ASSET PURCHASE AND SUBSCRIPTION AGREEMENT

     THIS  ASSET  PURCHASE  AND  SUBSCRIPTION  AGREEMENT  dated  the  5th day of
February  1998,  by  and  between  Database   Technologies,   Inc.,  a  Delaware
corporation,  ("Database")  and Palm Desert Art  Publishers,  Ltd., a California
corporation, ("Palm Desert"),

                                   WITNESSETH:

     WHEREAS,  Palm  Desert  is a  privately-held  corporation  engaged  in  the
business of owning  contracts  with  artists who grant it the right to reproduce
and sell their artwork,

     WHEREAS, Palm Desert is committed to acquiring privately owned and operated
art framing businesses;

     WHEREAS,  Palm Desert  believes that the development of a public market for
its securities may further the growth and expansion of its business;

     WHEREAS,  the  securities of Database are publicly held and traded  through
the facilities of the NASD's OTC Bulletin Board; and

     WHEREAS, Palm Desert desires to cause its assets to be acquired by Database
in exchange for a controlling interest in the securities of Database.

     NOW,   THEREFORE,   in  consideration  of  their  respective  promises  and
undertakings herein contained,  the parties hereto, each intending to be legally
bound hereby, do hereby covenant and agree as follows:

                                    ARTICLE I

                       AGREEMENTS TO TRANSFER AND ACQUIRE;
                             CONSIDERATION; CLOSING

     ss.1.1.  Agreement to Transfer.  On the Closing Date (as defined in ss.1.4)
Palm Desert shall sell, convey,  transfer,  assign, and deliver to Database, and
Database  shall  acquire  and  accept,  substantially  all of the assets of Palm
Desert, both real and personal,  including,  without  limitation,  Palm Desert's
furniture,  fixtures, business machines,  inventories,  supplies,  semi-finished
products, products under development,  trademarks,  licenses,  copyrights, trade
names,  leasehold  interests,  options to purchase  real or  personal  property,
rights under contracts, notes receivable, securities, franchises, claims, choses
in action,  permits or licenses  to conduct  the  business of Palm Desert as now
carried on, such  business as a going  concern and its good will,  subject to no
mortgages,  pledges,  liens,  encumbrances,  title  retention or other  security
agreements or arrangements or charges of any kind whatsoever, but excepting:



<PAGE>


          (a) Palm  Desert's  minute  book,  stock  transfer  ledger  and  other
     organizational  or corporate  records and any document or record which Palm
     Desert is required by law to retain in its possession;

          (b) all cash on hand or in banks in excess of the sum of $90,000  (all
     of the foregoing  being referred to herein as the "Assets to be Acquired");
     and

          (c) any property or asset of Palm Desert whose sale or  assignment  or
     attempted  sale or  assignment  hereunder  without  the  consent of another
     person would  constitute a breach of any  agreement or  commitment to which
     Palm Desert is a party or by which it may be bound,  if the consent of such
     person shall not have been obtained  prior to the Closing  Date;  provided,
     however, that in such event, such property or asset or the proceeds thereof
     shall be held  and/or  received  by Palm Desert for the benefit of Database
     and that  Database  may act as Palm  Desert's  agent in order to obtain for
     Database the benefits flowing from ownership of such property or asset.

     ss.1.2. Agreement to Acquire;  Consideration. On the Closing Date, Database
shall acquire the Assets to be Acquired in  consideration  of 32,763,661  shares
(the "Shares") of the common stock,  par value $.001 per share, of Database (the
"Common Stock").  On the Closing Date,  Database shall deliver 20,083,918 of the
Shares to Palm Desert, and shall deliver the remaining  12,679,743 Shares within
90 days of the Closing Date. The Shares,  when  delivered,  shall have been duly
and validly issued and shall be fully-paid and non-assessable.

     ss.1.3.  No  Liabilities  Assumed.   Database  shall  assume  none  of  the
liabilities of Palm Desert, whether absolute, accrued, contingent or otherwise.

     ss.1.4. The Closing.  The consummation of the sale,  conveyance,  transfer,
assignment  and  delivery  to  Database  of  the  Assets  to be  Acquired  shall
constitute the Closing.  The Closing shall take place at the offices of Database
on February 8, 1998 (the "Closing Date") or at such other time or place as shall
be mutually agreed upon by Database and Palm Desert.

     ss.1.5. Action to be Taken at and After Closing.

