ASSET PURCHASE AGREEMENT

     THIS AGREEMENT is made this 5th day of February 1998, by and among DATABASE
TECHNOLOGIES,  INC.,  a  Delaware  corporation  ("Database"),  PALM  DESERT  ART
PUBLISHERS,  LTD., a California  corporation  ("Palm Desert") and ALLAN WOLFE of
Bedford, New Hampshire ("Wolfe") and,

     WHEREAS,  Database  is  presently  controlled  by Wolfe and  engaged in the
business  of  developing  and  marketing  computer  software  and Palm Desert is
engaged in the business of selling art work;

     WHEREAS,  to avail  itself of the  existing  public  market for  Database's
securities,  Palm  Desert has agreed to sell all of its  assets to  Database  in
exchange for a controlling interest in the securities of Database

     WHEREAS,  Database  is  indebted  to Wolfe  in the  approximate  amount  of
$184,000  in  respect  of those  debts,  claims and  liabilities  identified  on
Schedule A hereto (the "Indebtedness");

     WHEREAS,  Database  desires to discharge its  indebtedness  to Wolfe by (i)
issuing to Wolfe its  promissory  note in the amount of $90,000 (the "Note") and
(ii)  transferring to Wolfe, or his nominee,  all tangible and intangible assets
associated with Database's software business, including, without limitation, all
those assets  listed on Schedule B hereto (the  "Software  Assets"),  subject to
certain of Database's liabilities;

     WHEREAS, to induce Wolfe to accept Database's  promissory note, Palm Desert
has agreed to execute and deliver to Wolfe its guaranty (the  "Guaranty") of the
Note and to pledge to Wolfe all shares of the capital  stock of Database that it
shall acquire (the "Shares") as security for the Guaranty;

     NOW,  THEREFORE,  the parties hereto,  in consideration of the premises set
forth herein and each  intending  to be legally  bound  hereby,  do covenant and
agree as follows:

     1. Agreement to Transfer.  On the Closing Date (as defined below)  Database
shall:

          (i) sell, convey, transfer, assign, and deliver the Software Assets to
     Wolfe,  subject  to  no  mortgages,  pledges,  liens,  encumbrances,  title
     retention or other security  agreements or  arrangements  or charges of any
     kind whatsoever; and

          (ii) deliver the Note to Wolfe.

     2. Agreement to Acquire. On the Closing Date, Wolfe shall accept the Assets
and the Note and execute and deliver to Database such instrument  evidencing the
discharge of the Indebtedness as Database shall reasonably request.


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     3.  Assumption  of  Liabilities.  On the Closing  Date,  by an  appropriate
written instrument or instruments satisfactory in form and substance to Database
and Palm  Desert,  Wolfe shall  assume and agree to pay,  perform and  discharge
those certain debts,  obligations  and  liabilities of Database set forth on the
Schedule  of Assumed  Liabilities  attached  hereto as  Exhibit C (the  "Assumed
Liabilities"). The Assumed Liabilities shall include all liabilities of Database
existing  on the Closing  Date other than the  obligations  of Database  arising
under this Agreement and that certain Asset Purchase and Subscription  Agreement
of even date  herewith and the  transactions  contemplated  by such  agreements.
Wolfe shall not assume, pay or discharge any liability or obligation that is not
an Assumed  Liability.  Database's  obligations  to its transfer  agent shall be
apportioned as of the Closing Date

     4. The Closing.  The consummation of the transactions  contemplated  hereby
shall  constitute the Closing.  The Closing shall take place on February 8, 1998
at the  offices of Database  immediately  following  the  closing of  Database's
purchase of Palm Desert's  assets and the issuance to Palm Dessert of the Shares
or at such other time or place as shall be mutually agreed upon by the parties.

     5.  Documents to be Delivered at the Closing.  At the Closing the following
documents or instruments shall be delivered,  together with such other documents
as shall be  necessary  to  consummate  the  transactions  contemplated  by this
Agreement.

