EXHIBIT 2.1

The Registrant entered into a separate Agreement and Plan of Merger with each of
its former subsidiaries: DAOU Sentient, Inc., a Delaware corporation; DAOU
Synexus, Inc., a Delaware corporation; DAOU TMI, Inc., a Delaware corporation;
DAOU RHI, Inc., a Delaware corporation; and Enosus, Inc., a Delaware
corporation. The Agreement and Plan of Merger, dated December 28, 2000, by and
between the Registrant and DAOU RHI, Inc., which is attached, is substantially
identical in all material respects to each other Agreement and Plan of Merger by
and between the Registrant and each other subsidiary. As provided in Item 601 of
Regulation S-K, only one copy of the Agreement and Plan of Merger is attached.
Each Agreement and Plan of Merger is identical except that each was entered into
with a different subsidiary.

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AGREEMENT AND PLAN OF MERGER

between

DAOU Systems, Inc.

and

DAOU - RHI, Inc.

Dated as of December 28, 2000

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TABLE OF CONTENTS

Page

1. DEFINITIONS AND USE OF TERMS. 1
1.1 Construction........................................................................... 1
1.2 Definitions............................................................................ 2
2. THE MERGER; CLOSING......................................................................... 4
2.1 Basic Transaction...................................................................... 4
2.2 Effective Time; Closing................................................................ 4
2.3 Effect of the Merger................................................................... 5
2.4 Certificate of Incorporation; Bylaws................................................... 5
2.5 Directors and Officers................................................................. 5
2.6 Succession, Liabilities and Further Assurances......................................... 5
2.7 Cancellation of Securities............................................................. 6
2.8 Stock Transfer Books................................................................... 6
3. REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY................................................ 6
3.1 Organization and Good Standing........................................................ 6
3.2 Enforceability; No Conflict........................................................... 7
3.3 Capitalization........................................................................ 7
3.4 Intellectual Property................................................................. 8
3.5 Contracts; No Defaults................................................................ 8
3.6 Compliance with Legal Requirements; Governmental Authorizations....................... 8
3.7 Legal Proceedings; Orders............................................................. 9
3.8 Board Recommendation.................................................................. 10
4. REPRESENTATIONS AND WARRANTIES OF THE PARENT............................................... 10
4.1 Organization.......................................................................... 10
4.2 Enforceability; No Conflict........................................................... 10
4.3 Certain Proceedings................................................................... 11
5. ADDITIONAL AGREEMENTS...................................................................... 11
5.1 Required Approvals.................................................................... 11
5.2 Notification.......................................................................... 11
6. CONDITIONS PRECEDENT TO THE SUBSIDIARY'S OBLIGATION TO CLOSE............................... 12

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Page

6.1 Accuracy of Representations........................................................... 12
6.2 Subsidiary's Performance.............................................................. 12
6.3 Additional Documents.................................................................. 12
6.4 No Proceedings........................................................................ 13
6.5 No Prohibition........................................................................ 13
7. CONDITIONS PRECEDENT TO SUBSIDIARY'S OBLIGATION TO CLOSE................................... 13
7.1 Accuracy of Representations........................................................... 13
7.2 The Parent's Performance.............................................................. 13
7.3 Additional Documents.................................................................. 14
7.4 No Prohibition........................................................................ 14
8. TERMINATION................................................................................ 14
8.1 Termination Events.................................................................... 14
8.2 Effect of Termination................................................................. 14
9. GENERAL PROVISIONS......................................................................... 15
9.1 Further Assurances.................................................................... 15
9.2 Entire Agreement and Modification..................................................... 15
9.3 Severability.......................................................................... 15
9.4 No Third-Party Rights................................................................. 15
9.5 Governing Law......................................................................... 15
9.6 Counterparts.......................................................................... 15

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is entered into as of
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December 28, 2000, by and between DAOU Systems, Inc., a Delaware corporation
(the "Parent"), and DAOU - RHI, Inc., a Delaware corporation and a wholly-owned
------
subsidiary of the Parent (the "Subsidiary"). The Parent and the Subsidiary are
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referred to herein individually as a "Party" collectively as the "Parties."
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PRELIMINARY STATEMENTS

A. The Parent is a corporation duly organized and validly existing under
the laws of the State of Delaware, and is authorized to issue (i) fifty million
(50,000,000) shares of common stock, $.001 par value per share, of which
seventeen million seven hundred twelve thousand seven hundred sixty-eight
(17,712,768) shares are issued and outstanding as of the date of this Agreement
and (ii) six million six hundred three thousand four hundred thirty (6,603,430)
shares of preferred stock, $.001 par value per share, of which two million one
hundred eighty-two thousand (2,182,000) shares are issued and outstanding as of
the date of this Agreement.