          (a) At the Closing, Palm Desert shall deliver to Database:

               (1) such bills of sale with  covenants  of general  warranty  and
          such other good and sufficient instruments of assignment,  transfer or
          conveyance as shall be necessary or  appropriate to vest in or confirm
          to Database good and  marketable  title to all  properties  and assets
          included in the Assets to be Acquired, subject to


<PAGE>



          no mortgage,  pledge, lien,  encumbrance,  conditional sale agreement,
          title  retention or other security  agreement or arrangement or charge
          of any kind whatsoever;

               (2) actual  possession and operating  control of the Assets to be
          Acquired;

               (3)  originals  or, if  unavailable,  copies of all Palm Desert's
          books,  records,  documents  and files,  together  with all other data
          relating to the Assets to be Acquired  (with the same to remain in the
          custody  of  Database  for not less than two years and  thereafter  in
          accordance with its usual business practice, subject to access thereto
          by Palm Desert at any reasonable time upon reasonable notice);

               (4) executed copies of the consents  referred to in ss.ss.2.7 and
          4.3 hereof;

               (5) all such other  deeds,  endorsements,  assignments  and other
          instruments as are, in the opinion of Database's  counsel,  reasonably
          necessary to vest in Database good and marketable  title to the Assets
          to be Acquired and

               (6) the  certificates  and  opinions of counsel  contemplated  by
          ss.ss.8.6 and 8.7.

          (b) From time to time at the request of Database,  whether at or after
     the Closing and without further  consideration,  Palm Desert at its expense
     shall  execute and deliver to Database  such further  instruments  of sale,
     conveyance,  transfer,  assignment  and  confirmation  and take such  other
     action as Database  may  reasonably  request in order more  effectively  to
     sell, convey,  transfer,  vest and confirm in Database any of the Assets to
     be Acquired.

          (c) At the Closing, Database shall deliver to Palm Desert:

               (1) Duly  authorized  and executed  certificates  evidencing  the
          Shares or  irrevocable  instructions  to the Company's  transfer agent
          directing that such certificates be issued;

               (2) the written  resignations  of all officers  and  directors of
          Database  other than Allan Wolfe and written  instruments  terminating
          the employment of all Database employees;

               (3) executed copies of the consents referred to in ss.ss. 3.8 and
          5.4 hereof, and



<PAGE>



               (4) the  certificates  and  opinions of counsel  contemplated  by
          ss.ss. 7.6 and 7.7.

          (d)  Immediately  following  the  Closing,  Allan  Wolfe,  as the sole
     remaining  director of  Database,  shall elect such  persons as Palm Desert
     shall designate as officers and directors of Database.

     ss.1.6.  Termination and Abandonment.  The transactions contemplated herein
may be terminated or abandoned at any time prior to, but not after,  the Closing
by mutual consent of Database and Palm Desert.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF PALM DESERT

     Palm Desert represents and warrants to Database as follows:

     ss.2.1.  Incorporation;  Corporate Power. Palm Desert is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
California.  Palm Desert has full power and authority  (corporate  and other) to
own and lease its properties and assets and to conduct its business as and where
such  properties  and assets are now owned or leased  and such  business  is now
conducted.  The character of the  properties  and assets now owned and leased by
Palm Desert and the nature of the  business  now  conducted by it do not make it
necessary  for Palm  Desert to be  licensed  or  qualified  to do  business as a
foreign corporation in any jurisdiction.

     ss.2.2. Due Authorization of Agreement; No Conflict With Other Instruments.
Palm Desert has full power and  authority and has taken all necessary and proper
action  to  authorize  the  execution  and  delivery  of  this  Agreement,   the
consummation of the transactions  contemplated hereby and the performance of all
terms and  conditions  hereof to be  performed by Palm  Desert.  This  Agreement
constitutes  the valid and  legally  binding  obligation  of Palm  Desert and is
enforceable  against it in accordance with its terms. The execution and delivery
of this Agreement, the consummation of the transactions contemplated hereby, and
the fulfillment of, and compliance with, the terms and provisions  hereof do not
and will not (i) violate any  provision of law or  administrative  regulation or
any judicial or administrative  order,  award,  judgment or decree applicable to
Palm Desert;  (ii) conflict with,  result in a breach of or constitute a default
under any of the terms,  conditions or  provisions of Palm Desert's  Articles of
Incorporation  or  By-laws;  (iii)  conflict  with,  result  in a  breach  of or
constitute  a default  under or  accelerate  or permit the  acceleration  of the
performance  required by, any  agreement or instrument to which Palm Desert is a
party or by which it is bound; (iv) result in the creation of any lien,  charge,
or encumbrance upon any of the Assets to be Acquired under any such agreement or


<PAGE>



instrument;  or (v)  terminate or give any party  thereto the right to terminate
any such  agreement  or  instrument,  except  such  breaches,  defaults,  liens,
charges,  encumbrances,  or rights of  acceleration  or termination as have been
consented  to or waived by the  other  party or  parties  to such  agreement  or
instrument or by Database.

     ss.2.3.  Compliance  with Law. To the best of Palm  Desert's  knowledge and
except as  otherwise  disclosed  by Palm  Desert in  writing  to  Database,  the
operations of Palm Desert have been conducted in substantial compliance with all
applicable laws,  regulations and other  requirements of all federal,  state and
local  governmental  authorities,  and of all states,  municipalities  and other
political  subdivisions  and agencies  thereof,  having  jurisdiction  over Palm
Desert,   including,   without  limitation,   all  such  laws,  regulations  and
requirements  relating  to  consumer  protection,  equal  opportunity,   health,
occupational safety, pension and securities matters.

