content: SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                   FORM 8-K
  
  
  
                     PURSUANT TO SECTION 13 OR 15(D) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of earliest event report)   May 22,1997
  
  Commission File Number   0-12516
  
  Dynamic Healthcare Technologies, Inc.
  (Exact name of registrant as specified in its charter)
  
  Florida                               0-12516                  59-3389871
  (State or other jurisdiction  (Commission File Number)        (IRS E.I.N.)
    of Incorporation)
  
  101 Southhall Lane, Suite 210, Maitland, Florida  32751
  (Address of principal executive offices)        (ZIP Code)
  
  (407) 875-9991
  (Registrant's telephone, including area code)
  
  None
  (Former name of former address, if changed from last report)
  
  
  This report consists of thirty six (36) pages.
  
  The index to exhibit appears on page four (4 ).
  
  
  
  
  
                                         Page 1
                                         
  
  
    
                                        FORM 8-K
                          DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                       MAY 22, 1997
  
  Item 1.	Changes in Control of Registrant
          None.
  
  
  
  Item 2.	Acquisition or Disposition of Assets
          On May 22, 1997 pursuant to the terms of an Agreement and Plan
          of Merger ("Merger Agreement") by and among Dynacor, Inc. of
          Apple Valley, Minnesota ("Dynacor"), and the Registrant, Dynacor
          was merged with and into the Registrant.  Under the terms of the
          Merger Agreement the Registrant issued 250,000 shares of
          restricted common stock to the shareholders of Dynacor, based
          upon arms length negotiations.
  
  Item 3.	Bankruptcy or Receivership
          None.
  
  Item 4.	Changes in Registrant's Certifying Accountants
          None.
  
  Item 5.	Other Events
          None.
  
  Item 6.	Resignations of Registrant's Directors
          None.
  
  Item 7.	Financial Statements and Exhibits
          (a)	Financial Statements of Business Acquired.
  
              The Registrant will file with the Commission the financial
              statements required by this item within 60 days after the
              date of this Form 8-K.
  
          (b)	ProForma Financial Information
  
              The Registrant will file with the Commission the financial
              statements required by this item within 60 days after the
              date of this Form 8-K.
  
          (c)	Exhibits
  
              Exhibit 2:	Agreement and Plan of Merger among Dynacor, Inc.
              and Dynamic Healthcare Technologies, Inc., dated May 22,
              1997 (the "Merger Agreement").
  
  Item 8.	Change in Fiscal Year
          None.
  
  
  
  
                                         Page 2
  
  
  
  
                                        SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  
                                   DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                   (Registrant)
  
  Date:    June 2, 1997             /S/MITCHEL J.LASKEY
                                    Mitchel J. Laskey
                                    President, CEO
  
  Date:    June 2, 1997             /S/ PAUL S. GLOVER
                                   	Paul S. Glover
                                    Vice President of Finance, CFO
  
  
  
  
  
  
                                          Page 3
  
  
  
  
  
                                          FORM 8-K
                           DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                        MAY 22, 1997
  
                                     INDEX TO EXHIBITS
  
  Description of Exhibits:                                          Page Number
  
  Exhibit 2: Agreement and Plan of Merger among Dynacor, Inc.              5
             and Dynamic Healthcare Technologies, Inc., dated 
             May 22, 1997 (the "Merger Agreement").
  
  
  
  
  
  
  
                                      Page 4
  
  
  
  
  
  
  
                            AGREEMENT AND PLAN OF MERGER
  
                                     by and among
  
                         DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                            a Florida corporation ("DHT"),
  
                                     DYNACOR, INC.,
                          a Minnesota corporation ("Dynacor"),
  
                                   CRAIG T. ARNESON,
                                  RICHARD D. HAUSTEN,
                                   ROBERT R. HARRIS,
                               DYNACOR INVESTMENTS, LLP,
                                    EUGENE W. DIETZ,
                               E.W.D. DYNACOR GROUP, LLP,
                                          and
                                    RONALD D. BRAATZ
                   (collectively referred to as the "Shareholders")
  
  
  
                                 Dated as of May 16, 1997
  
  
  
                                          Page 5
  
  
  
  
  
                                     TABLE OF CONTENTS
  
                                          ARTICLE 1
  
                                         THE MERGER
   
  
  SECTION 1.1  The Merger; Surviving Corporation                 1
  SECTION 1.2  Articles of Incorporation                         1
  SECTION 1.3  Bylaws                                            2
  SECTION 1.4  Directors and Officers                            2
  SECTION 1.5  Effective Time                                    2
  SECTION 1.6  Effectuation of the Merger                        2
  SECTION 1.7  Conversion of Common Stock; Merger Consideration  2
  SECTION 1.8  Payment of the Merger Consideration               2
  SECTION 1.9  No Other Rights                                   3
  SECTION 1.10 Further Assurances                                3
  SECTION 1.11 The Closing                                       3
  
  
                                          ARTICLE 2
   
                             REPRESENTATIONS AND WARRANTIES OF
                                DYNACOR AND THE SHAREHOLDERS
  
  
  SECTION 2.1  Status of the Shares                             3
  SECTION 2.2  Title to the Shares                              4
  SECTION 2.3  Authority Relative to this Agreement             4
  SECTION 2.4  No Conflicts, Consents                           4
  SECTION 2.5  Corporate Existence and Power                    4
  SECTION 2.6  Charter Documents and Corporate Records          4
  SECTION 2.7  Financial Information                            5
  SECTION 2.8  Liabilities                                      5
  SECTION 2.9  Dynacor Receivables                              5
  SECTION 2.10 Inventories                                      6
  SECTION 2.11 Absence of Certain Changes                       6
  SECTION 2.12 Properties                                       6
  SECTION 2.13 Contracts                                        7
  SECTION 2.14  Intangible Property                             7
  SECTION 2.15 Claims and Proceedings                           8
  SECTION 2.16 Taxes                                            9
  SECTION 2.17 Employee Benefits Plans                         10
  SECTION 2.18 Employee Related Matters                        11
  SECTION 2.19 Insurance                                       12
  SECTION 2.20 Compliance with Laws                            12
  SECTION 2.21 Permits                                         12
  SECTION 2.22 Environmental Matters                           13
  SECTION 2.23 Finders Fees                                    13
  SECTION 2.24 Fees, Commissions and Royalties                 13
  SECTION 2.25 FDA Regulation                                  13
  SECTION 2.26 Software                                        13
  SECTION 2.27 Depositories; Powers of Attorney                14
  SECTION 2.28 Certain Other Representations                   14
  SECTION 2.29 Third Party Software                            14
  
  
  
                                        Page 6
  
  
  
  
  SECTION 2.30 Disclosure                                      14
  SECTION 2.31 Board and Shareholder Approval                  14
  
  
  
                                     ARTICLE 3
  
                      REPRESENTATIONS AND WARRANTIES OF DHT
  
  
  SECTION 3.1  Authority Relative to This Agreement            15
  SECTION 3.2  No Conflicts; Consents                          15
  SECTION 3.3  Corporate Existence and Power                   15
  SECTION 3.4  Finders Fees                                    15
  
  
                                     ARTICLE 4
  
                             COVENANTS AND AGREEMENTS
  
  
  
  SECTION 4.1  Conduct of Business of Dynacor                 16
  SECTION 4.2  Corporate Examinations and Investigations      17
  SECTION 4.3  Filings and Authorizations; Taxes              17
  SECTION 4.4  Efforts to Consummate                          17
  SECTION 4.5  Negotiations With Others                       17
  SECTION 4.6  Notices of Certain Events                      18
  SECTION 4.7  Public Announcements                           18
  SECTION 4.8  Confidentiality                                18
  SECTION 4.9  Expenses                                       18
  SECTION 4.10 Special Meeting                                19
  SECTION 4.11 Merger Claims                                  19
  SECTION 4.12 Certain Renewals                               19
  SECTION 4.13 Registration of Rights                         19
  SECTION 4.14 Dynacor Employee Options                       19
  
  
                                     ARTICLE 5
  
                              CONDITIONS TO CLOSING
  
  SECTION 5.1  Conditions to the Obligations of the Parties  19
  SECTION 5.2  Conditions to the Obligations of the 
  Shareholders and Dynacor                                   20
  SECTION 5.3  Conditions to the Obligations of DHT          21
  
  
                                     ARTICLE 6
  
                                  INDEMNIFICATION
  
  SECTION 6.1  Survival of Representations and Warranties    22
  SECTION 6.2  Obligation of the Shareholders to Indemnify   23
  SECTION 6.3  Obligation of DHT to Indemnify                23
  SECTION 6.4  Notice and Opportunity to Defend Third 
  Party Claims                                               23
  
  
  
                                      Page 7
  
  
  
  SECTION 6.5  Limits on Indemnification                     24
  SECTION 6.6  Adjustment                                    24
  
  
                                         ARTICLE 7
  
                                        TERMINATION
  
  SECTION 7.1  Termination                                  25
  SECTION 7.2  Effect of Termination; Right to Proceed      25
  
  
                                        ARTICLE 8
  
                                      MISCELLANEOUS
  
  SECTION 8.1  Notices                                      26
  SECTION 8.2  Entire Agreement                             27
  SECTION 8.3 Waivers and Amendments; Non-Contractual 
  Remedies; Preservation of Remedies                        27
  SECTION 8.4  Governing Law; Venue                         27
  SECTION 8.5  Binding Effect; No Assignment                27
  SECTION 8.6  Exhibits                                     27
  SECTION 8.7  Severability                                 27
  SECTION 8.8  Counterparts                                 27
  SECTION 8.9  Third Parties                                28
  
  
                                          ARTICLE 9
  
                                         DEFINITIONS
  
  SECTION 9.1  Definitions                                 28
  SECTION 9.2  Interpretation                              31
  
  
  
  
  
  
                                         Page 8
  
  
  
  
  
                                AGREEMENT AND PLAN OF MERGER
  
  
  AGREEMENT AND PLAN OF MERGER, dated as of May 16, 1997 (the
  "Agreement") by and among DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
  a Florida corporation ("DHT"), DYNACOR, INC., a Minnesota
  corporation ("Dynacor"), Craig T. Arneson, Richard D. Hausten,
  Robert R. Harris, Dynacor Investments, LLP, a Minnesota limited
  liability partnership, Eugene W. Dietz, E.W.D. Dynacor Group,
  LLP, a Minnesota limited liability partnership, and Ronald D.
  Braatz, who constitute all of the shareholders of record of
  Dynacor (collectively referred to as the "Shareholders"). 
  Dynacor and DHT are sometimes hereinafter referred to as the
  "Constituent Corporations."  Definitions of capitalized terms
  used in Articles I through VIII herein which are not otherwise
  defined are set forth in Section 9.1.
  
  WHEREAS, the parties acknowledge that Messrs. Arneson, Hausten
  and Harris, while not shareholders of record of Dynacor, are the
  sole partners of Dynacor Investments, LLP, which owns of record
  more than 90% of the issued and outstanding capital stock of
  Dynacor, and, accordingly, the terms "Shareholder" and
  "Shareholders" shall include said individuals for all purposes
  of this Agreement.
  
  WHEREAS, the Boards of Directors of DHT and Dynacor have each
  approved the merger of Dynacor with and into DHT (the "Merger"),
  upon the terms and subject to the conditions set forth herein; 
  
  WHEREAS, each Shareholder will own immediately prior to the
  Closing the number of shares (the "Shares") of common stock of
  Dynacor (the "Common Stock") set forth opposite his or her name
  on Schedule 2.1.
  
  WHEREAS, pursuant to the Merger, the Shareholders of Dynacor
  will receive the merger consideration specified herein; and 
  
  NOW, THEREFORE, in consideration of the foregoing premises and
  the mutual agreements and covenants contained herein, and for
  other good and valuable consideration, the receipt and adequacy
  of which is hereby acknowledged, the parties hereby agree as
  follows:
  
                            ARTICLE 1
  
                           THE MERGER
  
  SECTION 1.1	The Merger; Surviving Corporation.  Upon the terms
  and subject to the conditions set forth herein, and in
  accordance with the provisions of this Agreement, the Florida
  Business Corporation Act (the "FBCA") and the Laws of Minnesota
  and at the Effective Time (as hereinafter defined), Dynacor
  shall be merged with and into DHT, with DHT being the surviving
  corporation (hereinafter sometimes called the "Surviving
  Corporation") and shall continue its corporate existence under
  the laws of the State of Florida.
  
  SECTION 1.2	Articles of Incorporation.  The Articles of
  Incorporation of DHT, as in effect at the Effective Time, shall
  be the Articles of Incorporation of the Surviving Corporation
  until thereafter amended as provided by law.  
  
  SECTION 1.3	Bylaws.  The Bylaws of DHT, as in effect at the
  Effective Time, shall be the Bylaws of the Surviving Corporation
  until thereafter amended as provided by law.
  
  SECTION 1.4	Directors and Officers.  The directors and officers
  of the Surviving Corporation immediately following the Effective
  Time shall be the directors and officers of DHT at the Effective
  Time until thereafter changed in accordance with applicable law
  and appropriate corporate actions.
  
  
  
                                         Page 9
  
  
  
  SECTION 1.5	Effective Time.  The Merger shall become effective
  upon the due filing of articles of merger (the "Florida Articles
  of Merger") in the form attached hereto as Exhibit 1.5A with the
  Florida Department of State pursuant to Section 607.1105 of the
  FBCA.  The date and time when the Merger shall become effective
  are herein referred to as the "Effective Time."  On or within 30
  days prior to the Effective Time, articles of merger (the
  "Minnesota Articles of Merger") in the form attached hereto as
  Exhibit 1.5B shall be filed with the Secretary of the State of
  Minnesota pursuant to Section 302A.651 of the Minnesota Business
  Corporation Act ("MBCA") providing that the effective date and
  time of the Merger shall be the Effective Time.
  
  SECTION 1.6	Effectuation of the Merger.  On May 22, 1997, or if
  on such date the conditions specified in Article V shall not
  have been satisfied or waived (other than conditions relating to
  transactions to occur at the Closing and conditions requiring
  the delivery of certificates, opinions and other instruments and
  documents), on a date agreed to by DHT and the Requisite
  Shareholders in writing to Dynacor not later than the second
  business day following such satisfaction or waiver, but in no
  event later than June 30, 1997, the parties shall file the
  Florida Articles of Merger and the Minnesota Articles of Merger,
  and take any and all other lawful actions and do any and all
  other lawful things necessary to cause the Merger to become
  effective.
  
  SECTION 1.7	Conversion of Common Stock; Merger Consideration. 
  By virtue of the Merger and without any action on the part of
  any holder of capital stock of any of the Constituent
  Corporations:
  
  (a)	The Shares of Dynacor issued and outstanding immediately
  prior to the Effective Time shall be converted at the Effective
  Time into and represent the right to receive the Merger
  Consideration (as defined below) in accordance with the terms
  hereof.
  
  (b)	Each share of Dynacor common stock held in its treasury
  immediately prior to the Effective Time shall be canceled or
  retired and cease to exist at the Effective Time without any
  conversion thereof.
  
  (c)	The term "Merger Consideration" shall mean, except as
  otherwise adjusted pursuant to this Agreement, 250,000 shares of
  DHT common stock.
  
  SECTION 1.8	 Payment of the Merger Consideration.  Upon the
  surrender of all certificates evidencing Shares, together with
  delivery of such other documents as may be required pursuant to
  this Agreement at Closing, DHT shall deliver the Merger
  Consideration to the Shareholders identified on Schedule 2.1. 
  In lieu of issuing any fractional shares of DHT common stock,
  each Shareholder entitled to receive a fractional share, if any,
  shall be paid a cash sum equal to the average of the closing bid
  and ask prices of DHT common stock on the business day
  immediately preceding the Closing Date multiplied by the
  fraction of the share to which such Shareholder is entitled. 
  Each Shareholder identified on Schedule 2.1 shall have the right
  to receive his or her Pro Rata Share of all payments made of
  Merger Consideration.  "Pro Rata Share" of any Shareholder shall
  mean the percentage (calculated to the nearest hundredth of
  percent) set forth on Schedule 2.1, which has been determined by
  dividing (a) the number of Shares held of record on the Closing
  Date by such Shareholder as indicated on Schedule 2.1, by (b)
  the aggregate number of Shares outstanding on the Closing Date
  as indicated on Schedule 2.1.  In lieu of issuing any fractional
  shares of DHT common stock, each Shareholder entitled to receive
  a fractional share, if any, shall be paid a cash sum equal to
  the average of the closing bid and ask prices of DHT common
  stock on the business day immediately preceding the Closing Date
  multiplied by the fraction of the share to which such
  Shareholder is entitled.  The delivery of certificates
  representing Shares (together with evidence satisfactory to the
  Surviving Corporation of the payment of all required transfer
  taxes relating to the Shares and arising out of the Merger)
  shall be a condition precedent to the delivery of any portion of
  the Merger Consideration relating to such Shares.  
  
  SECTION 1.9	 No Other Rights.  Until surrendered to the
  Surviving Corporation, each certificate for Shares which
  immediately prior to the Effective Time represented outstanding
  Shares shall represent solely the right to receive the Merger
  Consideration relating thereto at and after the Effective Time.
  
  SECTION 1.10  Further Assurances.  If at any time after the
  Effective Time the Surviving Corporation shall consider or be
  advised that any further documents, instruments or assurances in
  law or any other acts are 
  
  
  
                                         Page 10
  
  
  
  necessary, desirable or proper to
  carry out the intent and accomplish the purposes of this
  Agreement, the Constituent Corporations agree that the Surviving
  Corporation and its proper officers and directors will execute
  and deliver all documents, instruments and assurances in law and
  do all acts necessary, desirable or proper to carry out the
  intent and accomplish the purposes of this Agreement, and that
  the proper officers and directors of the Surviving Corporation
  are fully authorized in the name of the Constituent Corporations
  or otherwise to take any and all such action.
  
  SECTION 1.11  The Closing.  The Closing shall take place at the
  offices of DHT, 101 Southhall Lane, Suite 210, Maitland, Florida
  32751 at 10:00 a.m. local time (or such other place and/or time
  of day as the parties shall mutually agree) on the date
  ("Closing Date") of the filing of the Florida Articles of
  Merger.  Except as otherwise provided herein, all transactions
  consummated at the Closing shall be deemed to have taken place
  simultaneously at the Effective Time.
  
  
                            ARTICLE 2
  
                REPRESENTATIONS AND WARRANTIES OF
  
                    DYNACOR AND THE SHAREHOLDERS
  
  Each Shareholder and Dynacor, jointly and severally, represents
  and warrants to DHT as follows: 
  
  SECTION 2.1	Status of the Shares.  The authorized and
  outstanding shares of Common Stock (which is the only class of
  capital stock of Dynacor authorized, issued or outstanding) is
  as set forth on Schedule 2.1.  Other than the Shares and except
  as set forth on Schedule 2.1, at the Closing, Dynacor will not
  have outstanding any rights, warrants or options to acquire
  securities of Dynacor or any convertible or exchangeable
  securities and, other than pursuant to this Agreement, no person
  will have any right to acquire any securities of Dynacor.  All
  of the Shares have been duly authorized and duly and validly
  issued and are fully paid and non-assessable, and none were
  issued in violation of any preemptive rights, rights of first
  refusal or other contractual or legal restrictions of any kind.
  
  SECTION 2.2	Title to the Shares.  Each Shareholder owns and
  holds good and marketable title to such Shareholder's Shares
  free and clear of any Lien of any kind.  
  
  SECTION 2.3	Authority Relative to this Agreement.  Dynacor and
  each Shareholder has full power, capacity and authority to
  execute and deliver this Agreement and each other Transaction
  Document to which it is a party and to consummate the
  transactions contemplated hereby and thereby (the "Contemplated
  Transactions").  The execution and delivery of this Agreement
  and the consummation of the Contemplated Transactions to which
  Dynacor or such Shareholder is a party have been duly and
  validly authorized by Dynacor or such Shareholder and no other
  proceedings on the part of Dynacor or such Shareholder (or any
  other person) are necessary to authorize the execution and
  delivery by Dynacor or such Shareholder of this Agreement or the
  consummation of the Contemplated Transactions to which Dynacor
  or such Shareholder is a party.  This Agreement and the other
  Transaction Documents to which Dynacor or such Shareholder is a
  party have been duly and validly executed and delivered by each
  of Dynacor or such Shareholder, and (assuming the valid
  execution and delivery thereof by the other parties thereto)
  constitute the legal, valid and binding agreements of Dynacor
  and such Shareholder enforceable against Dynacor or such
  Shareholder in accordance with their respective terms.
  
  SECTION 2.4	No Conflicts, Consents.  The execution, delivery
  and performance by Dynacor and each Shareholder of this
  Agreement and each other Transaction Document to which he or it
  is a party, the consummation of the Contemplated Transactions to
  which Dynacor or such Shareholder is a party or the contemplated
  change of control of the stock ownership of Dynacor, will not
  (i) violate any provision of the Articles of Incorporation or
  By-laws (or comparable instruments) of Dynacor; (ii) require the
  Shareholders or Dynacor to obtain any consent, approval or
  action of or waiver from, or make any filing with, or give any
  notice to, any Governmental Body or any other person except as
  set forth on Schedule 2.4 (the "Required Consents"); (iii) if the
  
  
  
                                        Page 11
  
  
  
  Required Consents are obtained prior to Closing, violate,
  conflict with or result in a breach or default under (after the
  giving of notice or the passage of time or both), or permit the
  termination of, any Contract of a type required to be listed on
  Schedule 2.13 to which any Shareholder or Dynacor is a party or
  by which any of them or any of their Assets may be bound or
  subject, or result in the creation of any Lien upon the Shares
  or upon any of the Assets of Dynacor pursuant to the terms of
  any such Contract; (iv) if the Required Consents are obtained
  prior to Closing, violate any Law or Order of any Governmental
  Body against, or binding upon, any Shareholder or Dynacor or
  upon its Assets or the Business; or (v) if the Required Consents
  are obtained prior to Closing, violate or result in the
  revocation or suspension of any Permit.
  
  SECTION 2.5	Corporate Existence and Power.  Dynacor is a
  corporation duly organized, validly existing and in good
  standing under the laws of its jurisdiction of incorporation,
  and has all requisite corporate powers and all material Permits
  required to carry on the Business as now conducted.  Dynacor is
  duly qualified to do business as a foreign corporation and is in
  good standing in each jurisdiction where the character of the
  property owned or leased by it or the nature of its activities
  makes such qualification necessary, except for those
  jurisdictions where the failure to be so qualified would not,
  individually or in the aggregate, have a material adverse effect
  on the Business or the Assets, financial condition, prospects or
  the results of operations of Dynacor and its Subsidiaries taken
  as a whole (collectively, the "Condition of the Business"). 
  Schedule 2.5 sets forth each jurisdiction in which Dynacor is
  duly qualified to do business as a foreign corporation.  Dynacor
  does not directly or indirectly own any interest or investment
  in any other person.
  
  SECTION 2.6	Charter Documents and Corporate Records.  Dynacor
  and the Shareholders have heretofore delivered to DHT true and
  complete copies of the Articles of Incorporation and Bylaws, or
  comparable instruments, of Dynacor as in effect on the date
  hereof.  The stock and transfer books of Dynacor have been made
  available to DHT for inspection and are true and complete.
  
  SECTION 2.7	Financial Information.  Dynacor and the
  Shareholders have previously furnished to DHT true and complete
  copies of (i) Dynacor's financial statements at and for the
  calendar years ended December 31, 1996 and 1995 (the "Annual
  Statements"), (ii) Dynacor's unaudited quarterly financial
  statements at and for each calendar quarter of 1996 and for the
  calendar quarter ended March 31, 1997 (the "Interim
  Statements"), and (iii) Dynacor's audited financial statements
  for the fiscal years ended June 30, 1996 and 1995 ("Audited
  Fiscals").  The Audited Fiscals have been prepared in accordance
  with GAAP consistently applied as set forth in the notes thereto
  and were audited by its regularly engaged certified public
  accountants (without qualification in the report thereof).  Each
  delivered financial statement presents fairly the financial
  position of Dynacor as of its date, and its earnings, changes in
  stockholders' equity and cash flow for the periods then ended. 
  Each delivered balance sheet fully sets forth all Assets and
  Liabilities of Dynacor existing as of its date which, under
  GAAP, should be set forth therein, and each delivered statement
  of earnings sets forth the items of income and expense of
  Dynacor which should appear therein under GAAP.  All financial
  and accounting books, ledgers, accounts and official and other
  records relating to Dynacor have been properly and accurately
  kept and completed in all material respects.  Dynacor and the
  Shareholders have further prepared and delivered to DHT
  financial projections for the calendar years 1997 and 1998
  ("Projections").  The Projections have been prepared in good
  faith and are reasonable and obtainable based upon the Dynacor's
  and the Shareholders' reasonable interpretation of all
  information available to them.
  
  SECTION 2.8	Liabilities.  Except as and to the extent reflected
  in the Interim Statements of Dynacor (the "Latest Balance
  Sheet") at March 31, 1997 (the "Latest Balance Sheet Date")
  referred to in Section 2.7, Dynacor did not have, as of the
  Latest Balance Sheet Date, any Liabilities or obligations (other
  than obligations of continued performance under Contracts and
  other commitments and arrangements entered into in the ordinary
  course of business).  Except as described in Schedule 2.8, and
  except for current Liabilities for trade or business obligations
  in the ordinary course of the Business, consistent with past
  practice, and Liabilities reflected on any balance sheet
  included in the Interim Statements, since the Latest Balance
  Sheet Date there has been (i) no material adverse change in the
  Assets or Liabilities, or in the Business or condition of
  Dynacor, financial or otherwise, or the result of operations of
  Dynacor, and (ii) no change in the Assets or Liabilities or in the Business 
  
  
  
                                        Page 12
  
  
  
  
  or condition of Dynacor, financial or otherwise, or
  in the results of operations or prospects of Dynacor, except in
  the ordinary course of business; and (iii) no factor or
  condition exists or, to Dynacor's or any Shareholder's knowledge
  and belief, is contemplated or threatened, which might cause
  such a change in the future, and (iv) no dividends or other
  distributions have been paid or made upon any shares of capital
  stock of Dynacor nor have any shares of capital stock of Dynacor
  been redeemed, retired, purchased or acquired for value by
  Dynacor.  Schedule 2.8 also contains a true and correct list of
  all Deferred Compensation Liabilities and Dynacor Debt and a
  description of the material terms thereof.  Except as provided
  in Schedule 2.8, there will exist no Dynacor Debt at Closing. 
  None of the Dynacor Debt or any prior indebtedness to the
  Shareholders constituted or constitutes a second class of stock
  within the meaning of Code Section 1361(b)(1)(D) and the
  Treasury Regulations promulgated thereunder.  Schedule 2.8 sets
  forth a description of the amount and terms and conditions and
  outstanding principal balance plus accrued interest thereon of
  all outstanding loans or other advances made by any past or
  current shareholder of Dynacor.
  
  SECTION 2.9	Dynacor Receivables.  Except as set forth in
  Schedule 2.9, all Receivables of Dynacor are valid and
  enforceable claims, constitute bona fide Receivables resulting
  from the sale of goods and services in the ordinary course of
  the Business, are not subject to any defenses, offsets, returns,
  allowances or credits of any kind, and are fully collectible. 
  Dynacor has not made any loan or advance to any person except as
  provided in Schedule 2.9.
  
  SECTION 2.10  Inventories.  Schedule 2.10 sets forth a true and
  complete list of Inventory by category as of the date hereof. 
  All Inventory consists of items which are good and merchantable
  and of a quantity and quality usable and saleable in the
  ordinary course of the Business consistent with past practices.
  
  SECTION 2.11  Absence of Certain Changes.  Since the Latest
  Balance Sheet Date, except as set forth in Schedule 2.11,
  Dynacor has conducted the Business in the ordinary course
  consistent with past practices and there has not been:
  
  (a)	Any material adverse change in the Condition of the
  Business or any event, occurrence or circumstance that could
  reasonably be expected to cause such a material adverse change.
  
  (b)	Any transaction or Contract with respect to the purchase,
  acquisition, lease, disposition or transfer of any Assets or to
  any capital expenditure (in each case, other than in the
  ordinary course of the Business in accordance with past
  practice), in excess of $10,000.
  