B. The Subsidiary is a corporation duly organized and validly existing
under the laws of the State of Delaware and is authorized to issue common stock.
The issued and outstanding shares of common tock are referred to herein as the
"Subsidiary Shares".
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C. The Parent is the sole stockholder of the Subsidiary Shares.

D. The respective Boards of Directors of the Parent and the Subsidiary,
deeming it advisable and in the best interests of each such corporation and its
respective stockholders, have approved and adopted this Agreement providing for
the merger of the Subsidiary with and into the Parent (the "Merger") as
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authorized by Section 253 of the Delaware General Corporation Law ("DGCL"), upon
----
the terms and conditions set forth in this Agreement.

AGREEMENT

The Parties, intending to be legally bound, agree as follows:

1. Definitions and Use of Terms.

1.1 Construction.
------------

All references in this Agreement to "Articles," "Sections" or refer to the
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corresponding Articles and Sections of this Agreement, respectively, unless the
context indicates otherwise. The headings of Articles and Sections are provided
for convenience only and should not affect the construction or interpretation of
this Agreement. All words used in this Agreement should be construed to be of
such gender or number as the circumstances require. The terms "include" or
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"including" indicate examples of a foregoing general statement and not a
- ----------
limitation on that general statement. Any reference to a statute refers to the
statute, any amendments or successor legislation, and all regulations
promulgated under or implementing the statute, as in effect at the relevant
time. Any reference to a Contract (as defined below) or other document as of a
given

date means the Contract or other document as amended, supplemented, and modified
from time to time through such date.

1.2 Definitions.
-----------
For the purposes of this Agreement, the following terms and variations on
them have the meanings specified in this Section:

"Business Day" means a day of the year in which banks are not required or
------------
authorized to be closed in the City of San Diego, California.

"Certificate of Ownership and Merger" is defined in Section 2.2.
-----------------------------------

"Closing" means the consummation and completion of the Merger and the
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transactions contemplated hereby.

"Closing Date" is defined in Section 2.2.
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"Consent" means any approval, consent, ratification, waiver, or other
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authorization.

"Contract" means any contract, agreement, commitment, understanding, lease,
--------
license, franchise, warranty, guaranty, mortgage, note, bond, or other
instrument or consensual obligation (whether written or oral and whether express
or implied) that is legally binding.

"Contravene" -- an act or omission would "Contravene" something if, as the
----------
context requires:

(a) the act or omission would conflict with it, violate it, result in
a breach or violation of or failure to comply with it, or constitute a
default under it;

(b) the act or omission would give any Governmental Body or other
Person the right to challenge, revoke, withdraw, suspend, cancel,
terminate, or modify it, to exercise any remedy or obtain any relief under
it, or to declare a default or accelerate the maturity of any obligation
under it; or

(c) the act or omission would result in the creation of an Encumbrance
on the stock or assets of the Subsidiary or the Parent, as appropriate.

"DGCL" is defined in the Preliminary Statements.
----

"Effective Time" is defined in Section 2.2.
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"Encumbrance" means any charge, claim, mortgage, servitude, easement, right
-----------
of way, community or other marital property interest, covenant, equitable
interest, lien, option, pledge, security interest, preference, priority, right
of first refusal, or similar restriction.

"GAAP" means generally accepted accounting principles for financial
----
reporting in the United States.

"Governmental Authorization" means any franchise, grant, approval, Consent,
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license, permit, easement, variance, exception, certificate, order, waiver,
registration or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.

"Governmental Body" means any:
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(a) nation, region, state, county, city, town, village, district, or
other jurisdiction;

(b) federal, state, local, municipal, foreign, or other government;

(c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, or other entity and
any court or other tribunal);

(d) multinational organization;

(e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, policy, regulatory, or taxing authority
or power of any nature; and

(f) official of any of the foregoing.