     ss.2.4. Books and Records. The books of account,  minute book, stock record
book, and other records of Palm Desert, all of which have been made available to
Database,  are complete and correct and have been  maintained in accordance with
sound  business  practices  and the  requirements  of  Section  13(b)(2)  of the
Securities  Exchange  Act of 1934,  as  amended.  The minute book of Palm Desert
contains  accurate and complete  records of all meetings  held of, and corporate
action taken by, the stockholders and the Board of Directors of Palm Desert, and
no  meeting  of either of them has been  held for  which  minutes  have not been
prepared and are not contained in such minute book.

     ss.2.5.  Taxes.  Palm  Desert has duly filed all tax  reports  and  returns
required to be filed by it and all such returns are true,  correct and complete.
Palm  Desert has duly paid all taxes and other  charges due or claimed to be due
from it by  federal,  state,  local or foreign  taxing  authorities  (including,
without limitation,  those due in respect of Palm Desert's  properties,  income,
franchises,  licenses,  sales or  payrolls),  except such taxes,  if any, as are
being  contested  in  good  faith  and as to  which  it has set  aside  adequate
reserves.  There are no tax liens upon any of the Assets to be Acquired,  except
liens for current taxes not yet due. Palm Desert has not given or been requested
to give any waiver or  extension of any statute of  limitations  relating to the
payment  of taxes.  All  taxes  that Palm  Desert is or was  required  by law to
withhold  or collect  have been duly  withheld or  collected  and, to the extent
required, have been paid to the proper governmental authorities.

     ss.2.6. Patents,  Trademarks,  Trademarks, Etc. No proceeding charging Palm
Desert with infringement of any patent, trademark or copyright has been filed or
is threatened to be filed. Palm Desert owns, or is licensed or otherwise has all
necessary  rights to use,  convey and transfer,  free and clear of the claims of
others, all patents, trademarks, licenses, trade names, technology, trade


<PAGE>



secrets, copyrights,  know-how, patterns,  manufacturing processes, formulae and
customer  lists  constituting a part of the Assets to be Acquired and used in or
useful to the conduct of the business of Palm Desert as heretofore conducted.

     2.7. Consents.  Except as otherwise  disclosed by Palm Desert in writing to
Database,  no consent  of any person is  necessary  to the  consummation  of the
transactions contemplated hereby, including,  without limitation,  consents from
parties to loans, contracts,  licenses,  leases or other agreements and consents
from  governmental  agencies,  whether  federal,  state or  local.  Prior to the
Closing  Date,  Palm Desert will have obtained all such  consents,  and executed
counterpart  copies of all consents other than those  contemplated  by ss.1.1(d)
above shall be delivered to Database at the Closing.

     ss.2.8.  Litigation.  There is no  action,  suit,  inquiry,  proceeding  or
investigation  by or before any court or  governmental  or other  regulatory  or
administrative  agency or commission  pending or, to the best  knowledge of Palm
Desert,  threatened  against or  involving  the business or  operations  of Palm
Desert,  and Palm Desert does not know, or have any reason to know, of any valid
basis for any such action, inquiry, proceeding or investigation.

     ss.2.9.  Brokers and Finders.  Excepting only Palm Desert's  understandings
and agreements with Dowe & Dowe and A. Joseph  Lussier,  neither Palm Desert nor
any of its officers or  directors  has employed any broker or finder or incurred
any liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated by this Agreement.

     ss.2.10. Palm Desert's Investment Representations and Warranties.

     (a) Palm  Desert  acknowledges  that  Database  is  offering  the Shares in
reliance upon the  representations,  warranties and other  information set forth
herein by Palm Desert.

     (b) Palm Desert  represents  that it has such  knowledge and  experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of acquisition of the Shares and of making an informed investment decision
with respect thereto.

     (c) Palm Desert represents that its financial  condition is such that it is
able to bear all risks of (i)  holding  the  Shares  and (ii)  losing its entire
investment  in the  Shares.  Palm  Desert  represents  and  warrants  that it is
acquiring  the Shares for its own account,  for  investment  and not with a view
towards any resale or other distribution thereof

     (d) Palm Desert acknowledges its understanding (i) that the Shares have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act") or any state  securities  act in  reliance  on an  exemption  for  private
offerings, (ii) that there are


<PAGE>



substantial  restrictions  on the transfer of Shares under the  Securities  Act,
(iii) that it may not transfer  the Shares  unless it supplies  Database  with a
written  opinion of counsel  reasonably  satisfactory  to Database to the effect
that, or in the opinion of counsel for Database, such transfer complies with all
applicable  federal and state securities laws, (iv) that a restrictive legend to
the  foregoing  effect  shall be imprinted on each  certificate  evidencing  the
Shares,  (v) that Database has no obligation,  nor does it intend,  to cause the
Shares to be registered under the Securities Act or to take any action to comply
or assist Palm Desert to comply with any  exemption  under the  Securities  Act,
including but not limited to Rule 144  promulgated  under the Securities Act and
(vi) that no securities commission or regulatory authority has approved,  passed
upon, or endorsed the merits of the offer and sale of the Shares,  nor shall any
such agency will do so.

