1997 CORP, POS AM, 1998-07-28

1997 CORP
POS AM, 1998-07-28
BLANK CHECKS

Previous: WNC HOUSING TAX CREDIT FUND VI LP SERIES 5, 8-K/A, 1998-07-28

Next: KASPER A S L LTD, 424B3, 1998-07-28

As filed with the Securities and Exchange Commission on July 28, 1998

Registration No. 333-24671
- --------------------------------------------------------------------------------

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

1997 CORP.
(Exact name of Registrant as specified in its charter)

DELAWARE 6770 13-3936988
(State of Incorporation) (Primary Standard (IRS Employer
Industrial Class - I.D. No.)
Identification Code No.)

315 West 106th Street, 4th Floor
New York, New York 10025
(212) 678-6231

(Address, including zip code, telephone number, including
area code of principal executive offices)

Judith S. Haselton
1997 Corp.
315 West 106th Street, 4th Floor
New York, New York 10025
(212) 678-6231

(Name, address, including zip code and telephone,
including area code, number of agent for service)

COPIES TO:
<TABLE>

<S> <C> <C>
Joseph A. Smith Dale S. Bergman, P.A. Scott Lodin
Epstein Becker & Green, P.C. Michael Karsch CyBear, Inc.
250 Park Avenue, Broad and Cassel 4001 SW 47 Ave.
New York, New York 10177 201 S. Biscayne Boulevard Ft. Lauderdale, Florida 33314
(212) 351-4924 Miami, Florida 33131 (954) 584-0300
(305) 373-9400
</TABLE>

Approximate Date of Commencement of Proposed Offering: As soon as possible after
the Registration Statement becomes effective.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JULY 28, 1998

PROSPECTUS

30,000 SHARES OF COMMON STOCK

1997 CORP.
(A DELAWARE CORPORATION)

This prospectus relates to the acquisition by 1997 Corp., a Delaware
corporation ("1997 Corp.") of Cybear, Inc. ("Cybear" or the "Company"), a
Florida corporation. This prospectus describes Cybear and its business and
includes audited financial statements of Cybear and 1997 Corp.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL
DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" ON PAGE 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1997 CORP. HAS REGISTERED THE SECURITIES, OR AN EXEMPTION FROM REGISTRATION HAS
BEEN OBTAINED (OR IS OTHERWISE AVAILABLE), ONLY IN THE STATES OF MARYLAND, NEW
YORK, RHODE ISLAND AND THE DISTRICT OF COLUMBIA (THE "PRIMARY DISTRIBUTION
STATES") AND INITIAL SALES MAY ONLY BE MADE IN SUCH JURISDICTIONS. MORE
SPECIFICALLY, 1997 CORP. HAS REGISTERED THE SECURITIES BY COORDINATION IN
MARYLAND AND RHODE ISLAND AND BY NOTIFICATION IN NEW YORK. EXEMPTIONS FROM
REGISTRATION HAVE BEEN OBTAINED (OR ARE OTHERWISE AVAILABLE) IN THE DISTRICT OF
COLUMBIA. PURCHASERS OF SECURITIES IN THIS OFFERING MUST BE RESIDENTS OF THE
PRIMARY DISTRIBUTION STATES.

UNTIL 90 DAYS AFTER THE RELEASE OF FUNDS AND SECURITIES PURSUANT TO RULE 419,
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

1997 Corp.
315 West 106th Street, 4th Floor
New York, New York 10025

The Date of this Prospectus is
July __, 1998

<PAGE>

PROSPECTUS SUMMARY

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS. THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION AND IS QUALIFIED
IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS
APPEARING ELSEWHERE IN THE PROSPECTUS AND PARTICULARLY IN THE SECTION ENTITLED
"RISK FACTORS."

THE COMPANY

1997 CORP.

1997 Corp. was organized under the laws of the State of Delaware on
March 17, 1997. 1997 Corp. was formed to serve as a vehicle to effect a merger,
exchange of capital stock or other business combination (a "Business
Combination") with an operating business (a "Target Business"). The business
objective of 1997 Corp. is to effect a Business Combination with a Target
Business which 1997 Corp. believes has significant growth potential. 1997 Corp.
is a development stage company with no operating history and has not engaged in
any business activities, other than to seek out and investigate other business
for a potential Businesses Combination.

On June 16, 1997, 1997 Corp. commenced a "blank check" offering
pursuant to Rule 419 ("Rule 419") promulgated under the Securities Act of 1933,
as amended. The public offering (the "Offering") generated $150,000 in net
proceeds by the sale of 30,000 shares of 1997 Corp. $.001 par value common stock
(the "Common Stock") to 131 public investors in the Offering (the "Public
Investors"). Pursuant to Rule 419, the net proceeds from the Offering of
$150,000 (the offering expenses were paid from the funds provided by the
purchase of the 15,000 restricted shares of Common Stock) (the "Deposited
Funds"), the 30,000 Shares purchased by the Public Investors (collectively the
"Deposited Shares") are being held in escrow (the "Rule 419 Escrow") until:

1. 1997 Corp. has executed an agreement for the acquisition of a Target
Business for which the fair value of the Target Business, as determined by 1997
Corp. based upon standards generally accepted by the financial community
including revenues, earnings, cash flow and book value ("Fair Market Value"),
represents at least 80% of the maximum Offering Proceeds ($120,000) and has
filed post-effective amendment to its registration statement on Form SB-2
required by Rule 419 (the "Post-Effective Amendment") making a reconfirmation
offer to the Public Investors;

2. The Post-Effective Amendment has been declared effective and at
least 80% of the non-affiliated Public Investors have reconfirmed their
investment; and

3. The acquisition of a Target Business with a Fair Market Value of at
least 80% of the maximum offering proceeds ($120,000) has been approved by 51%
of the shares of Common Stock purchased in the Offering and has been
consummated.

<PAGE>

In furtherance of satisfying the conditions to release the Deposited
Funds and the Deposited Shares from the Rule 419 Escrow, 1997 Corp. has entered
into a Merger Agreement (as defined herein) with CyBear, Inc., a Florida
corporation, and has filed a Post-Effective Amendment, of which this Prospectus
is a part, with the Securities and Exchange Commission (the "SEC") which became
effective as of the date of this Prospectus.

The purpose of this Prospectus is to provide the Public Investors with
information regarding the Merger Agreement so they may decide if they wish to
reconfirm their investments in shares of 1997 Corp.

1997 Corp.'s principal executive offices are located at the offices of
its President, Judith S. Haselton, 315 West 106th Street, 4th Floor, New York,
New York 10025. Its telephone number is (212) 678-6231.

CYBEAR

CyBear, Inc. was organized under the laws of the State of Florida by
Anda Generics, Inc. ("Anda"), a wholly owned subsidiary of Andrx Corporation, a
Florida corporation (including Anda and its other affiliates, "Andrx"), as a
healthcare communications technology company to develop technology and products
to address the growing communication and information problems within the
Healthcare Community (as defined below).

The Company believes that most sectors of the healthcare industry have
generally failed to adequately invest the resources to upgrade their information
systems to support the requirements of the explosive growth of managed care.
Many parts of the healthcare industry are still reliant on the communication
structure necessary to support the information requirements of the vanishing
fee-for-service model. That system was functional for billing and reimbursement
but has little application for the requirements of managed care.

Physician Practice Management companies ("PPMs"), Managed Service
Organizations ("MSOs"), Managed Care Organizations ("MCOs"), physicians,
pharmacies, hospitals, auxiliary service providers and related others
(collectively, the "Healthcare Community" or the "Healthcare Delivery System"),
all of whom are attempting to both reduce the costs of healthcare and improve
the provision of healthcare, require greater and more timely information to
achieve these objectives. Currently, the many components of the Healthcare
Delivery System operate independently with limited ability to communicate the
information they have obtained or produced to the other components within the
system. While each component is computerized, limited progress has been made
towards connecting the healthcare components together so that they can
communicate with each other in a convenient, secure and effective manner
("Universal Connectivity"). With Universal Connectivity, PPMs, MCOs and
physician organizations (collectively, "Providers") will be able to communicate
with their contracted physician or provider networks so that they can collect
patient information at the point of care, track physician activities and
patterns, identify trends and issues that affect the critical components of
managed care -- such as quality, cost, outcomes, variability and patient
satisfaction -- intervene at the point of care in order to facilitate
prospective utilization review, and assist their member physicians with real
time clinical solutions.

<PAGE>

The CyBear system has been designed to satisfy managed care's demand
for a cost effective solution to the communication and information system
dilemma. CyBear is developing a software product to bridge the communication
chasm between and among Providers and insurance companies, governmental programs
and other third parties responsible for the payment of healthcare expenses
("Payors") within the managed care chain. The CyBear system is intended to
provide on-line real time communication among MCOs, physicians, pharmacies,
labs, hospitals and other healthcare providers, an objective within healthcare
for more than a decade. The attainment of that objective is anticipated to
provide operating efficiencies, overhead reductions, cost relief and improved
patient care for each of the interrelated Providers and Payors. The CyBear
system capitalizes on the development and emergence of Internet technologies to
merge disparate computer platforms. It employs the power of Universal
Connectivity to create a "virtual private network" to electronically link all
network routers efficiently and effectively.

CyBear will enable healthcare providers to communicate with one another
through the Internet and secured intranets. This will be accomplished by the
marketing of a healthcare Internet Service Provider ("ISP"), called CyBearNet.
CyBearNet is designed to provide the platform for connectivity and broadcast
communications, while providing a one-stop location on the Internet for the
healthcare community to locate news and information essential to today's
healthcare environment. CyBearNet is also expected to provide a broad base for
the marketing of CyBear's software applications.

CyBear(R) is a registered trademark of the Company.

SHAREHOLDER APPROVAL OF MERGER

This Prospectus, filed as part of the Post-Effective Amendment required
by Rule 419, relates to an agreement for 1997 Corp. to acquire (the "Merger")
from the current stockholders of CyBear, all of the outstanding capital stock of
CyBear. The terms of the Merger are set forth in the Merger and Plan of
Reorganization Agreement dated as of July 15, 1998 among CyBear, Andrx and
CyBear Capital Corp., a wholly-owned subsidiary of 1997 Corp. ( "Mergerco") (the
"Merger Agreement").

The Merger Agreement sets forth an agreement by 1997 Corp. to acquire
from the current stockholders of CyBear (the "Acquisition Offer") all of the
outstanding capital stock of CyBear by means of a statutory merger of Mergerco
into CyBear. Consummation of the Merger is conditioned upon, among other things,
the confirmation of the investment by holders of at least 80% of the shares
owned by the non-affiliated Public Investors of 1997 Corp. in the Common Stock
of 1997 Corp., and the approval of the Merger by 51% of the shares of Common
Stock purchased in the Offering. Upon consummation of the Merger, (i) CyBear
will become a wholly-owned subsidiary of 1997 Corp.; and (ii) each stockholder
of 1997 Corp. who rejects or fails to accept the Acquisition Offer will be paid
his or her pro rata share of the Deposited Funds in the Rule 419 Escrow for the
benefit of the Public Investors, or approximately $5.20 per share.

The result of the Merger, assuming that all of the 1997 Corp.
stockholders accept the Acquisition Offer, is that the holders of CyBear's
Common Stock immediately prior to the consummation of the Merger will own 98% of
1997 Corp.'s Common Stock following the consummation of the Merger and the
current 1997 Corp. stockholders will

<PAGE>

own 2% of 1997 Corp.'s Common Stock. It is expected that the business of CyBear
will continue after the Merger and that, except as is hereafter reflected, the
directors and officers of CyBear will continue to be the directors and officers
of CyBear after the Merger.

In the event approval of the Merger is not obtained from at least 80%
of the Public Investors, then the Deposited Shares in the Rule 419 Escrow will
not be released to the Public Investors.

Pursuant to Rule 419, the value of CyBear or the assets of CyBear must
represent at least 80% of the maximum Offering proceeds or $120,000. The Board
of Directors of 1997 Corp. has determined that the fair value of CyBear exceeds
$120,000.

RECONFIRMATION OFFERING

The Public Investors have the opportunity to confirm or disaffirm their
investment in 1997 Corp. pursuant to the following conditions as required by
Rule 419:

1. Each Public Investor whose securities are held in the Rule 419
Escrow shall receive a copy of this Prospectus within five business days of the
effective date of this Prospectus;

2. Each Public Investor will have no fewer than 20 business days from
the effective date of this Prospectus to notify 1997 Corp. in writing that the
Public Investor elects to remain an investor;

3. If 1997 Corp. does not receive written notification from any
investor within 45 business days following the effective date of this
Prospectus, the pro-rata portion of the Deposited Funds (and any related
interest or dividends) held in the Rule 419 Escrow on such Public Investor's
behalf will be returned to the Public Investor within five business days by
first class mail or other equally prompt means;

4. The Merger will be consummated only if a minimum number of Public
Investors representing 80% of the maximum Offering proceeds ($120,000) elect to
reconfirm their investments;

5. If the Merger has not occurred by October 24, 1998, the Deposited
Funds held in the Rule 419 Escrow shall be returned to all of the Public
Investors on a pro-rata basis within five business days by first class mail or
other equally prompt means; and

6. Public Investors who receive their pro-rata portion of the Deposited
Funds will also receive their pro-rata portion of their accrued dividends and
interest. Public Investors who elect to remain investors will not receive any
interest when their pro-rata portion of the Deposited Funds is released to 1997
Corp.

APPROVALS OF THE MERGER

1997 CORP. The Merger Agreement was approved by the Board of Directors
of 1997 Corp. as of July 20, 1998. The 1997 Corp. Board of Directors believes
that the

<PAGE>

shares of Common Stock to be acquired pursuant to the Merger Agreement represent
an investment opportunity for 1997 Corp.'s shareholders and recommend that the
Public Investors elect to accept the Merger Agreement.

CYBEAR

The Merger Agreement was approved by the Board of Directors and the
shareholders of CyBear common stock by written consent dated as of July 20,
1998.

ACCOUNTING TREATMENT

The Merger will be accounted for by 1997 Corp. as a purchase in
accordance with accounting principles generally accepted in the United States.

DISSENTERS' RIGHTS

1997 Corp. stockholders will not have any dissenters' rights with
respect to the Merger.

CERTAIN INCOME TAX CONSEQUENCES

In management's opinion, the Merger is intended to qualify as a
"tax-free reorganization" for purposes of the United States federal income tax
so that stockholders of 1997 Corp. subject to United States tax will not
recognize gain or loss from the transaction. In addition, the transaction is not
intended to result in the recognition of gain or loss to either CyBear or 1997
Corp. in the respective jurisdictions where each of them is subject to taxation.
NEITHER AN OPINION OF COUNSEL NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS
BEEN OBTAINED IN REFERENCE TO THE FOREGOING. THE FOREGOING IS FOR GENERAL
INFORMATION ONLY AND 1997 CORP. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM.

SELECTED FINANCIAL DATA

The following summary financial data is qualified by reference to the
financial statement to set forth elsewhere in this prospectus.

1997 CORP.

STATEMENT OF OPERATIONS DATA:
<TABLE>

FOR THE PERIOD FROM
MARCH 17, 1997 FOR THE THREE MONTHS
(INCEPTION) TO MARCH 31,
DECEMBER 31, 1997 1998
----------------- ----
(Unaudited)

<S> <C> <C>
Revenues $ 1,362 $ 1,021
Net loss $ (58,031) $ (1,379)
Basic and diluted net loss per
share $ (2.05) $ (.03)
Weighted average shares
outstanding $ 28,333 $ 45,000

</TABLE>

<PAGE>

<TABLE>

BALANCE SHEET DATA:
MARCH 31, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)

<S> <C> <C>
Working capital $ 150,640 $ 152,019
Total assets $ 153,447 $ 152,426
Total liabilities $ 2,807 $ 407
Redeemable shareholders' equity $ 150,640 $ 152,019

</TABLE>

CYBEAR

STATEMENT OF OPERATIONS DATA:
<TABLE>
FOR THE PERIOD FROM
CUMULATIVE FROM FOR THE PERIOD FROM FOR THE THREE FEBRUARY 5,
FEBRUARY 5, 1997 FEBRUARY 5, 1997 MONTHS ENDED 1997 (INCEPTION) TO
(INCEPTION) TO (INCEPTION) TO MARCH 31, MARCH 31,
MARCH 31, 1998 DECEMBER 31, 1997 1998 1997
-------------- ----------------- ------------- -------------------
(Unaudited) (Unaudited) (Unaudited)

<S> <C> <C> <C> <C>
Revenues $ 95,927 $ 95,927 $ -- $ 22,128
Net loss $ (2,121,145) $ (1,558,569) $ (562,576) $ (176,803)
Basic and diluted net loss
per share $ (0.17) $ (0.12) $ (0.04) $ (0.01)
Basic and diluted weighted
average shares of common
stock outstanding 12,817,952 12,768,303 13,000,000 12,222,000
</TABLE>

BALANCE SHEET DATA:
MARCH 31, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)

Working capital deficit $ (1,990,201) $ (1,378,412)
Total assets $ 432,766 $ 395,456
Total liabilities $ 2,010,005 $ 1,410,119
Shareholders' deficit $ (1,577,239) $ (1,014,663)

PROFORMA 1997 CORP.

STATEMENT OF OPERATIONS DATA:
<TABLE>

FOR THE PERIOD FROM
FEBRUARY 5, 1997 FOR THE THREE MONTHS ENDED
(INCEPTION) TO MARCH 31,
DECEMBER 31, 1997 1998
----------------- --------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 95,927 $ -
Net loss $ (1,616,600) $ (563,955)
Basic and diluted net loss per share $ (0.12)(a) $ (0.04)(a)
Basic and diluted weighted average 13,265,306 (a) 13,265,306 (a)
shares of common stock outstanding
</TABLE>

<PAGE>

BALANCE SHEET DATA:

MARCH 31, 1998
--------------
(Unaudited)

Working capital deficit $ (3,932)
Total assets $ 586,213
Total liabilities $ 177,183(b)
Shareholders' equity $ 409,030(c)

(a) Basic and diluted net loss per share and the basic and diluted weighted
average shares of common stock outstanding of 1997 Corp. are determined
based as if the stock split of 1997 Corp. and the issuance of
13,000,000 common shares of 1997 Corp. had occurred at the beginning of
the period presented.

(b) Total liabilities reflects CyBear's capital contribution from Andrx
resulting from the conversion of the due to Andrx immediately prior to
the consummation of the Merger Agreement and as accrued for the
expenses incurred in connection with the transaction.

(c) Shareholders' equity reflects Cybear's capital contribution from Andrx
resulting from the conversion of the due to Andrx and the stock split
of 1997 Corp.'s 45,000 common shares outstanding into 265,306 common
shares immediately prior to the consummation of the Merger Agreement,
the issuance of 13,000,000 common shares of 1997 Corp. to acquire all
the outstanding capital stock of Cybear, the elimination of Cybear's
common stock, the expenses incurred in connection with the transaction
and the elimination of 1997 Corp.'s accumulated deficit upon
consummation of the Merger Agreement.

9
<PAGE>

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS BEFORE DECIDING TO APPROVE THE MERGER AGREEMENT DESCRIBED IN THIS
PROSPECTUS.

1997 CORP.

NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

1997 Corp., incorporated on March 17, 1997, is a development stage
company. Although certain of 1997 Corp.'s directors and its executive officers
have had extensive experience relating to the identification, evaluation and
acquisition of Target Businesses, 1997 Corp. has no operating history and,
accordingly, there is only a limited basis upon which to evaluate 1997 Corp.'s
prospects for achieving its intended business objectives. None of 1997 Corp.'s
officers, directors, promoters or other persons engaged in management-type
activities, has been previously involved with any blank check offerings. Prior
to the proposed Merger, 1997 Corp.'s efforts had been limited to organizational
activities and the Offering. 1997 Corp. has limited resources and has had no
revenues to date. In addition, 1997 Corp. will not achieve any revenues except
for interest income and dividends on the Deposited Funds (other than investment
income) until, at the earliest, the consummation of a Business Combination.
Moreover, there can be no assurance that any Target Business, at the time of
1997 Corp.'s consummation of a Business Combination, or at any time thereafter,
will derive any material revenues from its operations or operate on a profitable
basis.

CONFLICTS OF INTEREST

Management may, but does not presently intend to, negotiate or
otherwise consent to the purchase of a portion of their shares in connection
with a Business Combination. Given that management paid between $1.00 and $2.00
for their shares and the Public Investors paid $5.00 per share, there will be an
inherent conflict of interest, as management may have an interest in undertaking
a Business Combination which provides a good return on their investment, but
does not provide the same return to the Public Investors. Should an investor
believe that management has breached its fiduciary duty to 1997 Corp. and its
shareholders, pursuit of a claim for such breach of fiduciary duty by investors
is likely to be prohibitively expensive. While management does not intend to
take any fees or other compensation from 1997 Corp. (but only to obtain their
investment return through appreciation in the common stock), there is no
assurance that 1997 Corp. will not pay fees to firms or individuals with whom
management has relationships. However, it is expected that the law firm of
Epstein Becker & Green, P.C. will represent 1997 Corp. in connection with a
Business Combination. Richard Campbell is special counsel to Epstein Becker &
Green, P.C. and has agreed with the firm that he will receive no fees in
connection with such representation. Management has a substantial number of
relationships in the business community and considers it likely that they will
draw on these relationships and pay reasonable fees to parties involved in a
concluded Business Combination. The form or amount of these fees or other
consideration cannot be determined at this time. 1997 Corp. will not undertake
Business Combinations with entities owned or controlled by affiliates or
associates of 1997 Corp. or engage in the creation of subsidiary entities with a
view to distributing their securities

<PAGE>

to the shareholders of 1997 Corp. In order to mitigate against the possibility
that management may undertake transactions with undue consideration of their own
interests, 1997 Corp. has established a requirement that 51% of the shares of
Common Stock purchased pursuant to the Offering must approve any Business
Combination, including the terms of management's involvement and consideration,
if any. Management does not intend to accept a premium for their shares above
the amount paid to the public.

SEEKING TO ACHIEVE PUBLIC TRADING MARKET THROUGH BUSINESS COMBINATION

While a prospective Target Business may deem a consummation of a
Business Combination with 1997 Corp. desirable for various reasons, a Business
Combination may involve the acquisition of, or merger or consolidation with, a
company which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself,
including time delays, significant expense, loss of voting control, the time and
expense incurred to comply and compliance with various Federal and state
securities laws that regulate initial public offerings. Such Federal and state
regulations have been adopted for the protection of investors generally, and
Public Investors in the Offering will not be so protected. Nonetheless, there
can be no assurance that there will be an active trading market for 1997 Corp.'s
securities following the completion of a Business Combination or, if a market
does develop, as to the market price for 1997 Corp.'s securities. There are no
plans, proposals, arrangements or understandings with any person with regard to
the development of a trading market in any of 1997 Corp.'s securities.
Consequently, Public Investors seeking to sell their shares of Common Stock
following the conclusion of a Business Combination may not be able to do so.

CONTROL OF THE COMPANY

After consummation of the Business Combination, the current
shareholders of 1997 Corp. will control the vote of approximately 2% of 1997
Corp.'s outstanding Common Shares. The shareholders of CyBear will control 98%
of 1997 Corp.'s common stock. As a result, the former holders of CyBear will
have the ability to control the outcome of substantially all issues submitted to
1997 Corp.'s shareholders. See "Principal Shareholders."

ARBITRARY DETERMINATION OF THE ACQUISITION RATIO IN THE ACQUISITION OFFER

The ratio in the Merger by 1997 Corp. of CyBear for shares of 1997
Corp. Common Stock was determined by negotiation between 1997 Corp. and CyBear,
based on many factors, including non-quantifiable factors and does not
necessarily bear a direct relationship to 1997 Corp.'s or CyBear's asset value,
net worth or other established criteria of value and should not be considered
indicative of the actual value of 1997 Corp. or CyBear.

DILUTION

The holders of the restricted shares of Common Stock have acquired
their interest in 1997 Corp. at an average cost per share that was significantly
less than that which the Public Investors paid for their securities.
Consequently, the Public Investors will bear the majority of the risk of any
loss that may be incurred in 1997 Corp.'s operations. A

<PAGE>

confirmation of the investment in the Common Stock will result in an immediate
substantial dilution of the Public Investor's investment. The issuance of
additional shares of Common Stock upon 1997 Corp.'s completion of the proposed
Merger, may have a dilutive effect on earnings per share and will have a
dilutive effect on the voting rights of the holders of shares of the Common
Stock.

FUTURE SALES OF COMMON STOCK

Except for the shares of Common Stock purchased by the Public Investors
in the Offering, shares of Common Stock held by the insiders of 1997 Corp. and
the shares of Common Stock to be issued to CyBear shareholders are "restricted
securities" as that term is defined in Rule 144 under the Securities Act of
1933, as amended, and under certain circumstances may be sold without
registration pursuant to such Rule. 1997 Corp. is unable to predict the effect
that sales made under Rule 144, or otherwise, may have on the then prevailing
market price of the Common Shares. 1997 Corp. is under no obligation to take any
action in furtherance of making Rule 144 or any other exemption available.

NO DIVIDENDS AND NONE ANTICIPATED

1997 Corp. has not paid any dividends and due to its present financial
status and its contemplated financial requirements, 1997 Corp. does not
contemplate or anticipate paying any dividends on its common stock in the
foreseeable future.

VOLATILITY OF STOCK PRICES

The market prices for securities of a company in its development stage
have been highly volatile. In addition, the stock market has experienced extreme
price and volume fluctuations that have affected the market price of start-up
and development stage companies generally, that have been unrelated to operating
performance. These broad market fluctuations may adversely effect the market
price of the Common Stock.

LIMITED DIRECTORS' LIABILITY

Under 1997 Corp.'s Certificate of Incorporation, directors of 1997
Corp. cannot be held liable to 1997 Corp. or its stockholders for monetary
damages for breach of fiduciary duties unless the breach involves (i) the
director's duty of loyalty to 1997 Corp. or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisition or redemptions of or dividends on, Capital Stock) of
the General Corporation Law of the State of Delaware, or (iv) a transaction from
which the director derived an improper personal benefit. This provision does not
affect the liability of any director under federal or applicable state
securities laws.

RECONFIRMATION RIGHTS; POSSIBLE INABILITY TO COMPLETE BUSINESS COMBINATION

In connection with the Reconfirmation Offer, should the Public
Investors holding 20% or less of the Common Stock elect to redeem their shares,
1997 Corp. may, but will not be required to, proceed with the proposed Business
Combination and, if 1997 Corp. elects to so proceed, will redeem such shares at
their Liquidation Value (the purchase price of such shares plus any accrued
interest on such escrow price in the proceeds

<PAGE>

escrow account) as of the Record Date. In any case, if the Public Investors
holding more than 20% of such Common Stock elect to redeem their shares, 1997
Corp. will not proceed with the proposed Business Combination and will not
redeem any shares of Common Stock. As a result of the foregoing, 1997 Corp.'s
ability to consummate a particular Business Combination may be impaired.

POSSIBLE LIQUIDATION OF 1997 CORP. IF NO BUSINESS COMBINATION

If 1997 Corp. does not effect a Business Combination by October 24,
1998, 1997 Corp. will distribute to the holders of Common Stock acquired in the
Offering the amount of their original investment plus a pro-rata share of all
dividends and interest accrued in the Rule 419 Escrow.

There can be no assurance that 1997 Corp. will effect a Business
Combination by October 24, 1998.

