10KSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended September 30, 2002 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period from _______ to _______


Commission file number 0-14273

                               PlanGraphics, Inc.
                          -----------------------------
                         (Name of small business issuer)

Colorado                                                              84-0868815
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

112 East Main Street, Frankfort, KY                                        40601
(Address of principal executive offices)                              (Zip code)

Issuer's telephone number (720) 851-0716

Securities registered under Section 12(b) of the Exchange Act:         None

Securities registered under Section 12(g) of the Exchange Act:

         Title of each class:             Name of Exchange on which registered:
         Common Stock, no par value                       (None)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                               Yes X   No
                                  ---    ---

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $8,159,275.

As of December 30, 2002, the aggregate market value of the shares of the
issuer's voting stock held by non-affiliates of the issuer based on the average
of closing bid and asked prices of the Common Stock as reported on the OTC
Bulletin Board, was approximately $2,457,575.

As of December 30, 2002 the issuer had outstanding 97,214,418 shares of Common
Stock.

Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes [ ]; No [X]
Exhibit index begins on page 32                            Total number of pages
                                                           in this report is 84.



                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-KSB and the information incorporated by
reference may include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, as amended. We intend the forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements in
these sections. All statements regarding our expected financial position and
operating results, our business strategy, our financing plans and the outcome of
any contingencies are forward-looking statements. These statements can sometimes
be identified by our use of forward-looking words such as "may," "believe,"
"plan," "will," "anticipate," "estimate," "expect," "intend," and other phrases
of similar meaning. Known and unknown risks, uncertainties and other factors
could cause the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various factors and
was derived using numerous assumptions.

Forward-looking statements include, but are not limited to, statements in this
Form 10-KSB regarding:

o    our ability to compete effectively;
o    the strength of our technical expertise and customer service;
o    the potential fluctuation of the market price of our stock;
o    our ability to raise funds through equity and debt financing;
o    estimates regarding our financing needs;
o    the evolving market for global information systems;
o    the potential gross profit margin in information technology;
o    our capacity to meet our immediate cash and liquidity needs; and
o    the impact of recent accounting pronouncements.

     Although we believe that the expectations that we expressed in these
forward-looking statements are reasonable, we cannot promise that our
expectations will turn out to be correct or will be accomplished in the time
frame we contemplated. Our actual results could be materially different from our
expectations, including the following:

o    we may lose customers or fail to grow our customer base;
o    we may fail to compete successfully with existing and new competitors;
o    we may not adequately anticipate and respond to technological developments
     impacting information services and technology;
o    we may issue a substantial number of shares of our common stock upon
     exercise of options and warrants, thereby causing dilution in the value of
     your investment; and
o    we may not be able to obtain needed financing.

This list is intended to identify some of the principal factors that could cause
actual results to differ materially from those described in the forward-looking
statements included elsewhere in this report. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more detailed cautionary
statements included in this Annual Report on Form 10-KSB under the caption "Item
1. Business - Risk Factors" beginning on page 8, our other Securities and
Exchange Commission filings, and our press releases.

                                       2


                                TABLE OF CONTENTS

Cautionary Note About Forward-Looking Statements..........................    2

                                     PART I

Item 1.  Description of Business..........................................    4

                  Risk Factors ...........................................    9

Item 2.  Description of Properties........................................   12

Item 3.  Legal Proceedings................................................   12

Item 4.  Submission of Matters to a Vote of Security Holders..............   13


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters.........   13

Item 6.  Management's Discussion and Analysis or Plan of Operation........   15

Item 7.  Financial Statements ............................................   23

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.........................................   23


                                    PART III

Item 9.  Directors and Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(A) of the Exchange Act.......   24

Item 10. Executive Compensation...........................................   26

Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Shareholder Matters.......................   30

Item 12. Certain Relationships and Related Transactions...................   31


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K................................    32

Item 14. Controls and Procedures..........................................   35


Signatures................................................................   36

Certifications............................................................   37

Financial Statements......................................................   F-1

Exhibits..................................................................   E-1

                                       3


                                     PART I


Item 1 - DESCRIPTION OF BUSINESS

The Company

PlanGraphics, Inc. ("PGRA"), an information technology company, is a provider of
business solutions to government and commercial entities. Our solutions leverage
the locational attributes of information resources bringing strategic value and
operational efficiencies to our customer's enterprise. We provide web-enabled
solutions based on the advanced technologies of geographic information systems
(GIS), data warehouses and repositories, electronic document management systems
(EDMS) and internal and external communication networks.

Our website is located at http://www.PlanGraphics.com. Our reports filed with
the Securities and Exchange Commission via Edgar are available gratis on our
website shortly after filing.

(a) Business Development.

We were originally incorporated as DCX, Inc., a Colorado corporation, on
December 8, 1981. At that time, we operated in the custom design and contract
manufacture of aircraft-related electronic cable assemblies. As DCX, Inc., we
operated principally under contracts to defense contractors for United States
Department of Defense acquisition programs and military aircraft maintenance
support. We provided engineering design, prototype development, testing and
manufacture of medium and high technology electronic cable assemblies, wire
harnesses, electro-mechanical devices, and test equipment for aircraft
maintenance applications.

On September 22, 1997, we acquired all of the outstanding shares of
PlanGraphics, Inc., a professional services information technology company that
specializes in the design and implementation of spatial data management systems
commonly referred to in our industry as geographic information systems.
PlanGraphics, which was incorporated in 1979 in the state of Maryland, has its
headquarters in Frankfort, Kentucky.

Effective as of September 30, 1997, we sold our DCX, Inc. defense electronics
manufacturing assets. On June 29, 1998, we changed our name from DCX, Inc. to
Integrated Spatial Information Solutions, Inc. On May 2, 2002, after approval by
our shareholders, we again changed our name to PlanGraphics, Inc. Our principal
business is carried out through our wholly owned subsidiary, PlanGraphics, Inc.,
a Maryland corporation ("PGI-MD"). PGI-MD provides business-based solutions to
the information management needs of federal, state and local governments, public
and investor owned utilities, and commercial enterprises where locational or
"spatial" information is mission critical. PGI-MD services clients through the
definition, design, implementation and operation of e-services and other
computer-based solutions that leverage, in part, locational or geographic
information.

We will often use pronouns such as "we," "us," and "our" in this annual report
to refer to the parent company, ("PGRA") as well as to our operating subsidiary
("PGI-MD").

(b) Business of Issuer

Introduction

In most business settings today, computers are utilized for three general
purposes: word processing, data management and spreadsheets. For science and
engineering applications, computers have also become critical in alpha-numeric
analysis and design. Within the last 30 years, a new application of computer
technology has transformed the application of computer science to cartography,
geography, planning and engineering by both government and private industry.
Known as "Geographic Information Systems," or GIS, this application combines
geography, computer cartography and data management into one tool.

GIS provides a means for managing and analyzing information by relating the
geographic location of a feature or event to other descriptive information. GIS
software allows information, in both graphic or map format and alphanumeric data
to be combined, segregated, modeled, analyzed and displayed.

Once largely limited to local and state government agencies and large utilities
responsible for land and physical asset management, the use of GIS and other
spatial information systems has become widespread. While government

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organizations still build and maintain GIS systems to analyze, plan and regulate
land use and natural resources, and utilities continue to use GIS to track and
maintain their physical assets, other uses of GIS have become more common. For
example, GIS is being used by utilities to acquire and retain high margin
customers, to analyze demographic attributes of potential customers and match
the results with facility capacity, and to identify where facility capacity
needs to be expanded. State and local governments use the technology for
dispatching police and fire resources, responding to catastrophic events,
insuring parity in tax appraisals and locating facilities in areas suitable for
development.

In a January 2001 press release, International Data Corporation of Framingham,
Massachusetts, estimated that the worldwide spatial information management
market reached $1.08 billion in 1999 and would reach $2.1 billion per year by
2004. These numbers are exclusive of the demand of government and commercial
enterprises to have higher levels of web access and capability for their
information assets - a large portion of which have locational or spatial
components. Spatial and data management applications and services have become
information technology decision-making tools for utilities, local and state
government agencies, and land and resource management organizations. They are
used in a wide range of applications, including land management, mineral
exploration, crop management and forecasting, environmental remediation,
military planning and surveillance, infrastructure development and construction,
and business market analysis.

We view such applications and services as part of a broader market, information
systems and the information systems consulting market. In an article in
Washington Technology, published February 19, 2001, Gartner DataQuest of
Stamford, Connecticut, estimated the market for e-government solutions would
increase from $1.9 billion in 2001 to $6.5 billion per year in 2005. Similarly,
in U.S. and Worldwide Markets and Trends, 1996-2003, found in International Data
Corporation's publication #W18902, International Data Corporation projected that
consulting service revenue would grow 14.8% per year, reaching $55 billion by
2003. IT services to the federal government increased from $3.7 billion in
fiscal year 1990 to $13.4 billion in fiscal year 2000 and is anticipated to
spend $45 billion on professional services, hardware and software in FY 2002
according to a February, 2001 report from Robert W. Baird, Inc . With the
anticipated growth in the information services market, we have decided to expand
the services we offer to meet the growing information and systems integration
needs of public and private enterprises by leveraging our e-services
capabilities and specialization in spatial information systems.

We believe that information technology, which includes "GIS," continues to be a
global market that is rapidly evolving and is becoming the basis for a myriad of
new applications and services to solve customer problems and creating additional
markets. A recent ICMA (International City/County Management Association) survey
of 4,100 local governments, about half of the total local governments with a
population of 2,500 or more located in the United States, revealed that 63% of
them use GIS to improve their operations. Government Technology Magazine has
reported a vigorous and healthy sense of innovation in the industry as GIS finds
its way into an increasing number of applications -- from property tax issues to
land-use planning to emergency services and disaster planning. The migration of
GIS technology into the mainstream is creating new opportunities for government
agencies to streamline their operations, while providing better access to
services for constituents. At the same time, broader use of GIS data by
non-specialists is offering new opportunities for companies to develop
user-friendly, standardized GIS products that respond to the growth of the
marketplace. We are capitalizing on this growing market.

GIS has proven increasingly useful in government activities in recent years.
There appears to be a growing move toward intergovernmental cooperation,
especially since the events of September 11, 2001. Local, county and regional
agencies are more willing to share data for such activities as disaster
planning. We assert that mapping is the GUI (graphic user interface) of homeland
security. It allows users to visualize data in a manner that is familiar and
well understood, and thus provides an easy point of entry for organizing and
manipulating data into useful information. There is growing recognition that
spatial information is motivating local governments to remove barriers that
prevent wider adoption of GIS technologies.

It is our position that GIS technology is not as widely used as it might be and
there is a growing trend to enable access to GIS data repositories via the
Internet. Local and state governments are starting to think more like business.
Increasingly, municipalities are using GIS applications to make life easier for
their constituents. They want to provide answers for people who need answers,
and they are working to be user-friendly, more efficient, and more
cost-effective. GIS helps do that as a component of other systems. Since about
80 percent of local government data is location based, it makes a great deal of
sense to work with GIS data.

                                       5


Further, the President's fiscal year 2003 federal budget earmarks a total of $38
billion for homeland security. Of that, $21 billion is set aside for five major
homeland security goals: supporting first responders to emergencies; defending
against biological attacks; protecting the nation's borders; improving
information sharing among federal agencies; and protecting critical
infrastructures. All these goals require the same thing, knowing where the issue
is located and how to get to it. Although access to the federal funds depends
upon planning that meets the federal criteria, some states are starting to
receive money from Washington. As a result, governments are reaching out to
companies like PlanGraphics in the private sector for assistance with security
solutions. Our experience developed in responding to the World Trade Center
attacks places us at the forefront. The National Conference of Mayors reported
recently that a number of cities have already begun spending on new security
measures ($3.5 billion) without waiting for federal funds.

Overview of Operations

We are independent management consultants who develop a variety of information
technology and GIS solutions to meet the specific needs of our clients. We do
not make the software, but we fill a variety of roles to make state-of-the-art
software work for a particular organization. We are fully integrated GIS
implementers providing our clients with business-based total information
technology solutions.

We serve as architects who work closely with the client to conceive an
appropriate solution, whether it be a new computer application, an entire
information system, or a fundamental reworking of an existing system. For
example, we are helping the Office of the Chief Technology Officer in the
District of Columbia develop an approach and expand the capabilities of the
District's existing GIS to better support emergency management and homeland
security needs.

We function as design engineers who define and refine specifications for an
information system and lay out pragmatic, cost-effective ways to achieve a
solution. For example, we are designing and building a spatial data warehouse
for New York City that provides internet-enabled access and applications to a
wealth of city data.

We serve as general contractors who manage the work of several types of vendors,
including software and data conversion vendors. We guide clients through the
process of acquiring technology, installing networks and building and
integrating databases to increase the value of their geographic and spatial
information. For example, we are working as a system and data integrator for the
City of Franklin, Wisconsin, building on the parcel and address- based
information assets of the city for development planning and control in addition
to an enterprise wide based GIS, including public safety.

We function as facility managers, providing on-site professionals who manage and
bring technical experience to operate and maintain information systems. For
example, we have had an on-site team providing data preparation and quality
control for a massive data conversion project for Rhode Island's Providence Gas
Company and we are the GIS project manager and advisor to the Chief Technology
Officer in the City of Columbus, Ohio.

We serve as auditors of information systems. We look for improvements to
existing systems and keep up with ever-changing technology to ensure that
clients are always on the cutting edge of the best practices in the industry.
For example, we facilitated the preparation of a county-wide business process
re-engineering strategy for Anne Arundel County, Maryland.

In short, we build new systems and applications and transform existing legacy
systems into systems that provide solutions emphasizing the value of locational
data. We extend departmental databases into enterprise assets. We take concepts
involving data about places, time, people and things and build practical,
cost-effective capabilities that can enable a workforce to better meet the needs
and demands of its customers. Although we perform these various functions and
services, management views our operations as one business segment.

Service Areas We Focus On

o    Enterprise spatial systems Integration, including systems design through
     testing and operation as well as the migration of legacy systems to new
     systems.
o    Spatial database management and integration.
o    Information Systems that support Emergency Management and Public Safety
     including assessment, planning, response and recovery.

                                       6


o    Non-Emergency Information Management Systems supporting decision making and
     constituent/customer relations
o    Spatially enabled web deployment for internet, intranet and extra-net
     applications.
o    Asset management systems for physical, infrastructure and real property
     information.
o    Spatial application development
o    Document and work management systems.

Our Sales and Marketing Concept

We conduct our business development using a principal selling model. In doing
so, we draw on PGI-MD's president and practice managers who manage business
units and have sales responsibility. Each of the practice managers is supported
by a number of executive consultants who have both business development and
executive level service delivery responsibilities. We also develop business and
follow-on assignments through our project managers. In addition, we maintain
business alliances with suppliers of software, data and professional services,
including among others, Oracle, ESRI, Xmarc, Hansen Software, ICTS, among
others.

During the past fiscal year we added three staff members dedicated solely to
sales and marketing in order to increase our sales opportunities. In addition,
we have retained a sales and marketing firm to represent us thoughout the United
States and enhance our sales opportunities.

Our customer service philosophy is to fully understand our customers' needs so
that we are able to deliver a high level of value-added services and after-sales
support. We believe that highly differentiated customer service and technical
support is a key competitive asset. Because both GIS and the Internet are
evolving and complex, customers require significant technical support.
Consequently, we have developed proprietary methodologies that assure
consistency in performance and attain maximum customer satisfaction through
attention to customer communication and technical expertise.

We continually monitor our customer service strategy through customer
satisfaction surveys, frequent contact with the executive consultants and
oversight by practice managers and our senior management.

Business Objectives and Milestones

We intend to grow our presence in the information services industry by building
on our reputation and specialty skills, and to achieve growth through proper
capitalization at rates that are equal to or in excess of industry growth rates.

We also believe that there is a market opportunity to consolidate information
services and technology companies with a specialized capability that is
proactive in spatial information systems. We further intend to exploit these
market opportunities and to increase revenues through strategic partnerships
and, at a later date, by acquiring companies with capabilities complementing and
enhancing our services offerings.

                                       7


Competition in our Markets

The spatial information management and technology market includes GIS and is
divided into two broad categories: the government sector, which includes
agencies at all levels and is presently the larger of the two categories; and
the commercial sector.

The markets in which we operate are highly competitive and can be significantly
influenced by marketing and pricing decisions of competitors that have
substantially greater resources. We believe that competition will intensify in
the future. Our ability to compete successfully depends on a number of factors
including:

o    Market presence and geographic coverage;

o    Our recent successes servicing a broad range of clients that include
     planning and design to full systems implementation providing new and
     improved ways of operating and delivering the clients' services by applying
     our experience in spatially enabled data warehouses and e-government
     solutions.

o    Reputation for reliability, service and effective customer support;

o    Emphasis on tangible business results for our clients that include returns
     on their investments, service improvements, effectiveness and early
     success.

o    Breadth and depth of expertise, independence, and sensitivity to the
     client's requirement for responsiveness and timeliness; and

o    Ability to react to changes in the market and industry and economic trends.

We believe that we compete effectively on the basis of breadth and depth of
expertise, independence, and sensitivity to the client's requirement for
responsiveness and timeliness.

Key Relationships

As consultant and systems integrator, we owe our clients the highest level of
technical capabilities and support. Accordingly we have developed business
partner relationships with other key information technology companies. Each
relationship is unique, with a common focus on our mutual clients' best
interests. While maintaining our high standard of vendor independence, we
leverage our business partner strengths to build the best possible teams to meet
our client requirements. Some of our strategic partners are: Hansen Information
Technologies; ESRI; Booz Allen Hamilton; GRW, Inc.; Intel Data; Space Imaging;
Oracle; Skyline Software Systems, Inc.; tsaADVET and ISTAR(C).

Proprietary Rights

We rely on general copyright, trademark and trade secret laws to protect our
methodologies, prior work and technology. We have registered our names and
trademarks in the United States and Canada. We have developed and maintain a
proprietary methodology for conducting business. This methodology and certain
marketing, customer and prospect data are maintained and handled as trade
secrets and are protected by policy and employment agreements. It is also our
policy to require employees, consultants and, when possible, suppliers, to
execute confidentiality agreements upon the commencement of their relationships
with us.

Employees

Presently we employ 64 full-time employees and 4 part-time employees. Five of
our employees are in executive management and four have practice management
responsibilities. An additional eight employees are executive consultants. We
employ four individuals dedicated to sales and marketing. 28 employees serve in
varying capacities as consultants and system developers and 19 others are
partially billable to clients. Approximately 20 % of our work is subcontracted
out to business partners or independent consultants.

Administrative support consists of accounting, human resources and creative
services. Two of our executive managers and five staff members are involved in
accounting services and human resources. An additional five individuals are
assigned to creative services and are available to support consulting projects
as well as marketing and sales.

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International Operations

We have always conducted business in the international arena. In FY 2002 our
international assignments increased and were primarily in The People's Republic
of China where we see increased emphasis on the use of information technology to
promote economic development and social programs. Spending on China's nascent
and growing e-government applications is estimated in a recent China Economy
online article of September 25, 2002 to exceed one billion yuan (US$121 million)
for the central government alone and much more for other governmental
departments throughout the country, most of which offer some form of
internet/intranet services. We limit our exposure to changes in the
international economic climate by denominating our contracts in United States
currency, by concentrating on overseas projects funded by the World Bank and by
forming business alliances and partnerships with local firms who are
knowledgeable of the business culture in the country.

Compliance with Environmental Laws

We have incurred only de minimis costs in complying with environmental laws.

Research and Development Costs

No research and development costs were incurred.

Code of Ethics

Our Board of Directors approved a Code of Ethics for Senior Financial Officers
on October 7, 2002. We have filed it with this report at Exhibit 99.3 and the
signed code is available on our website at www.PlanGraphics.com.

                                  RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
consider carefully the following risks, together with the other information
contained in this Annual Report, before you decide to purchase our common stock.
If any of the following risks actually occur, our business, results of
operations and financial condition would likely suffer. This could cause the
market price of our common stock to decline, and you could lose all or part of
the money you paid to purchase our common stock.

Various Factors may affect our operating results and cause our quarterly results
to fluctuate. Our financial results may fluctuate significantly because of
several factors, many of which are beyond our control. These factors include:

o    costs associated with gaining and retaining customers and capital
     expenditures for upgrading our internal systems and infrastructure;

o    timing and market acceptance of new and upgraded information services
     introductions, technologies, and services by us and our competitors;

o    loss of customers, seasonal fluctuations in demand for our services;

o    downward pressure on prices due to increased competition;

o    changes in our operating expenses, including compensation and subcontractor
     costs;

o    adverse impacts on state and local government revenue collections, and

Fluctuations caused by these and other factors could cause our business to
suffer.

Our accounts receivable may take an extended time to collect, which strains our
available cash for operations. A number of our clients in the state and local
governmental arena have recently experienced budgetary problems, which have, in
turn, affected their ability to timely pay amounts owed to us. An extended
amount of time required to collect accounts receivable from these clients would
restrict our ability to pay our liabilities as they become due. Our ability to
maintain adequate financing for our current level of operations and to fund

                                       9


future growth is dependent upon our ability to renew or replace existing credit
arrangements and to generate sufficient cash flow to meet our payment
obligations. Further, because we finance our accounts receivable with an asset
based line of credit, we may incur significant interest charges that adversely
affects our profitability.

If we are unable to raise funds to finance our business plan, we may not be able
to to pursue growth opportunities. We intend to expand through acquisitions or
make other capital investments as dictated by customer demand and strategic
considerations. To accomplish our business plan we need to spend significant
amounts of cash to:

o    fund growth and increased expenses;

o    implement our acquisition strategy;

o    respond to unanticipated developments or competitive pressures, and

o    take advantage of unanticipated opportunities, such as major strategic
     alliances or other special marketing opportunities, acquisitions of
     complementary businesses or assets.