     ss.2.11.  Full Disclosure.  All the  representations and warranties made by
Palm  Desert  herein  or in any  Schedule  hereto,  and  all of the  statements,
documents or other information pertaining to the transaction contemplated herein
made or  given  by Palm  Desert,  its  agents  or  representatives  are true and
complete,  and do not omit any  information  required to make the statements and
information  provided,  in light of the transactions  contemplated herein, true,
complete and non-misleading.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF DATABASE

     Database represents and warrants to Palm Desert as follows:

     ss.3.1.  Incorporation;  Corporate  Power.  Database is a corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware. Database has full power and authority (corporate and other) to own and
lease its  properties  and assets and to conduct its  business as and where such
properties  and  assets  are now  owned  or  leased  and  such  business  is now
conducted.  The character of the  properties  and assets now owned and leased by
Database  and the  nature of the  business  now  conducted  by it do not make it
necessary  for  Database to be licensed or qualified to do business as a foreign
corporation in any jurisdiction.

     ss.3.2. Due Authorization of Agreement; No Conflict With Other Instruments.
Database has full power and  authority  and has taken all  necessary  and proper
action  to  authorize  the  execution  and  delivery  of  this  Agreement,   the
consummation of the transactions  contemplated hereby and the performance of all
terms  and  conditions  hereof  to be  performed  by  Database.  This  Agreement
constitutes  the  valid  and  legally  binding  obligation  of  Database  and is
enforceable  against  them in  accordance  with its  terms.  The  execution  and
delivery of this Agreement,  the consummation of the  transactions  contemplated
hereby,  and the fulfillment  of, and compliance  with, the terms and provisions
hereof do not and will not (i) violate any  provision  of law or  administrative
regulation


<PAGE>



or any judicial or administrative order, award, judgment or decree applicable to
Database;  (ii)  conflict  with,  result in a breach of or  constitute a default
under any of the terms,  conditions  or  provisions  of  Database's  Articles of
Incorporation  or  By-laws;  (iii)  conflict  with,  result  in a  breach  of or
constitute  a default  under or  accelerate  or permit the  acceleration  of the
performance required by any agreement or instrument to which Database is a party
or by which it is bound;  (iv) result in the  creation of any lien,  charge,  or
encumbrance  upon  any  of  Database's   assets  under  any  such  agreement  or
instrument;  or (v)  terminate or give any party  thereto the right to terminate
any such  agreement  or  instrument,  except a breach,  default,  lien,  charge,
encumbrance, or right of acceleration or termination which has been consented to
or waived by the other party or parties to such  agreement or  instrument  or by
Palm Desert.

     ss.3.3. Compliance with Law. To the best of Database's knowledge and except
as otherwise  disclosed by Database in writing to Palm Desert, the operations of
Database have been conducted in substantial compliance with all applicable laws,
regulations and other requirements of all federal,  state and local governmental
authorities, and of all states,  municipalities and other political subdivisions
and agencies  thereof,  having  jurisdiction over Database,  including,  without
limitation,  all such laws,  regulations and  requirements  relating to consumer
protection,   equal  opportunity,   health,  occupational  safety,  pension  and
securities matters.

     ss.3.4. Capitalization.  The authorized capitalization of Database consists
of 25,000,000  shares of Common Stock,  of which  2,466,082  shares are now, and
immediately  prior to closing shall be, issued and outstanding.  All outstanding
shares of Common  Stock have been  authorized  and validly  issued and are fully
paid and nonassessable. Database is not a party to any agreement relating to the
issuance,  sale  or  transfer  of  any  shares  of  Common  Stock.  None  of the
outstanding shares of Common Stock was issued in violation of the Securities Act
or any state securities law. Database has now, and will continue to have through
the  Closing  Date,  not less than 350  registered  holders of the shares of its
Common Stock.

     ss.3.5.  Financial  Statements.  Database has delivered to Palm Desert: (a)
audited  its  consolidated  balance  sheet as at April 30,  1997  (the  "Balance
Sheet")  and as at  April  30,  1996  and  1995,  and the  related  consolidated
statements of income,  changes in stockholders' equity and cash flow for each of
the fiscal years then ended, together with the report thereon of its independent
certified public accountants,  and (b) its unaudited  consolidated balance sheet
at October  30, 1997 (the  "Interim  Balance  Sheet") and the related  unaudited
consolidated  statements of income,  changes in stockholders'  equity,  and cash
flow for the nine months then ended,  including in each case the notes  thereto.
Such financial  statements and notes fairly present the financial  condition and
the results of operations, changes in stockholders' equity, and cash