     (a) Database shall deliver, or cause to be delivered, to Wolfe:

          (i) 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 Wolfe good
     and marketable  title to all properties and assets included in the Software
     Assets;

          (ii) actual possession and operating control of the Software Assets;

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

          (iv) the Note;



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          (v) the Guaranty and Stock  Pledge  Agreement of Palm Desert,  each of
     which shall be acceptable in form and substance to Wolfe and his counsel;

          (vi) such other deeds, endorsements, assignments and other instruments
     as are, in the opinion of Wolfe's  counsel,  reasonably  necessary  to give
     effect to this Agreement.

     (b) Wolfe shall  deliver to Database  all such  instruments  as are, in the
opinion of Palm Desert's counsel reasonably  necessary to evidence the discharge
of the  Indebtedness,  and  otherwise  give effect to the purposes and intent of
this Agreement.

     6.  Conditions  Precedent to Buyer's  Obligations.  The  obligations of the
parties under this Agreement are contingent upon the consummation of the sale of
Palm Desert's assets to Database.

     7. Further Assurances.  From time to time at the request of Wolfe,  whether
at or after the Closing  and without  further  consideration,  Database,  at its
expense,  shall execute and deliver to Wolfe such other and further  instruments
of sale, conveyance,  transfer,  assignment and confirmation and take such other
action  as Wolfe may  reasonably  request  in order  more  effectively  to sell,
convey, transfer, vest and confirm in Wolfe any of the Software Assets.

     After the Closing Wolfe and his administrator,  executor, or other personal
representative  shall have reasonable  access to Database's books and records to
assist him or them in preparing  or filing of any tax return,  and for any other
business purpose.

     8. Affirmative Covenants. Palm Desert and Database,  jointly and severally,
covenant that, until payment in full of the Note and unless otherwise  consented
to in writing by Wolfe, they will:

          (a) Corporate Existence,  etc. Maintain Database's corporate existence
     and  its  qualification  to do  business  and  its  good  standing  in each
     jurisdiction  in which  such  qualification  is  necessary  for the  proper
     conduct  of its  business,  and  maintain  in full  force  and  effect  all
     licenses,  permits and other authorizations necessary for the ownership and
     operation by Database of the  properties  and business  acquired  from Palm
     Desert.

          (b) Insurance.  Keep all insurable  property owned by Database insured
     at all times against fire and extended  coverage risks and other hazards of
     the kinds customarily insured against,  and in amounts customarily carried,
     by corporations  engaged in comparable  businesses and comparably situated;
     keep Database  adequately insured at all times against liability on account
     of injury to persons or property


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     and  comply  with the  insurance  provisions  of all  applicable  workmen's
     compensation laws;

          (c) Taxes.  Pay or cause to be paid all taxes,  fees,  assessments and
     governmental  charges  or  levies  upon any of the  property  or  assets of
     Database or upon  Database  or its income or profits  before the same shall
     become  delinquent,  and all lawful claims of whatsoever  nature which,  if
     unpaid,  might  become a lien or  charge  upon any such  property,  assets,
     income or profits;  provided,  however, that Database shall not be required
     to pay and discharge any such tax, fee,  assessment,  charge, levy or claim
     so long as the  validity  thereof  shall  be  contested  in good  faith  by
     appropriate proceedings diligently conducted (unless and until foreclosure,
     distraint, sale or other similar process shall have been commenced).

          (d) Additional  Information.  Furnish promptly to Wolfe such financial
     and other  information  regarding  Database and its business and affairs as
     Wolfe may from time to time reasonably request.

     9. Negative Covenants. Palm Desert and Database covenant that until payment
in full of the Note,  Database will not,  without the prior  written  consent of
Wolfe:

          (a) Wolfe.  Take, or suffer to be taken, any action to remove Wolfe as
     a director of Database.