We may require additional funds through equity, debt, or other external
financing in order to fund and to achieve the growth in our business plan. We
cannot assure that any additional capital resources will be available to us, or,
if available, will be on terms that will be acceptable to us. Any additional
equity financing could dilute the equity interests of existing security holders.
If adequate funds are not available or are not available on acceptable terms,
our ability to execute our business plan and our business could be materially
and adversely affected.

Our revenues historically are concentrated in a limited number of customers. We
have had some concentration of revenues and associated accounts receivable
balances in certain customers. During the fiscal year ended September 30, 2002,
approximately 24% of our sales were concentrated in one customer, the City of
New York Department of Information Technology and Telecommunications
("NYDOITT"), and 10% in the Rhode Island Department of Transportation; during
the fiscal year ended September 30, 2001, 36% of our sales were concentrated in
one customer, the City of New York. In addition, at September 30, 2002, the City
of New York accounted for 37% of our accounts receivable and a separate
customer, the Kentucky Department of Transportation, accounted for 17% of our
outstanding accounts receivable. At September 30, 2001 the City of New York
accounted for 46% of outstanding accounts receivable. The volume of work that we
perform for a specific client is likely to vary from period to period, and a
significant client in one period may not use our services at the same level or
at all in a subsequent period. The loss of a key customer could have an adverse
impact on revenues. At September 30, 2002 , we had NYDOITT receivables amounting
to $570,900 over 120 days old and in addition, approximately $605,400 was
included in unbilled work in progress.

A significant portion of our revenues is dependent upon state and local
government budgets. Approximately 98% of our revenue is received from
governmental entities. Recent reports indicate declines in state and local
government tax revenue receipts by approximately six percent. Lower receipts may
result in reductions to programs we service that could adversely impact our
sales and revenue generation.

Our future success depends in significant part on the continued service of
certain technical and management personnel and our ability to attract and retain
key technical, sales, marketing, information systems, financial and executive
personnel. Key employees of PGRA include Gary S. Murray, Chairman of the Board
of Directors, and John C. Antenucci, Chief Executive Officer. PGRA has entered
into an employment agreement with Mr. Antenucci and a services agreement with
Mr. Murray that expire in May 2005 and June 2003, respectively. Each agreement
contains a non-compete provision that restricts Mr. Antenucci and Mr. Murray,
respectively, from, for one year following his termination date unless otherwise
approved by us, performing work either that is in backlog for PlanGraphics or
that PlanGraphics is pursuing. Competition for personnel is intense, and there
can be no assurance that PGRA can retain its key personnel or that it can
attract, assimilate or retain other highly qualified personnel in the future.
Though PlanGraphics makes non-compete and non-disclosure agreements a part of
employment commitments for all professionals, the loss of key personnel,
especially without advance notice, or the inability to hire or retain qualified
personnel, could have a material adverse effect on our business, financial
condition and results of operation.

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The United States penny stock rules may make it more difficult for investors to
sell their shares. Shares of our common stock are subject to rules adopted by
the Securities and Exchange Commission regulating broker-dealer practices in
connection with transactions in "penny stocks." These rules require that prior
to effecting any transaction in a penny stock, a broker or dealer must give the
customer a risk disclosure document that describes various risks associated with
an investment in penny stocks, as well as various costs and fees associated with
such an investment. It is possible that some brokers may be unwilling to engage
in transactions involving shares of the Company's common stock because of these
added disclosure requirements, which would make it more difficult for a
purchaser to sell his shares.

If we fail to keep pace with technological change and evolving industry
standards, we may lose customers. The GIS and IT markets are characterized by
rapidly changing technology, evolving industry standards, changes in customer
needs, and frequent new service and product introductions. Our future success
depends, in part, on our ability to:

o    use leading technologies to develop our technical expertise;

o    enhance our existing services; and

o    develop new services that meet changing customer needs on a timely and
     cost-effective basis.

In particular, we must provide customers with the appropriate products,
services, and guidance to best take advantage of the rapidly evolving
web-enabled services sector. Our failure to respond in a timely and effective
manner to new and evolving technologies could have a negative impact on our
business. Our ability to compete will also depend upon the continued
compatibility of our services with products offered by various vendors. Our
competitors may develop services and technologies that will render our services
or technology noncompetitive or obsolete.

Future acquisitions or investments could disrupt our ongoing business, distract
our management and employees, increase our expenses and adversely affect our
business. A portion of our future growth may be accomplished by acquiring
existing businesses, products or technologies. If we identify an appropriate
acquisition candidate, we may not be able to negotiate the terms of the
acquisition successfully, finance the acquisition, or integrate the acquired
business, products or technologies into our existing business and operations.
Further, completing a potential acquisition and integrating an acquired business
may cause significant diversions of management time and resources.

If we consummate one or more significant acquisitions in which the consideration
consists of stock or other securities, your ownership interest could be
significantly diluted. If we were to proceed with one or more significant
acquisitions, in which the consideration included cash, we would need to raise
debt or equity to consummate such an acquisition. Acquisition financing may not
be available on favorable terms, or at all. In addition, we may be required to
write off significant amounts of goodwill or amortize other intangible assets in
connection with future acquisitions, which would have an adverse effect on our
future earnings.

If we fail to integrate resources acquired through acquisitions, we may lose
customers and our liquidity, capital resources and profitability maybe adversely
affected. As part of our long-term business strategy, we continually evaluate
strategic acquisitions of businesses and customer accounts. Acquisitions often
involve a number of special risks, including the following:

o    we may experience difficulty integrating acquired operations and personnel;

o    we may be unable to retain acquired customers;

o    the acquisition may disrupt our ongoing business;

o    we may not be able to successfully incorporate acquired technology and
     rights into our service offerings and maintain uniform standards, controls,
     procedures, and policies;

o    the businesses we acquire may fail to achieve the revenues and earnings we
     anticipated;

                                       11




o    we may ultimately be liable for contingent and other liabilities, not
     previously disclosed to us, of the companies that we acquire; and

o    our resources may be diverted in asserting and defending our legal rights.

Any of these factors could have a material adverse effect on our business.

Our clients' ability to terminate their contracts on short notice makes it
difficult to accurately predict our revenues. Our clients retain us on a
project-by-project basis. Because large engagements often involve multiple
tasks, there is a risk that a client may choose to terminate or delay a project
or a contract with appropriate notice and some of the contracted tasks may not
be completed with concomitant reductions in anticipated revenue. Such
cancellations or delays could result from factors unrelated to our work product
or the progress of the project. Substantially all of our contracts with our
clients are terminable by our clients for convenience and upon short notice,
generally 30 days. We cannot, however, reduce our costs as quickly or as easily
as our clients can cancel their contracts with us. If a client were to terminate
its contract with us, our revenues would decline and our gross margin in the
quarter of cancellation would be reduced.

We have no intention to pay dividends. We have never paid any cash dividends on
our common stock. We currently intend to retain all future earnings, if any, for
use in our business and do not expect to pay any dividends in the foreseeable
future.

Item 2 - DESCRIPTION OF PROPERTY

Our corporate executive offices are located in Frankfort, Kentucky with an
administrative office in Parker, Colorado. We lease commercial property in the
following locations:

      Location              Property Leased         Approximate Size       Number of Employees
      --------              ---------------         ----------------       -------------------
                                                                  
Frankfort, Kentucky         land and a building     20,500 square feet     30 (additionally, 2 work in
                                                                           Ohio at a client site)

Parker, Colorado            office space            350 square feet        1 (and one off-site)

Silver Spring, Maryland     office space            3,854 square feet      20 (An additional 13
                                                                           work in Providence,
                                                                           Rhode Island at a client
                                                                           site)

Newport Beach, California   office space            600 square feet        1

Newark, New Jersey          office space            1,200 square feet      4

The length of our leases varies from one to five years. We believe that such
properties are adequate to meet our current needs. Were any of the existing
leases terminated, we believe that there are affordable alternate facilities
available and such action would not have a material adverse effect on our
business. (See also Lease Payments in Management's Discussion and Analysis in
Item 6, below, and in Note F to the Financial Statements.)

Item 3 - LEGAL PROCEEDINGS

On June 17, 2002, the Franklin Circuit Court, Division II, located in the State
of Kentucky, dismissed with prejudice Case Number 00-CI-0095. Plaintiff in the
matter, Capitol View Development LLC, owners and lessors of our facilities in
Frankfort, Kentucky, alleged that they were due certain amounts from the lessee,
PGI-MD, and its guarantor, John C. Antenucci, PGI-MD's president, related to a
balloon payment required upon certain financing of the property under the terms
of the amended lease. Both sides executed a settlement agreement pursuant to
which we paid Capitol View Development LLC a total of $183,272.

The claim, pending since February 1999, was based on an alleged requirement for
an accelerated payment of the Capital View lease related to supplemental funding
of a construction loan and associated fit-out expenses for PGI-MD's headquarters
in March 1995. The settlement had the practical effect of prepaying $145,630
against the lease. The prepayment is recorded as a reduction in long-term
liabilities and the interest of $12,702 and legal fees of $24,940 were recorded
as expenses.

                                       12



We may also be engaged in various litigation matters from time to time in the
ordinary course of business. In the opinion of management, the outcome of any
such litigation, should any exist, will not materially affect our financial
position or results of operations.

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders during the fourth
fiscal quarter or subsequent to the end of the fiscal year.

                                     PART II

Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

Our common stock is traded on NASDAQ's Over-The-Counter Bulletin Board system.
On May 6, 2002, as a result of our new change, we began trading under a new
symbol, PGRA; previously our trading symbol was ISSS. Such quotations reflect
inter-dealer prices without retail markup, markdown, or commission, and may not
necessarily represent actual transactions. The quarterly ranges of high and low
sales prices per share for the past two fiscal years have been as follows:

                                                        Sales Price
                                                ---------------------------


           Quarters Ended                       High                    Low
           --------------                       ----                    ---

         December 31, 2000                      .23                     .14

         March 31, 2001                         .23                     .08

         June 30, 2001                          .17                     .09

         September 30, 2001                     .11                     .06

         December 31, 2001                      .07                     .02

         March 31, 2002                         .14                     .04

         June 30, 2002                          .09                     .05

         September 30, 2002                     .04                     .01


On December 27, 2002 the last reported sales price of our common stock was
$0.03.

Based on information supplied by certain record holders of our common stock, we
estimate that there are approximately 4,250 beneficial owners of our common
stock, of which approximately 2,173 are registered shareholders.

We have never declared or paid any dividends on our common stock. Because we
currently intend to retain future earnings to finance growth, we do not
anticipate paying any cash dividends in the foreseeable future.

                                       13




Securities Authorized for Issuance Under Equity Compensation Plans.


                                             EQUITY COMPENSATION PLAN INFORMATION
                                                  (As of September 30, 2002)

                                         (a)                               (b)                         (c)
                                                                                           
Plan Category                   Number of securities to be        Weighted average exercise         Number of
                                issued upon exercise of price     price of outstanding options,     securities remaining
                                outstanding options,              warrants and rights.              available for future
                                warrants and rights.                                                issuance under equity
                                                                                                    compensation plans
                                                                                                    (excluding securities re-
                                                                                                    reflected in column (a)).

Equity Compensation plan
  approved by security
  holders.                            6,262,920                            $0.07                           4,565,194

Equity Compensation plans
  not approved by security
  holders                             5,596,331                            $0.20                                --
                                     ----------                            -----                           ---------
Total                                11,858,251                            $0.14                           4,565,194
                                     ----------                            -----                           ---------


Following are the features of the equity compensation plans not approved by
shareholders:

The total of 5,596,331 outstanding represents warrants issued as follows:

     Advisory Services. Warrants were issued in fiscal 2002 to acquire a total
     of 3,857,212 shares of common stock in exchange for advisory services
     related to our shareholder rights offering. A total of 973,166 warrants
     were issued from fiscal 1999 through 2001 for advisory and consulting
     services.

     Private Offerings. Warrants were issued during fiscal years 2000 through
     2001 to acquire 765,953 shares of common stock pursuant to the terms of
     private offerings completed during those fiscal years.





                                       14



Recent Sales of Unregistered Securities.

In addition to security sales previously reported in our quarterly reports on
Form 10-QSB for the quarters ended December 31, 2001, March 31, 2002 and June
30, 2002, we have issued the following securities that were not registered under
the Securities Act of 1933, as amended (the "Securities Act").

Effective February 1, 2002, we issued warrants to acquire 1,928,606 shares of
our common stock to Brean Murray & Co. (and assigns) and 1,928,606 to The
Crossways Group for a total of 3,857,212 shares. The exercise price of the
warrants was priced at 110% of the shareholder rights offering price, or
$0.0385, and were compensation for consulting work connected with the offering.
We relied on Section 4(2) of the Securities Act.

During the period from October 1, 2001 through September 30, 2002 we issued a
total of 378,787 shares of our unregistered common stock at the agreed value of
$0.11 to Gary S. Murray as compensation for his service as Chairman of the Board
pursuant to the consulting agreements between him and PGRA, dated July 1, 1999
and 2001. We relied on Section 4(2) of the Securities Act.

On March 29, 2002 we issued a total of 428,958 shares of our unregistered common
stock to Human Vision LLC in payment of $30,037 of accrued interest. We relied
on Section 4(2) of the Securities Act.

On May 1, 2002, we entered into an Employment Agreement with John C. Antenucci
in connection with his employment as our President and Chief Executive Officer.
In accordance with the agreement, we issued options to purchase 1,941,258 shares
of our common stock at an exercise price of $0.07 per share. The options were
immediately vested and are valid for five years from the date of issue. We
relied on Section 4(2) of the Securities Act.

Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Subsequent Events

Subsequent to September 30, 2002, we obtained an extension through December 31,
2002 for the $200,000 addition to our asset-based line of credit with Branch
Banking & Trust Co. ("BB&T"). Management is confident that it will be able to
extend this arrangement.

We arranged to have the testing for goodwill impairment accomplished during
November and December 2002. Our consultants in this matter report that there is
no impairment to the total amount of the carrying value of our goodwill as of
October 1, 2002.

On December 13, 2002, we collected $626,760 in payment of long outstanding
accounts from one of our municipal customers. This represented approximately 52%
of their balance owed to us at September 30, 2002.

                               Financial Condition

The following discussion of liquidity and capital resources addresses our
combined requirements and sources, including PGI-MD, as of September 30, 2002
and should be read in conjunction with our Consolidated Financial Statements and
the accompanying notes beginning on page F-1 of this 10-KSB.

Cash Flow

As of September 30, 2002 we had a net working capital balance of $427,735 as
compared to a net working capital deficit of $1,400,538 at September 30, 2001.
This increase in working capital resulted primarily from our successful
shareholder rights offering that closed on February 1, 2002 offset by our
current year net loss.

In the fiscal year ended September 30, 2002, operations used net cash of
$1,920,245, as compared to providing net cash of $49,276 in the year ended
September 30, 2001. The major increase in cash use was primarily related to the
$1,071,176 increase in the accounts receivable, a result of a major customer
holding a sizeable payment to us in abeyance pending their receipt of federal
funds and the registration of a second contract. We recently received a
significant portion, $626,760, and expect that the customer will resolve both

                                       15




constraints and make the related payments in the first quarter of calendar year
2003. However, we may encounter further periodic operating cash flow constraints
in the near term as we develop and expand our business.

In the fiscal year ended September 30, 2002, net cash used in investing
activities was $139,106 as compared to $10,890 of net cash used in investing
activities in the year ended September 30, 2001. Increased technology and
equipment purchases accounted for the change.

Financing activities provided net cash of $2,101,358 in the year ended September
30, 2002, as compared to net cash of $39,893 used by financing activities in the
year ended September 30, 2001. Cash provided by the issuance of common stock
increased by $2,153,242 in the current year. Our shareholder rights offering
accounted for this increase. It was offset by an increase in net payments on
debt of $130,917 over the prior year, computed as the net of payments on debt,
reduced by proceeds from debt transactions.

Contractual Obligations and Commercial Commitments

The following table highlights, as of September 30, 2002, our contractual
obligations and commitments by type and period:

                                         PAYMENTS DUE BY PERIOD
                    --------------------------------------------------------------
CONTRACTUAL                      LESS THAN                               AFTER 5
OBLIGATIONS           TOTAL         YEAR      1-3 YEARS     4 YEARS       YEARS
- -----------------   ----------   ----------   ----------   ----------   ----------
                                                         
Capital Lease
Obligations         $2,377,792   $  299,645   $  874,455   $  277,775   $  925,917

Operating Leases       627,028      190,557      425,238       11,233         --

Other Contractual
Obligations(1)         864,000      348,000      348,000      168,000         --
- --------------      ----------   ----------   ----------   ----------   ----------

Total               $3,868,820   $  838,202   $  647,694   $  457,008   $  925,917

(1) Represents required payments under certain employment agreements.

As of September 30, 2002, our other commercial commitments are as follows:

                   AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                   ------------------------------------------

OTHER               TOTAL
CONTRACTUAL         AMOUNTS         1            1-3          4-5        OVER 5
COMMITMENTS         COMMITED       YEAR         YEARS        YEARS        YEARS
- ----------------    --------     --------     --------     --------     --------

Lines of Credit     $856,417     $856,417     $   --           --           --

Other Commercial
Commitments(1)        98,665       83,665       15,000         --           --
- ----------------    --------     --------     --------     --------     --------

Total Commercial
Commitments         $955,082     $940,042     $ 15,000         --           --


(1) Represents a note payable to a vendor and required payments under a sales
representation agreement.

Capital Resources

As of September 30, 2002, we have lease payment commitments through 2007 of $2,
078,903 that will require total annual payments of approximately $490,302 during
the fiscal year ending September 30, 2003 as compared to $572,434 for the fiscal
year ended September 30, 2002. Of the required payment amount for the new fiscal

                                       16



year, approximately $299,645 is for capital lease obligations and $190,557
relates to operating leases. Management believes normal operating cash flows are
adequate to fund these payments. (See also Note F to the Financial Statements.)
We consider our facilities adequate to support anticipated sales and operations
for the next several years; accordingly, no major commitment for additional
facilities expansion has been entered into for the year ending September 30,
2003. In recent years we have transitioned to smaller and less expensive space
when possible and increased the utilization of customer supplied space. Were any
of the existing leases to be terminated we believe that there are affordable
alternate facilities available and such action would not have an adverse impact.

Since entering the information technology sector in 1997, we have funded our
operations and working capital needs primarily through the public and private
placement of our equity securities. In addition, a portion of our capital
expenditures has been financed through capital lease obligations payable to
financial institutions. We have also on occasion borrowed limited amounts from
Human Vision LLC, an entity controlled by our Chairman, Gary S. Murray, John C.
Antenucci, our chief executive officer, and Gary Murphy, PGI-MD's chief
financial officer, in order to fund temporary working capital requirements. At
September 30, 2002, there was no balance outstanding to Antenucci or Murphy for
such borrowings and we owed $200,000 to BB&T related to a short-term loan for
which Human Vision LLC, a related party, had made a deposit in a compensating
balance account.

We entered into the new asset based line of credit on February 15, 2002 with
BB&T for $750,000 secured by the accounts receivable of PGI-MD. As a result the
Human Vision Standby Letter of Credit is no longer required and BB&T released
the standby letter of credit. Accordingly, the pledge of the outstanding shares
of our subsidiary to Human Vision LLC is no longer valid and the certificate was
returned to us. The line of credit is guaranteed by our President & CEO.

On July 31, 2002, BB&T granted a separate $100,000 line of credit to be used by
PGI-MD to fund capital equipment purchases.

On August 19, 2002, BB&T provided a ninety-day $200,000 temporary addition to
PlanGraphics existing $750,000 credit facility. This additional funding was made
available by BB&T as a result of a $200,000 deposit by a related party, Human
Vision LLC of which Gary Murray, our Chairman is a control person, in a
compensating account balance. The extension of the credit was subsequently
extended through December 31, 2002. Management anticipates that this temporary
addition to the credit line will be sufficient for the needs of the business,
pending our collection of the remaining portion of a large aged receivable due
from one particular client. Approximately 52% of the balance outstanding and due
from this client at September 30, 2002, was collected on December 13, 2002.
Management expects the arrangement will be continued if required.

As of September 30, 2002, we had cash and cash equivalents of $60,800. Our
management team believes that our current working capital plus funds from
operations during fiscal year 2003 will be sufficient to fund our cash
requirements through September 30, 2003. The Company's long-term liquidity
requirements may be significant in order to implement its plans. Should
additional funds be required, there can be no guarantee such funds can be
secured.

Operations Outlook

The information services and technology markets are undergoing structural
changes with an increasing frequency of outsourcing of many technological and
operational functions and a March 5, 2002 press release from Garnter Dataquest
confirms this. These changes create demand for high quality technology advisory
services, project design and management and professional services.

We recently announced a business relationship with Oracle focused on Homeland
Security and our STEPsTM service and product offering. STEPsTM (Spatial
Templates for Emergency Preparedness ) is our proprietary approach to rapidly
meet the growing needs of emergency management operations at state and local
governmental levels to implement a clearly defined plan to converge unstructured
data into a centralized datamart. It provides improved information sharing and
operational efficiency to meet the needs of emergency planning, response and
recovery coupled with economical and efficient means of implementing programs to
deal with emergency responses and public security issues, giving us a distinct
advantage over our competitors.

In addition, the E-Government Act of 2002 was passed by Congress and signed into
law by the President on December 17, 2002. This legislation promotes innovative
uses of Information Technology ("IT"), anticipates multi-agency IT projects to
improve federal government performance and establishes an e-government fund in
the U. S. Treasury. We are targeting opportunities in this arena.