  (c)	Any declaration, setting aside or payment of any dividend
  or other distribution with respect to any shares of capital
  stock of Dynacor.
  
  (d)	Any damage, destruction or other casualty loss (whether or
  not covered by insurance), condemnation or other taking
  affecting the Assets of Dynacor or any Subsidiary to the extent
  material to Dynacor.
  
  (e)	Any change in any method of accounting or accounting
  practice by Dynacor. 
  
  (f)	Any increase in the compensation payable or to become
  payable to any officer, stockholder, director, consultant, agent
  or full-time employee of Dynacor, or any alteration in the
  benefits payable to any thereof.
  
  (g)	Any material adverse change in the relationships of
  Dynacor with its customers, suppliers and vendors.
  
  (h)	Except for any changes made in the ordinary course of
  Business, any material change in any of Dynacor's business
  policies, including advertising, marketing, pricing, purchasing,
  personnel, returns or budget policies.
  
  
                              
                                         Page 13
  
  
  
  
  (i)	Except in the ordinary course of the Business, consistent
  with past practice, any payment, directly or indirectly, of any
  Liability before or after the same became due in accordance with
  its terms.
  
  SECTION 2.12  Properties.
  
  (a)	Schedule 2.12A sets forth a complete list and description
  of all real property owned or leased by Dynacor (the "Real
  Property"), which constitutes all of the real property owned,
  used or occupied by Dynacor.  The lease for the Real Property is
  in full force and effect and Dynacor holds a valid and existing
  leasehold interest and a right to quiet enjoyment of the such
  Real Property for the term set forth in Schedule 2.12A.  The
  leasehold interest in such Real Property is not subject to or
  subordinate to any Lien, except as disclosed on Schedule 2.12A. 
  Schedule 2.12A also sets forth with respect to such Real
  Property a list of all title insurance policies, deeds,
  appraisal reports, surveys and environmental reports held or
  controlled by Dynacor or any Shareholder, copies of which have
  been provided to DHT.  All structures and buildings of the
  Business are in good operating condition (subject to normal wear
  and tear) with no structural or other defects known to Dynacor
  or the Shareholders that would materially interfere with the
  operation of the Business, are located within applicable
  boundary lines and are suitable for the purposes for which they
  are currently used.  The Business is not in violation in any
  material respect of any building, zoning, anti-pollution,
  health, occupational safety or other Law or any Order or Permit
  in respect of such Real Property, structures and buildings. 
  Except as disclosed on Schedule 2.12A, no person, other than
  Dynacor, has any right to occupy or possess any of the Real
  Property or any such structures or buildings.
  
  
  (b)	Dynacor has good and marketable title to (or valid
  leasehold interest in) all personal property used in the
  Business, free and clear of all Liens except as disclosed in
  Schedule 2.12B.  The machinery, equipment and other tangible
  personal property constituting a part of the Assets (whether
  owned or leased), have been maintained in accordance with
  industry standards, are in good condition and repair (subject to
  normal wear and tear) and are adequate in quantity and quality
  for the operation of the Business as presently conducted. 
  Schedule 2.12B contains a list and description of all equipment
  and other tangible personal property of Dynacor with a book
  value (before depreciation) of $1,000 or more.
  
  SECTION 2.13  Contracts.
  
  (a)	Schedule 2.13 sets forth an accurate and complete list of
  all Contracts to which Dynacor is a party or by which it or its
  Assets are bound or subject, except only for those with persons
  who are not Affiliates of either Dynacor or any Shareholder
  relating solely to the purchase or sale of property or services
  by Dynacor in the ordinary course of the Business which (i)
  require Dynacor to make or receive payments not in excess of
  $10,000 and (ii) have a remaining term of less than six months
  from the date of this Agreement or are terminable by Dynacor
  without penalty during such period.  True and correct copies of
  all written Contracts listed on Schedule 2.13 and summaries of
  the material provisions of all oral Contracts so listed have
  been delivered to DHT.
  
  (b)	All Contracts listed on Schedule 2.13 are valid, existing,
  in full force and effect and binding upon Dynacor and, to the
  knowledge of Dynacor or the Shareholders, the other parties
  thereto in accordance with their terms.  Dynacor is not in
  default (or alleged default) under any such Contract in any
  material respect, or, to the knowledge of Dynacor or the
  Shareholders, is any other party thereto in default thereunder
  in any material respect, or does any condition exist that with
  notice or the lapse of time or both would constitute a material
  default (or give rise to a termination right) thereunder.  To
  the knowledge of Dynacor or the Shareholders, no other party to
  any such Contract intends to terminate or materially alter the
  provisions thereof by reason of the Contemplated Transactions or
  otherwise.  Since the Latest Balance Sheet Date, Dynacor has not
  waived any material right under any such Contract, materially
  amended or extended beyond December 31, 1996 any such Contract
  or terminated or failed to renew (or received notice of
  termination or failure to renew with respect to) any such
  Contract.
  
  SECTION 2.14  Intangible Property.  Schedule 2.14 sets forth
  a true and correct list of all registered patents, trademarks,
  trade names, copyrights, intellectual properties or service
  marks owned by or registered in the name of
  
  
   
                                         Page 14
  
  
  
  Dynacor or any Shareholder, all applications for any of the foregoing,
  and all permits, grants, licenses and other rights running to or from
  Dynacor or any of the Shareholders relating to any of the
  foregoing (the "Intellectual Property Rights"), not otherwise
  required to be set forth on Schedule 2.26.  The Contemplated
  Transactions will not adversely affect the right, title and
  interest of Dynacor in and to the Intellectual Property Rights. 
  Neither Dynacor nor any Shareholder has been notified by any
  third party that the Intellectual Property Rights infringe upon
  or conflict with the rights or intellectual property of third
  parties.  Except as set forth on Schedule 2.14, there are no
  outstanding claims, liens, encumbrances, options, licenses or
  agreements of any kind relating to the Intellectual Property
  Rights, nor is Dynacor or any Shareholder bound by or party to
  any options, licenses or agreements of any kind with respect to
  the patents, trademarks, service marks, tradenames, copyrights,
  trade secrets, licenses, information, proprietary rights and
  processes of any other person or entity.  Dynacor has full title
  and ownership of all Intellectual Property Rights without any
  conflict with or infringement of the rights of others.  To the
  knowledge and belief of Dynacor and the Shareholders, Dynacor
  has not infringed or violated in any way any valid patent,
  trademark, trade name or copyright of others, nor has Dynacor
  received any notice, claim or protest respecting any such
  violation or infringement.  Neither Dynacor nor any Shareholder
  is aware that any of Dynacor's employees is obligated under any
  contract (including licenses, covenants or commitments of any
  nature) or other agreement, or subject to any judgment, decree
  or order of any court or administrative agency, that would
  interfere with the use of such employee's best efforts to
  promote the interests of Dynacor or that would conflict with
  Dynacor's business as currently conducted.  Neither the
  execution nor delivery of this Agreement, nor the carrying on of
  Dynacor's business by the employees of Dynacor, nor the conduct
  of Dynacor's business as currently conducted, will, to the
  knowledge of Dynacor or the Shareholders, conflict with or
  result in a breach of the terms, conditions or provisions of, or
  constitute a default under, any contract, covenant or instrument
  under which any of such employees is now obligated.  Neither
  Dynacor nor the Shareholders believes that it is or will be
  necessary to utilize any inventions of any of its employees (or
  people it currently intends to hire) made prior to their
  employment by Dynacor.  At Closing, the Surviving Corporation
  will have sole right, title and interest in and to the
  Intellectual Property Rights free and clear of any claims by any
  person.
  
  SECTION 2.15  Claims and Proceedings.  Except as set forth on
  Schedule 2.15, there are no outstanding Orders of any
  Governmental Body against or involving Dynacor or the Business. 
  Except as set forth on Schedule 2.15, there are no actions,
  suits, claims or counterclaims or legal, administrative or
  arbitral proceedings or investigations (collectively, "Claims")
  (whether in respect thereof are covered by insurance), pending
  or, to the knowledge of Dynacor or the Shareholders, threatened
  on the date hereof, against or involving Dynacor or any of the
  Shareholders, any of Dynacor's Assets or the Business.  Schedule
  2.15 also indicates those Claims the defense thereof or
  Liabilities in respect thereof are covered by insurance.  Except
  as set forth on Schedule 2.15, at the Closing there will be no
  such Claims pending or, to the knowledge of Dynacor or the
  Shareholders, threatened, other than Claims that, individually
  or in the aggregate, could not reasonably be expected to have a
  material adverse effect on the Condition of the Business. 
  Except as set forth on Schedule 2.15, to the knowledge of
  Dynacor or the Shareholders, on the date hereof, there is no
  fact, event or circumstance that would give rise to any
  uninsured Claim.  As of the Closing, there will exist no such
  fact, event or circumstance known to Dynacor or the Shareholders
  that would give rise to any uninsured Claim that, if pending or
  threatened on the Closing Date, could reasonably be expected to
  have a material adverse effect on the Condition of the Business.
  All notices required to have been given to any insurance
  company listed as insuring against any Claim set forth on
  Schedule 2.15 have been timely and duly given and, except as set
  forth on Schedule 2.15, no insurance company has asserted that
  such Claim is not covered by the applicable policy relating to
  such Claim.  There are no Claims pending or, to the knowledge of
  Dynacor or the Shareholders, threatened that would give rise to
  any right of indemnification on the part of any director or
  officer of Dynacor or the heirs, executors or administrators of
  such director or officer, against Dynacor.
  
  SECTION 2.16  Taxes.
  
  (a)	Except as set forth in Schedule 2.16:
      (i)	Dynacor has timely filed or, if not yet due, will timely
  file all Tax Returns required to be filed by it for all taxable
  periods ending on or before the Closing Date and all such Tax
  Returns are true, correct and complete in all material respects;
  
  
  
  
                                        Page 15
  
  
  
  
      (ii)	Dynacor has paid or, if payment is not yet due, will pay
  to the appropriate Tax Authority or has established, in
  accordance with GAAP and consistent with past practice, accruals
  that are reflected on the Latest Balance Sheet for the payment
  of, all Taxes of Dynacor for all taxable periods ending on or
  before the Closing Date;
      (iii)	no extension of time has been requested or granted for
  Dynacor to file any Tax Return that has not yet been filed or to
  pay any Tax that has not yet been paid,
      (iv)	Dynacor has not received notice of a determination by a
  Tax authority that Taxes are owed by Dynacor (such determination
  to be referred to as a "Tax Deficiency") and, to the knowledge
  of Dynacor or the Shareholders, no Tax Deficiency is proposed or
  threatened;
      (v)	all Tax Deficiencies, if any, have been paid or finally
  settled and all amounts determined by settlement to be owed have
  been paid;
      (vi)	there are no Tax Liens on or pending against Dynacor or
  any of its properties;
      (vii)	there are no presently outstanding waivers or
  extensions or requests for waiver or extension of the time
  within which a Tax Deficiency may be asserted or assessed;
       (viii)	no issue has been raised in any examination,
  investigation, audit, suit, action, claim or proceeding relating
  to Taxes (a "Tax Audit") which, by application of similar
  principles to any past, present or future period, would result
  in a Tax Deficiency for such period;
      (ix)	there are no pending or, to the knowledge of Dynacor or
  the Shareholders, threatened Tax Audits of Dynacor;
      (x)	Dynacor has never been required to include in income any
  adjustment pursuant to Section 481 of the Code and no Tax
  authority has ever made or proposed any such adjustment;
      (xi)	Dynacor is not a party to any arrangement to which
  Section 280G of the Code could under any circumstances apply;
      (xii)	Dynacor has not filed a consent pursuant to Section
  341(f) of the Code or agreed for Section 341(f)(2) to apply to
  the disposition of any asset;
      (xiii)	Dynacor is not now nor has it ever been (a) an
  includable member of an "affiliated group" within the meaning of
  section 1504(a) of the Code, (b) a member of any consolidated,
  combined or unitary Tax Return filing group, (c) a party to an
  agreement that obligates it to make any payment computed by
  reference to the Taxes, taxable income or tax losses of any
  other individual or entity, (d) a personal holding company as
  defined in Section 542 of the Code, (e) the owner of an interest
  in an entity that is or is treated as a partnership, trust,
  regulated investment company as defined in section 851 of the
  Code, real estate investment trust as defined in Section 856 of
  the Code or foreign personal holding company as defined in
  Section 552(a) of the Code, (f) a United States shareholder as
  defined in Section 951(b) of the Code of a controlled foreign
  corporation as defined in Section 957 of the Code or (g) a
  United States real property holding company within the meaning
  of Section 897(c)(2) of the Code; or
      (xiv)	Dynacor does not have any deferred intercompany gains
  or losses that have not been fully taken into income for income
  Tax purposes.
  
  (b)	Schedule 2.16 contains (i) a schedule of the filing dates
  of all Tax Returns required to be filed by Dynacor, (ii) a
  description of all past Tax Audits within the past five years
  involving Dynacor, (iii) a list of all elections made by Dynacor
  or its Shareholders relating to Taxes, (iv) a description of the
  accounting methods employed by Dynacor and any changes in such
  accounting methods that occurred during any year for which the
  statute of limitations remains open, (v) a schedule of the tax
  attributes of Dynacor (including but not limited to net
  
  
  
                                         Page 16
  
  
  
  operating and capital losses and investment and alternative
  minimum tax credits) shown on a separate company basis, together
  with a description of all limitations to which such tax
  attributes are subject (e,q., ' 382 limitations or separate
  return limitation year restrictions) that can be carried forward
  to a taxable year ending after 1995.  Except as set forth in
  Schedule 2.16, Dynacor has retained all supporting and backup
  papers, receipts, spreadsheets and other information necessary
  for (i) the preparation of all Tax Returns that have not yet
  been filed and (ii) the defense of all Tax Audits involving
  taxable periods either ending on or during the six (6) years
  prior to the Closing Date or from which there are unutilized net
  operating loss, capital loss or investment tax credit
  carryovers.  Promptly following the date of this Agreement,
  Dynacor will deliver to DHT: (i) a schedule of Dynacor's tax
  basis in its assets and the annual depreciation deductions for
  such assets over their remaining tax recovery period, and (ii) a
  schedule of the amortization period and annual amortization
  deductions for each item subject to amortization and a
  description of the asset or other item that is subject to
  amortization (e.g., loan issuance costs).
  
  (c)	Except as set forth in Schedule 2.16 and except for sales
  Taxes which result from the consummation of the Contemplated
  Transactions, Dynacor has in all material respects collected and
  remitted to the appropriate Tax Authority all sales and use or
  similar Taxes required to have been collected on or prior to the
  Closing Date and have been furnished properly completed
  exemption certificates for all exempt transactions.  Dynacor has
  maintained and has in its possession all records, supporting
  documents and exemption certificates required by applicable
  sales Tax statutes and regulations to be retained in connection
  with the collection and remittance of sales and use Taxes for
  all periods up to and including the Closing Date.
  
  SECTION 2.17  Employee Benefits Plans.
  
  (a)	Schedule 2.17 lists all bonus, deferred compensation,
  pension, retirement, profit-sharing, thrift, savings, employee
  stock ownership, stock bonus, stock purchase, restricted stock
  and stock option plans, all employment or severance contracts,
  health and medical insurance plans, life insurance and
  disability insurance plans, other employee benefit plans,
  contracts or arrangements including, but not limited to,
  "employee benefit plans" within the meaning of Section 3(3) of
  ERISA (the "Employee Benefit Plans") which cover any current or
  former employee, officer, director or consultant of Dynacor or
  any portion of the Business.  Schedule 2.17 separately
  identifies all Deferred Compensation Liabilities and all
  Employee Benefit Plans providing retiree benefits and a
  calculation of the present value of all retiree Liabilities. 
  All Employee Benefit Plans have been established and maintained
  in accordance with their terms.  No Employee Benefit Plan is or
  was collectively bargained for.  The Employee Benefit Plans
  which are described in Section 3(3) of ERISA (the "ERISA Plans")
  are in compliance with all provisions of ERISA, other applicable
  Laws and, if intended to be tax qualified, Sections 401(a) and
  501(a) of the Code.  All ERISA Plans which are intended to
  qualify under Section 401(a) of the Code have been submitted to
  and approved under Section 401(a) of the Code by the IRS and, to
  the best knowledge of Dynacor and the Shareholders, nothing has
  occurred which would cause the loss of such tax qualification. 
  No Liability under ERISA has been or is expected to be incurred
  by Dynacor or any Affiliate of Dynacor with respect to any
  ongoing, frozen or terminated "single-employer plan," within the
  meaning of Section 4001(a)(15) of ERISA, currently or formerly
  maintained by any of them, or the single-employer plan of any
  entity which is considered one employer with Dynacor under
  Section 4001 of ERISA or Section 414 of the Code (an "ERISA
  Affiliate").  Dynacor and its Affiliates have not incurred and
  do not expect to incur any Liability with respect to a
  multi-employer plan under Subtitle E of Title IV of ERISA
  (regardless of whether based on contributions of an ERISA
  Affiliate) and have not made and are not obligated to make any
  contributions to any multi-employer plan.  All contributions
  required to be made under the terms of any Employee Benefit Plan
  have been timely made or have been duly provided for.  No
  single-employer plan of Dynacor or any ERISA Affiliate of
  Dynacor has any unfunded pension liability or any "accumulated
  funding deficiency" (whether or not waived) within the meaning
  of Section 412 of the Code or Section 302 of ERISA.  No
  Reportable Event has occurred with respect to any ERISA Plan. 
  Neither Dynacor nor any of its Affiliates has provided, or is
  required to provide, security to any single-employer plan of an
  ERISA Affiliate pursuant to Section 401 (a) of the Code. 
  Dynacor and each ERISA Affiliate have paid all premiums
  (together with any interest, charges or penalties for late
  payment thereon) required to be paid to the Pension Benefit
  Guaranty Corporation with respect to each ERISA plan for which
  such premiums are required.  No ERISA Plan has engaged in any
  transaction described in Section 406 or 407 of ERISA or Section
  4975 of the Code.  Each ERISA Plan has at all times complied
  with the bonding requirements of Section 412 of ERISA.  Each
  Employee Benefit Plan can be unilaterally terminated without
  penalty by Dynacor on no more
  
  
  
                                         Page 17
  
  
  than sixty (60) days' notice. 
  There are no pending or, to the knowledge of Dynacor or the
  Shareholders, threatened Claims relating to any Employee Benefit
  Plan, other than routine Claims for benefits in the ordinary
  course, asserted against (i) any Employee Benefit Plan or its
  assets, (ii) Dynacor or any ERISA Affiliate, or (iii) any
  fiduciary, for which Dynacor may be directly or indirectly
  liable, through indemnification obligations or otherwise.
  
  (b)	With respect to each Employee Benefit Plan, Dynacor and
  the Shareholders have made available to DHT a current, accurate
  and complete copy (or, to the extent no such copy exists, an
  accurate and complete description) thereof (including all
  amendments thereto which will become effective at a later date)
  and, to the extent applicable, (i) any related trust agreement,
  annuity contract or other funding instrument, (ii) the most
  recent summary plan description, (iii) the most recent annual
  report form (FORM 5500 series), financial statement and
  actuarial report and (iv) the most recent IRS determination
  letter.
  
  SECTION 2.18  Employee Related Matters.
  
  (a)	Schedule 2.18 contains a true and correct list of all
  directors, full-time employees and consultants of Dynacor,
  including any agreement relating thereto, and a description of
  the rate and nature of all compensation payable by Dynacor to
  each such person.  Schedule 2.18 also contains a description of
  all existing severance arrangements, accrued vacation policies
  or retiree benefits of any current or former director, officer,
  employee or consultant (to the extent not included on Schedule
  2.17).  Except as set forth on such Schedule, the employment or
  consulting arrangement of all such persons is terminable at will.
  
  (b)	Except as set forth in Schedule 2.18, (a) Dynacor is not a
  party to any Contract with any labor organization or other
  representative of its employees; (b) there is no unfair labor
  practice charge or complaint pending or, to the knowledge of
  Dynacor or the Shareholders, threatened against Dynacor; (c)
  Dynacor has not experienced any labor strike, slowdown, work
  stoppage or similar material labor controversy within the past
  three years; (d) no representation question has been raised
  respecting any of Dynacor's employees working within the past
  three years, nor, to the knowledge of Dynacor or the
  Shareholders, are there any campaigns being conducted to solicit
  authorization from Dynacor's employees to be represented by any
  labor organization; (e) no Claim before any Governmental Body
  brought by or on behalf of any employee, prospective employee,
  former employee, retiree, labor organization or other
  representative of Dynacor's employees is pending or, to the
  knowledge of Dynacor or the Shareholders, threatened against
  Dynacor; (f) Dynacor is not a party to, or otherwise bound by,
  any Order relating to its employees or employment practices; and
  (g) except with respect to ongoing disputes of a routine nature
  involving immaterial amounts, Dynacor has paid in full to all of
  its employees all wages, salaries, commissions, bonuses,
  benefits and other compensation due and payable to such
  employees.
  
  SECTION 2.19  Insurance.  Schedule 2.19 sets forth a list of
  all insurance policies, fidelity and surety bonds and fiduciary
  liability policies ("the Insurance Policies") covering the
  Assets, the Business, operations, employees, officers and
  directors of Dynacor.  True and complete copies of all such
  Insurance Policies have been delivered to DHT.  Schedule 2.19
  also sets forth (a) with respect to each Insurance Policy, the
  applicable deductible amounts and any material limitations to
  coverage, (b) any letter of credit relating to any such
  Insurance Policy and all inspections and reports delivered to
  Dynacor by any insurer with respect to such Insurance Policies,
  copies of which have been delivered to DHT and (c) a true and
  complete list of Claims made in respect of Insurance Policies
  during the three years prior to the date hereof.  True and
  correct copies of all loss runs with respect to such period have
  been delivered to DHT.  There is no Claim by Dynacor pending
  under any of such Insurance Policies as to which coverage has
  been questioned, denied or disputed by the underwriters of such
  Insurance Policies or requirement by any insurer to perform work
  which has not been satisfied.  All premiums due and payable
  under all Insurance Policies have been paid, and Dynacor is
  otherwise in compliance in all material respects with the terms
  and conditions of all such Insurance Policies.  All Insurance
  Policies are in full force and effect.  The insurance in effect
  with respect to any Real Property is in an amount of the full
  like-kind replacement value of such Real Properly, including the
  buildings and improvements thereon.  Neither Dynacor nor the
  Shareholders know of any threatened termination of, premium
  increase with respect to, or uncompleted requirements under any
  Insurance Policy.  No premiums are or will be payable under
  Insurance Policies after the Closing in respect of insurance
  provided for periods prior to the Closing Date.
  
  
  
                                         Page 18
  
  
  
  SECTION 2.20  Compliance with Laws.  Dynacor is not in
  violation of any order, judgment, injunction, award, citation,
  decree, consent decree or writ applicable to Dynacor
  (collectively, "Orders"), or any law, statute, code, ordinance,
  rule, regulation or other requirement (collectively, "Laws"), of
  any government or political subdivision thereof, whether
  federal, state, local or foreign, or any agency or
  instrumentality of any such government or political subdivision,
  or any court or arbitrator (collectively, "Governmental Bodies")
  affecting its Assets or the Business.
  
  SECTION 2.21  Permits.  Dynacor has obtained all licenses,
  permits, certificates, certificates of occupancy, orders,
  authorizations and approvals of (collectively, "Permits"), and
  have made all required registrations and filings with, any
  Governmental Body that are material to the conduct of the
  Business.  All Permits material to the Business are listed on
  Schedule 2.21 and are in full force and effect, no material
  violations are or have been recorded in respect of any Permit,
  and no proceeding is pending or, to the knowledge of Dynacor or
  the Shareholders, threatened to revoke or limit any Permit.  No
  Permit will terminate by reason of the Contemplated Transactions.
  
  SECTION 2.22  Environmental Matters. 
  
  (a)	Except as set forth in Schedule 2.22, there has been no
  manufacture, refining, storage, transport, disposal or treatment
  of Hazardous Substances by Dynacor (or, to the knowledge of
  Dynacor or the Shareholders, any predecessor in interest), or
  any Release at, on or under any Real Property by Dynacor or, to
  the knowledge of Dynacor or the Shareholders, by any other
  person, in violation of any Environmental Law or which would
  require remedial action under any Environmental Law and, to the
  knowledge of Dynacor or the Shareholders, none of the soil,
  ground water or surface water of such Real Property is or has
  been contaminated by any Release.
  
  (b)	Dynacor has not received any written (i) notice of any
  violation with respect to any Environmental Law, or (ii) notice
  of any prior, pending or threatened Regulatory Action or other
  Claim involving Dynacor or any present or former owner, lessee
  or operator of the Real Property.
  
  (c)	Except as set forth in Schedule 2.22, (i) there are no
  incinerators, septic tanks, underground tanks or cesspools
  located, or to the knowledge of Dynacor or the Shareholders,
  which have been located on, at or under the Real Properly, (ii)
  all sewage from the Real Property is discharged into a public
  sanitary sewer system, and (iii) to the knowledge of Dynacor or
  the Shareholders, there has been no Release by Dynacor into the
  atmosphere, any adjoining or adjacent body of water, or
  adjoining or adjacent property.  Dynacor has delivered to DHT
  copies of all environmental reports and all other written
  materials in the possession of Dynacor or the Shareholders
  regarding the environmental matters set forth in this Section
  2.22.
  
  SECTION 2.23  Finders Fees.  Except as otherwise set forth in
  Schedule 2.23, there is no investment banker, broker, finder or
  other intermediary which has been retained by or is authorized
  to act on behalf of any Shareholder or Dynacor who might be
  entitled to any fee or commission from Dynacor upon consummation
  of the Contemplated Transactions.  The Shareholders are solely
  responsible for payment of all fees and commissions of the type
  required to be set forth on Schedule 2.23 and at Closing, no
  claims will exist against the Surviving Corporation for any such
  fees or commissions.
  
  SECTION 2.24  Fees, Commissions and Royalties.  Dynacor has no
  relationships with any distributors, agents, employees or other
  representatives anywhere in the world which is entitled to fees,
  commissions, royalties or any other payments as a result of the
  sale of Dynacor's securities, products, services, or pursuant to
  its on going business, except as disclosed on Schedule 2.24.
  
  SECTION 2.25  FDA Regulation.  Except as provided in Schedule
  2.25, the Business as presently conducted by Dynacor complies
  with all applicable regulations promulgated by the United States
  Food and Drug Administration (the "FDA") when noncompliance may
  reasonably be expected to have a materially adverse effect on
  the properties, operation, business or financial condition of
  Dynacor.  
  
  
  
                                         Page 19
  
  
  SECTION 2.26  Software.  Dynacor has complete and exclusive
  right, title and interest in and to all tangible and intangible
  property rights existing in the software listed on Schedule 2.26
  (the "Software").  The Software has either been acquired or
  developed by Dynacor entirely through its own efforts for its
  own account and the Software is free and clear of all liens,
  claims, co-ownership rights of any kind or nature, encumbrances,
  or equities whatsoever of any third party except as set forth on
  Schedule 2.26.  The Software does not infringe upon any patent,
  copyright, or trade secret of any third party, is fully eligible
  for protection under applicable copyright law and has not been
  forfeited to the public domain, and the source code and system
  specifications for the Software have been maintained in
  confidence or when disclosed been subject to a confidentiality
  agreement.  All personnel, including employees, agents,
  consultants and contractors who have contributed to or
  participated in the conception and development of the Software
  either (i) have been party to a for-hire relationship with
  Dynacor that has accorded Dynacor full, effective and exclusive
  original ownership of all tangible and intangible property
  thereby arising with respect to the Software, or (ii) have
  executed appropriate instruments of assignment in favor of
  Dynacor as assignee that have conveyed to Dynacor full,
  effective and exclusive ownership of all tangible and intangible
  property thereby arising with respect to the Software.  There
  are no agreements or arrangements in effect with respect to the
  marketing, distribution, licensing or promotion of the Software
  by any independent salesperson, distributor, sublicensor or
  other remarketer or sales organization, or any escrow
  arrangements with any person regarding the Software, except as
  set forth on Schedule 2.26.  The Software performs substantially
  in accordance with all functional specifications and
  documentation with respect thereto.
  