INVESTMENT COMPANY ACT CONSIDERATIONS; POSSIBLE ADDITIONAL REPORTING AND
COMPLIANCE OBLIGATIONS

The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. 1997 Corp. believes that its principal
activities, which involve acquiring control of an operating company, will not
subject 1997 Corp. to regulation under the Investment Company Act. Nevertheless,
there can be no assurance that 1997 Corp. will not be deemed to be an investment
company, particularly during the period prior to consummation of a Business
Combination. If 1997 Corp. is deemed to be an investment company, 1997 Corp. may
become subject to certain restrictions relating to 1997 Corp.'s activities,
including restrictions on the nature of its investments and the issuance of
securities. In addition, the Investment Company Act imposes certain requirements
on companies deemed to be within its regulatory scope, including registration as
an investment company, adoption of a specific form of corporate structure and
compliance with certain burdensome reporting, record keeping, voting, proxy,
disclosure and other rules and regulations. In the event of the characterization
of 1997 Corp. as an investment company, the failure by 1997 Corp. to satisfy
such regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on 1997 Corp.

STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES

The ability to register or qualify for sale the shares of Common Stock
for both initial sale and secondary trading will be limited because a
significant number of states have enacted regulations pursuant to their
securities or so-called "blue sky" laws restricting or, in many instances,
prohibiting, the sale of securities of "blank check" issuers such as 1997 Corp.
within that state. In addition, many states, while not specifically prohibiting
or restricting "blank check" companies, would not register the securities to be
offered in this offering for sale in their states. Because of these

<PAGE>

regulations, 1997 Corp. has registered the securities being offered in the
Offering, or an exemption from registration has been obtained (or is otherwise
available), only in the states of Maryland, New York, Rhode Island and the
District of Columbia (the "Primary Distribution States") and initial sales may
only be made in such jurisdictions. More specifically, 1997 Corp. has registered
the securities by coordination in Maryland and Rhode Island and by notification
in New York. Exemptions from registration have been obtained (or are otherwise
available) in the District of Columbia. No resales of the shares will be
permitted while such shares remain in the Securities Escrow.

LIMITED PRIOR MARKET FOR THE COMMON STOCK; RESALE LIMITATIONS

Although 1997 Corp. sold 30,000 shares of its Common Stock in a "blank
check" public offering in 1997, there has been no public market for such shares.
Although the Company intends to apply for a listing on The Nasdaq Stock Market
("Nasdaq") System as soon as it meets the minimum qualifications for such
listing, it does not now, nor will it immediately after this transaction, meet
the qualification requirements for inclusion on Nasdaq.

QUALIFICATION FOR AND POSSIBLE DELISTING OF SECURITIES FROM NASDAQ SYSTEM

Under current Nasdaq rules, in order to qualify for initial listing in
the Nasdaq System, a company must, among other things, have at least $4,000,000
in net tangible assets, a minimum bid price for its common stock of $4.00 per
share and 300 stockholders. In addition, in order to continue to qualify for
listing on Nasdaq, a company must have, among other things, at least $2,000,000
in net tangible assets and a minimum bid price for its common stock of $1.00 per
share. Accordingly, the Company will not qualify for initial Nasdaq listing
since it may not have the requisite number of stockholders and may not meet the
minimum bid price. Furthermore, even if the company is able in the future to
qualify for Nasdaq listing, if the Company is unable to satisfy the continued
listing criteria inasmuch as it might have less than $2,000,000 in net tangible
assets, or the minimum bid price for its common stock might be less than $1.00
per share. In such an event, the Company's Common Stock may not be eligible for
continued listing on the Nasdaq.

Whether as a result of delisting or the failure to qualify initially,
trading, if any, in the Company's securities would be conducted on the
over-the-counter market in what are commonly referred to as the "pink sheets,"
or on the "OTC Bulletin Board." As a result, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the price of,
the Company's securities. Consequently, the rule may restrict the ability of
broker-dealers to sell the Company's securities and may affect the ability of
stockholders to sell their securities in the secondary market. The loss of
continued listing in the Nasdaq System, if the Company were to qualify for such
listing, may also cause a decline in share price, loss of news coverage of the
Company and difficulty in obtaining subsequent financing.

OFFERING IS SUBJECT TO PENNY STOCK RULES AND BROKER-DEALER SALES OF COMMON STOCK
IN THE SECONDARY MARKET

By virtue of 1997 Corp. being a "blank check" company, it is subject to
the provisions under Rule 419 of Regulation C under the Securities Act. For any
transaction

<PAGE>

involving a penny stock, unless exempt, the rules require delivery, prior to any
transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required to be
made about commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. 1997 Corp.'s "penny stock" securities are subject to Securities and
Exchange Commission Rule 15g-9 of the Exchange Act, which imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale.

These disclosure rules have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules which makes it more difficult to sell such securities. Such
requirements, could result in reduction in the level of trading activity for
that particular security of 1997 Corp. and could make it more difficult for
investors to sell that particular security.

PROHIBITION PURSUANT TO RULE 15G-8 UNDER EXCHANGE ACT TO SELL OR OFFER TO SELL
SHARES IN RULE 419 ACCOUNT

Rule 419 of Regulation C under the Securities Act of 1933, as amended,
requires that the securities to be issued and the funds received in a blank
check offering be deposited and held in an escrow account until an acquisition
meeting specified criteria is completed. Pursuant to Rule 15g-8 under the
Exchange Act, it is unlawful for any person to sell or offer to sell the
Deposited Shares (or any interest in or related to the shares) held in the Rule
419 Escrow other than pursuant to a qualified domestic relations order issued by
a court in connection with divorce proceedings. As a result, contracts for sale
to be satisfied by delivery of the deposited shares (e.g. contracts for sale on
a when, as, and if issued basis) are prohibited. Such rule prohibits sales of
other interests based on the shares, whether or not physical delivery is
required. Therefore, investors will not be able to realize any return on their
investment for up to 18 months unless and until the Merger is completed.

CYBEAR

LIMITED OPERATING HISTORY; DEVELOPMENT STAGE COMPANY

The Company was organized in February 1997 and is still in the
development stage. Since its inception, the Company has been engaged primarily
in product development activities. As the Company anticipates that its products
will be introduced in 1999, those products have not yet proven to be
commercially viable. As a result, the Company has no relevant operating history
upon which an evaluation of its performance and prospects can be made. The
Company has not generated any meaningful revenues, and the Company will not
generate any meaningful revenues until after the Company successfully completes
development and market testing of its products. The Company will be subject to
all of the risks, uncertainties, expenses, delays, problems and difficulties
typically encountered in the establishment of a new business and the

<PAGE>

development and commercialization of new products. The Company has limited
experience in developing and commercializing software and Internet-based
products and there is limited information available concerning the potential
performance of the Company's software or market acceptance of the Company's
proposed products. There can be no assurance that unanticipated expenses,
problems or technical difficulties will not occur which would result in material
delays in product commercialization or that the Company's efforts will result in
successful product commercialization. See "Business."

ACCUMULATED DEFICIT

The Company has incurred net losses since inception, and as of March
31, 1998 had an accumulated deficit of $2,121,145. The Company does not expect
to recognize any significant revenues until 1999. In addition, the Company
intends to continue to invest heavily in product development and marketing. As a
result, the Company expects to continue to incur substantial operating losses
for the foreseeable future, and there can be no assurance that the Company will
achieve or sustain profitability. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

CyBear has primarily been funded with capital contributions and loans
from Andrx. Andrx has indicated to CyBear that it will continue to fund the
Company's capital needs until the Company is able to raise capital from third
parties or the next 12 months, whichever is earlier. A condition to the closing
of the Merger is that Andrx provide or arrange for at least $3,000,000 of equity
or debt funding for CyBear. CyBear currently anticipates that its available cash
resources and available funding from Andrx will be sufficient to meet its
presently anticipated working capital and capital expenditure requirements for
at least the next 12 months. However, in order to support more rapid expansion,
develop new or enhanced services and products, respond to competitive pressures,
acquire complementary businesses or technologies or take advantage of
unanticipated opportunities, the Company may need to raise additional funds. The
Company's future liquidity and capital requirements will depend upon numerous
factors, including the success of the Company's proposed products and competing
technological and market developments. The Company may be required to raise
additional funds through public or private financing, strategic relationships or
other arrangements. There can be no assurance that such additional funding, if
needed, will be available on terms acceptable to the Company, or at all.
Furthermore, any additional equity financing may be dilutive to stockholders,
and debt financing, if available, may involve restrictive covenants, which may
limit the Company's operating flexibility with respect to certain business
matters. If adequate funds are not available on acceptable terms, the Company
may be unable to develop or enhance its services and products, take advantage of
future opportunities or respond to competitive pressures, any of which could
have a material adverse effect on the Company's business, results of operations
and financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

UNCERTAINTY OF PRODUCT DEVELOPMENT

<PAGE>

customers. CyBear's planned ISP is in the early stages of development and will
require substantial resources prior to its commercial introduction. Continued
system refinement, enhancement and development efforts are subject to all of the
risks inherent in the development of new products and technologies, including
unanticipated delays, expenses, technical problems or difficulties, as well as
the possible insufficiency of funds to satisfactorily complete development,
which could result in abandonment or substantial change in product
commercialization. There can be no assurance that product development efforts
will be successfully completed on a timely basis, or at all, that the Company
will be able to successfully adapt its software to satisfy specific requirements
of potential customers, or that unanticipated events will not occur which would
result in increased costs or material delays in product development or
commercialization. In addition, while the Company believes that its initial
basic connectivity product platform performs the principal functions for which
it has been designed, the Company has only conducted limited tests of the
initial components of its software in connection with preliminary market testing
activities. Consequently, there can be no assurance that such software will
perform all of the functions for which it has been or will be designed or prove
to be sufficiently reliable in widespread commercial use. Technologies as
complex as those incorporated into the Company's software may contain errors
which become apparent subsequent to commercial use. Remedying such errors could
delay the Company's plans and cause it to incur substantial additional costs.

UNCERTAINTY OF MARKET ACCEPTANCE

As is typical in a developing business, demand and market acceptance
for new and unproven products and services are subject to a high level of
uncertainty. Achieving market acceptance for CyBear's products and services will
require substantial marketing efforts and expenditure of significant funds to
create awareness and demand by participants in the healthcare industry. There
can be no assurance that CyBear's effort in establishing such products and
services will be successful, that CyBear will be able to succeed in positioning
its services as a preferred method for healthcare communications, that there
will be significant market acceptance for its products and services or that any
pricing strategy developed by CyBear will be economically viable or acceptable
to the market.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

As a result of the Company's limited operating history and the emerging
nature of the products and markets in which the Company expects to compete, the
Company's historical financial data is of limited value in planning future
operating expenses. Accordingly, the Company's expense levels are based in part
on its expectations concerning future revenues and are fixed to a large extent.
The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected shortfall in revenues. Further, the Company's quarterly
operating results may fluctuate significantly in the future as a result of a
variety of factors, some of which are outside the Company's control. These
factors include the level of demand for its ISP; the ability of the Company to
timely release its connectivity products and their market acceptance, the
Company's ability to attract and retain personnel with the necessary strategic,
technical and creative skills required to develop and service the Company's
customers; the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's operations; the introduction of new
products or services by the Company or its competitors; pricing changes in the
industry; technical difficulties with respect to the use of the Internet;
economic conditions specific to Internet technology usage; government

<PAGE>

regulation and legal developments regarding the use of the Internet; and general
economic conditions. Due to all of the foregoing factors, in some future quarter
the Company's operating results may fall below market expectations.

INTELLECTUAL PROPERTY RISKS; PENDING INFRINGEMENT CLAIM

The Company regards its copyrights, trademarks, trade secrets
(including its methodologies, practices and tools) and other intellectual
property rights as critical to its success. To protect its rights in these
various intellectual properties, the Company relies on a combination of patent,
trademark and copyright law, trade secret protection and confidentiality
agreements and other contractual arrangements with its employees, affiliates,
clients, strategic partners, acquisition targets and others to protect its
proprietary rights. CyBear has also taken steps to obtain patent protection for
its inventions and to register several of its trademarks. There can be no
assurance that the steps taken by the Company to protect its proprietary rights
will be adequate or that third parties will not infringe or misappropriate the
Company's patents, copyrights, trademarks and similar proprietary rights, or
that the Company will be able to detect unauthorized use and take appropriate
steps to enforce its rights. In addition, although the Company believes that its
proprietary rights do not infringe on the intellectual property rights of
others, there can be no assurance that other parties will not assert
infringement claims against the Company. Such claims, even if not meritorious,
could result in the expenditure of significant financial and managerial
resources.

On March 18, 1998, Andrx received a letter from counsel for Medix
Resources, Inc. ("Medix") and its subsidiary, Cymedix Lynx Corporation
("Cymedix") alleging the theft and unlawful appropriation by the Company, Andrx,
and certain directors, officers and employees of the Company and Andrx of
certain computer medical software and internet medical communications technology
allegedly owned by Cymedix. The letter demands trebled damages totaling $396.6
million pursuant to the civil theft provisions of Florida law, and also alleges
claims under Florida's Racketeer Influenced and Corrupt Organization Act and
certain other provisions of federal and state law. The Company and Andrx believe
that Medix's and Cymedix's accusations and threatened claims have no basis in
substantial fact or legal support and on March 23, 1998, the Company and Andrx
filed a complaint against Medix and Cymedix for libel and slander arising from
the improper public dissemination of the contents of the aforesaid demand letter
with respect to each of the matters set forth in the aforesaid demand letter.
The Company and Andrx intend to vigorously prosecute their complaints, which
seek damages, costs, interest and attorneys' fees. On June 2, 1998 Medix, on
behalf of Cymedix, filed a complaint against the Company, Andrx and certain
Company and Andrx directors, officers and employees alleging the theft and
unlawful appropriation of Cymedix' computer medical software for remote online
healthcare providers and Cymedix' Internet medical communications technology
allegedly owned by Cymedix. Cymedix is seeking treble damages totaling $396
million. The Company and Andrx believe that Cymedix's suit has no basis in
substantial fact or legal support and is without merit, and intend to vigorously
defend themselves against these claims. However, there can be no assurance that
the Company will prevail in this litigation and an adverse outcome would have a
material adverse affect on the Company's business plan and financial position.

<PAGE>

COMPETITION

Both the ISP market and the management applications market in which the
Company intends to operate are extremely competitive, and the Company expects
competition in these markets to intensify in the future. The Company will face
competition from numerous sources, including prospective customers which may
develop and market their own competitive products and services, physician office
management information systems companies, online medical information service
companies, system integration companies, health information system vendors,
software companies, online and Internet service providers and others with the
technical capabilities and expertise which would encourage them to develop and
commercialize competitive products or services. The Company's prospective
competitors include many large companies that have substantially greater market
presence and financial, technical, marketing and other resources than the
Company. The Company believes that there are many web sites that provide much of
the substantive information to be provided on the Company's system, although
none of such companies is believed to be an ISP offering all of the same
content. Further, many management information and software companies are
attempting to develop technology similar to the Company's connectivity products.
If competing products are introduced, they could materially and adversely affect
the Company's business, results of operations and financial condition. The
Company believes that its ability to compete successfully in the Internet
services market depends on a number of factors, including its content; market
presence; the adequacy of its member and technical support services; the
capacity, reliability and security of its network infrastructure; the ease of
access to and navigation of the Internet provided by the Company's services; the
pricing policies of the Company, its competitors and its suppliers; and industry
and general economic trends. There can be no assurance that the Company will
have the financial resources, technical expertise or marketing and support
capabilities to compete successfully.

RELIANCE ON RAPIDLY CHANGING TECHNOLOGY

All businesses which rely on Internet technology, including the
healthcare communications business, are subject to rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. In addition, as the communications, computer and software
industries continue to experience rapid technological change, the Company must
be able to quickly and successfully adapt its products and services so that they
adapt to such changes. There can be no assurance that the Company will not
experience difficulties that could delay or prevent the successful development
and introduction of its healthcare communications products and services. The
Company's inability to respond to technological changes in a timely and
cost-effective manner could have a material adverse effect on the Company's
business, financial condition and results of operations. Moreover, there can be
no assurance that competitors will not develop technologically superior products
and services, or that any such products and services will not have an adverse
effect upon the Company's operating results.

DEPENDENCE ON KEY PERSONNEL

The Company's performance is substantially dependent on the continued
services and on the performance of its executive officers and other key
employees, many of whom have worked together for only a short period of time and
are not all full-time employees of CyBear. Particularly in light of the
Company's relatively early stage of development,

<PAGE>

the Company is dependent on retaining and motivating highly qualified personnel,
especially its senior management. The Company does not have "key person" life
insurance policies on any of its executive officers. The loss of the services of
any of its executive officers or other key employees could have a material
adverse effect on the business, results of operations or financial condition of
the Company. See "Management."

GOVERNMENT REGULATION OF HEALTHCARE

Participants in the healthcare industry are subject to extensive and
frequently changing regulation under numerous laws administered by governmental
entities at the federal, state and local levels. Many current laws and
regulations, when enacted, did not anticipate the methods of healthcare
communication under development by the Company. The Company believes, however,
that these laws and regulations may nonetheless be applied to its healthcare
communications business. Accordingly, the Company' healthcare communications
business may be affected by current regulations as well as future regulations
specifically targeted to this new segment of the healthcare industry. Current
laws and regulations which may affect the healthcare communications business
include (i) the regulation of confidential patient medical record information,
(ii) laws relating to the electronic transmission of prescriptions from
physicians' offices to pharmacies, (iii) regulations governing the use of
software applications in the diagnosis, cure, treatment, mitigation or
prevention of disease and (iv) laws or regulations relating to the relationships
between or among healthcare providers. CyBear expects to conduct its healthcare
communications business in substantial compliance with all material federal,
state and local laws and regulations governing its operations. However, the
impact of regulatory developments in the healthcare industry is complex and
difficult to predict, and there can be no assurance that CyBear will not be
materially adversely affected by existing or new regulatory requirements or
interpretations.

RISKS ASSOCIATED WITH MANAGEMENT OF POTENTIAL GROWTH

CyBear intends to rapidly expand it management, research and
development, testing, marketing, sales and customer service over the next 12
months, which is expected to place a significant strain on its managerial,
operational, financial and information systems resources. To accommodate its
increasing size and manage growth, the Company must continue to implement and
improve its operational, financial and information systems, and expand, train
and manage its employee base. There can be no assurance that the Company will be
able to effectively manage expansion of its operations, or that the Company's
facilities, systems, procedures or controls will be adequate to support the
Company's operations. The inability of the Company to manage future growth
effectively would have a material adverse effect on the Company.

EMERGING MARKET FOR THE COMPANY'S SERVICES

The Company operates in a market that is at a very early stage of
development, is rapidly evolving and is characterized by an increasing number of
market entrants who have introduced or developed competing products and
services. As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty and risk. The adoption of the Internet
for commerce, particularly by those individuals and companies in the healthcare
industry which historically have relied upon traditional means of commerce, will
require a broad acceptance of new methods of conducting business and exchanging
information. There can be no assurance that the market for the Company's

<PAGE>

products and services will develop or that demand for the Company's services
will emerge or be sustainable. If the market fails to develop, develops more
slowly than expected or becomes saturated with competitors, or if the Company's
services do not achieve or sustain market acceptance, the Company's business,
results of operations and financial condition would be materially adversely
affected.

DEPENDENCE ON ADOPTION OF THE INTERNET AS AN ADVERTISING MEDIUM; RELIANCE ON
SHORT-TERM ADVERTISING CONTRACTS

The Company may derive revenue from the sale of advertisements on its
Web sites. The Company's ability to generate advertising revenue will depend on,
among other factors, the development of the Internet as an advertising medium,
the amount of traffic on and the membership bases of the Company's Web sites and
the Company's ability to achieve and demonstrate user and member demographic
characteristics that are attractive to advertisers. Most potential advertisers
and their advertising agencies have only limited experience with the Internet as
an advertising medium and have not devoted a significant portion of their
advertising expenditures to Internet-based advertising. There can be no
assurance that advertisers will be persuaded to allocate or continue to allocate
portions of their budgets to Internet-based advertising or, if so persuaded,
that they will find such advertising to be effective for promoting their
products and services relative to traditional print and broadcast media. No
standards have yet been widely accepted for the measurement of the effectiveness
of Internet-based advertising, and there can be no assurance that such standards
will develop sufficiently to support Internet-based advertising as a significant
advertising medium. In addition, the widespread adoption of technologies that
permit Internet users to selectively block out unwanted graphics, including
advertisements, attached to Web pages could adversely affect the growth of the
Internet as an advertising medium. If widespread commercial use of the Internet
does not develop, or if the Internet does not develop as an effective and
measurable medium for advertising, the Company's business, results of operations
and financial condition would be materially adversely affected.

The Company's advertising revenue may be derived under short-term
contracts. Consequently, the Company's advertising customers could move their
advertising to competing Web sites or to other media quickly and without
penalty, thereby increasing the Company's exposure to competitive pressures. Any
failure of the Company to achieve sufficient advertising revenue would have a
material adverse effect on the Company's business, results of operations and
financial condition.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

The Company's success may be highly dependent upon continued growth in
the use of the Internet generally and, in particular, as a medium for
advertising, information services and commerce. The rapid growth of global
commerce and the exchange of information on the Internet and online services is
new and evolving, making it difficult to predict whether the Internet will prove
to be a viable commercial marketplace. There can be no assurance that the
Internet will be a successful commerce and information channel. The Internet may
not prove to be a viable commercial marketplace due to inadequate development of
the necessary infrastructure, such as reliable network backbones, or
complementary services, such as high speed modems and security procedures for
financial transactions. Concern over Internet security has been, and could
continue to be,

<PAGE>

a barrier to commercial activities requiring users to send confidential
information over the Internet. The Internet has experienced, and is expected to
continue to experience, significant growth in the number of users and amount of
traffic. There can be no assurance that the Internet infrastructure will
continue to be able to support the demands placed on it by sustained growth.

INTERNET COMMERCE SECURITY RISKS

A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. The
Company will rely on encryption and authentication technology licensed from
third parties to provide the security and authentication necessary to effect
secure transmission of confidential information. There can be no assurance that
advances in computer capabilities, new discoveries in the field of cryptography
or other events or developments will not result in a compromise or breach of the
algorithms used by the Company to protect customer transaction data. If any such
compromise of the Company's security were to occur it could have a material
adverse effect on the Company's business, results of operations and financial
condition. A party who is able to circumvent the Company's security measures
could misappropriate proprietary information or cause interruptions in the
Company's operations. The Company may be required to expend significant capital
and other resources to protect against the threat of such security breaches or
to alleviate problems caused by such breaches. Concerns over the security of
Internet transactions and the privacy of users may also inhibit the growth of
the Internet generally, and the Web in particular, especially as a means of
conducting commercial transactions. To the extent that activities of the Company
or third party contractors involve the storage and transmission of proprietary
information, such as credit card numbers, security breaches could expose the
Company to a risk of loss or litigation and possible liability. There can be no
assurance that the Company's security measures will prevent security breaches or
that failure to prevent such security breaches would not have a material adverse
effect on the Company's business, results of operations and financial condition.

LIABILITY FOR INFORMATION RETRIEVED FROM THE INTERNET

Due to the fact that materials may be downloaded from web sites
operated by the company and may be subsequently distributed to others, there is
a potential that claims will be made against the company for defamation,
negligence, copyright or trademark infringement or other theories based on the
nature and content of such materials. such claims have been brought, sometimes
successfully, against online services in the past. in addition, the company
could be subject to liability with respect to content that may be accessible
through the company's web sites or third party web sites linked from the
company's web sites. although the company carries general liability insurance,
the company's insurance may not cover potential claims of this type or may not
be adequate to cover all costs incurred in defense of potential claims or to
indemnify the company for all liability that may be imposed. any costs or
imposition of liability that is not covered by insurance or in excess of
insurance coverage could have a material adverse effect on the Company's
business, results of operations and financial condition.

<PAGE>

DEPENDENCE ON NETWORK INFRASTRUCTURE AND THIRD PARTY NETWORK PROVIDERS

The future success of the Company's ISP business will depend on the
capacity, reliability and security of the Company's network infrastructure.
CyBear does not intend to construct its own network but will instead contract
with third parties to provide this network infrastructure. Capacity constraints
may occur in the future, resulting in effects ranging from delays when trying to
use a particular service to general slow downs of all services offered by the
Company on the Internet. Poor network performance could cause members to
terminate use of the Company's services. There can be no assurance that the
Company will be able to contract for or develop its network infrastructure to
meet its demand or changing member requirements on a timely basis or at a
commercially reasonable cost, if at all.

CyBear expects to enter into contractual arrangements with owners of
dial-up points of presence ("POPs") through which the Company will provide
Internet access on a non-exclusive basis. The Company will thus be dependent on
such providers for crucial portions of its network infrastructure and does not
have direct control over network reliability and other quality service concerns.
There can be no assurance that the Company will enter into any such agreements
to provide network access to the Company and its members on acceptable terms.
Moreover, most such providers also provide network services to other entities
that offer Internet or online services. The inability or unwillingness of a
network provider to provide reliable, high quality POP access to the Company on
commercially reasonable terms, or the Company's inability to secure alternative
POP arrangements, if necessary, would limit the Company's ability to provide
Internet access to its members, which would, in turn, have a material adverse
effect on the Company.

DEPENDENCE ON TELECOMMUNICATIONS CARRIERS AND OTHER SUPPLIERS

The Company will rely on local telephone and other companies to provide
data communications capacity via local telecommunications lines, long distance
lines and wireless connections, all of which are subject to potential
disruptions that may not be remedied easily or on a timely basis. In addition,
the Company is dependent on certain third-party suppliers of hardware
components, some of which are acquired from limited sources. The Company also
depends on third-party software vendors to provide the Company with much of its
Internet software, including its browser software. The Company's suppliers and
telecommunications carriers also sell or lease services and products to the
Company's competitors. There can be no assurance that the Company's suppliers
and telecommunications carriers will not enter into exclusive arrangements with
the Company's competitors or otherwise stop selling or leasing their services or
products to the Company, which events could have a material adverse effect on
the Company. Failure of any of Company's suppliers to provide services,
equipment or software in the quantities, at the quality levels or at the times
required by the Company, or an inability by the Company to develop alternative
sources of supply could materially adversely affect the Company's ability to
effectively support the growth of its member base in a timely manner would
increase its costs of expansion.

GOVERNMENT REGULATION OF INTERNET COMMUNICATIONS

The Company intends to provide Internet services, in part, through data
transmissions over public telephone lines. These transmissions are governed by
regulatory policies establishing charges and terms for wireline communications.
The Company currently is not subject to direct regulation by the Federal
Communications

<PAGE>

Commission (the "FCC") or any other governmental agency, other than regulations
applicable to businesses generally. However, in the future the Company could
become subject to regulation by the FCC or another regulatory agency as a
provider of basic telecommunications services. Changes in the regulatory
environment relating to the application of access charges and Universal Service
Fund support payments to Internet and Internet telephony providers, regulation
of Internet services, including Internet telephony, and other regulatory changes
that directly or indirectly affect costs imposed on Internet or Internet
telephony providers, telecommunications costs or increase in the likelihood or
scope of competition, could have a material adverse impact on the Company.