"Intellectual Property" is defined in Section 3.4.
---------------------

"Legal Requirement" means any constitution, law, statute, treaty, rule,
-----------------
regulation, ordinance, binding case law or principle of common law, notice,
approval or Order of any Governmental Body, and any Contract with any
Governmental Body relating to compliance with any of the foregoing.

"Liabilities" includes liabilities or obligations of any nature, whether
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known or unknown, whether absolute, accrued, contingent, choate, inchoate, or
otherwise, whether due or to become due, and whether or not required to be
reflected on a balance sheet prepared in accordance with GAAP.

"Merger" is defined in the Preliminary Statements.
------

"Order" means any order, injunction, judgment, decree, ruling, assessment,
-----
or arbitration award of any Governmental Body or arbitrator.

"Ordinary Course of Business" means the ordinary course of business
---------------------------
consistent with past custom and practice (including with respect to quantity and
frequency).

"Organizational Document" means any charter, articles, bylaws, certificate,
-----------------------
statement, statutes, or similar document adopted, filed, or registered in
connection with the creation, formation, or organization of an entity, and any
Contract among all equityholders, partners, or members of an entity.

"Parent" is defined in the first paragraph of this Agreement.
------

"Parties" and "Party" are defined in the first paragraph of this Agreement.
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"Person" refers to an individual or an entity, including a corporation,
------
share company, limited liability company, partnership, trust, association, joint
venture, joint stock company, unincorporated organization, Governmental Body, or
any other body with legal personality separate from its equityholders or
members.

"Proceeding" means any action, arbitration, audit, examination,
----------
investigation, hearing, litigation, or suit (whether civil, criminal,
administrative, judicial, or investigative, whether formal or informal, and
whether public or private) commenced, brought, conducted, or heard by or before,
or otherwise involving, any Governmental Body or arbitrator.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as
-----------------------
amended.

"Subsidiary" is defined in the first paragraph of this Agreement.
----------

"Subsidiary Contract" means any Contract (a) under which Subsidiary has or
-------------------
may acquire rights, (b) under which Subsidiary is or may become subject to
Liability, or (c) by which Subsidiary or any of its assets is or may become
bound.

"Subsidiary Shares" is defined in the Preliminary Statements.
-----------------

"Surviving Corporation" is defined in Section 2.1.
---------------------

"Threatened" -- an action or matter would be considered to have been
----------
"Threatened" if a demand or statement has been made or a notice has been given,
or any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such action or matter is likely to be
asserted, commenced, taken or otherwise pursued in the future.

2. The Merger; Closing.

2.1 Basic Transaction.
-----------------

Upon the terms and subject to the conditions set forth in this Agreement
and in accordance with the DGCL, at the Effective Time, the Subsidiary shall be
merged with and into the Parent. The Parent shall be the surviving corporation
in the Merger (the "Surviving Corporation") and continue to exist under and be
---------------------
governed by the laws of the State of Delaware. The separate corporate existence
of the Subsidiary shall cease, and the outstanding shares of capital stock of
the Subsidiary shall be canceled in the manner provided in Section 2.7 of this
Agreement. The name of the Surviving Corporation shall be "DAOU Systems, Inc."

2.2 Effective Time; Closing.
-----------------------

As promptly as practicable after Closing, and in no event later than the
first Business Day following the satisfaction or, if permissible, waiver of the
conditions set forth in Articles 6 and 7 (or such other date as may be agreed in
writing by each of the Parties), the Parties shall cause the

Merger to be consummated by filing a certificate of ownership and merger,
substantially in the form attached hereto as Annex A (the "Certificate of
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Ownership and Merger"), with the Secretary of State of Delaware in such form as
- ---------------------
is required by, and executed in accordance with the relevant provisions, of the
DGCL. The Merger shall become effective on the date and time of the filing of
the Certificate of Ownership and Merger with the Secretary of State of Delaware
(or such later time as may be agreed in writing by each of the Parties and
specified in the Certificate of Ownership and Merger) (the "Effective Time").
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Immediately prior to the filing of the Certificate of Ownership and Merger, the
Closing will be held at the offices of the Parent, San Diego, California (or
such other place as the Parties may agree) on the first Business Day after the
date on which the last of the conditions to Closing set forth in Articles 6 and
7 hereof (other than conditions to be satisfied at the Closing) are fulfilled or
waived by the appropriate Party, as the case may be (or such other time, date or
place as the Parties may agree) (the "Closing Date").
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2.3 Effect of the Merger.
--------------------
At the Effective Time, the effect of the Merger shall be as provided in the
applicable provisions of the DGCL.