  SECTION 2.27  Depositories; Powers of Attorney.  Schedule 2.27
  sets forth (i) the name of each bank or similar entity in which
  Dynacor has an account, lock box or safe deposit box and the
  names of all persons authorized to draw thereon or to have
  access thereto; and (ii) the name of each person holding a
  general or special power of attorney from Dynacor and a
  description of the terms thereof.
  
  SECTION 2.28  Certain Other Representations.  As of the date
  hereof and the Closing Date, (i) the aggregate backlog of
  contracted sales and installations, (ii) the annualized
  recurring maintenance and support revenue for existing
  customers, (iii) the annualized recurring maintenance and
  support for installation to be completed from existing contract
  backlog, and (iv) minimum working capital reserves, shall not be
  less than the respective amounts set forth on Schedule 2.28.  In
  addition total liabilities of Dynacor shall not be greater than
  the amount set forth on Schedule 2.28.
  
  SECTION 2.29  Third Party Software.  Schedule 2.29 sets forth a
  true and complete list of all Third Party Software.  Except as
  set forth in Schedule 2.29, no other Third Party Software is
  required, recommended or otherwise used in connection with the
  Software.  Dynacor has full authority and right to indefinitely
  use and utilize all Third Party Software and is not in any
  manner subject to payment of any ongoing fees, commissions or
  other expenses in connection therewith except as set forth in
  one or more Contracts identified on Schedule 2.13.
  
  SECTION 2.30  Disclosure.  Neither this Agreement, nor the
  Schedules hereto, or any audited or unaudited financial
  statements, documents or certificates furnished or to be
  furnished to DHT by or on behalf of Dynacor or any Shareholder
  pursuant to this Agreement contains any untrue statement of a
  material fact or omits to state a material fact necessary in
  order to make the statements contained herein or therein not
  misleading.  Notwithstanding any right of DHT to fully
  investigate the affairs of Dynacor nor any knowledge of facts
  determined or determinable by DHT pursuant to such
  investigation, DHT have the right to rely fully upon the
  representations, warranties, covenants and agreements of Dynacor
  and the Shareholders contained herein or listed or disclosed on
  any Schedule hereto or in any instrument delivered in connection
  herewith or any of the foregoing.
  
  SECTION 2.31  Board and Shareholder Approval.  The Board of
  Directors of Dynacor has pursuant to unanimous written consent
  (i) determined that the Merger is fair to and in the best
  interests of the Shareholders, (ii) approved the Merger, and
  (iii) resolved to recommend adoption of this Agreement and
  authorization of the Merger to the Shareholders.  No
  anti-takeover provisions under the Laws of Minnesota are
  applicable to the Contemplated Transactions.  The Shareholders
  shall have irrevocably waived any and all notice requirements
  under applicable law relating to the delivery of an agreement of
  merger prior to a stockholders' meeting for the purpose of
  voting in favor of the Merger.
  
  
  
                                         Page 20
  
  
  
                                ARTICLE 3
  
                 REPRESENTATIONS AND WARRANTIES OF DHT
  
  DHT represents and warrants to the Shareholders that:
  
  SECTION 3.1	Authority Relative to This Agreement.  DHT has full
  power and authority to execute and deliver this Agreement and
  each other Transaction Document to which it is a party and to
  consummate the Contemplated Transactions.  The execution and
  delivery of this Agreement and the consummation of the
  Contemplated Transactions to which DHT is a party have been duly
  and validly authorized and approved by the board of directors
  thereof and no other corporate proceedings on the part of DHT
  are necessary to authorize the execution and delivery by such
  party of this Agreement or the consummation of the Contemplated
  Transactions to which it is a party.  This Agreement has been
  duly and validly executed and delivered by DHT and (assuming the
  valid execution and delivery of this Agreement by the other
  parties hereto) constitutes the legal, valid and binding
  agreement of such party, enforceable against such party in
  accordance with its terms.
  
  SECTION 3.2	No Conflicts; Consents.  The execution, delivery
  and performance by DHT of this Agreement and each other
  Transaction Document to which it is a party and the consummation
  of the Contemplated Transactions to which it is a party will not
  (i) violate any provision of the Articles of Incorporation or
  by-laws of DHT (ii) require DHT to obtain any consent, approval
  or action of or waiver from, or make any filing with, or give
  any notice to, any Governmental Body or any other person, except
  as set forth in Schedule 3.2 (the "DHT Required Consents");
  (iii) if DHT Required Consents are obtained prior to the
  Closing, violate, conflict with or result in the breach or
  default under (after the giving of notice or the passage of
  time) or permit the termination of, any material Contract to
  which DHT is a party or by which either thereof or their
  respective Assets may be bound or subject; or (iv) if DHT
  Required Consents are obtained prior to the Closing, violate any
  Law or Order of any Governmental Body against, or binding upon,
  DHT or upon its respective assets or business.
  
  SECTION 3.3	Corporate Existence and Power.  DHT is a
  corporation duly organized, validly existing and in good
  standing under the laws of its state of incorporation and has
  all requisite corporate powers and all material governmental
  licenses, authorizations, consents and approvals required to
  carry on its business as now conducted.  DHT is duly qualified
  to do business as a foreign corporation and is in good standing
  in each jurisdiction where the character of the property owned
  or leased by it or the nature of its activities makes such
  qualification necessary, except for those jurisdictions where
  the failure to be so qualified would not, individually or in the
  aggregate, have a material adverse effect on the business, its
  Assets, financial condition or the results of operations of DHT
  taken as a whole.  
  
  SECTION 3.4	Finders Fees.  Except as set forth on Schedule 3.4,
  there is no investment banker, broker, finder or other
  intermediary which has been retained by or is authorized to act
  on behalf of DHT who might be entitled to any fee or commission
  from DHT upon consummation of the Contemplated Transactions.
  
  
                              ARTICLE 4
  
                      COVENANTS AND AGREEMENTS
  
  
  SECTION 4.1	Conduct of Business of Dynacor.
  
  (a)	From the date hereof through the Closing Date, Dynacor
  agrees, and the Shareholders agree to cause Dynacor to: (i)
  conduct its operations according to the ordinary and usual
  course of the Business consistent with past practice, (ii) use
  best efforts to preserve intact its present business
  organization, structure and personnel, (iii) use best efforts to
  preserve and maintain its Assets, Real Property and goodwill of
  the Business, (iv) use best efforts to preserve its
  relationships with customers and suppliers and others having
  business dealings with it, (v) provide DHT with weekly written
  or telephonic reports relating to Dynacor's business operations
  and with such information as DHT reasonably requests in writing,
  telephonically or at a meeting, (vi) carry insurance, 
  
  
  
                                         Page 21 
  
  
  
  including liability insurance, in character and amount in accordance
  with past custom and practice; (vii) notify DHT of any lawsuits,
  Claims, proceedings or investigations that are instituted
  against it, its officers or directors, or to their knowledge,
  threatened against Dynacor, its officers or directors, and
  (viii) use best efforts to comply with all material laws, rules,
  regulations and governmental authorities applicable to it and to
  the conduct of the Business.
  
  (b)	Except as otherwise specifically set forth on Schedule
  4.1(b), and other than in the ordinary course of the Business
  consistent with past practices, from the date hereof through the
  Closing Date, without the prior written consent of DHT, Dynacor
  will not, and the Shareholders will cause Dynacor not to: (i)
  change its articles of incorporation, bylaws or organizational
  structure; (ii) incur any debt or other financial obligations;
  (iii) sell, transfer, assign, mortgage, pledge, encumber or
  permit the creation of any lien or security interest with
  respect to, any of its Assets, Real Property or other
  properties; (iv) make any investments or expenditures, incur any
  Liabilities, enter into any Contracts or commitments, or
  otherwise undertake or assume any obligations which,
  individually or in the aggregate, exceed $5,000; (v) hire or
  terminate employees or contractors; (vi) modify, assign or
  hypothecate any existing material Contract; (vii) declare any
  dividends or make any distribution of Assets or cash with
  respect to its capital stock or any bonus or other incentive
  plans; (viii) authorize, issue, sell, restructure or exchange
  any Dynacor Debt or equity securities (including, without
  limitation, stock options or warrants); (ix) make loans,
  advances or prepayments or extend credit to any party; (x) sell,
  discount or factor any Receivables or enter into any similar
  arrangements; (xi) increase compensation payable or to become
  payable to any officer, shareholder, director, consultant, agent
  or employee or otherwise modify benefits payable to any of them;
  or (xii) pay, discharge, settle or satisfy any Claim or
  Liability; or (xiii) not to undertake (nor permit to be
  undertaken) any of the actions specified in Section 2.11.
  
  (c)	From the date hereof through the Closing Date, Dynacor and
  the Shareholders agrees that the affairs of Dynacor will be
  conducted in such a manner so that the representations and
  warranties of Dynacor and the Shareholders contained herein
  shall continue to be true and correct in all material respects
  on and as of the Closing Date as if made on and as of the
  Closing Date.
  
  (d)	From the date hereof through the Closing Date, Dynacor and
  the Shareholders agree that Dynacor will consult with DHT prior
  to any renewal, amendment, extension or termination of, waiver
  of any material right under, or any failure to renew, any
  Contract of the type required to be listed on Schedule 2.13 and
  will not take any such action if DHT objects thereto in writing.
  
  SECTION 4.2	Corporate Examinations and Investigations.  Prior
  to the Closing Date, Dynacor agrees that DHT shall be entitled,
  through its directors, officers, Affiliates, employees,
  attorneys, accountants, representatives, lenders, consultants
  and other agents (collectively, "Representatives") to make such
  investigation of the Assets, the Business and operations of
  Dynacor, and such examination of the books, records and
  financial condition of Dynacor, as DHT reasonably deems
  necessary in order to fully complete its investigations and
  examinations at least three (3) days prior to Closing, and
  Dynacor and the Shareholders shall cooperate fully therein.  In
  that connection, Dynacor and the Shareholders shall make
  available to the Representatives of DHT during such period all
  such information and copies of such documents and records
  concerning the affairs of Dynacor as such Representatives may
  reasonably request, shall permit the Representatives of DHT
  access to the Assets of Dynacor and all parts thereof and to
  their respective employees, customers, suppliers, Contractors
  and others, and shall cause Dynacor's representatives and agents
  to cooperate fully in connection with such review and
  examination.  No investigation by DHT shall diminish or obviate
  any of the representations, warranties, covenants or agreements
  of a Shareholder or Dynacor contained in this Agreement.
  
  SECTION 4.3	Filings and Authorizations; Taxes.  Dynacor and the
  Shareholders, on the one hand, and DHT on the other, shall file
  or supply, or cause to be filed or supplied, all notifications,
  reports and other information required to be filed or supplied
  by Law to effectuate the consummation of the Contemplated
  Transactions.  Dynacor and the Shareholders, on the one hand,
  and DHT on the other, shall cooperate with each other in
  connection with such filings and furnish each other with copies
  of such filings and any correspondence received from any
  Governmental Body in connection therewith.  The Shareholders
  will pay when due all
  
  
  
                                         Page 22
  
  
  
  Taxes imposed upon them or Dynacor by Law
  arising out of the Contemplated Transactions.  DHT will pay when
  due all Taxes imposed upon it by Law arising out of the
  Contemplated Transactions.  Dynacor and the Shareholders, on the
  one hand, and DHT, on the other, as promptly as practicable,
  shall make, or cause to be made, all filings and submissions
  under such Laws as are applicable to them or to their respective
  Affiliates, as may be required for them to consummate the
  Contemplated Transactions in accordance with the terms of this
  Agreement and shall furnish copies thereof to each other party
  prior to such filing and shall not make any such filing or
  submission to which DHT or the Requisite Shareholders, as the
  case may be, reasonably objects in writing.  All such filings
  shall comply in form and content in all material respects with
  applicable Law.
  
  SECTION 4.4	Efforts to Consummate.  Subject to the terms and
  conditions herein, each party hereto, without payment or further
  consideration, shall use its good faith efforts to take or cause
  to be taken all action and to do or cause to be done all things
  necessary, proper or advisable under applicable Laws, Permits
  and Orders to consummate and make effective, as soon as
  reasonably practicable, the Contemplated Transactions,
  including, but not limited to, the obtaining of all Required
  Consents, DHT Required Consents and Permits or consents of any
  third party, whether private or governmental, required in
  connection with such party's performance of such transactions
  and each party hereto shall cooperate with the other in all of
  the foregoing.  
  
  SECTION 4.5	Negotiations With Others.  From and after the date
  hereof, unless and until this Agreement shall have terminated in
  accordance with its terms, Dynacor and the Shareholders agree
  that none of them will directly or indirectly (i) solicit,
  engage in discussions or engage in negotiations with any person
  (other than DHT or any of its Affiliates) with respect to an
  Acquisition Proposal; (ii) provide information to any person
  (other than DHT or any of its Representatives) in connection
  with an Acquisition Proposal; or (iii) enter into any
  transaction with any person (other than DHT or any of its
  Affiliates) with respect to an Acquisition Proposal.  If any
  Shareholder, Dynacor or any representative thereof receives any
  offer or proposal to enter into discussions or negotiations
  relating to any of the above, Dynacor and the Shareholders will
  immediately notify DHT in writing as to the identity of the
  offeror or the party making any such proposal and the specific
  terms of such offer or proposal.
  
  SECTION 4.6	Notices of Certain Events.  Prior to the Closing
  Date, each of Dynacor and the Shareholders, on the one hand, and
  DHT, on the other, shall promptly notify the other of:
  
  (a)	any notice or other communication received from an person
  alleging that the consent of such person is or may be required
  in connection with the Contemplated Transactions;
  
  (b)	any notice or other communication received from any
  Governmental Body in connection with the Contemplated
  Transactions; 
  
  (c)	any event, condition or circumstance occurring from the
  date hereof through the Closing Date that would constitute a
  violation or breach of any representation or warranty, whether
  made as of the date hereof or as of the Closing Date, or that
  would constitute a violation or breach of any covenant of any
  party contained in this Agreement; and
  
  (d)	any event, condition or circumstance occurring from the
  date hereof through the Closing Date that may have a material
  adverse effect on the Condition of the Business.
  
  SECTION 4.7	Public Announcements.  Prior to the Closing Date,
  Dynacor and the Shareholders will consult with DHT before
  issuing any press release or otherwise making any public
  statement with respect to the Contemplated Transactions, and
  will not issue any such press release or make any such public
  statement without the prior approval of DHT, except as may be
  required by applicable Law in which event DHT shall have the
  right to review and comment upon any such press release or
  public statement prior to its issuance.
  
  SECTION 4.8	Confidentiality.
  
  (a)	DHT shall hold in strict confidence, and shall use its
  best efforts to cause all its Representatives to hold in strict
  confidence, unless compelled to disclose by judicial or
  administrative process, or by other requirements of law, all
  information concerning the Shareholders and Dynacor which it has
  obtained from
  
  
  
                                         Page 23
  
  
  Dynacor, the Shareholders or their representatives
  prior to, on or after the date hereof in connection with the
  Contemplated Transactions, and DHT shall not use or disclose to
  others, or permit the use of or disclosure of, any such
  information so obtained, and will not release or disclose such
  information to any other person, except to its Representatives
  who need to know such information in connection with this
  Agreement and who shall be advised of the provisions of this
  Section 4.8.  The foregoing provision shall not apply to any
  such information to the extent (i) known by DHT prior to the
  date such information was provided to such party in connection
  with the Contemplated Transactions, (ii) made known to DHT from
  a third party not in breach of any confidentiality requirement,
  or (iii) made public through no fault of DHT or any of its
  Representatives.
  
  (b)	If the Contemplated Transactions are not consummated and
  if requested by the Requisite Shareholders, DHT shall return to
  the Shareholders all tangible evidence of such information
  regarding the Shareholders and Dynacor.
  
  SECTION 4.9	Expenses.  Except as otherwise specifically
  provided in this Agreement, DHT and Dynacor shall bear their
  respective expenses.  DHT will bear its own expenses and Dynacor
  will bear the expenses of Dynacor, in each case, incurred in
  connection with the preparation, execution and performance of
  this Agreement and the transactions contemplated hereby,
  including, without limitation, all fees and expenses of their
  respective representatives.
  
  SECTION 4.10  Special Meeting.  As soon as practicable (but in
  no event later than ten days following the execution and
  delivery hereof) following execution and delivery of the
  Agreement, Dynacor and the Shareholders shall cause to be
  convened a duly called and held special meeting or will take
  action by unanimous written consent (the "Meeting") of the
  Shareholders to vote to approve the Merger and to take any other
  actions required by the Shareholders under the laws of
  Minnesota, other applicable Law or the Articles of Incorporation
  or Bylaws of Dynacor, to approve the Contemplated Transactions. 
  At such meeting, each Shareholder will vote his or her Shares in
  favor of the Merger and the other Contemplated Transactions.
  
  SECTION 4.11  Merger Claims.  If, prior to the Closing, any
  Merger Claim is commenced, the Shareholders will bear all of the
  expenses (including reasonable counsel fees and expenses)
  incurred in defending or investigating such Claim and Dynacor
  and the Shareholders will each use its or his best efforts to
  cause such Claim to be dismissed (without the incurrence of
  Liability by Dynacor thereby) prior to the Closing.  Dynacor and
  the Shareholders will give DHT (i) immediate notice of the
  commencement of any Merger Claim and (ii) subject to the
  provisions of Article 6, the opportunity to participate in all
  negotiations and proceedings in connection therewith.
  
  SECTION 4.12  Certain Renewals.  With respect to each Permit
  required to be listed on Schedule 2.21 which may expire prior to
  the Closing Date, Dynacor shall (i) timely file with the
  appropriate Governmental Bodies applications for renewal of each
  such Permit (the "Applications"), (ii) deliver to DHT true and
  complete copies of such Applications, (iii) diligently prosecute
  such Applications to conclusion, and (iv) cooperate fully with
  all Governmental Bodies in the processing of such Applications.
  
  SECTION 4.13  Registration of Rights.  DHT shall grant to the
  Shareholders certain incidental or "piggy-back" registration
  rights with respect to the DHT common stock representing Merger
  Consideration in accordance with the terms of a certain
  Registration Rights Agreement to be delivered at Closing, the
  form of which is attached hereto as Exhibit 4.13.
  
  SECTION 4.14  Dynacor Employee Options.  DHT shall make
  available (as and when approved by the shareholders of DHT) to
  key Dynacor employees (other than Shareholders owning 10% or
  more of Dynacor) an aggregate pool of 60,000 shares of DHT
  common stock pursuant to the terms and conditions of the DHT
  1993 incentive stock option plan.
  
  
  
                               Page 24
  
  
  
  
                              ARTICLE 5
  
                       CONDITIONS TO CLOSING
  
  SECTION 5.1	Conditions to the Obligations of the Parties.  The
  obligations of Dynacor and the Shareholders, on the one hand,
  and DHT on the other, to consummate the Contemplated
  Transactions are subject to the satisfaction of the following
  conditions, which, in the case of Section 5.1(b), may be waived
  by DHT and the Requisite Shareholders:
  
  (a)	No Injunction.  No provision of any applicable Law and no
  Order shall prohibit the consummation of the Contemplated
  Transactions.
  
  (b)	No Proceeding or Litigation.  No Claim (other than Claims
  for appraisal rights of Dissenting Shareholders) instituted by
  any person, shall have been commenced or pending against a
  Shareholder, Dynacor or DHT or any of their respective
  Affiliates, officers or directors which Claim seeks to restrain,
  prevent, change or delay in any material respect the
  Contemplated Transactions or seeks to challenge any of the
  material terms or provisions of this Agreement or seeks material
  damages in connection with any of such transactions.
  
  SECTION 5.2	Conditions to the Obligations of the Shareholders
  and Dynacor.  All obligations of the Shareholders and Dynacor
  hereunder are subject, at the option of the Requisite
  Shareholders, to the fulfillment prior to or at the Closing of
  each of the following further conditions:
  
  (a)	Performance.  DHT shall have performed and complied in all
  material respects with all agreements, obligations and covenants
  required by this Agreement to be performed or complied with by
  it at or prior to the Closing Date.
  
  (b)	Representations and Warranties.  The representations and
  warranties of DHT contained in this Agreement and in any
  certificate or other writing delivered by DHT pursuant hereto
  shall be true in all material respects at and as of the Closing
  Date as if made at and as of such time.
  
  (c)	Merger.  The Florida Articles of Merger shall have been
  duly executed by the Surviving Corporation and DHT shall have
  tendered to the Shareholders that portion of the Merger
  Consideration payable at the Closing in accordance with the
  terms of this Agreement.  
  
  (d)	DHT Required Consents.  All material DHT Required Consents
  shall have been obtained.
  
  (e)	Documentation.  There shall have been delivered to Dynacor
  and the Shareholders the following:
  
      (i)	A certificate, dated the Closing Date, of the President
  or any Vice President of DHT confirming the matters set forth in
  Section 5.2(a) and (b) hereof.
      (ii)	A certificate, dated the Closing Date, of the Secretary
  or Assistant Secretary of DHT certifying, among other things,
  that attached or appended to such certificate (A) is a true and
  correct copy of its Articles of Incorporation and all amendments
  if any thereto as of the date thereof; (B) is a true and correct
  copy of its By-laws as of the date hereof, (C) is a true copy of
  all corporate actions taken by it, including resolutions of its
  board of directors authorizing the execution, delivery and
  performance of this Agreement, and each other document to be
  delivered by such party pursuant hereto; and (D) are the names
  and signatures of its duly elected or appointed officers who are
  authorized to execute and deliver this Agreement and any
  certificate, document or other instrument in connection herewith.
      (iii)	Evidence of the good standing and corporate existence
  of DHT reasonably requested by Dynacor or the Requisite
  Shareholders.
  
  
  
                                         Page 25
  
  
      (iv)	A signed opinion of DHT's counsel, dated the Closing
  Date and addressed to the Shareholders, substantially in the
  form of opinion annexed as Exhibit 5.2C hereto.
      (v)	Copies of all DHT Required Consents.
  
  (f)	Employment Agreements.  DHT shall have executed and
  delivered Employment Agreements substantially in the form of
  Exhibit 5.2A with the following Shareholders:  Craig T. Arneson,
  Richard D. Hausten and Robert R. Harris.
  
  (g)	Stock Option Agreements.  DHT shall have executed and
  delivered Stock Option Agreements substantially in the form
  attached hereto as Exhibit 5.2B with Craig T. Arneson, Richard
  D. Hausten, Robert R. Harris.
  
  SECTION 5.3	Conditions to the Obligations of DHT.  All
  obligations of DHT hereunder are subject, at the option of DHT,
  to the fulfillment prior to or at the Closing of each of the
  following further conditions:
  
  (a)	Performance.  Each of Dynacor and the Shareholders shall
  have performed and complied in all material respects with all
  agreements, obligations and covenants required by this Agreement
  to be performed or complied with by it, him or her at or prior
  to the Closing Date.
  
  (b)	Representations and Warranties.  The representations and
  warranties of Dynacor and the Shareholders contained in this
  Agreement and in any certificate or other writing delivered by
  Dynacor and the Shareholders pursuant hereto shall be true in
  all material respects at and as of the Closing Date as if made
  at and as of such time.
  
  (c)	Environmental Matters.  DHT shall not have received an
  environmental report from an environmental consultant regarding
  the Real Property stating that the representations in Article 2
  with respect to environmental matters are inaccurate in any
  material respect.
  
  (d)	Required Consents.  All Required Consents shall have been
  obtained.
  
  (e)	Dynacor 401(k) Plan.  Dynacor's existing 401(k) plan shall
  have been frozen prior to the Closing Date.
  
  (f)	Dynacor Employment Agreements.  Except as set forth on
  Schedule 5.3(e), all existing employment agreements, together
  with any and all amendments thereto, between Dynacor and any of
  its employees (including, without limitation, all phantom stock,
  bonus, incentive, severance or other compensation agreements)
  shall be terminated prior to Closing.
  
  (g)	Shareholder Approval.  This Agreement and the Merger shall
  have been approved and adopted by no less than 100% of the
  Shareholders entitled to vote thereon at the Meeting and the
  Florida Articles of Merger and the Minnesota Articles of Merger
  shall have been duly filed.
  
  (h)	Schedules.  All schedules not delivered to DHT upon
  execution hereof, and all updates to schedules delivered upon
  execution hereof, shall have been delivered prior to Closing and
  accepted and agreed to by DHT at its sole discretion.
  
  (i)	Documentation.  There shall have been delivered to DHT the
  following:
      (i)	A certificate dated the Closing Date of Dynacor and each
  Shareholder confirming the matters relating to it set forth in
  Sections 5.3(a) and (b).
      (ii)	A certificate, dated the Closing Date, of the President
  and Secretary of Dynacor 
  
  
                                         Page 26
  
  
  certifying, among other things, that
  attached or appended to such certificate (A) is a true and
  correct copy of its Articles of Incorporation and all amendments
  if any thereto as of the date thereof; (B) is a true and correct
  copy of its By-laws as of the date hereof; (C) is a true copy of
  all corporate actions taken by it, including resolutions of its
  board of directors authorizing the execution, delivery and
  performance of this Agreement, and each other document to be
  delivered by such party pursuant hereto; and (D) are the names
  and signatures of its duly elected or appointed officers who are
  authorized to execute and deliver this Agreement and any
  certificate, document or other instrument in connection herewith.
      (iii)	Evidence of the good standing and corporate existence
  of Dynacor reasonably requested by DHT.
      (iv)	The resignations, dated on or before the Closing Date,
  of each director and officer of Dynacor.
      (v)	A signed opinion of Dynacor's and the Shareholders'
  counsel, dated the Closing Date, addressed to DHT, substantially
  in the form of the opinion annexed as Exhibit 5.3A hereto.
      (vi)	Copies of all Required Consents and Permits. 
      (vii)	An executed general release by each Shareholder in
  favor of Dynacor substantially in the form of Exhibit 5.3B
  hereto.
      (viii)	An executed estoppel certificate and consent to
  assignment of Lease from the landlord under the Lease
  substantially in the form of Exhibit 5.3C hereto.
      (ix)	An executed copy of the Escrow Agreement.
      (x)	Executed employment agreements with Craig T. Arneson,
  Richard D. Hausten and Robert R. Harris, fully executed copies
  of which shall be attached hereto at Closing as Exhibit 5.3D.
      (xi)	Possession and control of the Assets of Dynacor
  (including all corporate books, seals, bank accounts, records
  and documents).
  
  
                            ARTICLE 6
  
                         INDEMNIFICATION
  
  SECTION 6.1	Survival of Representations and Warranties.
  
  (a)	Notwithstanding any right of DHT fully to investigate the
  affairs of Dynacor and notwithstanding any knowledge of facts
  determined or determinable by DHT pursuant to such investigation
  or right of investigation, DHT has the right to rely fully upon
  the representations, warranties, covenants and agreements of
  Dynacor and the Shareholders contained in this Agreement, or
  listed or disclosed on any Schedule hereto or in any instrument
  delivered in connection with or pursuant to any of the
  foregoing.  All such representations, warranties, covenants and
  agreements shall survive the execution and delivery of this
  Agreement and the Closing hereunder.  Notwithstanding the
  foregoing, all representations and warranties of Dynacor and the
  Shareholders contained in this Agreement, on any Schedule hereto
  or in any instrument delivered in connection with or pursuant to
  this Agreement, the indemnification obligations of the
  Shareholders in respect of the matters specified in clauses (i)
  and (ii) of Section 6.2 shall terminate and expire 18 months
  after the Closing Date; provided, however, that the liability of
  the Shareholders shall not terminate as to any specific claim or
  claims of the type referred to in Section 6.2 hereof, whether or
  not fixed as to liability or liquidated as to amount, with
  respect to which such Shareholders have been given specific
  notice on or prior to the date on which such liabilities would
  otherwise terminate pursuant to the terms of this Section 6.1. 
  Notwithstanding the foregoing, the Shareholders
  
  
   
                                      Page 27
  
  
  acknowledge that their obligation to indemnify DHT and the 
  Surviving Corporation with respect to any Excluded Tax Liabilities,
  Environmental Liabilities and Merger Claims shall survive the Closing 
  until the expiration of any applicable statute of limitations with
  respect thereto, and such obligation shall not be affected by
  the expiration of any representation and warranty of Dynacor or
  the Shareholders under this Section 6.1(a).
  