                                       17


We also believe the potential gross profit margins in information technology are
much higher than we presently experience. We are working vigorously to grow the
spatial data management and integration solutions of our GIS business base that
permeates our business plan.

We had work backlog and assignments of approximately $10.0 million as of
November 30, 2002, ten percent higher than the $9.1 million as of December 31,
2001. We expect to complete approximately $7.5 million of the $10.0 million
within 12 months. We report backlog based on executed contracts and assignments
based on contract awards where documentation is pending and task orders against
existing indefinite quantity contract vehicles. A typical contract, standard for
the industry, includes terms that permit termination for convenience by either
party with 30 days prior notice. Most of our orders are from existing or
previous customers with whom we have a good relationship. Therefore, we do not
anticipate cancellation of such contracts or order assignments.

Currently, we plan to grow internally and through building and leveraging
strategic partnerships. We have made substantial progress in positioning
PlanGraphics as a provider of Internet-accessible data repositories and
warehouses that leverage spatial data. Several of our current assignments and a
material portion of our contract backlog and assignments are associated with
these initiatives. Furthermore our past marketing investments in China continue
to yield results measured by the increased number of invitations to respond to
competitive procurements, current and anticipated projects funded by the World
Bank and a number of alliances and business partner arrangements that have been
consummated.

On January 7, 2002 we reached an agreement to license exclusive North American
rights to intellectual property and spatial integration software components
previously owned by Xmarc Ltd. and now held by the Swiss based investment
company HPI LLC for use in the public sector and utility markets. The technology
provides wireless and Internet-enabled software solutions that aid in the access
of location-based information from data warehouses and repositories. We also
agreed to support former Xmarc clients, work in progress and outstanding
proposals in North America. This arrangement effectively gives us increased
access to federal, state and local government clients in addition to commercial
enterprises. We will pay HPI LLC a royalty stream for a period of 21 months
ending September 30, 2003 as we receive revenue for the product licensing and
maintenance, after which we will have the right to acquire in perpetuity the
exclusive rights to Xmarc intellectual property and technology and all
subsequent product enhancements for the North American public sector and utility
markets. As of September 30, 2002, the Company had recorded approximately
$468,542 in revenues related to the licensing, maintenance and professional
services associated with the technology yielding operating income $160,000 for
the business unit inclusive of $40,399 in royalty payments that we will pay to
HPI LLC under the agreement.

Our management team believes that we have the capacity to address the immediate
needs for cash and liquidity through an aggressive approach taken on a number of
fronts. Funds received from our rights offering coupled with the line of credit
and the capital equipment loan available to PlanGraphics are anticipated to meet
the cash needs of the company through September 30, 2003. Efforts to conserve
and to develop new sources of cash and equity are complimentary to the improved
operating performance of PlanGraphics during the past fiscal year. We anticipate
the improvement to continue during the fiscal year ending September 30, 2003,
and to be accompanied by positive cash flows and profitability.

                                       18


                              Results of Operations

                                                    Years Ended September 30
                                                     2002              2001
                                                     ----              ----
Statement of Operations Information:
Revenues                                          $8,159,275        $7,639,735
Cost and expenses                                  8,262,278         8,380,634
Net loss                                            (393,120)       (1,123,602)

Balance Sheet Information:
Total Assets                                       8,816,381         7,786,692
Total current liabilities                          2,953,367         3,677,220
Working capital                                      427,735        (1,400,538)
Shareholders' Equity                               4,506,984         2,499,517

Result of Operations for the Year Ended September 30, 2002

Revenues

Our revenues increased $519,540 or 7% from $7,639,735 for the fiscal year ended
September 30, 2001 to $8,159,275 for the fiscal year ended September 30, 2002.
We believe our revenue growth was limited by several factors including: delays
in the start-up on certain contract awards and work assignments that were held
in abeyance in part as a reaction to the attacks of September 11, 2001, the
resultant slow down in the economy in general, the failure of congress to enact
many agency appropriation bills with resultant impacts on budgets for federal,
state and local governments and, in significant part, by changes in
administration and administrative procedures by a major local government
customer. The delays impacted our revenue generation on projects, although we
were able to handle the constrained revenue with lower operating costs, a trend
that we believe will continue into the next fiscal year, while we awaited
authorizations to proceed with work.

Accounts receivable balances at September 30, 2002 and 2001, include both billed
receivables and work-in-process. The payment terms on accounts receivable are
generally net 30 days and collections generally average 45 to 60 days after
invoicing. The actual collection period is consistent with industry experience
with clients in the public sector. While this results in an elevation and aging
of the billed accounts receivable balance, our history reflects consistent
collectibility of the receivable balances. Work-in-process represents work that
has been performed but has not yet been billed. This work will be billed in
accordance with milestones and other contractual provisions. The amount of
unbilled revenues will vary in any given period based upon contract activity.

Total Costs and Expenses

Total costs and expenses for the fiscal year ended September 30, 2002 amounted
to $8,262,278, a decrease of $118,356 compared to $8,380,634 for the fiscal year
ended September 30, 2001. This 1% decrease compares favorably to the 7% increase
in revenue for the period. Significant reductions in costs and expenses were
primarily related to adjustments responding to changing operating levels. They
are:

o    Direct contract costs increased 12% following the increase of 7% in
     revenue.
o    We were able to hold salaries and benefits steady with a slight $884
     decrease due to attrition and active wage management actions;
o    General and administrative expenses decreased by approximately $289,490, or
     21%, due to decreases of $88,549 for investment banking fees, $89,617 in
     auditing and accounting costs, $77,275 for public relations and
     communications expenses, and the absence of $38,610 in acquisition
     expenses, all offset by small increases in other accounts.
o    Marketing costs increased $50,383, or 23%, as we increased our marketing
     and sales efforts with $42,083 for increased travel and exhibits and
     $26,501 for increases in professional and conference fees, offset by small
     decreases in other accounts.

                                       19


o    Other operating expenses decreased by $409,220, or 61%, due to the
     elimination of approximately $364,000 in goodwill amortization expenses
     because of our implementation of SFAS 142 and to a $50,797 decrease in
     depreciation offset by small increases in tax expense.

During the quarter ended June 30, 2002, we recorded an adjustment that increased
earnings by $54,167 due to the verbal cancellation of a consulting agreement
with a warrant holder in February 2001. Of this amount, $20,831 pertained to
fiscal 2002. We had inadvertently continued to accrue the related expense during
fiscal year 2002.

Net Loss

Our operating loss for the fiscal year ended September 30, 2002 was $103,003
compared to $740,899 for FY 2001, a reduction in operating losses of $637,896.
This reduction is a result of increased revenues offset somewhat by a 2%
increase in operating costs and expenses.

Interest expense decreased by $62,842 to $315,258 in FY 2002 as compared to
$378,100 during FY 2001, a decrease of 17 percent. The decrease is attributable
to the decreased level of interest bearing debt and the absence in FY 2002 of
deemed interest expenses of $62,750 from a beneficial conversion feature of a
related party note that had been recorded in the prior year.

Other income decreased from the prior year total by $46,557 or 65% as a result
of decreases in commissions earned by our travel office ensuing from airlines
lowering or eliminating such payments and the absence of the sublease income
from our former Jacksonville office.

Our net loss for the fiscal year ended September 30, 2002 was $393,120 compared
to $1,123,602 for FY 2001, an overall decrease of $730,482 or 65%. The decrease
in net losses during 2002 was primarily due to a $637,896 reduction in operating
losses coupled with the reduction in litigation settlement losses of $76,344.

Loan Transactions

On February 9, 2001, the board of directors ratified a loan of $75,000 from
HumanVision L.L.C, a related party, in exchange for a promissory note dated
February 2, 2001. The funds were to be used for certain specified working
capital requirements. During December 2001 this note was paid in full with
proceeds from the rights offering.

On May 15, 2001, we issued a promissory note in favor of HumanVision, L.L.C., a
related party, in the principal amount of $40,000. This note was paid in full
with proceeds from the rights offering during fiscal year 2002.

On May 31, 2001, PGI-MD obtained a line of credit from BB&T in the maximum
principal amount of $500,000. This line of credit replaced the National City
Bank of Kentucky line of credit that expired on February 2, 2001. The BB&T line
of credit was collateralized by PGI-MD's accounts receivable and general
intangibles and a pledge of a $325,000 BB&T account held by HumanVision, L.L.C.

On February 15, 2002, BB&T increased our line of credit to $750,000 and BB&T
subsequently released the previously required standby letter of credit extended
by Human Vision, L.L.C. and Human Vision, in turn, released the subsidiary as
collateral. This line of credit continues to be collateralized by PGI-MD's
accounts receivable and guaranteed by our President & CEO..

On July 31, 2002 the BB&T granted a separate $100,000 line of credit to be used
by PGI-MD to fund capital equipment purchases collateralized by the purchased
equipment.

On August 28, 2002, BB&T provided a ninety-day $200,000 temporary addition to
PGI-MD's existing credit facility. This additional funding was made available by
BB&T as a result of a deposit by a related party, Human Vision LLC, in the form
of a $200,000 compensating account balance. The credit was subsequently amended
and extended through December 31, 2002. Management anticipates the addition to
the credit line will be sufficient for the needs of the business, pending our
collection of a large receivable due from one particular client, a portion of
which, $626,760 or 52%, was received on December 13, 2002. Management
anticipates that the arrangement will be continued as required until the
remaining receivable is collected.

                                       20


Critical Accounting Policies and Estimates

General. Discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of our financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent
liabilities. On a regular basis, we evaluate estimates, including those related
to bad debts, intangible assets, restructuring, and litigation. Estimates are
based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

We believe the following critical accounting policies require significant
judgments and estimates used in the preparation of our consolidated financial
statements.

Revenue Recognition. Our revenue recognition policy is significant because our
revenues are a key component of our results of operations. We recognize revenue
in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements (SAB 101), as amended by SAB 101A and 101B. SAB 101
requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectibility
is reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the fee charged for
services rendered and products delivered and the collectibility of those fees.
Our operations require us to make significant assumptions concerning cost
estimates for labor and expense on contracts in process. Due to the
uncertainties inherent in the estimating process for costs to complete contracts
in process under the percentage of completion method, it is possible that
completion costs for some contracts may need to be revised in future periods.
Should changes in conditions or estimates cause management to determine a need
for revisions to these balances in transactions or periods, revenue recognized
for any reporting period could be adversely affected.

Allowance for Doubtful Accounts. This allowance is for estimated losses
resulting from the inability of our customers to make required payments. It is a
significant estimate and is regularly evaluated by us for adequacy by taking
into consideration factors such as past experience, credit quality of the
customer, age of the receivable balance, individually and in the aggregate, and
current economic conditions that may affect a customer's ability to pay. The use
of different estimates or assumptions could produce different allowance
balances. If the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
provisions for doubtful accounts with assistance from legal counsel, may be
required.

Contingencies. From time to time we are engaged in legal actions arising in and
out of the ordinary course of business. We, with assistance from legal counsel,
are required to assess the likelihood of any adverse judgments or outcomes to
these matters as well as potential ranges of probable losses. A determination of
the amount of liability required, if any, for these contingencies are made after
careful analysis of each individual matter. The required reserves, if any, may
change in the future due to new developments in each matter or changes in
approach, such as a change in settlement strategy for a particular matter. There
are no pending matters of litigation as of this filing.

Goodwill and Intangible Assets. We have significant intangible assets, including
goodwill. The determination of whether or not these assets are impaired involves
significant judgments. We periodically evaluate acquired goodwill and intangible
assets for potential impairment indicators. Our judgments regarding the
existence of impairment indicators are based on market conditions and
operational performances of the acquired assets. In assessing the recoverability
of these assets, we must make assumptions regarding estimated future cash flows
and other factors. If these estimates and related assumptions change in the
future, significant impairment charges may be recorded in future periods

Amortization Expense The Financial Accounting Standards Board's Statement of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets" provide guidance on the
application of generally accepted accounting principles for business
acquisitions completed by us. We used the purchase method of accounting for
business acquisitions. We allocated the purchase price of business acquisitions
based on the fair market value of identifiable tangible and intangible assets.
The difference between the total cost of the acquisition and the sum of the fair
values of acquired tangible and identifiable intangible assets, less
liabilities, is recorded as goodwill. Through September 30, 2001, goodwill was
amortized over various periods up to 15 years. The assignment of useful lives

                                       21


was based on the acquisition's ability to generate sufficient operating results
to support the recorded goodwill balance. In accordance with SFAS No. 142, we
ceased amortizing approximately $4 million of goodwill for acquisitions
subsequent to September 30, 2001.

Impairment of Assets. We assess the impairment of goodwill, intangibles and
long-lived assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors we consider important, which
could trigger an impairment review include, without limitation, (i) significant
under-performance relative to expected historical or projected future operating
results; (ii) significant changes in the manner or use of the acquired assets or
the strategy for our overall business; (iii) significant negative industry or
economic trends; and (iv) increased competitive pressures. When we determine
that the carrying value of intangibles, long-lived assets and related goodwill
may be impaired, we evaluate the ability to recover those assets. If those
assets are determined to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. In accordance with SFAS No. 142, we are required to
perform annual testing of goodwill for impairment each fiscal year. Our test
subsequent to September 30, 2002 indicated no impairment of goodwill as of
October 1, 2002.

Deferred Tax Valuation Allowance -- FY 2002

We have net operating loss carry-forwards of approximately $10.8 million as of
September 30, 2002 (See Note E to the Financial Statements). We have established
a 100% valuation allowance on the net deferred tax asset arising from the loss
carry forwards in excess of the deferred tax liability. The valuation allowance
has been recorded, as we have not been able to determine that it is more likely
than not that the deferred tax assets will be realized.

Effect of Recent Accounting Pronouncements

The pronouncements that may affect us in the ensuing fiscal year are:

On October 1, 2001, we adopted SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the use
of the purchase method of accounting and prohibits the use of the
pooling-of-interests method of accounting for business combinations initiated
after June 30, 2001. SFAS No. 141 also requires that companies recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria and, upon adoption of SFAS No. 142, that companies
reclassify the carrying amounts of intangible assets and goodwill based on the
criteria in SFAS No. 141. SFAS No. 142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually. In addition, SFAS No. 142 requires that companies identify
reporting units for the purposes of assessing potential future impairments of
goodwill, reassess the useful lives of other existing recognized intangible
assets, and cease amortization of intangible assets with and indefinite useful
life. An intangible asset with an indefinite useful life should be tested for
impairment in accordance with the guidance in SFAS No. 142. Our previous
business combinations were accounted for using the purchase method. As of
September 30, 2002, the net carrying amount of goodwill was $3,948,343. We
recorded $363,924 of amortization expense during the year ended September 30,
2001. We have determined that we have one reportable unit. As a result of
implementing SFAS 142 we ceased amortizion of goodwill. The amount of such
amortization in the prior year amounted to approximately $364,000 as compared to
nil in the current year. Our recent testing indicated no impairment of goodwill.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 is effective October 1, 2002 for us. We believe the adoption of
this statement will have no material impact on our consolidated financial
statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 requires that those long-lived assets
be measured at the lower of carrying amount or fair value, less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001 and, generally, are to be applied prospectively. As we
have not identified any activities for disposal there is no effect on our
financial statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses the recognition, measurement,
and reporting of costs associated with exit or disposal activities, and

                                       22


supersedes Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)." The principal
difference between SFAS 146 and EITF 94-3 relates to the requirements for
recognition of a liability for a cost associated with an exit or disposal
activity. SFAS 146 requires that a liability for a cost associated with an exit
or disposal activity, including those related to employee termination benefits
and obligations under operating leases and other contracts, be recognized when
the liability is incurred, and not necessarily the date of an entity's
commitment to an exit plan, as under EITF 94-3. SFAS 146 also establishes that
the initial measurement of a liability recognized under SFAS 146 be based on
fair value. The provisions of SFAS 146 are effective for exit or disposal
activities that are initiated after December 15, 2002. As we have not identified
any activities for disposal there is no effect on our financial statements.

Market Risk

Market risk is the potential change in a financial instrument's value caused by
fluctuations in interest or currency exchange rates, or in equity and commodity
prices. Our activities expose us to certain risks that management evaluates
carefully to minimize earnings volatility. At September 30, 2002, and during
each of the two prior years in the periods then ended, we were not a party to
any derivative arrangement and we do not engage in trading, market-making or
other speculative activities in the derivatives markets. Because our contracts
are dollar denominated we do not have foreign currency exposure. As discussed in
Note C of the Notes to Consolidated Financial Statements, loans outstanding
under the Company's asset based line of credit bear interest at prime plus 2%
(6.75% at September 30, 2002).

Item 7 - FINANCIAL STATEMENTS

The financial statements required by this item begin on page F-1 of this Form
10-KSB. An index to the financial statements is contained in that separate
section.

Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On March 11, 2002, acting on the direction and approval of our Board of
Directors, we informed BDO Seidman, LLP that we were releasing them as our
independent public accountants and selecting another firm for those services.
Our financial statements for the fiscal year ended September 30, 2001 , were
audited by BDO Seidman, LLP. The reports of BDO Seidman, LLP on our 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 to change accountants was recommended by our Audit Committee and
made pursuant to the authority granted by our Board of Directors. It was based
on a review of a number of firms including BDO Seidman and reflected a
consideration of service levels, proximity to our operating centers and
headquarters and anticipated fees, among other factors.

Through March 11, 2002, there were no disagreements between us 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.

On March 26, 2002 we engaged Grant Thornton LLP as our independent certified
public accountant. During the two most recent fiscal years and interim periods
since the end of the most recent fiscal year through the date of engagement we
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 our financial statements, and no
written or oral advice from Grant Thornton was provided to or considered by us
in reaching a decision as to any accounting, auditing or financial reporting
issue. Further, there were no matters that were either the subject of a
disagreement or a reportable event as contemplated in Regulation S-B, Item
304(a)(1)(iv) and the views of Grant Thornton LLP on any issues were neither
requested nor received.

                                       23


The change in independent certifying accountants was reported on Forms 8-K dated
March 11 and 23, 2002 and filed with the Securities and Exchange Commission.

                                    PART III

Item 9 - DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

Our current directors and executive officers are:

     Name                       Age      Position
     ----                       ---      --------

     John C. Antenucci          56       Vice Chairman, Director, President and
                                         Chief Executive Officer of PGRA;
                                         President and Chief Executive Officer
                                         of PGI-MD

     Frederick G. Beisser       60       Director, Vice President - Finance and
                                         Administration, Secretary and Treasurer

     Gary S. Murray             56       Chairman of the Board and Director

     Raymund E. O'Mara          61       Director

     J. Gary Reed               54       Director and Chief Operating Officer of
                                         PGI-MD

     William S. Strang          46       Director

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

John C. Antenucci is President and Chief Executive Officer of PGRA and has been
a director since November 3, 1997. He is the founder and has been the President
and Chief Executive Officer of PGI-MD since 1979. He is a former president of
AM/FM International (now GITA), a professional association for utility industry
users of geographic information systems. He has served as a member of the
National Academy of Sciences Advisory Committee on the Future of U.S. Geological
Survey and in a similar capacity on the Academy's Advisory Committee for Mapping
Sciences. He serves as an advisor to Ohio State University's Center for Mapping,
has recently co-authored the Manual of Geospatial Science and Technology, a text
book on geographic information systems, global positioning systems and remote
sensing, and was editor and co-author of on an earlier textbook on geographic
information systems. Mr. Antenucci holds an MS in Civil Engineering/Water
Resources from Catholic University of America in Washington, D.C. and a Bachelor
of Civil Engineering from the same institution.

Frederick G. Beisser joined PGRA's predecessor, DCX Inc, as Chief Financial
Officer in July 1990 and was promoted to Vice President - Finance and
Administration, on March 28, 1997 and to Senior Vice President - Finance
effective January 1, 2002. He was elected to the Board of Directors in March
1991 at which time he also became Treasurer and was subsequently appointed
Secretary on October 1, 1991. Mr. Beisser's directorship ended on April 30, 2002
upon the election of Mr. Strang, below. Mr. Beisser is a Colorado Certified
Public Accountant. Prior to joining PGRA, he held financial management and
controller positions with the U.S. 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 in Pueblo, Colorado. In addition, Mr. Beisser
has a diploma from the Air War College. He is also a member of the Board of
Directors of Environmental Energy Services, Inc. (formerly Wastemasters, Inc.)
of El Reno, Oklahoma.

                                       24


Raymund E. O'Mara has been a director of PGRA since November 3, 1997. He is a
principal with Booz Allen & Hamilton, consultants, since 1996. Prior to joining
Booz Allen & Hamilton, Mr. O'Mara retired from the U.S. 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 served as 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, New
York and a BS in Electrical Engineering from the New Jersey Institute of
Technology at Newark.

Gary S. Murray was appointed Chairman of the Board of Directors on July 6, 1999
and has served as a director of PGRA since June 26, 1998. Mr. Murray is the
founder and managing member of HumanVision L.L.C., an advisory and investment
firm located in Landover, Maryland. He was also co-founder and a principal of
Timebridge Technologies (Lanham, Maryland), an e-commerce firm specializing in
database and network services that was acquired by Dimension Data Holdings PLC
in November 2000. Mr. Murray was founder, chairman and president of systems
integrator Sylvest Management Systems (Lanham, Maryland) until its acquisition
by Federal Data Corporation in June 1997. He holds a BBA from Howard University,
Washington, D.C. and is a Certified Public Accountant.

J. Gary Reed is the Chief Operating Officer of PGI-MD. He was formerly a
director of PGRA from November 2, 1997 until April 30, 2002. Mr. Reed has been
employed by PlanGraphics in several capacities since 1995. Prior to joining
PlanGraphics, he held several executive positions during a twenty-one 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.

