EXHIBIT


                              PALM DESERT ART, INC.
                      (formerly Database Technologies Inc.)

                            OFFSHORE SUBSCRIPTION AND
                       INVESTMENT REPRESENTATION AGREEMENT


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933
ACT") OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAWS.
THEY  ARE  BEING  OFFERED  PURSUANT  TO AN  EXEMPTION  FROM  REGISTRATION  UNDER
REGULATION S PROMULGATED  UNDER THE SECURITIES ACT OF 1933 ("REGULATION S"). THE
SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN THE  REGULATIONS)  UNLESS
THE  SECURITIES ARE REGISTERED  UNDER THE ACT AND  APPLICABLE  STATE  SECURITIES
LAWS,  OR SUCH  OFFERS,  SALES AND  TRANSFERS  ARE MADE  PURSUANT  TO  AVAILABLE
EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.

THIS  SUBSCRIPTION  AGREEMENT  DOES  NOT  CONSTITUTE  AN  OFFER  TO  SELL  NOR A
SOLICITATION  OF AN OFFER TO BUY ANY OF THE  SECURITIES  OFFERED HEREBY BY OR TO
ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH  OFFER OR  SOLICITATION  WOULD BE
UNLAWFUL.  INVESTMENTS  IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK. IN
MAKING AN INVESTMENT  DECISION,  INVESTORS RELY ON THEIR OWN  EXAMINATION OF THE
COMPANY  AND TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND RISKS  INVOLVED.
THESE  SECURITIES HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE  SECURITIES
COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT  CONFIRMED OR  DETERMINED  THE ACCURACY OR ADEQUACY OF THIS DOCUMENT AND ANY
REPRESENTATION  TO THE  CONTRARY  IS A  CRIMINAL  OFFENSE.  THE  SECURITIES  ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
1933 ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

THIS   OFFSHORE   SUBSCRIPTION   AND   INVESTMENT    REPRESENTATION    AGREEMENT
("Subscription   Agreement")  is  executed  in  reliance  upon  the  transaction
exemption afforded by Regulation S as promulgated by the Securities and Exchange
Commission ("SEC"), under the 1933 Acsst, and;

This  Subscription  Agreement has been executed by the undersigned in connection
with Palm Desert Art, Inc. (formerly Database Technologies Inc.) ("the Company")
offer for sale two  million  four  hundred  fifty  thousand  (2,450,000)  shares
("Shares")  of its $.001 par value common stock  ("Common  Stock") at a purchase
price of U.S. $.10 per share, or two hundred  forty-five  thousand dollars (U.S.
$245,000) (the "Purchase Price").  The Company's  principal  executive office is
located at 39-725 Grand Lane, Suite J, Palm Desert,  California  92211, and is a
corporation  organized  under  the  laws of the  State  of  Delaware,  USA.  The
Company's common stock is


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publicly  traded on the OTC Bulletin Board under the ticker symbol  (DTBS).  The
terms  governing  the  sale  of the  Shares  are set  forth  in  detail  in this
Subscription  Agreement.  The offer for sale of the  Shares and the sale of such
Shares pursuant to this Subscription  Agreement, if accepted by the Company, are
being made in reliance upon the provisions of Regulation S under the 1933 Act.

The undersigned subscriber,  Sencorp Ltd. is private company located at National
Westminster  Bank Building,  Gibraltar,  and has no residence or domicile in the
United States  (hereinafter  referred to as "Subscriber")  and hereby represents
and warrants to, and agrees with the Company, as follows:

     WHEREAS,  the  Subscriber is willing to purchase and the Company is willing
to issue two million four  hundred  fifty  thousand  shares  (2,450,000)  of the
Company's  Common  Stock  pursuant  to  an  exemption  from  registration  under
Regulation S of the 1933 Act; and

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


                               W I T N E S S E T H

1.   Agreement to Subscribe; Consideration.

     Upon the execution of this  Agreement and payment of the Purchase  Price by
the Subscriber to the Escrow Agent (as defined  below),  the Company shall cause
to be issued to the  Subscriber  duly  authorized  and  executed  certificate(s)
evidencing  ownership of the Shares and which will bear a restrictive  legend to
restrict the transfer of the Shares pursuant to Regulation S.