  (b)	All representations, warranties, covenants and agreements
  of DHT shall terminate and expire 18 months after the Closing
  Date, provided, however, that the liability of DHT shall not
  terminate as to any specific claim or claims of the type
  referred to in Section 6.3 hereof, whether or not fixed as to
  liability or liquidated as to amount, with respect to which DHT
  has been given specific notice on or prior to the date on which
  such Liability would otherwise terminate pursuant to the terms
  of this Section 6.1(b).
  
  SECTION 6.2	Obligation of the Shareholders to Indemnify. 
  Subject to the provisions of Section 6.5, each Shareholder,
  jointly and severally agrees to indemnify, defend and hold
  harmless DHT and the Surviving Corporation (and their respective
  directors, officers, employees, Affiliates, successors and
  assigns) from and against all Claims, losses, liabilities,
  damages, deficiencies, judgments, settlements, costs of
  investigation or other expenses (including interest, penalties
  and reasonable attorneys' fees and disbursements and expenses
  incurred in enforcing this indemnification) (collectively, the
  "Losses") suffered or incurred by DHT or the Surviving
  Corporation or any of the foregoing persons arising out of (i)
  any breach of the representations and warranties of Dynacor or
  the Shareholders contained in this Agreement or in the Schedules
  or any Transaction Document, (ii) any breach of the covenants
  and agreements of Dynacor or the Shareholders contained in this
  Agreement or in the Schedules or any Transaction Document, (iii)
  any Environmental Liabilities, (iv) any Merger Claims and (v)
  any Excluded Tax Liabilities.
  
  SECTION 6.3	Obligation of DHT to Indemnify.  DHT agrees to
  indemnify, defend and hold harmless each Shareholder (and any
  director, officer, employee, Affiliate or successors and assigns
  of any thereof) from and against any Losses suffered or incurred
  by such Shareholder or any of the foregoing persons arising out
  of any breach of the representations and warranties of DHT or of
  the covenants and agreements of DHT contained in this Agreement
  or in the Schedules or any Transaction Documents. 
  
  SECTION 6.4	Notice and Opportunity to Defend Third Party Claims.
  
  (a)	Promptly after receipt by any party hereto (the
  "Indemnitee") of notice of any demand, claim, circumstance or
  Tax Audit which would or might give rise to a claim or the
  commencement (or threatened commencement) of any action,
  proceeding or investigation (an "Asserted Liability") that may
  result in a Loss, the Indemnitee shall give prompt notice
  thereof (the "Claims Notice") to the party or parties obligated
  to provide indemnification pursuant to Section 6.2 or 6.3
  (collectively, the "Indemnifying Party").  The Claims Notice
  shall describe the Asserted Liability in reasonable detail and
  shall indicate the amount (estimated, if necessary, and to the
  extent feasible) of the Loss that has been or may be suffered by
  the Indemnitee.  The rights of the Indemnifying Party to defend
  Asserted Liabilities under Section 6.4(b) in the case of
  Asserted Liabilities against Dynacor or the Shareholders shall
  be exercised by the Requisite Shareholders.
  
  (b)	The Indemnifying Party may elect to defend, at its own
  expense and with its own counsel, any Asserted Liability unless
  (i) the Asserted Liability seeks an injunction or other
  equitable or declaratory relief against the Indemnitee or (ii)
  the Indemnitee shall have reasonably concluded that there is a
  conflict of interest between the Indemnitee and the Indemnifying
  Party in the conduct of such defense.  If the Indemnifying Party
  elects to defend such Asserted Liability, it shall within thirty
  (30) days (or sooner, if the nature of the Asserted Liability so
  requires) notify the Indemnitee of its intent to do so, and the
  Indemnitee shall cooperate, at the expense of the Indemnifying
  Party, in the defense of such Asserted Liability.  If the
  Indemnifying Party elects not to defend the Asserted Liability,
  is not permitted to defend the Asserted Liability by reason of
  the first sentence of this Section 6.4(b), fails to notify the
  Indemnitee of its election as herein provided or contests its
  obligation to indemnify under this Agreement with respect to
  such Asserted Liability, the Indemnitee may pay, compromise or
  defend such Asserted Liability at the sole cost and expense of
  the Indemnifying Party.  Notwithstanding the foregoing, neither
  the Indemnifying Party nor the Indemnitee may settle or
  compromise any claim over the reasonable written objection of
  the other, provided that the Indemnitee may settle or compromise
  any claim as to 
  
  
  
                                         Page 28
  
  
  
  which the Indemnifying Party has failed to
  notify the Indemnitee of its election under this Section 6.4(b)
  or as to which the Indemnifying Party is contesting its
  indemnification obligations hereunder and provided further, that
  if any Indemnitee shall fail to consent to the monetary terms of
  any proposed settlement or compromise of any Asserted Liability,
  the Indemnifying Party shall not thereafter be obligated to pay
  the Indemnitee in respect of such Asserted Liability under this
  Article 6 in excess of the amount it would have been required to
  pay to the Indemnitee in connection with such proposed
  settlement or compromise.  In any event, the Indemnitee and the
  Indemnifying Party may participate, at their own expense, in the
  defense of any Asserted Liability.  If the Indemnifying Party
  chooses to defend any Asserted Liability, the Indemnitee shall
  make available to the Indemnifying Party any books, records or
  other documents within its control that are necessary or
  appropriate for such defense.  Any Losses of any Indemnitee for
  which indemnification is available hereunder shall be paid
  within thirty (30) days following written demand therefor.
  
  SECTION 6.5	Limits on Indemnification.  Notwithstanding
  anything contained in this Article 6 to the contrary, the
  Shareholders shall not have any obligation to indemnify DHT or
  the Surviving Corporation pursuant to Section 6.2 hereof with
  respect to any Losses specified therein unless and until DHT and
  the Surviving Corporation shall have incurred Losses in an
  aggregate amount in excess of $25,000, in which event DHT and
  the Surviving Corporation shall be entitled to be indemnified
  for all of their Losses.  
  
  SECTION 6.6	Adjustment.  It is the intent of the parties that
  any amounts paid under Sections 6.2 or 6.3 shall represent an
  adjustment of the Merger Consideration and the parties will
  report such payments consistent with such intent.  Nevertheless,
  if any payment pursuant to Section 6.2 or 6.3 hereof would be
  treated by any Tax Authority as other than a Merger
  Consideration adjustment and would, on that basis, be includable
  in the gross income of the Indemnitee that is reported to such
  Tax Authority, then such payment shall be increased by the
  amount necessary so that the Indemnitee is fully and completely
  indemnified on an after-tax basis.  For purposes of this
  Agreement, the term "Losses" shall be calculated after taking
  into account the receipt of any and all insurance proceeds.
  
  
                                 ARTICLE 7
  
                                TERMINATION
  
  SECTION 7.1	Termination.  This Agreement may be terminated and
  the Contemplated Transactions may be abandoned at any time prior
  to the Closing:
  
  (a)	By mutual written consent of the Requisite Shareholders
  and DHT;
  
  (b)	By the Requisite Shareholders if (i) there has been a
  material misrepresentation or breach of warranty on the part of
  DHT in the representations and warranties contained herein and
  such material misrepresentation or breach of warranty, if
  curable, is not cured within thirty (30) days after written
  notice thereof from the Requisite Shareholders, or (ii) DHT has
  committed a material breach of any covenant imposed upon it
  hereunder and fails to cure such breach within thirty (30) days
  after written notice thereof from the Requisite Shareholders.
  
  (c)	By DHT, if (i) there has been a material misrepresentation
  or breach of warranty on the part of Dynacor or any Shareholder
  in the representations and warranties contained herein and such
  material misrepresentation or breach of warranty, if curable, is
  not cured within thirty (30) days after written notice thereof
  from DHT, (ii) Dynacor or any Shareholder has committed a
  material breach of any covenant imposed upon it or him hereunder
  and fails to cure such breach within thirty (30) days after
  written notice thereof from DHT, or (iii) any condition to DHT's
  obligations hereunder becomes incapable of fulfillment through
  no fault of DHT and is not waived by DHT.
  
  (d)	By the Requisite Shareholders or by DHT, if there shall be
  any Law that makes consummation of the Contemplated Transactions
  illegal or otherwise prohibited, or if any Order enjoining Dynacor
  
  
  
                                         Page 29
  
  
  
  
  from consummating the Contemplated Transactions is
  entered and such Order shall have become final and
  nonappealable; and
  
  (e)	By either the Requisite Shareholders or DHT if the Closing
  shall not have occurred on or prior to June 30, 1997, provided
  if so terminated by the Requisite Shareholders, the conditions
  specified in Section 7.1(b), above shall have been satisfied on
  the date of termination, or, if terminated by DHT, the
  conditions specified in Section 7.1(c) shall have been satisfied
  on the date of termination.
  
  SECTION 7.2	Effect of Termination; Right to Proceed.  In the
  event that this Agreement shall be terminated pursuant to
  Section 7.1, all further obligations of the parties under the
  Agreement shall terminate without further liability of any party
  hereunder except (i) to the extent that a party has made a
  material misrepresentation hereunder or committed a breach of
  the material covenants and agreements imposed upon it hereunder,
  (ii) to the extent that any condition to a party's obligations
  hereunder became incapable of fulfillment because of the breach
  by a party of its obligations hereunder, (iii) that the
  agreements contained in Sections 4.7, 4.8 and 4.9 shall survive
  the termination hereof.  In the event that a condition precedent
  to its obligation is not met, nothing contained herein shall be
  deemed to require any party to terminate this Agreement, rather
  than to waive such condition precedent and proceed with the
  Contemplated Transactions.
  
  
                                  ARTICLE 8
  
                                MISCELLANEOUS
  
  SECTION 8.1	Notices.
  
  (a)	Any notice or other communication required or permitted
  hereunder shall be in writing and shall be delivered personally
  by hand or by recognized overnight courier, telecopied or mailed
  (by registered or certified mail, postage prepaid) as follows:
      (i) 	If to DHT, one copy to:
           Dynamic Healthcare Technologies, Inc.
           101 Southhall Lane, Suite 210
           Maitland, FL  32751
           Attention:  Mitchel J. Laskey, President and CEO
           Fax:  (407) 875-9915
  
           with a copy to:
           Cohen, Berke, Bernstein, 
           Brodie & Kondell, P.A.
           2601 South Bayshore Drive, 19th Floor
           Miami, FL  33133
           Attention:  Richard N. Bernstein, Esq.
           Fax:  (305) 857-0857
  
      (ii)	If to Dynacor, one copy to:
           Dynacor, Inc.
           7300 W. 147th Street
           Apple Valley, Minnesota 55124
           Attention:  Craig T. Arneson, President 
           Fax:  (612) 431-4989
  
  
  
  
                                          Page 30
  
  
  
           with a copy to:
           Severson, Sheldon, Daugherty & Molenda, P.A.
           7300 W. 147th Street, Suite 600
           Apple Valley, Minnesota 55124
           Attention:  Larry S. Severson, Esq.
           Fax:  (612) 432-3780
  
      (iii)	If to the Shareholders, one copy to the addresses
  listed on Schedule 2.1.
  
  (b)	Each such notice or other communication shall be effective
  (i) if given by telecopier, when such telecopy is transmitted to
  the telecopier number specified in Section 8.1(a) (with
  confirmation of transmission; provided, however, that if such
  confirmation is received later than 5 p.m., notice shall be
  effective on the next following business day) or (ii) if given
  by any other means, when delivered at the address specified in
  Section 8.1(a).  Any party by notice given in accordance with
  this Section 8.1 to the other party may designate another
  address (or telecopier number) or person for receipt of notices
  hereunder.  Notices by a party may be given by counsel to such
  party.
  
  SECTION 8.2	Entire Agreement.  This Agreement (including the
  Schedules and Exhibits hereto) and the collateral agreements
  executed in connection with the consummation of the Contemplated
  Transactions contain the entire agreement between the parties
  with respect to the subject matter hereof and related
  transactions and supersede all prior agreements, written or
  oral, with respect thereto.
  
  SECTION 8.3	Waivers and Amendments; Non-Contractual Remedies;
  Preservation of Remedies.  This Agreement may be amended,
  superseded, canceled, renewed or extended only by a written
  instrument signed by the Requisite Shareholders and DHT.  The
  provisions hereof may be waived in writing by the Requisite
  Shareholders and DHT.  No delay on the part of any party in
  exercising any right, power or privilege hereunder shall operate
  as a waiver thereof, nor shall any Waiver on the part of any
  party of any such right, power or privilege, nor any single or
  partial exercise of any such right, power or privilege, preclude
  any further exercise thereof or the exercise of any other such
  right, power or privilege.  Except as otherwise provided herein,
  the rights and remedies herein provided are cumulative and are
  not exclusive of any rights or remedies that any party may
  otherwise have at law or in equity.
  
  SECTION 8.4	Governing Law; Venue.  This Agreement shall be
  governed and construed in accordance with the laws of the State
  of Florida applicable to agreements made and to be performed
  entirely within such State, without regard to the conflict of
  law rules thereof.  Venue with respect to any disputes arising
  in connection herewith shall be Orange County, Florida.
  
  SECTION 8.5	Binding Effect; No Assignment.  This Agreement and
  all of its provisions, rights and obligations shall be binding
  upon and shall inure to the benefit of the parties hereto and
  their respective successors, heirs and legal representatives. 
  This Agreement may not be assigned (including by operation of
  Law) by a party without the express written consent of DHT (in
  the case of assignment by Dynacor or any Shareholder) or the
  Requisite Shareholders (in the case of assignment by DHT) and
  any purported assignment, unless so consented to, shall be void
  and without effect.  Nothing herein express or implied is
  intended or shall be construed to confer upon or to give anyone
  other than the parties hereto and their respective heirs, legal
  representatives and successors any rights or benefits under or
  by reason of this Agreement and no other party shall have any
  right to enforce any of the provisions of this Agreement.
  
  SECTION 8.6	Exhibits.  All Exhibits and Schedules attached
  hereto are hereby incorporated by reference into, and made a
  part of, this Agreement.
  
  SECTION 8.7	Severability.  If any provision of this Agreement
  for any reason shall be held to be illegal, invalid or
  unenforceable, such illegality shall not affect any other
  provision of this Agreement, but this Agreement shall be
  construed as if such illegal, invalid or unenforceable provision
  had never been included herein.
  
  
  
                                       Page 31
  
  
  
  
  SECTION 8.8	Counterparts.  The Agreement may be executed in any
  number of counterparts, each of which shall be deemed to be an
  original as against any party whose signature appears thereon,
  and all of which shall together constitute one and the same
  instrument.  This Agreement shall become binding when one or
  more counterparts hereof, individually or taken together, shall
  bear the signatures of all of the parties reflected hereon as
  the signatories.
  
  SECTION 8.9	Third Parties.  Except as specifically set forth or
  referred to herein, nothing herein express or implied is
  intended or shall be construed to confer upon or give to any
  person other than the parties hereto and their permitted
  successors or assigns, any rights or remedies under or by reason
  of this Agreement or the Contemplated Transactions.
  
  
                          ARTICLE 9
  
                         DEFINITIONS
  
  SECTION 9.1	Definitions.  The following terms, as used herein,
  have the following meanings:
  
      "Acquisition Proposal" shall mean any proposal for the
  acquisition of, or merger or other business combination
  involving Dynacor or the sale of the Shares or the sale of any
  equity interest in, or the Business or any Assets of, Dynacor
  (except in the ordinary course), other than the transactions
  contemplated by this Agreement.
  
  
  
      "Affiliate" of any person means any other person directly or
  indirectly through one or more intermediary persons,
  controlling, controlled by or under common control with such
  person.
  
      "Agreement" or "this Agreement" shall mean, and the words
  "herein", "hereof" and "hereunder" and words of similar import
  shall refer to, this agreement as it from time to time may be
  amended.
  
      "Articles of Incorporation" shall mean, in the case of any
  corporation, the certificate of incorporation, articles of
  incorporation or charter of a corporation, howsoever denominated
  under the laws of the jurisdiction of its incorporation.
  
      "Assets" shall mean properties, rights, interests and assets
  of every kind, real, personal or mixed, tangible and intangible,
  used or usable in the Business.
  
      The term "audit" or "audited" when used in regard to financial
  statements shall mean an examination of the financial statements
  by a firm of independent certified public accountants in
  accordance with generally accepted auditing standards for the
  purpose of expressing an opinion thereon.
  
      "Business" shall mean the ownership and operation of the
  Assets comprising the business operations of Dynacor.  
  
      "Contract" shall mean any contract, agreement, indenture,
  note, bond, lease, conditional sale contract, mortgage, license,
  franchise, instrument, commitment or other binding, arrangement,
  whether written or oral.
  
      "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
      The term "control", with respect to any person, shall mean the
  power to direct the management and policies of such person,
  directly or indirectly, by or through stock ownership, agency or
  otherwise, or pursuant to or in connection with an agreement,
  arrangement or understanding (written or oral) with one or more
  other persons by or through stock ownership, agency or
  otherwise; and the terms "controlling"  and "controlled" shall
  
  
  
                                          Page 32
  
  
  
  have meanings correlative to the foregoing.
  
      "Deferred Compensation Liabilities" shall mean all payments
  required to be made by Dynacor under any Employee Benefit Plan.
  
      "Dynacor Debt" shall mean (i) money borrowed by Dynacor from
  any person; (ii) any indebtedness of Dynacor arising under
  leases required to be capitalized under GAAP or evidenced by a
  note, bond, debenture or similar instrument; (iii) any
  indebtedness of Dynacor arising under purchase money obligations
  or representing the deferred purchase price of property and
  services (other than current trade payables incurred in the
  ordinary course of the Business) and (iv) any Liability of
  Dynacor under any guaranty, letter of credit, performance credit
  or other agreement having the effect of assuring a creditor
  against loss.
  
      "Environmental Laws" shall mean any federal, state or local
  statute, ordinance or promulgated rule or regulation, any
  judicial or administrative order or judgment applicable to
  Dynacor (whether or not by consent), any duties imposed by
  common law and any provision or condition of any permit, license
  or other operating authorization, in each case as in effect as
  of the date of this Agreement and relating to (a) the protection
  of (i) the environment or (ii) the public welfare from actual or
  potential exposure (or the effects of exposure) to any actual or
  potential release, discharge, disposal or emission (whether past
  or present) of any Hazardous Substance, or (b) the manufacture,
  processing, distribution, use, treatment, storage, disposal,
  transport or handling, of any Hazardous Substance.
  
      "Environmental Liabilities" shall mean any and all Liabilities
  of the Shareholders, Dynacor (or the Surviving Corporation)
  arising out of (i) Claims by third parties made under
  Environmental Laws or (ii) remedial action required by
  Environmental Laws, in each case, to the extent arising out of
  events, transactions, facts or circumstances occurring or
  existing on or prior to the Closing Date.
  
      "ERISA" shall mean the Employee Retirement Income Security Act
  of 1974, as amended.
  
      "Excluded Tax Liabilities" shall mean any and all Liabilities
  for Taxes (other than Tax Liabilities arising out of the
  Contemplated Transactions that are payable by DHT or the
  Surviving Corporation hereunder) that are payable by the
  Shareholders or Dynacor pursuant to the terms of this Agreement
  or pursuant to Law or that are payable by the Shareholders,
  Dynacor (or the Surviving Corporation) arising out of events,
  transactions, facts or circumstances occurring or existing on or
  prior to the Closing Date.
  
      "GAAP" shall mean generally accepted accounting principles in
  effect on the date hereof as set forth in the opinions and
  pronouncements of the Accounting Principles Board of the
  American Institute of Certified Public Accountants and
  statements and pronouncements of the Financial Accounting
  Standards Board or in such other statements by such other entity
  as may be approved by a significant segment of the accounting
  profession of the United States.
  
      "Hazardous Substances" shall mean any pollutants,
  contaminants, hazardous or toxic substance, material, or waste
  which is or becomes regulated by any local or state governmental
  authority, or the United States government.  The term "Hazardous
  Substances" includes, without limitation, any material or
  substance which is (i) designated as a "hazardous substance"
  pursuant to Section 311 of the Federal Water Pollution Control
  Act, 33 U.S.C. ' 1321, (ii) defined as a "hazardous waste"
  pursuant to Section 1004 of the Federal Resource Conservation
  and Recovery Act, 42 U.S.C ' 6901 et seq. (42 U.S.C. ' 6903),
  (iii) defined as a "hazardous substance" pursuant to Section 101
  of the Comprehensive Environmental Response, Compensation and
  Liability Act, 42 U.S.C. ' 9601 et seq., (iv) petroleum products
  and wastes, or (v) asbestos or asbestos-containing material.
  
      "Inventory" shall mean, as of any date, collectively, all
  inventories of products owned by Dynacor and held for sale,
  distribution or license, together with packaging and samples
  thereof, owned by Dynacor as of such date.
  
  
  
                                        Page 33
  
  
  
      "IRS" shall mean the Internal Revenue Service.
  
      The term "knowledge" with respect to (a) any individual shall
  mean actual knowledge and (b) any corporation shall mean the
  actual knowledge of the directors and the executive officers of
  such corporation; and "knows" has a correlative meaning.
  
      "Liability" shall mean any direct or indirect indebtedness,
  liability, assessment, claim. loss, damage, deficiency,
  obligation or responsibility, fixed or unfixed, choate or
  inchoate. liquidated or unliquidated, secured or unsecured,
  accrued, absolute, actual or potential, contingent or otherwise
  (including any liability under any guaranties, letters of
  credit, performance credits or with respect to insurance loss
  accruals).
  
      "Lien" shall mean, with respect to any Asset, any mortgage,
  lien (including mechanics, warehousemen, laborers and landlords
  liens), claim, pledge, charge, security interest, preemptive
  right, right of first refusal, option, judgment, title defect,
  or encumbrance of any kind in respect of or affecting such Asset.
  
      "Merger Claims" shall mean any Claim made by any Shareholder,
  any Representative of any Shareholder, Dynacor or any Contractor
  of Dynacor, whether arising prior to or after the Closing, that
  challenges the validity, legality or fairness of the
  Contemplated Transactions or any actions of Dynacor or the
  Shareholders taken in connection therewith, or the adequacy or
  fairness of the Merger Consideration, including any Claims for
  appraisal rights commenced by any Dissenting Shareholder.
  
      "Noncurrent Liabilities" shall mean all Liabilities (other
  than deferred Tax Liabilities) of the Surviving Corporation and
  its Subsidiaries on a consolidated basis that, in accordance
  with GAAP, are or should be classified as noncurrent liabilities.
  
      The term "person" shall mean an individual, corporation,
  partnership, joint venture, association, trust, unincorporated
  organization or other entity, including a government or
  political subdivision or an agency or instrumentality thereof.
  
      "Receivables" shall mean as of any date any trade accounts
  receivable, notes receivable, sales representative advances and
  other miscellaneous receivables of Dynacor (or the Surviving
  Corporation) arising in the ordinary course of the Business.
  
      "Regulatory Actions" shall mean any claim, demand, action,
  suit or proceeding brought or instigated by any Governmental
  Body in connection with any Environmental Law, including,
  without limitation, civil, criminal and/or administrative
  proceedings, whether or not seeking costs, damages, penalties or
  expenses.
  
      "Release" shall mean the intentional or unintentional,
  spilling, leaking, disposing, discharging or disturbance of, or
  emitting, depositing, injecting, leaching, escaping, or any
  other release or threatened release to or from, however defined,
  any Hazardous Substance in violation of any Environmental Law.
  
      "Requisite Shareholders" shall mean the Shareholders holding
  Shares as indicated on Schedule 2.1 that equal in the aggregate
  a majority of all Shares indicated on Schedule 2.1.
  
      "Reportable Event" shall mean any of the events described in
  Section 4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.
  
      "Tax" (including, with correlative meaning, the terms "Taxes"
  and "Taxable") shall mean (i) any net income, gross income,
  gross receipts, sales, use, ad valorem, transfer, transfer
  gains, franchise, profits, license, withholding, payroll,
  employment, excise, severance, stamp, rent, recording,
  occupation, premium, real or personal property, intangibles,
  environmental or windfall profits tax, alternative or add-on
  minimum tax, customs duty or other tax, fee, duty, levy, impost,
  assessment or charge of any kind whatsoever (including but not
  limited to taxes assessed to real property and water and sewer
  rents relating thereto), together with any interest and any
  penalty, addition to tax or additional amount imposed by any
  Governmental Body (domestic or foreign) (a "Tax
  
  
  
                                       Page 34
  
  
  
  Authority") responsible for the imposition of any such tax, with 
  respect to Dynacor, the Shareholders, the Surviving Corporation, any
  Subsidiary, the Business or the Assets (or the transfer thereof
  or of the Merger); (ii) any liability for the payment of any
  amount of the type described in the immediately preceding clause
  (i) as a result of Dynacor or any Subsidiary being a member of
  an affiliated or combined group with any other corporation at
  any time on or prior to the Closing Date and (iii) any liability
  of Dynacor or the Surviving Corporation for the payment of any
  amounts of the type described in the immediately preceding
  clause (i) as a result of a contractual obligation to indemnify
  any other person.
  
      "Tax Return" shall mean any return or report (including
  elections, declarations, disclosures, schedules, estimates and
  information returns) required to be supplied to any Tax
  Authority.
  
       "Third Party Software" shall mean the computer programs
  developed and owned by parties other than Dynacor which are
  used, specified or utilized in or in conjunction with the
  Software or recommended for use in or in conjunction therewith.
  
      "Transaction Documents" shall mean, collectively, this
  Agreement, and each of the other agreements and instruments to
  be executed and delivered by all or some of the parties hereto
  in connection with the consummation of the transactions
  contemplated hereby.
  
      The term "voting power" when used with reference to the
  capital stock of, or units of equity interests in, any person
  shall mean the power under ordinary circumstances (and not
  merely upon the happening of a contingency) to vote in the
  election of directors of such person (if such person is a
  corporation) or to participate in the management and control of
  such person (if such person is not a corporation).
  
  SECTION 9.2	Interpretation.  Unless the context otherwise
  requires, the terms defined in Section 9.1 shall have the
  meanings herein specified for all purposes of this Agreement,
  applicable to both the singular and plural forms of any of the
  terms defined herein.  All accounting terms defined in Section
  9.1, and those accounting terms used in this Agreement not
  defined in Section 9.1, except as otherwise expressly provided
  herein, shall have the meanings customarily given thereto in
  accordance with GAAP.  When a reference is made in this
  Agreement to Sections, such reference shall be to a Section of
  this Agreement unless otherwise indicated.  The headings
  contained in this Agreement are for reference purposes only and
  shall not affect in any way the meaning or interpretation of
  this Agreement.  Whenever the words "include", "includes" or
  "including" are used in this Agreement, they shall be deemed to
  be followed by the words "without limitation."
  
  
  
                                         Page 35
  
  
  
  IN WITNESS WHEREOF, the undersigned have executed this
  Agreement and Plan of Merger as of the date set forth above.
  