YEAR 2000

Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without considering the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the year
2000 (the "Year 2000 Phenomenon"). The Company utilizes software, computer
technology and other services provided by third-party vendors that may not be
Year 2000 Phenomenon ready. The Company may also be indirectly dependent on the
institutions involved in processing the Company's members' credit card payments
for the Company's services. The Company is currently assessing the Year 2000
Phenomenon readiness of its third-party supplied software, computer technology
and other services. Based upon the results of this assessment, the Company will
develop and implement, if necessary, a remediation plan with respect to
third-party software, computer technology and services which may fail to be Year
2000 Phenomenon ready. The Company has assessed its proprietary software and
systems and has determined them to be Year 2000 Phenomenon ready. Management
anticipates that the Company's systems, including components thereof provided by
third-party vendors, will be Year 2000 Phenomenon ready by 2000. At this time,
the expenses associated with this assessment and potential remediation plan
cannot presently be determined. The failure of the software and computing
systems of the Company and its third-party vendors to be Year 2000 Phenomenon
ready could have material adverse effect on the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that involve risks
and uncertainties. Words such as "believes," "anticipates," "expects," "intends"
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. Actual results or
events could differ materially from those anticipated in any forward-looking
statements for a number of reasons, including the reasons discussed in other
portions of "Risk Factors" and elsewhere in this Prospectus.

CAUTION TO PUBLIC INVESTORS

For all of the aforesaid reasons, and others set forth herein, these
securities involve a high and substantial degree of risk. Any Public Investor
considering approving the Merger should be aware of these and other factors as
set forth in this Prospectus. No Public Investor considering approving the
Merger should do so if he anticipates a need for immediate return on his
investment. The Merger should only be approved by

<PAGE>

investors who can afford to absorb a total loss and have no need for immediate
return on their investment.

<PAGE>

THE MERGER

DESCRIPTION OF THE TRANSACTION

The Merger Agreement sets forth a proposed transaction (the "Merger")
among CyBear, an indirect subsidiary of Andrx, 1997 Corp. and CyBear Capital
Corp. ("Mergerco") (collectively referred to as the "Companies") whereby 1997
Corp. would acquire from the current stockholders of CyBear all of the
outstanding capital stock of CyBear by means of a statutory merger of Mergerco,
a newly formed subsidiary of 1997 Corp., into CyBear. The separate existence and
corporate organization of Mergerco, except insofar as it may be continued by
statute, shall cease on the effective date of the Merger (the "Effective Date")
and CyBear (the "Surviving Corporation") shall become a wholly owned subsidiary
of 1997 Corp. There shall be no change in the ownership of the 265,306 shares of
1997 Corp. Common Stock outstanding until immediately prior to the Merger. The
Merger will be effected pursuant to the Florida Business Corporation Law and is
intended to be a tax free reorganization under Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").

Upon consummation of the Merger, all Mergerco shares currently issued
and outstanding to 1997 Corp. shall be converted into an equal number of shares
of common stock, par value $.001, of the Surviving Corporation by virtue of the
Merger and without any action on the part of the holder thereof, and shall
constitute all the issued and outstanding shares of capital stock of the
Surviving Corporation. All outstanding CyBear Common Shares shall be cancelled
and retired and shall cease to exist, and shall be converted by virtue of the
Merger, at the Effective Date, into a total of 13,000,000 1997 Corp. Shares
without any action on the part of the holders thereof on the basis of one 1997
Corp. Share for each CyBear Common Share. The holders of certificates
representing CyBear Common Shares outstanding prior to the Merger shall be
entitled upon surrender thereof to receive from Mergerco a certificate
representing the number of 1997 Corp. Shares to which such holder shall be
entitled for each CyBear Common Share so surrendered. Until so surrendered, the
outstanding certificates which, prior to the Effective Date, represented CyBear
Common Shares shall be deemed for all corporate purposes to evidence ownership
of 1997 Corp. Shares into which such CyBear Common Shares shall have been
converted. All presently outstanding employee stock options of CyBear shall be
assumed by 1997 Corp.

The result of the Merger, assuming that all of the 1997 Corp.
stockholders accept the Acquisition Offer, is that the holders of CyBear's
Common Stock immediately prior to the consummation of the Merger will own 98% of
1997 Corp.'s Common Stock and the current 1997 Corp. stockholders will own 2% of
1997 Corp.'s Common Stock. It is expected that the business of CyBear will
continue after the Merger and that the directors and officers of CyBear will
become directors and officers of 1997 Corp. after the Merger. Upon consummation
the Merger: (i) subject to approval by the shareholders of 1997 Corp., the name
of 1997 Corp. shall be changed to "CyBear, Inc." and (ii) the name of CyBear
shall be changed to CyBear Inc. (FL).

<PAGE>

STOCKHOLDER APPROVAL OF THE MERGER

Consummation of the Merger is conditioned upon, among other things, the
confirmation of the investment by holders of at least 80% of the shares owned by
the non-affiliated Public Investors of 1997 Corp. (see "Reconfirmation
Offering"), and the approval of the Merger by holders of 51% of the shares of
common stock purchased in the Offering. Upon consummation of the Merger, each
stockholder of 1997 Corp. who rejects or fails to accept the Acquisition Offer
will be paid his or her pro rata share of the Deposited Funds in the Rule 419
Escrow for the benefit of the Public Investors, or approximately $5.20 per
share. See "Reconfirmation Offering."

Stockholders of 1997 Corp. desiring to confirm their investment and
remain an investor in 1997 Corp. are directed to sign and return the Written
Consent of Stockholder and Reconfirmation form they previously received to
Epstein Becker & Green, P.C., Attn: Joseph A. Smith, 250 Park Avenue, 12th
Floor, New York, New York 10177. Any 1997 Corp. stockholder who fails to return
his or her form so that it is received by ____________, 1998 (no sooner than 20
business days and no later than 45 business days from the date hereof) will be
deemed to have rejected the Acquisition Offer and will (if the Acquisition Offer
is otherwise accepted by the requisite 80% of the Public Investors)
automatically be sent a check representing his or her pro rata share of the
funds in the escrow account for the benefit of the Public Investors. See
"Reconfirmation Offering."

The Board of Directors of 1997 Corp. approved the Merger Agreement as
of July 20, 1998. The Board of Directors of CyBear approved the Merger Agreement
on July 20, 1998. CyBear, Mergerco and 1997 Corp., expect to solicit approval of
the Merger from their respective stockholders prior to October 1, 1998.

CONDITIONS TO CLOSING

Consummation of the Merger is subject to the satisfaction of various
conditions, prior to the Effective Date, including, among others, the following:
(a) the shareholders of 1997 Corp., shall have approved the Merger, (b) CyBear
shall not have suffered a loss of such a character which could reasonably be
expected to have a material adverse effect on the terms of the Merger; (c)
except as previously disclosed in writing, no material transactions shall have
been entered into by CyBear other than transactions in the ordinary course of
business; (d) no material adverse change, in the aggregate, shall have occurred
in the financial condition of CyBear since March 31, 1998; (e) none of the
properties or assets of CyBear shall have been sold or otherwise disposed of
other than in the ordinary course of business during such period; (f) the
Companies shall have performed and complied in all material respects with the
provisions and conditions of the Merger Agreement to be performed and complied
with, and the representations and warranties made the Companies in the Merger
Agreement shall be true and correct, both when made and as of the Effective
Date, (g) the Merger Agreement and the transactions contemplated thereby shall
have been approved by appropriate corporate action of the Companies; (h) there
shall have been full compliance with the applicable Blue Sky Laws of any state
or other governmental body having jurisdiction over the Merger; (i) Mergerco and
1997 Corp. shall have received opinions from counsel to Andrx and CyBear as to
customary matters; and (j) Andrx and CyBear shall have raised a minimum of
$3,000,000 through either a private placement of 1997 Corp. Common Stock or
other funding by the Effective Date, including the sale of at least 333,333
shares of 1997 Corp.

<PAGE>

Common Stock at a price of at least $3.00 per share (which shares are not
included in the total of 13,000,000 shares to be issued to the shareholders of
CyBear as a result of the Merger).

REPRESENTATIONS AND WARRANTIES

Each of CyBear, 1997 Corp., Andrx and Mergerco made representations and
warranties in the Merger Agreement relating to, among other matters: (a) their
due organization, valid existence and authority to conduct business and own and
lease assets and properties; (b) being duly licensed or qualified to do business
in foreign jurisdictions; (c) the Companies' subsidiaries; (d) capitalization;
(e) the authority to execute and deliver the Merger Agreement and, subject to
receipt of the requisite stockholder approval, to consummate the transactions
contemplated therein; (f) due and valid execution of the Merger Agreement; (g)
enforceability of the Merger Agreement; (h) required governmental and
third-party consents and approvals; (i) payment of taxes, fees and assessments;
(j) the accuracy of financial statements; (k) the absence of brokers or finders;
(l) the status of accounts receivable and inventories; (m) the absence of
certain changes in operations and results thereof since March 31, 1998; (n) the
absence of undisclosed material liabilities; (o) the absence of material
litigation (except as disclosed in writing); (p) material compliance with
applicable laws; (q) title to and condition of material assets; (r) delivery of
copies of material agreements including leases and insurance policies; (s) the
absence of certain specified types of contracts, commitments and defaults; (t)
the absence of material adverse conditions; and (u) material completeness of all
disclosure.

These representations and warranties survive the closing date of the
Merger Agreement for a period of one year.

RIGHTS AND LIABILITIES OF SURVIVING CORPORATION

On and after the Effective Date, CyBear, as the Surviving Corporation,
shall succeed to and possess, without further act or deed, all of the estate,
rights, privileges, powers, and franchises, both public and private, and all of
the property, real, personal, and mixed, of each of CyBear and Mergerco
(collectively, the "Constituent Corporations"); all debts due to either of the
Constituent Corporations on whatever account shall be vested in CyBear; all
claims, demands, property, rights, privileges, powers, and franchises and every
other interest of either of the Constituent Corporations shall be as effectively
the property of CyBear as they were of the respective Constituent Corporations;
the title to any real estate by deed or otherwise in either of the Constituent
Corporations shall not revert or be in any way impaired by reason of the
acquisition, but shall be vested in CyBear; all rights of creditors and all
liens upon any property of either of the Constituent Corporations shall be
preserved unimpaired, limited in lien to the property affected by such lien at
the Effective Date; all debts, liabilities, and duties of the respective
Constituent Corporations shall thenceforth attach to CyBear and may be enforced
against it to the same extent as if such debts, liabilities, and duties had been
incurred or contracted by it; and CyBear shall indemnify and hold harmless 1997
Corp. and the officers and directors of each of the Constituent Corporations
against all such debts, liabilities, and duties and against all claims and
demands arising out of the Merger.

<PAGE>

CERTAIN INCOME TAX CONSEQUENCES

The Merger is intended to qualify as a "tax-free reorganization" for
purposes of the United States federal income tax so that stockholders of 1997
Corp. subject to United States tax will not recognize gain or loss from the
transaction. In addition, the transaction is not intended to result in the
recognition of gain or loss to either CyBear or 1997 Corp. in the respective
jurisdictions where each of them is subject to taxation. NO OPINION OF COUNSEL
NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN OBTAINED IN REFERENCE TO
THE FOREGOING. THE FOREGOING IS FOR GENERAL INFORMATION ONLY AND 1997 CORP.
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO THEM.

INTEREST OF CERTAIN PERSONS IN THE MERGER

The following table sets forth certain information regarding the
beneficial ownership of the common stock of 1997 Corp. as of December 31, 1997,
and the number of shares of CyBear to be acquired under the Merger Agreement, by
persons who might be deemed "affiliates" of CyBear or of 1997 Corp. within the
meaning of Rule 405 of the Securities Act of 1933, as amended, and by the
directors and executive officers of 1997 Corp.

<TABLE>

BENEFICIAL OWNERSHIP OF 1997 CORP.
----------------------------------
BENEFICIAL OWNER NUMBER OF PERCENT OF PERCENT OF
SHARES TOTAL SHARES OUTSTANDING TOTAL SHARES
--------- ------------------------ OUTSTANDING
BEFORE MERGER AFTER MERGER
------------- ------------

<S> <C> <C>
Judith S. Haselton 5,000 11% *
315 West 106th Street, 4th Fl.
New York, New York 10025
Richard L. Campbell 10,000 22% *
407 East Grand River
Brighton, Michigan 48116
</TABLE>

- ------------
* Less than 1%.

FEES AND EXPENSES

Pursuant to the terms of the Merger Agreement, CyBear and 1997 Corp.
are each to bear their own costs and expenses incurred in connection with the
Merger. Since the only funds available to 1997 Corp. are the $150,000 in cash
held in escrow pursuant to Rule 419, none of which may be used by either 1997
Corp. or CyBear prior to the consummation of the Merger Agreement, it is
anticipated that 1997 Corp. will accrue liabilities on its financial statements
which will be paid after the closing of the Merger.

<PAGE>

RECOMMENDATION BY THE BOARD OF DIRECTORS OF 1997 CORP.

The Board of Directors of 1997 Corp. approved the Merger Agreement as
of May 15, 1998 and recommends that the public investors confirm their
investment in 1997 Corp.

RECONFIRMATION OFFERING

The Public Investors have the opportunity to confirm or disaffirm their
investment in 1997 Corp. pursuant to the following conditions required by Rule
419:

1. Each Public Investor whose securities are held in the Rule 419
Escrow shall receive a copy of this Prospectus within five business days of the
effective date of this Prospectus;

2. Each Public Investor will have no fewer than 20 business days from
the effective date of this Prospectus to notify 1997 Corp. in writing that the
Public Investor elects to remain an investor;

4. The acquisition will be consummated only if a minimum number of
Public Investors representing 80% of the maximum Offering proceeds ($120,000)
elect to reconfirm their investments;

5. If a consummated acquisition(s) has not occurred by December 16,
1998, the Deposited Funds held in the Rule 419 Escrow shall be returned to all
of the Public Investors on a pro-rata basis within five business days by first
class mail or other equally prompt means; and

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS PROSPECTUS. THE FOLLOWING DISCUSSION ALSO SHOULD BE READ IN
CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED ELSEWHERE IN THIS PROSPECTUS.

1997 CORP.

RESULTS OF OPERATIONS

1997 Corp.'s public offering was declared effective on June 16, 1997.
1997 Corp. offered a total of 30,000 shares of Common Stock (par value $.001 per
share) at an offering price of $5.00 per Share, for an aggregate $150,000. On
September 16, 1997 Corp. closed on 30,000 Shares for a total gross proceeds of
$150,000. Pursuant to Rule 419 of the Securities Act of 1933, net proceeds of
$150,000 together with all securities issued are being held in escrow pending
the consummation of an acquisition or merger.

After the closing of the Merger, the business of 1997 Corp. will
consist of owning and operating CyBear. The resources of 1997 Corp. will be made
available to CyBear for its business. The combined cash resources of CyBear and
1997 Corp. will not be sufficient to fully develop and market its products and
services. Therefore, 1997 Corp. will be required to obtain additional financing
about which no assurance can be given.

As of December 31, 1997, 1997 Corp. had incurred approximately $20,000
of costs associated with the formation and capitalization of 1997 Corp. The
founding shareholders of the Company, who hold 15,000 of the 45,000 shares
presently outstanding, funded these costs. 1997 Corp. will use the net proceeds
from the previous offering principally in connection with effecting a Business
Combination, and structuring and consummating a Business Combination (including
possible payment of finder's fees or other compensation to persons or entities
which provide assistance or services 1997 Corp.). 1997 Corp. does not have
discretionary access to the income on the monies in the escrow account and
stockholders of 1997 Corp. will not receive any distribution of the income
(except in connection with a liquidation of 1997 Corp.) or have any ability to
direct the use or distribution of such income. Thus, such income will cause the
amount in escrow to increase. 1997 Corp. cannot use the escrowed amounts to pay
the costs of evaluating potential Business Combinations. To the extent that
Common Stock is used as consideration to effect a Business Combination, the
balance of the net proceeds from the offering not theretofore expended will be
used to finance the operations of the Target Business. No cash compensation will
be paid to any officer or director in their capacities as such until after the
consummation of the first Business Combination. Since the role of present
management after a Business Combination is uncertain, 1997 Corp. has no ability
to determine what remuneration, if any, will be paid to such persons after a
Business Combination.

<PAGE>

At March 31, 1998, 1997 Corp.'s current assets were $153,447, while
current liabilities were $2,807.

CYBEAR

INTRODUCTION

CyBear, a Florida corporation in the development stage, was
incorporated on February 5, 1997. CyBear, Inc. is a 99% owned subsidiary of
Andrx. CyBear is developing a suite of Internet-based productivity and
communication networks for the healthcare industry, including private
communication networks among healthcare providers, the provision of Internet
services, and electronic management tools for prescriptions, patient referrals,
hospital admissions, and other healthcare related activities. To date, the
Company's principal activities have consisted of developing its products and
providing software development services to Andrx.

From inception through March 31, 1998, the Company incurred a net loss
of $2,121,145 and has been dependent upon funding from Andrx. Management
anticipates incurring additional net losses for the foreseeable future, as the
Company continues to expend substantial resources to build its infrastructure,
develop its products and build its sales and marketing and administrative
organizations. Andrx is committed to the required funding of the Company's
future operations until the Company is able to raise capital from third parties
or the next 12 months, whichever is earlier. The Company has not yet completed
third-party testing of the basic connectivity product platform or the
development or testing of certain system enhancements. The Company will be
required to commit considerable time, effort and resources to finalize such
development and adapt its software to satisfy specific requirements of potential
customers. CyBear's planned ISP is in the early stages of development and will
require substantial resources prior to its commercial introduction. There can be
no assurance that the Company will successfully develop its products, achieve or
sustain profitability or positive cash flow from its operations.

The Company's strategy is to rapidly develop a broad customer base and
a source of revenue by marketing a healthcare ISP. This product will provide a
one-stop location on the Internet for the healthcare community to locate
relevant news, healthcare related information and customizable features unique
to each user. It will also provide a base for the marketing of CyBear's software
productivity applications to the healthcare industry.

The Company's software applications will establish connectivity between
and among physicians, pharmacies, labs, hospitals, MCOs and Payors. In parallel
with the introduction of its ISP service, CyBear will be marketing and
installing its electronic prescription management product. This product
automates and regulates the flow of prescription information from physician to
pharmacy to MCO. It features formulary compliance, prospective drug utilization
review and electronic prescription transmittal. CyBear will follow its
introduction of the electronic prescription management product with scheduled
releases of its patient referral, lab test submission and reporting, hospital
admission, and other healthcare related software applications.

<PAGE>

Management anticipates introducing its ISP and its electronic
prescription management product in 1999. In addition, the Company intends to
start building its sales and marketing and administrative organizations and
build network operations capacity to support the provision of its expected
services.

The market for the Company's services and products has only recently
begun to develop, is rapidly evolving and is characterized by an increasing
number of market entrants. The Company and its prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in the new and rapidly evolving market for Internet services and
products. To address these risks, the Company must, among other things, continue
to attract, retain and motivate qualified persons, and continue to upgrade its
technologies and services.

RESULTS OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION) TO DECEMBER 31, 1997

Revenues were $95,927 and consisted of software development services
rendered to Andrx. The Company does not anticipate generating any substantial
revenues in 1998.

Operating expenses were $1,626,276 and consisted of $1,502,370 in
software development costs and $123,906 in general and administrative expenses.
Software development costs include outside consultant fees, payroll, benefits
and housing expenses of employees involved in the creation, design and
development of the Company's products and the product developed for Andrx.
General and administrative expenses consist mainly of services provided by Andrx
such as executive management, accounting and finance, legal, payroll and human
resources. The Company and Andrx have a corporate services agreement whereby
Andrx provides the Company with office space and various services of its
management such as executive management, accounting and finance, legal, payroll
and human resources.

Interest expense was $28,220 and represents interest on advances from
Andrx to fund CyBear's operations. Such advances bear interest at prime (8.5% at
March 31, 1998) plus1/2%.

The Company was not required to provide for federal or state income
taxes due to its net losses. Under the provisions of SFAS No. 109, the Company
has provided a valuation allowance to reserve against 100% of its net operating
loss carryforwards. CyBear's taxable results are included in the consolidated
income tax return of Andrx. The Company and Andrx have a tax allocation
agreement that provides, among other things, for the allocation of federal
income tax liabilities to the Company at the approximate amounts that would have
been computed as if the Company had filed separate tax returns.

FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE PERIOD FROM FEBRUARY
5, 1997 (INCEPTION) TO MARCH 31, 1997

CyBear had no revenues for the three months ended March 31, 1998.
Revenues were $22,128 for the period from February 5, 1997 (inception) to March
31, 1997 and consisted of software development services rendered to Andrx.

<PAGE>

Operating expenses were $530,474 for the three months ended March 31,
1998 and consisted of $500,474 in software development costs and $30,000 in
general and administrative expenses. Operating expenses were $198,931 for the
period from February 5, 1997 (inception) to March 31, 1997 and consisted of
$178,931 of software development costs and $20,000 of general and administrative
expenses.

Interest expense was $32,102 for the three months ended March 31, 1998
and represents interest on advances from Andrx to fund CyBear's operations.
There was no interest expense in the period from February 5, 1997 (inception) to
March 31, 1997.

The Company was not required to provide for federal or state income
taxes due to its net losses.

LIQUIDITY AND CAPITAL RESOURCES

From February 5, 1997 (inception) through March 31, 1998, the Company
has incurred a net loss of $2,121,145 and has been dependent upon funding from
Andrx. As of March 31, 1998, the Company had $1,000 in cash and a working
capital deficit of $1,990,201.

Net cash used in operating activities from February 5, 1997 (inception)
through March 31, 1998 was $1,994,498 and was primarily attributable to software
development expenses offset by accounts payable and accrued payroll and employee
benefits.

Net cash used in investing activities from February 5, 1997 (inception)
through March 31, 1998 was $470,131. The Company invested $310,131 in capital
expenditures consisting mainly of computer hardware and software used in the
development of its products. In addition, the Company has entered into an
agreement with a third party to license the use of their software to be utilized
in its Internet-based software applications at a minimum of 600 customer sites
for an unlimited period of time. The Company purchased this license for
$160,000.

Net cash provided by financing activities from February 5, 1997
(inception) through March 31, 1998 was $2,465,629 and consisted of proceeds from
issuance of shares of the Company's stock and funding from Andrx. In February
1997, the Company issued 12,870,000 shares of common stock to Andrx for an
aggregate amount of $500,000 and 130,000 shares of convertible preferred stock
for a promissory note of $30,000. The promissory note was paid in full and the
preferred stock was converted into 130,000 shares of common stock. In addition,
the Company received advances of $1,875,306 from Andrx to fund its operations.
The advances bear interest at prime (8.5% at March 31, 1998) plus1/2% and will
be contributed as additional paid-in capital to the Company upon consummation of
certain transactions, including but not limited to, a merger.

<PAGE>

Florida law, and also alleges claims under Florida's Racketeer Influenced and
Corrupt Organization Act and certain other provisions of federal and state law.
The Company and Andrx believe that Medix's and Cymedix's accusations and
threatened claims have no basis in substantial fact or legal support and on
March 23, 1998, the Company and Andrx filed a complaint against Medix and
Cymedix for libel and slander arising from the improper public dissemination of
the contents of the aforesaid demand letter with respect to each of the matters
set forth in the aforesaid demand letter. The Company and Andrx intend to
vigorously prosecute their complaints, which seek damages, costs, interest and
attorneys' fees. On June 2, 1998 Medix, on behalf of Cymedix, filed a complaint
against the Company, Andrx and certain Company and CyBear directors, officers
and employees alleging the theft and unlawful appropriation of Cymedix' computer
medical software for remote online healthcare Providers and Cymedix' Internet
medical communications technology allegedly owned by Cymedix. Cymedix is seeking
treble damages totaling $396 million. The Company and Andrx believe that
Cymedix's suit has no basis in substantial fact or legal support and is without
merit, and intend to vigorously defend themselves against these claims. The
Company and Andrx believe that the outcome of this lawsuit will not be material
to their results of operations and financial positions.

From time-to-time, the Company may be involved in litigation relating
to claims arising out of its operations in the normal course of business. The
Company is not currently a party to any other legal proceeding the adverse
outcome of which, individually or in the aggregate, could reasonably be expected
to have a material adverse effect on the Company's business, operating results
and financial condition.

The Company anticipates that its cash requirements will continue to
increase as it continues to expend substantial resources to build its
infrastructure, develop its products and establish its sales and marketing,
network operations and administrative organizations. Andrx is committed to the
required funding of the Company's operations until the Company is able to raise
capital from third parties or the next twelve months. Additional funding may not
be available when required or may not be available on terms favorable to the
Company, if at all.

YEAR 2000

<PAGE>

failure of the software and computing systems of the Company and its third-party
vendors to be Year 2000 Phenomenon ready could have material adverse effect on
the Company.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income", was issued by the Financial Accounting
Standards Board ("FASB") in June 1997. This Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company has adopted the
provisions of SFAS No. 130 beginning January 1, 1998, as required. CyBear's
comprehensive losses and net losses are the same for all periods presented.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", was issued by the FASB in June 1997. This Statement establishes
standards for reporting information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company will adopt the provisions of
SFAS No. 131 for the year ending December 31, 1998, as required. Adoption of
this standard will not have a material impact on the Company's existing
reporting disclosures.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued by the FASB in June 1998. SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting.

SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the provision of SFAS No. 133 as of the
beginning of any fiscal quarter after issuance (that is, fiscal quarters
beginning June 16, 1998 and thereafter). SFAS No. 133 cannot be applied
retroactively. SFAS No. 133 must be applied to (a) derivative instruments and
(b) certain derivative instruments embedded in hybrid contracts that were
issued, acquired, or substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998).

The Company has not yet quantified the impacts of adopting SFAS No. 133
on its financial statements and have not determined the timing of or method of
our adoption of SFAS No. 133.

<PAGE>

FORWARD-LOOKING STATEMENTS

Forward-looking statements (statements which are not historical facts)
in this Registration Statement are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained in this report that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "would," " estimate," or "continue" or the
negative other variations thereof or comparable terminology are intended to
indemnify forward-looking statements. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, including those
risks and uncertainties detailed in filings with the Securities and Exchange
Commission.

<PAGE>

BUSINESS

1997 CORP.

1997 Corp. was organized under the laws of the State of Delaware on
March 17, 1997. 1997 Corp. was formed to serve as a vehicle to effect a Business
Combination with a Target Business. The business objective of 1997 Corp. is to
effect a Business Combination with a Target Business which 1997 Corp. believes
has significant growth potential. 1997 Corp. intends to utilize the net proceeds
of the Offering (as defined herein), equity securities, debt securities, bank
and other borrowing or a combination thereof in effecting a Business Combination
with an operating business. 1997 Corp. is a development stage company with no
operating history and has not engaged in any business activities, other than to
seek out and investigate other businesses for a potential Businesses
Combination.

On June 16, 1997, 1997 Corp. commenced a "blank check" offering
pursuant to Rule 419. The Offering generated $150,000 in net proceeds from the
sale of 30,000 shares of Common Stock to 131 Public Investors in the Offering.
Pursuant to Rule 419, the net proceeds from the Offering if $150,000 (the
offering expenses were paid from the funds provided by the purchase of the
15,000 restricted shares of Common Stock), the 15,000 restricted shares of
common stock, and 30,000 Shares purchased by the Public Investors are being held
in the Rule 419 Escrow until:

1. 1997 Corp. has executed an agreement for the acquisition of a Target
Business for which the Fair Market Value of the Target Business, as determined
by 1997 Corp., represents at least 80% of the maximum Offering Proceeds
($120,000) and has filed the a Post-Effective Amendment making a reconfirmation
offer to the Public Investors;

2. The Post-Effective Amendment has been declared effective and at
least 80% of the non-affiliated Public Investors have reconfirmed their
investment; and

3. The acquisition of a Target Business with a Fair Market Value of at
least 80% of the maximum offering proceeds ($120,000) has been approved by 51%
of the shares of Common Stock with CyBear purchased in the Offering and has been
consummated.