William S. Strang, was elected to the Board of Directors 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 e-Commerce
solutions provider, from October 2000 until June 2001, and from June 1997 until
October 2000 he was President & CEO of TimebridgeTechnologies, 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.

Other Associations

During the past five years, one principal of PGRA has served as a principal of
the following reporting issuer during the periods and in the capacities noted
below:

Principal                Reporting Issuer           Capacity         Period
- ------------             ----------------------     ------------     ---------
Frederick G. Beisser     Environmental Energy       Director         March 1999
                         Services, Inc. (FKA:                        to present
                         Wastemasters, Inc.)

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 submitted to us during and with
respect to our most recent fiscal year, we believe that all directors, officers
and any beneficial owner of more than 10 percent of our registered shares timely
filed all reports required by Section 16(a) of the Exchange Act with the
exception of one officer and director, John C. Antenucci, and one former
director, Jeanne M. Anderson, each of whom did not timely file a Form 4 for one
transaction.

                                       25




Item 10 - EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid and accrued by PGRA for
services rendered during the fiscal years ended September 30, 2002, September
30, 2001 and September 30, 2000 to certain of our executive officers.

                                                                             Long Term
                                     Annual Compensation                    Compensation
                                     -------------------                    ------------
                                                                        Awards         Payouts
                                                                        ------         -------
                                                       Other           Options/
   Name and                                            Annual            SARs           LTIP          All
   Principal                                Bonus      Compen-           ----          Payouts       Other
   Position          Year   Salary ($)       ($)      sation ($)      granted (#)        ($)          ($)
- ------------------   ----   ----------   ----------   ----------      ----------      ----------   ----------
                                                                              
John C               2002   $  175,181         --           --         1,941,258(2)         --           --
Antenucci, Vice
Chairman,            2001   $  157,499         --           --              --              --           --
President
and CEO              2000   $  138,219         --           --              --              --           --



Stephen              2002         --           --           --              --              --           --
Carreker, Former
Chairman and         2001         --           --           --              --              --           --
CEO                  2000   $   17,719         --     $  240,750(1)         --              --           --


J. Gary Reed,        2002   $  124,211         --      1,320,000(2)         --              --
Director and Chief
Operating Officer    2001   $  103,499   $    8,000         --              --              --           --
of PlanGraphics      2000   $   96,104   $    8,000         --              --              --           --


(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.
(2)  The quantities of stock options granted during FY 2002 to Mr. Antenucci and
     to Mr. Reed, pursuant to their Employment Agreement s in exchange for
     relinquishing certain anti-dilution rights relative to stock option
     entitlements contained in their prior employment agreements which had been
     held in abeyance since June 30, 1998.

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

                             OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                      [Individual Grants]

                       Number of       Percent of total
                       securities        options/SARs
                       underlying         granted to
                      options/SARs       employees in     Exercise or base
      Name             granted (#)        fiscal year      Price ($/Share)      Expiration Date
      ----             -----------        -----------      ---------------      ---------------
John C. Antenucci,
Vice Chairman,          1,941,258             37%               $0.07            April 30, 2007
President and
CEO

J. Gary Reed,
Director and Chief      1,320,000             25%               $0.03            December 31, 2006
Operating Officer
of PlanGraphics

                                       26


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

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

John C. Antenucci,
Vice Chairman,               -                 -            1,943,719/0(1)           -
President and
CEO

J. Gary Reed,
Director and Chief           -                 -            1,322,156/0(2)           -
Operating Officer
of PlanGraphics

(1)  In accordance with his employment agreement dated May 1, 2002, Mr.
     Antenucci received fully vested stock options to purchase 1,941,258 shares
     of our common stock at an exercise price of $0.07 on May 1, 2002. Mr.
     Antenucci also has another 2,461 options that were previously granted
     during his employment. As noted below under Employment Agreements, Mr.
     Antenucci is entitled to future grants of stock options annually and if
     certain performance goals are met.

(2)  In accordance with his employment agreement dated January 1, 2002, Mr. Reed
     received fully vested options to purchase 1,320,000 shares of our common
     stock at an exercise price of $0.03 per share. Mr. Reed also has 2,156
     options that were previously granted during his employment.







                                       27



Compensation of Directors

Our directors who are employees of our company or our subsidiaries do not
receive any compensation for their services as directors. Through April 1, 2002,
non-employee directors received cash compensation for board and committee
meetings in addition to options to purchase common stock granted upon election
to the board. Effective May 1, 2002, non-employee directors no longer receive
cash payments for director or committee fees; rather, they are entitled to
standardized stock option grants on the first day of a directorship year which
begins on the date of election to the board. It is pro-rated for a new director
appointed after a board year has begun. Directors receive a grant of 200,000
options to purchase common stock at an exercise price equal to the closing price
on the date of appointment; if the director becomes a board committee chairman
the option is increased by 50%, and if the director is elected as chairman of
the board, the options are increased by 100%.

One former non-employee director, Ms. Jeanne M. Anderson, was compensated at a
rate of $850 per month pursuant to a previous agreement. During fiscal year
2002, Ms. Anderson received $10,200 in fees and expenses for her services as a
director during the fiscal year. Her board service ended on April 30, 2002.

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 provided 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. The agreement was
modified effective May 1, 2002 to prospectively terminate the base compensation
and harmonize the agreement with the standard fees for non-employee directors.
During fiscal year 2002, Mr. Murray received $41,667 in fees for his services as
chairman and director that were paid in the form of unregistered common stock.

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

Mr. Antenucci.

We entered into a three-year employment agreement with John C. Antenucci,
effective May 1, 2002 to continue his employment as President and CEO of PGRA.
The agreement set Mr. Antenucci's base salary at $157,000 per year with
provisions for certain incentive bonuses consisting of an amount equal to 1.5%
of amount by which revenues exceed targeted revenues, an amount equal to 10% of
the amount by which net income exceeds zero, an additional general performance
bonus paid in either cash or stock options that may not exceed 15% of salary for
the year for the former and may not exceed 0.5% of outstanding shares if paid in
options and a stock appreciation award in stock options to acquire 0.5% of
outstanding shares on the first occasion that the closing price of PGRA remains
at or above 25 cents per share for 30 consecutive days, 1% of outstanding shares
upon first occasion that the closing price remains at or above 50 cents for 30
days and 2% of outstanding shares on the first occasion that PGRA is listed on
NASDAQ, AMEX or NYSE . Compensation may be increased or decreased from time to
time by the board of directors but may not be reduced by more that 10%. In
exchange for relinquishing his entitlement to anti-dilution stock options for
the period subsequent to June 30, 1998 contained in his prior employment
agreement that had not been granted and for which the issue of such options had
been held in abeyance, Mr. Antenucci also received a one time grant of options
equal to 2% of the outstanding shares on the date of his agreement to acquire
shares of common stock at an exercise fee of seven cents, an entitlement to
further grants of options on each anniversary of the agreement equal to 1% of
the outstanding shares to be immediately fully vested and priced at the closing
price on such anniversary date and the right upon termination of the agreement
to two computers with related peripheral and communications devices not to
exceed $10,000. The agreement provides for continuation of compensation upon
termination for convenience of the company, for resignation upon change of
control or non-renewal at an amount equal to one month of compensation for each
year of service to the corporation; upon resignation of the executive or upon
death or disability equal to three months compensation. Mr. Antenucci is also
entitled to life insurance in the amount of $1,000,000 plus $250,000 AD&D paid
by the company, automobile allowance of $450 per month and reimbursement of
expenses and fees incidental to his position. In addition, as compensation for
his guarantee of company debt, he is to receive at the end of each fiscal year
compensation equal to 5% of the weighted average of the amount of debt that was
personally guaranteed by him, paid in the form of cash or stock options and if
paid in options they will be priced at the closing price of PGRA at the day
prior to grant.

                                       28


Mr. Beisser.

We entered into a new one-year employment agreement with Frederick G. Beisser,
effective January 1, 2002 to continue his employment as Senior Vice
President--Finance of PGRA. The agreement set Mr. Beisser's base salary at
$66,000 per year with provisions for bonuses up to 20% of base salary if certain
goals are achieved. Compensation may be increased or decreased from time to time
by the board of directors but may not be reduced by more that 10%. In exchange
for relinquishing his entitlement to anti-dilution stock options for the period
subsequent to June 30, 1998 contained in his prior employment agreement that had
not been granted and for which the issue of such options had been held in
abeyance, Mr. Beisser received a one time grant of options to acquire 880,000
shares of common stock at an exercise fee equal to the closing price of three
cents per share on January 1, 2002 or the most recent closing price preceding
that date. The agreement provides for continuation of compensation upon
termination for convenience of the company, for resignation upon change of
control or non-renewal at an amount equal to one month of compensation for each
year of service to the corporation; upon resignation of the executive or upon
death or disability equal to three months compensation. Mr. Beisser is also
entitled to life insurance in the amount of $150,000 plus $100,000 AD&D paid by
the company, automobile allowance of $225 per month and reimbursement of
expenses and fees incidental to his position. We recently notified Mr. Beisser
of our intent to extend his employment agreement through December 31, 2003.

Mr. Reed.

We entered into a new one-year employment agreement with J. Gary Reed, effective
January 1, 2002 to continue his employment as Senior Vice President--Chief
Operating Officer of PGI-MD. The agreement set Mr. Reed's base salary at
$125,000 per year with provisions for bonuses up to 40% of base salary if
certain goals are achieved. Compensation may be increased or decreased from time
to time by the board of directors but may not be reduced by more that 10%. In
exchange for relinquishing his entitlement to anti-dilution stock options for
the period subsequent to June 30, 1998 contained in his prior employment
agreement that had not been granted and for which the issue of such options had
been held in abeyance, Mr. Reed received a one time grant of options to acquire
1,220,000 shares of common stock at an exercise fee equal to the closing price
of three cents per share on January 1, 2002 or the most recent closing price
preceding that date. The agreement provides for continuation of compensation
upon termination for convenience of the company for 12 months, upon resignation
of the executive or absence of renewal or extension by the company for six
months, and upon death or disability for three months. Mr. Reed is also entitled
to life insurance in the amount of $250,000 plus $100,000 AD&D paid by the
company, automobile allowance of $250 per month and reimbursement of expenses
and fees incidental to his position. We recently notified Mr. Reed of our intent
to extend his employment agreement through December 31, 2003.

Dispute with Former Executive

We were the respondent in an arbitration claim by our former chief financial
officer who claimed that he was constructively discharged and sought severance
compensation equal to three year's compensation. We asserted that he resigned
and was not constructively discharged; therefore he should be not entitled to
any severance compensation. The case was arbitrated in February 2000 and the
arbitrator subsequently awarded him 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. We paid the award and all associated costs and expenses in December
2001.

                                       29


Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following parties own more than five percent of our common stock as of
December 20, 2001:

 Name and Address of              Amount & Nature of Beneficial
  Beneficial Owner                        Ownership                  Percentage
- -------------------------------   -----------------------------      ----------

ICTS 1994 (USA) Inc.              17,142,8573
1 Rockefeller Plaza, Suite 2412   Sole dispositive and voting power     17.6%
New York, NY 10020

(1)  According to information on Schedule 13G filed with the SEC on March 21,
     2002, ICTS 1994 (USA) Inc., a corporation organized in the State of New
     York, holds 17,142,857 shares of our Common Stock. Based upon information
     in that filing, M. Albert Nissim, President, has sole voting control over
     the corporation.

Security ownership of management:

The directors and officers of PGRA own the following percentages of our common
stock as of December 18, 2002:

         Name and Address of                    Amount & Nature of
          Beneficial Owner                     Beneficial Ownership   Percentage
- ------------------------------------------     --------------------   ----------

John C. Antenucci                              8,384,024(1)              7.9%
President, Acting CEO and Director             Sole dispositive and
c/o PlanGraphics, Inc.                         voting power
112 East Main Street
Frankfort, KY 40601

Frederick G. Beisser                           1,416,193(2)              1.4%
Vice President - Finance & Administration,     Sole dispositive and
Secretary, Treasurer and Director              voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

Gary S. Murray                                 18,438,595(3)            15.9%
Chairman and Director                          Sole voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

Raymund E. O'Mara                              448,576(4)                0.5%
Director                                       Sole dispositive and
c/o PlanGraphics, Inc.                         voting power
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

J. Gary Reed                                   1,370,871(5)              1.4%
Director                                       Sole dispositive and
c/o PlanGraphics, Inc.                         voting power
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

William S. Strang                              5,714,286                 5.6%
Director                                       Sole dispositive and
c/o PlanGraphics, Inc.                         voting power
19039 East Plaza Drive, Suite 245
Parker, CO 80134

All Directors and Officers                     35,772,545               26.9%
As a group (6 persons)

                                       30


(1)  Includes 2,039,719 shares of common stock issuable pursuant to the exercise
     of 1,943,719 options, 96,000 warrants and 13,000 shares of common stock
     owned by Mr. Antenucci's spouse, for which he is deemed to be a beneficial
     owner.

(2)  Includes 936,293 shares of common stock issuable pursuant to the exercise
     of 920,293 options and 16,000 warrants.

(3)  Includes 7,116,246 shares of common stock and 336,250 shares of common
     stock issuable pursuant to the exercise of options for Mr. Murray in direct
     ownership. Also includes 10,586,099 shares of common stock and warrants to
     purchase 405,000 shares of common stock owned by HumanVision L.L.C. Mr.
     Murray, as a member and managing director, is a control person of
     HumanVision L.L.C.

(4)  Includes 140,000 shares of common stock issuable pursuant to the exercise
     of 40,000 options and 100,000 warrants.

(5)  Includes 1,370,871 shares of common stock issuable pursuant to the exercise
     of 1,322,156 options and 4,000 warrants to acquire common stock.

Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John C. Antenucci, President and a director of PGRA, is a 10% partner in the
organization that owns the facilities in Frankfort, Kentucky, leased by PGI-MD.
The annual lease cost is approximately $327,000 per year for 20,500 square feet.
PGI-MD entered into the lease in 1995, prior to the acquisition of PGRA. 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 PGI-MD at that time by the
disinterested members of its Board of Directors.

John C. Antenucci, President and a director of PGRA, personally guaranteed an
obligation of PGRA on September 22, 1997. As consideration for such guaranty,
PGRA agreed to pay Mr. Antenucci 5% of the outstanding loan balance on an annual
basis. PGRA 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
$20,175. The agreement was considered to be in the best interests of PGRA at the
time of the agreement by the disinterested members of its Board of Directors.

Gary S. Murray, Chairman and a director of PGRA, 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. Both parties subsequently executed a
modification of the agreement effective May 1, 2002 that caused annual
compensation paid in common stock to cease as of April 30, 2002 in order to
align the agreement with the new standard compensation arrangements for our
non-employee directors.

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, 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 has been replaced with the Branch Banking & Trust
Company line of credit. As consideration, PlanGraphics was to make quarterly

                                       31


payments of an amount equal to two percent of the value of the standby letter of
credit. In the event Branch Banking & Trust Company called the standby letter of
credit, PlanGraphics would have 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 serve as collateral should the standby letter of
credit be called. PGRA also provided a guarantee to HumanVision L.L.C. offering
its stock in PlanGraphics as consideration.

On May 15, 2001, we executed another 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, both notes
were paid in full with proceeds from the rights offering.

On February 1, 2002, two officers of PGRA, Frederick G. Beisser and John C.
Antenucci, borrowed $8,750 and $175,000, from PGRA and PGI-MD, respectively.
Repayment of the notes is due by February 1, 2004. The borrowed sums were used
to exercise subscription rights to purchase 250,000 and 5,000,000 shares of
common stock, respectively, in the rights offering that expired on the same
date. The notes receivable have been recorded as a reduction to common stock.
Each company's Board of Directors approved the loan of funds to each of its
officers as being in the company's best interest because it will provide greater
incentives to continue employment and motivation to strive for the success of
the company so that the value of our common stock will increase.

Mr. Beisser's note is collateralized by a lien in favor of the company on his
residence. Mr. Antenucci's note is collateralized by his purchased shares and
our right to 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 PlanGraphics receives on its money
market accounts. Both officers agreed not to sell the purchased shares of stock
for six months after the date of purchase. At the time of approval by the Board
of Directors, such loans were in full compliance with the rules and regulations
of the Securities and Exchange Commission.

Mr. Antenucci is a minority partner in Capitol View Development LLC, the
plaintiff with whom we settled a claim as described in Part II, Item I, Legal
Proceedings, above.

On August 14, 2002 Human Vision, LLC, a related party in which one of our
directors is a control person, agreed to provide a compensating balance deposit
of $200,000 at BB&T to facilitate a temporary increase to our line of credit,
pending our collection of certain receivables due to us from a major local
government entity. Upon collection of the receivable, we will immediately cause
the compensating balance to be released back to Human Vision LLC. The
arrangement also entitles Human Vision LLC to interest at the rate published in
the Wall Street Journal during the period in which the compensating balance in
on deposit and is secured by a lien on our accounts receivable.

                                     PART IV

Item 13- EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following financial statements, schedules and exhibits are filed as a
part of this report:

1. Financial Statements

2. Exhibit Index

The following exhibits are filed as part of this Report:

Exhibit
Number              Description of Exhibit
- ------              ----------------------

2.1                 Acquisition Agreement between DCX, Inc. and PlanGraphics,
                    Inc. (filed with Current Report, Form 8-K, on September 24,
                    1997 and incorporated herein by reference)

3.1                 Amended and Restated Articles of Incorporation of PGRA
                    (filed with our Definitive Proxy Statement dated May 3, 1991
                    and incorporated herein by reference).

                                       32


Exhibit
Number              Description of Exhibit
- ------              ----------------------

3.2                 Articles of Amendment to the Articles of Incorporation dated
                    November 6, 1996 (filed with Current Report, Form 8-K, on
                    November 27, 1996 and incorporated herein by reference).

3.2                 Articles of Amendment to the Articles of Incorporation dated
                    July 30, 1997 (filed with Current Report, Form 8-K, on
                    August 15, 1997 and incorporated herein by reference).

3.3                 Articles of Amendment to the Articles of Incorporation dated
                    May 02, 2002 changing the name of the Company to
                    PlanGraphics, Inc. *

3.4                 Amended and Restated Bylaws of PlanGraphics, Inc. adopted by
                    the Board of Directors on October 7, 2002. *

4.1                 Specimen Stock Certificate of PlanGraphics, Inc. *

4.2                 1995 Stock Incentive Plan (filed with Registration Statement
                    on Form S-8 on September 30, 1996 and incorporated herein by
                    reference).

4.3                 1997 Equity Incentive Plan (filed with Annual Report on Form
                    10-KSB on January 13, 1998 and incorporated herein by
                    reference).

4.4                 Equity Compensation Plan (filed with Registration Statement
                    on Form S-8 on September 8, 1999 and incorporated herein by
                    reference).

4.5                 Form of Warrant issued to Crossways Consulting Group, Inc.
                    and to Brean Murray & Co., Inc. (filed with Registration
                    Statement on Form SB-2/A on August 20, 2001 and incorporated
                    herein by reference).

10.1                Escrow Agent Agreement with Branch Bank & Trust Company
                    (filed with Registration Statement on Form SB-2/A on August
                    20, 2001 and incorporated herein by reference).

10.2                Agreement for Services with Crossways Consulting Group, Inc.
                    dated February 28, 2001. (filed with Registration Statement
                    on Form SB-2 on March 26, 2001 and incorporated herein by
                    reference).

10.3                Letter Agreement with Brean Murray & Co., Inc. dated March
                    13, 2001 (filed with Registration Statement on Form SB-2 on
                    March 26, 2001 and incorporated herein by reference).

10.4                Executive Employment Agreement dated March 28, 1997 between
                    PGRA and Frederick G. Beisser (filed with Quarterly Report
                    on Form 10-QSB on May 14, 1997 and incorporated herein by
                    reference).

10.5                Executive Employment Agreement dated September 22, 1997
                    between PGRA and John C. Antenucci (filed with Annual Report
                    on Form 10-KSB on January 13, 1998 and incorporated herein
                    by reference).

10.6                Executive Employment Agreement dated September 22, 1997
                    between PGRA and J. Gary Reed (filed with Annual Report on
                    Form 10-KSB on January 13, 1998 and incorporated herein by
                    reference).

10.7                Agreement for Services dated July 1, 2001 between PGRA and
                    Gary S. Murray (filed with Registration Statement on Form
                    SB-2/A on August 20, 2001 and incorporated herein by
                    reference).

10.8                Consulting Services Agreement dated July 1, 2001 between
                    PGRA and HumanVision L.L.C. (filed with Registration
                    Statement on Form SB-2/A on August 20, 2001 and incorporated
                    herein by reference).

10.9                Convertible Promissory Note by and between PGRA and
                    HumanVision L.L.C. (filed with Annual Report on Form 10-KSB
                    on February 20, 2001 and incorporated herein by reference).

                                       33


Exhibit
Number              Description of Exhibit
- ------              ----------------------

10.10               Stock Pledge Agreement by and between PGRA and HumanVision
                    L.L.C. (filed with Annual Report on Form 10-KSB on February
                    20, 2001 and incorporated herein by reference).

10.11               Guaranty by ISIS in favor of HumanVision L.L.C. (filed with
                    Annual Report on Form 10-KSB on February 20, 2001 and
                    incorporated herein by reference).

10.12               Promissory Note issued to Evans, Mechwart, Hambleton &
                    Tilton, Inc. dated November 7, 2000 (filed with Registration
                    Statement on Form SB-2/A on June 13, 2001 and incorporated
                    herein by reference).

10.13               Convertible Promissory Note by and between PGRA and
                    HumanVision, L.L.C. dated May 15, 2001 (filed with
                    Registration Statement on Form SB-2/A on June 13, 2001 and
                    incorporated herein by reference).