2.4 Certificate of Incorporation; Bylaws.
------------------------------------

(a) The certificate of incorporation of the Parent, as in effect
immediately prior to the Effective Time, shall be the certificate of
incorporation of the Surviving Corporation, until thereafter amended as provided
therein or by applicable law.

(b) The bylaws of the Parent, as in effect immediately prior to the
Effective Time, shall be the bylaws of the Surviving Corporation until
thereafter amended as provided therein or by applicable law.

2.5 Directors and Officers.
----------------------

The persons who are directors and officers of the Parent immediately prior
to the Effective Time shall, after the Effective Time, be the directors and
officers of the Surviving Corporation until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation,
removal or disqualification in accordance with the articles of incorporation and
bylaws of the Surviving Corporation and applicable law.

2.6 Succession, Liabilities and Further Assurances.
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(a) All corporate acts, plans, policies, applications, agreements,
orders, registrations, licenses, approvals, and authorizations of the Parties,
their respective shareholders, Boards of Directors, committees elected or
appointed by their Boards of Directors, officers, and agents, which were valid
and effective immediately prior to the Effective Time, shall be taken for all
purposes on and after the Effective Time as acts, plans, policies, applications,
agreements, orders, registrations, licenses, approvals, and authorizations of
the Surviving Corporation and shall be as effective and binding thereon as the
same were with respect to the Parties immediately prior to the Effective Time.

(b) At the Effective Time, all rights, title, and interests to all
property owned by each of the Parties shall be allocated to and vested in the
Surviving Corporation without reversion or impairment, without further act or
deed, and without any transfer or assignment having occurred, but subject to any
existing liens thereon.

(c) The Surviving Corporation shall, at the Effective Time and
thereafter, be responsible and liable for all Liabilities of each of the
Parties, and a Proceeding pending against any Party may be continued as if the
Merger did not occur, or the Surviving Corporation may be substituted in the
Proceeding in place of any Party.

(d) If at any time the Surviving Corporation shall deem or be advised
that additional grants, assignments, confirmations or assurances are necessary
or desirable to vest or to perfect or confirm of record or otherwise in the
Surviving Corporation the title to any property of any Party, the officers, or
any of them, or the directors of such Party may execute and deliver any and all
such deeds, assignments, confirmation and assurances and do all things necessary
or proper so as best to prove, confirm and ratify to such property in the
Surviving Corporation or otherwise to carry out the purposes of the Merger and
the terms of this Agreement. The Surviving Corporation shall have the same power
and authority to act in respect to any debt, liabilities and duties of the
Parties as the Parties would have had, had they continued in existence.

2.7 Cancellation of Securities.
--------------------------

At the Effective Time, each issued and outstanding Subsidiary Share that
was held by the Parent immediately before the Effective Time, shall, by virtue
of the Merger and without any action on the part of the holders thereof, be
canceled and retired and shall cease to exist, and all certificates representing
such Shares shall be canceled, and no cash or securities or other property shall
be issued in the Merger in respect to such Shares.

2.8 Stock Transfer Books.
--------------------

From and after the Effective Time, the stock transfer books of the
Subsidiary shall be closed, and no transfer of the capital stock of the
Subsidiary shall be made or consummated thereafter.

3. Representations and Warranties of SUBsidiary.

The Subsidiary represents and warrants to the Parent that the statements
contained in this Article 3 are correct and complete in all material respects as
of the date of this Agreement and will be correct and complete in all material
respects as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Article 3).

3.1 Organization and Good Standing.
------------------------------

(a) The Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, with full
corporate power and authority to

conduct its business as it is now being conducted, to own or use the properties
and assets that it purports to own or use, and to perform all its obligations
under all Subsidiary Contracts.

(b) The Subsidiary does not, directly or indirectly, have any equity,
voting or ownership interests in any corporation, partnership, joint venture,
limited liability company or other legal entity.