In furtherance of satisfying the conditions to release the Deposited
Funds and the Deposited Shares from the Rule 419 Escrow, 1997 Corp. has entered
into a Merger Agreement (as defined herein) and has filed a Post-Effective
Amendment, of which this Prospectus is a part, with the SEC which became
effective as of the date of this Prospectus.

The purpose of this Prospectus is to provide the Public Investors with
information regarding the Merger Agreement so that they may decide if they wish
to reconfirm their investments in shares of 1997 Corp.

<PAGE>

CYBEAR

OVERVIEW

CyBear, Inc. is a healthcare communications technology company formed
by Andrx to develop technology and products that will address the growing
communication and information problems within the Healthcare Community.

The Healthcare Community, which is attempting to both reduce the costs
of healthcare and improve the provision of healthcare, requires greater and more
timely information to achieve these objectives. Currently, the many components
of the Healthcare Delivery System operate independently with limited ability to
communicate the information they have obtained or produced to the other
components within the system. While each component is computerized, limited
progress has been made towards connecting the healthcare components together so
that they can communicate with each other in a convenient, secure and effective
manner ("Universal Connectivity"). With Universal Connectivity, Providers will
be able to communicate with their contracted physician or provider networks so
that they can collect patient information at the point of care, track physician
activities and patterns, identify trends and issues that affect the critical
components of managed care -- such as quality, cost, outcomes, variability and
patient satisfaction -- intervene at the point of care in order to facilitate
Prospective Utilization Review, and assist their member physicians with real
time clinical solutions.

The CyBear system has been designed to satisfy managed care's demand
for a cost effective solution to the communication and information system
dilemma. CyBear is developing a software product to bridge the communication
chasm between and among Providers and Payors within the managed care chain. The
CyBear system will provide on-line real time communication among MCOs,
physicians, pharmacies, labs, hospitals and other healthcare providers, an
objective within healthcare for more than a decade. The attainment of that
objective is anticipated to provide operating efficiencies, overhead reductions,
cost relief and improved patient care for each of the interrelated Payors and
Providers. The CyBear system capitalizes on the development and emergence of
Internet technologies to merge disparate computer platforms. It employs the
power of Universal Connectivity to create a "virtual private network" to
electronically link all network routers efficiently and effectively.

CyBear will enable healthcare providers to communicate with one another
through the Internet and secure intranets. This will be accomplished by
marketing a healthcare ISP called CyBearNet. CyBearNet will provide the platform
for connectivity and broadcast communications, while providing a one-stop
location on the Internet for the healthcare community to locate news and
information essential to today's healthcare

<PAGE>

environment. CyBearNet will also provide a broad base for the marketing of
CyBear's software applications.

The ISP service is expected to begin in 1999. The Company will complete
beta testing of its connectivity product with a target of commercial
introduction in 1999.

The Company believes that there is a significant synergy between
CyBearNet, its ISP service, and its connectivity/management applications. The
ISP service will help to establish Internet connectivity for and between
physicians, pharmacies and other related parties in the Healthcare Community.
This link will be through a common service provider, CyBear, which will provide
a broad base of healthcare news and information along with other content.
Utilizing this connectivity, while providing its customer base with a reliable
source of information, will allow CyBear to demonstrate its expertise in using
the Internet to enhance the healthcare experience for Providers.

A natural progression from the ISP service is the automation of the
paper-based communication that exists within healthcare. CyBear will be able to
introduce its connectivity/management applications as a further enhancement to
the ISP service already being provided. The Company's management applications
are not reliant upon the ISP service but can integrate with it to disseminate
reports and real time management information.

EXISTING HEALTHCARE COMMUNICATION SYSTEM

The current methods of communication between and among healthcare
Payors and Providers are those inherited from the fee-for-service system. Under
that system, the patient visited a healthcare provider, the provider
subjectively calculated the value of the services it furnished, and presented
its bill, which the insurance carrier paid. This system required little if any
justification of fees, monitoring of costs or sharing of information, and the
only communication tools needed were the mail and, to a certain extent, the
telephone. This fee-for-service system was highly functional and helped
establish a sophisticated, top quality delivery system for health services. It
also presented a continuous escalation of cost that could no longer be
supported.

Driven by demand from employers and government for a more financially
responsible healthcare system, MCOs emerged as the most effective method of
controlling the spiraling costs of healthcare and maintaining the same high
standards of care. During the last decade, MCOs have leaped from relative
obscurity to a dominant position in the provision of healthcare services.
Combined, HMOs and PPOs now provide healthcare benefit coverage for nearly 150
million Americans.

The average MCO establishes provider agreements with thousands of
physicians and hundreds of hospitals, labs, mental health facilities, vision
centers, and pharmacies. Using that provider network, MCOs then contract with
employers, government agencies, insurance carriers and individuals to provide
their members, employees and participants with a menu of healthcare benefits.
Under this healthcare structure, MCOs must manage and monitor each member who
enters its system, maintain the integrity and quality of its provider network,
and manage the cost effectiveness of the services it provides. These objectives
require the MCO to satisfy the patients expectation of equal or improved
provision of care, and its clients expectation of continued cost effectiveness,
while

<PAGE>

generating a profit for its investors. Unfortunately, the methods and
modes of communication currently used in the healthcare industry hinder the MCOs
ability to successfully manage these divergent objectives.

Healthcare has consistently lagged behind the rest of the business
world in the use of electronic communication, and is one of the last remaining
industries that remains dependent on paper communication. The information
systems employed to support and maintain complex healthcare structures have
failed to progress with managed care's growth explosion and its corresponding
information requirements. As a result, all healthcare participants typically
remain reliant upon the processing and communication structure that was in place
under the fee-for-service paradigm.

Healthcare's paper dependence dilemma is perhaps best demonstrated by
the current mode of prescription writing and dispensing. MCOs typically supply
their network physicians with paperback books ("formularies") that advise their
physicians which medications are included within the patients benefit plan.
Since the formulary for each benefit plan is different, and contains over 1,300
prescriptions on average, compliance with the multiple formularies has become
nearly impossible and is generally ignored.

Instead, the physician issues a prescription to the patient, which is
then carried or faxed to a pharmacy - that may or may not have the patient's
complete prescription history on file - for filling and dispensing. In some
instances, the prescription is filled without any communication between
pharmacist, physician and MCO, and insurance coverage, adverse drug
interactions, duplicate therapies and other potential interactions are reviewed
retrospectively, if at all. In a growing number of instances, however, the
pharmacy needs to contact the patient's MCO or pharmacy benefit manager ("PBM")
to determine whether that prescription is proper under the patients benefit
plan. When communication does take place, and the prescription is rejected or
the MCO or PBM indicates an adverse interaction, the pharmacist must then phone
the physician or send the patient back to the physician.

This system is a legacy of the fee-for-service reimbursement program.
The transaction is awkward, time consuming, inefficient and unresponsive to each
patient's needs. It also burdens the pharmacy and the physician with hours of
daily wasted phone time and bogs down the system. Most importantly, it fails to
provide the physician with the information to thoroughly research the patient's
drug history or the most viable specific course of drug therapy, thereby
increasing the cost to the MCO, through unnecessary complications or hospital
admissions.

While many Providers and Payors have become at least partially
computerized, little progress had been made towards achieving a computer system
that can provide Universal Connectivity between and among all of the computers
in the Healthcare Delivery System. The linkage of existing computer technologies
has been hindered by a variety of factors, including the high cost of
technology, limitations of existing information systems and the incompatibility
of the operating platforms used by each separate Provider and Payor.

<PAGE>

HEALTHCARE INFORMATION TECHNOLOGY TRENDS

Healthcare expenditures in the United States exceeded a trillion
dollars in 1996 or approximately 14% of the Gross Domestic Product. Until
recently, however, healthcare significantly trailed the rest of American
industry in expenditures on information technology. Healthcare organizations
have been allocating as little as 1% of operating budgets for information system
investment. That compares with 4% for manufacturing, 7% for insurance and 12%
for banking.

The information revolution, together with the recent forces of
healthcare reform, the rapid growth and pervasiveness of managed care plans and
capitation have created an awareness of the need to re-engineer and automate the
many processes that were previously paper driven. Some Payors and Providers are
currently attempting to apply computer technology to the task of transmitting
digitized, multi-media medical information across nationwide electronic
networks. Most, however, continue to function within the limitations of their
existing technology. Even MCOs have been slow to transition from many manual
functions to an electronic exchange of data. Most MCOs have adopted information
systems for data delivery among Payors, Providers and employers but as of 1996,
it was estimated that only 14% of these systems can interface with physicians
and hospitals and less than 17% have automated any areas of clinical practice.

Early healthcare information systems were mainframe designs focused on
administrative and financial functions such as charge capture and account
receivable management. Created for the fee-for-service model, these systems were
activity based and focused on revenue maximization. Managed care requires a
system that can gather and manage information in order to achieve cost
reduction. That system will be able to track physician activities and patterns,
identify trends and issues that affect the critical components of managed care
- -- such as quality, cost, outcome, variability and patient satisfaction -- and
will be able to provide clinically-based and patient-focused support solutions.
Innovative systems will empower intervention at the point-of-care with
Prospective Utilization Review ("PUR") and timely receipt of patient data to
assist the physician with real time clinical solutions.

Managed care has forced a new economic reality on the practicing
physician. Of the over 400,000 office-based physicians, approximately 65% have
computerized a portion of the financial and administrative aspects of their
practice, employing primarily PC-based commercial turnkey systems. Less than 10%
of the non-group physicians (less than 3 doctors per practice) are using
computer-based patient records and even fewer are connected to other physicians,
hospitals, labs or MCOs. Larger physician group practices have made some
strides, however, as approximately 24% have computerized some or all of their
patient's clinical records. In order to continue to be competitive in the
environment of managed care and capitation, a physician increasingly needs rapid
on-line access to the patient's clinical and financial information.

Pressures to contain costs and improve quality of care are driving
demand for connectivity and interactive communication systems in the healthcare
industry. Managed care's continued explosive growth is rendering existing
healthcare information systems obsolete.

<PAGE>

THE CYBEAR SOLUTION

CyBear products will provide the Healthcare Community with a presence
on the Internet, through CyBearNet, and will enable them to communicate with the
other members of that community. Combined with CyBear's connectivity/management
applications, which will allow for the real time electronic interchange of data
between different healthcare information systems, the CyBear system is an
integrated solution, capable of releasing the free flow of information between
physicians, pharmacies, labs, hospitals and other healthcare providers.

CYBEARNET INTERNET SERVICE PROVIDER

CyBear's goal is to have CyBearNet become the most widely used and
recognized ISP for the Healthcare Community. The Company's strategy is to
provide significant value to the Healthcare Community by having the CyBearNet
ISP provide the following features:

A high speed Internet connection that can ensure users the highest connection
speed possible.

/bullet/ A customizable home page tailored to each healthcare provider, that can
provide desirable information to the user and web site communication to
their patients and customers. The information on CyBearNet will be
designed to assist the healthcare provider in meeting the demands of
today's healthcare environment, both personally and professionally.
CyBearNet will simplify and organize the user's search for that
information. The Company believes that many healthcare Providers are
frustrated by the presentation of information from numerous sources and
the CyBearNet ISP will be designed in a manner that will be intuitive,
simple and targeted for the healthcare user.

/bullet/ As the content presented on CyBearNet may impact healthcare decisions,
CyBearNet is intended to be viewed by its users with the same level of
confidence that physicians view healthcare journals. Accordingly,
CyBearNet will only accept content from trusted partners who can
validate the quality of the information sources used. Customers are
intended to view CyBearNet as offering the highest level of quality,
reliability and trust.

/bullet/ CyBear intends to make CyBearNet the primary service that users will
access from their computer and will be the gateway to the rest of the
Internet. CyBearNet will offer many of the same services found on other
commercially available ISP's such as general news, sports scores,
financial information and entertainment, but its focus will the quality
of its healthcare content designed to improve the delivery of care.

A secondary benefit of the ISP strategy is that CyBearNet will open the
door for future deployment of the other CyBear connectivity products. Building
off the quality image that CyBearNet has developed, CyBear will target CyBearNet
customers to become users of its connectivity products. CyBearNet will act as a
continuous reminder to users about the additional value that CyBear can bring.

<PAGE>

While the level and depth of content information will evolve based on
the needs of our customers, there will be at least three general content areas
on CyBearNet: (1) general healthcare information; (2) healthcare business
information; and (3) lifestyle information. This information will be easily
selected by the user, and the user will be able to customize the content of
their site so that it fits their personal and professional profile. Content will
be accessed via a static set of "channel" buttons that are always visible.

Each of these channels will provide specific services and content, and
the user will be able to customize each channel to reflect their desired
content, such as to reflect a user's particular specialty, like cardiology,
pediatrics or urology. This customization will also be reflected on the banner
advertising that appears on that user's screen. The user will also have the
option of purchasing certain services on a per-use basis, such as credentialing,
continuing education and literature to be downloaded.

CONNECTIVITY PRODUCTS

CyBear is also developing connectivity products and applications that
provide electronic connectivity between and among physicians, pharmacies, labs,
hospitals, MCOs and other healthcare providers. The CyBear system will provide
on-line real time communication and data interchange between the members of the
Healthcare Community, notwithstanding their different information systems. This
will introduce operating efficiencies, overhead reduction, cost relief and
improved provision of patient care. CyBear's goal is to emerge as a leader in
healthcare communication technology through the successful introduction of its
product system, which resolves the current communication dilemma. It overcomes
information system interface barriers by capitalizing on the development and
emergence of Internet technology to link disparate computer platforms and allow
real time communication between operating systems.

CyBear has developed a clinically driven electronic management software
system that resolves documented clinical problems within the various targeted
provider disciplines. The software will function in a secure environment on a
variety of operating platforms. Finally, CyBear will feature a decision tree
support mechanism that relies on artificial intelligence technology to
electronically assist the physician in complex patient care decisions.

Implementation of its marketing strategy will permit CyBear to bypass
historical industry distribution obstacles. CyBear's ISP service will provide
the physicians with medical-based content as part of the base Internet
connection fee with additional, more specific content available on a
subscription basis. This product will provide a proof of concept for CyBear's
network and also a broad base of physician users connecting to the Internet
through CyBearNet. In parallel with the ISP service, CyBear will be marketing
and installing CyBear Rx, its Electronic Prescription Management product,
designed for use in physician office based practices. The system automates and
regulates the flow of prescription information from physician to pharmacy to
MCO. It features formulary compliance based on managed care approved
formularies, prospective Drug Utilization Review and electronic prescription
transmittal. The system prompts the physician in product selection with generic
and therapeutic substitutions, formulary compliance and preferred product
alternatives.

<PAGE>

CyBear intends to follow its introduction of CyBear Rx with scheduled
releases of the remaining components of its integrated software management
system: CyBear Lab, CyBear Referral, CyBear Patient Encounter and CyBear
Hospital Admissions. The Company anticipates that the acceptance and adoption of
the CyBear system by the medical community will position CyBear as a premier
provider of healthcare integrated data communication services.

MARKETING

CyBear intends to use managed care's demand for immediate information
access, on-line communication and control of the physician provider to market
its product system at the provider level. CyBear will focus its marketing
strategy on selected targets within the managed care arena, which will permit
the maximum product penetration with a minimum investment of resources. The
criteria for identification as primary targets include a high probability of
conversion and a high probability of successful distribution to and utilization
by the physician provider network.

CYBEARNET. The Company has developed an ambitious strategy to utilize
both internal and external resources to develop CyBearNet into a clear and
unique brand identity. A consistent image is a key component to the success of
this strategy because of the highly competitive nature of the ISP market. The
Company believes that the marketing image combined with 'world-class' content
will, to a great extent, determine its early success or failure. In order to
accomplish the Company's ambitious market penetration objectives, CyBearNet
requires an aggressive promotional strategy that will very quickly develop a
presence for CyBearNet within the medical community.

With over 600,000 physicians in practice, the target market is broad by
design. The Company believes that CyBearNet offers value for physicians who are
in single practices as well as the large provider organizations that are growing
to serve the needs of managed care. In order to achieve the highest possible
market penetration, early focus will be on those groups that are responsible for
large groups of physicians. A list of early targets includes PPMs, IPAs, MSOs,
large group practices and PHOs.

The Company's promotional strategy is planned to include journal
advertising, Web advertising, direct mailing, trade show visibility,
telemarketing, market relationships, business partnerships and direct selling
activity. The promotional budget will be heavily weighted towards the first half
of the launch campaign in order to get the name recognition and user trials
required in this market. Media spending is anticipated to begin in the second
half of 1998 and ramp up quickly.

CONNECTIVITY PRODUCTS. CyBear intends to capitalize on the growing,
managed care driven, consolidation of physicians and other healthcare providers
and their need for management information and point-of-care decision support to
propel acceptance at the provider level. Organizations such as PPMs, IPAs, MSOs
and PHOs are able to exert considerable influence on a core percentage of their
network physician providers, especially as they engage in managed care contracts
that include financial risk. The pursuit of capitated ,or at-risk agreements
from managed care by physicians and provider organizations is a growing trend,
with seventy eight percent (78%) of all managed care provider contracts
involving the assumption of full or partial financial risk.

<PAGE>

In a capitated environment, the greatest downside exposure occurs in
two areas; out of network referrals, and non-compliance with the prescription
formulary. CyBear technologies will help to manage both of these challenges at
the point-of-care, and will give the Provider some measure of "proxy" control.
Profitability in managed care is dependent upon controlling costs, while
maintaining access and quality care. This will be achievable only when reliable
data is obtainable and usable as a prospective management tool. CyBear
technologies will allow Providers to manage risk more effectively, and give
management groups the ability to both access the management information they
need and the ability to influence healthcare decision making prospectively.

CyBear technologies will create a unique opportunity to collect
therapeutic, diagnostic, referral, prescribing, utilization, and quality data
essential to the management process. More importantly, the collection of this
data will be done as part of the normal workflow and healthcare delivery. This
type of data has significant value to a variety of potential users, including
pharmaceutical manufacturers, MCOs, PBMs, academicians, researchers, PPMs, and
health care consulting firms. CyBear, in concert with its function as a data
manager and communicator, will also act as a data warehouse, allowing for
virtually real-time analysis. This will greatly enhance the ability of each
healthcare organization to manage to a successful outcome, and the sale of
non-confidential healthcare data represents a significant opportunity to
generate incremental revenue.

CyBear will also focus its marketing strategy on MCOs and selected
targets within the managed care arena, which supports the objective of maximum
product penetration with a minimum investment of resources. The criteria for
identification as primary targets include a high probability of conversion and a
high probability of successful distribution to and utilization by the physician
provider network.

MCOs that contract out provision services have an immediate need for
the efficiencies that CyBear will offer to the administrative process. These
types of MCOs include Group Model, Network, and Mixed Model HMOs. In this
segment CyBear will be positioned as an alternative to redundant administrative
processes, and the manual keying of data. CyBear's ability to collect and manage
data at the point-of-care may theoretically give Payors access to a new set of
data points that may offer significant value to their business.

CyBear will offer pharmacy operations two important benefits; reduced
administrative cost per script, and access to unique data points. Since the use
of CyBear technologies will prospectively manage prescriptions for DUR and
formulary edits, pharmacies will be assured of receiving a prescription that can
be reimbursed by Payors, without tying up employees with unnecessary
administrative time. In addition, pharmacies have traditionally been limited to
the data provided on a paper based prescription, such as the patient name,
possibly a diagnosis code, prescription and dosing. With CyBear, it will be
possible to provide a much broader range of statistical data, including
demographic (excluding information protected by patient confidentiality
regulations and devices), ICD-9 diagnosis code, drug utilization, patient
profiles, etc. This data will benefit the pharmacy operationally, by allowing
them to understand their market and physician utilization, and can also provide
them with a revenue stream through data sales.

<PAGE>

DEVELOPMENT

Approximately 67% of the Company's present employees are involved with
product development. The Company's development activities include new product
development, product updates and enhancement of existing products. A substantial
majority of the Company's development expenses have been incurred in connection
with new product development. The Company's development expenses through March
31, 1998 were approximately $2,000,000.

COMPETITION

The Company's competitors include healthcare information companies and
large data processing and information companies. Many of these competitors have
substantial installed customer bases in the healthcare industry and the ability
to fund significant product development and acquisition efforts. The Company
believes that the principal competitive factors in its market are clinical
credibility and integrity and product innovation. These factors address both
customer needs for cost containment tools and increasing industry concerns about
quality control. Other important competitive factors include product reputation
and reliability, system features, client service, price, and the effectiveness
of marketing and sales efforts. Based on historical performance, the Company
believes it competes favorably with respect to each of these factors. However,
there can be no assurance that the Company will remain competitive with respect
to any individual factor or combination thereof.

The Company expects that as other competitors enter the market, there
may be downward pressure on transaction fees, particularly for CyBear Rx.

The Company faces competition from other HCIS companies and other
specialty technology companies. Many of the Company's competitors are
significantly larger and have greater financial resources than the Company. The
area of healthcare EDI transaction networks has been targeted by many companies.
The Company is also aware that other EDI transaction processing companies have
targeted this industry as a growth market, which could in the future utilize
their networks to process electronic healthcare EDI transactions. Certain of
these companies have announced pilot programs. The Company believes that the
competition it faces and will face in the foreseeable future will be based
primarily on product/service quality, customer support and marketing. The
Company believes that its products and services are more advanced than the
competing products and services currently available because the Company's
clinical EDI products and services have been developed and enhanced through
actual utilization by physicians, pharmacies and labs over the past four years.
The Company believes that its ability to compete successfully in the HCIS market
will depend upon its ability to offer a variety of integrated products and
services and to implement sales and marketing strategies which brings its
products and services to the attention of its potential customer base.

GOVERNMENT REGULATION AND HEALTHCARE REFORM

The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operation of
healthcare organizations. The Company's products are designed to function within
the structure of the healthcare financing and reimbursement system currently
being used in the United States. During the past several years, the healthcare
industry has been subject to an increase in governmental regulation of, among
other things, reimbursement rates.

<PAGE>

Proposals to reform the U.S. healthcare system have been and will continue to be
considered by the U.S. Congress. These programs may contain proposals to
increase governmental involvement in healthcare and otherwise change the
operating environment for the Company's customers. Healthcare organizations may
react to these proposals and the uncertainty surrounding such proposals by
curtailing or deferring investments, including those for the Company's products.
On the other hand, changes in the regulatory environment have in the past
increased and may continue to increase the needs of healthcare organizations for
cost-effective information management and thereby enhance the marketability of
the Company's products and services. The Company cannot predict with any
certainty what impact, if any, such proposals or healthcare reforms might have
on the Company's results of operations, financial condition and business.

The Company's products and services are not directly subject to
governmental regulations, although the user base is subject to extensive and
frequently changing federal and state laws and regulations. A primary feature of
the Company's products and services is the ability to electronically transmit
(either by computer-to-facsimile or computer-to-computer) prescriptions from a
doctor's office to a pharmacy. The ability of a pharmacist to fill an
electronically transmitted prescription is governed by federal and state law.
The United States Drug Enforcement Agency ("DEA") oversees the handling of
certain classes of drugs called "controlled substances." The United States
Congress has approved the dispensing of prescriptions transmitted via facsimile
of original, signed prescriptions for controlled substances other than for
Schedule II drugs (narcotics). Neither Congress nor the DEA has specifically
addressed electronic transmission of computer-generated prescriptions for
controlled substances. No assurance can be given that Congress or the DEA will
accept this method of transmitting prescriptions for controlled substances in
the future.

Other state laws which may affect the Company's ability to market in
certain states include certain state requirements that require licensure as
either a doctor or a pharmacy in order for a third party to send or receive a
prescription. A common carrier, such as a telephone company, is often excluded
from such requirements. The Company's ability to market in such states would
depend upon each state's willingness to deem the Company to be a common carrier
of such prescriptions, the assurance of which cannot be given.

INTELLECTUAL PROPERTY

The Company considers its methodologies, computer software and
knowledge bases to be proprietary. The Company seeks to protect its proprietary
information through nondisclosure agreements with its employees. The Company's
policy is to have employees enter into nondisclosure agreements containing
provisions prohibiting the disclosure of confidential information to anyone
outside the Company, requiring disclosure to the Company of any new ideas,
developments, discoveries or inventions conceived during employment, and
requiring assignment to the Company of proprietary rights to such matters that
are related to the Company's business.

The Company also relies on a combination of trade secrets, copyright
and trademark laws, contractual provisions and technical measures to protect its
rights in various methodologies, systems and products and knowledge bases. The
Company believes that because of the rapid pace of technological change in the
EDI industry, trade

48
<PAGE>

secret and copyright protection are less significant than factors such as the
knowledge, ability, experience and integrity of the Company's employees,
frequent product enhancements and the timeliness and quality of support
services.

The Company has filed one patent application and two copyright
applications relating to its software technology and has obtained trademark
protection for the name CyBear. Any infringement or misappropriation of the
Company's intellectual property rights would disadvantage the Company in its
efforts to retain and attract new customers in a highly competitive market and
could cause the Company to lose revenues or incur substantial litigation
expense.

Although the Company believes that its products do not infringe on the
intellectual property rights of others, there can be no assurance that such a
claim will not be asserted against the Company in the future. If asserted, such
a claim could cause the Company to lose revenues or incur substantial litigation
expense.

LEGAL PROCEEDINGS

On March 18, 1998, Andrx received a letter from counsel for Medix and
its subsidiary Cymedix alleging the theft and unlawful appropriation by the
Company, Andrx, and certain directors, officers and employees the company and of
Andrx of certain computer medical software and internet medical communications
technology allegedly owned by Cymedix. The letter demands trebled damages
totaling $396.6 million pursuant to the civil theft provisions of Florida law,
and also alleges claims under Florida's Racketeer Influenced and Corrupt
Organization Act and certain other provisions of federal and state law. The
Company and Andrx believe that Medix's and Cymedix's accusations and threatened
claims have no basis in substantial fact or legal support and on March 23, 1998,
the Company and Andrx filed a complaint against Medix and Cymedix for libel and
slander arising from the improper public dissemination of the contents of the
aforesaid demand letter with respect to each of the matters set forth in the
aforesaid demand letter. The Company and Andrx intend to vigorously prosecute
their complaints, which seek damages, costs, interest and attorneys' fees. On
June 2, 1998 Medix, on behalf of Cymedix, filed a complaint against CyBear,
Andrx and certain CyBear and Andrx directors, officers and employees alleging
the theft and unlawful appropriation of Cymedix' computer medical software for
remote online healthcare Providers and Cymedix' Internet medical communications
technology allegedly owned by Cymedix. Medix is seeking treble damages totaling
$396 million. The Company and Andrx believe that Medix's suit has no basis in
substantial fact or legal support and is without merit, and intend to vigorously
defend themselves against these claims. From time to time, the Company may be
involved in litigation relating to claims arising out of its operations in the
normal course of business. Except for the matter disclosed above, the Company
is not currently a party to any other legal proceeding, the adverse outcome of
which, individually or in the aggregate, could reasonably be expected to have a
material adverse effect on the Company's business, operating results and
financial condition.

<PAGE>

PROPERTIES

The Company currently leases approximately 5,725 square feet of space
in Tampa, Florida, for its software development staff, pursuant to two leases
expiring in November 1998, with two one-year renewal options, at a current total
annual rent of approximately $95,000. The balance of the Company's employees
currently operate out of Andrx's facilities in Fort Lauderdale, Florida. The
Company is presently evaluating various properties in the Fort Lauderdale,
Florida area, to house its selling, general and administrative operations.