10.14               First Amendment to Promissory Notes by PGRA for the benefit
                    of HumanVision LLC dated May 21, 2001 (filed with
                    Registration Statement on Form SB-2/A on June 13, 2001 and
                    incorporated herein by reference).

10.15               Loan Agreement dated May 31, 2001 by and between Branch
                    Banking and Trust Company, PlanGraphics, Inc., John C.
                    Antenucci and Robin L. Antenucci (filed with Registration
                    Statement on Form SB-2/A on June 13, 2001 and incorporated
                    herein by reference).

10.16               Security Agreement dated May 31, 2001 by and between Branch
                    Banking and Trust Company and PlanGraphics, Inc. (filed with
                    Registration Statement on Form SB-2/A on June 13, 2001 and
                    incorporated herein by reference).

10.17               Promissory Note by PlanGraphics, Inc. in favor of Branch
                    Banking and Trust Company dated May 31, 2001 (filed with
                    Registration Statement on Form SB-2/A on June 13, 2001 and
                    incorporated herein by reference).

10.18               Guaranty Agreement dated May 31, 2001 by John C. Antenucci
                    (filed with Registration Statement on Form SB-2/A on June
                    13, 2001 and incorporated herein by reference).

10.19               Customer Contract with the City of New York (filed with
                    Registration Statement on Form SB-2/A on August 20, 2001 and
                    incorporated herein by reference).

10.20               Employment Agreement between PGRA and J. Gary Reed, dated
                    January 1, 2002, and executed on April 22, 2002 (filed with
                    quarterly report for March 31, 2002 and incorporated herein
                    by reference).

10.21               Employment Agreement between PGRA and Frederick G. Beisser,
                    dated January 1, 2002 and executed on May 2, 2002 (filed
                    with quarterly report for March 31, 2002 and incorporated
                    herein by reference).

10.22               Employment Agreement between PGRA and John C. Antenucci,
                    dated and executed on May 1, 2002 (filed with quarterly
                    report for March 31, 2002 and incorporated herein by
                    reference).

10.23               First Amendment to Agreement for Services dated May 1, 2002
                    between PGRA and Gary S. Murray. *

21                  List of Subsidiaries. *

99.1                Sarbanes-Oxley Certification for the principal executive
                    officer, dated December 19, 2002. *

99.2                Sarbanes-Oxley Certification for the principal financial
                    officer, dated December 19, 2002 *

99.3                Code of Ethics for Senior Financial Officers implemented by
                    Board Decision on October 7, 2002 *

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

*    Filed herewith.

                                       34


(b) Reports on Form 8-K.

No reports were filed on Form 8-K during the fourth quarter of the fiscal year
ended September 30, 2002.

Item 14 - CONTROLS AND PROCEDURES

Inherent limitations of Control Systems

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Company's Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Senior Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). We also maintain internal controls
related to our financial management and reporting that are designed to ensure
that all transactions are properly authorized, captured and reported in our
periodic financial statements. In designing and evaluating these controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

Evaluation of Disclosure Controls and Procedures

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-KSB, and subject to the limitations above, the company's
Chief Executive Officer and Senior Financial Officer believe our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are
effective in timely alerting management to material information required to be
included in this Form 10-K and other Exchange Act filings.

Changes in Internal Controls

Based upon their most recent evaluation which was completed within 90 days of
the filing of this Form 10-KSB and subject to the limitations above, our Chief
Executive Officer and Senior Financial Officer believe that there were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any significant deficiencies or material weaknesses of internal
controls that would require corrective action.




                                       35



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               PLANGRAPHICS, INC.


Date: 12/30/2002                            By:  /s/  John C. Antenucci
      ----------                               ------------------------------
                                                      John C. Antenucci
                                                      President and Acting
                                                      Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated. The signatures below also constitute power of attorney for the
Principal Accounting Officer of the company with the advice of legal and
accounting advisors to file amendments as required to insure full and complete
disclosure of this form 10-KSB.

Signature                     Title                                     Date
- -------------                 -------------                          ----------


/s/  Fred Beisser             Senior Vice President--Finance         12/30/2002
- --------------------------    and, Secretary, Treasurer,             ----------
     Frederick G. Beisser     Principal Financial &
                              Accounting Officer and Director


/s/  John C. Antenucci        Acting CEO, President                  12/30/2002
- --------------------------    and Director                           ----------
     John C. Antenucci


/s/  Ray O'Mara               Director                               12/24/2002
- --------------------------                                           ----------
     Raymund E. O'Mara


/s/  Gary S. Murray           Chairman of the Board                  12/30/2002
- --------------------------    and Director                           ----------
     Gary S. Murray


/s/  William Strang            Director                              12/30/2002
- --------------------------                                           ----------
     William Strang


                                       36


                                  CERTIFICATION

I, John C. Antenucci, certify that:

     1. I have reviewed this annual report on Form 10-KSB of PlanGraphics, Inc.

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

        a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

        c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

        a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: December 30, 2002

                                            /s/  John C. Antenucci
                                            -----------------------------------
                                                 John C. Antenucci
                                                 President and
                                                 Chief Executive Officer

                                       37


                                  CERTIFICATION

I, Frederick G. Beisser, certify that:

     1. I have reviewed this annual report on Form 10-KSB of PlanGraphics, Inc.

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

        a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

        c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

        a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: December 30, 2002

                                            /s/  Fred Beisser
                                            -----------------------------------
                                                 Frederick G. Beisser
                                                 Senior Vice President - Finance

                                       38



                               PLANGRAPHICS, INC.
                              Financial Statements
                                  2002 and 2001




                                TABLE OF CONTENTS




                                                                            Page

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

   CURRENT YEAR OPINION                                                      F-2

   PRIOR YEAR OPINION                                                        F-3



FINANCIAL STATEMENTS

   CONSOLIDATED BALANCE SHEETS                                               F-4

   CONSOLIDATED STATEMENTS OF OPERATIONS                                     F-5

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                           F-6

   CONSOLIDATED STATEMENTS OF CASH FLOWS                                     F-7

   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS                                F-8



                                      F-1






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS







Board of Directors and Shareholders
Plan Graphics, Inc.

We have audited the accompanying consolidated balance sheet of PlanGraphics,
Inc. (formerly Integrated Spatial Information Solutions, Inc., and a Colorado
corporation) as of September 30, 2002, and the related consolidated statements
of operations, shareholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Plan
Graphics, Inc. as of September 30, 2002, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.


/S/ Grant Thornton LLP


Cincinnati, Ohio
November 19, 2002

                                      F-2






               Report of Independent Certified Public Accountants






The Board of Directors and Stockholders
PlanGraphics, Inc. (formerly Integrated Spatial Information Solutions, Inc.)
Frankfort, Kentucky

We have audited the accompanying consolidated balance sheet of PlanGraphics,
Inc. (formerly Integrated Spatial Information Solutions, Inc). and subsidiary as
of September 30, 2001 and the related consolidated statement of operations,
stockholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated financial statements
based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
PlanGraphics, Inc. and subsidiary as of September 30, 2001 and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.



                                            /S/ BDO Seidman, LLP

Los Angeles, California
December 21, 2001

                                       F-3




                                       PLANGRAPHICS, INC.

                                   CONSOLIDATED BALANCE SHEETS

                                   September 30, 2002 and 2001

         ASSETS                                                         2002            2001
                                                                    ------------    ------------
CURRENT ASSETS
                                                                              
  Cash and cash equivalents                                         $     60,806    $     18,799
  Accounts receivable, less allowance for doubtful accounts of
    $13,609 and $12,754                                                3,205,060       2,134,739
  Prepaid expenses and other                                             115,236         123,144
                                                                    ------------    ------------
         Total current assets                                          3,381,102       2,276,682

PROPERTY AND EQUIPMENT
  Land and building under capital lease - related party                1,866,667       1,866,667
  Equipment and furniture                                                849,159         710,054
  Other leased assets                                                    255,602         255,600
                                                                    ------------    ------------
                                                                       2,971,428       2,832,321
    Less accumulated depreciation and amortization                     1,599,673       1,372,613
                                                                    ------------    ------------
                                                                       1,371,755       1,459,708

OTHER ASSETS
  Goodwill, net of accumulated amortization of
    $1,510,446 for 2002 and 2001                                       3,948,343       3,948,343
  Other                                                                  115,181         101,959
                                                                    ------------    ------------
                                                                       4,063,524       4,050,302
                                                                    ------------    ------------

                                                                    $  8,816,381    $  7,786,692
                                                                    ============    ============

         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable - current maturities                                $    880,082    $    788,780
  Obligations under capital lease - related party, current               117,103         102,263
  Checks written against future deposits                                    --            24,100
  Accounts payable                                                       920,886       1,406,455
  Accrued payroll costs and vacations                                    472,162         428,438
  Accrued expenses                                                       112,305         387,265
  Accrued litigation costs                                                  --           358,344
  Deferred revenue and prebillings                                       450,829         181,575
                                                                    ------------    ------------
         Total current liabilities                                     2,953,367       3,677,220

LONG-TERM OBLIGATIONS under capital leases - related
  party, less current maturities                                       1,356,030       1,609,955

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Convertible preferred stock, $.001 par value, 20,000,000 shares           --              --
   authorized, no shares issued or outstanding
  Common stock, no par value, 2,000,000,000 shares authorized,
    97,214,418 and 19,649,539 shares issued and outstanding           20,688,118      18,103,781
  Notes receivable for equity transactions                              (183,750)           --
  Accumulated deficit                                                (15,997,384)    (15,604,264)
                                                                    ------------    ------------
                                                                       4,506,984       2,499,517
                                                                    ------------    ------------

                                                                    $  8,816,381    $  7,786,692
                                                                    ============    ============

The accompanying notes are an integral part of these statements.

                                               F-4


                                     PLANGRAPHICS, INC.

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                           Years ended September 30, 2002 and 2001

                                                                    2002            2001
                                                                ------------    ------------

Revenues                                                        $  8,159,275    $  7,639,735

Cost of sales:
  Direct contract costs                                            5,006,056       4,475,201
  Salaries and employee benefits                                   1,667,197       1,668,081
  General and administrative expenses                              1,058,556       1,348,046
  Marketing expenses                                                 272,933         222,550
  Other operating expenses                                           257,536         666,756
                                                                ------------    ------------
         Total costs and expenses                                  8,262,278       8,380,634
                                                                ------------    ------------

         Operating loss                                             (103,003)       (740,899)
                                                                ------------    ------------

Other income (expense):
  Other income                                                        25,141          71,698
  Gain on sale of assets                                                --                43
  Loss on litigation settlements                                        --           (76,344)
  Interest expense                                                  (315,258)       (378,100)
                                                                ------------    ------------
                                                                    (290,117)       (382,703)
                                                                ------------    ------------

         NET LOSS                                               $   (393,120)   $ (1,123,602)
                                                                ============    ============

Basic and diluted loss per common share                         $      (0.01)   $      (0.06)
                                                                ------------    ------------

Weighted average number of shares of common stock outstanding     64,228,797      19,435,246
                                                                ============    ============


The accompanying notes are an integral part of these statements.

                                             F-5


                                                      PLANGRAPHICS, INC.

                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                         Year ended September 30, 2002 and 2001


                                                Common Stock
                                        ---------------------------      Notes        Common Stock     Accumulated
                                           Shares         Amount       Receivable     to be Issued       Deficit         Total
                                        ------------   ------------   ------------    ------------    ------------    ------------

Balance, October 1, 2000                  18,674,382   $ 17,655,369   $       --      $     25,000    $(14,480,662)   $  3,199,707

Issuance of common stock for cash
     and options exercised                    82,448         20,612           --              --              --            20,612

Issuance of common stock to related
     parties for cash                        400,000        100,000           --              --              --           100,000

Issuance of common stock to unrelated
     parties for cash                        180,000         45,000           --           (25,000)           --            20,000

Issuance of common stock for services        312,709         64,400           --              --              --            64,400

Stock options and warrants issued for
     consulting services                        --          109,400           --              --              --           109,400

Beneficial conversion feature on
     convertible debt to be charged
     to interest expense (Note 3)               --          109,000           --              --              --           109,000

Net loss                                        --             --             --              --        (1,123,602)     (1,123,602)
                                        ------------   ------------   ------------    ------------    ------------    ------------

Balance at September 30, 2001             19,649,539     18,103,781           --              --       (15,604,264)      2,499,517

Issuance of common stock under rights
      offering                            76,757,134      2,538,810           --              --              --         2,538,810

Issuance of common stock for services        807,745         45,527           --              --              --            45,527

Notes receivable from officers for
     purchase of common stock                   --             --         (183,750)           --              --          (183,750)

Net loss                                        --             --             --              --          (393,120)       (393,120)
                                        ------------   ------------   ------------    ------------    ------------    ------------

Balance at September 30, 2002             97,214,418   $ 20,688,118   $   (183,750)   $       --      $(15,997,384)   $  4,506,984
                                        ============   ============   ============    ============    ============    ============


The accompanying notes are an integral part of these statements.

                                                             F-6


                                         PLANGRAPHICS, INC.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                               Year ended September 30, 2002 and 2001

                                                                                2002           2001
                                                                            -----------    -----------
Cash flows provided by (used in) operating activities:
  Net loss                                                                  $  (393,120)   $(1,123,602)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                               227,060        652,552
    Provision for losses on accounts receivable                                     855         11,748
    Stock options and warrants for services                                      45,527        173,800
    Gain on sale of assets                                                         --              (43)
    Amortization of debt discount                                                  --           62,750
    Changes in operating assets and liabilities
      Accounts receivable                                                    (1,071,176)      (759,713)
      Prepaid expenses and other                                                  7,908         49,010
      Other assets                                                              (13,222)         1,016
      Accounts payable                                                         (403,751)       732,844
      Accrued expenses                                                         (589,580)       268,917
      Deferred revenue and prebillings                                          269,254        (20,003)
                                                                            -----------    -----------
         Net cash provided by (used in) operating activities                 (1,920,245)        49,276
                                                                            -----------    -----------

Cash flows used in investing activities:
  Purchases of equipment                                                       (139,106)       (10,890)
                                                                            -----------    -----------
         Net cash used in investing activities                                 (139,106)       (10,890)
                                                                            -----------    -----------

Cash flows provided by (used in) financing activities:
  Checks written against future deposits                                        (24,100)       (37,512)
  Proceeds from debt                                                          2,510,362      4,947,301
  Payments on debt                                                           (2,419,061)    (4,986,917)
  Payments on obligations under capital lease                                  (239,085)      (103,377)
  Proceeds from exercise of stock options                                          --           20,612
  Proceeds from the issuance of common stock, net of stock issuance costs     2,273,242        120,000
                                                                            -----------    -----------
         Net cash provided by (used in) financing activities                  2,101,358        (39,893)
                                                                            -----------    -----------

Net increase (decrease) in cash                                                  42,007         (1,507)
Cash and cash equivalents at beginning of year                                   18,799         20,306
                                                                            -----------    -----------

Cash and cash equivalents at end of year                                    $    60,806    $    18,799
                                                                            ===========    ===========


The accompanying notes are an integral part of these statements.

                                                 F-7



                               PLANGRAPHICS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These consolidated financial statements include the accounts of
     PlanGraphics, Inc. (a Colorado Corporation and formerly Integrated Spatial
     Information Solutions, Inc.) and those of its wholly owned subsidiary
     PlanGraphics, Inc. ( a Maryland Corporation) (collectively the "Company").
     The Company, an independent consulting and advisory firm in information
     services and technology, provides business and web-enabled solutions
     exploiting the advanced technologies of geographic information systems,
     data warehousing, electronic document management systems and internal and
     external networks. Its customers are primarily federal, state and local
     governments, utilities, and commercial enterprises in United States and
     foreign markets requiring locational or "spatial" information. All
     significant inter-company accounts and transactions have been eliminated in
     consolidation.

     1.   Cash and Cash Equivalents
          -------------------------

     The Company considers all highly liquid investments purchased with an
     original maturity of three months or less to be cash equivalents.

     2.   Goodwill
          --------

     Goodwill represents the excess of the cost over the fair value of its net
     assets acquired at the date of acquisition and was being amortized on the
     straight-line method over fifteen years through September 30, 2001.
     Amortization expense on goodwill was $363,924 for the fiscal year ended
     September 30, 2001.

     Effective October 1, 2001, the Company adopted Statement of Financial
     Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
     Assets". Under the provisions of SFAS No. 142, the Company no longer
     amortizes goodwill. The Company must test goodwill for impairment at least
     annually. No impairment loss was recognized for fiscal year ended September
     30, 2002.

     3.   Property, Equipment and Depreciation and Amortization
          -----------------------------------------------------

     Property and equipment are recorded at cost.. Depreciation is provided
     primarily using accelerated methods over the estimated useful lives ranging
     from 5 to 31 years. Depreciation and amortization expense on property and
     equipment was $227,060 and $288,628 for the years ended September 30, 2002
     and 2001, respectively. Maintenance and repairs are charged to expense as
     incurred and expenditures for major improvements are capitalized. When
     assets are retired or otherwise disposed of, the property accounts are
     relieved of costs and accumulated depreciation and any resulting gain or
     loss is credited or charged as an expense to operations.

                                       F-8


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     4.   Revenue and Cost Recognition
          ----------------------------

     Revenues from fixed fee projects are recognized on the percentage
     completion method using total costs incurred to date to determine the
     percent complete. Revenues for projects are recognized as services are
     provided for time and material projects. Revisions in cost and profit
     estimates during the course of the work are reflected in the accounting
     period in which they become known.

     Contract costs include all direct material and labor costs and those
     indirect costs related to contract performance, such as subcontracted
     labor, supplies, tools, repairs and depreciation costs. General and
     administrative costs are charged to expense as incurred. Deferred revenue
     represents retainage and prepayments in connection with these contracts, as
     well as amounts billed in excess of amounts earned under percentage of
     completions accounting.

     5.   Income Taxes
          ------------

     The Company accounts for income taxes under SFAS No. 109, "Accounting for
     Income Taxes." Deferred income taxes result from temporary differences.
     Temporary differences are differences between the tax basis of assets and
     liabilities and their reported amounts in the financial statements that
     will result in taxable or deductible amounts in future years.

     6.   Net Loss Per Share
          ------------------

     The Company provides for the calculation of "Basic" and "Diluted" earnings
     per share in accordance with SFAS No. 128, "Earnings Per Share". Basic
     earnings per share includes no dilution and is computed by dividing income
     (loss) available to common stockholders by the weighted average number of
     common shares outstanding for the period. Diluted earnings per share
     reflect the potential dilution of additional securities that could share in
     the earnings of an entity from the conversion of outstanding options and
     warrants, when appropriate.

     For the years ended September 30, 2002 and 2001, total stock options and
     stock warrants convertible into 11,859,251 and 5,206,955 shares,
     respectively, of common stock were not included in the computation of
     diluted loss per share because their effect was anti-dilutive.

                                       F-9


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     7.   Concentrations of Credit Risk
          -----------------------------

     The Company's financial instruments that are exposed to concentrations of
     credit risk consist of cash and cash equivalent balances in excess of the
     insurance provided by governmental insurance authorities. The Company's
     cash and cash equivalents are placed with financial institutions and are
     primarily in demand deposit accounts. The Company had balances of $5,504 in
     excess of FDIC insured limits as of September 30, 2002.

     Concentrations of credit risk with respect to accounts receivable are
     associated with a few customers dispersed across geographic areas. The
     Company reviews a customer's credit history before extending credit and
     establishes an allowance for doubtful accounts based upon the credit risk
     of specific customers, historical trends and other information. Generally,
     the Company does not require collateral from its customers, as a
     significant number of the customers are governmental entities.

     8.   Fair Value of Financial Instruments
          -----------------------------------

     The estimated fair value of financial instruments has been determined using
     available market information or other appropriate valuation methodologies,
     including the Black Scholes model. However considerable judgment is
     required in interpreting market data to develop estimates of fair value.
     Consequently, the estimates are not necessarily indicative of the amounts
     that could be realized or would be paid in a current market exchange. The
     carrying amounts of financial instruments reported on the consolidated
     balance sheets approximate their respective fair values.

     9.   Segment Information
          -------------------

     The Company follows the provisions of SFAS No. 131, "Disclosures about
     Segments of an Enterprise and Related Information." This statement
     establishes standards for the reporting of information about operating
     segments in annual and interim financial statements. Operating segments are
     defined as components of an enterprise for which separate financial
     information is available that is evaluated regularly by the chief operating
     decision maker(s) in deciding how to allocate resources and in assessing
     performance. The Company currently operates in one business segment.

                                      F-10


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     10.  Use of Estimates
          ----------------

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that effect the reported
     amounts of assets and liabilities, the disclosure of contingent assets and
     liabilities at the date of the consolidated financial statements, and the
     reported revenues and expenses during the reporting periods. The Company's
     operations require it to make significant assumptions concerning cost
     estimates for labor and expenses on contracts in process. Due to the
     uncertainties inherent in the estimation process of costs to complete for
     contracts in process, it is possible that completion costs for some
     contracts may have to be revised in future periods.

     11.  Stock Option Plans
          ------------------

     The Company applies Accounting Principles Board Opinion 25, "Accounting for
     Stock Issued to Employees" ("APB Opinion 25"), and the related
     Interpretation in accounting for all stock option plans. Under APB Opinion
     25, compensation cost is recognized for stock options issued to employees
     when the exercise price of the Company's stock options granted is less than
     the market price of the underlying common stock on the date of grant.

     SFAS No. 123, "Accounting for Stock-Based Compensation", requires the
     Company to provide pro forma information regarding net income (loss) as if
     compensation cost for the Company's stock options plans had been determined
     in accordance with the fair value based method prescribed in SFAS No. 123.
     To provide the required pro forma information, the Company estimates the
     fair value of each stock option at the grant date by using the
     Black-Scholes option-pricing model.