                                        DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                        a Florida corporation
  
  /S/ CRAIG T. ARNESON                  By:  /S/ MITCHEL J. LASKEY
  Craig T. Arneson,individually              Mitchel J. Laskey, President
                                             and Chief Executive Officer
  
  /S/ RICHARD D. HAUSTEN
  Richard D. Hausten, individually      DYNACOR INC., a Minnesota corporation
  
  /S/ ROBERT R. HARRIS                  By:  /S/ CRAIG T. ARNESON
  Robert R. Harris                           Craig T. Arneson, President
  
  /S/ EUGENE W. DIETZ
  Eugene W. Dietz, individually         DYNACOR INVESTMENTS, LLP., a
                                        Minnesota limited liability partnership
  /S/ RONALD D. BRAATZ
  Ronald D. Braatz, individually        By: /S/ CRAIG T. ARNESON
                                            Craig T. Arneson, partner
  
                                        By: /S/ RICHARD D. HAUSTEN
                                            Richard D. Hausten, partner
  
                                        By: /S/ ROBERT R. HARRIS
                                            Robert R. Harris, partner
  
  
                                        E.W.D. DYNACOR GROUP, LLP,
                                        a Minnesota limited liability partnership
  
                                        By: /S/ EUGENE W. DIETZ
                                            Eugene W. Dietz, managing partner
  
  
  
                                       Page 36
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 127490}]
metadata_filer: {"company-data": {"conformed-name": "DYNAMIC HEALTHCARE TECHNOLOGIES INC", "cik": "0000720481", "assigned-sic": "7373", "irs-number": "470643468", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12039", "film-number": "97618396"}, "business-address": {"street1": "101 SOUTHHALL LANE SUITE 210", "city": "MAITLAND", "state": "FL", "zip": "32751", "phone": "4078759991"}, "mail-address": {"street1": "101 SOUTHHALL LANE", "street2": "SUITE 210", "city": "MAITLAND", "state": "FL", "zip": "32751"}, "former-company": {"former-conformed-name": "TERRANO CORP", "date-changed": "19920703"}}
text: SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                   FORM 8-K
  
                     PURSUANT TO SECTION 13 OR 15(D) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event report)   May 22,1997
  
  Commission File Number   0-12516
  
  Dynamic Healthcare Technologies, Inc.
  (Exact name of registrant as specified in its charter)
  
  Florida                               0-12516                  59-3389871
  (State or other jurisdiction  (Commission File Number)        (IRS E.I.N.)
    of Incorporation)
  
  101 Southhall Lane, Suite 210, Maitland, Florida  32751
  (Address of principal executive offices)        (ZIP Code)
  
  (407) 875-9991
  (Registrant's telephone, including area code)
  
  None
  (Former name of former address, if changed from last report)
  
  This report consists of thirty six (36) pages.
  
  The index to exhibit appears on page four (4 ).
  
                                         Page 1
                                         
  
    
                                        FORM 8-K
                          DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                       MAY 22, 1997
  
  Item 1.	Changes in Control of Registrant
          None.
  
  Item 2.	Acquisition or Disposition of Assets
          On May 22, 1997 pursuant to the terms of an Agreement and Plan
          of Merger ("Merger Agreement") by and among Dynacor, Inc. of
          Apple Valley, Minnesota ("Dynacor"), and the Registrant, Dynacor
          was merged with and into the Registrant.  Under the terms of the
          Merger Agreement the Registrant issued 250,000 shares of
          restricted common stock to the shareholders of Dynacor, based
          upon arms length negotiations.
  
  Item 3.	Bankruptcy or Receivership
          None.
  
  Item 4.	Changes in Registrant's Certifying Accountants
          None.
  
  Item 5.	Other Events
          None.
  
  Item 6.	Resignations of Registrant's Directors
          None.
  
  Item 7.	Financial Statements and Exhibits
          (a)	Financial Statements of Business Acquired.
  
              The Registrant will file with the Commission the financial
              statements required by this item within 60 days after the
              date of this Form 8-K.
  
          (b)	ProForma Financial Information
  
              The Registrant will file with the Commission the financial
              statements required by this item within 60 days after the
              date of this Form 8-K.
  
          (c)	Exhibits
  
              Exhibit 2:	Agreement and Plan of Merger among Dynacor, Inc.
              and Dynamic Healthcare Technologies, Inc., dated May 22,
              1997 (the "Merger Agreement").
  
  Item 8.	Change in Fiscal Year
          None.
  
                                         Page 2
  
                                        SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                                   DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                   (Registrant)
  
  Date:    June 2, 1997             /S/MITCHEL J.LASKEY
                                    Mitchel J. Laskey
                                    President, CEO
  
  Date:    June 2, 1997             /S/ PAUL S. GLOVER
                                   	Paul S. Glover
                                    Vice President of Finance, CFO
  
                                          Page 3
  
                                          FORM 8-K
                           DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                                        MAY 22, 1997
  
                                     INDEX TO EXHIBITS
  
  Description of Exhibits:                                          Page Number
  
  Exhibit 2: Agreement and Plan of Merger among Dynacor, Inc.              5
             and Dynamic Healthcare Technologies, Inc., dated 
             May 22, 1997 (the "Merger Agreement").
  
                                      Page 4
  
                            AGREEMENT AND PLAN OF MERGER
  
                                     by and among
  
                         DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                            a Florida corporation ("DHT"),
  
                                     DYNACOR, INC.,
                          a Minnesota corporation ("Dynacor"),
  
                                   CRAIG T. ARNESON,
                                  RICHARD D. HAUSTEN,
                                   ROBERT R. HARRIS,
                               DYNACOR INVESTMENTS, LLP,
                                    EUGENE W. DIETZ,
                               E.W.D. DYNACOR GROUP, LLP,
                                          and
                                    RONALD D. BRAATZ
                   (collectively referred to as the "Shareholders")
  
                                 Dated as of May 16, 1997
  
                                          Page 5
  
                                     TABLE OF CONTENTS
  
                                          ARTICLE 1
  
                                         THE MERGER
   
  
  SECTION 1.1  The Merger; Surviving Corporation                 1
  SECTION 1.2  Articles of Incorporation                         1
  SECTION 1.3  Bylaws                                            2
  SECTION 1.4  Directors and Officers                            2
  SECTION 1.5  Effective Time                                    2
  SECTION 1.6  Effectuation of the Merger                        2
  SECTION 1.7  Conversion of Common Stock; Merger Consideration  2
  SECTION 1.8  Payment of the Merger Consideration               2
  SECTION 1.9  No Other Rights                                   3
  SECTION 1.10 Further Assurances                                3
  SECTION 1.11 The Closing                                       3
  
                                          ARTICLE 2
   
                             REPRESENTATIONS AND WARRANTIES OF
                                DYNACOR AND THE SHAREHOLDERS
  
  SECTION 2.1  Status of the Shares                             3
  SECTION 2.2  Title to the Shares                              4
  SECTION 2.3  Authority Relative to this Agreement             4
  SECTION 2.4  No Conflicts, Consents                           4
  SECTION 2.5  Corporate Existence and Power                    4
  SECTION 2.6  Charter Documents and Corporate Records          4
  SECTION 2.7  Financial Information                            5
  SECTION 2.8  Liabilities                                      5
  SECTION 2.9  Dynacor Receivables                              5
  SECTION 2.10 Inventories                                      6
  SECTION 2.11 Absence of Certain Changes                       6
  SECTION 2.12 Properties                                       6
  SECTION 2.13 Contracts                                        7
  SECTION 2.14  Intangible Property                             7
  SECTION 2.15 Claims and Proceedings                           8
  SECTION 2.16 Taxes                                            9
  SECTION 2.17 Employee Benefits Plans                         10
  SECTION 2.18 Employee Related Matters                        11
  SECTION 2.19 Insurance                                       12
  SECTION 2.20 Compliance with Laws                            12
  SECTION 2.21 Permits                                         12
  SECTION 2.22 Environmental Matters                           13
  SECTION 2.23 Finders Fees                                    13
  SECTION 2.24 Fees, Commissions and Royalties                 13
  SECTION 2.25 FDA Regulation                                  13
  SECTION 2.26 Software                                        13
  SECTION 2.27 Depositories; Powers of Attorney                14
  SECTION 2.28 Certain Other Representations                   14
  SECTION 2.29 Third Party Software                            14
  
                                        Page 6
  
  SECTION 2.30 Disclosure                                      14
  SECTION 2.31 Board and Shareholder Approval                  14
  
                                     ARTICLE 3
  
                      REPRESENTATIONS AND WARRANTIES OF DHT
  
  SECTION 3.1  Authority Relative to This Agreement            15
  SECTION 3.2  No Conflicts; Consents                          15
  SECTION 3.3  Corporate Existence and Power                   15
  SECTION 3.4  Finders Fees                                    15
  
                                     ARTICLE 4
  
                             COVENANTS AND AGREEMENTS
  
  SECTION 4.1  Conduct of Business of Dynacor                 16
  SECTION 4.2  Corporate Examinations and Investigations      17
  SECTION 4.3  Filings and Authorizations; Taxes              17
  SECTION 4.4  Efforts to Consummate                          17
  SECTION 4.5  Negotiations With Others                       17
  SECTION 4.6  Notices of Certain Events                      18
  SECTION 4.7  Public Announcements                           18
  SECTION 4.8  Confidentiality                                18
  SECTION 4.9  Expenses                                       18
  SECTION 4.10 Special Meeting                                19
  SECTION 4.11 Merger Claims                                  19
  SECTION 4.12 Certain Renewals                               19
  SECTION 4.13 Registration of Rights                         19
  SECTION 4.14 Dynacor Employee Options                       19
  
                                     ARTICLE 5
  
                              CONDITIONS TO CLOSING
  
  SECTION 5.1  Conditions to the Obligations of the Parties  19
  SECTION 5.2  Conditions to the Obligations of the 
  Shareholders and Dynacor                                   20
  SECTION 5.3  Conditions to the Obligations of DHT          21
  
                                     ARTICLE 6
  
                                  INDEMNIFICATION
  
  SECTION 6.1  Survival of Representations and Warranties    22
  SECTION 6.2  Obligation of the Shareholders to Indemnify   23
  SECTION 6.3  Obligation of DHT to Indemnify                23
  SECTION 6.4  Notice and Opportunity to Defend Third 
  Party Claims                                               23
  
                                      Page 7
  
  SECTION 6.5  Limits on Indemnification                     24
  SECTION 6.6  Adjustment                                    24
  
                                         ARTICLE 7
  
                                        TERMINATION
  
  SECTION 7.1  Termination                                  25
  SECTION 7.2  Effect of Termination; Right to Proceed      25
  
                                        ARTICLE 8
  
                                      MISCELLANEOUS
  
  SECTION 8.1  Notices                                      26
  SECTION 8.2  Entire Agreement                             27
  SECTION 8.3 Waivers and Amendments; Non-Contractual 
  Remedies; Preservation of Remedies                        27
  SECTION 8.4  Governing Law; Venue                         27
  SECTION 8.5  Binding Effect; No Assignment                27
  SECTION 8.6  Exhibits                                     27
  SECTION 8.7  Severability                                 27
  SECTION 8.8  Counterparts                                 27
  SECTION 8.9  Third Parties                                28
  
                                          ARTICLE 9
  
                                         DEFINITIONS
  
  SECTION 9.1  Definitions                                 28
  SECTION 9.2  Interpretation                              31
  
                                         Page 8
  
                                AGREEMENT AND PLAN OF MERGER
  
  AGREEMENT AND PLAN OF MERGER, dated as of May 16, 1997 (the
  "Agreement") by and among DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
  a Florida corporation ("DHT"), DYNACOR, INC., a Minnesota
  corporation ("Dynacor"), Craig T. Arneson, Richard D. Hausten,
  Robert R. Harris, Dynacor Investments, LLP, a Minnesota limited
  liability partnership, Eugene W. Dietz, E.W.D. Dynacor Group,
  LLP, a Minnesota limited liability partnership, and Ronald D.
  Braatz, who constitute all of the shareholders of record of
  Dynacor (collectively referred to as the "Shareholders"). 
  Dynacor and DHT are sometimes hereinafter referred to as the
  "Constituent Corporations."  Definitions of capitalized terms
  used in Articles I through VIII herein which are not otherwise
  defined are set forth in Section 9.1.
  
  WHEREAS, the parties acknowledge that Messrs. Arneson, Hausten
  and Harris, while not shareholders of record of Dynacor, are the
  sole partners of Dynacor Investments, LLP, which owns of record
  more than 90% of the issued and outstanding capital stock of
  Dynacor, and, accordingly, the terms "Shareholder" and
  "Shareholders" shall include said individuals for all purposes
  of this Agreement.
  
  WHEREAS, the Boards of Directors of DHT and Dynacor have each
  approved the merger of Dynacor with and into DHT (the "Merger"),
  upon the terms and subject to the conditions set forth herein; 
  
  WHEREAS, each Shareholder will own immediately prior to the
  Closing the number of shares (the "Shares") of common stock of
  Dynacor (the "Common Stock") set forth opposite his or her name
  on Schedule 2.1.
  
  WHEREAS, pursuant to the Merger, the Shareholders of Dynacor
  will receive the merger consideration specified herein; and 
  
  NOW, THEREFORE, in consideration of the foregoing premises and
  the mutual agreements and covenants contained herein, and for
  other good and valuable consideration, the receipt and adequacy
  of which is hereby acknowledged, the parties hereby agree as
  follows:
  
                            ARTICLE 1
  
                           THE MERGER
  
  SECTION 1.1	The Merger; Surviving Corporation.  Upon the terms
  and subject to the conditions set forth herein, and in
  accordance with the provisions of this Agreement, the Florida
  Business Corporation Act (the "FBCA") and the Laws of Minnesota
  and at the Effective Time (as hereinafter defined), Dynacor
  shall be merged with and into DHT, with DHT being the surviving
  corporation (hereinafter sometimes called the "Surviving
  Corporation") and shall continue its corporate existence under
  the laws of the State of Florida.
  
  SECTION 1.2	Articles of Incorporation.  The Articles of
  Incorporation of DHT, as in effect at the Effective Time, shall
  be the Articles of Incorporation of the Surviving Corporation
  until thereafter amended as provided by law.  
  
  SECTION 1.3	Bylaws.  The Bylaws of DHT, as in effect at the
  Effective Time, shall be the Bylaws of the Surviving Corporation
  until thereafter amended as provided by law.
  
  SECTION 1.4	Directors and Officers.  The directors and officers
  of the Surviving Corporation immediately following the Effective
  Time shall be the directors and officers of DHT at the Effective
  Time until thereafter changed in accordance with applicable law
  and appropriate corporate actions.
  
                                         Page 9
  
  SECTION 1.5	Effective Time.  The Merger shall become effective
  upon the due filing of articles of merger (the "Florida Articles
  of Merger") in the form attached hereto as Exhibit 1.5A with the
  Florida Department of State pursuant to Section 607.1105 of the
  FBCA.  The date and time when the Merger shall become effective
  are herein referred to as the "Effective Time."  On or within 30
  days prior to the Effective Time, articles of merger (the
  "Minnesota Articles of Merger") in the form attached hereto as
  Exhibit 1.5B shall be filed with the Secretary of the State of
  Minnesota pursuant to Section 302A.651 of the Minnesota Business
  Corporation Act ("MBCA") providing that the effective date and
  time of the Merger shall be the Effective Time.
  
  SECTION 1.6	Effectuation of the Merger.  On May 22, 1997, or if
  on such date the conditions specified in Article V shall not
  have been satisfied or waived (other than conditions relating to
  transactions to occur at the Closing and conditions requiring
  the delivery of certificates, opinions and other instruments and
  documents), on a date agreed to by DHT and the Requisite
  Shareholders in writing to Dynacor not later than the second
  business day following such satisfaction or waiver, but in no
  event later than June 30, 1997, the parties shall file the
  Florida Articles of Merger and the Minnesota Articles of Merger,
  and take any and all other lawful actions and do any and all
  other lawful things necessary to cause the Merger to become
  effective.
  
  SECTION 1.7	Conversion of Common Stock; Merger Consideration. 
  By virtue of the Merger and without any action on the part of
  any holder of capital stock of any of the Constituent
  Corporations:
  
  (a)	The Shares of Dynacor issued and outstanding immediately
  prior to the Effective Time shall be converted at the Effective
  Time into and represent the right to receive the Merger
  Consideration (as defined below) in accordance with the terms
  hereof.
  
  (b)	Each share of Dynacor common stock held in its treasury
  immediately prior to the Effective Time shall be canceled or
  retired and cease to exist at the Effective Time without any
  conversion thereof.
  
  (c)	The term "Merger Consideration" shall mean, except as
  otherwise adjusted pursuant to this Agreement, 250,000 shares of
  DHT common stock.
  
  SECTION 1.8	 Payment of the Merger Consideration.  Upon the
  surrender of all certificates evidencing Shares, together with
  delivery of such other documents as may be required pursuant to
  this Agreement at Closing, DHT shall deliver the Merger
  Consideration to the Shareholders identified on Schedule 2.1. 
  In lieu of issuing any fractional shares of DHT common stock,
  each Shareholder entitled to receive a fractional share, if any,
  shall be paid a cash sum equal to the average of the closing bid
  and ask prices of DHT common stock on the business day
  immediately preceding the Closing Date multiplied by the
  fraction of the share to which such Shareholder is entitled. 
  Each Shareholder identified on Schedule 2.1 shall have the right
  to receive his or her Pro Rata Share of all payments made of
  Merger Consideration.  "Pro Rata Share" of any Shareholder shall
  mean the percentage (calculated to the nearest hundredth of
  percent) set forth on Schedule 2.1, which has been determined by
  dividing (a) the number of Shares held of record on the Closing
  Date by such Shareholder as indicated on Schedule 2.1, by (b)
  the aggregate number of Shares outstanding on the Closing Date
  as indicated on Schedule 2.1.  In lieu of issuing any fractional
  shares of DHT common stock, each Shareholder entitled to receive
  a fractional share, if any, shall be paid a cash sum equal to
  the average of the closing bid and ask prices of DHT common
  stock on the business day immediately preceding the Closing Date
  multiplied by the fraction of the share to which such
  Shareholder is entitled.  The delivery of certificates
  representing Shares (together with evidence satisfactory to the
  Surviving Corporation of the payment of all required transfer
  taxes relating to the Shares and arising out of the Merger)
  shall be a condition precedent to the delivery of any portion of
  the Merger Consideration relating to such Shares.  
  
  SECTION 1.9	 No Other Rights.  Until surrendered to the
  Surviving Corporation, each certificate for Shares which
  immediately prior to the Effective Time represented outstanding
  Shares shall represent solely the right to receive the Merger
  Consideration relating thereto at and after the Effective Time.
  
  SECTION 1.10  Further Assurances.  If at any time after the
  Effective Time the Surviving Corporation shall consider or be
  advised that any further documents, instruments or assurances in
  law or any other acts are 
  
                                         Page 10
  
  necessary, desirable or proper to
  carry out the intent and accomplish the purposes of this
  Agreement, the Constituent Corporations agree that the Surviving
  Corporation and its proper officers and directors will execute
  and deliver all documents, instruments and assurances in law and
  do all acts necessary, desirable or proper to carry out the
  intent and accomplish the purposes of this Agreement, and that
  the proper officers and directors of the Surviving Corporation
  are fully authorized in the name of the Constituent Corporations
  or otherwise to take any and all such action.
  
  SECTION 1.11  The Closing.  The Closing shall take place at the
  offices of DHT, 101 Southhall Lane, Suite 210, Maitland, Florida
  32751 at 10:00 a.m. local time (or such other place and/or time
  of day as the parties shall mutually agree) on the date
  ("Closing Date") of the filing of the Florida Articles of
  Merger.  Except as otherwise provided herein, all transactions
  consummated at the Closing shall be deemed to have taken place
  simultaneously at the Effective Time.
  
                            ARTICLE 2
  
                REPRESENTATIONS AND WARRANTIES OF
  
                    DYNACOR AND THE SHAREHOLDERS
  
  Each Shareholder and Dynacor, jointly and severally, represents
  and warrants to DHT as follows: 
  
  SECTION 2.1	Status of the Shares.  The authorized and
  outstanding shares of Common Stock (which is the only class of
  capital stock of Dynacor authorized, issued or outstanding) is
  as set forth on Schedule 2.1.  Other than the Shares and except
  as set forth on Schedule 2.1, at the Closing, Dynacor will not
  have outstanding any rights, warrants or options to acquire
  securities of Dynacor or any convertible or exchangeable
  securities and, other than pursuant to this Agreement, no person
  will have any right to acquire any securities of Dynacor.  All
  of the Shares have been duly authorized and duly and validly
  issued and are fully paid and non-assessable, and none were
  issued in violation of any preemptive rights, rights of first
  refusal or other contractual or legal restrictions of any kind.
  
  SECTION 2.2	Title to the Shares.  Each Shareholder owns and
  holds good and marketable title to such Shareholder's Shares
  free and clear of any Lien of any kind.  
  
  SECTION 2.3	Authority Relative to this Agreement.  Dynacor and
  each Shareholder has full power, capacity and authority to
  execute and deliver this Agreement and each other Transaction
  Document to which it is a party and to consummate the
  transactions contemplated hereby and thereby (the "Contemplated
  Transactions").  The execution and delivery of this Agreement
  and the consummation of the Contemplated Transactions to which
  Dynacor or such Shareholder is a party have been duly and
  validly authorized by Dynacor or such Shareholder and no other
  proceedings on the part of Dynacor or such Shareholder (or any
  other person) are necessary to authorize the execution and
  delivery by Dynacor or such Shareholder of this Agreement or the
  consummation of the Contemplated Transactions to which Dynacor
  or such Shareholder is a party.  This Agreement and the other
  Transaction Documents to which Dynacor or such Shareholder is a
  party have been duly and validly executed and delivered by each
  of Dynacor or such Shareholder, and (assuming the valid
  execution and delivery thereof by the other parties thereto)
  constitute the legal, valid and binding agreements of Dynacor
  and such Shareholder enforceable against Dynacor or such
  Shareholder in accordance with their respective terms.
  
  SECTION 2.4	No Conflicts, Consents.  The execution, delivery
  and performance by Dynacor and each Shareholder of this
  Agreement and each other Transaction Document to which he or it
  is a party, the consummation of the Contemplated Transactions to
  which Dynacor or such Shareholder is a party or the contemplated
  change of control of the stock ownership of Dynacor, will not
  (i) violate any provision of the Articles of Incorporation or
  By-laws (or comparable instruments) of Dynacor; (ii) require the
  Shareholders or Dynacor to obtain any consent, approval or
  action of or waiver from, or make any filing with, or give any
  notice to, any Governmental Body or any other person except as
  set forth on Schedule 2.4 (the "Required Consents"); (iii) if the
  
                                        Page 11
  
  Required Consents are obtained prior to Closing, violate,
  conflict with or result in a breach or default under (after the
  giving of notice or the passage of time or both), or permit the
  termination of, any Contract of a type required to be listed on
  Schedule 2.13 to which any Shareholder or Dynacor is a party or
  by which any of them or any of their Assets may be bound or
  subject, or result in the creation of any Lien upon the Shares
  or upon any of the Assets of Dynacor pursuant to the terms of
  any such Contract; (iv) if the Required Consents are obtained
  prior to Closing, violate any Law or Order of any Governmental
  Body against, or binding upon, any Shareholder or Dynacor or
  upon its Assets or the Business; or (v) if the Required Consents
  are obtained prior to Closing, violate or result in the
  revocation or suspension of any Permit.
  
  SECTION 2.5	Corporate Existence and Power.  Dynacor is a
  corporation duly organized, validly existing and in good
  standing under the laws of its jurisdiction of incorporation,
  and has all requisite corporate powers and all material Permits
  required to carry on the Business as now conducted.  Dynacor is
  duly qualified to do business as a foreign corporation and is in
  good standing in each jurisdiction where the character of the
  property owned or leased by it or the nature of its activities
  makes such qualification necessary, except for those
  jurisdictions where the failure to be so qualified would not,
  individually or in the aggregate, have a material adverse effect
  on the Business or the Assets, financial condition, prospects or
  the results of operations of Dynacor and its Subsidiaries taken
  as a whole (collectively, the "Condition of the Business"). 
  Schedule 2.5 sets forth each jurisdiction in which Dynacor is
  duly qualified to do business as a foreign corporation.  Dynacor
  does not directly or indirectly own any interest or investment
  in any other person.
  
  SECTION 2.6	Charter Documents and Corporate Records.  Dynacor
  and the Shareholders have heretofore delivered to DHT true and
  complete copies of the Articles of Incorporation and Bylaws, or
  comparable instruments, of Dynacor as in effect on the date
  hereof.  The stock and transfer books of Dynacor have been made
  available to DHT for inspection and are true and complete.
  
  SECTION 2.7	Financial Information.  Dynacor and the
  Shareholders have previously furnished to DHT true and complete
  copies of (i) Dynacor's financial statements at and for the
  calendar years ended December 31, 1996 and 1995 (the "Annual
  Statements"), (ii) Dynacor's unaudited quarterly financial
  statements at and for each calendar quarter of 1996 and for the
  calendar quarter ended March 31, 1997 (the "Interim
  Statements"), and (iii) Dynacor's audited financial statements
  for the fiscal years ended June 30, 1996 and 1995 ("Audited
  Fiscals").  The Audited Fiscals have been prepared in accordance
  with GAAP consistently applied as set forth in the notes thereto
  and were audited by its regularly engaged certified public
  accountants (without qualification in the report thereof).  Each
  delivered financial statement presents fairly the financial
  position of Dynacor as of its date, and its earnings, changes in
  stockholders' equity and cash flow for the periods then ended. 
  Each delivered balance sheet fully sets forth all Assets and
  Liabilities of Dynacor existing as of its date which, under
  GAAP, should be set forth therein, and each delivered statement
  of earnings sets forth the items of income and expense of
  Dynacor which should appear therein under GAAP.  All financial
  and accounting books, ledgers, accounts and official and other
  records relating to Dynacor have been properly and accurately
  kept and completed in all material respects.  Dynacor and the
  Shareholders have further prepared and delivered to DHT
  financial projections for the calendar years 1997 and 1998
  ("Projections").  The Projections have been prepared in good
  faith and are reasonable and obtainable based upon the Dynacor's
  and the Shareholders' reasonable interpretation of all
  information available to them.
  
  SECTION 2.8	Liabilities.  Except as and to the extent reflected
  in the Interim Statements of Dynacor (the "Latest Balance
  Sheet") at March 31, 1997 (the "Latest Balance Sheet Date")
  referred to in Section 2.7, Dynacor did not have, as of the
  Latest Balance Sheet Date, any Liabilities or obligations (other
  than obligations of continued performance under Contracts and
  other commitments and arrangements entered into in the ordinary
  course of business).  Except as described in Schedule 2.8, and
  except for current Liabilities for trade or business obligations
  in the ordinary course of the Business, consistent with past
  practice, and Liabilities reflected on any balance sheet
  included in the Interim Statements, since the Latest Balance
  Sheet Date there has been (i) no material adverse change in the
  Assets or Liabilities, or in the Business or condition of
  Dynacor, financial or otherwise, or the result of operations of
  Dynacor, and (ii) no change in the Assets or Liabilities or in the Business 
  
                                        Page 12
  
  or condition of Dynacor, financial or otherwise, or
  in the results of operations or prospects of Dynacor, except in
  the ordinary course of business; and (iii) no factor or
  condition exists or, to Dynacor's or any Shareholder's knowledge
  and belief, is contemplated or threatened, which might cause
  such a change in the future, and (iv) no dividends or other
  distributions have been paid or made upon any shares of capital
  stock of Dynacor nor have any shares of capital stock of Dynacor
  been redeemed, retired, purchased or acquired for value by
  Dynacor.  Schedule 2.8 also contains a true and correct list of
  all Deferred Compensation Liabilities and Dynacor Debt and a
  description of the material terms thereof.  Except as provided
  in Schedule 2.8, there will exist no Dynacor Debt at Closing. 
  None of the Dynacor Debt or any prior indebtedness to the
  Shareholders constituted or constitutes a second class of stock
  within the meaning of Code Section 1361(b)(1)(D) and the
  Treasury Regulations promulgated thereunder.  Schedule 2.8 sets
  forth a description of the amount and terms and conditions and
  outstanding principal balance plus accrued interest thereon of
  all outstanding loans or other advances made by any past or
  current shareholder of Dynacor.
  
  SECTION 2.9	Dynacor Receivables.  Except as set forth in
  Schedule 2.9, all Receivables of Dynacor are valid and
  enforceable claims, constitute bona fide Receivables resulting
  from the sale of goods and services in the ordinary course of
  the Business, are not subject to any defenses, offsets, returns,
  allowances or credits of any kind, and are fully collectible. 
  Dynacor has not made any loan or advance to any person except as
  provided in Schedule 2.9.
  
  SECTION 2.10  Inventories.  Schedule 2.10 sets forth a true and
  complete list of Inventory by category as of the date hereof. 
  All Inventory consists of items which are good and merchantable
  and of a quantity and quality usable and saleable in the
  ordinary course of the Business consistent with past practices.
  
  SECTION 2.11  Absence of Certain Changes.  Since the Latest
  Balance Sheet Date, except as set forth in Schedule 2.11,
  Dynacor has conducted the Business in the ordinary course
  consistent with past practices and there has not been:
  
  (a)	Any material adverse change in the Condition of the
  Business or any event, occurrence or circumstance that could
  reasonably be expected to cause such a material adverse change.
  