EMPLOYEES

As of July 15, 1998, the Company had 39 full-time employees. None of
such employees are members of a labor union and the Company considers its
relationship with its employees to be good.

MANAGEMENT

1997 CORP.

The current directors and officers of 1997 Corp. are set forth below.
The current directors and officers of 1997 Corp. will resign effective upon
closing of the Merger and the directors and officers of CyBear will become
directors and officers of 1997 Corp. All directors and officers hold office for
one year or until their successors have been elected and qualified. Vacancies in
the existing board are filled by majority vote of the remaining directors. The
following officer and directors are the only promoters of 1997 Corp., as that
term is defined in the Act.

<TABLE>
NAME AGE POSITION(S) HELD
----- --- ----------------
<S> <C>
Judith Haselton 43 Chairman of the Board
Chairman of the Board
315 West 106th Street, 4th Floor
New York, New York 10025

Richard L. Campbell 43 Treasurer and Director
407 East Grand River
Brighton, Michigan 48116

</TABLE>

JUDITH S. HASELTON, CHAIRMAN OF THE BOARD, PRESIDENT AND DIRECTOR is an
independent financial consultant and private investor. From February, 1987, to
October, 1991, she was employed as an investment banker in the corporate finance
department of Smith Barney, Inc., and from June, 1983, to February, 1987, with
E.F. Hutton and Company Inc. She also served from June, 1980 to June, 1983, as a
commercial banker with Bank of America NT and SA. Ms. Haselton received her
Masters in Business Administration from Columbia University Graduate School of
Business and her undergraduate degree from Macalester College.

RICHARD L. CAMPBELL, SECRETARY, TREASURER AND DIRECTOR, is a Managing
Director of Mantis Holdings, Inc., a privately held investment holdings company
and since January, 1997, also is special counsel to the law firm of Epstein
Becker & Green,

<PAGE>

P.C. Prior to the formation of Mantis in June, 1992, Mr. Campbell was
principally engaged as a corporate attorney concentrating in the areas of
corporate finance and securities, and continues to act as counsel to a select
number of companies in his capacity as special counsel to the firm of Epstein
Becker & Green, P. C. Mr. Campbell received his undergraduate degree from The
University of Michigan, his Juris Doctorate from Wayne State University, and his
Masters in Corporation Law from New York University.

All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than the reimbursement
of reasonable expenses incurred in attending meetings. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board.
1997 Corp. has not entered into employment agreements of other understandings
with its directors or executive officers concerning compensation. No cash
compensation will be paid to any officer or director in their capacities as such
until after the consummation of the first Business Combination. Since the role
of present management after the consummation of a Business Combination is
uncertain, 1997 Corp. has no ability to determine what remuneration, if any,
will be paid to such persons after the consummation of a Business Combination.

No family relationships exist among any of the named directors or 1997
Corp.'s officers. No arrangement or understanding exists between any such
director or officer and any other person pursuant to which any director or
officer was elected as a director or officer of 1997 Corp.

There are no agreements or understandings for any officer or director
of 1997 Corp. to resign at the request of another person and none of the
officers or directors of 1997 Corp. are acting on behalf of, or will act at the
direction of, any other person.

CYBEAR

The directors and officers of CyBear are set forth below. All directors and
officers hold office for one year or until their successors have been elected
and qualified. Vacancies in the existing board are filled by majority vote of
the remaining directors
<TABLE>

NAME AGE POSITION(S) HELD
---- --- ----------------
<S> <C>
Alan P. Cohen 43 Chairman and Director*
John H. Klein 52 Chairman and Director-Elect*
Edward E. Goldman, M.D. 53 President, Chief Executive Officer
and Director-Elect*
Scott Lodin 42 Vice President, General Counsel,
Secretary and Director
Angelo C. Malahias 36 Vice President and Chief Financial
Officer
Morris G. Cazzell 53 Vice President of Technical
Development
</TABLE>

- --------
* On or about September 1, 1998, Mr. Cohen will resign as Chairman, Mr. Klein
will become Chairman and a Director, and Dr. Goldman will become President,
Chief Executive Officer and a Director.

<PAGE>

ALAN P. COHEN has been the Chairman and a director of CyBear since
February 5, 1997 (inception). Mr. Cohen will resign as Chairman upon John
Klein's assuming such position. Mr. Cohen has been the Chairman of the Board,
Chief Executive Officer and a director of Andrx, which he founded in August
1992. He is a graduate of the University of Florida and is a registered
pharmacist. In 1984, Mr. Cohen founded Best Generics, Inc., a generic drug
distribution firm ("Best"), which was sold to IVAX Corporation ("IVAX") in 1988.
Mr. Cohen served as President of Best from April 1989 until June 1990. Alan P.
Cohen and certain members of his family controlled Corner Drugstore, Inc., a
privately-held retail drugstore chain. Corner Drugstore, Inc. filed for
reorganization under Chapter 11 of the United States Bankruptcy Code in December
1994.

JOHN H. KLEIN has agreed to become the Chairman and a director of
CyBear commencing September 1, 1998. Mr. Klein was the Chief Executive Officer,
Chairman of the Board and a director of MIM Corporation, a publicly traded
pharmacy management company, from May 1996 to May 1998. From 1989 to 1994, Mr.
Klein served as President, Chief Executive Officer, a director and a member of
the Executive Committee of the Board of Directors of Zenith Laboratories, Inc.
("Zenith"), a manufacturer of multi-source generic pharmaceutical drugs. In
1994, Zenith was acquired by IVAX, a major multi-source generic pharmaceutical
manufacturer and marketer. From January 1995 to January 1996, Mr. Klein was
President of IVAX's North American Multi-Source Pharmaceutical Group and each of
its operating companies, including Zenith and Zenith Goldline (collectively,
"NAMPG"). From January 1995 to January 1996, he was also an executive officer
and a member of the Executive Committee of IVAX. Mr. Klein has served as
Chairman of the Generic Pharmaceutical Industry Association in 1995 and 1996.

EDWARD E. GOLDMAN, M.D. has agreed to become the President and Chief
Executive Officer of CyBear commencing September 1, 1998. Since October 1995 he
has served as an executive officer of Phymatrix Corp., a publicly traded
physician practice management company, where he is presently Executive Vice
President of Physician Development and Chief Medical Officer. He joined
Phymatrix in October 1994 as President of a Phymatrix subsidiary. Dr. Goldman is
a board certified family practice physician and previously served as Chairman of
PAL-MED Health Services from February 1983 to September 1994, a multi-specialty
IPA which provides physicians services and manages health care related services.

SCOTT LODIN has been Vice President, General Counsel Secretary and a
director of CyBear since February 5, 1997 (inception). He joined Andrx in
January 1994 and is its Vice President, General Counsel and Secretary. Prior to
joining Andrx, Mr. Lodin was Special Counsel to Hughes, Hubbard & Reed (and a
predecessor law firm) in Miami, Florida, where he practiced primarily in the
areas of corporate and commercial law for over 13 years.

ANGELO C. MALAHIAS has been Vice President and Chief Financial Officer
of CyBear since February 5, 1997 (inception). He has also been Vice President
and Chief Financial Officer of Andrx since January 1996. From January 1995 to
January 1996, Mr. Malahias was Vice President and Chief Financial Officer of
Circa, where he also served as Corporate Controller from July 1994 to January
1995. From 1983 to July 1994 he was employed by KPMG Peat Marwick LLP. Mr.
Malahias is a certified public accountant.

<PAGE>

MORRIS G. CAZZELL joined Andrx in November 1996 and has been Vice
President of Technical Development of CyBear since February 5, 1997 (inception).
Before joining Andrx, Mr. Cazzell was Senior Vice President of Systems
Development for Promedica Systems, Inc., where he helped develop an electronic
prescription system and an automated medication dispensing system. From 1994 to
1996, he served as Senior Vice President of Technical Development for Medical
Technology Systems, Inc. ("MSYS"), where he managed the technical development
team that designed and implemented the MedServe(R) automated medication
dispensing systems and Performance Pharmacy System(R) that is now installed in
hospitals throughout the U.S. He joined MSYS in connection with the 1994 sale of
Systems Professionals, Inc. ("SPI"), which he founded in 1981 and served as
President. SPI developed custom software applications and electronic circuit
boards for major companies such as NCR, Home Shopping Network, Zayres, Cigna
Health Care, Air Touch Paging, and Trump Industries. Mr. Cazzell has worked in
the computer and software development industry since the inception of the
personal computer in 1980.

EXECUTIVE COMPENSATION

No executive of CyBear received compensation in 1997 in excess of $100,000.
Messrs. Cohen, Lodin and Malahias are employees of Andrx and were compensated by
Andrx.

EMPLOYMENT AGREEMENTS

Messrs. Cohen, Lodin and Malahias are employees of Andrx and do not have
employment agreements with CyBear. Mr. Cazzell presently earns a salary of
$110,000 and is entitled to 2% of the net sales derived by the Company from the
sale or lease of its software programs while he remains an employee of the
Company or Andrx .

STOCK OPTION PLAN

CyBear's 1997 Stock Option Plan (the "Plan") currently authorizes the
award of up to 1,000,000 shares (subject to adjustment as provided in the Plan
as adjusted for stock dividends and splits) of Common Stock in the form of stock
options. As of July 20, 1998, stock options to purchase 416,500 shares of Common
Stock were outstanding under the Plan. Accordingly, 583,500 shares of Common
Stock are available for future awards under the Plan. The purpose of the Plan is
to enable the Company to attract and retain qualified and competent employees
and to enable such persons to participate in the long-term success and growth of
the Company by giving them an equity interest in the Company, and to enable the
Company to pay all or part of the compensation of the directors of the Company
other than a director who is an officer or employee of the Company (each, an
"Outside Director"), consultants and advisors with options to purchase shares of
the Company's Common Stock, thereby increasing such person' proprietary interest
in the Company.

All employees of the Company are eligible to be granted awards under
the Plan. Consultants of and advisors to the Company are eligible to be granted
awards under the Plan if their services (such services being the "Participation
Status") are of a continuing nature or otherwise contribute to the long-term
success and growth of the Company.

<PAGE>

Section 15 of the Plan governs awards to be made to Outside Directors. The
participants under the Plan shall be selected from time to time by the
Compensation Committee (the "Committee"), in its sole discretion, from among
those eligible.

The Plan is administered by the Committee or such other committee of
directors as the Board shall designate. The Committee makes all decisions or
determinations by either a majority vote of its members at a meeting or by the
unanimous written approval of its members. The Committee may adopt, alter or
repeal any administrative rules, guidelines and practices for carrying out the
purposes of the Plan, and its determination, interpretation and construction of
any provision of the Plan are final and conclusive. The Committee has the right
to determine, among other things, the persons to whom awards are granted, the
terms and conditions of any awards granted, the number of shares of Common Stock
covered by the awards, the exercise price of options and the term thereof.

The exercise price, term and exercise period of each stock option shall
be fixed by the Committee at the time of grant. Notwithstanding the fixed option
price, no incentive stock option shall (i) have an option price which is less
than 100% of the fair market value of the Common Stock on the date of the award
of the stock option, (ii) be exercisable more than ten years after the date such
incentive stock option is awarded, or (iii) be awarded more than ten years after
the Plan is adopted by the Board.

CONFLICTS OF INTEREST

1997 CORP.

None of 1997 Corp.'s directors or officers is required to commit his
full time to the affairs of 1997 Corp. and it is likely that such persons will
not devote a substantial amount of time to the affairs of 1997 Corp. Such
personnel will have conflicts of interest in allocating management time among
various business activities. As a result, the consummation of a Business
Combination may require a greater period of time than if 1997 Corp.'s management
devoted their full time to 1997 Corp.'s affairs. However, each officer and
director of 1997 Corp will devote such time as he deems reasonably necessary to
carry out the business and affairs of 1997 Corp., including the evaluation of
potential Target Businesses and the negotiation of a Business Combination and,
as a result, the amount of time devoted to the business and affairs of 1997
Corp. may vary significantly depending upon, among other things, whether 1997
Corp. has identified a Target Business or is engaged in active negotiation of a
Business Combination. Prior to their involvement with 1997 Corp. none of the
directors or officers of 1997 Corp. has been involved in any "blank check"
offerings. There can be no assurance that any of the foregoing conflicts will be
resolved in favor of 1997 Corp.

In connection with any stockholder vote relating either to approval of
a Business Combination or the liquidation of 1997 Corp. due to the failure of
1997 Corp. to effect a Business Combination within the time allowed, all of 1997
Corp.'s present stockholders, including all of its officers and directors (and
any stockholders who are affiliated with its officers and directors), have
agreed to vote all of their respective shares of Common Stock in accordance with
the vote of the majority of the shares voted by all non-affiliated public
stockholders of 1997 Corp. (in person or by proxy) with respect to such Business
Combination or liquidation.

<PAGE>

CYBEAR

See "Certain Transactions--CyBear."

CERTAIN TRANSACTIONS

1997 CORP.

In March 1997, 1997 Corp. issued 10,000 shares of Common Stock to
Richard L. Campbell and 5,000 shares of Common Stock to Judith S. Haselton. Mr.
Campbell paid $1.00 per share for his shares and Ms. Haselton paid $2.00 per
share for her shares. Mr. Campbell is special counsel to Epstein Becker & Green,
P.C., counsel to 1997 Corp.

CYBEAR

Messrs. Cohen, Lodin and Malahias are executive officers of Andrx and
none of such persons are required to commit his full time to the affairs of the
Company and it is likely that such persons will not devote a substantial amount
of time to the affairs of the Company. Such personnel may have conflicts of
interest in allocating management time among various business activities. Since
its inception in February 1997, Andrx has funded substantially all of CyBear's
operations through loans, which as of March 31, 1998 were $1,935,629. Such
advances will be contributed to CyBear as additional paid-in capital upon the
consummation of certain transactions, including but not limited to, the Merger.
Andrx and CyBear have entered into a corporate services agreement pursuant to
which Andrx provides certain financial and administrative services and office
space to CyBear in exchange for $120,000 per annum. Andrx and CyBear have also
entered into a tax allocation agreement pursuant to which CyBear will be
responsible for its tax liability as if it had filed a separate income tax
return. In the future, the independent directors of CyBear will approve any
transactions between Andrx and CyBear.

<PAGE>

DESCRIPTION OF SECURITIES

1997 CORP.

COMMON STOCK

1997 Corp. is authorized to issue 10,000,000 shares of Common Stock,
par value $.001 per share. As a condition to the Merger, 1997 Corp. will be
required to amend their Certificate of Incorporation to provide for 25,000,000
authorized shares. As of the date of this Prospectus, 45,000 shares of Common
Stock are outstanding, held of record by 133 persons. The holders of Common
Stock are entitled to one vote for each share held of record on all matters to
be voted on by stockholders. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the
shares voting for the election of directors can elect all of the directors. The
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of the funds legally available therefor.
Subject to the requirements of Rule 419, in the event of the liquidation,
dissolution or winding up of 1997 Corp., the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution
after payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are, and the shares of Common
Stock to be issued, will be validly authorized and issued, fully paid and
nonassessable.

PREFERRED STOCK

1997 Corp.'s Certificate of Incorporation authorizes the issuance of
2,000,000 shares of "blank check" preferred stock, par value $.01 per share (the
"Preferred Stock"), with such designations, powers, preferences, rights,
qualifications, limitations and restrictions and in such series as the Board of
Directors, subject to the laws of the State of Delaware, may determine from time
to time. Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of Common Stock. The Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of 1997 Corp. No shares of Preferred Stock are currently
outstanding. Although 1997 Corp. does not currently intend to issue any shares
of Preferred Stock, there can be no assurance that 1997 Corp. will not do so in
the future.

DIVIDENDS

1997 Corp. does not expect to pay dividends prior to the consummation
of a Business Combination. Future dividends, if any, will be contingent upon
1997 Corp.'s revenues and earnings, if any, capital requirements and general
financial condition subsequent to the consummation of a Business Combination.
The payment of dividends subsequent to the consummation of a Business
Combination will be within the discretion of 1997 Corp.'s then Board of
Directors. 1997 Corp presently intends to retain all earnings, if any, for use
in 1997 Corp.'s business operations and accordingly, the Board does not
anticipate declaring any dividends in the foreseeable future.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of the Merger, 1997 Corp. will have 13,265,306
shares of Common Stock outstanding, 13,088,435 of which shares will be deemed
restricted securities under Rule 144 promulgated under the Securities Act, as
such shares were issued in private transactions not involving a public offering.
Such shares will be eligible for sale under Rule 144 in January 1999 as to
88,435 shares and October 2000 as to 13,000,000 shares.

In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
1997 Corp. (or persons whose shares are aggregated), who has beneficially owned
the restricted shares of Common Stock to be sold for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class or, if the Common Stock is quoted on an exchange or NASDAQ, the
average weekly trading volume during the four calendar weeks preceding the sale.
A person who has not been an affiliate of the Company for at least the three
months immediately preceding the sale and who has beneficially owned the shares
of Common Stock to be sold for at least two years is entitled to sell such
shares under Rule 144 without regard to any of the limitations described above.

Prior to this offering, there has been no market for the Common Stock
and no prediction can be made as to the effect, if any, that market sales or
restricted shares of Common Stock of the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common Stock may be sold in the public
market would likely adversely affect prevailing market prices for the common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Common Stock of 1997 Corp. after the consummation of
the Merger, and beneficially by each person owning more than 5% of such common
shares and by all officers and directors, as a group.

<TABLE>

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNER PERCENT OF CLASS
-------------------- -------------------- ----------------
<S> <C> <C>
Andrx Corporation 12,870,000 97.0%

Judith S. Haselton 29,478 *
315 West 106th Street
4th Floor
New York, NY 10025

Richard L. Campbell 58,957 *
407 East Grand River
Brighton, MI 48116

Alan P. Cohen 12,870,000 (1) 97.0%
John Klein 12,870,000 (1) 97.0%
Edward E. Goldman, M.D. 12,870,000 (1) 97.0%
Scott Lodin 12,870,000 (1) 97.0%
Angelo C. Malahias 12,870,000 (1) 97.0%
Morris G. Cazzell 12,870,000 (1) 97.0%
All Officers and Directors as a Group
(6 persons) 12,870,000 (1) 97.0%

</TABLE>

<PAGE>

* Represents less than 1%.
(1) Represents shares owned indirectly by Andrx.

LEGAL MATTERS

The legality of the securities being registered by the Registration
Statement of which this Prospectus is a part is being passed upon by Epstein
Becker & Green, P.C., New York, New York. Richard L. Campbell, Secretary,
Director and a shareholder of 1997 Corp., is special counsel to Epstein Becker &
Green, P.C.

EXPERTS

The balance sheet as of December 31, 1997 and the statement of
operation and cash flows for the period from March 17, 1997 (date of inception)
to December 31, 1997, included in this registration statement for 1997 Corp.,
have been included herein in reliance on the report of PricewaterhouseCoopers
LLP, independent certified public accountants, on the authority of that firm as
experts in accounting and auditing.

The financial statements at CyBear, Inc. included in this Registration
Statement have been audited by Arthur Anderson LLP, independent certified public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.

ADDITIONAL INFORMATION

1997 Corp. has filed with the Securities and Exchange Commission the
("Commission") a Registration Statement (the "Registration Statement") under the
Securities Act with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the commission. For further information with respect to 1997 Corp and this
offering, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith, copies of which may be obtained at
prescribed rates from the Commission at its principal office at 450 Fifth Street
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 75 Park Place, New York, 10007, and Northwestern Atrium Center, 500
West Madison Street, Suite 1400 Chicago, Illinois, 60604. Descriptions contained
in this Prospectus as to the contents of any agreement or other documents files
as an exhibit to

58
<PAGE>

the Registration Statement are not necessarily complete and each such
description is qualified by referenced to such agreement or document.

1997 Corp. intends to furnish to its stockholders annual reports
containing financial statements audited and reported upon by its independent
public accountants.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

1997 CORP.

Report of Independent Accountants F-2

Balance Sheets F-3

Statements of Operations F-4

Statements of Cash Flows F-5

Notes to Financial Statements F-6

CYBEAR, INC.

Report of Independent Certified Public Accountants F-8

Balance Sheets F-9

Statements of Operations F-10

Statements of Shareholders' Deficit F-11

Statements of Cash Flows F-12

Notes to Financial Statements F-13

PRO FORMA FINANCIAL STATEMENTS

Introduction to Unaudited Pro Forma Financial
Information F-23

Balance Sheet F-24

Statements of Operations F-25

Notes to Pro Forma Financial Statements F-27

F-1

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of 1997 Corp.:

We have audited the accompanying balance sheet of 1997 Corp., as of December 31,
1997, and the related statements of operations and cash flows for the period
from March 17, 1997 (date of inception) to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

As explained in Note 4 to the financial statements, all proceeds held in escrow
will be returned to the public investors and the related stock certificates will
be cancelled if a business combination has not been approved by the shareholders
by October 24, 1998.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 1997 Corp. as of December 31,
1997, and the results of its operations and its cash flows for the period from
March 17, 1997 (date of inception) to December 31, 1997 in conformity with
generally accepted accounting principles.

Coopers & Lybrand L.L.P.

New York, New York
February 28, 1998

F-2

1997 CORP.

BALANCE SHEETS

ASSETS

DECEMBER 31, MARCH 31,
1997 1998
------------ ---------
(unaudited)

<S> <C> <C>
Cash $ 1,064 $ 1,064
Cash held in escrow 151,362 152,383
--------- ----------

Total assets $ 152,426 $ 153,447
========= ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable $ 407 $ 2,807
--------- ----------
Total liabilities $ 407 $ 2,807
--------- ----------
Redeemable stockholders' equity:
Common stock, $.001 par value, authorized 10,000,000 shares;
issued and outstanding 45,000 shares 45 45
Paid-in-capital 210,005 210,005
Accumulated deficit (58,031) (59,410)
--------- ----------
Total redeemable stockholders' equity 152,019 150,640
--------- ----------
Total liabilities and redeemable stockholders' equity $ 152,426 $ 153,447
========= ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3

1997 CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD
FROM MARCH 17, THREE MONTHS
1997 (DATE OF ENDED
INCEPTION) TO MARCH 31,
DECEMBER 31, 1997 1998
----------------- ------------
(UNAUDITED)
<S> <C> <C>
Interest income $ 1,362 $ 1,021
Expenses:
General and administrative expenses 59,393 2,400

Total expenses 59,393 2,400

$ (58,031) $ (1,379)
Net loss
================ ============

Basic and diluted net loss per share $ (2.05) $ (0.03)
================ ============

Basic and diluted weighted average shares outstanding 28,333 45,000
================ ============

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4

1997 CORP.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD THREE MONTHS
FROM MARCH 17, ENDED
1997 (DATE OF MARCH 31,
INCEPTION) TO 1998
DECEMBER 31, 1997 (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (58,031) $ (1,379)
Adjustments to reconcile net cash used in operating activities:
Stock-based compensation expense (55,000)
Changes in assets and liabilities:
Accounts payable 407 2,400
---------------- -----------
Net cash used in operating activities (2,624) (1,021)
---------------- -----------
Cash flows from investing activities:
Payments to cash escrow reserve (151,362) (1,021)
---------------- -----------
Net cash used in investing activities (151,362) (1,021)
---------------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock 170,000
Payments of stock issuance costs (14,950)
---------------- -----------
Net cash provided by financing activities 155,050
---------------- -----------
Net increase in cash and cash equivalents 1,064 -
---------------- -----------
Cash and cash equivalents, beginning of period - 1,064

Cash and cash equivalents, end of period $ 1,064 $ 1,064
================ ===========
Supplemental schedule of noncash investing and financing activities:
Issuance of common stock to management as compensation $ 55,000
================
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5

<PAGE>

1997 Corp.
Notes to Financial Statements

1. ORGANIZATION:

1997 Corp. (the "Company"), was incorporated in the state of Delaware
on March 17, 1997. During 1997, the Company had a "blank check"
offering subject to the Securities and Exchange Commission's Rule 419
of Regulation C under the Securities Act of 1933. It intends to serve
as a vehicle to effect a business combination with a target business
which will be an operating business (not yet identified). The Company
intends to utilize the net proceeds from an offering of equity
securities, debt securities, bank and other borrowing or a combination
thereof in effecting a business combination. All activity of the
Company to date has been related to its formation, financing, and
review of various businesses for acquisition by the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS
The Company considers investments in highly liquid debt instruments
with an original maturity of three months or less to be cash
equivalents.

BASIC AND DILUTED LOSS PER SHARE
Basic and diluted loss per share is based on the number of shares of
common stock outstanding during the period.

INCOME TAXES
Under the balance sheet-based liability method specified by Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", ("SFAS 109"), deferred tax assets and liabilities are
determined based on the difference between the financial statement and
tax bases of assets and liabilities as measured by the enacted tax
rates which will be in effect when the differences reverse. The Company
records a valuation allowance to reduce deferred tax assets to the
amount expected to be realized.

UNAUDITED FINANCIAL STATEMENTS
The interim financial statements as of March 31, 1998 and for the three
months ended March 31, 1998 are unaudited. In the opinion of
management, such unaudited financial statements have been prepared by
1997 Corp. pursuant to the rules and regulations of the Securities and
Exchange Commission. The unaudited financial statements reflect, in the
opinion of management, all material adjustments (which include only
normal recurring adjustments) necessary to present fairly the Company's
financial position and results of operations. The results of operations
and cash flows for the three months ended March 31, 1998, are not
necessarily indicative of the results of operations or cash flows which
may be expected for the remainder of 1998.

3. CASH HELD IN ESCROW:

Continental Stock Transfer & Trust Company ("Continental") is holding
the public offering proceeds and the stock certificates of the public
investors in escrow pursuant to Rule 419 of the Rules and Regulations
of the Securities and Exchange Commission. Continental will hold the
proceeds and the stock certificates pursuant to Rule 419 until the
approval of a business combination by the shareholders. If a business
combination has not been approved by the shareholders by October 24,
1998 all proceeds will be returned to the public investors and the
stock certificates will be cancelled.

4. REDEEMABLE STOCKHOLDERS' EQUITY:

During 1997, the Company raised $155,050, net of offering costs of
$14,950 by offering 45,000 shares of $.001 par value common stock.
Included within the 45,000 shares issued, 15,000 shares were issued to
management at prices ranging from $1-$2 per share. The remaining 30,000
shares were issued in conjunction with the "blank check" offering at a
price of $5 per share.

F-6

<PAGE>

1997 Corp.
Notes to Financial Statements

A $55,000 charge to income as compensation expense was incurred as a
result of the Company issuing stock to management at less than fair
value. Fair value is based on the per share "blank check" offering
price of $5 per share.

5. INCOME TAXES:

As of December 31, 1997, the Company's net operating loss for tax
purposes will differ from the loss for financial reporting purposes as
a result of certain costs being capitalized and expensed over a
five-year period for tax purposes.

Significant components of the Company's deferred tax assets as of
December 31, 1997 are a result of temporary differences related to the
item described as follows:

DEFERRED
TAX ASSETS

Organizational costs $ 56,067

Valuation allowance (56,067)
------------------
$ 0
==================

Due to the uncertainty of the realization of the deferred tax asset, a
full valuation allowance has been provided of the net deferred tax
asset.

6. PROPOSED OFFERING:

In March 1998, the Company is in discussion with a target business
regarding the possible acquisition of all of the outstanding capital
stock of that target business. In addition, the Company is
contemplating raising additional capital through a private placement
offering of approximately $5,000,000.