     12.  Comprehensive Income (Loss)
          ---------------------------

     Effective October 1, 1998, the Company has adopted the provisions of SFAS
     No. 130, "Reporting Comprehensive Income." Comprehensive income includes
     all changes in equity except those resulting from investments by owners and
     distribution to owners. For the fiscal years ended September 30, 2002 and
     2001, the Company had no items of comprehensive income (loss) other than
     net losses; therefore, a separate statement of comprehensive income (loss)
     has not been presented for these periods.

                                      F-11


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     13.  Recent Accounting Pronouncements
          --------------------------------

     In June 2001, the FASB finalized SFAS No. 141, "Business Combinations", and
     SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
     the use of the purchase method of accounting and prohibits the use of the
     pooling-of-interests method of accounting for business combinations
     initiated after June 30, 2001. SFAS No. 141 also requires that companies
     recognize acquired intangible assets apart from goodwill if the acquired
     intangible assets meet certain criteria and, upon adoption of SFAS No. 142,
     that companies reclassify the carrying amounts of intangible assets and
     goodwill based on the criteria in SFAS No. 141. SFAS No. 142 requires,
     among other things, that companies no longer amortize goodwill, but instead
     test goodwill for impairment at least annually. In addition, SFAS No. 142
     requires that companies identify reporting units for the purposes of
     assessing potential future impairments of goodwill, reassess the useful
     lives of other existing recognized intangible assets, and cease
     amortization of intangible assets with an indefinite useful life. An
     intangible asset with an indefinite useful life should be tested for
     impairment in accordance with the guidance in SFAS No. 142.

     The Company's previous business combinations were accounted for using the
     purchase method. As of September 30, 2002, the net carrying amount of
     goodwill is $3,948,343, which has been subject to impairment testing under
     SFAS 142. The Company has determined that it has one reportable unit and
     based on the results of this test, no recognition of impairment is deemed
     necessary.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
     Retirement Obligations." SFAS No. 143 requires the fair value of a
     liability for an asset retirement obligation to be recognized in the period
     in which it is incurred if a reasonable estimate of fair value can be made.
     The associated asset retirement costs are capitalized as part of the
     carrying amount of the long-lived asset. SFAS No. 143 is effective October
     1, 2002, for the Company. The Company believes the adoption of this
     statement will have no material impact on its consolidated financial
     statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets." SFAS 144 requires that those
     long-lived assets be measured at the lower of carrying amount or fair
     value, less cost to sell, whether reported in continuing operations or in
     discontinued operations. Therefore, discontinued operations will no longer
     be measured at net realizable value or include amounts for operating losses
     that have not yet occurred. SFAS 144 is effective for financial statements
     issued for fiscal years beginning after December 15, 2001 and, generally,
     is to be applied prospectively. The Company believes the adoption of this
     statement will have no material impact on its consolidated financial
     statements.

                                      F-12


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities," which addresses the
     recognition, measurement, and reporting of costs associated with exit or
     disposal activities, and supersedes Emerging Issues Task Force (EITF) Issue
     No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
     and Other Costs to Exit an Activity (Including Certain Costs Incurred in a
     Restructuring)." The principal difference between SFAS 146 and EITF 94-3
     relates to the requirements for recognition of a liability for a cost
     associated with an exit or disposal activity. SFAS 146 requires that a
     liability for a cost associated with an exit or disposal activity,
     including those related to employee termination benefits and obligations
     under operating leases and other contracts, be recognized when the
     liability is incurred, and not necessarily the date of an entity's
     commitment to an exit plan, as under EITF 94-3. SFAS 146 also establishes
     that the initial measurement of a liability recognized under SFAS 146 be
     based on fair value. The provisions of SFAS 146 are effective for exit or
     disposal activities that are initiated after December 15, 2002. As the
     Company has not identified any activities for disposal, there is no
     anticipated effect on its financial statements.

     14.  Deferred Offering Costs
          -----------------------

     Deferred offering costs of $0 and $76,257 at September 30, 2002 and 2001,
     respectively, included in the accompanying consolidated balance sheets
     represent direct third party costs and expenses incurred on pending
     financing efforts. See Note G for discussion of the offering that occurred
     during fiscal year 2002.

     15.  Reclassifications
          -----------------

     Certain reclassifications have been made to the fiscal 2001 financial
     statements to conform to the fiscal 2002 financial statements'
     presentation. Such reclassifications have no effect on financial position
     or net loss as previously reported.


                                      F-13


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE B - ACCOUNTS RECEIVABLE

     At September 30, the components of contract receivables were as follows:

                                                      2002          2001
                                                   ----------    ----------

     Billed                                        $1,954,417    $1,609,294
     Unbilled                                       1,264,252       538,199
                                                   ----------    ----------
                                                    3,218,669     2,147,493
     Less allowance for doubtful accounts              13,609        12,754
                                                   ----------    ----------

     Accounts receivable, net                      $3,205,060    $2,134,739
                                                   ==========    ==========


     Deferred revenue amounts of $450,829 and $181,575 at September 30, 2002 and
     2001, respectively, represent amounts billed in excess of amounts earned.
     Included in the deferred revenue balance at September 30, 2002 and 2001
     respectively, was $25,554 and $80,162, related to retainers received for
     future services and over- payments by customers on specific invoices.

     The Company has historically received greater than 10% of its annual
     revenues from one or more customers. The City of New York's Department of
     Information Technology and Telecommunications (NYDOITT) and the Rhode
     Island Department of Transportation represented 24% and 10%, respectively,
     of revenues for the year ended September 30, 2002. NYDOITT accounted for
     36% of revenues for the year ended September 30, 2001. NYDOITT accounted
     for 37% and 46% of accounts receivable at September 30, 2002 and 2001,
     respectively and a separate customer, the Kentucky Department of
     Transportation, accounted for 17% of the accounts receivable balance at
     Septemer 30, 2002. Of the billed accounts receivable balance at September
     30, 2002, $570,900 from NYDOITT is in excess of 120 days old. In addition,
     approximately $605,400 due from NYDOITT is included in unbilled work in
     progress. On December 13, 2002, the Company received $626,760 from NYDOITT
     in payment of 52% of their outstanding balance. Further, management
     believes all amounts due to the Company by NYDOITT will be paid in full.

NOTE C - NOTES PAYABLE

     Notes payable at September 30 are as follows:

                                                               2002       2001
                                                             --------   --------

     Equipment line of credit, fully drawn under a
      promissory note, in the amount of $100,000, interest
      at prime plus 1.5% (6.25% at September 30, 2002),
      collateralized by business assets. subsequent to
      September 30, 2002 the note was modified to mature
      on September 12, 2004.                                 $100,000   $   --

     Temporary advance from bank in the amount of $200,000,
      interest at prime plus 2.5% (7.25% at September 30,
      2002), for which a related party has provided a
      compensating balance account deposit and will
      continue the deposit through October 1, 2003. The
      note matured on November 15, 2002 and has been
      subsequently extended through December 31, 2002.        200,000       --


                                        F-14


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001

NOTE C - NOTES PAYABLE (continued)

                                                               2002       2001
                                                             --------   --------

     Borrowing under a line of credit evidenced by a
      promissory note in the amount of $750,000, interest
      at prime plus 2% (6.75% at September 30, 2002),
      collateralized by business assets. The note matures
      on February 15, 2003. Available borrowings, which
      are based upon a percentage of eligible accounts
      receivable balances, at September 30, 2002 were
      $193,583. The note is guaranteed by the Company's
      President & CEO who will continue the guarantee
      through October 1, 2003.                                556,417       --

     A line of credit agreement with a bank for $500,000,
      interest at prime plus 2% collateralized by accounts
      receivable, a standby letter of credit provided by a
      related party and guaranteed by a director. The line
      of credit matured on February 2, 2002.                     --      500,000

     A short-term bank note in the amount of $50,000,
      interest at prime plus 2.0%, collateralized by
      accounts receivable and maturing October 14, 2001.
      The note was subsequently paid in full.                    --       45,000

     A promissory note with a vendor in the original amount
      of $185,000, interest rate of 9.5%. The note matured
      June 21, 2001 and is currently in default. As a
      result the interest rate increases to 13.5%.             23,665    116,530

     A promissory note with a vendor dated February 15,
      2001, in the original amount of $130,000, interest
      rate of 9%, maturing December 21, 2001. Note was
      subsequently paid in full.                                 --       58,500

     A convertible debt instrument with a related party,
      original amount of $75,000, interest at prime plus
      2.0%, matured in February 2002, net of unamortized
      discount of $25,000 at September 30, 2001.                 --       50,000

    A convertible debt instrument with a related party,
      face amount of $40,000, interest at prime plus 2.0%,
      matured in May 2002, net of unamortized discount of
      $21,250 at September 30, 2001.                             --       18,750
                                                             --------   --------

    Notes payable - current                                  $880,082   $788,780
                                                             ========   ========


                                      F-15


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE D - ACCRUED LITIGATION COSTS

     The Company was the respondent in an arbitration claim by its former Chief
     Financial Officer, which was filed in August 1999 with the American
     Arbitration Association. The former CFO claimed that he was constructively
     discharged and sought severance compensation equal to three year's
     compensation as allegedly provided for in his employment agreement. The
     Company asserted that the CFO resigned and was not constructively
     discharged; therefore he was entitled to no severance compensation. The
     case was arbitrated in February 2000. In a final decision on April 20, 2000
     the arbitrator awarded the CFO $330,000 in separation payments, fees and
     expenses in the dispute stemming from his employment agreement with the
     Company. All costs associated with the arbitration award were expensed as
     of June 30, 2000. On July 18, 2000 the Company filed an appeal of that
     award. The appeal was not sustained. As of September 30, 2001, the Company
     had accrued approximately $358,000 for the settlement and related costs,
     which were paid in full in December 2001.


NOTE E - TAXES ON INCOME

     The provision for income taxes consisted of the following:

                                                           2002         2001
                                                        ---------     ---------
     Deferred benefit:
      Federal                                           $ 103,000     $  98,000
      State                                                10,000        10,000
                                                        ---------     ---------
                                                          113,000       108,000
     Increase in valuation allowance                     (113,000)     (108,000)
                                                        ---------     ---------

                                                        $    --       $    --
                                                        =========     =========

     A reconciliation of the effective tax rates and the statutory U.S. federal
     income tax rates is as follows:

                                                           2002          2001
                                                        ---------     ---------

     U.S. federal statutory rates                          (34.0)%       (34.0)%
     State income tax benefit, net of federal tax amount    (3.3)         (3.3)
     Increase in deferred tax asset valuation allowance     37.3          37.3
                                                        ---------     ---------

         Effective tax rate                                   -- %          -- %
                                                        =========     =========


                                      F-16


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE E - TAXES ON INCOME (continued)

     Temporary differences that give rise to a significant portion of the
     deferred tax asset are as follows:

                                                       2002           2001
                                                   -----------    -----------

     Net operating loss carryforwards              $ 4,012,000    $ 3,895,000
     Capital loss carryover                               --           57,000
     Expense for stock options and warrants            247,000        247,000
     Provision for losses on accounts receivable          --            5,000
     Accrued payroll costs and vacation                115,000         57,000
                                                   -----------    -----------
          Total gross deferred tax asset             4,374,000      4,261,000
     Valuation allowance                            (4,374,000)    (4,261,000)
                                                   -----------    -----------

          Net deferred tax asset                   $      --      $      --
                                                   ===========    ===========


     A valuation allowance equal to the gross deferred tax asset has been
     recorded as management of the Company has not been able to determine that
     it is more likely than not that the deferred tax assets will be realized.

     At September 30, 2002, the Company had net operating loss carryforwards of
     approximately $10,755,000 with expirations through 2022. At September 30,
     2001, the Company had a $305,000 capital loss carryforward, which expired
     in 2002. The utilization of the loss carry forwards may be limited under
     Internal Revenue Service Code Section 382 regulations related to transfers
     of ownership.


NOTE F - COMMITMENTS AND CONTINGENCIES

     1.   Obligations Under Capital Leases - Related Party
          ------------------------------------------------

     The Company leases an office facility from Capitol View Development, LLC, a
     partnership, which includes a related party, under a triple net commercial
     lease. An officer/shareholder owns approximately ten percent of Capitol
     View Development. The lease includes an annual base rent increasing over
     the term of the lease plus an adjustment based on Capitol View
     Development's rate of interest on its related loan for fit-up costs. In
     2002, Capitol View Development paid off the balance on this related loan,
     thereby reducing the monthly payments made by the Company. The initial
     lease term is for a period of fifteen years ending 2010 with five renewal
     options for a term of one year each. Annual payments approximate $320,000
     per year. The Company has the option to purchase the facility subsequent to
     the tenth year of the term of the lease. During the years ended September
     31, 2002 and 2001, the Company paid $431,475 and $320,380, respectively, in
     lease payments. Payments in 2002 included an advance payment of $145,630
     resulting from the settlement of a lawsuit (see Note J).

                                      F-17


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE F - COMMITMENTS AND CONTINGENCIES (continued)

     The Company previously leased certain equipment, under capital leases from
     a bank, with lease terms of three to five years. All equipment leases have
     been paid in full as of September 30, 2002.

     The following is a schedule, by years, of future noncancellable minimum
     payments required by the Company under its capital lease, together with its
     present value as of September 30, 2002:

     Year ending September 30,
         2003                                                        $  299,645
         2004                                                           299,645
         2005                                                           293,345
         2006                                                           281,465
         2007                                                           277,775
         Thereafter                                                     925,917
                                                                     ----------
                                                                      2,377,792
     Less: amounts representing interest                                904,659
                                                                     ----------
     Present value of minimum lease payments                          1,473,133
     Less: current maturities                                           117,103
                                                                     ----------

     Obligations under capital leases, long-term                     $1,356,030
                                                                     ==========

     As of September 30, 2002 and 2001, accumulated amortization for the
     building and equipment under capital lease obligations was $1,489,521 and
     $1,349,521, respectively. Depreciation expense was $140,000 and $151,722 on
     the building and equipment for the years ended September 30, 2002 and 2001,
     respectively. All equipment leases were fully depreciated in the year ended
     September 30, 2002.

     2.   Operating Lease Commitments
          ---------------------------

     The Company leases certain office facilities and certain furniture and
     equipment under various operating leases. The remaining lease terms range
     from one to five years.

     Minimum annual operating lease commitments at September 30, 2002 are as
     follows:

     Year ending September 30,
         2003                                                        $190,557
         2004                                                         159,528
         2005                                                         149,463
         2006                                                         116,247
         2007                                                          11,233
                                                                     --------

                                                                     $627,028
                                                                     ========

                                      F-18


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE F - COMMITMENTS AND CONTINGENCIES (continued)

     Rental expense for the years ended September 30, 2002 and 2001 totaled
     $170,494 and $227,270, respectively.

     3.   Sales Marketing Agreement
          -------------------------

     The Company has engaged an outside firm to represent it in the promotion,
     marketing and selling of the Company's services for a fee equal to 4% of
     such sales (as defined in the agreement). Fixed monthly retainer payments
     are required throughout the contract term which ends December 31, 2003.

     4.   Licensing Agreement.
          --------------------

     The Company entered into a licensing agreement under which it obtained
     exclusive North American rights to Xmarc, Ltd., intellectual property and
     spatial integration software owned by a Swiss based investment company,
     HPI, LLC. , for use in the public sector and utility markets. Under the
     agreement the Company will support former Xmarc clients, work in progress
     and outstanding proposals and pay HPI, LLC., a royalty stream for a period
     of 21 months ending September 30, 2003 as it receives revenue for the
     product licensing and maintenance. The Company also has the right to
     acquire in perpetuity the exclusive rights to Xmarc intellectual property
     and technology and all subsequent product enhancements for the North
     American public sector and utility markets. As of September 30, 2002, the
     Company had recorded approximately $468,542 in revenues under the agreement
     and owed $40,399 in royalty payments to HPI, LLC.

     5.   Employment Agreements
          ---------------------

     On April 30, 2002, the Company entered into new employment agreements with
     three officers. Two of them were effective January 1, 2002 for one year and
     the third was effective on May 1, 2002 for three years. The employment
     agreements set forth annual compensation to the employees of between
     $66,000 and $157,500 each. Under the employment agreements, each employee
     is entitled to between 18 months and three years of severance pay upon
     termination of their employment for reasons other than constructive
     termination. The Chief Executive Officer will receive options to acquire
     common stock equal to 1% of the outstanding shares of the Company's common
     stock annually. Recently the Company notified two of the officers that it
     wishes to retain their services for another year; the third agreement is
     not yet mature for renewal. Currently, new employment agreements are being
     negotiated. Pursuant to certain employmnet agreements 4,041,258 stock
     options were granted in exchange for relinquishing certain antidilution
     rights relative to stock option entitlements contained in prior employment
     agreements.

     6.   Self Insurance
          --------------

     The Company was partially self-insured for employee medical liabilities,
     which covers risk up to $20,000 per individual covered under the plan
     during 2001. The Company purchased excess medical liability coverage (from
     a national medical insurance carrier) for individual claims in excess of
     $20,000 and approximately $250,000 in the aggregate. Premiums and claim
     expenses associated with the medical self-insurance program are included in
     the accompanying statement of operations. During 2002, the Company changed
     to a fully insured plan whereby premiums are paid monthly.

                                      F-19


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE G - EQUITY TRANSACTIONS

     1.   Preferred Stock
          ---------------

     In November 1996, the Company amended its articles of incorporation to
     provide for a Series A 6% Cumulative Convertible Preferred Stock, $.001 par
     value (Series A). The Company designated 1,000,000 shares of Series A as
     part of the authorized class of preferred shares. The Series A preferred
     stock and any accumulated and unpaid dividends are convertible at the
     option of the holder at the lesser of 105% of the average of the closing
     bid price per share of the Company's common stock for the five trading days
     prior to issuance or 80% of the average of the closing bid price per share
     of the Company's common stock for three of the ten trading days preceding
     the date of conversion. The Series A Preferred is subject to mandatory
     conversions two years after issuance. No Series A Preferred Stock was
     issued and outstanding as of September 30, 2002 and 2001.

     2.   Common Stock
          ------------

     The Company occasionally issues common stock for the payment of services
     and settlement of debt. The number of shares of common stock issued in each
     instance is representative of the trading price of the Company's common
     stock at the date of issue.

     Effective July 1999, the Company entered into an Agreement for Services
     with a director of the Company. On July 1, 2001, The Company renewed an
     Agreement for Services with a director, extending the service term to June
     30, 2003. As part of the agreement, the director's annual base compensation
     consists of $50,000, payable in equal monthly installments in the Company's
     common stock, and a onetime grant of options to purchase 175,000 shares per
     annum of the Company's common stock at an exercise price of $0.11 per
     share. The options are valid for three years. Effective May 1, 2002, the
     agreement was amended to harmonize the director's compenation with the
     Company's new standard director fee policy by removing the base
     compensation of $50,000 per annum prospectively.

     During fiscal 2002 and 2001, the Company issued 421,801 and 172,016 shares,
     respectively, of common stock to the director as payment for the $50,000
     compensation in accordance with the agreement. In addition, 410,000 stock
     options were issued to the director in fiscal year 2002 in accordance with
     the standard director fee policy. Of the shares issued in 2001, 43,014
     shares related to the fourth quarter of fiscal 2000 for which $12,500 was
     accrued at September 30, 2000. The Company accrued $12,500 at September 30,
     2001 to account for the director's fiscal 2001 fourth quarter compensation.
     Of the shares issued during fiscal 2002, 156,650 shares related to fiscal
     2001 compensation.

     During the fiscal year ended September 30, 2001, the Company exchanged
     $64,400 in services for the equivalent value of 312,709 shares of common
     stock, which included the 172,016 shares of stock issued to the director.


                                      F-20


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE G - EQUITY TRANSACTIONS (continued)

     During the fiscal year ended September 30, 2001, the Company issued 580,000
     shares of common stock for $145,000 in gross proceeds in connection with a
     private placement with accredited investors and certain affiliates of the
     Company. The Company received $100,000 in gross proceeds from the issuance
     of 400,000 shares of common stock to related parties of the Company.
     Additionally, the Company issued 180,000 shares of common stock to outside
     investors for $45,000, $25,000 of which was received in September 2000. In
     connection with these sales, warrants to purchase 290,000 shares of common
     stock were issued. The warrants have an exercise price of $0.50 per share,
     expire after three years and are immediately exercisable.

     During the fiscal year ended September 30, 2001, the Company received
     proceeds of $20,612 in connection with the exercise of stock options for
     the purchase of 82,448 shares of common stock.

     During the fiscal year ended September 30, 2001, the Company issued
     warrants to purchase 166,668 shares of the Company's common stock in
     connection with a consulting services agreement for a total value of
     $50,000 and options to purchase 40,000 shares of common stock in connection
     with a separate consulting services agreement with a value of $6,400. Also
     in fiscal 2001, the Company recorded $53,000 as consulting expense and
     additional paid-in capital for the issuance of 400,000 stock options
     granted in September 2000, which became exercisable in fiscal 2002. The
     options were valued and recorded in fiscal 2001 due to the entire
     consulting service period falling within fiscal 2001. The options were
     valued using the Black-Scholes model in accordance with SFAS No. 123.

     In connection with two separate convertible debt instruments payable to a
     related party totaling $115,000 at September 30, 2001 (see Note C), the
     Company recorded $109,000 as the beneficial conversion feature calculated
     in accordance with the Emerging Issues Task Force ("EITF") Issue 98-5 and
     00-27. The debt instruments were paid in full during fiscal year 2002.

     During the fiscal year ended September 30, 2002, the company issued
     76,757,134 shares of common stock for $2,686,500 in gross proceeds in
     connection with a private placement with accredited investors and certain
     affiliates of the Company. This dollar amount has been reduced for related
     capital raising costs.