2.   Representations and Warranties of the Subscriber.  Subscriber acknowledges,
represents, warrants and agrees as follows:

     (a) Offshore  Transaction.  The  Subscriber  represents and warrants to the
Company that the Subscriber is not a U.S. Person as that term is defined in Rule
902(o) of  Regulation S (and as set forth in Footnote 1 below).  Subscriber  has
all requisite power and authority to own the Shares.  The decision to invest and
the execution and delivery of this Subscription Agreement by the Subscriber, the
performance by the Subscriber of its obligations  hereunder and the consummation
by the  Subscriber  of the  transactions  contemplated  hereby  have  been  duly
authorized and requires no other proceedings on the part of the Subscriber. This
Subscription  Agreement has been duly  executed and delivered by the  Subscriber
and,  assuming the execution and delivery  hereof and acceptance  thereof by the
Company, will constitute the legal, valid

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<PAGE>


and binding obligations of the Subscriber, enforceable against the Subscriber in
accordance with its terms.

     (b) Independent Investigation. The Subscriber, in offering to subscribe for
the Shares hereunder,  has relied upon an independent  investigation  made by it
and has, prior to the date hereof,  been given access to and the  opportunity to
examine all books and records of the Company.  In making the investment decision
to purchase  the Shares,  the  Subscriber  is not relying on any oral or written
representations  or  assurances  from the  Company  or any  other  person or any
representation  of the Company or any person  other than as is set forth in this
Agreement,  public  filings of the  Company or in a document  executed by a duly
authorized representative of the Company making reference to this Agreement. The
Subscriber  has not been  furnished  with any offering  materials or  literature
relating to the offer and sale of the securities.


     (c)  Evaluation of Risks.  Subscriber  has such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of, and bearing the  economic  risks  entailed  by, an  investment  in the
Company and of protecting its interests in connection with this transaction.  It
recognizes  that its  investment in the Company  involves a high degree of risk.
The Subscriber, has relied upon an independent investigation made by it and has,
prior to the date hereof,  been given access to and the  opportunity  to examine
all books and records of the Company.

     (d) Due  Diligence.  Subscriber  and/or  the  Subscriber's  advisor(s)  has
reviewed a copy of the Company's most recently filed Annual Report on Form 10-K,
and all Quarterly  Reports and other reports  filed  thereafter or  therebefore,
pursuant to the Securities Exchange Act of 1934, as amended (the "SEC Filings"),
has carefully  reviewed such  documents,  has had the  opportunity to obtain any
additional  information  necessary  to verify the  accuracy  of the  information
contained  in such  documents  and has been given the  opportunity  to meet with
representatives of the Company and to have them answer any questions and provide
any additional information regarding the terms and conditions of this particular
investment  deemed relevant by the Subscriber,  and all such questions have been
answered  and  requested   information   provided  to  the   Subscriber's   full
satisfaction.  In making its decision to purchase the Shares, the Subscriber has
relied  solely  upon its  review  of the  documents  referred  to above and this
Subscription  Agreement  and  independent  investigations  made  by  it  or  its
representatives. No other offering documents have been delivered to Subscriber.

     (e) Independent Counsel.  Subscriber  acknowledges that it has been advised
to consult with its own attorney  regarding legal matters concerning the Company
and to consult with its tax advisor  regarding the tax consequences of acquiring
the Shares.

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<PAGE>


     (f) No Registration.  Subscriber  understands that the Shares have not been
registered under the 1933 Act or any other securities laws but are being offered
and sold to it in  reliance  upon  specific  exemptions  from  the  registration
requirements  of  Federal  and State  securities  laws and that the  Company  is
relying  upon  the  truth  and  accuracy  of  the  representations,  warranties,
agreements, acknowledgments and understandings of Subscriber set forth herein in
order to determine the  applicability  of such exemptions and the suitability of
Subscriber to acquire the Shares.