UPDATE (UNAUDITED):

The acquisition of the initial target business and proposed offering as
described above, is no longer contemplated. Subsequent to March 1998,
the Company is in discussions with another target business regarding
the possible acquisition of all of the outstanding capital stock of
that other target business.

F-7

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders of CyBear, Inc.:

We have audited the accompanying balance sheet of CyBear, Inc. (a
Florida corporation in the development stage), a 99% owned subsidiary of Andrx
Corporation, as of December 31, 1997, and the related statements of operations,
shareholders' deficit and cash flows for the period from February 5, 1997
(inception) to December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CyBear, Inc. as of
December 31, 1997, and the results of its operations and its cash flows for the
period from February 5, 1997 (inception) to December 31, 1997, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
June 5, 1998.

F-8

CYBEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

MARCH 31, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,000 $ 1,000
Prepaid expenses 18,804 30,707
--------------- --------------
Total current assets 19,804 31,707

Property and equipment, net 238,300 189,065

Software license, net 159,978 160,000

Other assets 14,684 14,684
--------------- ---------------

Total assets $ 432,766 $ 395,456
=============== ===============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 37,228 $ 64,813
Accrued payroll and employee benefits 37,148 76,533
Due to Andrx Corporation 1,935,629 1,268,773
--------------- --------------
Total current liabilities 2,010,005 1,410,119
--------------- --------------

Commitments and contingencies (Notes 5 and 9)

Shareholders' deficit:
Convertible preferred stock, $.001 par value;
1,000,000 shares authorized, none issued and
outstanding
-- --
Common stock, $.001 par value; 25,000,000
shares authorized, 13,000,000 shares issued
and outstanding 13,000 13,000
Additional paid-in capital 530,906 530,906
Accumulated deficit (2,121,145) (1,558,569)
--------------- --------------
Total shareholders' deficit (1,577,239) (1,014,663)
--------------- --------------

Total liabilities and shareholders' deficit $ 432,766 $ 395,456
=============== ===============

</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

F-9

CYBEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

CUMULATIVE FROM FOR THE PERIOD FROM FOR THE PERIOD FROM
FEBRUARY 5, 1997 FEBRUARY 5, 1997 FEBRUARY 5, 1997
(INCEPTION) TO (INCEPTION) TO FOR THE THREE MONTHS (INCEPTION) TO
MARCH 31, 1998 DECEMBER 31, 1997 ENDED MARCH 31, 1998 MARCH 31, 1997
-------------- ----------------- -------------------- --------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Software development services to
Andrx Corporation $ 95,927 $ 95,927 $ -- $ 22,128
------------- -------------- -------------- ------------

Operating expenses:
Software development 2,002,844 1,502,370 500,474 178,931
General and administrative 153,906 123,906 30,000 20,000
------------- -------------- -------------- ------------

Total operating expenses 2,156,750 1,626,276 530,474 198,931
------------- -------------- -------------- ------------

Loss from operations (2,060,823) (1,530,349) (530,474) (176,803)

Interest expense on due to
Andrx Corporation (60,322) (28,220) (32,102) --
------------- -------------- -------------- ------------

Net loss $ (2,121,145) $ (1,558,569) $ (562,576) $ (176,803)
============= ============== ============== ============

Basic and diluted net loss per share $ (0.17) $ (0.12) $ (0.04) $ (0.01)
============= ============== ============== ============

Basic and diluted weighted average
shares of common stock outstanding 12,817,952 12,768,303 13,000,000 12,222,000
============== ============== ============== ============

</TABLE>

The accompanying notes to financial
statements are an integral part of
these statements.

F-10

CYBEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDERS' DEFICIT

CONVERTIBLE
PREFERRED STOCK COMMON STOCK ADDITIONAL TOTAL
--------------- ------------- PAID-IN ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT DEFICIT
------ ------ ------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
FEBRUARY 5, 1997 (INCEPTION) -- $ -- -- $ -- $ -- $ -- $ --
Issuance of shares
of common stock to Andrx
Corporation as promoter -- -- 12,870,000 12,870 487,130 -- 500,000
Issuance of shares of
convertible preferred stock 130,000 130 -- -- 29,870 -- 30,000
Shares of common stock
issued in connection
with conversion of shares
of convertible preferred
stock (130,000) (130) 130,000 130 -- -- --
Options granted to
consultants -- -- -- -- 13,906 -- 13,906
Net loss -- -- -- -- -- (1,558,569) (1,558,569)
---------- --------- ------------ --------- ----------- ---------- -----------

BALANCE, DECEMBER 31, 1997 -- -- 13,000,000 13,000 530,906 (1,558,569) (1,014,663)
Net loss (unaudited) -- -- -- -- -- (562,576) (562,576)
---------- --------- ------------ --------- ----------- ---------- -----------
BALANCE, MARCH 31, 1998
(unaudited) -- $ -- 13,000,000 $ 13,000 $ 530,906 $(2,121,145) $(1,577,239)
========== ========= ============ ========= =========== ========== ===========

</TABLE>

The accompanying notes to
financial statements are an
integral part of these
statements.

F-11

CYBEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

CUMULATIVE FROM FOR THE PERIOD FROM FOR THE PERIOD FROM
FEBRUARY 5, 1997 FEBRUARY 5, 1997 FOR THE FEBRUARY 5, 1997
(INCEPTION) TO (INCEPTION) TO THREE MONTHS ENDED (INCEPTION) TO
MARCH 31, 1998 DECEMBER 31, 1997 MARCH 31, 1998 MARCH 31, 1997
-------------- ----------------- ------------------ --------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (2,121,145) $ (1,558,569) $ (562,576) $(176,803)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization 71,853 51,470 20,383 6,678
Options granted to consultants 13,906 13,906 --
Change in operating assets and liabilities
Prepaid expenses (18,804) (30,707) 11,903 (14,800)
Other assets (14,684) (14,684) -- (3,679)
Accounts payable 37,228 64,813 (27,585) 43,166
Accrued payroll and employee benefits 37,148 76,533 (39,385) 27,083
----------- ----------- ---------- --------
Net cash used in operating activities (1,994,498) (1,397,238) (597,260) (118,355)
----------- ----------- ---------- --------

Cash flows from investing activities:
Purchases of property and equipment (310,131) (240,535) (69,596) (90,563)
Purchase of software license (160,000) (160,000) -- --
----------- ----------- ---------- --------
Net cash used in investing activities (470,131) (400,535) (69,596) 90,563
----------- ----------- ---------- --------

Cash flows from financing activities:
Proceeds from issuance of shares of common stock 500,000 500,000 -- 209,418
Proceeds from promissory note issued for purchase
of shares of convertible preferred stock 30,000 30,000 -- --
Proceeds from due to Andrx Corporation 1,935,629 1,268,773 666,856 --
----------- ----------- ---------- --------
Net cash provided by financing activities 2,465,629 1,798,773 666,856 209,418
----------- ----------- ---------- --------

Net increase in cash 1,000 1,000 -- 500
Cash, beginning of period -- -- 1,000 --
----------- ----------- ---------- --------
Cash, end of period $ 1,000 $ 1,000 $ 1,000 $ 500
=========== =========== ========== ========

</TABLE>

The accompanying notes to financial
statements are an integral part of
these statements.

F-12

<PAGE>

CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

(1) GENERAL

CyBear, Inc. ("CyBear" or the "Company"), a Florida corporation in the
development stage, was incorporated on February 5, 1997. CyBear, Inc. is a 99%
owned subsidiary of Andrx Corporation ("Andrx"). CyBear is a healthcare
communications technology company developing technology and products that will
address communication and information problems within the healthcare community.
The Company is developing a suite of Internet-based productivity software
applications and communication networks for the healthcare industry. These
connectivity products will feature electronic management tools for
prescriptions, patient referrals, laboratory test submission and reporting,
hospital admissions, and other healthcare related activities. In addition,
CyBear will also market a healthcare Internet service provider ("ISP") for the
healthcare community. From February 5, 1997 (inception) through December 31,
1997, the Company's principal activities have consisted of developing its
products and providing software development services to Andrx.

MANAGEMENT'S PLANS

From February 5, 1997 (inception) through March 31, 1998, the Company
has incurred a net loss of $2,121,145 and has been dependent upon funding from
Andrx. Management anticipates incurring additional net losses in the near term,
as the focus of the Company's business is to develop its products. Andrx is
committed to the required funding of the Company's future operations.

The Company has not yet completed third-party testing of the basic
connectivity product platform or the development or testing of certain system
enhancements. The Company will be required to commit considerable time, effort
and resources to finalize such development and adapt its software to satisfy
specific requirements of potential customers. CyBear's planned ISP is in the
early stages of development and will require substantial resources prior to its
commercial introduction.

The likelihood of the success of the Company must be considered in
light of the problems, expenses, complications and delays frequently encountered
in connection with the development of new business ventures. CyBear's business
risks include its limited operating history, the emerging and competitive nature
of its markets, the rapid technology change in its industry, changes in
government regulations, dependence on network infrastructure and
telecommunications carriers, dependence on a limited number of key personnel and
market acceptance and profitability of its products. In addition, the Company
utilizes software and related technologies throughout its businesses that may be
affected by the date change in the year 2000. The Company is in the process of
evaluating the full scope and related costs to insure that its systems,
third-party software and technologies it utilizes will not be affected by the
date change in the year 2000. At this time, the expenses associated with this
assessment and potential remediation plan cannot be determined.

F-13

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

PROPERTY AND EQUIPMENT, NET

Property and equipment is recorded at cost less accumulated
depreciation or amortization. Depreciation or amortization is provided using the
straight-line method over the following estimated useful lives:

Computer hardware and software 3 years
Furniture and fixtures 5 years
Leasehold improvements Lesser of useful life or term of lease

Major renewals and betterments are capitalized, while maintenance and
repairs are expensed as incurred.

SOFTWARE LICENSE

CyBear has entered into an agreement with a third party to license the
use of their software to be utilized in the Company's Internet-based software
applications at a minimum of 600 customer sites for an unlimited period of time.
The license is capitalized and will be amortized on a per site basis using the
straight-line method over an estimated life of three years from the date of
installation of such software applications at customer sites. As of December 31,
1997, there had not been any site installations and, accordingly, no
amortization expense was recorded.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company utilizes the provisions of Financial Accounting Standards
Board ("FASB") Statement on Financial Accounting Standards ("SFAS") No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" which requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstance indicate that the carrying amount of
an asset may not be recoverable. To determine a loss, if any, to be

F-14

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

recognized, the book value of the asset would be compared to the market value or
expected future cash flow value. Such provisions had no impact on the Company's
financial position or results of operations as of or for the period from
February 5, 1997 (inception) to December 31, 1997.

REVENUE RECOGNITION

Software development service revenues which to date have been rendered
to Andrx are recognized at the time the services are rendered.

SOFTWARE DEVELOPMENT COSTS

SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed", requires capitalization of certain software
development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is
established upon completion of a working model. The Company has not yet achieved
technological feasibility for its products and as such, all costs related to
software development were expensed as incurred.

START-UP COSTS

All costs to organize the Company and start up its operations are
expensed as incurred.

STOCK-BASED COMPENSATION

Under the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", companies can either measure the compensation cost of equity
instruments issued to employees under employee compensation plans using a fair
value based method, or can continue to recognize compensation cost using the
intrinsic value method under the provisions of Accounting Principles Board
Opinion ("APB") No. 25. However, if the provisions of APB No. 25 are applied,
pro forma disclosures of net income or loss and earnings or loss per share must
be presented in the financial statements as if the fair value method had been
applied. For the period from February 5, 1997 (inception) to December 31, 1997,
the Company recognized compensation costs for options granted to non-employees
under the provisions of APB No. 25, and the Company has provided the expanded
disclosure required by SFAS No. 123 (See Note 8).

INCOME TAXES

The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". The provisions of SFAS No. 109 require, among
other things, recognition of future tax benefits measured at enacted rates
attributable to the deductible temporary differences between the financial
statement and income tax bases of assets and liabilities and to tax net
operating loss carryforwards to the extent that the realization of said benefits
is "more likely than

F-15

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

not". The Company's taxable results are included in the consolidated income tax
return of Andrx (see Note 4).

NET LOSS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share".
SFAS No. 128 supersedes APB No. 15, "Earnings Per Share", and specifies the
computation, presentation and disclosure requirements for earnings or loss per
share. The provisions of SFAS No. 128 are effective for financial statements for
periods ended after December 15, 1997. The Company has adopted the provisions of
SFAS No. 128.

For the period from February 5, 1997 (inception) to December 31, 1997,
basic and diluted net loss per share is based on the weighted average number of
shares of common stock outstanding. Since the effect of common stock equivalents
was antidilutive, all such equivalents were excluded in diluted loss per share.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of due to Andrx approximates fair value due to the
short maturity of this instrument.

COMPREHENSIVE INCOME

SFAS No. 130, "Reporting Comprehensive Income", was issued by the FASB
in June 1997. This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company has adopted the provisions of SFAS No.
130 as of January 1, 1998. The adoption of the provisions of this standard did
not have a material impact on the Company's existing reporting disclosures.
CyBear's comprehensive losses and net losses are the same for all periods
presented.

BUSINESS SEGMENTS

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", was issued by the FASB in June 1997. This Statement establishes
standards for reporting information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company will adopt the provisions of
SFAS No. 131 for the year ending December 31, 1998. The adoption of the
provisions of this standard will not have a material impact on the Company's
existing reporting disclosures.

F-16

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

DERIVATIVES

SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the provision of the SFAS No. 133 Statement
as of the beginning of any fiscal quarter after issuance. SFAS No. 133 cannot be
applied retroactively. SFAS No. 133 must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1997
(and, at the company's election, before January 1, 1998).

The Company has not yet quantified the impacts of adopting SFAS No. 133 on its
financial statements and have not determined the timing of or method of our
adoption of SFAS No. 133.

UNAUDITED FINANCIAL STATEMENTS

The interim financial statements as of March 31, 1998, for the three
months ended March 31, 1998, for the period from February 5, 1997 (inception) to
March 31, 1997 and for the cumulative period from February 5, 1997 (inception)
to March 31, 1998 and all related footnote information are unaudited. In the
opinion of management, such unaudited financial statements have been prepared by
CyBear pursuant to the rules and regulations of the Securities and Exchange
Commission. The unaudited financial statements reflect, in the opinion of
management, all material adjustments (which include only normal recurring
adjustments) necessary to present fairly the Company's financial position and
results of operations. The results of operations and cash flows for the three
months ended March 31,1998, are not necessarily indicative of the results of
operations or cash flows which may be expected for the remainder of 1998.

F-17

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

(3) PROPERTY AND EQUIPMENT, NET

Property and equipment is summarized as follows:
<TABLE>

MARCH 31, DECEMBER 31,
1998 1997
--------- ------------
(Unaudited)
<S> <C> <C>
Computer hardware and software $ 234,006 $ 164,410
Furniture and fixtures 73,408 73,408
Leasehold improvements 2,717 2,717
--------- ------------
310,131 240,535
Less: accumulated depreciation and amortization (71,831) (51,470)
--------- ------------
Property and equipment, net $ 238,300 $ 189,065
========= ============

</TABLE>

(4) INCOME TAXES

For the period from February 5, 1997 (inception) to December 31, 1997,
the Company was not required to provide for federal or state income taxes due to
its net loss. Under the provisions of SFAS No. 109, the Company has provided a
valuation allowance to reserve against 100% of its net operating loss
carryforwards. The Company's taxable results are included in the consolidated
income tax return of Andrx. The Company and Andrx have a tax allocation
agreement that provides, among other things, for the allocation of federal
income tax liabilities to the Company at the approximate amounts which would
have been computed as if the Company had filed separate tax returns. As of
December 31, 1997, for financial reporting purposes and federal income tax
purposes, the Company has net operating loss carryforwards of approximately
$1million, which if not utilized, will expire in 2012. Net operating loss
carryforwards are subject to review and possible adjustments by the Internal
Revenue Service and may be limited in the event of certain cumulative changes in
the ownership interest of significant shareholders over a three-year period in
excess of 50%.

(5) COMMITMENTS

SOFTWARE LICENSE AGREEMENT

In July 1997, the Company entered into a one-year semi-exclusive
license agreement with the owner of a software application whereby the Company
has agreed to pay the owner an initial up front fee of $100,000 and sliding fees
per site ranging from $40 to $500 based on the number of sites and software
version installed. Such sliding fees are subject to a minimum disbursement of
$5,000 per month. As of December 31, 1997, there were no site installations. For
the period from February 5, 1997 (inception) to December 31, 1997, the Company
has capitalized $160,000 under this agreement of which $130,000 was paid.

F-18

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

EMPLOYMENT CONTRACT

The Company has entered into an employment contract with the Company's
Vice President of Technical Development. The contract provides for an annual
base salary, plus stock options, plus a royalty equal to 2% of the net revenue
derived by the Company from the sale, lease or licensing of its software
applications, payable quarterly, provided that the Vice President of Technical
Development remains an employee at the time each such royalty payment is due.

PRODUCT LIABILITY

Software products such as those offered by the Company frequently
contain undetected errors or failures when first introduced or as new versions
are released. Testing of the Company's products is particularly challenging
because it is difficult to simulate the wide variety of computing environments
in which the Company's potential customers may deploy these products. There can
be no assurance that defects, errors or difficulties will not cause delays in
product introductions, result in increased costs and diversion of development
resources, require design modifications or decrease market acceptance or
customer satisfaction with the Company's products. In addition, there can be no
assurance that, despite testing by the Company and by potential customers,
errors will not be found after commencement of commercial introduction,
resulting in loss of or delay in market acceptance, which could have a material
adverse effect upon the Company's business, operating results and financial
condition.

(6) RELATED PARTY TRANSACTIONS

The Company and Andrx have a corporate services agreement whereby Andrx
provides the Company with various services of its management such as executive
management, accounting and finance, legal, payroll and human resources. For the
period from February 5, 1997 (inception) to December 31, 1997, the Company
incurred amounts for these services based upon mutually agreed upon allocation
methods. Management believes that the amounts incurred for these services
approximate fair market value. Costs for such services were $110,000 for the
period from February 5, 1997 (inception) to December 31, 1997.

From February 5, 1997 (inception) to December 31, 1997, the Company
provided Andrx with software development services. The Company charged Andrx
based on mutually agreed upon allocation methods. Software development services
charged to Andrx were $95,927 for the period from February 5, 1997 (inception)
to December 31, 1997.

In February 1997, Andrx entered into an agreement with Group One
Enterprises, Inc. ("Group One"), a shareholder of the Company, whereby Group One
agreed to provide certain consulting services to the Company. The agreement with
Group One was terminated in 1997.

F-19

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

Costs incurred for services provided by Group One were $68,000 for the period
from February 5, 1997 (inception) to December 31, 1997.

Due to Andrx on the accompanying balance sheets represents advances
from Andrx to fund the Company's operations and the related accrued interest.
Such advances bear interest at prime (8.5% at December 31, 1997) plus 1/2% and
will be contributed as additional paid-in capital to the Company upon the
consummation of certain transactions, including but not limited to, a merger.
The Company recorded $28,220 in interest expense on these advances for the
period from February 5, 1997 (inception) to December 31, 1997. As of December
31, 1997, the Company has paid no any interest expense on the "Due to Andrx".

The Company and Andrx have a tax allocation agreement that provides,
among other things, for the allocation of federal income tax liabilities to the
Company at the approximate amounts which would have been computed as if the
Company had filed separate tax returns.

(7) CONVERTIBLE PREFERRED STOCK

In February 1997, the Company issued 130,000 shares of convertible
preferred stock to Group One for a promissory note of $30,000. The fair value of
the convertible preferred stock was $0.23 per share as determined by the
Company's Board of Directors. As of December 31, 1997, the promissory note was
paid in full. The preferred stock issued had the same voting and dividend rights
as the common stock but had a liquidation preference and was convertible into
common stock of the Company on a one-fo one basis if the consulting agreement
with Group One was terminated before an initial public offering. The agreement
with Group One was terminated in 1997 and the 130,000 shares of preferred stock
were converted into 130,000 shares of common stock.

(8) STOCK INCENTIVE PLAN

The Company has reserved 1,000,000 shares of its common stock for
issuance under its 1997 Stock Option Plan (the "Plan"). Under the Plan,
incentive and nonqualified stock options are available to directors, officers,
employees or consultants to the Company. The terms of each option agreement are
determined by the Company's Board of Directors or its compensation committee
(the "Committee"). The terms for, and exercise price at which any stock option
may be awarded is to be determined by the Committee. Options granted under the
Plan must be exercised within ten years of the date of grant, unless a shorter
period is designated at the time of grant. Options granted in 1997 vest ratably
over a four year period.

The Company accounts for options granted to employees under the Plan in
accordance with the provisions of APB No. 25. Each stock option has an exercise
price equal to the market price on the date of grant and, accordingly, no
compensation expense has been recorded for any stock option grants to employees.
Had compensation cost for the Company's stock options been

F-20

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

based on fair value at the grant dates consistent with the methodologies of SFAS
No. 123, the Company's pro forma basic and diluted net loss and basic and
diluted net loss per share would have been $1,590,717 and $0.12, respectively
for the period from February 5, 1997 (inception) to December 31, 1997.

A summary of the Plan's activity is as follows:
<TABLE>

WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER EXERCISE EXERCISE REMAINING
OF SHARES PRICE PRICE LIFE
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Options outstanding, February 5, 1997 (inception) -- -- -- --
Granted 350,000 $1.00 $1.00 9.24
--------
Options outstanding, December 31, 1997 350,000 $1.00 $1.00 9.24

Options exercisable, December 31, 1997 -- -- -- --
</TABLE>

The weighted average fair market value per share as of the grant date
was $0.70 for stock options granted during 1997. The fair value of each option
grant was estimated using the Black-Scholes option pricing model with the
following assumptions: expected volatility of 75%; risk-free interest rate of
5.3%; no expected dividends; and expected lives of options of 6.0 years.

(9) LITIGATION

On March 18, 1998, Andrx received a letter from counsel for Medix
Resources, Inc. ("Medix") and its subsidiary, Cymedix Lynx Corporation
("Cymedix") alleging the theft and unlawful appropriation by Andrx, the Company,
and certain directors, officers and employees of the Company and Andrx of
certain computer medical software and internet medical communications technology
allegedly owned by Cymedix. The letter demands trebled damages totaling $396.6
million pursuant to the civil theft provisions of Florida law, and also alleges
claims under Florida's Racketeer Influenced and Corrupt Organization Act and
certain other provisions of federal and state law. The Company and Andrx believe
that Medix's and Cymedix's accusations and threatened claims have no basis in
substantial fact or legal support and on March 23, 1998, the Company and Andrx
filed a complaint against Medix and Cymedix for libel and slander arising from
the improper public dissemination of the contents of the aforesaid demand letter
with respect to each of the matters set forth in the aforesaid demand letter.
The Company and Andrx intend to vigorously prosecute their complaints, which
seek damages, costs, interest and attorneys' fees. On June 2, 1998 Medix, on
behalf of Cymedix, filed a complaint against the Company , Andrx and certain
Company and CyBear directors, officers and employees alleging the theft and
unlawful appropriation of Cymedix' computer medical software for remote online
healthcare Providers and Cymedix' Internet medical communications technology
allegedly owned by Cymedix. Cymedix is seeking treble damages totaling $396
million. The Company and

F-21

<PAGE>
CYBEAR, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
TO DECEMBER 31, 1997

UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO MARCH 31, 1997

Andrx believe that Cymedix's suit has no basis in substantial fact or legal
support and is without merit, and intend to vigorously defend themselves against
these claims. The Company and Andrx believe that the outcome of this lawsuit
will not be material to their results of operations and financial positions.

From time to time, the Company may be involved in litigation relating
to claims arising out of its operations in the normal course of business. Except
for the matter disclosed above, the Company is not currently a party to any
other legal proceeding, the adverse outcome of which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the
Company's business, operating results and financial condition.

F-22

<PAGE>

1997 CORP.

INTRODUCTION TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following Unaudited Pro Forma Financial Information includes the
accounts of 1997 Corp. and CyBear, Inc. assuming that the transaction
contemplated by the Acquisition Agreement is consummated and that all of the
1997 Corp. stockholders accept the Acquisition Offer.

The following Unaudited Pro Forma Balance Sheet presents the pro forma
combined financial position of 1997 Corp. as of March 31, 1998 as if the pending
transaction between 1997 Corp. and CyBear, Inc. had been consummated as of March
31, 1998.

The following Unaudited Pro Forma Statements of Operations for the
three months ended March 31, 1998 and for the period from February 5, 1997
(inception) for CyBear, Inc. and March 17, 1997 for 1997 Corp. to December 31,
1997 present the pro forma results of the combined company as if the pending
transaction between 1997 Corp. and CyBear, Inc. had been consummated at the
beginning of the period presented.

The unaudited pro forma basic and diluted net loss per share and the
basic and diluted weighted average shares of common stock outstanding of 1997
Corp. are determined based on the number of common shares of 1997 Corp. issued
in the Acquisition Agreement between 1997 Corp. and CyBear, Inc. as if the
pending transaction had been consummated at the beginning of the period
presented.

This Unaudited Pro Forma Financial Information and notes thereto should
be read in conjunction with the respective historical financial statements and
notes thereto of 1997 Corp. and CyBear, Inc. contained elsewhere in this
Registration Statement. The pro forma information presented is for informational
purposes only and may not necessarily reflect future results of operations.

F-23

1997 CORP.

UNAUDITED PRO FORMA BALANCE SHEET

MARCH 31, 1998

PRO FORMA
1997 CORP. CYBEAR, INC. ADJUSTMENT 1997 CORP.
---------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ 1,064 $ 1,000 $ 152,383 (b) $ 154,447
Prepaid expenses -- 18,804 -- 18,804
----------- --------------- ----------- -------------
Total current assets 1,064 19,804 152,383 173,251

Shareholders escrowed funds 152,383 -- (152,383) (b) --

Property and equipment, net -- 238,300 -- 238,300

Software license, net -- 159,978 -- 159,978

Other assets -- 14,684 -- 14,684
----------- --------------- ----------- -------------

Total assets $ 153,447 $ 432,766 $ -- $ 586,213
=========== =============== =========== =============

LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 2,807 $ 37,228 $ 100,000 (g) $ 140,035
Accrued payroll and employee benefits -- 37,148 -- 37,148
Due to Andrx Corporation -- 1,935,629 (1,935,629) (a) --
----------- --------------- ----------- -------------
Total current liabilities 2,807 2,010,005 (1,835,629) 177,183
----------- --------------- ----------- -------------

Commitments and contingencies

Shareholders' equity (deficit):
Convertible preferred stock -- -- -- --
Common stock 45 13,000 220 (c) 13,265
13,000 (d)
(13,000) (e)
Additional paid-in capital 210,005 530,906 1,935,629 (a) 2,516,910
(220) (c)
(13,000) (d)
13,000 (e)
(100,000) (g)
(59,410) (f)
Accumulated deficit (59,410) (2,121,145) 59,410 (f) (2,121,145)
----------- --------------- ----------- -------------
Total shareholders' equity (deficit) 150,640 (1,577,239) 1,835,629 409,030
----------- --------------- ----------- -------------

Total liabilities and shareholders' equity $ 153,447 $ 432,766 $ -- $ 586,213
(deficit) =========== =============== =========== =============

</TABLE>

1997 Corp.'s shareholders' equity is redeemable.

The accompanying notes to unaudited pro forma financial statements are an
integral part of this balance sheet.