3.2 Enforceability; No Conflict.
---------------------------

(a) Assuming due authorization, execution and delivery of this
Agreement by the Parent, this Agreement constitutes the legal, valid, and
binding obligation of the Subsidiary, enforceable against the Subsidiary in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws of general application
affecting the enforceability of creditor's rights generally or by general
principles of equity whether applied by a court of law or equity. The Subsidiary
has the absolute and unrestricted right, power, authority, and capacity to
execute and deliver this Agreement and to perform its obligations under this
Agreement.

(b) The Subsidiary is not and will not be required to give any notice
to any Person or obtain any Consent or Governmental Authorization in connection
with the execution and delivery of this Agreement or the consummation or
performance of any of the transactions contemplated hereby, except the filing
and recordation of an appropriate Certificate of Ownership and Merger with the
Secretary of State of Delaware as required by the DGCL.

(c) Neither the execution and delivery of this Agreement nor the
consummation or performance of any of the transactions contemplated hereby will
directly or indirectly (with or without notice or lapse of time):

(i) Contravene any provision of the Organizational Documents
of the Subsidiary, or any resolution adopted by the Board of Directors or
stockholder of the Subsidiary;

(ii) Contravene any Subsidiary Contract, Governmental
Authorization, Legal Requirement or Order to which the Subsidiary, or any of the
assets owned or used by the Subsidiary, may be subject; or

(iii) result in the imposition or creation of any Encumbrance
upon or with respect to any of the assets owned or used by the Subsidiary.

3.3 Capitalization.
--------------

As of the date of this Agreement, only the Subsidiary Shares are issued and
outstanding, all of which are validly issued, fully paid and nonassessable and
not subject to preemptive rights. Immediately prior to the Effective Time, the
authorized capital stock of the Subsidiary will be the same as set forth in the
first sentence of this Section 3.3. No shares of capital stock of the
Subsidiary have been acquired by the Subsidiary that are subject to outstanding
pledges by the Subsidiary to secure the future payment of some or all of the
purchase price for such shares. As of the date of this Agreement, there are no
options, warrants or other rights, agreements, arrangements or commitments of
any character relating to the issued or unissued capital stock of

the Subsidiary obligating the Subsidiary to issue or sell any shares of capital
stock of, or other equity interests in, the Subsidiary. There are no outstanding
contractual obligations of the Subsidiary to repurchase, redeem or otherwise
acquire any shares of capital stock of the Subsidiary.

3.4 Intellectual Property.
---------------------

(a) "Intellectual Property" means all intellectual property owned,
used or licensed (as licensor or licensee) by the Subsidiary.

(b) There are no outstanding and, to the Subsidiary's knowledge, no
Threatened disputes or disagreements with respect to any Subsidiary Contracts
relating to the Intellectual Property.

(c) (i) The Subsidiary is the owner or licensee of all right, title,
and interest in and to the Intellectual Property, free and clear of all
Encumbrances, and has the absolute right to use all of the Intellectual Property
without payment to a third party.

(ii) All former and current employees of the Subsidiary have
executed written Contracts with the Subsidiary that assign to the Subsidiary all
rights to any inventions, improvements, discoveries, or information relating to
the business of the Subsidiary.

3.5 Contracts; No Defaults.
----------------------

(a) The Subsidiary has not Contravened any of the applicable terms
and requirements of any Subsidiary Contract, and the Subsidiary has no knowledge
of any Contravention of any Subsidiary Contract by the other party or parties to
it.

(b) There are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any Subsidiary Contract, and no one has made
written demand for such renegotiations. The Subsidiary has no knowledge that any
party to a Subsidiary Contract does not intend to renew it.

3.6 Compliance with Legal Requirements; Governmental Authorizations.
---------------------------------------------------------------

(a) The Subsidiary is, and at all times since its incorporation, has
been in all material respects, in full compliance with each Legal Requirement
that is or was applicable to it or to the conduct or operation of its business
or the ownership or use of any of its assets.

(b) No event has occurred or circumstance exists that (with or
without notice or lapse of time) may cause the Subsidiary to Contravene any
Legal Requirement or may give rise to any obligation on the part of the
Subsidiary to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature.

(c) The Subsidiary has not received, at any time since its
incorporation, any notice or other communication (whether oral or written) from
any Governmental Body or any other Person regarding any actual, alleged,
possible, or potential Contravention of any Legal Requirement or any actual,
alleged, possible, or potential obligation on the part of any of the

Subsidiary to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature.