<PAGE>



flow of Database as at the respective  dates of and for the periods  referred to
in  such  financial  statements,  all  in  accordance  with  generally  accepted
accounting  principles  consistently  applied,  subject,  in the case of interim
financial  statements,  to normal recurring year-end adjustments and the absence
of notes.

     ss.3.6. Books and Records. The books of account,  minutebook,  stock record
book,  and other records of Database,  all of which have been made  available to
Palm Desert,  are complete and correct and have been  maintained  in  accordance
with sound business  practices and the  requirements of Section  13(b)(2) of the
Securities  Exchange  Act of 1934,  as  amended.  The  minute  book of  Database
contains  accurate and complete  records of all meetings  held of, and corporate
action taken by, the stockholders and the Board of Directors of Database, and no
meeting of either of them has been held for which minutes have not been prepared
and are not contained in such minute book.

     ss.3.7. Taxes. Database has duly filed all tax reports and returns required
to be filed by it and all such returns are true, correct and complete.  Database
has duly paid all taxes and other  charges  due or  claimed to be due from it by
federal,  state,  local  or  foreign  taxing  authorities  (including,   without
limitation,  those due in respect of Database's properties,  income, franchises,
licenses, sales or payrolls),  except such taxes, if any, as are being contested
in good faith and as to which it has set aside adequate  reserves.  There are no
tax liens upon any of its assets,  except  liens for current  taxes not yet due.
Database has not given or been  requested to give any waiver or extension of any
statute of limitations relating to the payment of taxes. All taxes that Database
is or was  required  by law to withhold  or collect  have been duly  withheld or
collected and, to the extent required, have been paid to the proper governmental
authorities.

     ss.3.8.  Consents.  Except as otherwise disclosed by Database in writing to
Palm Desert,  no consent of any person is necessary to the  consummation  of the
transactions contemplated hereby, including,  without limitation,  consents from
parties to loans, contracts,  licenses,  leases or other agreements and consents
from  governmental  agencies,  whether  federal,  state or  local.  Prior to the
Closing  Date,  Database  will have  obtained  all such  consents,  and executed
counterpart copies of all such consents shall be delivered to Palm Desert at the
Closing.

     ss.3.9.  Litigation.  There is no  action,  suit,  inquiry,  proceeding  or
investigation  by or before any court or  governmental  or other  regulatory  or
administrative  agency  or  commission  pending  or,  to the best  knowledge  of
Database,  threatened  against  or  involving  the  business  or  operations  of
Database,  and Database  does not know, or have any reason to know, of any valid
basis for any such action, inquiry, proceeding or investigation.

     ss.3.10. OTC Bulletin Board Service. The Common Stock meets all eligibility
requirements for quotation through the OTC Bulletin


<PAGE>



Board Service of the National Association of Securities Dealers, Inc. Trading in
the shares has not been halted.

     ss.3.11.  SEC  Filings.  Database  is  required  by  Section  15(d)  of the
Securities Exchange Act of 1934, as amended, to file annual and periodic reports
with the Securities and Exchange  Commission pursuant to Section 13 of said Act.
Database has filed all reports required of it.

     ss.3.12. Brokers and Finders.  Excepting only Database's understandings and
agreements with Arcadia  Ventures,  neither  Database nor any of its officers or
directors  has employed any broker or finder or incurred any  liability  for any
brokerage fees, commissions or finders' fees in connection with the transactions
contemplated by this Agreement.

     ss.3.13.  Full Disclosure.  All the  representations and warranties made by
Database herein or in any Schedule hereto, and all of the statements,  documents
or other information  pertaining to the transaction  contemplated herein made or
given by Database,  its agents or representatives are true and complete,  and do
not  omit  any  information  required  to make the  statements  and  information
provided,  in light of the transactions  contemplated herein, true, complete and
non-misleading.

     ss.3.14. No Material Adverse Change.  Since the date of the Interim Balance
Sheet,  there  has  not  been  any  material  adverse  change  in the  business,
operations,  properties,  prospects,  assets,  or condition of Database,  and no
event has  occurred  or  circumstance  exists that may result in such a material
adverse change.

                                   ARTICLE IV

                            COVENANTS OF PALM DESERT

     Palm Desert hereby covenants and agrees with Database:

     ss.4.1.  Access and  Investigation.  Between the date of this Agreement and
the Closing Date,  Palm Desert will (i) afford  Database full and free access to
Palm Desert's personnel,  properties,  contracts,  books and records,  and other
documents and data, and (ii) furnish Database with copies of all such contracts,
books and  records,  and  other  existing  documents  and data as  Database  may
reasonably request.

     ss.4.2. Conduct of Palm Desert's Business Pending Closing. Between the date
of this  Agreement  and the  Closing  Date,  Palm Desert  will:  (i) conduct its
business  only in the  ordinary  course;  (ii) use its best  efforts to preserve
intact  its  current  business   organization;   (iii)  maintain  its  corporate
existence, and (iv) refrain from taking or permitting to be taken any action not
contemplated by this Agreement that is inconsistent with the representations and
warranties given by Palm Desert herein.