F-24

1997 CORP.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION) FOR CYBEAR, INC. AND
MARCH 17, 1997 FOR 1997 CORP. TO DECEMBER 31, 1997

1997 CORP. CYBEAR, INC. PRO FORMA 1997
CORP.
FOR THE PERIOD FROM FOR THE PERIOD FROM FOR THE PERIOD FROM
MARCH 17, 1997 FEBRUARY 5, 1997 FEBRUARY 5, 1997
(INCEPTION) TO (INCEPTION) TO (INCEPTION) TO
DECEMBER 31, 1997 DECEMBER 31, 1997 ADJUSTMENT DECEMBER 31, 1997
----------------- ------------------- ---------- -------------------
<S> <C> <C> <C> <C>
Revenues:
Software development services to
Andrx corporation $ -- $ 95,927 $ -- $ 95,927
-------------- ------------- ----------- -------------

Operating expenses:
Software development -- 1,502,370 -- 1,502,370
General and administrative 59,393 123,906 -- (g) 183,299
-------------- ------------- ----------- -------------

Total operating expenses 59,393 1,626,276 -- 1,685,669
-------------- ------------- ----------- -------------

Loss from operations (59,393) (1,530,349) -- (1,589,742)

Interest income 1,362 -- -- 1,362
Interest expense on due to Andrx -- (28,220) -- (28,220)
-------------- ------------- ----------- -------------
corporation

Net loss $ (58,031) $ (1,558,569) $ -- $ (1,616,600)
============== ============== =========== =============

Basic and diluted net loss per share $ (0.35) $ (0.12) $ (0.12)(h)
============== ============== =============

Basic and diluted weighted average
shares of common stock outstanding 167,043 12,768,303 13,265,306 (h)
============== ============== =============

</TABLE>

The accompanying notes to unaudited pro forma financial statements are an
integral part of these statements.

F-25

1997 CORP.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1998

PRO FORMA
1997 CORP. CYBEAR, INC. ADJUSTMENT 1997 CORP.
---------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Software development services to Andrx
Corporation
$ -- $ -- $ -- $ --
--------------- ------------ ------------- -----------

Operating expenses:
Software development -- 500,474 -- 500,474
General and administrative 2,400 30,000 -- 32,400
--------------- ------------ ------------- -----------

Total operating expenses 2,400 530,474 -- 532,874
--------------- ------------ ------------- -----------

Loss from operations (2,400) (530,474) -- (532,874)

Interest income 1,021 -- -- 1,021
Interest expense on due to Andrx Corporation -- (32,102) -- (32,102)
--------------- ------------ ------------- -----------

Net loss $ (1,379) $ (562,576) $ -- $ (563,955)
=============== ============ ============= ===========

Basic and diluted net loss per share $ (0.01) $ (0.04) $ (0.04) (h)
=============== ============ ===========

Basic and diluted weighted average shares of
common stock outstanding 265,306 13,000,000 13,265,306 (h)
=============== ============ ============

</TABLE>

The accompanying notes to unaudited pro forma financial statements are an
integral part of these statements.

F-26
<PAGE>

1997 CORP.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(a) Represents CyBear, Inc.'s capital contribution from Andrx Corporation
resulting from the conversion of the due to Andrx Corporation immediately
prior to the consummation of the Acquisition Agreement.

(b) Represents the release of 1997 Corp.'s shareholders escrowed funds as a
result of the consummation of the Acquisition Agreement.

(c) Represents the stock split of 1997 Corp.'s 45,000 common shares outstanding
into 265,306 common shares immediately prior to the consummation of the
Acquisition Agreement. The contemplated 5.9:1 stock split for 1997 Corp.
is reflected retroactively for all periods reflected.

(d) Represents the issuance of 13,000,000 common shares of 1997 Corp. to
acquire all the outstanding capital stock of CyBear, Inc. upon consummation
of the Acquisition Agreement.

(e) Represents the elimination of CyBear, Inc.'s common stock.

(f) Represents the elimination of 1997 Corp.'s accumulated deficit.

(g) Represents expenses incurred in connection with the transaction
contemplated by the Acquisition Agreement.

(h) Basic and diluted net loss per share and the basic and diluted weighted
average shares of common stock outstanding of 1997 Corp. are determined
based as if the stock split of 1997 Corp. and the issuance of 13,000,000
common shares of 1997 Corp. had occurred at the beginning of the period
presented.

F-27

<PAGE>

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT
BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF ANY OFFER TO
BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR ANY SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER, SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

---------------

TABLE OF CONTENTS

PAGE

Prospectus Summary.......................................................
The Company..............................................................
Risk Factors.............................................................
The Acquisition .........................................................
Transaction Reconfirmation Offer.........................................
Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................
Business.................................................................
Management...............................................................
Conflicts of Interest....................................................
Certain Transactions.....................................................
Description of Securities................................................
Shares Eligible for Future Sale..........................................
Principal Stockholders...................................................
Legal Matters............................................................
Experts..................................................................
Additional Information...................................................
Index to Financial Statements............................................

---------------

UNTIL 90 DAYS AFTER THE RELEASE FROM ESCROW OF FUNDS AND SHARES OFFERED HEREBY,
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

<PAGE>

1997 CORP.

30,000 SHARES

---------------

PROSPECTUS

--------------

AUGUST___, 1998

<PAGE>

PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

1997 Corp. is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Tenth of
the Certificate of Incorporation and Article III of the Bylaws of 1997 Corp.
provide for indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware. Reference is
made to the Certificate of Incorporation of 1997 Corp., filed as Exhibit 3.1
hereto.

Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Ninth of 1997 Corp.'s Certificate of
Incorporation contains such a provision.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.

Filing Fee -- Securities and Exchange Commission...................... $100

Fees and Expenses of Accountants...................................... 2,500
Fees and Expenses of Counsel.......................................... 7,500
Printing and Engraving Expenses....................................... 2,500
Blue Sky Fees and Expenses............................................ 5,000
Transfer and Warrant Agent fees....................................... 1,000
Miscellaneous Expenses................................................ 1,400
-----

Total....................................................... $20,000
=======

II-1

<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In March 1997, 1997 Corp. sold 5,000 shares to Judith Haselton, and
10,000 shares to Richard L. Campbell for aggregate consideration of $20,000,
which was paid in full at the time. 1997 Corp. issued all such securities in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof.

ITEM 27. EXHIBITS.

2. --Merger Agreement and Plan of Reorganization dated as of July 15, 1998
among 1997 Corp., CyBear and Cy Bear Capital Corp.
3.1 --Certificate of Incorporation. *
3.2 --Bylaws of 1997 Corp. *
5 --Opinion of Epstein, Becker & Green, P.C.*
10.1 --Form of Escrow Agreement for proceeds from sale of Shares. *
10.2 --Form of Escrow Agreement for outstanding Common Stock. *
23.2 --Consent of Counsel. (Included in Exhibit 5) *
23.3 --Consent of PricewaterhouseCoopers LLP
23.4 --Consent of Arthur Andersen LLP
28 --Subscription Agreement for Common Stock. *

* Previously filed.

ITEM 28. UNDERTAKINGS.

The undersigned small business issuer hereby undertakes:

(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

(2) For determining liability under the Securities Act, treat
each post-effective amendment as new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.

(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of an
offering.

II-2

<PAGE>

(b) The undersigned small business issuer hereby undertakes to
provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and
registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the
time it was declared effective.

(ii) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing this Amendment to Form SB-2 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 24th day of July, 1998.

1997 CORP.

By: /s/ RICHARD L. CAMPBELL
---------------------------
RICHARD L. CAMPBELL
SECRETARY

SIGNATURE TITLE DATE
--------- ----- ----

Judith S. Haselton Chairman of the Board July 24, 1998
President Director

Richard L. Campbell Secretary, Treasurer, Director July 24, 1998

II-4

<PAGE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

2.1 Merger Agreement and Plan of Reorganization dated as of July 15, 1998
among 1997 Corp., CyBear and CyBear Capital Corp.

23.3 Consent of PricewaterhouseCoopers LLP

23.4 Consent of Arthur Andersen LLP

EXHIBIT 2.1

MERGER AGREEMENT AND PLAN OF REORGANIZATION made as of the
15th day of July, 1998, by and between CyBear, Inc., a Florida corporation
("CyBear"), which is an indirect subsidiary of Andrx Corporation, a Florida
corporation ("Andrx"), having its principal place of business at 4001 Southwest
47th Avenue, Fort Lauderdale, Florida 33314; 1997 Corp., a Delaware corporation,
having its principal place of business at 315 West 106th Street, New York, N.Y.
10025 ("1997 Corp"); and CyBear Capital Corp., a Florida corporation to be
formed, having its principal place of business at 315 West 106th Street, New
York, N.Y. 10025 ("Mergerco").

WHEREAS, 1997 Corp is authorized to issue 10,000,000 shares
("1997 Corp. Shares") of its common stock, par value $.001 per share (the "1997
Corp. Common Stock"), of which 45,000 shares are issued and outstanding on the
date hereof (the "Outstanding 1997 Corp. Shares"), and

WHEREAS, CyBear is authorized to issue 25,000,000 shares (the
"CyBear Common Shares") of its common stock, par value $.001 par value ("CyBear
Common Stock"), of which 13,000,000 will be issued and outstanding immediately
prior to the Closing (as defined in Section 1) (the "Outstanding CyBear Common
Shares"), and

WHEREAS, Mergerco is a wholly owned subsidiary of 1997 Corp.
and is authorized to issue 100 shares of its common stock, $.001 par value
("Mergerco Shares"), all of which Mergerco Shares are owned by 1997 Corp., and

WHEREAS, the respective Boards of Directors of CyBear, 1997
Corp., Andrx and Mergerco deem it advisable and generally to the advantage and
welfare of CyBear and Mergerco and their respective shareholders that Mergerco
be merged with and into CyBear under the terms and conditions hereinafter set
forth (the "Merger"), the Merger to be effected pursuant to the Florida

<PAGE>

Business Corporation Law and to be a tax free reorganization under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and

WHEREAS, it is contemplated that prior to the effective date
of the Merger (the "Effective Date"), 1997 Corp. will declare and distribute a
stock dividend of five additional shares of 1997 Corp. Common Stock for each
Outstanding 1997 Corp. Share (the "Stock Dividend").

NOW, THEREFORE, in consideration of the premises, the parties
hereto do mutually agree as follows:

1. VOTE ON MERGER.

(a) As soon as practicable after the date hereof, but
in no event after October 15, 1998, 1997 Corp. shall cause a special meeting of
its shareholders to be held to consider and vote upon the transactions
contemplated by this agreement, including but not limited to the Merger, the
change of 1997 Corp.'s name to "CyBear, Inc.," the authorization of additional
1997 Corp. shares, and adoption of a stock option plan (collectively, the
"Shareholder Matters"). 1997 Corp. shall promptly take such actions as may be
necessary to effect the foregoing, including filing and using its commercially
reasonable best efforts to cause to be declared effective a Post-Effective
Amendment to its Form SB-2 Registration Statement (the "Post-Effective
Amendment") pursuant to Rule 419 ("Rule 419") under the Securities Act of 1933,
as amended (the "Securities Act").

(b) As soon as practicable after the date hereof, but
in no event after July 31, 1998, CyBear shall obtain the written consent of its
shareholders to approve the Merger.

<PAGE>

(c) As soon as practicable after the date hereof, but
in no event after July 31, 1998, Mergerco shall obtain the written consent of
its shareholder to approve the Merger.

(d) If the Merger and the other Shareholder Matters
are approved by the shareholders of 1997 Corp. in accordance with the laws of
the State of Delaware and the requirements of Rule 419, subject to the further
conditions and provisions of this Agreement, a closing of the transactions
contemplated by this Agreement shall be held (the "Closing"), and Articles of
Merger and all other documents or instruments deemed necessary or appropriate by
the parties hereto to effect the Merger shall be executed and filed with the
Secretary of State of the State of Florida as promptly as possible thereafter.
The Articles of Merger (the "Articles of Merger") so filed shall be
substantially in the form of EXHIBIT 1D annexed hereto, with such changes
therein as the Boards of Directors of CyBear and Mergerco shall mutually
approve. The date such Articles of Merger are accepted for filing by the
Secretary of State of Florida shall be the "Effective Date."

2. REPRESENTATIONS AND WARRANTIES BY ANDRX AND CYBEAR. Andrx
and CyBear, jointly and severally, represent and warrant, except as set forth in
CyBear's Disclosure Schedule attached hereto (the "CyBear Schedule"), as
follows:

(a) CyBear is a duly organized and validly existing
corporation in good standing under the laws of the State of Florida, authorized
to issue only the CyBear Common Stock. The issued and outstanding capital stock
of CyBear consists only of the Outstanding CyBear Common Stock, all of which are
duly authorized, validly issued and fully paid and nonassessable shares of
CyBear Common Stock. There are no issued or outstanding rights, options or
warrants to

<PAGE>

purchase CyBear Common Stock or any issued or outstanding securities of any
nature convertible into CyBear Common Stock. The Outstanding CyBear Common Stock
have all been issued pursuant to an appropriate exemption from the registration
requirements of the Securities Act and from any applicable registration
requirements of the various states.

(b) Andrx owns, indirectly through a wholly-owned
subsidiary, 99% of the capital stock of CyBear.

(c) Andrx and CyBear each has full power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement and the transactions contemplated hereby
have been duly approved by the Board of Directors of each of Andrx and CyBear
and by the shareholders of CyBear. This Agreement has been duly executed and
delivered by each of Andrx and CyBear and constitutes a valid and binding
obligation of each of Andrx and CyBear, enforceable against each of Andrx and
CyBear in accordance with its terms, except that such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights.

(d) CyBear is qualified as a foreign corporation in
all jurisdictions where its business or ownership of assets or properties so
requires, except where the failure to be so qualified would not have a material
adverse effect on the business or financial condition of CyBear (a "CyBear
Material Adverse Effect"). The business of CyBear does not require it to be
registered as an investment company or investment adviser as such terms are
defined under the Investment Company Act of 1940 and the Investment Advisers Act
of 1940, each as amended.

(e) CyBear has no subsidiaries.
<PAGE>

(f) The audited financial statements of CyBear,
consisting of its Balance Sheet as at December 31, 1997, its Statement of
Operations for the period from February 5, 1997 (inception) through December 31,
1997, its Statement of Shareholders' Deficit for the period from inception
through December 31, 1997, and its Statement of Cash Flows for the period from
inception through December 31, 1997, all together with accompanying notes, have
been audited by independent public accountants, and fairly present the
consolidated financial position, results of operations and other information
purported to be shown therein of CyBear, at the date and for the respective
periods to which they apply. The unaudited financial statements of CyBear,
consisting of its Balance Sheets as at March 31, 1998 and 1997, its Statements
of Operations for the three months ended March 31, 1998 and for the period from
inception through March 31, 1997, its Statement of Shareholders' Deficit for the
three months ended March 31, 1998 and for the period from inception through
March 31, 1997, and its Statements of Cash Flows for the three months ended
March 31, 1998 and for the period from inception through March 31, 1997, have
been prepared in accordance with generally accepted accounting principles
(except for the absence of footnotes thereto), have been adjusted for all normal
and recurring accruals and fairly present the consolidated financial position,
results of operations and other information purported to be shown therein of
CyBear, at the date and for the respective periods to which they apply. The
audited financial statements and the unaudited financial statements of CyBear
are hereinafter collectively referred to as the "CyBear Financial Statements."
Since March 31, 1998, the business of CyBear has been operated in all material
respects only in the ordinary course and there has not been any CyBear Material
Adverse Effect except as set forth in or as contemplated by the CyBear Financial
Statements.

(g) There are no material liabilities (including, but
not limited to material tax liabilities) or material claims against CyBear
(whether such liabilities or claims are contingent or

<PAGE>

absolute, direct or indirect, matured or unmatured) not described in the CyBear
Financial Statements, other than liabilities incurred in the ordinary course of
business.

(h) All federal, state, county and local income,
excise, property and other material tax returns required to be filed by CyBear
have been filed and all required taxes, fees assessments have been paid or an
adequate reserve therefor has been established as described in the CyBear
Financial Statements. The income tax returns of CyBear have never been audited
by any authority empowered to do so, where any such audit could reasonably be
expected to have a CyBear Material Adverse Effect.

(i) Except as described in the CyBear Financial
Statements, CyBear has good and marketable title in all material respects to all
its furniture, fixtures, equipment and other owned assets as set forth in the
CyBear Financial Statements and such assets are owned free and clear of all
material security interests, pledges, liens, restrictions and encumbrances of
every kind and nature, except as set forth in the CyBear Financial Statements.

(j) The accounts receivable set forth in the CyBear
Financial Statements represent amounts due for goods sold or services rendered
by CyBear in the ordinary course of business and, except as reserved for in the
CyBear Financial Statements, are, to the best knowledge of CyBear and Andrx,
collectable in all material respects in the ordinary course of business.

(k) Copies of all written material agreements,
contracts, arrangements, understandings and commitments, including, without
limitation, real estate leases and loan agreements (collectively, "Contracts"),
to which CyBear is a party, by which CyBear is bound, or from which CyBear is
entitled to receive substantial benefits, and a summary of the provisions of
each oral material contract, have been delivered to Mergerco. CyBear is not in
material default

<PAGE>

under any such Contract. The validity and enforceability of and rights of CyBear
contained in each such Contract shall not be materially adversely affected by
the Merger or the transactions contemplated hereby.

(l) There are no legal, administrative, arbitral or
other proceedings, claims, actions or governmental investigations of any nature
against CyBear which could reasonably be expected to have a CyBear Material
Adverse Effect or which challenge the validity or propriety of the transactions
contemplated by this Agreement and, to CyBear's and Andrx's best knowledge,
there is no reasonable basis for any such proceeding, claim, action or
governmental investigation. CyBear is not a party to or bound by any order,
judgment or decree which could reasonably be expected to have a CyBear Material
Adverse Effect.

(m) Since March 31, 1998, there have been (i) no
bonuses or extraordinary compensation paid to any of the officers or directors
of CyBear, (ii) no loans made to or any other transactions with any of the
officers or directors of CyBear or their families, (iii) no dividends or other
distributions declared or paid by CyBear, and (iv) no purchase by CyBear or of
any of its capital shares.

(n) Since March 31, 1998, CyBear has not issued or
committed itself to issue, and to the Effective Date will not issue or commit
itself to issue any CyBear Common Stock or any options, rights, warrants, or
other securities convertible into CyBear Common Stock except as contemplated by
this Agreement.

<PAGE>

(o) CyBear has maintained casualty and liability
policies and other insurance policies with respect to its business which are
appropriate and customary for businesses similar to CyBear in size, industry and
risk profile. Copies of all of the policies of insurance and bonds presently in
force with respect to CyBear, including without limitation those covering
properties, buildings, machinery, equipment, worker's compensation, officers and
directors and public liability, shall be delivered to Mergerco upon written
request. All such insurance is outstanding and in full force and effect, with
all premiums thereon duly paid and neither CyBear nor Andrx has received any
notice of cancellation of any such policies.

(p) CyBear does not have any patents, patent
applications, trademarks, trademark registrations or applications therefor,
trade names, copyrights, copyright registrations or applications therefor, or
other intellectual property.

(q) Since its inception, CyBear has in all material
respects operated its business and conducted its affairs in compliance with all
applicable laws, rules and regulations, except where the failure to so comply
could not reasonably be expected to have a CyBear Material Adverse Effect.

(r) Except as described in the CyBear Financial
Statements, there are no loans, leases or other Contracts outstanding between
CyBear and any officer or director of CyBear or any person or entity related to
any officer or director of CyBear.

(s) During the past five year period, neither CyBear,
any officer or director of CyBear, nor any person intended to become an officer
or director of CyBear, has been the subject of:

<PAGE>

(1) a petition under the Federal bankruptcy
laws or any other insolvency law nor has a receiver, fiscal agent or similar
officer been appointed by a court for the business or property of such person,
or any partnership in which he was a general partner at or within five years
before the time of such filing, or any corporation or business association of
which he was an executive officer at or within five years before the time of
such filing;

(2) a conviction in a criminal proceeding or
a named subject of a pending criminal proceeding (excluding traffic violations
which do not relate to driving while intoxicated);

(3) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or otherwise
limiting, the following activities:

(i) Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, any other person regulated
by the United States Commodity Futures Trading Commission or an
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;

(ii) Engaging in any type of business
practice; or
<PAGE>

(iii) Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection
with any violation of Federal, state or other securities laws or
commodities laws.

(4) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal, state or local
authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in the preceding
sub-paragraph, or to be associated with persons engaged in any such activity;

(5) a finding by a court of competent
jurisdiction in a civil action or by the Securities and Exchange Commission (the
"Commission") to have violated any securities law, regulation or decree and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended or vacated; or

(6) a finding by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment in such civil action
or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.

(t) CyBear has no pension plan, profit sharing or
similar employee benefit plan.

(u) Except for the consent and approval of the
shareholders of 1997 Corp., Mergerco and CyBear and the filing of the Articles
of Merger, no consents or approvals of, or filings or registrations with, any
third party or any public body or authority are necessary in connection with

<PAGE>

(i) the execution and delivery by Andrx and CyBear of this Agreement and (ii)
the consummation by CyBear of the Merger and the other transactions contemplated
hereby.

(v) Neither Andrx nor CyBear knows of any person who
rendered any service in connection with the introduction of 1997 Corp., Mergerco
or CyBear to each other, and that they know of no claim for a "finder's fee" or
similar type of fee in connection with the Merger and the other transactions
contemplated hereby.

(w) No employees of CyBear are on strike or
threatening any strike or work stoppage. CyBear has no obligations under any
collective bargaining or labor union agreements. CyBear is not involved in any
material controversy with any of its employees or any organization representing
any of its employees.

(x) None of the information supplied or to be
supplied by or about CyBear for inclusion in the Post-Effective Amendment to be
furnished to the 1997 Corp. shareholders concerning the Merger contains or will
contain any untrue statement of a material fact or omit or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading.

(y) The execution and delivery by Andrx and CyBear of
this Agreement, the consummation and performance the transactions herein
contemplated, and compliance with the terms of this Agreement by Andrx and
CyBear will not conflict with, result in a breach of or constitute a default
under any indenture, mortgage, deed of trust or other material agreement,
instrument or Contract to which Andrx or any of its subsidiaries or CyBear is
now a party or by which it or any of its assets or properties is bound or the
Articles of Incorporation, as amended, or the bylaws of CyBear, in each case as
amended, or any law, order, rule or regulation, writ,

<PAGE>

injunction, judgment, or decree of any government, governmental instrumentality
or court, domestic or foreign, having jurisdiction over CyBear or any of its
business or properties, which conflict, breach or default could reasonably be
expected to have a CyBear Material Adverse Effect.

3. REPRESENTATIONS AND WARRANTIES RELATING TO MERGERCO.
Mergerco and 1997 Corp., jointly and severally, represent and warrant follows:

(a) Mergerco is a duly organized and validly existing
corporation in good standing under the laws of the State of Florida, authorized
to issue only the Mergerco Shares. The issued and outstanding capital stock of
Mergerco consists only of the Mergerco Shares all of which are fully paid and
nonassessable and which are owned by 1997 Corp. There are no issued or
outstanding rights, options or warrants to purchase Mergerco Shares or any
issued or outstanding securities of any nature convertible into Mergerco Shares.
The Mergerco Shares have all been issued pursuant to an appropriate exemption
from the registration requirements of the Securities Act and from any applicable
registration requirements of the various states.

(b) Mergerco has been organized solely for the
purpose of consummating the Merger and, since its inception, Mergerco has had no
business activity of any nature other than those related to its organization or
as contemplated by this Agreement.

(c) Mergerco has full power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement and the transactions contemplated hereby have been duly approved by
the Boards of Directors of 1997 Corp. and Mergerco, and by the shareholder of
Mergerco. This Agreement has been duly executed and delivered by Mergerco, and
constitutes a valid and binding obligation of Mergerco, enforceable against
Mergerco in accordance with its terms, except that such enforcement may be
subject to

<PAGE>

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights.

(d) Mergerco is qualified as a foreign corporation in
all jurisdictions where its business or ownership of assets or properties so
requires, except where the failure to be so qualified would not have a material
adverse effect on the business or financial condition of Mergerco (a "Mergerco
Material Adverse Effect"). The business of Mergerco does not require it to be
registered as an investment company or investment adviser as such terms are
defined under the Investment Company Act and the Investment Advisers Act of
1940, each as amended.

(e) Mergerco has no subsidiaries.

(f) Except for (i) the incurring of expenses of its
organization, (ii) the issuance of the Mergerco Shares to 1997 Corp., (iii) the
incurring of expenses relating to this Agreement and the consummation of the
transactions contemplated by this Agreement, and (iv) the consummation of the
Merger, Mergerco has had no business and no financial or other transactions of
any nature whatsoever.

(g) Mergerco has no liabilities (including, but not
limited to, tax liabilities) nor are there any claims against Mergerco (whether
such liabilities or claims are contingent or absolute, direct or indirect, and
matured or unmatured) except for liabilities for its organization expenses or
expenses incurred in connection with the Merger.

(h) All federal, state, county and local income,
excise, property or other tax returns required to be filed by Mergerco have been
filed and all required taxes, fees or assessments have been paid.
<PAGE>

(i) Mergerco has no fixtures, furniture, equipment,
inventory or accounts receivable.

(j) Mergerco has no Contracts or commitments to which
it is a party, except for this Agreement and other documents and instruments
contemplated hereby in connection with the Merger.

(k) There are no legal, administrative, arbitral or
other proceedings, claims, actions or governmental investigations of any nature
against Mergerco, or challenging the validity or propriety of the transactions
contemplated by this Agreement and, to Mergerco's and 1997 Corp.'s best
knowledge, there is no reasonable basis for any other proceeding, claim, action
or governmental investigation against Mergerco. Mergerco is not a party to or
bound by any order, judgment or decree which could reasonably be expected to
have a Mergerco Material Adverse Effect.

(l) Since the inception of Mergerco there have been
(i) no salaried or otherwise compensated employees and no bonuses paid to any
officer or director of Mergerco; (ii) no loans made to or any transactions with
any officer or director of Mergerco; (iii) no dividends or other distributions
declared or paid by Mergerco; and (iv) no purchase by Mergerco of any Mergerco
Shares.

(m) Since its inception, Mergerco has not issued or
committed itself to issue, and to the Effective Date will not issue or commit
itself to issue any Mergerco Shares or any options, rights, warrants, or other
securities convertible into Mergerco Shares except for the issuance of the
Mergerco Shares to 1997 Corp.

<PAGE>

(n) Mergerco has no patents, patent applications,
trademarks, trademark registrations, trade names, copyrights, copyright
registrations or applications therefore.

(o) Since its inception, Mergerco has in all material
respects conducted its affairs in compliance with all applicable laws, rules and
regulations except where the failure to so comply could not reasonably be
expected to have a Mergerco Material Adverse Effect.

(p) During the past five year period, no officer or
director of Mergerco has been the subject of:

(1) a petition under the Federal bankruptcy
laws or any other insolvency law nor has a receiver, fiscal agent or similar
officer been appointed by a court for the business or property of such person,
or any partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of such
filing;

(2) a conviction in a criminal proceeding or
a named subject of a pending criminal proceeding (excluding traffic violations
which do not relate to driving while intoxicated);

<PAGE>

Commission or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business
practice; or

(iii) Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection
with any violation of Federal, state or other securities laws or
commodities laws.