     In connection with a shareholder rights offering the Company issued
     warrants on February 1, 2002 to acquire 1,928,606 shares of its common
     stock to each of two entities for a total of 3,857,212 shares. The exercise
     fee of the warrants was priced at 110% of the shareholder rights offering
     price, or $0.0385. The warrants were issued in exchange for consulting work
     related to capital raising and, accordingly, the value was reduced from the
     gross proceeds of the rights offering.

                                      F-21


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE G - EQUITY TRANSACTIONS (continued)

     3.   Stock Options
          -------------

     The Company's Board of Directors has reserved 300,000, 1,150,000 and
     4,000,000 shares under three stock option plans (1991, 1995, and 1997,
     respectively). All options issued under the 1991 and 1995 plans have
     expired as of September 30, 2002. Effective April 30, 2002 the number of
     shares authorized under the 1997 plan was increased to 11,358,104. The
     Company grants options under the 1997 Plan in accordance with the
     determinations made by the Option Committee. The Option Committee will, at
     its discretion, determine the individuals to be granted options, the time
     or times at which options shall be granted the number of shares subject to
     each option and the manner in which options may be exercised. The option
     price shall be the fair market value on the date of the grant and expire
     five years subsequent to the date of grant.

     The Company applies APB Opinion 25, "Accounting for Stock Issued to
     Employees," and related Interpretations in accounting for the plans. Under
     APB Opinion 25, when the exercise price of the Company's employee stock
     options is less than the market price of the underlying stock on the date
     of grant, compensation cost is recognized.

     SFAS No. 123, "Accounting for Stock-Based Compensation" requires the
     Company to provide pro forma information regarding net income and net
     income per share as if compensation costs for its stock option plans and
     other stock awards had been determined in accordance with the fair value
     based method prescribed in SFAS No. 123. The Company estimated the fair
     value of each stock award at the grant date by using the Black-Scholes
     option-pricing model with the following weighted-average assumptions used
     for grants in the years ended September 30, 2002 and 2001: dividend yield
     of 0 percent, expected volatility of 120 to 140 percent, risk-free interest
     rates between 2.75 and 5.5 percent, and expected option lives of one to
     five years for all years presented. Some options are immediately vested and
     others may vest after the lapse of time or depend on meeting specified
     performance criteria.

     Under the accounting provisions for SFAS No. 123, the Company's net loss
     and net loss per share would have been adjusted to the following unaudited
     pro forma amounts:

                                               2002               2001
                                            -----------      -------------
     Years Ended September 30,
      Net loss:
       As reported                          $  (393,120)     $  (1,123,602)
       Pro forma                            $  (577,395)        (1,228,972)
      Net loss per share:
       As reported                          $     (0.01)     $       (0.06)
       Pro forma                            $     (0.01)             (0.06)


                                      F-22




                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE G- EQUITY TRANSACTIONS (continued)

     A summary of the status of the Company's stock option plans, changes and
     outstanding options and warrants as of September 30, 2002 and 2001 and
     changes during the years ended on those dates is presented below:

                                                        Options                            Warrants
                                              ----------------------------       -----------------------------
                                                              Weighted                            Weighted
                                              Number of        Average           Number of         Average
                                               Shares       Exercise Price        Shares        Exercise Price
                                               ------       --------------        ------        --------------
                                                                                         
     Outstanding 10/1/00                      3,937,436         $1.14            2,504,480           $0.83
     Granted                                    882,162          0.12              456,668            0.32
     Cancelled                               (1,901,220)         0.91             (470,123)           1.04
     Exercised                                  (82,448)         0.25                    -            -

     Outstanding 09/30/01                     2,835,930         $1.00            2,491,025           $0.69
     Granted                                  5,261,258          0.07            3,857,212            0.06
     Cancelled                               (1,834,268)         1.39             (751,906)           0.99
     Exercised                                       -           -                      -             -

     Outstanding 9/30/02                      6,262,920         $0.07            5,596,331           $0.20

     Exercisable 09/30/01                     1,438,449         $1.25            2,491,025           $0.69

     Exercisable 09/30/02                     4,603,258         $0.07            5,596,331           $0.20

                                                                       Options             Warrants
                                                                       -------             --------
     Weighted average fair value of options and warrants
      granted during fiscal 2002                                        $0.05                $0.04

     Weighted average fair value of options and warrants
      granted during fiscal 2001                                        $0.07                $0.16


                                      F-23


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE G - EQUITY TRANSACTIONS (continued)

     The following information summarizes stock options and warrants outstanding
     and exercisable at September 30, 2002:

                         Outstanding                       Exercisable
- -----------------------------------------------------------------------------------
                                  Weighted
                                   Average      Weighted                   Weighted
     Range of                     Remaining      Average                    Average
     Exercise       Number       Contractual    Exercise       Number      Exercise
      Prices      Outstanding   Life in Years     Price      Exercisable    Price
- -----------------------------------------------------------------------------------
    Options

    $0.03-$0.50    6,219,420        2.64          $ 0.06      4,559,758     $ 0.06
       $0.60          10,000        1.33          $ 0.66         10,000       1.25
       $1.25          20,000        0.75          $ 1.25         20,000       1.25
       $2.13          13,500        0.50          $ 2.13         13,500       2.13
- -----------------------------------------------------------------------------------

    $0.03-$2.13    6,262,920        1.94          $ 0.07      4,603,258     $ 0.07
- -----------------------------------------------------------------------------------

    Warrants

    $0.01-$0.50    4,739,879        1.78          $ 0.11      4,739,879     $ 0.11
    $0.65-$1.00      836,452        2.34          $ 0.66        836,452     $ 0.66
      $1.50           20,000        2.00          $ 2.00         20,000     $ 1.50
- -----------------------------------------------------------------------------------

    $0.01-$1.50    5,596,331        1.80          $ 0.20      5,596,331     $ 0.20
- -----------------------------------------------------------------------------------


NOTE H - EMPLOYEE BENEFIT PLANS

     The Company has a Section 401(k) deferred compensation provision covering
     substantially all employees. The plan allows participating employees to
     defer up to 20% of their annual salary with a tiered matching contribution
     by PlanGraphics up to 1.75%. Additional contributions may be made at
     PlanGraphics' discretion based upon PlanGraphics' performance. The expense
     charged to operations for the plan was $51,172 and $47,990 for the years
     ended September 30, 2002 and 2001 and includes no discretionary match.

                                      F-24


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE I - RELATED PARTY TRANSACTIONS

     1.   Consulting Services Agreements
          ------------------------------

     A Director of the Company is the principal owner and executive officer of
     an organization that entered into a consulting agreement with the Company
     on July 6, 1999, which was renewed on July 1, 2001. The current agreement
     ends upon the earlier of June 30, 2003; the date upon which the Director is
     not elected as a Director or is removed as a Director; and the date upon
     which he does not own more than 50% of the voting power of the
     organization. Under the agreement, the organization will provide certain
     services related to developing and implementing actions to increase
     shareholder value through articulation of a vision for the Company,
     identifying and reviewing merger and acquisition candidates, obtaining
     capital (debt or equity) to finance mergers and acquisitions, and
     recruiting and evaluating candidates for senior executive and director
     positions. Compensation for these services consists of performance options
     in two quantities of 322,581 each to acquire common stock of the Company at
     an exercise price of $0.11 per share if the market capitalization of the
     Company exceeds $30 million for the first quantity and $60 million for the
     second quantity for 20 of 30 consecutive business days at any time prior to
     June 30, 2002. As of September 30, 2002, the Company had not achieved the
     market capitalization levels, which would have required additional
     compensation expense equal to the value of the contingent options.

     During the third quarter of fiscal year 2002, the Company recorded an
     adjustment that increased earnings by $54,167 due to the verbal
     cancellation of the consulting agreement with a warrant holder in February
     2001. Of this amout, $20,831 pertained to fiscal year 2002. The Company had
     inadvertently continued to accrue expense related to the agreement during
     fiscal year 2002.

     2.   Related Party Notes Payable
          ---------------------------

     During the year ended September 30, 2001, the Company entered into separate
     note agreements with two officers of the Company totaling $97,000. As of
     September 30, 2001, these notes and related interest were paid in full.

     On February 1, 2002, two officers, Frederick G. Beisser and John C.
     Antenucci, borrowed $8,750 and $175,000, respectively, from the Company.
     Repayment of the notes is due by February 1, 2004. The borrowed sums were
     used to exercise subscription rights to purchase 250,000 and 5,000,000
     shares, respectively, under the Company's Shareholder Rights Offering that
     expired on the same date. The notes receivable have been recorded as a
     reduction to common stock. The Company's Board of Directors approved the
     loan of funds to each of its officers as being in the Company's best
     interest because it will provide greater incentives to continue employment
     and motivation to strive for the success of the Company so that the value
     of its common stock may increase. At the time the notes were entered into,
     they met all federal and state legal and regulatory requirements.

     Mr. Beisser's note is collateralized by a lien in favor of the Company on
     his residence. Mr. Antenucci's note is collateralized by his purchased
     shares and the Company 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 the
     Company receives on its money market accounts. Both officers have agreed
     not to sell the purchased shares of stock for six months after the date of
     purchase.

                                      F-25


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2002 and 2001


NOTE J - LITIGATION

     The Company settled with prejudice a claim asserted by its landlord,
     Capitol View Development LLC. On June 17, 2002 the Franklin Circuit Court,
     Division II, Kentucky dismissed with prejudice Case Number 00-CI-0095.
     Plaintiff in the matter, Capitol View Development LLC, owners and lessors
     of the Company's facilities in Frankfort, Kentucky, alleged that they were
     due certain amounts from the defendants, the lessee, PlanGraphics, Inc.
     (Maryland Corporation) and its guarantor, John C. Antenucci, related to a
     balloon payment required upon certain financing of the property under the
     terms of the amended lease. Both sides executed a settlement agreement
     under which the Company paid Capitol View Development LLC a total of
     $183,272.

     The settlement resolved a claim pending since February, 1999 that alleged a
     requirement for an accelerated payment of the Capital View lease related to
     supplemental funding of a construction loan and associated fit out expenses
     for the corporate headquarters in March, 1995. The settlement had the
     practical effect of prepaying $145,630 against the lease. The prepayment is
     recorded as a reduction in long-term liabilities and the interest of
     $12,702 and legal fees of $24,940 were recorded as one time expenses.

     The Company may be engaged in various other litigation matters from time to
     time in the ordinary course of business. In the opinion of management, the
     outcome of any such litigation will not materially affect the financial
     position or results of operations of the Company.

     See Note D for discussion of accrued litigation costs.


NOTE K - SUPPLEMENTAL DATA TO STATEMENTS OF CASH FLOWS

                                                               2002       2001
                                                             --------   --------
     Years ended September 30,
      Cash paid for interest                                 $350,591   $280,532
      Cash paid for income taxes                                 --        6,263

      Non-cash Investing and Financing Activities:
       Trade payables converted to notes payable                 --      315,000
       Notes receivable issued to officers for purchase of
         common stock                                         183,750       --
       Accounts payable balances converted to common stock     81,818       --


                                      F-26

EX-3.3

Exhibit 3.3

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION


     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST: The name of the Corporation is Integrated Spatial Information
Solutions, Inc.

     SECOND: The following amendment to the Articles of Incorporation was duly
adopted by a vote of the shareholders on April 30, 2002. The number of shares
voted for the amendment was sufficient for approval.

     Article I of the Articles of Incorporation is amended to read as follows:

     The name of the corporation is PlanGraphics, Inc.

     THIRD: The name of the corporation has changed, and the new name of the
corporation is PlanGraphics, Inc.

     FOURTH: The amendment does not effect a change in the amount of stated
capital. The amendment does not require any exchange, reclassification, or
cancellation of issued shares.

     Dated: May 2, 2002

     INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.



     By: /S/ Fred Beisser
     --------------------
     Frederick G. Beisser
     Vice President - Finance & Administration
     And Secretary

EX-3.4

Exhibit 3.4
                           AMENDED AND RESTATED BYLAWS
                                       OF
                               PLANGRAPHICS, INC.

                                    ARTICLE I
                                     OFFICES

     1.1 Principal Office.
     ---------------------

     The principal office of the corporation shall be selected by the board of
directors from time to time and may be located in or out of the State of
Colorado.

     1.2 Other Offices.
     ------------------

     The Corporation may also have offices at such other places as the board of
directors may designate or as the business of the Corporation may require.

     1.3 Registered Office.
     ----------------------

     The registered office is to be maintained in the State of Colorado and may
be identical with the principal office. The location of the registered office
within Colorado may be changed by the board of directors.

                                   ARTICLE II
                                  SHAREHOLDERS

     2.1 Annual Meetings.
     --------------------

     The annual meeting of shareholders for the election of directors and for
the transaction of such other business as may properly come before the meeting
will be held on the date and at the time fixed, from time to time, by resolution
of the board of directors. Each such annual meeting will be held at such place,
within or without the State of Colorado, as will be determined by the board of
directors. The day, time, and place of each annual meeting will be specified in
the notice of such annual meeting. Any annual meeting of shareholders may be
adjourned from day to day, time to time, and place to place until its business
is completed.

     2.2 Special Meetings.
     ---------------------

     Except as otherwise required by law or by the Articles of Incorporation,
special meetings of shareholders may be called by the chairman of the board, the
chief executive officer, or the board of directors pursuant to a resolution
approved by a majority of the board of directors or a sole remaining director,
or the written request of shareholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.

     2.3 Shareholder Action.
     -----------------------

     Any action required or permitted to be taken by the shareholders of the
Corporation will be effected at a duly called annual or special meeting of such
shareholders or without a meeting, without prior notice, and without a vote, if
all of the shareholders entitled to vote execute a consent in writing, setting
forth the action so taken.




     2.4 Notice of Meeting.
     ----------------------

     Written notice stating the place, date and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called,
will be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, except as otherwise required by statute or the Articles of
Incorporation, either personally or by mail, facsimile transmission, overnight
courier or electronic mail, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice will be deemed to be given when deposited
in the United States mail, postage prepaid, addressed to the shareholder at his
or her address as it appears on the stock records of the Corporation. If given
personally or otherwise than by mail, such notice will be deemed to be given
when either handed to the shareholder or delivered to the shareholder's address
as it appears on the stock records of the Corporation.

     2.5 Waiver.
     -----------

     Attendance of a shareholder of the Corporation, either in person or by
proxy, at any meeting, whether annual or special, will constitute a waiver of
notice of such meeting, except where a shareholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A written waiver of notice of any such meeting signed by a shareholder
or shareholders entitled to such notice, whether before, at or after the time
for notice or the time of the meeting, will be equivalent to notice. Neither the
business to be transacted at, nor the purposes of, any meeting need be specified
in any written waiver of notice.

     2.6 Voting List.
     ----------------

     The secretary will prepare and make available, at the earlier of ten (10)
days before every meeting of shareholders, or two (2) business days after the
notice is given, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address and the number
of shares registered in the name of each shareholder. Such list will be open to
the examination of any shareholder for any purpose germane to the meeting,
during ordinary business hours either at a place within the city where the
meeting is to be held, which place will be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held.
The list will be produced and kept at the place of the meeting during the whole
time of the meeting and may be inspected by any shareholder who is present.

     2.7 Quorum.
     -----------

     Except as otherwise required by law, the Articles of Incorporation or these
Bylaws, the holders of not less than one-third of the shares entitled to vote at
any meeting of the shareholders, present in person or by proxy, will constitute
a quorum. If a quorum fails to attend any meeting, the chairman of the meeting
may adjourn the meeting from time to time, without notice if the time and place
are announced at the meeting, until a quorum will be present. At such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting will be given to each
shareholder of record entitled to vote at the meeting.

     If a notice of any adjourned special meeting of shareholders is sent to all
shareholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then, notwithstanding the prior paragraph and
except as otherwise required by law, those present at such adjourned meeting
will constitute a quorum, and all matters will be determined by a majority of
votes cast at such meeting.



     2.8 Record Date.
     ----------------

     In order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting, or at any adjournment of a meeting of
shareholders; or entitled to receive payment of any dividend or other
distribution or allotment of any rights; or entitled to exercise any rights in
respect of any change, conversion or exchange of stock; or for the purpose of
any other lawful action; the board of directors may fix, in advance, a record
date, which record date will not precede the date upon which the resolution
fixing the record date is adopted by the board of directors. The record date for
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournments thereof will not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. The record date for any
other action will not be more than sixty (60) days prior to such action. If no
record date is fixed: (i) the record date for determining shareholders entitled
to notice of or to vote at any meeting will be the close of business on the day
next preceding the day on which notice is given or, if notice is waived by all
shareholders, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining shareholders
for any other purpose will be at the close of business on the day on which the
board of directors adopts the resolution relating to such other purpose. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders will apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

     2.9 Voting and Proxies.
     -----------------------

     At every meeting of the shareholders, each shareholder will be entitled to
one vote, in person or by proxy, for each share of the capital stock having
voting power held by such shareholder, but no proxy will be voted on after
eleven months from its date unless the proxy provides for a longer period. When
a quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy will decide
any question brought before such meeting, unless the question is one upon which,
by express provision of the statutes or of the Articles of Incorporation, a
different vote is required, in which case such express provision will govern.

     2.10 Procedure.
     ---------------

     The order of business and all other matters of procedure at every meeting
of the shareholders may be determined by the presiding officer.

                                   ARTICLE III
                                    DIRECTORS

     3.1 Number.
     -----------

     Except as otherwise fixed pursuant to the provisions of the Articles of
Incorporation, the number of directors will be fixed from time to time
exclusively by resolutions adopted by the board of directors; provided, however,
that no decrease in the number of directors constituting the board of directors
will shorten the term of any incumbent director; and provided, further, that a
newly created directorship established by the election of an additional member
of the board by the board of directors will be deemed to automatically increase
the size of the board by one (1).

     3.2 Chairman of the Board.
     --------------------------

     The Chairman, if present, will preside at all meetings of shareholders and
of the board and will perform all duties incident to the office of chairman of
the board and all such other duties as may from time to time be assigned to him
by the board or by these Bylaws.



     3.3 Election and Terms.
     -----------------------

     A director will hold office until the annual meeting for the year in which
his or her term expires and until his successor will be elected and qualified,
subject, however, to such director's prior death, resignation, retirement,
disqualification or removal from office.

     3.4 Newly Created Directorships and Vacancies.
     ----------------------------------------------

     Except as otherwise fixed pursuant to the provisions of the Articles of
Incorporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the board of directors resulting from
death, resignation, disqualification, removal or other cause will be filled by
the affirmative vote of a majority of the remaining directors then in office or
a sole remaining director, even though less than a quorum of the board of
directors, or by the shareholders. Any director elected in accordance with the
preceding sentence will hold office for the remainder of the full term of the
new directorship which was created or in which the vacancy occurred and until
such director's successor will have been elected and qualified.

     3.5 Regular Meetings.
     ---------------------

     The first meeting of each newly elected board of directors elected at the
annual meeting of shareholders will be held immediately after and at the same
place as, the annual meeting of the shareholders, provided a quorum is present,
and no notice of such meeting will be necessary in order to legally constitute
the meeting. Regular meetings of the board of directors will be held at such
times and places as the board of directors may from time to time determine.

     3.6 Special Meetings.
     ---------------------

     Special meetings of the board of directors may be called at any time, at
any place and for any purpose by the chairman of the board, the president, or by
any officer of the Corporation upon the request of a majority of the board of
directors.

     3.7 Notice of Meetings.
     -----------------------

     Notice of regular meetings of the board of directors need not be given.
Notice of every special meeting of the board of directors will be given to each
director at his or her usual place of business or at such other address as will
have been furnished by him or her for such purpose. Such notice will be properly
and timely given if it is: (a) deposited in the United States mail not later
than the third calendar day preceding the date of the meeting or (b) personally
delivered, sent by facsimile transmission or electronic mail or communicated by
telephone at least twenty-four hours before the time of the meeting. Such notice
need not include a statement of the business to be transacted at, or the purpose
of, any such meeting.

     3.8 Waiver.
     -----------

     Attendance of a director at a meeting of the board of directors will
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. A written waiver of notice signed by a director or directors entitled
to such notice, whether before, at, or after the time for notice or the time of
the meeting, will be equivalent to the giving of such notice.



     3.9 Quorum.
     -----------

     Except as may be otherwise provided by law, in the Articles of
Incorporation, or in these Bylaws, the presence of a majority of the number of
directors fixed, or if no number is fixed, of the number in office immediately
before the meeting begins, will be necessary and sufficient to constitute a
quorum for the transaction of business at any meeting of the board of directors,
and the act of a majority of the directors present at a meeting at which a
quorum is present will be deemed the act of the board of directors. Less than a
quorum may adjourn any meeting of the board of directors from time to time
without notice.

     3.10 Participation in Meetings by Conference Call.
     --------------------------------------------------

     Members of the board of directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation will
constitute presence in person at such meeting.

     3.11 Powers.
     ------------

     The business, property and affairs of the Corporation will be managed by or
under the direction of its board of directors, which will have and may exercise
all the powers of the Corporation to do all such lawful acts and things as are
not by law, by the Articles of Incorporation or by these Bylaws, directed or
required to be exercised or done by the shareholders.

     3.12 Compensation of Directors.
     -------------------------------

     Directors will receive such compensation for their services as will be
determined by a majority of the board of directors, provided that directors who
are serving the Corporation as officers or employees and who receive
compensation for their services as such officers or employees will not receive
any additional salary or other additional compensation for their services as
directors.

