PROMISSORY NOTE


$90,000.00                                             MANCHESTER, NEW HAMPSHIRE
                                                                 APRIL 22, 1998

     FOR VALUE RECEIVED, the undersigned,  PALM DESERT ART, INC. (f/k/a Database
Technologies,  Inc.), a Delaware  corporation,  (the "Maker") hereby promises to
pay to the order of ALLAN WOLFE,  or to any holder hereof,  (the "Holder") on or
before [90 days] July 21, 1998 (the "Maturity Date") the principal sum of Ninety
Thousand  Dollars  ($90,000.00),  together  with  interest at the rate of 9% per
annum from the date  hereof  through the date upon which the  principal  balance
shall have been paid in full.

     All  payments  by the Maker  hereunder  shall be  applied  first to accrued
interest,  then to principal  currently due in accordance with the terms hereof,
the balance (if any) to prepayment of principal.  Interest will be calculated on
the basis of the  actual  number of days  elapsed  over a year of 365 days.  The
Maker shall have the right to prepay  principal at any time or from time to time
without any prepayment fee or penalty whatsoever.

     This Note is the promissory  note referred to in, has been issued  pursuant
to and is entitled to the benefits of a certain Asset Purchase Agreement between
the Maker and Holder  (the  "Agreement"),  a Guaranty  issued by Palm Desert Art
Publishers,  Ltd., a California  corporation and an affiliate of the Maker, (the
"Guarantor")  and a Stock Pledge  Agreement of the Guarantor,  all being of even
date herewith.

     Events of Default.

     (a) If one or more of the following described Events of Default shall occur
and be continuing, that is to say:

          (i) The Maker shall default in the payment of principal of or interest
     on this Note when due, and such default  shall have  continued for a period
     of ten days;

          (ii) The  Maker  shall  default  in any  payment  of  principal  of or
     interest on any other  obligation  for borrowed  money beyond any period of
     grace  provided  with  respect  thereto if the effect of such default is to
     cause such obligation to become due prior to its stated maturity;

          (iii)  Any  representation  or  warranty  made  by  the  Maker  or the
     Guarantor in the  Agreement or in any document or  instrument  delivered in
     connection  therewith  shall prove to have been false or  misleading in any
     material respect as of the time made or furnished; or

          (iv) The Maker or the  Guarantor  shall  default in the  observance or
     performance of any other covenant, condition or provision of the


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     Agreement  or  of  any  document  or  instrument  delivered  in  connection
     therewith,  and such default  shall not have been  remedied  within 30 days
     after notice thereof shall have been given to them by the Lender.then,  and
     in any such  event,  the holder of this Note shall be  entitled by written,
     telephonic  or  telegraphic  notice to the Maker to  declare  this Note and
     interest accrued hereunder and all other liabilities of the Maker hereunder
     to be forthwith due and payable and the same shall thereupon  become and be
     due and payable without presentment,  demand,  protest or further notice of
     any kind, all of which are hereby expressly waived.

     (b) If one or more of the following described Events of Default shall occur
and be continuing, that is to say:

          (i) A proceeding shall have been instituted in respect of the Maker

               (1) seeking  the entry of an order for relief  against the Maker,
          or seeking a  declaration  that it is  insolvent,  or  resulting  in a
          finding that it is insolvent, or seeking the dissolution, arrangement,
          adjustment,  composition  or other similar  relief with respect to the
          Maker,  its  assets or its debts  under  any law now or  hereafter  in
          effect  relating  to  bankruptcy,  insolvency,  relief of  debtors  or
          protection of creditors, or

               (2) seeking the  appointment of a receiver,  trustee,  custodian,
          liquidator,  assignee,  sequestrator or other similar official for the
          Maker or for all or any substantial part of its property,

     and such  proceeding  results  in the  entry,  making  or grant of any such
     order, finding or appointment,  or such proceeding shall remain undismissed
     and unstayed for a period of 30 consecutive days, or, if such proceeding is
     brought under the federal bankruptcy code, the Maker fails to file a proper
     answer  (including a request that the  petitioner  post adequate bond under
     Section 303(e) of said code) thereto within 10 days of receipt of notice of
     said proceeding; or