(5) a finding by a court of competent
jurisdiction in a civil action or by the Commission to have violated any
securities law, regulation or decree and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended or
vacated; or

<PAGE>

(q) Mergerco has no pension plan, profit sharing or
similar employee benefit plan.

(r) Except for the consent and approval of the
shareholders of 1997 Corp., Mergerco and CyBear and the filing of the Articles
of Merger, no consents or approvals of, or filings or registrations with, any
third party or any public body or authority are necessary in connection with (i)
the execution and delivery by Mergerco of this Agreement and (ii) the
consummation by Mergerco of the Merger and the other transactions contemplated
hereby.

(s) Mergerco knows of no person who rendered any
service in connection with the introduction of 1997 Corp., Mergerco or CyBear to
each other, and that they know of no claim for a "finder's fee" or similar type
of fee in connection with the Merger and the other transactions contemplated
hereby.

(t) Mergerco has no employees.

(u) None of the information supplied or to be
supplied by or about Mergerco for inclusion in the Post-Effective Amendment to
be furnished to the 1997 Corp. shareholders concerning the Merger contains or
will contain any untrue statement of a material fact or omit or omits to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made,
not misleading.

(v) The execution and delivery by Mergerco of this
Agreement, the consummation and performance of the transactions herein
contemplated, and compliance with the terms of this Agreement by Mergerco will
not conflict with, result in a breach of or constitute a default under any
indenture, mortgage, deed of trust or other agreement, instrument or Contract to

<PAGE>

which Mergerco is now a party or by which it or any of its assets or properties
is bound or the Articles of Incorporation, as amended, or the bylaws of
Mergerco, in each case as amended, or any law, order, rule or regulation, writ,
injunction, judgment or decree of any government, governmental instrumentality
or court, domestic or foreign, having jurisdiction over Mergerco or any of its
business or properties, which conflict, breach or default could reasonably be
expected to have a Mergerco Material Adverse Effect.

4. REPRESENTATIONS AND WARRANTIES RELATING TO 1997 CORP. 1997
Corp. and Mergerco, jointly and severally, represent and warrant as follows:

(a) 1997 Corp. is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware,
authorized to issue only 10,000,000 shares of 1997 Corp. Common Stock and
2,000,000 shares of preferred stock, $.01 par value, the rights, powers and
designations of which have not been established by the Board of Directors of
1997 Corp. On the Effective Date, immediately prior to the Closing and after the
Stock Dividend described in Section 7(c) hereof, there will be issued and
outstanding 270,000 shares of 1997 Corp. Common Stock, all of which will be
fully paid and nonassessable. Except as contemplated by this Agreement, there
are no issued or outstanding options, warrants or other rights, contingent or
otherwise, to purchase or acquire shares of 1997 Corp. Common Stock or any
issued or outstanding securities of any nature convertible into shares of 1997
Corp. Common Stock. The issued and outstanding shares of 1997 Corp. Common Stock
have all been issued pursuant to an effective registration statement or an
appropriate exemption from the registration requirements of the Securities Act
and from any applicable registration requirements of the various states.

<PAGE>

(b) Since its inception, the business of 1997 Corp.
has been limited to the search for an acquisition or merger partner and, except
for transactions related thereto or related to its status as a publicly held
company, it has not engaged in any other business or activity.

(c) 1997 Corp. has full power and authority to enter
into this Agreement and, subject to obtaining the approval of its shareholders,
to consummate the transactions contemplated hereby. This Agreement and the
transactions contemplated hereby have been duly approved by the Board of
Directors of 1997 Corp. This Agreement has been duly executed and delivered by
1997 Corp. and constitutes a valid and binding obligation of 1997 Corp.
enforceable against 1997 Corp. in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights.

(d) 1997 Corp. is qualified as a foreign corporation
in all jurisdictions where its business or ownership of assets or properties so
requires, except where the failure to be so qualified would not have a material
adverse effect on the business or financial condition of 1997 Corp. (a "1997
Corp. Material Adverse Effect"). The business of 1997 Corp. does not require it
to be registered as an investment company or investment adviser as such terms
are defined under the Investment Company Act of 1940 and the Investment Advisers
Act of 1940, each as amended.

(e) 1997 Corp. has no subsidiaries except for
Mergerco.

(f) The financial statements of 1997 Corp.,
consisting of its Balance Sheets as at December 31, 1997, and its Statement of
Operations, its Statement of Stockholders' Equity and its Statement of Cash
Flows from March 17, 1997 (inception) to December 31, 1997, all together with
accompanying notes, as set forth in 1997 Corp.'s Annual Report on Form 10-KSB
for the year

<PAGE>

ended December 31, 1997 (the "Form 10-KSB"), have been audited by independent
public accountants and fairly present the consolidated financial position,
results of operations and other information purported to be shown therein of
1997 Corp., at the date and for the respective periods to which they apply. The
unaudited financial statements of 1997 Corp., consisting of its Balance Sheet as
at March 31, 1998 and 1997, its Statement of Income, Statement of Stockholders'
Equity and Statement of Cash Flows for the three months ended March 31, 1998 and
for period from inception to March 31, 1997, as set forth in 1997 Corp.'s
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1998 (the "Form
10-QSB," and collectively with the Form 10-KSB, the "SEC Reports"), have been
prepared in accordance with generally accepted accounting principles, have been
adjusted for all normal and recurring accruals, and fairly present the
consolidated financial position, results of operations and other information
purported to be shown therein of 1997 Corp., at the date and for the respective
periods to which they apply. The audited financial statements and the unaudited
financial statements of 1997 Corp. are hereinafter referred to as the "1997
Corp. Financial Statements." The 1997 Corp. Financial Statements have been
delivered to Andrx and CyBear.

(g) The business of 1997 Corp., as described in the
SEC Reports, has only been operated in the ordinary course. There has not been
any material change in the financial condition of 1997 Corp. from that set forth
in the 1997 Corp. Form 10-QSB except for (i) transactions in the ordinary course
of business, (ii) transactions relating to this Agreement, and (iii) the
incurring of expenses or liabilities relating to this Agreement.

(h) There are, and on the Effective Date will be, no
liabilities (including, but not limited to, tax liabilities) or claims against
1997 Corp. (whether such liabilities or claims are contingent or absolute,
direct or indirect, and matured or unmatured) not appearing on the 1997 Corp.
Financial Statements, except for (i) liabilities for expenses incurred relating
to this Agreement

<PAGE>

and the consummation of the transactions' contemplated by this Agreement, (ii)
liabilities and commitments incurred or made in the ordinary course of 1997
Corp.'s business or taxes incurred on earnings since March 31, 1998, and (iii)
liabilities listed on the 1997 Corp. Disclosure Schedule attached hereto.

(i) All federal, state, county and local income,
excise, property or other tax returns required to be filed by 1997 Corp. have
been filed and all required taxes, fees or assessments have been paid on an
adequate reserve therefor has been set up in the 1997 Corp. Financial
Statements. 1997 Corp.'s income tax returns have never been audited by any
authority empowered to do so; except that an extension has been filed respecting
the taxes due for the period ended December 31, 1997.

(j) 1997 Corp. has no fixtures, furniture, equipment,
inventory or accounts receivable.

(k) 1997 Corp. has no material Contracts to which it
is a party, except as described in the SEC Reports and except filing and other
requirements associated with 1997 Corp.'s initial public offering of securities
and its status as a publicly held company.

(l) There are no legal, administrative, arbitral or
other proceedings, claims, actions or governmental investigations of any nature
against 1997 Corp., or challenging the validity or propriety of the transactions
contemplated by this Agreement and, to Mergerco's and 1997 Corp.'s best
knowledge, there is no reasonable basis for any such proceeding, claim, action
or governmental investigation. 1997 Corp. is not a party to or bound by any
order, judgment or decree which will, or might reasonably be expected to have a
1997 Corp. Material Adverse Effect.

<PAGE>

(m) There have been: (i) no salaried or otherwise
compensated employees and no bonuses paid to any officer or director of 1997
Corp.; (ii) no loans made to or transactions with any officer or director of
1997 Corp. other than loans by officers to provide working capital described in
the SEC Reports, which shall not exceed $10,000 at the Closing; (iii) no cash
dividends or other cash distributions declared or paid by 1997 Corp.; and (iv)
no purchase by 1997 Corp. of any 1997 Corp. Shares.

(n) Since March 31, 1998, 1997 Corp. has not issued
or committed itself to issue, and to the Effective Date will not issue or commit
itself to issue any additional common shares (other than the outstanding 1997
Corp. Shares) or any options, rights, warrants, or other securities convertible
into common shares, except as contemplated by this Agreement.

(o) 1997 Corp. has furnished to Andrx and CyBear true
and complete copies, including exhibits and, as applicable, amendments thereto,
of (i) 1997 Corp.'s Registration Statement, including all post-effective
amendments thereto, for its initial public offering; (ii) the Prospectus
contained therein; and (iii) each Quarterly Report on Form 10-QSB and each
Annual Report on Form 10-KSB issued by 1997 Corp. since March 31, 1997. None of
such filings contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading a the time of such filings.

(p) 1997 Corp. has no patents, patent applications,
trademarks, trademark registrations, trade names, copyrights, copyright
registrations or applications therefor.

(q) Since its inception, 1997 Corp. has in all
material respects operated its business and conducted its affairs in compliance
with all applicable laws, rules and regulations.

<PAGE>

(r) Except as set forth in the SEC Reports or
otherwise disclosed pursuant hereto, there are no loans, leases or other
contracts outstanding between 1997 Corp. and any officer or director of 1997
Corp. or any person related to any officer or director of 1997 Corp.

(s) During the past five year period, no officer or
director of 1997 Corp. has been the subject of

(1) a petition under the Federal bankruptcy
laws or any other insolvency law nor has a receiver, fiscal agent or similar
officer been appointed by a court for the business or property of such person,
or any partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of such
filing;

(2) a conviction in a criminal proceeding or
a named subject of a pending criminal proceeding (excluding traffic violations
which do not relate to driving while intoxicated);

(i) Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, any other person
regulated by the United States Commodity Futures Trading Commission or
an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of

<PAGE>

any investment company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or practice in
connection with such activity;

(ii) Engaging in any type of business
practice; or

(iii) Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection
with any violation of Federal, state or other securities laws or
commodities laws.

(4) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal, state or local
authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage IN any activity described in the preceding
sub-paragraph, or to be associated with persons engaged in any such activity;

(t) 1997 Corp. has no pension plan, profit sharing or
similar employee benefit plan.

<PAGE>

(u) Except for the consent and approval of the
shareholders of 1997 Corp., Mergerco and CyBear and the filing of a Articles of
Merger, and the no consents or approvals of, or filings or registrations with,
any third party or any public body or authority are necessary in connection with
(i) the execution and delivery by 1997 Corp. of this Agreement and (ii) the
consummation of the Merger and the other transactions contemplated hereby.

(v) 1997 Corp. knows of no person who rendered any
service in connection with the introduction of 1997 Corp., Mergerco, Andrx or
CyBear to each other, which is being compensated through a separate agreement
between itself and CyBear, and they know of no claim for a "finder's fee" or
similar type of fee in connection with the Merger and the other transactions
contemplated hereby.

(w) None of the information supplied or to be
supplied by or about 1997 Corp. for inclusion in the Post-Effective Amendment to
be furnished to 1997 Corp. shareholders concerning the Merger contains or will
contain any untrue statement of a material fact or omit or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading.

(x) The execution and delivery by 1997 Corp. of this
Agreement, the consummation and performance of the transactions herein
contemplated, and compliance with the terms of this Agreement by 1997 Corp. will
not conflict with, result in a breach of or constitute default under any
indenture, mortgage, deed of trust or other agreement, instrument or Contract to
which 1997 Corp. is now a party or by which it or any of its assets or
properties is bound or the Certificate of Incorporation, as amended, or the
bylaws of 1997 Corp., in each case as amended, or any law, order, rule or
regulation, writ, injunction, judgment or decree of any government,

<PAGE>

governmental instrumentality or court, domestic or foreign, having jurisdiction
over 1997 Corp. or any of its business or properties.

5. REPRESENTATIONS TO SURVIVE CLOSING. All of the
representations and warranties contained in this Agreement (including all
statements contained in any certificate or other instrument delivered by or on
behalf of CyBear or any of its subsidiaries, 1997 Corp. or Mergerco pursuant
hereto or in connection with the transactions contemplated hereby shall survive
the closing for a period of one year.

6. SURVIVING CORPORATION. The surviving corporation (the
"Surviving Corporation") shall be CyBear. Its name, identity, articles of
incorporation, by-laws, existence, purposes, powers, objects, franchises, rights
and immunities shall be unaffected and unimpaired by the Merger, except as
described in the Articles of Merger.

7. TREATMENT OF SHARES OF CONSTITUENT CORPORATIONS. The terms
and conditions of the Merger, the mode of carrying the same into effect, and the
manner and basis of converting the common stock and other securities of each of
CyBear and Mergerco (collectively, the "Constituent Corporations") are as
follows:

(a) On the Effective Date, all Mergerco Shares
currently issued and outstanding to 1997 Corp. shall be converted into an equal
number of shares of common stock, par value $.001, of the Surviving Corporation
by virtue of the Merger and without any action on the part of the holder
thereof, and shall constitute all the issued and outstanding shares of capital
stock of the Surviving Corporation.

<PAGE>

(b) On the Effective Date, all 13,000,000 0utstanding
CyBear Common Shares, shall be cancelled and retired and shall cease to exist,
and shall be converted by virtue of the Merger, and at the Effective Date, into
a total of 13,000,000 1997 Corp. Shares without any action on the part of the
holders thereof on the basis of one (1) 1997 Corp. Share for each share of
CyBear Common Stock. After the Effective Date, the holders of certificates
representing CyBear Common Stock outstanding prior to the Merger, shall be
entitled upon surrender thereof to receive from Mergerco a certificate
representing the number of 1997 Corp. Shares to which such holder shall be
entitled for each share of CyBear Common Stock so surrendered. Until so
surrendered, the outstanding certificates which, prior to the Effective Date,
represented CyBear Common Stock shall be deemed for all corporate purposes to
evidence ownership of 1997 Corp. Shares into which such CyBear Common Stock
shall have been converted.

(c) If, after the Effective Date, the shares of
CyBear Common Stock held by any CyBear Shareholder shall be converted into any
number of shares of 1997 Corp. Common Stock other than a whole number, such
holder's shares of 1997 Corp. Stock shall be rounded up to the next whole
number.

(d) All outstanding options to purchase shares of
CyBear Common Stock immediately prior to the Effective Date will be converted
into options of 1997 Corp. on equivalent terms.

(e) There shall be no change in the ownership of the
Outstanding 1997 Corp. Shares from that in existence after the Stock Dividend
and immediately prior to the Merger.

<PAGE>

(f) The separate existence and corporate organization
of Mergerco, except insofar as it may be continued by statute, shall cease on
the Effective Date and CyBear shall become a wholly owned subsidiary of 1997
Corp.

(g) At the Effective Date (i) the name of 1997 Corp.
shall be changed to "CyBear, Inc." and (ii) the name of CyBear shall be changed
to CyBear, Inc. (FL).

8. RIGHTS AND LIABILITIES OF SURVIVING CORPORATION. On and
after the Effective Date, CyBear, as the surviving corporation, shall succeed to
and possess, without further act or deed, all of the estate, rights, privileges,
powers, and franchises, both public and private, and all of the property, real,
personal, and mixed, of each of the Constituent Corporations; all debts due to
either of the Constituent Corporations on whatever account shall be vested in
CyBear; all claims, demands, property, rights, privileges, powers, and
franchises and every other interest of either of the Constituent Corporations
shall be as effectively the property of CyBear as they were of the respective
Constituent Corporations; the title to any real estate by deed or otherwise in
either of the Constituent Corporations shall not revert or be in any way
impaired by reason of the merger, but shall be vested in CyBear; all rights of
creditors and all liens upon any property of either of the Constituent
Corporations shall be preserved unimpaired, limited in lien to the property
affected by such lien at the Effective Date; all debts, liabilities, and duties
of the respective Constituent Corporations shall thenceforth attach to CyBear
and may be enforced against it to the same extent as if such debts, liabilities,
and duties had been incurred or contracted by it; and CyBear shall indemnify and
hold harmless 1997 Corp. and the officers and directors of each of the
Constituent Corporations against all such debts, liabilities, and duties and
against all claims and demands arising out of the Merger. On and after the
Effective Date, 1997 Corp. shall continue to indemnify all prior

<PAGE>

officers and directors of 1997 Corp. to the maximum extent permitted by the
Certificate of Incorporation and Bylaws of 1997 Corp.

9. FURTHER ASSURANCES OF TITLE. As and when requested by
CyBear or by its successors or assigns, Mergerco shall execute and deliver or
cause to be executed and delivered all such deeds and instruments and will take
or cause to be taken all such further action as CyBear may deem necessary or
desirable in order to invest in and confirm to CyBear title to and possession of
its property acquired by CyBear by reason or as a result of the Merger and
otherwise to carry out the intent and purposes hereof, and the officers and
directors of Mergerco and CyBear are fully authorized in the name of Mergerco,
CyBear or otherwise to take any and all such action.

10. CONDITIONS TO OBLIGATIONS TO MERGERCO AND 1997 CORP. The
obligation of Mergerco and 1997 Corp. to consummate the Merger is subject to
satisfaction of the following conditions prior to the Effective Date:

(a) That the shareholders of 1997 Corp., at a meeting
of its shareholders duly called and held, shall have approved the Merger and all
other Shareholder Matters, all subject to the consummation of the Merger.

(b) That CyBear has not suffered an uninsured loss on
account of professional or other contractual liability or fire, flood, accident,
or other calamity of such a character which could reasonable be expected to have
a CyBear Material Adverse Effect.

(c) That no material transactions shall have been
entered into by CyBear other than transactions in the ordinary course of
business between March 31, 1998 and the Effective

<PAGE>

Date, other than as referred to in, or contemplated by, this Agreement or in the
CyBear Schedule, except with the prior written consent of Mergerco.

(d) Except as disclosed in or as contemplated by this
Agreement or in the CyBear Schedule, that no material adverse change in the
aggregate shall have occurred in the consolidated financial condition of CyBear
since March 31, 1998.

(e) That none of the properties or assets of CyBear
shall have been sold or otherwise disposed of other than in the ordinary course
of business during such period, except as described in or as contemplated by
this Agreement or with the written consent of Mergerco.

(f) That Andrx and CyBear each shall have performed
and complied in all material respects with the provisions and conditions of this
Agreement to be performed and complied with, and that the representations and
warranties made by each of Andrx and CyBear in this Agreement are true and
correct, both when made and as of the Effective Date.

(g) That this Agreement and the transactions
contemplated hereby shall have been approved by appropriate corporate action of
CyBear, including by unanimous written consent of the shareholders of CyBear,
and that corporate votes and resolutions to that effect in form and substance
reasonably satisfactory to Mergerco and its counsel have been delivered to
Mergerco.

(h) That there shall have been full compliance with
the applicable Blue Sky Laws of any state or other governmental body having
jurisdiction over the Merger.

(i) That Mergerco and 1997 Corp. shall have received
an opinion from counsel to Andrx and CyBear substantially in the form of EXHIBIT
10(I) hereto.

<PAGE>

(j) Andrx and CyBear shall have raised a minimum of
$3,000,000 through either a private placement of 1997 Corp. Common Stock or
other funding by the Effective Date, including the sale of at least 333,333
shares of 1997 Corp. Common Stock at a price of at least $3.00 per share (which
such shares are not included in the total of 13,000,000 shares to be issued to
the shareholders of CyBear as a result of the Merger).

Compliance with the provisions of subparagraphs (b) through
(h) and (j) of this paragraph shall be evidenced by the certificate of the
President and Secretary of Andrx and the President and Secretary of CyBear.

11. CONDITIONS TO OBLIGATIONS OF ANDRX AND CYBEAR. The
obligations of Andrx and CyBear to consummate the Merger are subject to
satisfaction of the following conditions prior to the Effective Date:

(a) That the Merger and all other Shareholder Matters
shall have been approved by the shareholders of 1997 Corp., all subject to the
consummation of the Merger.

(b) That 1997 Corp.'s Board of Directors shall have
resigned seriatim and the persons designated by CyBear shall have been elected
as directors of 1997 Corp., all subject to the consummation of the Merger.

(c) That neither Mergerco nor 1997 Corp. shall have
suffered any loss on account of fire, flood, accident, or other calamity of such
a character which could reasonably be expected to have a Mergerco or a 1997
Corp. Material Adverse Effect.

<PAGE>

(d) That no material transactions shall have been
entered into by Mergerco or 1997 Corp. other than transactions in the ordinary
course of business since March 31, 1998, other than as referred to in this
Agreement, except with the prior written consent of CyBear.

(e) That no material adverse change shall have
occurred in the financial condition of either Mergerco or 1997 Corp. since March
31, 1998, other than as referred to in this Agreement.

(f) That none of the properties or assets of Mergerco
or 1997 Corp. shall have been sold or otherwise disposed of other than in the
ordinary course of business since March 31, 1998, except as disclosed herein or
with the written consent of CyBear.

(g) That Mergerco and 1997 Corp. shall each have
performed and complied with the provisions and conditions of this Agreement to
be performed and complied with and that the representations and warranties made
by Mergerco and 1997 Corp. herein are true and correct, both when made and as of
the Effective Date.

(h) That 1997 Corp. shall have complied with all
applicable provisions of Rule 419 under the Securities Act, including the filing
of the Post-Effective Amendment with the Commission and the circulation of a
reconfirmation offer to each original investor in 1997 Corp.

(i) That CyBear shall have received an opinion from
counsel to Mergerco and 1997 Corp. in substantially the form of EXHIBIT 11(I).

Compliance with the provisions of subparagraphs (a) through
(h) of this paragraph shall be evidenced by the certificate of the President and
Secretary of 1997 Corp. and the certificate of the President and Secretary of
Mergerco to be delivered at Closing.

<PAGE>

12. [NOT USED]

13. ABANDONMENT. This Agreement and the Merger may be
abandoned (a) by Andrx and CyBear, on the one hand, or 1997 Corp. and Mergerco,
on the other hand, acting by their respective Boards of Directors, at any time
in the event of the failure of any condition in favor of such party to which the
consummation of the Merger is subject, or (b) by the mutual consent of the
parties, acting each by its Board of Directors, at any time after such adoption
by such shareholders and prior to the Effective Date. In the event of
abandonment of this Agreement, the same shall become wholly void and of no
effect and except as set forth in Paragraph 14(b) hereof, there shall be no
further liability or obligation hereunder on the part of any of the parties,
their respective Boards of Directors or any other party to this Agreement.

14. CLOSING OR TERMINATION.

(a) In the event the Closing of this Agreement shall
not take place by October 15, 1998, then any party shall have the right to
terminate this Agreement in which event no party shall have any further right or
obligation as against any other, except as set forth in paragraph 14.

(b) In the event this Agreement fails to close on or
before October 15, 1998 for any reason other than the failure of the 1997 Corp.
shareholders to approve the Merger and other Shareholder Matters, or a material
breach of this Agreement by either 1997 Corp. or Mergerco, Andrx shall remit to
1997 Corp. a breakup fee of $50,000.00 on or before 10 calendar days after such
date.

<PAGE>

15. DELIVERY OF CORPORATE PROCEEDINGS OF 1997 CORP. At the
Closing, 1997 Corp. shall deliver to CyBear's counsel the originals or certified
copies of all of the corporate proceedings of 1997 Corp., duly certified by its
Secretary, relating to this Agreement.

16. DELIVERY OF CORPORATE PROCEEDINGS OF MERGERCO. At the
Closing, Mergerco shall deliver to CyBear's counsel the originals of all of the
corporate proceedings of Mergerco, duly certified by its Secretary, relating to
this Agreement.

17. DELIVERY OF CORPORATE PROCEEDINGS OF ANDRX. At the
Closing, Andrx shall deliver to Mergerco's counsel a copy of its corporate
proceedings relating to this Agreement or taken pursuant to the provisions of
this Agreement duly certified by its Secretary or by its Assistant Secretary.

18. DELIVERY OF CORPORATE PROCEEDINGS OF CYBEAR. At the
Closing, CyBear shall deliver to Mergerco's counsel a copy of its corporate
proceedings relating to this Agreement or taken pursuant to the provisions of
this Agreement duly certified by its Secretary or by its Assistant Secretary.

19. FURTHER AGREEMENTS - 1934 ACT REPORTING. Within 15 days
after the Effective Date, 1997 Corp. shall file an appropriate Form 8-K Current
Report with respect to the Merger pursuant to the Securities Exchange Act of
1934, as amended. 1997 Corp. shall thereafter file such audited and other
financial statements pursuant to the requirements of Form 8-K, such financial
statements to be filed within the time period set forth in Form 8-K.

20. LIMITATION OF LIABILITY. The representations and
warranties made by any party to this Agreement are intended to be relied upon
only by the other parties to this Agreement, and by no

<PAGE>

other person. Nothing contained in this Agreement shall be deemed to confer upon
any person not a party to this Agreement any third party beneficiary rights or
any other rights of any nature whatsoever, and only to the extent expressly
referred to herein.

21. FURTHER INSTRUMENTS AND ACTIONS. Each party shall deliver
such further instruments and take such further action as may be reasonably
requested by any other in order to carry out the intents and purposes of this
Agreement.

22. GOVERNING LAW. This Agreement is being delivered and is
intended to be performed in the State of Florida and shall be construed and
enforced in accordance with the laws of such State, except to the extent that
the laws of the State of Delaware shall be applicable to corporate matters.

23. NOTICES. All notices or other communications to be sent by
any party to this Agreement to any other party to this Agreement shall be sent
by certified mail, nationwide overnight delivery service or by personal delivery
to the addresses hereinbefore designated, or such other addresses as may
hereafter be designated in writing by a party.

24. BINDING AGREEMENT. This Agreement represents the entire
agreement among the parties hereto with respect to the matters described herein
and is binding upon and shall inure to the benefit of the parties hereto and
their legal representatives, successors and permitted assigns. This Agreement
may not be assigned and, except as stated herein, may not be altered or amended
except in writing executed by the party to be charged.

25. COUNTERPARTS. This Agreement may be executed in
counterparts, all of which, when taken together, shall constitute the entire
Agreement.

<PAGE>

26. SEVERABILITY. The provisions of this Agreement shall be
severable, so that the unenforceability, validity or legality of any one
provision shall not affect the enforceability, validity or legality of the
remaining provisions hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have made and executed
this Agreement as of the day and year first above written.

ANDRX CORPORATION

By: /S/ SCOTT LODIN
------------------------------------------
- ------------------------------ Scott Lodin, Vice President and
General Counsel

CYBEAR, INC.

By: /S/ SCOTT LODIN
------------------------------------------
- ------------------------------ Scott Lodin, Vice President and
General Counsel

1997 CORP.

By: /S/ JUDITH S. HASELTON
------------------------------------------
- ------------------------------ Judith S. Haselton, President

CYBEAR CAPITAL CORP.

By: /S/ JUDITH S. HASELTON
------------------------------------------
- ------------------------------ Judith S. Haselton, President

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form
SB-2, Post-Effective Amendment No. 2, of our report dated February 28, 1998
relating to the 1997 financial statements of 1997 Corp.

We also consent to the reference to our Firm under the caption
"Experts".

PricewaterhouseCoopers LLP
Certified Public Accountants

New York, New York
July 27, 1998

EXHIBIT 23.4

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida
July 28, 1998.