          (b)  Liens.  Create,  incur,  issue,  assume  or  suffer  to exist any
     mortgage,  pledge, lien or other encumbrance on or security interest in any
     of its assets, whether now owned or hereafter acquired, except:

               (i) mortgages, pledges, liens, encumbrances or security interests
          in favor of Wolfe;

               (ii) liens for taxes or other governmental  charges which are not
          due or remain payable  without penalty or which are being contested in
          good faith and by appropriate proceedings diligently conducted;

               (iii)  deposits  or  pledges  to secure  workmen's  compensation,
          unemployment  insurance,  old age  benefits or other  social  security
          obligations  or in  connection  with or to secure the  performance  of
          bids,  tenders,  trade  contracts  or leases  or to  secure  statutory
          obligations  or surety or appeal bonds or other pledges or deposits of
          like nature and all in the ordinary course of business; and

               (iv) mechanics',  carriers', workmen's, repairmen's or other like
          liens  arising  in the  ordinary  course of  business  in  respect  of
          obligations not yet due or which are being contested in good faith and
          by appropriate


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          proceedings diligently conducted.

          (c) Indebtedness. Database shall not at any time create, incur, assume
     or suffer to exist any Indebtedness, except:

               (i) Indebtedness existing under Note; or

               (ii) Current accounts payable arising out of transactions  (other
          than  borrowings) in the ordinary course of business,  without Wolfe's
          prior  written  approval,  which  approval  will  not be  unreasonably
          withheld or delayed so long as any such new  Indebtedness is expressly
          subordinate to the Note.

          (d) Contingent Liabilities.  Assume,  guarantee,  endorse or otherwise
     become or remain  directly or indirectly  liable for the obligations of any
     person, firm or corporation, except:

               (i) guarantees in favor of Wolfe; and

               (ii) the  endorsement  of  negotiable  or other  instruments  for
          deposit or collection or similar  transactions  in the ordinary course
          of its business.

          (e) Loans and Advances. Make or have outstanding any loans or advances
     or extend credit to any person, firm or corporation, except:

               (i) loans or  advances  in the  ordinary  course of  business  to
          suppliers; and

               (ii) trade credit extended under usual and customary terms in the
          ordinary course of business;

          (f) Disposition of Assets.  Sell, lease,  abandon or otherwise dispose
     of all or any substantial portion of Database's properties or assets.

          (g) Issuance of  Securities.  Issue any shares of the capital stock of
     Database or any right  instrument  convertible  into the  capital  stock of
     Database.

          (h) Dividends.  Declare, make, pay, become or remain liable to make or
     pay, any  dividend or other  distribution  of any nature  (whether in cash,
     property,  securities  or  otherwise)  on  account  of or in respect of any
     shares of the  capital  stock of  Database  or on account of the  purchase,
     redemption, retirement or acquisition of any shares of the capital stock of
     Database.

     10. Wolfe's  Covenants.  Upon  Database's  full payment of the Note,  Wolfe
shall tender to Database his written resignation as a


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director  Database and provide  Database with a written  discharge of Database's
obligations under the Note.

     11. Merger Clause and  Restrictions  on Assignment.  This Agreement and the
related Promissory Note, Guaranty and Stock Pledge Agreement and a certain Asset
Purchase  and  Subscription  Agreement  of even  date  herewith  constitute  the
complete  agreement and  understanding  of the parties thereto as to the matters
provided   for   therein   and  all  prior   agreements,   representations   and
understandings of the parties are merged herein and therein.  This Agreement may
only be amended or changed by a writing signed by all the parties to be charged.

     The rights of any party under this  Agreement  may not be assigned  without
the express written consent of all other parties, which consent shall be granted
or withheld in the sole discretion of any party.

     12.  Miscellaneous.  This  Agreement  shall be enforced and  interpreted in
accordance  with the law of the State of Delaware.  The captions and headings in
this Agreement  have been included to purposes of  convenience  and shall not be
considered part of the Agreement.  Notwithstanding the Closing, any part of this
Agreement which expressly, or by implication,  requires performance by any party
after the Closing,  shall  survive the Closing,  and where  appropriate,  may be
specifically enforced.

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


                                        DATABASE TECHNOLOGIES, INC.


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


                                        PALM DESERT ART PUBLISHERS, LTD.


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


                                        ALLAN WOLFE


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