     (g)  Offering  Outside the United  States.  The  Subscriber  is not a "U.S.
Person"  as  defined in  Regulation  S (as the same may be amended  from time to
time) promulgated under the Act.1 At the time the buy order for this transaction
was originated and as of the date of this Agreement,  the Subscriber was outside
the United States and no offer to purchase the Securities was made in the United
States.  Subscriber agrees, that it will not reoffer or sell the Securities,  or
cause any  transferee  permitted  hereunder  to reoffer or sell the  Securities,
within the United States, or for the account or benefit of a U.S. Person: (i) as
part of the distribution of the Securities at any time, or (ii) otherwise, until
at least forty (40) days after the Shares are issued,  and, in either case, only
in a transaction  meeting the  requirements  of Regulation S, including  without
limitation, where the offer (i) is not made to a person in the United States and
either (A) at the time the buy order is  originated,  the Buyer is  outside  the
United  States or the  Company  and any person  acting on its behalf  reasonably
believe that the buyer is outside the United States,  or (B) the  transaction is
executed in, on or through the facilities

----------
     1 Pursuant to Regulation S, a "U.S.  Person" means:  (i) any natural person
resident in the United States, (ii) any partnership or corporation  organized or
incorporated under the laws of the United States,  (iii) any estate of which any
executor or administrator is a U.S. Person,  (iv) any trust of which any trustee
is a U.S.  Person,  (v) any agency or branch of a foreign  entity located in the
United States, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized,  incorporated
or (if any individual  resident in the United States),  (vii) any  discretionary
account or similar  account  (other than an estate or trust) held by a dealer or
other fiduciary  organized,  incorporated  or (if an individual  resident in the
United States),  or (viii) any partnership or corporation if organized under the
laws of any foreign  jurisdiction and formed by any U.S. Person  principally for
the purpose of investing in securities not registered  under the Act,  unless it
is organized or  incorporated  and owned by accredited  investors (as defined in
Rule 501(a) under the Act) who are not natural persons, estates or trusts.

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<PAGE>


of a designated offshore securities market and neither the seller nor any person
acting on its behalf  knows that the  transaction  has been  prearranged  with a
buyer in the United States;  and (ii) no directed  selling efforts shall be made
in the United  States by the buyer,  an affiliate or any person  acting on their
behalf, or in a transaction registered under the Act or pursuant to an exemption
from such registration.

     (h)  Investment  Intent.  Subscriber  is  acquiring  the Shares for its own
account and not with a view to the distribution thereof to or for the benefit or
account of any U.S.  Person,  in whole or in part.  Subscriber  understands  and
agrees that it may bear the economic risk of its investment in the Shares for an
indefinite  period of time.  Subscriber  does not now have any short position or
hedge position in the Company's  Common Stock nor will the  Subscriber  make any
promissory notes and/or pledges to that effect on the Company's Common Stock.

     (i) Transfer Restrictions.

          (1) The transaction restriction in connection with this offshore offer
     and sale restricts Subscriber from offering and selling to U.S. Persons, or
     for the  account  or  benefit  of a U.S.  Person,  for a period  of time as
     follows and defined  herein as the  "Restricted  Period," which shall be at
     least  after  forty  (40)  days  after  the  Company's  acceptance  of this
     Subscription Agreement. Rule 903(c)(2) governs a forty (40) day transaction
     restriction.

          (2) Stop  transfer  instructions  have  been or will be  placed on any
     certificates or other documents evidencing the Shares so as to restrict the
     resale, pledge,  hypothecation or other transfer thereof in accordance with
     the provisions hereof and the provisions of Regulation S and the Restricted
     Period. All certificates shall bear the following legend, or one of similar
     effect,  and assuming  there are no changes in the material facts set forth
     in Section 2 of this Subscription Agreement or applicable law from the date
     hereof  until the date the Shares are sold,  and  subject to the  Company's
     Transfer  Agent's  receipt of a legal  opinion  from legal  counsel that is
     reasonably  acceptable to the Company,  all  certificates  representing the
     Shares after the Restricted Period shall not bear a legend.

          "The Common Shares of Palm Desert Art, Inc. (the "Issuer") represented
          by this  certificate  have  been  issued  pursuant  to  Regulation  S,
          promulgated  under the Securities Act of 1933, as amended (the "Act"),
          and have not been  registered  under the Act or any  applicable  state
          securities  laws.  These  Shares may not be offered or sold within the
          United  States or to or for the  account of a "U.S.  Person"  (as that
          term is defined in Regulation S) during the period commencing

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          on the sale of these  securities  and ending on the fortieth  (40) day
          following  completion  of the  Regulation  S  offering  of the  Issuer
          pursuant  to  which  these  Shares  have  been  issued,  which  day is
          __________ 1998 (the "Restricted Period")."