<PAGE>



     ss.4.3.  Consents.  Subject to the  provisions of ss.  1.1(d),  Palm Desert
shall use its best efforts to obtain at the earliest  practicable date and prior
to the Closing all consents  necessary to the  consummation of the  transactions
contemplated  hereby and shall  deliver each such  consent to Database  promptly
after it is obtained.

     ss.4.4.  Covenant  to Satisfy  Conditions.  Palm  Desert  will use its best
efforts  to insure  that the  conditions  set forth in Article  VIII  hereof are
satisfied, insofar as such matters are within its control.

                                    ARTICLE V
                              COVENANTS OF DATABASE

     Database hereby covenants and agrees with Palm Desert:

     ss.5.1.  Access and  Investigation.  Between the date of this Agreement and
the Closing  Date,  Database will (i) afford Palm Desert full and free access to
Database's  personnel,  properties,  contracts,  books  and  records,  and other
documents  and  data,  and (ii)  furnish  Palm  Desert  with  copies of all such
contracts,  books and records,  and other  existing  documents  and data as Palm
Desert may reasonably request.

     ss.5.2. Conduct of Database's Business Pending Closing. Between the date of
this  Agreement and the Closing Date,  Database  will:  (i) conduct its business
only in the ordinary  course;  (ii) use its best efforts to preserve  intact its
current business organization;  (iii) maintain its corporate existence, and (iv)
refrain from taking or  permitting  to be taken any action not  contemplated  by
this  Agreement that is  inconsistent  with the  representations  and warranties
given by Database herein.

     ss.5.3.  Employees.  Database  agrees to offer  employment  to all existing
employees  of Palm  Desert.  Database  further  agrees to apply all payments for
accrued  wages,  salaries and employee  benefits  which it may receive from Palm
Desert at the  Closing to the  payment of the  obligations  represented  by such
payments.

     ss.5.4.  Consents.  Database  shall use its best  efforts  to obtain at the
earliest practicable date and prior to the Closing all consents necessary to the
consummation of the transactions contemplated hereby and shall deliver each such
consent to Palm Desert promptly after it is obtained.

     ss.5.5. Covenant to Satisfy Conditions.  Database will use its best efforts
to insure that the  conditions  set forth in Article  VII hereof are  satisfied,
insofar as such matters are within its control.




<PAGE>



                                   ARTICLE VI
                            COVENANTS OF ALLAN WOLFE

     Wolfe hereby covenants and agrees with Palm Desert and Database as follows:

     ss.6.1.  Proxy.  Wolfe  agrees  to  vote,  at  a  special  meeting  of  the
shareholders  of  Database  to be  held as soon  as  practicable  following  the
consummation of the  transactions  contemplated  hereby,  all shares of Database
common  stock  that he  beneficially  owns and has the right to vote in favor of
each of the following proposals:

          (a) The  change of the  Database's  corporate  name to the name  "Palm
     Desert Art  Publishers" or such other name as may be proposed by Database's
     board of directors (post-closing);

          (b) To approve a reverse split of the Common Stock;

          (c) To elect  any  nominees  of Palm  Desert  to  Database's  board of
     directors; and

          (d) To ratify the replacement of the Database's independent auditor if
     any

                                   ARTICLE VII

                    CONDITIONS TO OBLIGATIONS OF PALM DESERT

     Each and  every  obligation  of Palm  Desert  under  this  Agreement  to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before  the  Closing,  of each of the  following  conditions,  unless  waived in
writing by Palm Desert:

     ss.7.1. Related Agreement. Database and Allan Wolfe shall have entered into
a certain Asset  Purchase  Agreement of even date herewith,  by which  agreement
Wolfe shall have agreed to purchase the so-called software assets of Database

     ss.7.2.  Representations  and  Warranties  True.  The  representations  and
warranties of Allan Wolfe and the  representations  and warranties  contained in
Article III and each other document  delivered or to be delivered by Database to
Palm Desert pursuant hereto or in connection with the transactions  contemplated
hereby shall be true,  complete and accurate in all material  respects as of the
date when made and at and as of the Closing as though such  representations  and
warranties  were  made at and as of such  date,  except  for  changes  expressly
permitted or contemplated by the terms of this Agreement.

     ss.7.3.  Performance.  Database  shall have performed and complied with all
agreements,  obligations  and  conditions  required  by  this  Agreement  to  be
performed or complied with by it on or prior to the Closing.