  (b)	Any transaction or Contract with respect to the purchase,
  acquisition, lease, disposition or transfer of any Assets or to
  any capital expenditure (in each case, other than in the
  ordinary course of the Business in accordance with past
  practice), in excess of $10,000.
  
  (c)	Any declaration, setting aside or payment of any dividend
  or other distribution with respect to any shares of capital
  stock of Dynacor.
  
  (d)	Any damage, destruction or other casualty loss (whether or
  not covered by insurance), condemnation or other taking
  affecting the Assets of Dynacor or any Subsidiary to the extent
  material to Dynacor.
  
  (e)	Any change in any method of accounting or accounting
  practice by Dynacor. 
  
  (f)	Any increase in the compensation payable or to become
  payable to any officer, stockholder, director, consultant, agent
  or full-time employee of Dynacor, or any alteration in the
  benefits payable to any thereof.
  
  (g)	Any material adverse change in the relationships of
  Dynacor with its customers, suppliers and vendors.
  
  (h)	Except for any changes made in the ordinary course of
  Business, any material change in any of Dynacor's business
  policies, including advertising, marketing, pricing, purchasing,
  personnel, returns or budget policies.
  
                              
                                         Page 13
  
  (i)	Except in the ordinary course of the Business, consistent
  with past practice, any payment, directly or indirectly, of any
  Liability before or after the same became due in accordance with
  its terms.
  
  SECTION 2.12  Properties.
  
  (a)	Schedule 2.12A sets forth a complete list and description
  of all real property owned or leased by Dynacor (the "Real
  Property"), which constitutes all of the real property owned,
  used or occupied by Dynacor.  The lease for the Real Property is
  in full force and effect and Dynacor holds a valid and existing
  leasehold interest and a right to quiet enjoyment of the such
  Real Property for the term set forth in Schedule 2.12A.  The
  leasehold interest in such Real Property is not subject to or
  subordinate to any Lien, except as disclosed on Schedule 2.12A. 
  Schedule 2.12A also sets forth with respect to such Real
  Property a list of all title insurance policies, deeds,
  appraisal reports, surveys and environmental reports held or
  controlled by Dynacor or any Shareholder, copies of which have
  been provided to DHT.  All structures and buildings of the
  Business are in good operating condition (subject to normal wear
  and tear) with no structural or other defects known to Dynacor
  or the Shareholders that would materially interfere with the
  operation of the Business, are located within applicable
  boundary lines and are suitable for the purposes for which they
  are currently used.  The Business is not in violation in any
  material respect of any building, zoning, anti-pollution,
  health, occupational safety or other Law or any Order or Permit
  in respect of such Real Property, structures and buildings. 
  Except as disclosed on Schedule 2.12A, no person, other than
  Dynacor, has any right to occupy or possess any of the Real
  Property or any such structures or buildings.
  
  (b)	Dynacor has good and marketable title to (or valid
  leasehold interest in) all personal property used in the
  Business, free and clear of all Liens except as disclosed in
  Schedule 2.12B.  The machinery, equipment and other tangible
  personal property constituting a part of the Assets (whether
  owned or leased), have been maintained in accordance with
  industry standards, are in good condition and repair (subject to
  normal wear and tear) and are adequate in quantity and quality
  for the operation of the Business as presently conducted. 
  Schedule 2.12B contains a list and description of all equipment
  and other tangible personal property of Dynacor with a book
  value (before depreciation) of $1,000 or more.
  
  SECTION 2.13  Contracts.
  
  (a)	Schedule 2.13 sets forth an accurate and complete list of
  all Contracts to which Dynacor is a party or by which it or its
  Assets are bound or subject, except only for those with persons
  who are not Affiliates of either Dynacor or any Shareholder
  relating solely to the purchase or sale of property or services
  by Dynacor in the ordinary course of the Business which (i)
  require Dynacor to make or receive payments not in excess of
  $10,000 and (ii) have a remaining term of less than six months
  from the date of this Agreement or are terminable by Dynacor
  without penalty during such period.  True and correct copies of
  all written Contracts listed on Schedule 2.13 and summaries of
  the material provisions of all oral Contracts so listed have
  been delivered to DHT.
  
  (b)	All Contracts listed on Schedule 2.13 are valid, existing,
  in full force and effect and binding upon Dynacor and, to the
  knowledge of Dynacor or the Shareholders, the other parties
  thereto in accordance with their terms.  Dynacor is not in
  default (or alleged default) under any such Contract in any
  material respect, or, to the knowledge of Dynacor or the
  Shareholders, is any other party thereto in default thereunder
  in any material respect, or does any condition exist that with
  notice or the lapse of time or both would constitute a material
  default (or give rise to a termination right) thereunder.  To
  the knowledge of Dynacor or the Shareholders, no other party to
  any such Contract intends to terminate or materially alter the
  provisions thereof by reason of the Contemplated Transactions or
  otherwise.  Since the Latest Balance Sheet Date, Dynacor has not
  waived any material right under any such Contract, materially
  amended or extended beyond December 31, 1996 any such Contract
  or terminated or failed to renew (or received notice of
  termination or failure to renew with respect to) any such
  Contract.
  
  SECTION 2.14  Intangible Property.  Schedule 2.14 sets forth
  a true and correct list of all registered patents, trademarks,
  trade names, copyrights, intellectual properties or service
  marks owned by or registered in the name of
  
   
                                         Page 14
  
  Dynacor or any Shareholder, all applications for any of the foregoing,
  and all permits, grants, licenses and other rights running to or from
  Dynacor or any of the Shareholders relating to any of the
  foregoing (the "Intellectual Property Rights"), not otherwise
  required to be set forth on Schedule 2.26.  The Contemplated
  Transactions will not adversely affect the right, title and
  interest of Dynacor in and to the Intellectual Property Rights. 
  Neither Dynacor nor any Shareholder has been notified by any
  third party that the Intellectual Property Rights infringe upon
  or conflict with the rights or intellectual property of third
  parties.  Except as set forth on Schedule 2.14, there are no
  outstanding claims, liens, encumbrances, options, licenses or
  agreements of any kind relating to the Intellectual Property
  Rights, nor is Dynacor or any Shareholder bound by or party to
  any options, licenses or agreements of any kind with respect to
  the patents, trademarks, service marks, tradenames, copyrights,
  trade secrets, licenses, information, proprietary rights and
  processes of any other person or entity.  Dynacor has full title
  and ownership of all Intellectual Property Rights without any
  conflict with or infringement of the rights of others.  To the
  knowledge and belief of Dynacor and the Shareholders, Dynacor
  has not infringed or violated in any way any valid patent,
  trademark, trade name or copyright of others, nor has Dynacor
  received any notice, claim or protest respecting any such
  violation or infringement.  Neither Dynacor nor any Shareholder
  is aware that any of Dynacor's employees is obligated under any
  contract (including licenses, covenants or commitments of any
  nature) or other agreement, or subject to any judgment, decree
  or order of any court or administrative agency, that would
  interfere with the use of such employee's best efforts to
  promote the interests of Dynacor or that would conflict with
  Dynacor's business as currently conducted.  Neither the
  execution nor delivery of this Agreement, nor the carrying on of
  Dynacor's business by the employees of Dynacor, nor the conduct
  of Dynacor's business as currently conducted, will, to the
  knowledge of Dynacor or the Shareholders, conflict with or
  result in a breach of the terms, conditions or provisions of, or
  constitute a default under, any contract, covenant or instrument
  under which any of such employees is now obligated.  Neither
  Dynacor nor the Shareholders believes that it is or will be
  necessary to utilize any inventions of any of its employees (or
  people it currently intends to hire) made prior to their
  employment by Dynacor.  At Closing, the Surviving Corporation
  will have sole right, title and interest in and to the
  Intellectual Property Rights free and clear of any claims by any
  person.
  
  SECTION 2.15  Claims and Proceedings.  Except as set forth on
  Schedule 2.15, there are no outstanding Orders of any
  Governmental Body against or involving Dynacor or the Business. 
  Except as set forth on Schedule 2.15, there are no actions,
  suits, claims or counterclaims or legal, administrative or
  arbitral proceedings or investigations (collectively, "Claims")
  (whether in respect thereof are covered by insurance), pending
  or, to the knowledge of Dynacor or the Shareholders, threatened
  on the date hereof, against or involving Dynacor or any of the
  Shareholders, any of Dynacor's Assets or the Business.  Schedule
  2.15 also indicates those Claims the defense thereof or
  Liabilities in respect thereof are covered by insurance.  Except
  as set forth on Schedule 2.15, at the Closing there will be no
  such Claims pending or, to the knowledge of Dynacor or the
  Shareholders, threatened, other than Claims that, individually
  or in the aggregate, could not reasonably be expected to have a
  material adverse effect on the Condition of the Business. 
  Except as set forth on Schedule 2.15, to the knowledge of
  Dynacor or the Shareholders, on the date hereof, there is no
  fact, event or circumstance that would give rise to any
  uninsured Claim.  As of the Closing, there will exist no such
  fact, event or circumstance known to Dynacor or the Shareholders
  that would give rise to any uninsured Claim that, if pending or
  threatened on the Closing Date, could reasonably be expected to
  have a material adverse effect on the Condition of the Business.
  All notices required to have been given to any insurance
  company listed as insuring against any Claim set forth on
  Schedule 2.15 have been timely and duly given and, except as set
  forth on Schedule 2.15, no insurance company has asserted that
  such Claim is not covered by the applicable policy relating to
  such Claim.  There are no Claims pending or, to the knowledge of
  Dynacor or the Shareholders, threatened that would give rise to
  any right of indemnification on the part of any director or
  officer of Dynacor or the heirs, executors or administrators of
  such director or officer, against Dynacor.
  
  SECTION 2.16  Taxes.
  
  (a)	Except as set forth in Schedule 2.16:
      (i)	Dynacor has timely filed or, if not yet due, will timely
  file all Tax Returns required to be filed by it for all taxable
  periods ending on or before the Closing Date and all such Tax
  Returns are true, correct and complete in all material respects;
  
                                        Page 15
  
      (ii)	Dynacor has paid or, if payment is not yet due, will pay
  to the appropriate Tax Authority or has established, in
  accordance with GAAP and consistent with past practice, accruals
  that are reflected on the Latest Balance Sheet for the payment
  of, all Taxes of Dynacor for all taxable periods ending on or
  before the Closing Date;
      (iii)	no extension of time has been requested or granted for
  Dynacor to file any Tax Return that has not yet been filed or to
  pay any Tax that has not yet been paid,
      (iv)	Dynacor has not received notice of a determination by a
  Tax authority that Taxes are owed by Dynacor (such determination
  to be referred to as a "Tax Deficiency") and, to the knowledge
  of Dynacor or the Shareholders, no Tax Deficiency is proposed or
  threatened;
      (v)	all Tax Deficiencies, if any, have been paid or finally
  settled and all amounts determined by settlement to be owed have
  been paid;
      (vi)	there are no Tax Liens on or pending against Dynacor or
  any of its properties;
      (vii)	there are no presently outstanding waivers or
  extensions or requests for waiver or extension of the time
  within which a Tax Deficiency may be asserted or assessed;
       (viii)	no issue has been raised in any examination,
  investigation, audit, suit, action, claim or proceeding relating
  to Taxes (a "Tax Audit") which, by application of similar
  principles to any past, present or future period, would result
  in a Tax Deficiency for such period;
      (ix)	there are no pending or, to the knowledge of Dynacor or
  the Shareholders, threatened Tax Audits of Dynacor;
      (x)	Dynacor has never been required to include in income any
  adjustment pursuant to Section 481 of the Code and no Tax
  authority has ever made or proposed any such adjustment;
      (xi)	Dynacor is not a party to any arrangement to which
  Section 280G of the Code could under any circumstances apply;
      (xii)	Dynacor has not filed a consent pursuant to Section
  341(f) of the Code or agreed for Section 341(f)(2) to apply to
  the disposition of any asset;
      (xiii)	Dynacor is not now nor has it ever been (a) an
  includable member of an "affiliated group" within the meaning of
  section 1504(a) of the Code, (b) a member of any consolidated,
  combined or unitary Tax Return filing group, (c) a party to an
  agreement that obligates it to make any payment computed by
  reference to the Taxes, taxable income or tax losses of any
  other individual or entity, (d) a personal holding company as
  defined in Section 542 of the Code, (e) the owner of an interest
  in an entity that is or is treated as a partnership, trust,
  regulated investment company as defined in section 851 of the
  Code, real estate investment trust as defined in Section 856 of
  the Code or foreign personal holding company as defined in
  Section 552(a) of the Code, (f) a United States shareholder as
  defined in Section 951(b) of the Code of a controlled foreign
  corporation as defined in Section 957 of the Code or (g) a
  United States real property holding company within the meaning
  of Section 897(c)(2) of the Code; or
      (xiv)	Dynacor does not have any deferred intercompany gains
  or losses that have not been fully taken into income for income
  Tax purposes.
  
  (b)	Schedule 2.16 contains (i) a schedule of the filing dates
  of all Tax Returns required to be filed by Dynacor, (ii) a
  description of all past Tax Audits within the past five years
  involving Dynacor, (iii) a list of all elections made by Dynacor
  or its Shareholders relating to Taxes, (iv) a description of the
  accounting methods employed by Dynacor and any changes in such
  accounting methods that occurred during any year for which the
  statute of limitations remains open, (v) a schedule of the tax
  attributes of Dynacor (including but not limited to net
  
                                         Page 16
  
  operating and capital losses and investment and alternative
  minimum tax credits) shown on a separate company basis, together
  with a description of all limitations to which such tax
  attributes are subject (e,q., ' 382 limitations or separate
  return limitation year restrictions) that can be carried forward
  to a taxable year ending after 1995.  Except as set forth in
  Schedule 2.16, Dynacor has retained all supporting and backup
  papers, receipts, spreadsheets and other information necessary
  for (i) the preparation of all Tax Returns that have not yet
  been filed and (ii) the defense of all Tax Audits involving
  taxable periods either ending on or during the six (6) years
  prior to the Closing Date or from which there are unutilized net
  operating loss, capital loss or investment tax credit
  carryovers.  Promptly following the date of this Agreement,
  Dynacor will deliver to DHT: (i) a schedule of Dynacor's tax
  basis in its assets and the annual depreciation deductions for
  such assets over their remaining tax recovery period, and (ii) a
  schedule of the amortization period and annual amortization
  deductions for each item subject to amortization and a
  description of the asset or other item that is subject to
  amortization (e.g., loan issuance costs).
  
  (c)	Except as set forth in Schedule 2.16 and except for sales
  Taxes which result from the consummation of the Contemplated
  Transactions, Dynacor has in all material respects collected and
  remitted to the appropriate Tax Authority all sales and use or
  similar Taxes required to have been collected on or prior to the
  Closing Date and have been furnished properly completed
  exemption certificates for all exempt transactions.  Dynacor has
  maintained and has in its possession all records, supporting
  documents and exemption certificates required by applicable
  sales Tax statutes and regulations to be retained in connection
  with the collection and remittance of sales and use Taxes for
  all periods up to and including the Closing Date.
  
  SECTION 2.17  Employee Benefits Plans.
  
  (a)	Schedule 2.17 lists all bonus, deferred compensation,
  pension, retirement, profit-sharing, thrift, savings, employee
  stock ownership, stock bonus, stock purchase, restricted stock
  and stock option plans, all employment or severance contracts,
  health and medical insurance plans, life insurance and
  disability insurance plans, other employee benefit plans,
  contracts or arrangements including, but not limited to,
  "employee benefit plans" within the meaning of Section 3(3) of
  ERISA (the "Employee Benefit Plans") which cover any current or
  former employee, officer, director or consultant of Dynacor or
  any portion of the Business.  Schedule 2.17 separately
  identifies all Deferred Compensation Liabilities and all
  Employee Benefit Plans providing retiree benefits and a
  calculation of the present value of all retiree Liabilities. 
  All Employee Benefit Plans have been established and maintained
  in accordance with their terms.  No Employee Benefit Plan is or
  was collectively bargained for.  The Employee Benefit Plans
  which are described in Section 3(3) of ERISA (the "ERISA Plans")
  are in compliance with all provisions of ERISA, other applicable
  Laws and, if intended to be tax qualified, Sections 401(a) and
  501(a) of the Code.  All ERISA Plans which are intended to
  qualify under Section 401(a) of the Code have been submitted to
  and approved under Section 401(a) of the Code by the IRS and, to
  the best knowledge of Dynacor and the Shareholders, nothing has
  occurred which would cause the loss of such tax qualification. 
  No Liability under ERISA has been or is expected to be incurred
  by Dynacor or any Affiliate of Dynacor with respect to any
  ongoing, frozen or terminated "single-employer plan," within the
  meaning of Section 4001(a)(15) of ERISA, currently or formerly
  maintained by any of them, or the single-employer plan of any
  entity which is considered one employer with Dynacor under
  Section 4001 of ERISA or Section 414 of the Code (an "ERISA
  Affiliate").  Dynacor and its Affiliates have not incurred and
  do not expect to incur any Liability with respect to a
  multi-employer plan under Subtitle E of Title IV of ERISA
  (regardless of whether based on contributions of an ERISA
  Affiliate) and have not made and are not obligated to make any
  contributions to any multi-employer plan.  All contributions
  required to be made under the terms of any Employee Benefit Plan
  have been timely made or have been duly provided for.  No
  single-employer plan of Dynacor or any ERISA Affiliate of
  Dynacor has any unfunded pension liability or any "accumulated
  funding deficiency" (whether or not waived) within the meaning
  of Section 412 of the Code or Section 302 of ERISA.  No
  Reportable Event has occurred with respect to any ERISA Plan. 
  Neither Dynacor nor any of its Affiliates has provided, or is
  required to provide, security to any single-employer plan of an
  ERISA Affiliate pursuant to Section 401 (a) of the Code. 
  Dynacor and each ERISA Affiliate have paid all premiums
  (together with any interest, charges or penalties for late
  payment thereon) required to be paid to the Pension Benefit
  Guaranty Corporation with respect to each ERISA plan for which
  such premiums are required.  No ERISA Plan has engaged in any
  transaction described in Section 406 or 407 of ERISA or Section
  4975 of the Code.  Each ERISA Plan has at all times complied
  with the bonding requirements of Section 412 of ERISA.  Each
  Employee Benefit Plan can be unilaterally terminated without
  penalty by Dynacor on no more
  
                                         Page 17
  
  than sixty (60) days' notice. 
  There are no pending or, to the knowledge of Dynacor or the
  Shareholders, threatened Claims relating to any Employee Benefit
  Plan, other than routine Claims for benefits in the ordinary
  course, asserted against (i) any Employee Benefit Plan or its
  assets, (ii) Dynacor or any ERISA Affiliate, or (iii) any
  fiduciary, for which Dynacor may be directly or indirectly
  liable, through indemnification obligations or otherwise.
  
  (b)	With respect to each Employee Benefit Plan, Dynacor and
  the Shareholders have made available to DHT a current, accurate
  and complete copy (or, to the extent no such copy exists, an
  accurate and complete description) thereof (including all
  amendments thereto which will become effective at a later date)
  and, to the extent applicable, (i) any related trust agreement,
  annuity contract or other funding instrument, (ii) the most
  recent summary plan description, (iii) the most recent annual
  report form (FORM 5500 series), financial statement and
  actuarial report and (iv) the most recent IRS determination
  letter.
  
  SECTION 2.18  Employee Related Matters.
  
  (a)	Schedule 2.18 contains a true and correct list of all
  directors, full-time employees and consultants of Dynacor,
  including any agreement relating thereto, and a description of
  the rate and nature of all compensation payable by Dynacor to
  each such person.  Schedule 2.18 also contains a description of
  all existing severance arrangements, accrued vacation policies
  or retiree benefits of any current or former director, officer,
  employee or consultant (to the extent not included on Schedule
  2.17).  Except as set forth on such Schedule, the employment or
  consulting arrangement of all such persons is terminable at will.
  
  (b)	Except as set forth in Schedule 2.18, (a) Dynacor is not a
  party to any Contract with any labor organization or other
  representative of its employees; (b) there is no unfair labor
  practice charge or complaint pending or, to the knowledge of
  Dynacor or the Shareholders, threatened against Dynacor; (c)
  Dynacor has not experienced any labor strike, slowdown, work
  stoppage or similar material labor controversy within the past
  three years; (d) no representation question has been raised
  respecting any of Dynacor's employees working within the past
  three years, nor, to the knowledge of Dynacor or the
  Shareholders, are there any campaigns being conducted to solicit
  authorization from Dynacor's employees to be represented by any
  labor organization; (e) no Claim before any Governmental Body
  brought by or on behalf of any employee, prospective employee,
  former employee, retiree, labor organization or other
  representative of Dynacor's employees is pending or, to the
  knowledge of Dynacor or the Shareholders, threatened against
  Dynacor; (f) Dynacor is not a party to, or otherwise bound by,
  any Order relating to its employees or employment practices; and
  (g) except with respect to ongoing disputes of a routine nature
  involving immaterial amounts, Dynacor has paid in full to all of
  its employees all wages, salaries, commissions, bonuses,
  benefits and other compensation due and payable to such
  employees.
  
  SECTION 2.19  Insurance.  Schedule 2.19 sets forth a list of
  all insurance policies, fidelity and surety bonds and fiduciary
  liability policies ("the Insurance Policies") covering the
  Assets, the Business, operations, employees, officers and
  directors of Dynacor.  True and complete copies of all such
  Insurance Policies have been delivered to DHT.  Schedule 2.19
  also sets forth (a) with respect to each Insurance Policy, the
  applicable deductible amounts and any material limitations to
  coverage, (b) any letter of credit relating to any such
  Insurance Policy and all inspections and reports delivered to
  Dynacor by any insurer with respect to such Insurance Policies,
  copies of which have been delivered to DHT and (c) a true and
  complete list of Claims made in respect of Insurance Policies
  during the three years prior to the date hereof.  True and
  correct copies of all loss runs with respect to such period have
  been delivered to DHT.  There is no Claim by Dynacor pending
  under any of such Insurance Policies as to which coverage has
  been questioned, denied or disputed by the underwriters of such
  Insurance Policies or requirement by any insurer to perform work
  which has not been satisfied.  All premiums due and payable
  under all Insurance Policies have been paid, and Dynacor is
  otherwise in compliance in all material respects with the terms
  and conditions of all such Insurance Policies.  All Insurance
  Policies are in full force and effect.  The insurance in effect
  with respect to any Real Property is in an amount of the full
  like-kind replacement value of such Real Properly, including the
  buildings and improvements thereon.  Neither Dynacor nor the
  Shareholders know of any threatened termination of, premium
  increase with respect to, or uncompleted requirements under any
  Insurance Policy.  No premiums are or will be payable under
  Insurance Policies after the Closing in respect of insurance
  provided for periods prior to the Closing Date.
  
                                         Page 18
  
  SECTION 2.20  Compliance with Laws.  Dynacor is not in
  violation of any order, judgment, injunction, award, citation,
  decree, consent decree or writ applicable to Dynacor
  (collectively, "Orders"), or any law, statute, code, ordinance,
  rule, regulation or other requirement (collectively, "Laws"), of
  any government or political subdivision thereof, whether
  federal, state, local or foreign, or any agency or
  instrumentality of any such government or political subdivision,
  or any court or arbitrator (collectively, "Governmental Bodies")
  affecting its Assets or the Business.
  
  SECTION 2.21  Permits.  Dynacor has obtained all licenses,
  permits, certificates, certificates of occupancy, orders,
  authorizations and approvals of (collectively, "Permits"), and
  have made all required registrations and filings with, any
  Governmental Body that are material to the conduct of the
  Business.  All Permits material to the Business are listed on
  Schedule 2.21 and are in full force and effect, no material
  violations are or have been recorded in respect of any Permit,
  and no proceeding is pending or, to the knowledge of Dynacor or
  the Shareholders, threatened to revoke or limit any Permit.  No
  Permit will terminate by reason of the Contemplated Transactions.
  
  SECTION 2.22  Environmental Matters. 
  
  (a)	Except as set forth in Schedule 2.22, there has been no
  manufacture, refining, storage, transport, disposal or treatment
  of Hazardous Substances by Dynacor (or, to the knowledge of
  Dynacor or the Shareholders, any predecessor in interest), or
  any Release at, on or under any Real Property by Dynacor or, to
  the knowledge of Dynacor or the Shareholders, by any other
  person, in violation of any Environmental Law or which would
  require remedial action under any Environmental Law and, to the
  knowledge of Dynacor or the Shareholders, none of the soil,
  ground water or surface water of such Real Property is or has
  been contaminated by any Release.
  
  (b)	Dynacor has not received any written (i) notice of any
  violation with respect to any Environmental Law, or (ii) notice
  of any prior, pending or threatened Regulatory Action or other
  Claim involving Dynacor or any present or former owner, lessee
  or operator of the Real Property.
  
  (c)	Except as set forth in Schedule 2.22, (i) there are no
  incinerators, septic tanks, underground tanks or cesspools
  located, or to the knowledge of Dynacor or the Shareholders,
  which have been located on, at or under the Real Properly, (ii)
  all sewage from the Real Property is discharged into a public
  sanitary sewer system, and (iii) to the knowledge of Dynacor or
  the Shareholders, there has been no Release by Dynacor into the
  atmosphere, any adjoining or adjacent body of water, or
  adjoining or adjacent property.  Dynacor has delivered to DHT
  copies of all environmental reports and all other written
  materials in the possession of Dynacor or the Shareholders
  regarding the environmental matters set forth in this Section
  2.22.
  
  SECTION 2.23  Finders Fees.  Except as otherwise set forth in
  Schedule 2.23, there is no investment banker, broker, finder or
  other intermediary which has been retained by or is authorized
  to act on behalf of any Shareholder or Dynacor who might be
  entitled to any fee or commission from Dynacor upon consummation
  of the Contemplated Transactions.  The Shareholders are solely
  responsible for payment of all fees and commissions of the type
  required to be set forth on Schedule 2.23 and at Closing, no
  claims will exist against the Surviving Corporation for any such
  fees or commissions.
  
  SECTION 2.24  Fees, Commissions and Royalties.  Dynacor has no
  relationships with any distributors, agents, employees or other
  representatives anywhere in the world which is entitled to fees,
  commissions, royalties or any other payments as a result of the
  sale of Dynacor's securities, products, services, or pursuant to
  its on going business, except as disclosed on Schedule 2.24.
  
  SECTION 2.25  FDA Regulation.  Except as provided in Schedule
  2.25, the Business as presently conducted by Dynacor complies
  with all applicable regulations promulgated by the United States
  Food and Drug Administration (the "FDA") when noncompliance may
  reasonably be expected to have a materially adverse effect on
  the properties, operation, business or financial condition of
  Dynacor.  
  
                                         Page 19
  
  SECTION 2.26  Software.  Dynacor has complete and exclusive
  right, title and interest in and to all tangible and intangible
  property rights existing in the software listed on Schedule 2.26
  (the "Software").  The Software has either been acquired or
  developed by Dynacor entirely through its own efforts for its
  own account and the Software is free and clear of all liens,
  claims, co-ownership rights of any kind or nature, encumbrances,
  or equities whatsoever of any third party except as set forth on
  Schedule 2.26.  The Software does not infringe upon any patent,
  copyright, or trade secret of any third party, is fully eligible
  for protection under applicable copyright law and has not been
  forfeited to the public domain, and the source code and system
  specifications for the Software have been maintained in
  confidence or when disclosed been subject to a confidentiality
  agreement.  All personnel, including employees, agents,
  consultants and contractors who have contributed to or
  participated in the conception and development of the Software
  either (i) have been party to a for-hire relationship with
  Dynacor that has accorded Dynacor full, effective and exclusive
  original ownership of all tangible and intangible property
  thereby arising with respect to the Software, or (ii) have
  executed appropriate instruments of assignment in favor of
  Dynacor as assignee that have conveyed to Dynacor full,
  effective and exclusive ownership of all tangible and intangible
  property thereby arising with respect to the Software.  There
  are no agreements or arrangements in effect with respect to the
  marketing, distribution, licensing or promotion of the Software
  by any independent salesperson, distributor, sublicensor or
  other remarketer or sales organization, or any escrow
  arrangements with any person regarding the Software, except as
  set forth on Schedule 2.26.  The Software performs substantially
  in accordance with all functional specifications and
  documentation with respect thereto.
  