     (j) Transfer Restrictions Regarding Shares. If the Subscriber of the Shares
makes the  certification  pursuant  to the Notice of Sale  attached  hereto,  as
Exhibit A, that such  Subscriber  has complied with all of the  requirements  of
Regulation S and such other requirements as set forth herein, and assuming there
are no changes in the material facts set forth in Section 2 of this Subscription
Agreement or applicable  law from the date hereof,  the Company shall  authorize
its  Transfer  Agent to  deliver to  Subscriber  stock  certificates  evidencing
ownership  of  the  Shares  without  a  restrictive   legend  or  stop  transfer
instructions to the Subscriber upon the Transfer Agent's receipt of the original
certificate(s)  bearing  restrictive  legends.  Otherwise,  the Shares  shall be
considered restricted securities and certificates representing such Shares shall
contain restrictive  legends and stop transfer  restrictions will be placed with
the Company's Transfer Agent regarding such Shares.

     The  Subscriber  understands  that the  Company is the issuer of the Shares
which are the subject of this  Subscription  Agreement and that, for purposes of
Regulation S, a  "distributor"  is any  underwriter,  dealer or other person who
participates,  pursuant to a contractual  arrangement,  in the  distribution  of
securities  offered or sold in reliance on Regulation S and that an  "affiliate"
is  any  partner,  officer,  director  or  any  person  directly  or  indirectly
controlling,  controlled by or under common control with the person in question.
In this regard,  the Subscriber shall not, during the 40-day  restricted  period
set forth under Rule 903(c)(2), act as a distributor, either directly or through
any affiliate, and shall not sell, transfer, hypothecate or otherwise convey the
Shares or interest  therein,  other than outside the United States to a non-U.S.
person.

     (k) Registration. If, following the Restricted Period, the Company fails to
issue  certificates for the Shares bearing no restrictive legend for any reason,
other than a breach of contract by the Subscriber concerning the representations
and  warranties  made by the  Subscriber in this  Subscription  Agreement or the
Notice of Sale were untrue when made, then the Company shall be required, at the
request  of  the  Subscriber  and  at  the  Company's  expense,  to  effect  the
registration  of the Shares under the 1933 Act,  and  relevant  Blue Sky laws as
promptly as is  practicable.  The Company and the Subscriber  shall cooperate in
good faith in connection  with the furnishing of  information  required for such
registration  and  the  taking  of  such  other  actions  as may be  legally  or
commercially  necessary in order to effect such registration.  The Company shall
commence to prepare and file a registration statement within 30

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days of the Subscriber's  written demand therefor and shall use its best efforts
to cause such registration  statement to become effective as soon as practicable
thereafter.  Such best efforts shall  include,  but not be limited to,  promptly
responding  to all  comments  received  from  the  staff of the  Securities  and
Exchange  Commission  with respect to such  registration  statement and promptly
preparing  and  filing  amendments  to such  registration  statement  which  are
responsive  to the  comments  received  from  the  staff of the  Securities  and
Exchange  Commission.  Once declared  effective by the  Securities  and Exchange
Commission,  the  Company  shall  cause such  registration  statement  to remain
effective  until the  earlier of: (i) the sale by the  Subscriber  of all Shares
registered,  or (ii) 120 days  after  the  effective  date of such  registration
statement.

     (l) No  Advertisements.  The Subscriber is not  subscribing for Shares as a
result  of,  or  subsequent  to,  any  advertisement,  article,  notice or other
communication  published  in  any  newspaper,  magazine,  or  similar  media  or
broadcast  over  television  or radio,  or  presented at any seminar or meeting.
Neither the  Subscriber  nor any  affiliate nor any person acting on its behalf,
has made any "directed selling efforts" (as defined in Rule 902 of Regulation S)
in the United States. Such activity includes, without limitation, the mailing of
printed  material to  investors  residing in the United  States,  the holding of
promotional  seminars in the United States, the placement of advertisements with
radio  or  television   stations   broadcasting  in  the  United  States  or  in
publications  with a general  circulation in the United States which discuss the
offering of Shares.

     (m) Not an Affiliate.  Subscriber is not an officer,  director or affiliate
(as that term is defined in Rule 405 of the 1933 Act) of the Company.

     (n) No Inquiry. Subscriber has not been the subject of a regulatory inquiry
by the Commission.

