AGREEMENT

         Agreement, effective the last date executed below, between Durland &
Company ("Durland & Co.""); Stephen H. Durland ("Durland"); and EuroSoft
Corporation ("EuroSoft").

                                   BACKGROUND

         WHEREAS, EuroSoft is indebted to Durland & Co. in the amount of
$272,367.89 for accounting services rendered and expenses related to such
accounting services ("Outstanding Bill") .

         WHEREAS, Durland is the principal of Durland & Co.

         WHEREAS, EuroSoft and Durland & Co. desire to resolve and settle all
issues regarding the Outstanding Bill by issuing EuroSoft shares to Durland as
set forth below.

         WHEREAS, Durland agrees to assume the position of sole officer and
director of EuroSoft from William H. Luckman, who shall resign such positions.

         NOW, THEREFORE, intending to be bound and in consideration of the
mutual covenants and promises contained herein, the parties agree as follows:

     1.   EuroSoft owes Durland & Co. the sum of $272,367.89 for accounting
          services rendered and expenses related to such accounting services
          ("Outstanding Bill"). The parties hereby agree to settle the
          outstanding bill as follows: EuroSoft shall issue the following shares
          of its common stock -- (i) 900,000 shares of common stock in the form
          of S-8 common stock. Such common stock must be issued in the name of
          Durland only based on his position as the sole principal of Durland &
          Co. EuroSoft has previously filed an S-8 registration statement with
          the SEC to register 2,500,000 shares. It has only issued 1,600,000 of
          shares under the registration statement and has available 900,000
          shares. The 900,000 shares shall be valued at $0.02 per share (the
          current market price of EuroSoft's shares of common stock). Therefore,
          the Outstanding Bill shall be reduced by $18,000; (ii) 24,100,000
          shares of common stock restricted in accordance with Rule 144. Such
          shares shall be valued at $0.01 per share (50% of the current market
          price of EuroSoft's shares of common stock). Therefore, the
          Outstanding Bill shall be reduced by $241,000; (iii) the remaining
          $13,367.89 part of the Outstanding Bill shall remain a liability of
          EuroSoft to Durland & Co. until such time as EuroSoft increases its
          authorized common stock above 50,000,000 shares. At such time,
          EuroSoft shall have the option to either issue additional shares of
          its common stock restricted in accordance with Rule 144 (valued at 50%
          of the then current market price of EuroSoft's shares of its common
          stock) or pay Durland & Co. cash, if in its sole discretion, it has
          sufficient cash to pay such amount.

<PAGE>

     2.   William H. Luckman is presently the sole officer and director of
          EuroSoft. Upon execution of this agreement, Mr. Luckman shall
          immediately resign such positions and Durland agrees to assume such
          positions. Additionally, Durland agrees to change the address of
          EuroSoft to his address, change all telephone numbers to a telephone
          number established, maintained and answered by Durland and undertake
          any and all other actions to notify shareholders and the general
          public about such change. This shall inlcude, but not be limited to,
          Durland responding to any and all inquiries of EuroSoft shareholders.
          Durland agrees to execute the release attached hereto as Exhibit A
          releasing EuroSoft from any further obligations or liabilities
          regarding EuroSoft.

     3.   Durland & Co. and Durland hereby agree to indemnify William H. Luckman
          and his representatives and agents (collectively, the "Indemnified
          Parties") and hold each of them harmless from and against any
          reasonably incurred loss, liability, claim, cost, damage or expense
          (including, but not limited to, any and all expenses reasonably
          incurred in investigating, preparing or defending any litigation or
          proceeding, commenced or threatened, or any claim whatsoever) suffered
          or incurred by any such Indemnified Parties to the extent arising from
          claims related to EuroSoft that arise after Mr. Luckman's resignation
          as an officer or director of EuroSoft provided Mr. Luckman and the
          Indemnified Parties have not taken any action to cause such loss,
          liability, claim, cost, damage or expense.

     4.   The parties hereto agree that the terms and conditions of this
          agreement shall be kept confidential between the parties and may not
          be disclosed to any individual, association or other business entity,
          except to such party's legal counsel and financial and tax advisors,
          without the prior written consent of the non-disclosing party.
          Notwithstanding same, the parties shall be permitted to disclose the
          terms of this Agreement if required to disclose same for purposes of
          any securities filings (federal or state), regulatory requirements or
          the like.