          (ii) the Maker shall become  insolvent,  shall become generally unable
     to pay its debts as they become due, shall voluntarily  suspend transaction
     of its  business,  shall  make a  general  assignment  for the  benefit  of
     creditors,   shall  institute  a  proceeding  described  in  the  foregoing
     paragraph  (b)(i)  hereof or shall by any act  indicate  its  consent to or
     acquiescence in any proceeding or action described in said paragraph (b)(i)
     hereof (whether or not such proceeding is actually instituted or diligently
     prosecuted),  or shall dissolve, wind-up or liquidate itself, or shall take
     any action in furtherance of any of the foregoing,

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then, and in any such event,  this Note and interest  accrued  hereunder and all
other liabilities of the Maker hereunder shall thereupon become and be forthwith
due and payable without presentment,  demand, protest or notice of any kind, all
of which are hereby expressly waived.

     General Provisions.

     In the event this Note shall have been  declared  or shall have  become due
and payable,  the Holder  shall have the right,  in addition to all other rights
and remedies  available to it, without  notice to the Maker,  to set off against
and to  appropriate  and apply to the then unpaid  balance of this Note any debt
owing to, and any other  funds held in any manner for the  account of, the Maker
by the Holder.  Such right shall exist whether or not the Holder shall have made
any  demand  hereunder,  whether or not any such debt owing to or funds held for
the account of the Maker is or are matured or unmatured,  and  regardless of the
existence or adequacy of any collateral,  guaranty or any other security,  right
or remedy available to the Holder.

     In the event the Holder is at any time  required to turn over,  disgorge or
repay (whether to the Maker,  a trustee in Bankruptcy,  or to third parties) any
payment  previously  received by the Holder with  respect to this Note  (whether
received from the Maker or third parties), then the amount of the liabilities of
the Maker hereunder shall be increased by the amount so turned over or disgorged
by the Holder,  plus reasonable  expenses incurred by the Holder in the process,
to the same extent as if the amount and expenses in question  had been  advanced
by the Holder at the  inception of this Note and had remained  unpaid since that
date, all of which shall be payable immediately, without further demand.

     No delay or  omission  on the part of the  Holder in  exercising  any right
hereunder  shall operate as a waiver of such right,  or of any other right,  nor
shall any delay,  omission  or waiver on any one  occasion be deemed a bar to or
waiver  of the same or any  other  right on any  future  occasion.  No single or
partial exercise of any right, power or privilege hereunder shall preclude other
exercises thereof, or the exercise of any other power hereunder.

     The  Maker  hereby  unconditionally  waives  presentment,  demand,  notice,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance, performance, default or enforcement of this Note.

     In case a suit or action is  instituted to collect this Note or any portion
hereof,  the Maker shall pay, in addition to costs and disbursements  allowed by
law, such sum as the court may judge  reasonable as attorneys' fees in such suit
or action.


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     This Note is intended to take  effect as a sealed  instrument.  The rights,
obligations and duties of the parties hereunder shall be construed in accordance
with and be governed by the laws of the State of New Hampshire. The Maker hereby
agrees that any action hereon or relating hereto may be maintained in a court of
competent subject-matter jurisdiction located in the State of New Hampshire, and
consents  to the  jurisdiction  of any such  court  for all  purposes  connected
herewith.

     This Note is fully negotiable,  and upon negotiation may be enforced by the
Holder in accordance with its terms.  The rights,  obligations and duties of the
Maker hereunder shall not be assigned or delegated.

     IN WITNESS  WHEREOF,  the Maker has executed and delivered this Note on the
day and year first written above.

                                        PALM DESERT ART, INC.



                                        By: ss/ Hugh G. Pike
                                            -----------------------------------
                                            Name: Hugh G. Pike
                                            Title:  President


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STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

     On April 24, 1998 before me, Marianne M. Parsons "Notary Public" personally
appeared Hugh Gene Pike personally known to me

                                        to  be  the   person   whose   name   is
                                        subscribed to the within  instrument and
                                        acknowledged  to me that he executed the
                                        same in his authorized capacity and that
                                        by his signature on the  instrument  the
                                        person  or the  entity  upon  behalf  of
                                        which the  person  acted,  executed  the
                                        instrument.

                                        WITNESS my hand and official seal.

                                        ss/Marianne M. Parsons
                                        ----------------------------------------

                    Marianne M. Parons
         [SEAL]     Comm. #1152975
                    Notary Public-California
                    Riverside County
                    My Comm. Exp.Aug. 24, 2001


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