3. Representations and Warranties of the Company. For so long as any Shares held
by the Subscriber remains  outstanding,  the Company  acknowledges,  represents,
warrants and agrees as follows:

     (a)  Organization  and  Authorization.  The Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite  corporate power and authority to own and operate
its properties  and assets and to carry on its business as currently  conducted.
The Company is not in default or violation of any material  term or provision of
its  Certificate  of  Incorporation,   as  amended,   or  Bylaws  nor  will  the
consummation of the  transactions  contemplated by this  Subscription  Agreement
cause any such default or  violation.  The Company has all  requisite  corporate
power and  authority  to enter  into this  Subscription  Agreement,  to sell the
Shares hereunder and to carry out and perform its obligations under the

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terms of this  Subscription  Agreement.  This  Agreement  is a valid and binding
obligation of the Company,  enforceable in accordance with its terms,  except as
the same may be limited by applicable  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws effecting the rights of creditors generally and
available equitable remedies.

     (b) Securities Law  Authorization.  The Company is a "Reporting  Issuer" as
defined in Rule 902 of Regulation S. The Company is in full  compliance,  to the
extent  applicable,  with all reporting  obligations under either Section 12(b),
12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  and shall  maintain  such  status on a timely  basis.  The  Company  has
registered  its Common Stock  pursuant to Section 12 of the Exchange Act and its
Common Stock trades on the OTC Bulletin Board under the ticker symbol (DTBS).

     (c) Issuer  Compliance.  For so long as any Shares  held by the  Subscriber
remain outstanding, the Company acknowledges, represents, warrants and agrees as
follows:

          (1) It will reserve from its authorized but unissued  shares of Common
     Stock a sufficient  number of shares of Common Stock to permit the sale and
     ownership of the Shares.

          (2) It will use its best efforts to maintain the listing of its Common
     Stock on the OTC Bulletin Board.

          (3) It will permit the  Subscriber  to exercise  its rights under this
     Subscription  Agreement by telecopying an executed and completed  Notice of
     Sale to the  Company and  delivering  the  original  Notice of Sale and the
     certificate(s)  representing the Shares bearing a restrictive legend to the
     Company by express courier. Each business date on which a Notice of Sale is
     telecopied to and received by the Company in accordance with the provisions
     hereof shall be deemed the Notice of Sale.

     (d) Full  Disclosure.  There is no fact known to the  Company  (other  than
general  economic  conditions  known to the public  generally) that has not been
disclosed in writing to the Subscriber that: (i) could reasonably be expected to
have a material  adverse effect on the condition  (financial or otherwise) or on
the earnings, business affairs, business prospects,  properties or assets of the
Company, or (ii) could reasonably be expected to materially and adversely affect
the  ability  of the  Company  to  perform  its  obligations  pursuant  to  this
Subscription Agreement.

4.   Representations and Warranties of the Company and Subscriber.

     Each of  Subscriber  and the Company  represent to the other the  following
with respect to itself:

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     (a)  Subscription  Agreement.  This  Subscription  Agreement  has been duly
authorized,  validly  executed  and  delivered  on  behalf  of the  Company  and
Subscriber  and is a valid and binding  agreement in accordance  with its terms,
subject  to  general  principles  of  equity  and to  bankruptcy  or other  laws
affecting the enforcement of creditors' rights generally.

     (b)  Non-Contravention.  The  execution  and delivery of this  Subscription
Agreement and the consummation of the issuance of the Shares and the transaction
contemplated by the Subscription  Agreement do not and will not conflict with or
result  in a  breach  by the  Company  or  Subscriber  of any  of the  terms  or
provisions of, or constitute a default under,  the articles of  incorporation or
by-laws of the Company or Subscriber, or any indenture,  mortgage, deed of trust
of other material  agreement or instrument to which the Company or Subscriber is
a party or by which it or any of its  properties  or assets  are  bound,  or any
existing  applicable law, rule or regulation or any applicable decree,  judgment
or order of any court, Federal or State regulatory body,  administrative  agency
or other governmental body having jurisdiction over the Company or Subscriber or
any of its properties or assets.

     (c)  Approvals.  Neither  the  Company  nor  Subscriber  is  aware  of  any
authorization,  approval  or consent of any  governmental  body which is legally
required for the issuance and sale of the Shares.