  SECTION 2.27  Depositories; Powers of Attorney.  Schedule 2.27
  sets forth (i) the name of each bank or similar entity in which
  Dynacor has an account, lock box or safe deposit box and the
  names of all persons authorized to draw thereon or to have
  access thereto; and (ii) the name of each person holding a
  general or special power of attorney from Dynacor and a
  description of the terms thereof.
  
  SECTION 2.28  Certain Other Representations.  As of the date
  hereof and the Closing Date, (i) the aggregate backlog of
  contracted sales and installations, (ii) the annualized
  recurring maintenance and support revenue for existing
  customers, (iii) the annualized recurring maintenance and
  support for installation to be completed from existing contract
  backlog, and (iv) minimum working capital reserves, shall not be
  less than the respective amounts set forth on Schedule 2.28.  In
  addition total liabilities of Dynacor shall not be greater than
  the amount set forth on Schedule 2.28.
  
  SECTION 2.29  Third Party Software.  Schedule 2.29 sets forth a
  true and complete list of all Third Party Software.  Except as
  set forth in Schedule 2.29, no other Third Party Software is
  required, recommended or otherwise used in connection with the
  Software.  Dynacor has full authority and right to indefinitely
  use and utilize all Third Party Software and is not in any
  manner subject to payment of any ongoing fees, commissions or
  other expenses in connection therewith except as set forth in
  one or more Contracts identified on Schedule 2.13.
  
  SECTION 2.30  Disclosure.  Neither this Agreement, nor the
  Schedules hereto, or any audited or unaudited financial
  statements, documents or certificates furnished or to be
  furnished to DHT by or on behalf of Dynacor or any Shareholder
  pursuant to this Agreement contains any untrue statement of a
  material fact or omits to state a material fact necessary in
  order to make the statements contained herein or therein not
  misleading.  Notwithstanding any right of DHT to fully
  investigate the affairs of Dynacor nor any knowledge of facts
  determined or determinable by DHT pursuant to such
  investigation, DHT have the right to rely fully upon the
  representations, warranties, covenants and agreements of Dynacor
  and the Shareholders contained herein or listed or disclosed on
  any Schedule hereto or in any instrument delivered in connection
  herewith or any of the foregoing.
  
  SECTION 2.31  Board and Shareholder Approval.  The Board of
  Directors of Dynacor has pursuant to unanimous written consent
  (i) determined that the Merger is fair to and in the best
  interests of the Shareholders, (ii) approved the Merger, and
  (iii) resolved to recommend adoption of this Agreement and
  authorization of the Merger to the Shareholders.  No
  anti-takeover provisions under the Laws of Minnesota are
  applicable to the Contemplated Transactions.  The Shareholders
  shall have irrevocably waived any and all notice requirements
  under applicable law relating to the delivery of an agreement of
  merger prior to a stockholders' meeting for the purpose of
  voting in favor of the Merger.
  
                                         Page 20
  
                                ARTICLE 3
  
                 REPRESENTATIONS AND WARRANTIES OF DHT
  
  DHT represents and warrants to the Shareholders that:
  
  SECTION 3.1	Authority Relative to This Agreement.  DHT has full
  power and authority to execute and deliver this Agreement and
  each other Transaction Document to which it is a party and to
  consummate the Contemplated Transactions.  The execution and
  delivery of this Agreement and the consummation of the
  Contemplated Transactions to which DHT is a party have been duly
  and validly authorized and approved by the board of directors
  thereof and no other corporate proceedings on the part of DHT
  are necessary to authorize the execution and delivery by such
  party of this Agreement or the consummation of the Contemplated
  Transactions to which it is a party.  This Agreement has been
  duly and validly executed and delivered by DHT and (assuming the
  valid execution and delivery of this Agreement by the other
  parties hereto) constitutes the legal, valid and binding
  agreement of such party, enforceable against such party in
  accordance with its terms.
  
  SECTION 3.2	No Conflicts; Consents.  The execution, delivery
  and performance by DHT of this Agreement and each other
  Transaction Document to which it is a party and the consummation
  of the Contemplated Transactions to which it is a party will not
  (i) violate any provision of the Articles of Incorporation or
  by-laws of DHT (ii) require DHT to obtain any consent, approval
  or action of or waiver from, or make any filing with, or give
  any notice to, any Governmental Body or any other person, except
  as set forth in Schedule 3.2 (the "DHT Required Consents");
  (iii) if DHT Required Consents are obtained prior to the
  Closing, violate, conflict with or result in the breach or
  default under (after the giving of notice or the passage of
  time) or permit the termination of, any material Contract to
  which DHT is a party or by which either thereof or their
  respective Assets may be bound or subject; or (iv) if DHT
  Required Consents are obtained prior to the Closing, violate any
  Law or Order of any Governmental Body against, or binding upon,
  DHT or upon its respective assets or business.
  
  SECTION 3.3	Corporate Existence and Power.  DHT is a
  corporation duly organized, validly existing and in good
  standing under the laws of its state of incorporation and has
  all requisite corporate powers and all material governmental
  licenses, authorizations, consents and approvals required to
  carry on its business as now conducted.  DHT is duly qualified
  to do business as a foreign corporation and is in good standing
  in each jurisdiction where the character of the property owned
  or leased by it or the nature of its activities makes such
  qualification necessary, except for those jurisdictions where
  the failure to be so qualified would not, individually or in the
  aggregate, have a material adverse effect on the business, its
  Assets, financial condition or the results of operations of DHT
  taken as a whole.  
  
  SECTION 3.4	Finders Fees.  Except as set forth on Schedule 3.4,
  there is no investment banker, broker, finder or other
  intermediary which has been retained by or is authorized to act
  on behalf of DHT who might be entitled to any fee or commission
  from DHT upon consummation of the Contemplated Transactions.
  
                              ARTICLE 4
  
                      COVENANTS AND AGREEMENTS
  
  SECTION 4.1	Conduct of Business of Dynacor.
  
  (a)	From the date hereof through the Closing Date, Dynacor
  agrees, and the Shareholders agree to cause Dynacor to: (i)
  conduct its operations according to the ordinary and usual
  course of the Business consistent with past practice, (ii) use
  best efforts to preserve intact its present business
  organization, structure and personnel, (iii) use best efforts to
  preserve and maintain its Assets, Real Property and goodwill of
  the Business, (iv) use best efforts to preserve its
  relationships with customers and suppliers and others having
  business dealings with it, (v) provide DHT with weekly written
  or telephonic reports relating to Dynacor's business operations
  and with such information as DHT reasonably requests in writing,
  telephonically or at a meeting, (vi) carry insurance, 
  
                                         Page 21 
  
  including liability insurance, in character and amount in accordance
  with past custom and practice; (vii) notify DHT of any lawsuits,
  Claims, proceedings or investigations that are instituted
  against it, its officers or directors, or to their knowledge,
  threatened against Dynacor, its officers or directors, and
  (viii) use best efforts to comply with all material laws, rules,
  regulations and governmental authorities applicable to it and to
  the conduct of the Business.
  
  (b)	Except as otherwise specifically set forth on Schedule
  4.1(b), and other than in the ordinary course of the Business
  consistent with past practices, from the date hereof through the
  Closing Date, without the prior written consent of DHT, Dynacor
  will not, and the Shareholders will cause Dynacor not to: (i)
  change its articles of incorporation, bylaws or organizational
  structure; (ii) incur any debt or other financial obligations;
  (iii) sell, transfer, assign, mortgage, pledge, encumber or
  permit the creation of any lien or security interest with
  respect to, any of its Assets, Real Property or other
  properties; (iv) make any investments or expenditures, incur any
  Liabilities, enter into any Contracts or commitments, or
  otherwise undertake or assume any obligations which,
  individually or in the aggregate, exceed $5,000; (v) hire or
  terminate employees or contractors; (vi) modify, assign or
  hypothecate any existing material Contract; (vii) declare any
  dividends or make any distribution of Assets or cash with
  respect to its capital stock or any bonus or other incentive
  plans; (viii) authorize, issue, sell, restructure or exchange
  any Dynacor Debt or equity securities (including, without
  limitation, stock options or warrants); (ix) make loans,
  advances or prepayments or extend credit to any party; (x) sell,
  discount or factor any Receivables or enter into any similar
  arrangements; (xi) increase compensation payable or to become
  payable to any officer, shareholder, director, consultant, agent
  or employee or otherwise modify benefits payable to any of them;
  or (xii) pay, discharge, settle or satisfy any Claim or
  Liability; or (xiii) not to undertake (nor permit to be
  undertaken) any of the actions specified in Section 2.11.
  
  (c)	From the date hereof through the Closing Date, Dynacor and
  the Shareholders agrees that the affairs of Dynacor will be
  conducted in such a manner so that the representations and
  warranties of Dynacor and the Shareholders contained herein
  shall continue to be true and correct in all material respects
  on and as of the Closing Date as if made on and as of the
  Closing Date.
  
  (d)	From the date hereof through the Closing Date, Dynacor and
  the Shareholders agree that Dynacor will consult with DHT prior
  to any renewal, amendment, extension or termination of, waiver
  of any material right under, or any failure to renew, any
  Contract of the type required to be listed on Schedule 2.13 and
  will not take any such action if DHT objects thereto in writing.
  
  SECTION 4.2	Corporate Examinations and Investigations.  Prior
  to the Closing Date, Dynacor agrees that DHT shall be entitled,
  through its directors, officers, Affiliates, employees,
  attorneys, accountants, representatives, lenders, consultants
  and other agents (collectively, "Representatives") to make such
  investigation of the Assets, the Business and operations of
  Dynacor, and such examination of the books, records and
  financial condition of Dynacor, as DHT reasonably deems
  necessary in order to fully complete its investigations and
  examinations at least three (3) days prior to Closing, and
  Dynacor and the Shareholders shall cooperate fully therein.  In
  that connection, Dynacor and the Shareholders shall make
  available to the Representatives of DHT during such period all
  such information and copies of such documents and records
  concerning the affairs of Dynacor as such Representatives may
  reasonably request, shall permit the Representatives of DHT
  access to the Assets of Dynacor and all parts thereof and to
  their respective employees, customers, suppliers, Contractors
  and others, and shall cause Dynacor's representatives and agents
  to cooperate fully in connection with such review and
  examination.  No investigation by DHT shall diminish or obviate
  any of the representations, warranties, covenants or agreements
  of a Shareholder or Dynacor contained in this Agreement.
  
  SECTION 4.3	Filings and Authorizations; Taxes.  Dynacor and the
  Shareholders, on the one hand, and DHT on the other, shall file
  or supply, or cause to be filed or supplied, all notifications,
  reports and other information required to be filed or supplied
  by Law to effectuate the consummation of the Contemplated
  Transactions.  Dynacor and the Shareholders, on the one hand,
  and DHT on the other, shall cooperate with each other in
  connection with such filings and furnish each other with copies
  of such filings and any correspondence received from any
  Governmental Body in connection therewith.  The Shareholders
  will pay when due all
  
                                         Page 22
  
  Taxes imposed upon them or Dynacor by Law
  arising out of the Contemplated Transactions.  DHT will pay when
  due all Taxes imposed upon it by Law arising out of the
  Contemplated Transactions.  Dynacor and the Shareholders, on the
  one hand, and DHT, on the other, as promptly as practicable,
  shall make, or cause to be made, all filings and submissions
  under such Laws as are applicable to them or to their respective
  Affiliates, as may be required for them to consummate the
  Contemplated Transactions in accordance with the terms of this
  Agreement and shall furnish copies thereof to each other party
  prior to such filing and shall not make any such filing or
  submission to which DHT or the Requisite Shareholders, as the
  case may be, reasonably objects in writing.  All such filings
  shall comply in form and content in all material respects with
  applicable Law.
  
  SECTION 4.4	Efforts to Consummate.  Subject to the terms and
  conditions herein, each party hereto, without payment or further
  consideration, shall use its good faith efforts to take or cause
  to be taken all action and to do or cause to be done all things
  necessary, proper or advisable under applicable Laws, Permits
  and Orders to consummate and make effective, as soon as
  reasonably practicable, the Contemplated Transactions,
  including, but not limited to, the obtaining of all Required
  Consents, DHT Required Consents and Permits or consents of any
  third party, whether private or governmental, required in
  connection with such party's performance of such transactions
  and each party hereto shall cooperate with the other in all of
  the foregoing.  
  
  SECTION 4.5	Negotiations With Others.  From and after the date
  hereof, unless and until this Agreement shall have terminated in
  accordance with its terms, Dynacor and the Shareholders agree
  that none of them will directly or indirectly (i) solicit,
  engage in discussions or engage in negotiations with any person
  (other than DHT or any of its Affiliates) with respect to an
  Acquisition Proposal; (ii) provide information to any person
  (other than DHT or any of its Representatives) in connection
  with an Acquisition Proposal; or (iii) enter into any
  transaction with any person (other than DHT or any of its
  Affiliates) with respect to an Acquisition Proposal.  If any
  Shareholder, Dynacor or any representative thereof receives any
  offer or proposal to enter into discussions or negotiations
  relating to any of the above, Dynacor and the Shareholders will
  immediately notify DHT in writing as to the identity of the
  offeror or the party making any such proposal and the specific
  terms of such offer or proposal.
  
  SECTION 4.6	Notices of Certain Events.  Prior to the Closing
  Date, each of Dynacor and the Shareholders, on the one hand, and
  DHT, on the other, shall promptly notify the other of:
  
  (a)	any notice or other communication received from an person
  alleging that the consent of such person is or may be required
  in connection with the Contemplated Transactions;
  
  (b)	any notice or other communication received from any
  Governmental Body in connection with the Contemplated
  Transactions; 
  
  (c)	any event, condition or circumstance occurring from the
  date hereof through the Closing Date that would constitute a
  violation or breach of any representation or warranty, whether
  made as of the date hereof or as of the Closing Date, or that
  would constitute a violation or breach of any covenant of any
  party contained in this Agreement; and
  
  (d)	any event, condition or circumstance occurring from the
  date hereof through the Closing Date that may have a material
  adverse effect on the Condition of the Business.
  
  SECTION 4.7	Public Announcements.  Prior to the Closing Date,
  Dynacor and the Shareholders will consult with DHT before
  issuing any press release or otherwise making any public
  statement with respect to the Contemplated Transactions, and
  will not issue any such press release or make any such public
  statement without the prior approval of DHT, except as may be
  required by applicable Law in which event DHT shall have the
  right to review and comment upon any such press release or
  public statement prior to its issuance.
  
  SECTION 4.8	Confidentiality.
  
  (a)	DHT shall hold in strict confidence, and shall use its
  best efforts to cause all its Representatives to hold in strict
  confidence, unless compelled to disclose by judicial or
  administrative process, or by other requirements of law, all
  information concerning the Shareholders and Dynacor which it has
  obtained from
  
                                         Page 23
  
  Dynacor, the Shareholders or their representatives
  prior to, on or after the date hereof in connection with the
  Contemplated Transactions, and DHT shall not use or disclose to
  others, or permit the use of or disclosure of, any such
  information so obtained, and will not release or disclose such
  information to any other person, except to its Representatives
  who need to know such information in connection with this
  Agreement and who shall be advised of the provisions of this
  Section 4.8.  The foregoing provision shall not apply to any
  such information to the extent (i) known by DHT prior to the
  date such information was provided to such party in connection
  with the Contemplated Transactions, (ii) made known to DHT from
  a third party not in breach of any confidentiality requirement,
  or (iii) made public through no fault of DHT or any of its
  Representatives.
  
  (b)	If the Contemplated Transactions are not consummated and
  if requested by the Requisite Shareholders, DHT shall return to
  the Shareholders all tangible evidence of such information
  regarding the Shareholders and Dynacor.
  
  SECTION 4.9	Expenses.  Except as otherwise specifically
  provided in this Agreement, DHT and Dynacor shall bear their
  respective expenses.  DHT will bear its own expenses and Dynacor
  will bear the expenses of Dynacor, in each case, incurred in
  connection with the preparation, execution and performance of
  this Agreement and the transactions contemplated hereby,
  including, without limitation, all fees and expenses of their
  respective representatives.
  
  SECTION 4.10  Special Meeting.  As soon as practicable (but in
  no event later than ten days following the execution and
  delivery hereof) following execution and delivery of the
  Agreement, Dynacor and the Shareholders shall cause to be
  convened a duly called and held special meeting or will take
  action by unanimous written consent (the "Meeting") of the
  Shareholders to vote to approve the Merger and to take any other
  actions required by the Shareholders under the laws of
  Minnesota, other applicable Law or the Articles of Incorporation
  or Bylaws of Dynacor, to approve the Contemplated Transactions. 
  At such meeting, each Shareholder will vote his or her Shares in
  favor of the Merger and the other Contemplated Transactions.
  
  SECTION 4.11  Merger Claims.  If, prior to the Closing, any
  Merger Claim is commenced, the Shareholders will bear all of the
  expenses (including reasonable counsel fees and expenses)
  incurred in defending or investigating such Claim and Dynacor
  and the Shareholders will each use its or his best efforts to
  cause such Claim to be dismissed (without the incurrence of
  Liability by Dynacor thereby) prior to the Closing.  Dynacor and
  the Shareholders will give DHT (i) immediate notice of the
  commencement of any Merger Claim and (ii) subject to the
  provisions of Article 6, the opportunity to participate in all
  negotiations and proceedings in connection therewith.
  
  SECTION 4.12  Certain Renewals.  With respect to each Permit
  required to be listed on Schedule 2.21 which may expire prior to
  the Closing Date, Dynacor shall (i) timely file with the
  appropriate Governmental Bodies applications for renewal of each
  such Permit (the "Applications"), (ii) deliver to DHT true and
  complete copies of such Applications, (iii) diligently prosecute
  such Applications to conclusion, and (iv) cooperate fully with
  all Governmental Bodies in the processing of such Applications.
  
  SECTION 4.13  Registration of Rights.  DHT shall grant to the
  Shareholders certain incidental or "piggy-back" registration
  rights with respect to the DHT common stock representing Merger
  Consideration in accordance with the terms of a certain
  Registration Rights Agreement to be delivered at Closing, the
  form of which is attached hereto as Exhibit 4.13.
  
  SECTION 4.14  Dynacor Employee Options.  DHT shall make
  available (as and when approved by the shareholders of DHT) to
  key Dynacor employees (other than Shareholders owning 10% or
  more of Dynacor) an aggregate pool of 60,000 shares of DHT
  common stock pursuant to the terms and conditions of the DHT
  1993 incentive stock option plan.
  
                               Page 24
  
                              ARTICLE 5
  
                       CONDITIONS TO CLOSING
  
  SECTION 5.1	Conditions to the Obligations of the Parties.  The
  obligations of Dynacor and the Shareholders, on the one hand,
  and DHT on the other, to consummate the Contemplated
  Transactions are subject to the satisfaction of the following
  conditions, which, in the case of Section 5.1(b), may be waived
  by DHT and the Requisite Shareholders:
  
  (a)	No Injunction.  No provision of any applicable Law and no
  Order shall prohibit the consummation of the Contemplated
  Transactions.
  
  (b)	No Proceeding or Litigation.  No Claim (other than Claims
  for appraisal rights of Dissenting Shareholders) instituted by
  any person, shall have been commenced or pending against a
  Shareholder, Dynacor or DHT or any of their respective
  Affiliates, officers or directors which Claim seeks to restrain,
  prevent, change or delay in any material respect the
  Contemplated Transactions or seeks to challenge any of the
  material terms or provisions of this Agreement or seeks material
  damages in connection with any of such transactions.
  
  SECTION 5.2	Conditions to the Obligations of the Shareholders
  and Dynacor.  All obligations of the Shareholders and Dynacor
  hereunder are subject, at the option of the Requisite
  Shareholders, to the fulfillment prior to or at the Closing of
  each of the following further conditions:
  
  (a)	Performance.  DHT shall have performed and complied in all
  material respects with all agreements, obligations and covenants
  required by this Agreement to be performed or complied with by
  it at or prior to the Closing Date.
  
  (b)	Representations and Warranties.  The representations and
  warranties of DHT contained in this Agreement and in any
  certificate or other writing delivered by DHT pursuant hereto
  shall be true in all material respects at and as of the Closing
  Date as if made at and as of such time.
  
  (c)	Merger.  The Florida Articles of Merger shall have been
  duly executed by the Surviving Corporation and DHT shall have
  tendered to the Shareholders that portion of the Merger
  Consideration payable at the Closing in accordance with the
  terms of this Agreement.  
  
  (d)	DHT Required Consents.  All material DHT Required Consents
  shall have been obtained.
  
  (e)	Documentation.  There shall have been delivered to Dynacor
  and the Shareholders the following:
  
      (i)	A certificate, dated the Closing Date, of the President
  or any Vice President of DHT confirming the matters set forth in
  Section 5.2(a) and (b) hereof.
      (ii)	A certificate, dated the Closing Date, of the Secretary
  or Assistant Secretary of DHT certifying, among other things,
  that attached or appended to such certificate (A) is a true and
  correct copy of its Articles of Incorporation and all amendments
  if any thereto as of the date thereof; (B) is a true and correct
  copy of its By-laws as of the date hereof, (C) is a true copy of
  all corporate actions taken by it, including resolutions of its
  board of directors authorizing the execution, delivery and
  performance of this Agreement, and each other document to be
  delivered by such party pursuant hereto; and (D) are the names
  and signatures of its duly elected or appointed officers who are
  authorized to execute and deliver this Agreement and any
  certificate, document or other instrument in connection herewith.
      (iii)	Evidence of the good standing and corporate existence
  of DHT reasonably requested by Dynacor or the Requisite
  Shareholders.
  
                                         Page 25
  
      (iv)	A signed opinion of DHT's counsel, dated the Closing
  Date and addressed to the Shareholders, substantially in the
  form of opinion annexed as Exhibit 5.2C hereto.
      (v)	Copies of all DHT Required Consents.
  
  (f)	Employment Agreements.  DHT shall have executed and
  delivered Employment Agreements substantially in the form of
  Exhibit 5.2A with the following Shareholders:  Craig T. Arneson,
  Richard D. Hausten and Robert R. Harris.
  
  (g)	Stock Option Agreements.  DHT shall have executed and
  delivered Stock Option Agreements substantially in the form
  attached hereto as Exhibit 5.2B with Craig T. Arneson, Richard
  D. Hausten, Robert R. Harris.
  
  SECTION 5.3	Conditions to the Obligations of DHT.  All
  obligations of DHT hereunder are subject, at the option of DHT,
  to the fulfillment prior to or at the Closing of each of the
  following further conditions:
  
  (a)	Performance.  Each of Dynacor and the Shareholders shall
  have performed and complied in all material respects with all
  agreements, obligations and covenants required by this Agreement
  to be performed or complied with by it, him or her at or prior
  to the Closing Date.
  
  (b)	Representations and Warranties.  The representations and
  warranties of Dynacor and the Shareholders contained in this
  Agreement and in any certificate or other writing delivered by
  Dynacor and the Shareholders pursuant hereto shall be true in
  all material respects at and as of the Closing Date as if made
  at and as of such time.
  
  (c)	Environmental Matters.  DHT shall not have received an
  environmental report from an environmental consultant regarding
  the Real Property stating that the representations in Article 2
  with respect to environmental matters are inaccurate in any
  material respect.
  
  (d)	Required Consents.  All Required Consents shall have been
  obtained.
  
  (e)	Dynacor 401(k) Plan.  Dynacor's existing 401(k) plan shall
  have been frozen prior to the Closing Date.
  
  (f)	Dynacor Employment Agreements.  Except as set forth on
  Schedule 5.3(e), all existing employment agreements, together
  with any and all amendments thereto, between Dynacor and any of
  its employees (including, without limitation, all phantom stock,
  bonus, incentive, severance or other compensation agreements)
  shall be terminated prior to Closing.
  
  (g)	Shareholder Approval.  This Agreement and the Merger shall
  have been approved and adopted by no less than 100% of the
  Shareholders entitled to vote thereon at the Meeting and the
  Florida Articles of Merger and the Minnesota Articles of Merger
  shall have been duly filed.
  
  (h)	Schedules.  All schedules not delivered to DHT upon
  execution hereof, and all updates to schedules delivered upon
  execution hereof, shall have been delivered prior to Closing and
  accepted and agreed to by DHT at its sole discretion.
  
  (i)	Documentation.  There shall have been delivered to DHT the
  following:
      (i)	A certificate dated the Closing Date of Dynacor and each
  Shareholder confirming the matters relating to it set forth in
  Sections 5.3(a) and (b).
      (ii)	A certificate, dated the Closing Date, of the President
  and Secretary of Dynacor 
  
                                         Page 26
  
  certifying, among other things, that
  attached or appended to such certificate (A) is a true and
  correct copy of its Articles of Incorporation and all amendments
  if any thereto as of the date thereof; (B) is a true and correct
  copy of its By-laws as of the date hereof; (C) is a true copy of
  all corporate actions taken by it, including resolutions of its
  board of directors authorizing the execution, delivery and
  performance of this Agreement, and each other document to be
  delivered by such party pursuant hereto; and (D) are the names
  and signatures of its duly elected or appointed officers who are
  authorized to execute and deliver this Agreement and any
  certificate, document or other instrument in connection herewith.
      (iii)	Evidence of the good standing and corporate existence
  of Dynacor reasonably requested by DHT.
      (iv)	The resignations, dated on or before the Closing Date,
  of each director and officer of Dynacor.
      (v)	A signed opinion of Dynacor's and the Shareholders'
  counsel, dated the Closing Date, addressed to DHT, substantially
  in the form of the opinion annexed as Exhibit 5.3A hereto.
      (vi)	Copies of all Required Consents and Permits. 
      (vii)	An executed general release by each Shareholder in
  favor of Dynacor substantially in the form of Exhibit 5.3B
  hereto.
      (viii)	An executed estoppel certificate and consent to
  assignment of Lease from the landlord under the Lease
  substantially in the form of Exhibit 5.3C hereto.
      (ix)	An executed copy of the Escrow Agreement.
      (x)	Executed employment agreements with Craig T. Arneson,
  Richard D. Hausten and Robert R. Harris, fully executed copies
  of which shall be attached hereto at Closing as Exhibit 5.3D.
      (xi)	Possession and control of the Assets of Dynacor
  (including all corporate books, seals, bank accounts, records
  and documents).
  
                            ARTICLE 6
  
                         INDEMNIFICATION
  
  SECTION 6.1	Survival of Representations and Warranties.
  
  (a)	Notwithstanding any right of DHT fully to investigate the
  affairs of Dynacor and notwithstanding any knowledge of facts
  determined or determinable by DHT pursuant to such investigation
  or right of investigation, DHT has the right to rely fully upon
  the representations, warranties, covenants and agreements of
  Dynacor and the Shareholders contained in this Agreement, or
  listed or disclosed on any Schedule hereto or in any instrument
  delivered in connection with or pursuant to any of the
  foregoing.  All such representations, warranties, covenants and
  agreements shall survive the execution and delivery of this
  Agreement and the Closing hereunder.  Notwithstanding the
  foregoing, all representations and warranties of Dynacor and the
  Shareholders contained in this Agreement, on any Schedule hereto
  or in any instrument delivered in connection with or pursuant to
  this Agreement, the indemnification obligations of the
  Shareholders in respect of the matters specified in clauses (i)
  and (ii) of Section 6.2 shall terminate and expire 18 months
  after the Closing Date; provided, however, that the liability of
  the Shareholders shall not terminate as to any specific claim or
  claims of the type referred to in Section 6.2 hereof, whether or
  not fixed as to liability or liquidated as to amount, with
  respect to which such Shareholders have been given specific
  notice on or prior to the date on which such liabilities would
  otherwise terminate pursuant to the terms of this Section 6.1. 
  Notwithstanding the foregoing, the Shareholders
  
   
                                      Page 27
  
  acknowledge that their obligation to indemnify DHT and the 
  Surviving Corporation with respect to any Excluded Tax Liabilities,
  Environmental Liabilities and Merger Claims shall survive the Closing 
  until the expiration of any applicable statute of limitations with
  respect thereto, and such obligation shall not be affected by
  the expiration of any representation and warranty of Dynacor or
  the Shareholders under this Section 6.1(a).
  