<PAGE>



     ss.7.4.  Consents.  All consents from third parties and government agencies
required to  consummate  the  transactions  contemplated  hereby shall have been
obtained.  In the event that Database,  after having used its best efforts to do
so, is  unable  to  obtain  prior to the  Closing  Date all  required  consents,
Database shall,  if acceptable to Palm Desert,  continue to use its best efforts
to obtain  such  consents  and shall  indemnify  Palm Desert for the loss of any
economic benefit which Palm Desert may suffer as a result of Database's  failure
to obtain any required consent.

     ss.7.5.  No  Government   Proceeding  or  Litigation.   No  suit,   action,
investigation,  inquiry or other  proceeding by any  governmental  body or other
person or legal or  administrative  proceeding  shall  have been  instituted  or
threatened  which  questions  the  validity  or  legality  of  the  transactions
contemplated hereby.

     ss.7.6. Certificates.  Palm Desert shall have received such certificates of
public  officials  and of the  officers of Database  evidencing  the accuracy of
Database's representations and warranties, its compliance with the covenants set
forth in this Article VII and such other  matters as Palm Desert may  reasonably
request.

     ss.7.7.  Opinion of Counsel. Palm Desert shall have received the opinion of
McLane, Graf, Raulerson & Middleton,  Professional Association,  special counsel
to Database with respect to the matters  addressed in, and in substantially  the
form  of,  paragraphs  1  -  7  of  Exhibit  A  hereto,   but  subject  to  such
qualifications and limitations as are reasonably acceptable to Palm Desert.

                                  ARTICLE VIII

                      CONDITIONS TO OBLIGATIONS OF DATABASE

     Each and every  obligation of Database under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction,  on or before the
Closing,  of each of the  following  conditions,  unless  waived in  writing  by
Database:

     ss.8.1.  Related  Agreement.  Palm Desert shall have entered into a certain
Asset Purchase  Agreement of even date herewith,  by which agreement Allan Wolfe
shall have agreed to purchase the so- called software assets of Database

     ss.8.2.  Representations  and  Warranties  True.  The  representations  and
warranties  contained in Article II and each other  document  delivered or to be
delivered by Palm Desert to Database  pursuant  hereto or in connection with the
transactions  contemplated  hereby  shall be true,  complete and accurate in all
material  respects  as of the date  when  made and at and as of the  Closing  as
though such  representations  and  warranties  were made at and as of such date,
except for changes  expressly  permitted  or  contemplated  by the terms of this
Agreement.



<PAGE>



     ss.8.3. Performance. Palm Desert shall have performed and complied with all
agreements,  obligations  and  conditions  required  by  this  Agreement  to  be
performed or complied with by it on or prior to the Closing.

     ss.8.4.  Consents.  All consents from third parties and government agencies
required to  consummate  the  transactions  contemplated  hereby shall have been
obtained.  In the event that Palm Desert,  after having used its best efforts to
do so, is unable to obtain prior to the Closing Date all required consents, Palm
Desert shall,  if  acceptable  to Database,  continue to use its best efforts to
obtain such consents and shall  indemnify  Database for the loss of any economic
benefit which Database may suffer as a result of Palm Desert's failure to obtain
any required consent.

     ss.8.5.  No  Government   Proceeding  or  Litigation.   No  suit,   action,
investigation,  inquiry or other  proceeding by any  governmental  body or other
person or legal or  administrative  proceeding  shall  have been  instituted  or
threatened  which  questions  the  validity  or  legality  of  the  transactions
contemplated hereby.

     ss.8.6.  Certificates.  Database shall have received such  certificates  of
public officials and the officers of Palm Desert evidencing the accuracy of Palm
Desert's  representations and warranties,  its compliance with the covenants set
forth in this  Article VIII and such other  matters as Database  may  reasonably
request.

     ss.8.7.  Opinion of Counsel.  Database  shall have  received the opinion of
Dowe and Dowe,  special  counsel to Palm  Desert  with  respect  to the  matters
addressed  in,  and in  substantially  the  form of,  paragraphs  1 - 4 and 7 of
Exhibit A hereto,  but subject to such  qualifications  and  limitations  as are
reasonably acceptable to Database.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     ss.9.1.  Entire Agreement.  This Agreement constitutes the entire Agreement
between  the  parties  hereto  pertaining  to  the  subject  matter  hereof  and
supersedes   all   prior   and   contemporaneous   agreements,   understandings,
negotiations,  and  discussions,  whether oral or written,  of the parties,  and
there  are no  warranties,  representations,  or other  agreements  between  the
parties in connection with the subject matter hereof except as specifically  set
forth herein.  No  supplement,  modification,  waiver,  or  termination  of this
Agreement  shall be binding unless  executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall  constitute  a waiver  of any  other  provisions  hereof  (whether  or not
similar),  nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.