(d) The Subsidiary is, and at all times since its incorporation, has
been, in full compliance with all of the terms and requirements of each such
Governmental Authorization.

(e) No event has occurred or circumstance exists that may (with or
without notice or lapse of time) constitute or result directly or indirectly in
Contravention of any Governmental Authorization.

(f) The Subsidiary has not received, at any time since its
incorporation, any notice or other communication (whether oral or written) from
any Governmental Body or any other Person regarding any actual, alleged,
possible, or potential Contravention of any Governmental Authorization.

(g) All applications required to have been filed for the renewal of
such Governmental Authorizations have been duly filed on a timely basis with the
appropriate Governmental Bodies, and all other filings required to have been
made with respect to such Governmental Authorizations have been duly made on a
timely basis with the appropriate Governmental Bodies.

(h) All such Governmental Authorizations are renewable by their terms
or in the Ordinary Course of Business without the need to comply with any
special qualification procedures or to pay any amounts other than routine fees
or similar charges.

3.7 Legal Proceedings; Orders.
-------------------------

(a) There is no pending Proceeding:

(i) by or against the Subsidiary or that otherwise relates to or
may affect the business of, or any of the assets owned or used by, the
Subsidiary; or

(ii) that challenges, or that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, any of the transactions
contemplated hereby.

To the knowledge of the Subsidiary, no such Proceeding has been
Threatened.

(b) There is no Order to which the Subsidiary, its business or any of
its assets is subject.

(c) To the knowledge of the Subsidiary, no officer, director, agent,
or employee of the Subsidiary is subject to any Order that prohibits such
officer, director, agent, or employee from engaging in or continuing any
conduct, activity, or practice relating to the business of the Subsidiary.

(d) The Subsidiary is, and at all times since its incorporation, has
been, in full compliance with all of the terms and requirements of each Order to
which it, or any of the assets owned or used by it, is or has been subject.

(e) No event has occurred or circumstance exists that may constitute
or result in (with or without notice or lapse of time) a violation of or failure
to comply with any term or requirement of any Order to which the Subsidiary or
any of the assets owned or used by the Subsidiary, is subject.

3.8 Board Recommendation.
--------------------

The Board of Directors of the Subsidiary has adopted a resolution (a)
approving the Merger, based on a determination that the Merger is fair to, and
in the best interests of, the stockholder of the Subsidiary and (b) approving
this Agreement and the transactions contemplated hereby and unanimously
recommending approval of this Agreement and the transactions contemplated hereby
by the stockholder of the Subsidiary.

4. Representations and Warranties of the parent.

The Parent represents and warrants to the Subsidiary as follows:

4.1 Organization.
------------

The Parent is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

4.2 Enforceability; No Conflict.
---------------------------

(a) The Parent has the absolute and unrestricted right, power, and
authority to execute and deliver this Agreement and to perform its obligations
under this Agreement, which action has been duly authorized and approved by all
necessary corporate action of the Parent. Assuming the execution and delivery of
this Agreement by the Subsidiary, this Agreement constitutes the legal, valid,
and binding obligation of the Parent, enforceable against the Parent in
accordance with the terms of this Agreement, except as enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws of general
application affecting the enforceability of creditor's rights generally or by
general principles of equity whether applied by a court of law or equity.

(b) The Parent will not be required to obtain any Governmental
Authorization or Consent in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the transactions
contemplated hereby, except the filing and recordation of an appropriate
Certificate of Ownership and Merger with the Secretary of State of Delaware as
required by the DGCL.

(c) Neither the execution and delivery of this Agreement by the
Parent nor the consummation or performance of any of the transactions
contemplated hereby by the Parent will

give any Person the right to prevent, delay, or otherwise interfere with any of
the transactions contemplated hereby pursuant to:

(i) any provision of the Parent's Organizational Documents;

(ii) any resolution adopted by the board of directors or the
Parent;

(iii) any Legal Requirement or Order to which the Parent may be
subject; or

(iv) any Contract to which the Parent is a party or by which
the Parent may be bound.

4.3 Certain Proceedings.
-------------------

There is no pending Proceeding that has been commenced against the Parent
and that challenges, or may have the effect of preventing, delaying, making
illegal, or otherwise interfering with, any of the transactions contemplated
hereby. To the Parent's knowledge, no such Proceeding has been Threatened.