  (b)	All representations, warranties, covenants and agreements
  of DHT shall terminate and expire 18 months after the Closing
  Date, provided, however, that the liability of DHT shall not
  terminate as to any specific claim or claims of the type
  referred to in Section 6.3 hereof, whether or not fixed as to
  liability or liquidated as to amount, with respect to which DHT
  has been given specific notice on or prior to the date on which
  such Liability would otherwise terminate pursuant to the terms
  of this Section 6.1(b).
  
  SECTION 6.2	Obligation of the Shareholders to Indemnify. 
  Subject to the provisions of Section 6.5, each Shareholder,
  jointly and severally agrees to indemnify, defend and hold
  harmless DHT and the Surviving Corporation (and their respective
  directors, officers, employees, Affiliates, successors and
  assigns) from and against all Claims, losses, liabilities,
  damages, deficiencies, judgments, settlements, costs of
  investigation or other expenses (including interest, penalties
  and reasonable attorneys' fees and disbursements and expenses
  incurred in enforcing this indemnification) (collectively, the
  "Losses") suffered or incurred by DHT or the Surviving
  Corporation or any of the foregoing persons arising out of (i)
  any breach of the representations and warranties of Dynacor or
  the Shareholders contained in this Agreement or in the Schedules
  or any Transaction Document, (ii) any breach of the covenants
  and agreements of Dynacor or the Shareholders contained in this
  Agreement or in the Schedules or any Transaction Document, (iii)
  any Environmental Liabilities, (iv) any Merger Claims and (v)
  any Excluded Tax Liabilities.
  
  SECTION 6.3	Obligation of DHT to Indemnify.  DHT agrees to
  indemnify, defend and hold harmless each Shareholder (and any
  director, officer, employee, Affiliate or successors and assigns
  of any thereof) from and against any Losses suffered or incurred
  by such Shareholder or any of the foregoing persons arising out
  of any breach of the representations and warranties of DHT or of
  the covenants and agreements of DHT contained in this Agreement
  or in the Schedules or any Transaction Documents. 
  
  SECTION 6.4	Notice and Opportunity to Defend Third Party Claims.
  
  (a)	Promptly after receipt by any party hereto (the
  "Indemnitee") of notice of any demand, claim, circumstance or
  Tax Audit which would or might give rise to a claim or the
  commencement (or threatened commencement) of any action,
  proceeding or investigation (an "Asserted Liability") that may
  result in a Loss, the Indemnitee shall give prompt notice
  thereof (the "Claims Notice") to the party or parties obligated
  to provide indemnification pursuant to Section 6.2 or 6.3
  (collectively, the "Indemnifying Party").  The Claims Notice
  shall describe the Asserted Liability in reasonable detail and
  shall indicate the amount (estimated, if necessary, and to the
  extent feasible) of the Loss that has been or may be suffered by
  the Indemnitee.  The rights of the Indemnifying Party to defend
  Asserted Liabilities under Section 6.4(b) in the case of
  Asserted Liabilities against Dynacor or the Shareholders shall
  be exercised by the Requisite Shareholders.
  
  (b)	The Indemnifying Party may elect to defend, at its own
  expense and with its own counsel, any Asserted Liability unless
  (i) the Asserted Liability seeks an injunction or other
  equitable or declaratory relief against the Indemnitee or (ii)
  the Indemnitee shall have reasonably concluded that there is a
  conflict of interest between the Indemnitee and the Indemnifying
  Party in the conduct of such defense.  If the Indemnifying Party
  elects to defend such Asserted Liability, it shall within thirty
  (30) days (or sooner, if the nature of the Asserted Liability so
  requires) notify the Indemnitee of its intent to do so, and the
  Indemnitee shall cooperate, at the expense of the Indemnifying
  Party, in the defense of such Asserted Liability.  If the
  Indemnifying Party elects not to defend the Asserted Liability,
  is not permitted to defend the Asserted Liability by reason of
  the first sentence of this Section 6.4(b), fails to notify the
  Indemnitee of its election as herein provided or contests its
  obligation to indemnify under this Agreement with respect to
  such Asserted Liability, the Indemnitee may pay, compromise or
  defend such Asserted Liability at the sole cost and expense of
  the Indemnifying Party.  Notwithstanding the foregoing, neither
  the Indemnifying Party nor the Indemnitee may settle or
  compromise any claim over the reasonable written objection of
  the other, provided that the Indemnitee may settle or compromise
  any claim as to 
  
                                         Page 28
  
  which the Indemnifying Party has failed to
  notify the Indemnitee of its election under this Section 6.4(b)
  or as to which the Indemnifying Party is contesting its
  indemnification obligations hereunder and provided further, that
  if any Indemnitee shall fail to consent to the monetary terms of
  any proposed settlement or compromise of any Asserted Liability,
  the Indemnifying Party shall not thereafter be obligated to pay
  the Indemnitee in respect of such Asserted Liability under this
  Article 6 in excess of the amount it would have been required to
  pay to the Indemnitee in connection with such proposed
  settlement or compromise.  In any event, the Indemnitee and the
  Indemnifying Party may participate, at their own expense, in the
  defense of any Asserted Liability.  If the Indemnifying Party
  chooses to defend any Asserted Liability, the Indemnitee shall
  make available to the Indemnifying Party any books, records or
  other documents within its control that are necessary or
  appropriate for such defense.  Any Losses of any Indemnitee for
  which indemnification is available hereunder shall be paid
  within thirty (30) days following written demand therefor.
  
  SECTION 6.5	Limits on Indemnification.  Notwithstanding
  anything contained in this Article 6 to the contrary, the
  Shareholders shall not have any obligation to indemnify DHT or
  the Surviving Corporation pursuant to Section 6.2 hereof with
  respect to any Losses specified therein unless and until DHT and
  the Surviving Corporation shall have incurred Losses in an
  aggregate amount in excess of $25,000, in which event DHT and
  the Surviving Corporation shall be entitled to be indemnified
  for all of their Losses.  
  
  SECTION 6.6	Adjustment.  It is the intent of the parties that
  any amounts paid under Sections 6.2 or 6.3 shall represent an
  adjustment of the Merger Consideration and the parties will
  report such payments consistent with such intent.  Nevertheless,
  if any payment pursuant to Section 6.2 or 6.3 hereof would be
  treated by any Tax Authority as other than a Merger
  Consideration adjustment and would, on that basis, be includable
  in the gross income of the Indemnitee that is reported to such
  Tax Authority, then such payment shall be increased by the
  amount necessary so that the Indemnitee is fully and completely
  indemnified on an after-tax basis.  For purposes of this
  Agreement, the term "Losses" shall be calculated after taking
  into account the receipt of any and all insurance proceeds.
  
                                 ARTICLE 7
  
                                TERMINATION
  
  SECTION 7.1	Termination.  This Agreement may be terminated and
  the Contemplated Transactions may be abandoned at any time prior
  to the Closing:
  
  (a)	By mutual written consent of the Requisite Shareholders
  and DHT;
  
  (b)	By the Requisite Shareholders if (i) there has been a
  material misrepresentation or breach of warranty on the part of
  DHT in the representations and warranties contained herein and
  such material misrepresentation or breach of warranty, if
  curable, is not cured within thirty (30) days after written
  notice thereof from the Requisite Shareholders, or (ii) DHT has
  committed a material breach of any covenant imposed upon it
  hereunder and fails to cure such breach within thirty (30) days
  after written notice thereof from the Requisite Shareholders.
  
  (c)	By DHT, if (i) there has been a material misrepresentation
  or breach of warranty on the part of Dynacor or any Shareholder
  in the representations and warranties contained herein and such
  material misrepresentation or breach of warranty, if curable, is
  not cured within thirty (30) days after written notice thereof
  from DHT, (ii) Dynacor or any Shareholder has committed a
  material breach of any covenant imposed upon it or him hereunder
  and fails to cure such breach within thirty (30) days after
  written notice thereof from DHT, or (iii) any condition to DHT's
  obligations hereunder becomes incapable of fulfillment through
  no fault of DHT and is not waived by DHT.
  
  (d)	By the Requisite Shareholders or by DHT, if there shall be
  any Law that makes consummation of the Contemplated Transactions
  illegal or otherwise prohibited, or if any Order enjoining Dynacor
  
                                         Page 29
  
  from consummating the Contemplated Transactions is
  entered and such Order shall have become final and
  nonappealable; and
  
  (e)	By either the Requisite Shareholders or DHT if the Closing
  shall not have occurred on or prior to June 30, 1997, provided
  if so terminated by the Requisite Shareholders, the conditions
  specified in Section 7.1(b), above shall have been satisfied on
  the date of termination, or, if terminated by DHT, the
  conditions specified in Section 7.1(c) shall have been satisfied
  on the date of termination.
  
  SECTION 7.2	Effect of Termination; Right to Proceed.  In the
  event that this Agreement shall be terminated pursuant to
  Section 7.1, all further obligations of the parties under the
  Agreement shall terminate without further liability of any party
  hereunder except (i) to the extent that a party has made a
  material misrepresentation hereunder or committed a breach of
  the material covenants and agreements imposed upon it hereunder,
  (ii) to the extent that any condition to a party's obligations
  hereunder became incapable of fulfillment because of the breach
  by a party of its obligations hereunder, (iii) that the
  agreements contained in Sections 4.7, 4.8 and 4.9 shall survive
  the termination hereof.  In the event that a condition precedent
  to its obligation is not met, nothing contained herein shall be
  deemed to require any party to terminate this Agreement, rather
  than to waive such condition precedent and proceed with the
  Contemplated Transactions.
  
                                  ARTICLE 8
  
                                MISCELLANEOUS
  
  SECTION 8.1	Notices.
  
  (a)	Any notice or other communication required or permitted
  hereunder shall be in writing and shall be delivered personally
  by hand or by recognized overnight courier, telecopied or mailed
  (by registered or certified mail, postage prepaid) as follows:
      (i) 	If to DHT, one copy to:
           Dynamic Healthcare Technologies, Inc.
           101 Southhall Lane, Suite 210
           Maitland, FL  32751
           Attention:  Mitchel J. Laskey, President and CEO
           Fax:  (407) 875-9915
  
           with a copy to:
           Cohen, Berke, Bernstein, 
           Brodie & Kondell, P.A.
           2601 South Bayshore Drive, 19th Floor
           Miami, FL  33133
           Attention:  Richard N. Bernstein, Esq.
           Fax:  (305) 857-0857
  
      (ii)	If to Dynacor, one copy to:
           Dynacor, Inc.
           7300 W. 147th Street
           Apple Valley, Minnesota 55124
           Attention:  Craig T. Arneson, President 
           Fax:  (612) 431-4989
  
                                          Page 30
  
           with a copy to:
           Severson, Sheldon, Daugherty & Molenda, P.A.
           7300 W. 147th Street, Suite 600
           Apple Valley, Minnesota 55124
           Attention:  Larry S. Severson, Esq.
           Fax:  (612) 432-3780
  
      (iii)	If to the Shareholders, one copy to the addresses
  listed on Schedule 2.1.
  
  (b)	Each such notice or other communication shall be effective
  (i) if given by telecopier, when such telecopy is transmitted to
  the telecopier number specified in Section 8.1(a) (with
  confirmation of transmission; provided, however, that if such
  confirmation is received later than 5 p.m., notice shall be
  effective on the next following business day) or (ii) if given
  by any other means, when delivered at the address specified in
  Section 8.1(a).  Any party by notice given in accordance with
  this Section 8.1 to the other party may designate another
  address (or telecopier number) or person for receipt of notices
  hereunder.  Notices by a party may be given by counsel to such
  party.
  
  SECTION 8.2	Entire Agreement.  This Agreement (including the
  Schedules and Exhibits hereto) and the collateral agreements
  executed in connection with the consummation of the Contemplated
  Transactions contain the entire agreement between the parties
  with respect to the subject matter hereof and related
  transactions and supersede all prior agreements, written or
  oral, with respect thereto.
  
  SECTION 8.3	Waivers and Amendments; Non-Contractual Remedies;
  Preservation of Remedies.  This Agreement may be amended,
  superseded, canceled, renewed or extended only by a written
  instrument signed by the Requisite Shareholders and DHT.  The
  provisions hereof may be waived in writing by the Requisite
  Shareholders and DHT.  No delay on the part of any party in
  exercising any right, power or privilege hereunder shall operate
  as a waiver thereof, nor shall any Waiver on the part of any
  party of any such right, power or privilege, nor any single or
  partial exercise of any such right, power or privilege, preclude
  any further exercise thereof or the exercise of any other such
  right, power or privilege.  Except as otherwise provided herein,
  the rights and remedies herein provided are cumulative and are
  not exclusive of any rights or remedies that any party may
  otherwise have at law or in equity.
  
  SECTION 8.4	Governing Law; Venue.  This Agreement shall be
  governed and construed in accordance with the laws of the State
  of Florida applicable to agreements made and to be performed
  entirely within such State, without regard to the conflict of
  law rules thereof.  Venue with respect to any disputes arising
  in connection herewith shall be Orange County, Florida.
  
  SECTION 8.5	Binding Effect; No Assignment.  This Agreement and
  all of its provisions, rights and obligations shall be binding
  upon and shall inure to the benefit of the parties hereto and
  their respective successors, heirs and legal representatives. 
  This Agreement may not be assigned (including by operation of
  Law) by a party without the express written consent of DHT (in
  the case of assignment by Dynacor or any Shareholder) or the
  Requisite Shareholders (in the case of assignment by DHT) and
  any purported assignment, unless so consented to, shall be void
  and without effect.  Nothing herein express or implied is
  intended or shall be construed to confer upon or to give anyone
  other than the parties hereto and their respective heirs, legal
  representatives and successors any rights or benefits under or
  by reason of this Agreement and no other party shall have any
  right to enforce any of the provisions of this Agreement.
  
  SECTION 8.6	Exhibits.  All Exhibits and Schedules attached
  hereto are hereby incorporated by reference into, and made a
  part of, this Agreement.
  
  SECTION 8.7	Severability.  If any provision of this Agreement
  for any reason shall be held to be illegal, invalid or
  unenforceable, such illegality shall not affect any other
  provision of this Agreement, but this Agreement shall be
  construed as if such illegal, invalid or unenforceable provision
  had never been included herein.
  
                                       Page 31
  
  SECTION 8.8	Counterparts.  The Agreement may be executed in any
  number of counterparts, each of which shall be deemed to be an
  original as against any party whose signature appears thereon,
  and all of which shall together constitute one and the same
  instrument.  This Agreement shall become binding when one or
  more counterparts hereof, individually or taken together, shall
  bear the signatures of all of the parties reflected hereon as
  the signatories.
  
  SECTION 8.9	Third Parties.  Except as specifically set forth or
  referred to herein, nothing herein express or implied is
  intended or shall be construed to confer upon or give to any
  person other than the parties hereto and their permitted
  successors or assigns, any rights or remedies under or by reason
  of this Agreement or the Contemplated Transactions.
  
                          ARTICLE 9
  
                         DEFINITIONS
  
  SECTION 9.1	Definitions.  The following terms, as used herein,
  have the following meanings:
  
      "Acquisition Proposal" shall mean any proposal for the
  acquisition of, or merger or other business combination
  involving Dynacor or the sale of the Shares or the sale of any
  equity interest in, or the Business or any Assets of, Dynacor
  (except in the ordinary course), other than the transactions
  contemplated by this Agreement.
  
      "Affiliate" of any person means any other person directly or
  indirectly through one or more intermediary persons,
  controlling, controlled by or under common control with such
  person.
  
      "Agreement" or "this Agreement" shall mean, and the words
  "herein", "hereof" and "hereunder" and words of similar import
  shall refer to, this agreement as it from time to time may be
  amended.
  
      "Articles of Incorporation" shall mean, in the case of any
  corporation, the certificate of incorporation, articles of
  incorporation or charter of a corporation, howsoever denominated
  under the laws of the jurisdiction of its incorporation.
  
      "Assets" shall mean properties, rights, interests and assets
  of every kind, real, personal or mixed, tangible and intangible,
  used or usable in the Business.
  
      The term "audit" or "audited" when used in regard to financial
  statements shall mean an examination of the financial statements
  by a firm of independent certified public accountants in
  accordance with generally accepted auditing standards for the
  purpose of expressing an opinion thereon.
  
      "Business" shall mean the ownership and operation of the
  Assets comprising the business operations of Dynacor.  
  
      "Contract" shall mean any contract, agreement, indenture,
  note, bond, lease, conditional sale contract, mortgage, license,
  franchise, instrument, commitment or other binding, arrangement,
  whether written or oral.
  
      "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
      The term "control", with respect to any person, shall mean the
  power to direct the management and policies of such person,
  directly or indirectly, by or through stock ownership, agency or
  otherwise, or pursuant to or in connection with an agreement,
  arrangement or understanding (written or oral) with one or more
  other persons by or through stock ownership, agency or
  otherwise; and the terms "controlling"  and "controlled" shall
  
                                          Page 32
  
  have meanings correlative to the foregoing.
  
      "Deferred Compensation Liabilities" shall mean all payments
  required to be made by Dynacor under any Employee Benefit Plan.
  
      "Dynacor Debt" shall mean (i) money borrowed by Dynacor from
  any person; (ii) any indebtedness of Dynacor arising under
  leases required to be capitalized under GAAP or evidenced by a
  note, bond, debenture or similar instrument; (iii) any
  indebtedness of Dynacor arising under purchase money obligations
  or representing the deferred purchase price of property and
  services (other than current trade payables incurred in the
  ordinary course of the Business) and (iv) any Liability of
  Dynacor under any guaranty, letter of credit, performance credit
  or other agreement having the effect of assuring a creditor
  against loss.
  
      "Environmental Laws" shall mean any federal, state or local
  statute, ordinance or promulgated rule or regulation, any
  judicial or administrative order or judgment applicable to
  Dynacor (whether or not by consent), any duties imposed by
  common law and any provision or condition of any permit, license
  or other operating authorization, in each case as in effect as
  of the date of this Agreement and relating to (a) the protection
  of (i) the environment or (ii) the public welfare from actual or
  potential exposure (or the effects of exposure) to any actual or
  potential release, discharge, disposal or emission (whether past
  or present) of any Hazardous Substance, or (b) the manufacture,
  processing, distribution, use, treatment, storage, disposal,
  transport or handling, of any Hazardous Substance.
  
      "Environmental Liabilities" shall mean any and all Liabilities
  of the Shareholders, Dynacor (or the Surviving Corporation)
  arising out of (i) Claims by third parties made under
  Environmental Laws or (ii) remedial action required by
  Environmental Laws, in each case, to the extent arising out of
  events, transactions, facts or circumstances occurring or
  existing on or prior to the Closing Date.
  
      "ERISA" shall mean the Employee Retirement Income Security Act
  of 1974, as amended.
  
      "Excluded Tax Liabilities" shall mean any and all Liabilities
  for Taxes (other than Tax Liabilities arising out of the
  Contemplated Transactions that are payable by DHT or the
  Surviving Corporation hereunder) that are payable by the
  Shareholders or Dynacor pursuant to the terms of this Agreement
  or pursuant to Law or that are payable by the Shareholders,
  Dynacor (or the Surviving Corporation) arising out of events,
  transactions, facts or circumstances occurring or existing on or
  prior to the Closing Date.
  
      "GAAP" shall mean generally accepted accounting principles in
  effect on the date hereof as set forth in the opinions and
  pronouncements of the Accounting Principles Board of the
  American Institute of Certified Public Accountants and
  statements and pronouncements of the Financial Accounting
  Standards Board or in such other statements by such other entity
  as may be approved by a significant segment of the accounting
  profession of the United States.
  
      "Hazardous Substances" shall mean any pollutants,
  contaminants, hazardous or toxic substance, material, or waste
  which is or becomes regulated by any local or state governmental
  authority, or the United States government.  The term "Hazardous
  Substances" includes, without limitation, any material or
  substance which is (i) designated as a "hazardous substance"
  pursuant to Section 311 of the Federal Water Pollution Control
  Act, 33 U.S.C. ' 1321, (ii) defined as a "hazardous waste"
  pursuant to Section 1004 of the Federal Resource Conservation
  and Recovery Act, 42 U.S.C ' 6901 et seq. (42 U.S.C. ' 6903),
  (iii) defined as a "hazardous substance" pursuant to Section 101
  of the Comprehensive Environmental Response, Compensation and
  Liability Act, 42 U.S.C. ' 9601 et seq., (iv) petroleum products
  and wastes, or (v) asbestos or asbestos-containing material.
  
      "Inventory" shall mean, as of any date, collectively, all
  inventories of products owned by Dynacor and held for sale,
  distribution or license, together with packaging and samples
  thereof, owned by Dynacor as of such date.
  
                                        Page 33
  
      "IRS" shall mean the Internal Revenue Service.
  
      The term "knowledge" with respect to (a) any individual shall
  mean actual knowledge and (b) any corporation shall mean the
  actual knowledge of the directors and the executive officers of
  such corporation; and "knows" has a correlative meaning.
  
      "Liability" shall mean any direct or indirect indebtedness,
  liability, assessment, claim. loss, damage, deficiency,
  obligation or responsibility, fixed or unfixed, choate or
  inchoate. liquidated or unliquidated, secured or unsecured,
  accrued, absolute, actual or potential, contingent or otherwise
  (including any liability under any guaranties, letters of
  credit, performance credits or with respect to insurance loss
  accruals).
  
      "Lien" shall mean, with respect to any Asset, any mortgage,
  lien (including mechanics, warehousemen, laborers and landlords
  liens), claim, pledge, charge, security interest, preemptive
  right, right of first refusal, option, judgment, title defect,
  or encumbrance of any kind in respect of or affecting such Asset.
  
      "Merger Claims" shall mean any Claim made by any Shareholder,
  any Representative of any Shareholder, Dynacor or any Contractor
  of Dynacor, whether arising prior to or after the Closing, that
  challenges the validity, legality or fairness of the
  Contemplated Transactions or any actions of Dynacor or the
  Shareholders taken in connection therewith, or the adequacy or
  fairness of the Merger Consideration, including any Claims for
  appraisal rights commenced by any Dissenting Shareholder.
  
      "Noncurrent Liabilities" shall mean all Liabilities (other
  than deferred Tax Liabilities) of the Surviving Corporation and
  its Subsidiaries on a consolidated basis that, in accordance
  with GAAP, are or should be classified as noncurrent liabilities.
  
      The term "person" shall mean an individual, corporation,
  partnership, joint venture, association, trust, unincorporated
  organization or other entity, including a government or
  political subdivision or an agency or instrumentality thereof.
  
      "Receivables" shall mean as of any date any trade accounts
  receivable, notes receivable, sales representative advances and
  other miscellaneous receivables of Dynacor (or the Surviving
  Corporation) arising in the ordinary course of the Business.
  
      "Regulatory Actions" shall mean any claim, demand, action,
  suit or proceeding brought or instigated by any Governmental
  Body in connection with any Environmental Law, including,
  without limitation, civil, criminal and/or administrative
  proceedings, whether or not seeking costs, damages, penalties or
  expenses.
  
      "Release" shall mean the intentional or unintentional,
  spilling, leaking, disposing, discharging or disturbance of, or
  emitting, depositing, injecting, leaching, escaping, or any
  other release or threatened release to or from, however defined,
  any Hazardous Substance in violation of any Environmental Law.
  
      "Requisite Shareholders" shall mean the Shareholders holding
  Shares as indicated on Schedule 2.1 that equal in the aggregate
  a majority of all Shares indicated on Schedule 2.1.
  
      "Reportable Event" shall mean any of the events described in
  Section 4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.
  
      "Tax" (including, with correlative meaning, the terms "Taxes"
  and "Taxable") shall mean (i) any net income, gross income,
  gross receipts, sales, use, ad valorem, transfer, transfer
  gains, franchise, profits, license, withholding, payroll,
  employment, excise, severance, stamp, rent, recording,
  occupation, premium, real or personal property, intangibles,
  environmental or windfall profits tax, alternative or add-on
  minimum tax, customs duty or other tax, fee, duty, levy, impost,
  assessment or charge of any kind whatsoever (including but not
  limited to taxes assessed to real property and water and sewer
  rents relating thereto), together with any interest and any
  penalty, addition to tax or additional amount imposed by any
  Governmental Body (domestic or foreign) (a "Tax
  
                                       Page 34
  
  Authority") responsible for the imposition of any such tax, with 
  respect to Dynacor, the Shareholders, the Surviving Corporation, any
  Subsidiary, the Business or the Assets (or the transfer thereof
  or of the Merger); (ii) any liability for the payment of any
  amount of the type described in the immediately preceding clause
  (i) as a result of Dynacor or any Subsidiary being a member of
  an affiliated or combined group with any other corporation at
  any time on or prior to the Closing Date and (iii) any liability
  of Dynacor or the Surviving Corporation for the payment of any
  amounts of the type described in the immediately preceding
  clause (i) as a result of a contractual obligation to indemnify
  any other person.
  
      "Tax Return" shall mean any return or report (including
  elections, declarations, disclosures, schedules, estimates and
  information returns) required to be supplied to any Tax
  Authority.
  
       "Third Party Software" shall mean the computer programs
  developed and owned by parties other than Dynacor which are
  used, specified or utilized in or in conjunction with the
  Software or recommended for use in or in conjunction therewith.
  
      "Transaction Documents" shall mean, collectively, this
  Agreement, and each of the other agreements and instruments to
  be executed and delivered by all or some of the parties hereto
  in connection with the consummation of the transactions
  contemplated hereby.
  
      The term "voting power" when used with reference to the
  capital stock of, or units of equity interests in, any person
  shall mean the power under ordinary circumstances (and not
  merely upon the happening of a contingency) to vote in the
  election of directors of such person (if such person is a
  corporation) or to participate in the management and control of
  such person (if such person is not a corporation).
  
  SECTION 9.2	Interpretation.  Unless the context otherwise
  requires, the terms defined in Section 9.1 shall have the
  meanings herein specified for all purposes of this Agreement,
  applicable to both the singular and plural forms of any of the
  terms defined herein.  All accounting terms defined in Section
  9.1, and those accounting terms used in this Agreement not
  defined in Section 9.1, except as otherwise expressly provided
  herein, shall have the meanings customarily given thereto in
  accordance with GAAP.  When a reference is made in this
  Agreement to Sections, such reference shall be to a Section of
  this Agreement unless otherwise indicated.  The headings
  contained in this Agreement are for reference purposes only and
  shall not affect in any way the meaning or interpretation of
  this Agreement.  Whenever the words "include", "includes" or
  "including" are used in this Agreement, they shall be deemed to
  be followed by the words "without limitation."
  
                                         Page 35
  
  IN WITNESS WHEREOF, the undersigned have executed this
  Agreement and Plan of Merger as of the date set forth above.
  
                                        DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                        a Florida corporation
  
  /S/ CRAIG T. ARNESON                  By:  /S/ MITCHEL J. LASKEY
  Craig T. Arneson,individually              Mitchel J. Laskey, President
                                             and Chief Executive Officer
  
  /S/ RICHARD D. HAUSTEN
  Richard D. Hausten, individually      DYNACOR INC., a Minnesota corporation
  
  /S/ ROBERT R. HARRIS                  By:  /S/ CRAIG T. ARNESON
  Robert R. Harris                           Craig T. Arneson, President
  
  /S/ EUGENE W. DIETZ
  Eugene W. Dietz, individually         DYNACOR INVESTMENTS, LLP., a
                                        Minnesota limited liability partnership
  /S/ RONALD D. BRAATZ
  Ronald D. Braatz, individually        By: /S/ CRAIG T. ARNESON
                                            Craig T. Arneson, partner
  
                                        By: /S/ RICHARD D. HAUSTEN
                                            Richard D. Hausten, partner
  
                                        By: /S/ ROBERT R. HARRIS
                                            Robert R. Harris, partner
  
                                        E.W.D. DYNACOR GROUP, LLP,
                                        a Minnesota limited liability partnership
  
                                        By: /S/ EUGENE W. DIETZ
                                            Eugene W. Dietz, managing partner
  
                                       Page 36