<PAGE>



     ss.9.2.  Survival  of  Warranties.   The  respective   representations  and
warranties of Palm Desert and Database contained herein or in any certificate or
other  document  delivered  pursuant  hereto  shall  survive the  execution  and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

     ss.9.3. Waiver of Compliance.  Any failure of Palm Desert, on the one hand,
or Database, on the other, to comply with any obligation, covenant, agreement or
condition  herein may be expressly waived in writing by Database or Palm Desert,
respectively,  but such waiver or failure to insist upon strict  compliance with
such obligation,  covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.

     ss.9.4.  Assignment.  This Agreement and all of the provisions hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights,  interests or obligations  hereunder  shall be assigned by any of
the parties hereto without the prior written consent of the other parties.

     ss.9.5.  Governing  Law. This Agreement and the legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to its conflicts of law doctrine.

     ss.9.6. Counterparts.  This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     ss.9.7.  Headings.  The  headings  of the  sections  and  articles  of this
Agreement  are inserted  for  convenience  only and shall not  constitute a part
hereof or affect in any way the meaning or interpretation of this Agreement.

     ss.9.8.  Third  Parties.  Except as  specifically  set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer  upon or give to any  person  other  than the  parties  hereto  and their
successors  or  assigns,  any  rights  or  remedies  under or by  reason of this
Agreement.




<PAGE>



     IN WITNESS WHEREOF,  the parties hereto, by their duly authorized officers,
have caused this Agreement to be duly executed and delivered on the day and year
first above written.

                                        DATABASE TECHNOLOGIES, INC.


                                        By: ss/Allan S. Wolfe
                                            ------------------------------------
                                            Name:  Alan Wolfe
                                            Title: President

                                        PALM DESERT ART PUBLISHERS, LTD.


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


                                        ALLAN S. WOLFE
                                        (With respect to obligations set
                                         forth in Article VI only)

                                            ss/Allan S. Wolfe
                                        ----------------------------------------



<PAGE>



                                                                       Exhibit A


                           PROPOSED OPINION OF COUNSEL


     1. The Company is a corporation duly incorporated,  validly existing and in
good standing under the laws of the State of  ____________________ , and has all
power  and  authority  (corporate  and  other)  necessary  to own and  lease its
properties and assets and carry on its business as presently conducted.

     2. The Company has all  necessary  power and authority to enter into and to
perform its obligations under the Agreement. All corporate action required to be
taken by the Company in order to authorize the transactions  contemplated by the
Agreement  has been duly and  validly  taken.  The  Agreement  has been duly and
validly  executed  and  delivered  by the  Company and  constitutes  a valid and
legally binding agreement  enforceable in accordance with its terms,  subject to
the General  Qualifications  set forth in the  American  Bar  Association  Legal
Opinion Accord (1991) (the "Enforceability Qualification").

     3. No authorization,  approval,  exemption or by any governmental or public
body or authority is required in connection with the  authorization,  execution,
delivery or  performance  of the terms of the  Agreement by the Company,  except
such  authorizations,  approvals,  exemptions  or consents as have been duly and
validly  obtained or which,  if not obtained,  will not have a material  adverse
effect on the  financial  condition  or  business  of the  Company or impair its
ability to perform its obligations under the Agreement.

     4.  Neither  the  execution  and  delivery of the the  consummation  of the
transactions  contemplated  therein nor compliance with the terms and provisions
thereof  will  conflict  with or  result  in a breach  of (i) any of the  terms,
conditions or provisions of the Certificate of  Incorporation  or by-laws of the
Company as presently in effect, or (ii), to the best of our knowledge after only
such limited investigation [as is described above], any law, regulation,  order,
writ,  injunction  or  decree of any court or  governmental  instrumentality  or
agency or of any  agreement or  instrument to which the Company is a party or by
which it is bound or to which it is subject, or constitute a default thereunder,
or result in the creation or imposition of any lien,  charge or encumbrance upon
any of the property or assets of the Company.

     5. The shares of Common Stock issuable pursuant to the Agreement,  when and
as issued,  sold against  payment  therefor and delivered in accordance with the
terms of the Agreement, will be duly authorized,  validly issued, fully paid and
non-assessable.

     6. In reliance upon the representations of [the Purchaser]


<PAGE>


contained in the Agreement  [and in its investor  questionnaire],  and except as
otherwise  disclosed  in  Exhibit  _____________,  the  offer  and  sale to [the
Purchaser]  of the shares of Common Stock in  accordance  with the Agreement are
(i) exempt from the registration requirements of Section 5 of the Securities Act
of 1933, as amended,  (the "1933 Act")  pursuant to the  exemption  contained in
Section  _______  of the  1933 Act and  [Regulation  D  promulgated  thereunder,
assuming the timely filing of Form D with the Securities and Exchange Commission
and (ii) exempt from the  registration  requirements  of Section  _______ of the
[State] Securities Act.

     7. To the best of our knowledge after only such limited investigation as is
described  [above] and except as  disclosed  Exhibit  _______ to the  Agreement,
there is no action at law, suit in equity or other  proceeding or  investigation
in any  court or by or before  any other  governmental  or public  authority  or
agency or any  arbitrator  against or  affecting,  or  threatened  against,  the
Company,  which,  if  determined  adversely,   either  individually  or  in  the
aggregate,  would have a material  adverse effect on the financial  condition or
business  of the  Company  or  impair  the  Company's  ability  to  perform  its
obligations under the Agreement.