     5.   All statements contained in this Agreement shall be deemed the
          representations and warranties of the party making said statements.
          The representations, warranties and covenants of the parties contained
          in this Agreement or in any writing delivered pursuant to the
          provisions of this Agreement shall survive the consummation of the
          transactions contemplated hereby.

     6.   The parties hereto agree that to the extent any provisions of this
          Agreement are held, found or deemed to be unenforceable, such
          provision shall be modified by any court of competent jurisdiction to
          the extent necessary in order that any such provision shall be legally
          enforceable to the fullest extent

<PAGE>

          permitted by applicable law. If any provision of this Agreement shall
          be held unenforceable to any extent, such provision (except to such
          extent) and each of the other provisions hereof shall nevertheless
          continue to be binding upon the parties in accordance with its terms.

     7.   In the event that a party hereto must resort to legal action in order
          to enforce any provision of this Agreement or portion thereof, or must
          defend such suit, the prevailing party shall be entitled to receive
          reimbursement from the non- prevailing party for all reasonable
          attorneys' fees and all other reasonable costs incurred in commencing
          or defending such suit.

     8.   This Agreement and the release described in paragraph 2 herein embody
          the entire understanding between the parties pertaining to the subject
          matter hereof. Any prior agreement among the parties pertaining to the
          subject matter hereof is superseded hereby. No amendment, waiver,
          modification or other discharge of the terms of this Agreement shall
          be valid unless made in writing, executed with the same formalities of
          this Agreement, specifying such change, modification, waiver or
          cancellation and signed by all parties.

     9.   A waiver at any time of compliance with any of the terms and
          conditions of this Agreement shall not be deemed or construed a
          modification, cancellation or waiver of those terms and conditions, or
          as a further or continuing waiver of any such condition, or waiver of
          any prior or subsequent breach of the terms and conditions of this
          Agreement, unless expressly so stated in writing.

     10.  All references herein to any individual, corporation or other entity
          used in this Agreement, and the pronouns and verbs corresponding
          thereto, shall be construed in the masculine or the feminine, and/or
          neuter, as the case may be; singular or plural, whichever construction
          is consistent with the facts prevailing at any given time.

     11.  The parties hereto agree to execute any further instruments and shall
          perform any acts which are or may become necessary to effectuate the
          terms of this Agreement.

     12.  All notices required or permitted to be given hereunder shall be in
          writing and delivered personally or by a recognized overnight courier
          service at the addresses set forth by the parties. Any party may, by
          notice, designate a new address for notices to it. A party's attorney
          may send notice on such party's behalf. Notice shall also be given to
          each party's respective attorneys.

     13.  This Agreement may be executed in several counterparts, and each
          counterpart bearing the signature of all parties hereto shall be
          deemed a

<PAGE>

          binding, original copy of this Agreement, and all of which shall be
          considered one and the same agreement.

     14.  This Agreement shall be construed and interpreted in accordance with
          the laws of the State of Florida, provided, however, that the
          conflicts of law principles of the State of Florida shall not apply to
          the extent they would operate to apply the laws of another state. The
          parties acknowledge that because of the unique character of this
          Agreement, the other party may be irreparably harmed in the event that
          this Agreement is not specifically enforced. Accordingly, should any
          dispute arise concerning this Agreement, either party may be entitled
          to injunctive relief by a Court of Competent Jurisdiction. Such remedy
          shall, however, be cumulative and not exclusive, and shall be in
          addition to any other remedies which the parties may have.

     15.  The parties hereto acknowledge and agree that they have read this
          Agreement in its entirety and that the terms hereof are fair, adequate
          and just. The parties hereto acknowledge that they have had the right
          and opportunity to review this Agreement and to have this Agreement
          reviewed by independent legal counsel of their choice and their
          signatures, affixed hereto, indicate their acceptance of the terms and
          conditions hereof as their voluntary acts and deeds.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed individually, or by their respective officers, as the case may be,
hereunto duly authorized, and entered into as of the date first above written.

                                       EUROSOFT CORP.

                                       BY: /s/ Willima H. Luckman
                                       ---------------------------------
                                               William H. Luckman
                                               Senior Vice President


                                       /s/ Stephen H. Durland
                                       ---------------------------------
                                               STEPHEN H. DURLAND


                                       DURLAND & COMPANY

                                       BY: /s/ Stephen H. Durland
                                       ---------------------------------
                                                STEPHEN H. DURLAND