5. ADDITIONAL AGREEMENTS.

5.1 Required Approvals.
------------------

As promptly as practicable after the date of this Agreement, the Parties
will make all filings that Legal Requirements require them to make to consummate
the transactions contemplated hereby. Between the date of this Agreement and
the Closing Date, each Party will cooperate with the other Party with respect to
all filings that the other Party elects to make or that Legal Requirements
require such Party to make in connection with the transactions contemplated
hereby.

5.2 Notification.
------------

Between the date of this Agreement and the Closing Date, the Subsidiary
will promptly notify the Parent in writing of: (a) any fact or condition that
causes or constitutes a breach of any of the Subsidiary's representations and
warranties as of the date of this Agreement, or (b) the occurrence after the
date of this Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a breach of any such
representation or warranty had that representation or warranty been made as of
the time of the occurrence or discovery of such fact or condition. Such
delivery will not affect any rights of the Parent under Section 8.2 and will not
prevent or cure any misrepresentation, breach of warranty, or breach of
contract. During the same period, the Subsidiary will promptly notify the
Parent of the occurrence of any breach of any covenant of the Subsidiary in this
Article or of the occurrence of any event that may make the satisfaction of the
conditions in Article 6 impossible or unlikely.

6. Conditions Precedent to the subsidiary's Obligation to Close.

The Subsidiary's obligation to consummate the Merger and to take the other
actions required to be taken by the Subsidiary at the Closing is subject to the
satisfaction, on or before the Closing Date, of each of the following conditions
(any of which may be waived by the Parent in writing, in whole or in part):

6.1 Accuracy of Representations.
---------------------------

(a) Except as set forth in Section 6.1(b), all of the Subsidiary's
representations and warranties in this Agreement (considered both individually
and collectively) must have been accurate in all material respects as of the
date of this Agreement, and must be accurate in all material respects for those
representations and warranties as of the Closing Date as if then made.

(b) Each of the Subsidiary's representations and warranties in
Section 3.2(a) must have been accurate in all respects as of the date of this
Agreement, and must be accurate in all respects as of the Closing Date as if
then made.

(c) The Parent shall have received an officer's certificate of the
Subsidiary to the effect that each of the conditions specified in Sections 6.1,
6.2, 6.4 and 6.5 is satisfied in all respects.

6.2 Subsidiary's Performance.
------------------------

(a) All of the covenants and obligations that the Subsidiary is
required to perform or to comply with pursuant to this Agreement on or before
the Closing Date (considered both collectively and individually) must have been
duly performed and complied with in all material respects.

(b) The Subsidiary must have (i) delivered each document, agreement
and certificate that is required to be delivered pursuant to this Article 6; and
(ii) performed and complied with, in all respects, each of the covenants and
obligations in Section 5.1 and each of the covenants and obligations in this
Agreement that the Subsidiary is required to perform or comply with on or before
the Closing Date that contains an express materiality qualification.

6.3 Additional Documents.
--------------------

The Subsidiary must have caused to be delivered to the Parent such
documents as the Parent may reasonably request for the purpose of (i) evidencing
the accuracy of any of the Subsidiary's representations and warranties, (ii)
evidencing the performance by the Subsidiary of, or the compliance by the
Subsidiary with, any covenant or obligation required to be performed or complied
with by the Subsidiary, (iii) evidencing the satisfaction of any condition
referred to in this Article, or (iv) otherwise facilitating the consummation or
performance of any of the transactions contemplated hereby.

6.4 No Proceedings.
--------------

Since the date of this Agreement, there must not have been commenced or
Threatened any action, suit, or proceeding before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or
before any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling, or charge would (a) prevent consummation of any of the
transactions contemplated by this Agreement, (b) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, (c)
affect adversely the right of the Parent to own the Subsidiary Shares and to
control the Subsidiary, or (d) affect adversely the right of any of the
Subsidiary to own its assets and to operate its businesses (and no such
injunction, judgment, order, decree, ruling, or charge shall be in effect).

6.5 No Prohibition.
--------------

Neither the consummation nor the performance of any of the transactions
contemplated hereby will, directly or indirectly (with or without notice or
lapse of time), Contravene, or cause the Parent to suffer any adverse
consequence under, (a) any applicable Legal Requirement or Order, or (b) any
Legal Requirement or Order that has been published, introduced, or otherwise
proposed by or before any Governmental Body.