     (d)  Indemnification.  Each of the  Company  and the  Subscriber  agrees to
indemnify the other and to hold the other  harmless from and against any and all
losses,   damages,   liabilities,   costs  and  expenses  (including  reasonable
attorneys'  fees)  which the other may sustain or incur in  connection  with the
breach by the  indemnifying  party of any  representation,  warranty or covenant
made by it in this Subscription Agreement.

6. Exemption; Reliance on Representations. Subscriber understands that the offer
and sale of the Shares are not being  registered under the 1933 Act. The Company
is relying on the rules  governing  offers  and sales  made  outside  the United
States  pursuant to  Regulation S. Each of the Company and  Subscriber  agree to
comply  in  all  material  respects  with  the  provisions  of  Regulation  S in
connection with the  transactions  contemplated  hereby,  and to ensure that all
applicable  Offering  Restrictions  (as defined in Regulation S) are  thoroughly
complied  with and satisfied  and to refrain from  engaging,  and to ensure that
none of its affiliates will engage, in any Directed Selling Efforts.

7. Closing Date.  The closing date shall be the date on which the this Agreement
shall become full executed by all parties hereto (the "Closing Date").

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8. Conditions to the Company's Obligation to Execute this Agreement.  Subscriber
understands  that  the  Company's  obligation  to  execute  this  Agreement  are
conditioned upon:

     (a)  The  receipt  and  acceptance  by the  Company  of  this  Subscription
Agreement  for the  Shares  as  evidenced  by  execution  of  this  Subscription
Agreement by the President or any Vice President of the Company; and

     (b) All  representations and warranties of the Subscriber shall remain true
and correct as of the Closing Date; and

     (c) Payment of the Purchase Price by Subscriber to Dowe & Dowe (the "Escrow
Agent").  All checks should be made payable to "Dowe & Dowe, as Escrow Agent for
Palm Desert Art,  Inc." All funds  deposited by wire transfer  should be sent as
follows:

               Account:       Dowe & Dowe Client Trust Funds
               Bank:          Chase Manhattan Bank
                              1 Chase Manhattan Plaza
                              New York, New York  10081
               ABA:           021 0000 21
               Acct No:       910-191-4647
               Ref:           Palm Desert

9.   Conditions to Subscriber's Obligation to Execute this Agreement.

     The  Company  understands  that  Subscriber's  obligation  to execute  this
Agreement are conditioned upon:

     (a) Acceptance by Subscriber of a satisfactory  Subscription  Agreement for
the Shares; and

     (b)  Delivery  of the  certificate(s)  evidencing  ownership  of the Shares
pursuant to Regulations; and

     (c) All representations and warranties of the Company shall remain true and
correct as of the Closing Date.

10.  Miscellaneous.

     (a)  This  Subscription   Agreement  will  be  construed  and  enforced  in
accordance  with and governed by the laws of the State of  Delaware,  except for
matters arising under the Act,  without  reference to principles of conflicts of
law.  Each of the parties  consents to the  jurisdiction  of the federal  courts
whose districts  encompass any part of the State of Delaware or the state courts
of the State of  Delaware in  connection  with any  dispute  arising  under this
Subscription  Agreement and hereby waives,  to the maximum  extent  permitted by
law, any objection,  including any objection based on forum non  conveniens,  to
the bringing of any such  proceeding  in such  jurisdictions.  Each party hereby
agrees that

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if another party to this Subscription Agreement obtains a judgment against it in
such a  proceeding,  the party which  obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the party
against  whom such  judgment  was  obtained,  and each party  hereby  waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment.  Each party to this Subscription Agreement irrevocably consents to the
service of process in any such  proceeding  by the mailing of copies  thereof by
registered or certified mail, postage prepaid,  to such party at its address set
forth  herein.  Nothing  herein  shall  affect  the  right of any party to serve
process in any other manner permitted by law.

     (b) If for any reason the  transactions  contemplated by this  Subscription
Agreement  are  not   consummated,   each  of  the  parties  hereto  shall  keep
confidential any information  obtained from any other party (except  information
publicly  available  or in such party's  domain  prior to the date  hereof,  and
except  as  required  by court  order)  and shall  promptly  return to the other
parties all  schedules,  documents,  instruments,  work papers or other  written
information,  without retaining copies thereof,  previously furnished by it as a
result of this Subscription Agreement or in connection herewith.