     3.13 Action without a Meeting.
     ------------------------------

     Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the board
of directors or any committee thereof may be taken without a meeting if
unanimous written consent thereto is signed by all members of the board of
directors or of such committee, as the case may be, and such unanimous written
consent is filed with the minutes of proceedings of the board or committee.
Written consents representing actions taken by the board or committee may be
executed by facsimile transmission, and such facsimile shall be valid and
binding to the same extent as if it were an original. Any such unanimous written
consent may be in counterparts and will be effective on the date of the last
signature thereon unless otherwise provided therein.

     3.14 Related Party Transactions.
     --------------------------------

     The board of directors shall conduct an appropriate review of all related
party transactions on an ongoing basis as established by the board. All related
party transactions shall be approved by the audit committee, if any, or a
comparable body of the board of directors.



     3.15 Procedures and Policies.
     -----------------------------

     The board of directors shall consider and adopt such procedures and
policies as it deems reasonably necessary to protect the interests of the
shareholders of the corporation. In addition, the board of directors shall
consider and adopt such internal controls as shall be reasonably necessary to
verify the accuracy of financial and other information provided to the public.
The board of directors shall also consider and adopt a code of ethics for senior
financial officers.

     3.16 Declaration of Dividends.
     ------------------------------

     The board of directors at any regular or special meeting may authorize
dividends payable either as a share dividend or as an other distribution in the
form of cash or property to shareholders, subject to the limitations of Colorado
Business Corporation Act, Sections 7-106-204 and 7-106-401.

                                   ARTICLE IV
                                   COMMITTEES

     4.1 Designation of Committees.
     ------------------------------

     The board of directors may establish committees for the performance of
delegated or designated functions to the extent permitted by law, each committee
to consist of two or more directors of the Corporation. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of such absent or disqualified
member.

     4.2 Committee Powers and Authority.
     -----------------------------------

     The board of directors may provide, by resolution or by amendment to these
Bylaws, that a committee may exercise all the power and authority of the board
of directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; provided, however, that a committee may not exercise the power
or authority of the board of directors in reference to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
these Bylaws; and, unless the resolution expressly so provides, no such
committee will have the power or authority to declare a dividend or to authorize
the issuance of stock.

     4.3 Committee Procedures.
     -------------------------

     To the extent the board of directors or the committee does not establish
other procedures for the committee, each committee will be governed by the
procedures established in Article III, Section 5 (except as they relate to an
annual meeting of the board of directors) and Article III, Sections 6, 7, 8, 9,
10, and 13 of these Bylaws, as if the committee were the board of directors. Any
such committee shall keep written minutes of its meetings and report the same to
the Board at the next regular meeting of the Board. ARTICLE V OFFICERS



     5.1 Designated Officers.
     ------------------------

     The officers of the Corporation will be appointed or elected by the board
of directors. The officers will be a president and chief executive officer, such
number, if any, of vice presidents as the board may from time to time determine,
a secretary and a treasurer. The board of directors shall also have the
authority, but shall not be required, to designate officers as the Chief
Operating Officer, the Chief Financial Officer or similar such titles. Any
person may hold two (2) or more offices at the same time.

     5.2 Additional Officers.
     ------------------------

     The board of directors may appoint such other officers or assistant
officers as it deems appropriate, and it may establish offices that it
authorizes the chief executive officer to fill by appointment.

     5.3 Term of Office, Resignation.
     --------------------------------

     All officers, agents and employees of the Corporation will hold their
respective offices or positions at the pleasure of the board of directors and
may be removed at any time by the board of directors with or without cause. Any
officer may resign at any time by giving written notice of his or her
resignation to the president and chief executive officer or to the secretary,
and acceptance of such resignation will not be necessary to make it effective
unless the notice so provides. Any vacancy occurring in any office will be
filled by the board of directors.

     5.4 Duties.
     -----------

     The officers of the Corporation will perform the duties and exercise the
powers as may be assigned to them from time to time by the board of directors or
the president and chief executive officer. In the absence of such assignment,
the officers will have the duties and powers described in Sections 5 through 11
of this Article.

     5.5 President and Chief Executive Officer.
     ------------------------------------------

     The president shall be the chief executive officer of the Corporation
unless otherwise provided by the board of directors and will be chief executive
officer of the Corporation and, subject to the direction and control of the
board of directors, will manage the business of the Corporation. The president
and chief executive officer will also be deemed to be the chairman of the board
at any time when such office is otherwise vacant, and shall perform the duties
of the chairman in the event of his or her absence or unavailability. The
president and chief executive officer may execute contracts, deeds and other
instruments on behalf of the Corporation. The president and chief executive
officer will have full authority on behalf of the Corporation to attend any
meeting, give any waiver, cast any vote, grant any discretionary or directed
proxy to any person, and exercise any other rights of ownership with respect to
any shares of capital stock or other securities held by the Corporation and
issued by any other corporation or with respect to any partnership, trust or
similar interest held by the Corporation.

     5.6 Vice Presidents.
     --------------------

     Each vice president, if any, will perform such functions as may be
presented by the board of directors and the president and chief executive
officer. Each vice president may execute contracts, deeds and other instruments
on behalf of the Corporation. Each vice president will have full authority on
behalf of the Corporation to attend any meeting, give any waiver, cast any vote,
grant any discretionary or directed proxy to any person, and exercise any other
rights of ownership with respect to any shares of capital stock or other
securities held by the Corporation and issued by any other corporation or with
respect to any partnership, trust or similar interest held by the Corporation.
Each vice president will perform such other duties as the board of directors or
the president and chief executive officer may from time to time prescribe or
delegate to him.



     5.7 Treasurer.
     --------------

     The treasurer shall be the principal financial officer and the principal
accounting officer of the Corporation. The treasurer shall have the custody of
the corporate funds and securities and shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. He or she shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors. He or she shall
disburse the funds of the Corporation as may be ordered by the board, taking
proper vouchers for such disbursements, and shall render to the president and
chief executive officer and directors at the regular meetings of the board, or
whenever they may require it, an account of all his or her transactions as
treasurer and of the financial condition of the Corporation. The treasurer will
perform such other duties as the board or the president and chief executive
officer may from time to time prescribe or delegate to him or her.

     5.8 Secretary.
     --------------

     The secretary will give, or cause to be given, notice of all meetings of
the shareholders and, upon the request of a person entitled to call a special
meeting of the board of directors, he or she will give notice of any such
special meeting. He or she will keep the minutes of all meetings of the
shareholders, the board of directors or any committee established by the board
of directors. The secretary will be responsible for the maintenance of all
records of the Corporation and may attest documents on behalf of the
Corporation. He or she shall sign with the president, or a vice-president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors. The secretary will
perform such other duties as the board or the president and chief executive
officer may from time to time prescribe or delegate to him or her.

     5.9 Compensation.
     -----------------

     Officers will receive such compensation, if any, for their services as may
be authorized or ratified by the board of directors. Election or appointment as
an officer will not of itself create a right to compensation for services
performed as such officer.

                                   ARTICLE VI
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

     6.1 Directors and Officers.
     ---------------------------

     Subject to the Articles of Incorporation and the other sections of this
Article, the Corporation will indemnify, to the fullest extent permitted by, and
in the manner permissible under, the laws of the State of Colorado in effect on
the date hereof and as amended from time to time, any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, association or other enterprise, against expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, including any action, suit or proceeding
by or in the right of the Corporation (a "Proceeding"). The Corporation will
advance all reasonable expenses incurred by or on behalf of any such person in
connection with any Proceeding within ten days after the receipt by the



Corporation of a statement or statements from such person requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements will reasonably
evidence the expenses incurred by such person and, if such person is an officer
or director of the Corporation, will include or be preceded or accompanied by an
undertaking by or on behalf of such person to repay any expenses advanced if it
will ultimately be determined that such person is not entitled to be indemnified
against such expenses. Costs, charges or expenses of investigating or defending
Proceedings for which indemnity will be sought hereunder may be incurred without
the Corporation's consent provided that no settlement of any such Proceeding may
be made without the Corporation's consent, which consent will not be
unreasonably withheld.

     6.2 Determination of Right to Indemnification.
     ----------------------------------------------

          6.2.1 Any indemnification requested by any person under Section 1 of
this Article will be made no later than forty-five (45) days after receipt of
the written request of such person unless a determination is made within said
forty-five (45) day period: (i) by a majority vote of directors who are not
parties to such Proceedings, or (ii) in the event a quorum of non-involved
directors is not obtainable, at the election of the Corporation, by independent
legal counsel in a written opinion, that such person is not entitled to
indemnification hereunder.

          6.2.2 Notwithstanding a determination under Section 6.2.1 above that
any person is not entitled to indemnification with respect to a Proceeding, such
person will have the right to apply to any court of competent jurisdiction for
the purpose of enforcing such person's right to indemnification pursuant to
these Bylaws. Neither the failure of the Corporation (including its board of
directors or independent legal counsel) to have made a determination prior to
the commencement of such action that such person is entitled to indemnification
hereunder, nor an actual determination by the Corporation (including its board
of directors or independent legal counsel) that such person is not entitled to
indemnification hereunder, will be a defense to the action or create any
presumption that such person is not entitled to indemnification hereunder.

          6.2.3 The Corporation will indemnify any person against all expenses
incurred in connection with any hearing or Proceeding under this Section 6.2 if
such person prevails on the merits or otherwise in such Proceeding.

     6.3 Subrogation.
     ----------------

     In the event of payment under these Bylaws, the indemnifying party or
parties will be subrogated to the extent of such payment to all of the rights of
recovery of the indemnified person therefor and such indemnified person will
execute all papers required and will do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the indemnifying party or parties to effectively bring suit to enforce
such rights.

     6.4 Presumptions and Effect of Certain Proceedings.
     ---------------------------------------------------

          6.4.1 In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination will presume that such person is entitled to indemnification under
this Article, and the Corporation will have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.



          6.4.2 The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, will not (except as otherwise expressly
provided in these Bylaws) of itself adversely affect the right of any person to
indemnification or create a presumption that such person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation or, with respect to any
criminal Proceeding, that such person had reasonable cause to believe that his
or her conduct was unlawful.

     6.5 Exception to Right of Indemnification or Advancement of Expenses.
     ---------------------------------------------------------------------

     Notwithstanding any other provision of these Bylaws, no person will be
entitled to indemnification or advancement of expenses under these Bylaws with
respect to any Proceeding brought by such person, unless the bringing of such
Proceeding or making of such claim will have been approved by the board of
directors.

     6.6 Contract.
     -------------

     The foregoing provisions of this Article will be deemed to be a contract
between the Corporation and each director and officer who serves in such
capacity at any time while this Bylaw is in effect, and any repeal or
modification thereof will not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

     The foregoing rights of indemnification will not be deemed exclusive of any
other rights to which any director or officer may be entitled apart from the
provisions of this Article.

     6.7 Surviving Corporation.
     --------------------------

     The board of directors may provide by resolution that references to "the
Corporation" in this Article will include, in addition to this Corporation, all
constituent corporations absorbed in a merger with this Corporation so that any
person who was a director or officer of such a constituent corporation or is or
was serving at the request of such constituent corporation as a director,
employee or agent of another corporation, partnership, joint venture, trust,
association or other entity will stand in the same position under the provisions
of this Article with respect to this Corporation as he or she would if he or she
had served this Corporation in the same capacity or is or was so serving such
other entity at the request of this Corporation, as the case may be.

     6.8 Inurement.
     --------------

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article will continue as to a person who has ceased to be a
director or officer and will inure to the benefit of the heirs, executors and
administrators of such person.

     6.9 Employees and Agents.
     -------------------------

     To the same extent as it may do for a director or officer, the Corporation
may indemnify and advance expenses to a person who is not and was not a director
or officer of the Corporation but who is or was an employee or agent of the
Corporation.



                                  ARTICLE VII
                                 CAPITAL STOCK

     7.1 Certificates.
     -----------------

     Each shareholder of the Corporation will be entitled to a certificate or
certificates signed by or in the name of the Corporation by (a) the president
and chief executive officer, or the treasurer and (b) the secretary, certifying
the number of shares of stock of the Corporation owned by such shareholder. Any
or all the signatures on the certificate may be a facsimile.

     7.2 Facsimile Signatures.
     -------------------------

     In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate will have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he, she or it was
such officer, transfer agent, or registrar at the date of issue.

     7.3 Registered Shareholders.
     ----------------------------

     The Corporation will be entitled to treat the holder of record of any share
or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, will not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has actual or other notice thereof, except as provided by law.

     7.4 Cancellation of Certificates.
     ---------------------------------

     All certificates surrendered to the Corporation will be canceled and,
except in the case of lost, stolen or destroyed certificates, no new
certificates will be issued until the former certificate or certificates for the
same number of shares of the same class of stock have been surrendered and
canceled.

     7.5 Lost, Stolen, or Destroyed Certificates.
     --------------------------------------------

     The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed upon the making of
an affidavit of that fact by the person claiming the certificate or certificates
to be lost, stolen, or destroyed. In its discretion, and as a condition
precedent to the issuance of any such new certificate or certificates, the board
of directors may require that the owner of such lost, stolen or destroyed
certificate or certificates, or such person's legal representative, give the
Corporation and its transfer agent or agents, registrar or registrars a bond in
such form and amount as the board of directors may direct as indemnity against
any claim that may be made against the Corporation and its transfer agent or
agents, registrar or registrars on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.

     7.6 Transfer of Shares.
     -----------------------

     Shares of stock will be transferable on the books of the Corporation by the
holder thereof, in person or by duly authorized attorney, upon the surrender of
the certificate or certificates representing the shares to be transferred,
properly endorsed, with such proof or guarantee of the authenticity of the
signature as the Corporation or its agents may reasonably require.



     7.7 Transfer Agents and Registrars.
     -----------------------------------

     The Corporation may have one or more transfer agents and one or more
registrars of its stock, whose respective duties the board of directors may,
from time to time, define. No certificate of stock will be valid until
countersigned by a transfer agent, if the Corporation will have a transfer
agent, or until registered by the registrar, if the Corporation will have a
registrar. The duties of transfer agent and registrar may be combined.

                                  ARTICLE VIII
                                      SEAL

     8.1 Seal.
     ---------

     The seal of the Corporation will be circular in form and will bear the name
of the Corporation and the words "Seal" and "Colorado."

                                   ARTICLE IX
                                  FISCAL YEAR

     9.1 Fiscal Year.
     ----------------

     The fiscal year for the Corporation will close on the 30th of September of
each year unless otherwise determined by the board of directors.

                                   ARTICLE X
                                   AMENDMENTS

     10.1 Amendments.
     ----------------

     Subject to the provisions of the Articles of Incorporation, these Bylaws
may be altered, amended, or repealed at any regular meeting of the shareholders
(or at any special meeting thereof duly called for that purpose) by a majority
vote of the shares represented and entitled to vote at such meeting, provided
that in the notice of such special meeting, notice of such purpose will be
given. Subject to the laws of the State of Colorado, the Articles of
Incorporation and these Bylaws, the board of directors may, by majority vote of
those present at any meeting at which a quorum is present, amend these Bylaws or
enact such other Bylaws as in their judgment may be advisable for the regulation
of the conduct of the affairs of the Corporation.




                            CERTIFICATE OF SECRETARY


     I, Frederick G. Beisser, the undersigned, do hereby certify the following:

     1. That I am the duly elected and acting Secretary of PlanGraphics, Inc., a
Colorado corporation; and

     2. That the foregoing Bylaws, comprising fourteen (14) pages, constitute
the Bylaws of said Corporation as duly adopted by the incorporator of said
Corporation and as duly approved by the board of directors of said Corporation
at a special meeting of the board of directors on October 7, 2002.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation effective as of October 7, 2002.


                                              /S/ Fred Beisser
                                              ----------------
                                              Name:  Frederick G. Beisser
                                              Title:  Secretary


         ( S E A L )

EX-4.1

Exhibit 4.1                                           Specimen Stock Certificate

(Front)
                                                           [ CUSIP 72705C 10 0 ]
                               PLANGRAPHICS, INC.
                              ____________________

NUMBER                                                                    SHARES
[ BOX ]                                                                  [ BOX ]

                      SEE REVERSE FOR CERTAIN DEFINITIONS


This Certifies That ______________________________________ is the owner of

                     _____________________________________

     Fully paid and non-assessable shares of Common Stock, no-par value of

                               PLANGRAPHICS, INC.

transferable only on the books of the Corporation by the holder hereof in person
   or by duly authorized attorney upon surrender of this Certificate properly
 endorsed. This certificate is not valid until countersigned and registered by
                        the Transfer Agent and Register.

In Witness Whereof, the Corporation has caused this Certificate to be signed by
 the facsimile signatures of its duly Authorized officers and to be sealed with
                     the facsimile seal of the Corporation.


          Dated:

                                [Circular Seal]
                               PLANGRAPHICS, INC.
                                    CORPORATE
                                      SEAL
                                    COLORADO

/S/ Fred Beisser
John C. Antenucci
FREDERICK G. BEISSER, SECRETARY
JOHN C. ANTENUCCI, PRESIDENT



(Back Side)
                               PlanGraphics, Inc.

                 Transfer Fee: $2O.OO Per New Certificate Issued

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

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common as      UNIF GIFT MIN ACT - .......... Custodian
           tenants by the entireties
for.....................
        (Cust.)                         (Minor)
under Uniform Gifts to Minors

TEN ENT -- as tenants by the entireties
Act of........................................
(State)
JT TEN  -- as joint tenants with right of
           survivorship and not as tenants
           in common

Additional abbreviations may also be used though not in the above list


   For value received.................... hereby sell assign and transfer unto

                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE

                                     [ Box ]



                Please print or type name and address of assignee

            .........................................................

            .........................................................

            .........................................................

            ...................................................Shares

    of the Common Stock represented by the within Certificate and do hereby
                       irrevocably constitute and appoint

 ...............................................................................

 ...............................................................................

 Attorney to transfer and sell the said stock on the books of the within named
         Corporation, with full power of substitution in the premises.

            Dated........................................, 20........


SIGNATURE GUARANTEED:                         X _____________________________
                                              X______________________________


 THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
    THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
 ENLARGEMENT OR ANY CHANGE WHATSOEVER THE SIGNATURE(S) MUST BE GUARANTEED BY AN
     ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
    Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
   GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE I7Ad-I5 UNDER THE SECURITIIES
                       EXCHANGE ACT OF 1934, AS AMENDED.

EX-10.23

Exhibit 10.23
                                 FIRST AMENDMENT
                                       TO
                             AGREEMENT FOR SERVICES


This document amends and changes that Agreement for Services ("Agreement") of
July 1, 2001 between PlanGraphics, Inc., formerly Integrated Spatial Information
Solutions, Inc., (the "Company") and Gary S. Murray (the "Executive").

The parties to the Agreement consent to and change the following items of the
Agreement:

o    All references to Integrated Spatial Information Solutions, Inc. are hereby
     changed to read PlanGraphics, Inc.

o    In order to comply with the Board of Directors recent change establishing
     standardized directors' fees for non-employee directors, the parties agree
     that subparagraph 3a(1) regarding Base Compensation is deleted and replaced
     with the following:

          "(1) Effective May 1, 2002, base compensation shall be stock options
          to acquire 400,000 shares annually per directorship year of the
          Company's common stock at a price equal to the closing market price on
          the first day of the directorship year. The options shall be five year
          options. For the initial period of this amendment, the price shall be
          $0.06 per share, the closing price on April 30, 2002. Such options
          shall vest one year from the beginning of each directorship year if
          the recipient has attended at least 75% of the Board of Directors
          meetings scheduled during the year. "

All other provisions of the Agreement remain unchanged.

PlanGraphics, Inc.



/S/ John C.Antneucci
- --------------------
By: John C. Antenucci, President


Executive


/S/ Gary S. Murray
- ------------------
Gary S. Murray

EX-21

Exhibit 21

                           List of Active Subsidiaries


Registered Name               State of Incorporation
- ---------------               ----------------------

PlanGraphics, Inc.                   Maryland

EX-99.1

Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of PlanGraphics, Inc. (the "Company") on
Form 10-KSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.




/s/ John C. Antenucci
- ---------------------
John C. Antenucci
Chief Executive Officer

December 30, 2002

EX-99.2

Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PlanGraphics, Inc. (the "Company") on
Form 10-KSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



/s/ Fred Beisser
- ----------------
Frederick G. Beisser
Senior Vice President - Finance and
Principal Financial Accounting Officer

December 30  , 2002

EX-99.3

Exhibit 99.3

                               PlanGraphics, Inc.
                  Code of Ethics for Senior Financial Officers


Senior financial officers hold an important and elevated role in corporate
governance. While members of the management team, they are uniquely capable and
empowered to ensure that all stakeholders' interests are appropriately balanced,
protected and preserved. This Code provides principles to which PlanGraphics'
Financial Officers are expected to adhere and advocate. They embody rules
regarding individual and peer responsibilities, as well as responsibilities to
employers, the public and other stakeholders. Our Senior Financial Officers
agree by their signature below that they will:

     1.   Act with honesty and integrity, avoiding actual or apparent conflicts
          of interest in personal and professional relationships.

     2.   Will make all reasonable efforts to comply with rules and regulations
          of federal, state, provincial and local governments, and other
          appropriate private and public regulatory agencies as known to them
          and will make reasonable efforts to maintain or obtain a professional
          level of knowledge of applicable rules and regulations

     3.   Act in good faith, responsibly, with due care, competence and
          diligence, without misrepresenting material facts or allowing one's
          independent judgment to be subordinated.

     4.   Respect the confidentiality of information acquired in the course of
          one's work except when authorized or otherwise legally obligated to
          disclose. Confidential information acquired in the course of one's
          work will not be used for personal advantage.

     5.   Proactively promote ethical behavior among peers and subordinates in
          the work place

/S/ Fred Beisser
- ----------------
(Signature)

Frederick G. Beisser
Senior Vice President--Finance