7. Conditions Precedent to subsidiary's Obligation to Close.

7.1 Accuracy of Representations.
---------------------------

All of the Parent's representations and warranties in this Agreement
(considered collectively and individually) must have been accurate in all
material respects as of the date of this Agreement and must be accurate in all
material respects as of the Closing Date as if then made.

7.2 The Parent's Performance.
------------------------

All of the covenants and obligations that the Parent are required to
perform or to comply with pursuant to this Agreement on or before the Closing
Date (considered both collectively and individually) must have been performed
and complied with in all material respects.

(a) The Parent must have executed and delivered each of the documents
required to be delivered by the Parent pursuant to this Article 7.

(b) The Subsidiary must have received an officer's certificate of the
Parent to the effect that the condition specified in Section 7.1 is satisfied in
all respects.

7.3 Additional Documents.
--------------------

The Parent must have caused to be delivered to the Subsidiary such
documents as the Subsidiary may reasonably request for the purpose of (a)
evidencing the accuracy of any representation or warranty of the Parent, (b)
evidencing the performance by the Parent of, or the compliance by the Parent
with, any covenant or obligation required to be performed or complied with by
the Parent, (c) evidencing the satisfaction of any condition referred to in this
Article, or (d) otherwise facilitating the consummation of any of the
transactions contemplated hereby.

7.4 No Prohibition.
--------------

There must not be in effect any Legal Requirement or Order that (a)
prohibits the consummation of the transactions contemplated hereby, and (b) has
been adopted or issued, or has otherwise become effective, since the date of
this Agreement.

8. Termination.

8.1 Termination Events.
------------------
This Agreement may, by notice given before or at the Closing and subject to
Section 8.2, be terminated:

(a) by the Parent, on the one hand, or the Subsidiary, on the other
hand, if a material breach of any provision of this Agreement has been committed
by the other Party and such breach has not been waived;

(b) (i) by the Parent, if any condition in Article 6 has not been
satisfied as of the date specified for Closing in Section 2.2 or if satisfaction
of such a condition by such date is or becomes impossible (other than through
the failure of the Parent to comply with its obligations under this Agreement)
and the Parent has not waived such condition on or before such date; or

(ii) by the Subsidiary, if any condition in Article 7 has not
been satisfied as of the date specified for Closing in Section 2.2 or if
satisfaction of such a condition by such date is or becomes impossible (other
than through the failure of the Subsidiary to comply with their obligations
under this Agreement) and the Subsidiary has not waived such condition on or
before such date; or

8.2 Effect of Termination.
---------------------

Each Party's right of termination under Section 8.1 is in addition to any
other rights it may have under this Agreement or otherwise, and the exercise of
such right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 8.1, all obligations of the Parties
will terminate.

9. General Provisions.

9.1 Further Assurances.
------------------

The Parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents, and
(c) to do such other acts and things, all as the other Party may reasonably
request for the purpose of carrying out the intent of this Agreement, the Merger
and the transactions contemplated hereby.

9.2 Entire Agreement and Modification.
---------------------------------

This Agreement supersedes all prior agreements among the Parties with
respect to its subject matter and constitutes (along with the documents
delivered pursuant to this Agreement) a complete and exclusive statement of the
terms of the agreement between the Parties with respect to its subject matter.
This Agreement may not be amended except by a written agreement executed by the
Party to be charged with the amendment.

9.3 Severability.
------------

If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.

9.4 No Third-Party Rights.
---------------------

Nothing expressed or referred to in this Agreement will be construed to
give any Person, other than the Parties to this Agreement, any legal or
equitable right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement.

9.5 Governing Law.
-------------

This Agreement will be governed by and construed under the laws of the
State of Delaware without regard to conflicts of laws principles that would
require the application of any other law.

9.6 Counterparts.
------------

This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.

The Parties have executed and delivered this Agreement as of the date
indicated in the first sentence of this Agreement.

DAOU SYSTEMS, INC.

By: _____________________________

Name: ___________________________

Title: __________________________

DAOU - RHI, INC.

By: _____________________________

Name: ___________________________

Title: __________________________