     (c) In  lieu  of the  original,  a  facsimile  transmission  or copy of the
original  shall  be  as  effective  and   enforceable  as  the  original.   This
Subscription Agreement may be executed in counterparts which shall be considered
an original document and which together shall be considered a complete document.

     (d) This Subscription  Agreement and Exhibits annexed hereto constitute the
entire  Subscription  Agreement  between the  Subscriber  and the  Company  with
respect to the subject matter hereof. The Subscription  Agreement may be amended
only by a writing executed by both of them.

     (e) The Subscriber  represents to the Company that the  representations and
warranties of the Subscriber  contained herein are complete and accurate and may
be relied upon by the Company in determining  the  availability  of an exemption
from  registration  under federal and state securities laws in connection with a
private offering of securities.

     (f) In the event that any provision of this Subscription  Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void,  this  Subscription  Agreement  shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Subscription Agreement to any
party.

                                       11


<PAGE>


     (g) Each of the Company and the Subscriber  agrees to keep confidential and
not to  disclose  to or use for the benefit of any third party the terms of this
Subscription   Agreement  or  any  other   information  which  at  any  time  is
communicated by the other party as being confidential  without the prior written
approval of the other party;  provided,  however,  that this provision shall not
apply to information  which,  at the time of disclosure,  is already part of the
public domain (except by breach of this Subscription  Agreement) and information
which is required to be disclosed by law.

     (h) Each of the parties shall pay its own fees and expenses  (including the
fees of any attorneys, accountants,  appraisers or others engaged by such party)
in connection with this Subscription Agreement and the transactions contemplated
hereby.

     IN WITNESS WHEREOF,  this  Subscription  Agreement was duly executed on the
24th day of April, 1998.

                                        SENCORP LTD.


                                        By:  ss/  Lesley Anne Muttall
                                             --------------------------------

                                        Cheam Directors Limited
                                        -------------------------------------
                                        Title: Directors to Sencorp Ltd.

                                        Lesley Anne Muttall
                                        -------------------------------------
                                        (Print Name above)


Agreed to and Accepted on
this 24th day of April, 1998.

PALM DESERT ART, INC.



By:  ss/  Hugh G. Pike
     -------------------------
     Hugh G. Pike, President


     President
     -------------------------
     Title


     Hugh G. Pike
     -------------------------
    (Print Name above)

                                       12


<PAGE>


EXHIBIT A

                                 NOTICE OF SALE

                                __________, 199__

Palm Desert Art, Inc.
39-725 Grand Lane, Suite J,
Palm Desert, California 92211

Dear Sir or Madam:

The  undersigned,  Sencorp Ltd. (the "Holder"),  does hereby give notice that it
wishes to sell _______ shares of Common Stock of PALM DESERT ART, INC. (formerly
Database Technologies, Inc.) (the "Company") purchased from the Company pursuant
to  Regulation S on April __, 1998 and the attached  Subscription  Agreement and
tenders herewith certificate(s)  evidencing ownership of such Shares and bearing
a restrictive legend together with payment for all applicable transfer taxes, if
any.  Please issue a certificate  or  certificates  representing  said Shares of
Common  Stock in the name of the  undersigned  or in such other  name  specified
below, without restrictive legends.

          Name:     ______________________________________

          Address:  ______________________________________

                    ______________________________________


     The Holder represents and warrants that:

     (i) the Holder is not a U.S.  Person (as defined  under  Regulation S under
the Securities Act of 1933, as amended);

     (ii) the Shares to be sol are not being sold on behalf of a U.S. Person;

     (iii) all of the  representations and warranties of the Holder contained in
the attached Subscription  Agreement are true and correct in all respects on and
as of the date hereof as though made on and as of the date hereof;

     (iv) all of the  requirements of Regulation S applicable to the Holder have
been complied with by the Holder.

                                        SENCORP LTD.


                                        By:  ______________________________


                                             ______________________________
                                             Title


                                             ______________________________
                                             (Print Name above)


<PAGE>


FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:


NAME:             Sencorp Ltd.

ADDRESS:          National Westminster Bank Building, 57/63 Line Wall Road
                  Gibraltar, P.O. Box 199

TEL NO:           011-350-79000

FAX NO:           011-350-40249

CONTACT
NAME:



DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):


NAME:

ADDRESS:

TEL NO:

FAX NO:

CONTACT
NAME:

SPECIAL
INSTRUCTIONS:

                                        2