8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT


       Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934

                         Date of Report: January 9, 2006
                        (Date of earliest event reported)

                               PLANGRAPHICS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



        Colorado                     0-14273               84-0868815
        --------                     -------               ----------
       (State of                   (Commission           (IRS Employer
     incorporation)                File Number)        Identification No.)


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

        Registrant's telephone number, including area code (720) 851-0716


        -----------------------------------------------------------------
             (Former Name and address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On December 21, 2005, PlanGraphics, Inc. offered to extend the employment
agreements of Frederick G. Beisser, Senior Vice President - Finance and of J.
Gray Reed, Chief Operating Officer of its operating subsidiary, PlanGraphics,
Inc. (a Maryland corporation). The employment agreements, dated January 1, 2002
and originally filed with Form 10-Q for March 31, 2002, were extended through
September 30, 2006. Both officers accepted the offer on January 31, 2006. The
terms of the employment agreements otherwise remain unchanged. The Form of
Extension of the Employment Agreement is filed with this report as Exhibit 10.1.

PlanGraphics, Inc. entered into a First Amendment to Master Factoring Agreement
("Amendment") with Rockland Credit Finance, LLC ("Rockland") which is effective
January 9, 2006. The Amendment extended the term of the Master Factoring
Agreement to June 30, 2007, In addition, the Amendment, among other things,
increased the amount by which Rockland will pay PlanGraphics for accounts
receivable invoices from 80% of the face value to 85% of the face value of such
invoices and lowered the minimum monthly volume that PlanGraphics is required to
submit to Rockland for purchase from $500,000 to $350,000. The Amendment is
filed with this report as Exhibit 10.2.

ITEM 8.01 OTHER EVENTS

PlanGraphics, Inc. reports that its non-binding letter of intent, as amended,
with IceWEB, Inc. expired without action by either party on December 31, 2005 in
accordance with its terms. The Board of Directors continues to actively explore
strategic alternatives for PlanGraphics, Inc, including discussions with IceWEB,
Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.            Description
- -----------            -----------

10.1       Form of Extension of Employment Agreement, letter dated December 21,
           2005
10.2       First Amendment to Master Factoring Agreement, dated January 9, 2006






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                               PLANGRAPHICS, INC.
                                  (Registrant)


January 31, 2006               /S/  Fred Beisser
                               ------------------
                                   (Signature)
                              Frederick G. Beisser
                         Senior Vice President - Finance
              Secretary, Treasurer and Principal Accounting Officer




                                  EXHIBIT INDEX


Exhibit No.                           Description
- -----------                           -----------

10.1       Form of Extension of Employment Agreement, letter dated December 21,
           2005
10.2       First Amendment to Master Factoring Agreement, dated January 9, 2006

EX-10.1

Exhibit 10.1

                               PLANGRAPHICS, INC.
                              112 EAST MAIN STREET
                               FRANKFORT, KY 40601



December 21, 2005


Name of Executive
Title
Street
City, State, Zip Code


Dear (Name of Executive):

Pursuant to your employment letter effective January 1, 2002, this letter is
intended to inform you of PlanGraphics' interest and intent to extend the
aforementioned agreement through September 30, 2006, pursuant to the existing
terms and conditions of the contract.

If the extension is acceptable to you under those terms, please acknowledge with
your signature below and return two signed copies to me.

If you would prefer to discuss the extension or modification to the agreement,
please inform Kimberly Wallace who will schedule the discussion at the earliest
possible opportunity.

Sincerely,

/S/ John C. Antenucci

John C. Antenucci
President and CEO


CC:  Gary S. Murray
     Joyce Rector


Signature:                                              Date:
          --------------------------------------------       ------------------

EX-10.2

Exhibit 10.2

                  FIRST AMENDMENT TO MASTER FACTORING AGREEMENT

This First amendment to that Master Factoring Agreement dated February 15th,
2005 ("MFA") between Rockland Credit Finance, LLC ("Rockland") and Plangraphics,
Inc. ("Plangraphics") is entered into this 9th day of January, 2006 ("Effective
Date").

                                    Recitals

Whereas, the parties entered into the MFA which is effective and in full force,
and

Whereas, the parties wish to extend the term of the MFA and modify certain other
terms and conditions therein.

Therefore, for valuable consideration the sufficiency of which is hereby
affirmed, the parties, wishing to be legally bound, agree to the following terms
and conditions.

1)   From the Effective Date hereof and hereafter,

     a)   The Advance Rate as defined pursuant to Section 2.3.1 of the MFA shall
          be eighty-five percent (85%).

     b)   The Guaranteed Monthly Volume as defined pursuant to Section 2.4 of
          the MFA is three hundred fifty thousand dollars ($350,000).

     c)   Section 4.1(c) is hereby amended as follows:

          i)   "(c) an Assigned Account is not paid on or before the expiration
               of ninety days (90) days from the invoice date, or in respect of
               certain account debtors of yours as we may agree from time to
               time, one hundred twenty (120) days from the invoice date, but in
               any case such extension to 120 days shall be at our sole
               discretion which can be withdrawn by us at an (sic.) time (such
               an Account being hereinafter referred to as a "Late Account")"

2)   The first sentence only of Section 8.1 is hereby amended and is superceded
     as follows:

     "The term of this Agreement shall be for an initial period commencing on
     February 14th, 2005 and continuing to June 30th, 2007.

3)   The terms of this Amendment are incorporated in the MGA by cross-reference.
     A default or breach of any term hereunder by you or your failure to timely
     and properly observe, keep or perform any term, covenant, agreement or
     condition hereunder shall be a default under the MFA as previously amended.

4)   This Amendment and the MFA contain the entire agreement of the parties
     hereto with respect to the matters contemplated hereby, and supercede any
     and all other agreements, statement or promises made by any party, or by
     any employee, officer, agent, attorney of any party hereto, that are not
     contained herein.



5)   Plangraphics specifically intends that this Amendment constitutes and (sic)
     under Seal.

6)   No modification or waiver of any provision of this Amendment or the MFA
     shall be effective unless and until it is in writing and then such waiver
     shall only be effective for specific instance and for the purpose for which
     it is given.

7)   All other terms and conditions in the MFA shall remain in full force and
     effect.

The parties, by their signature below, hereby execute their agreement to the
foregoing terms and conditions.



Rockland Credit Finance, LLC                  Plangraphics, Inc.

By: /S/ John Fox                              By: /S/ John C. Antenucci

Name: John Fox                                Name: John C. Antenucci

Title: President                              Title: President & CEO



Re: First Amendment to MFA (Plangraphics)