1997 CORP, POS AM, 1998-10-20

1997 CORP
POS AM, 1998-10-20
BLANK CHECKS

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As filed with the Securities and Exchange Commission on October 20, 1998

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

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

POST-EFFECTIVE AMENDMENT NO. 4 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 OCTOBER 20, 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.

CyBear is in the development stage and since its inception in 1997,
CyBear has been engaged primarily in product development activities. As
CyBear anticipates that its products will be introduced in 1999, those products
have not yet proven to be commercially viable. As a result, CyBear has no
relevant operating history upon which an evaluation of its performance and
prospects can be made.

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. 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 INVESTORS WHO CAN AFFORD TO
ABSORB A TOTAL LOSS AND HAVE NO NEED FOR IMMEDIATE RETURN ON THEIR INVESTMENT.

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
October __, 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; and

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

In addition to the requirements under Rule 419, the Board of Directors
has imposed the additional condition that holders of 51% of the shares of Common
Stock held by the Public Investors has approved the acquisition of a Target
Business prior to release of the Deposited Funds.

The directors and officers of 1997 Corp. also have agreed to vote all
of their respective shares of 1997 Corp. in accordance with the vote of the
non-affiliated Public Investors with respect to a Business Combination.

<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 electronically
communicate the information they have obtained or produced to the other
components within the system. Instead, Providers are forced to communicate using
paper and telephone, which is inefficient, costly and error-prone. While each
component is generally computerized, limited progress has been made towards
connecting the computer systems of healthcare components together so that they
can electronically communicate with each other in a convenient, secure and
effective manner ("Universal Connectivity").

Universal connectivity, as envisioned by CyBear, is more than an E-mail
system that allows one user to select files that it wants to attach and forward
to the other users of the system. Rather, it is a system that allows the
information in that selected file to be downloaded directly into that user's
computer systems in a usable format. Universal Connectivity allows PPMs, MCOs
and physician organizations (collectively, "Providers") to electronically
communicate with their contracted physician or provider networks and thereby
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 intends to capitalize 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.

The CyBear system 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 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

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 is a reverse acquisition transaction and 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.

CAUTION TO PUBLIC INVESTORS

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

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:

FOR THE PERIOD FROM
MARCH 17, 1997 FOR THE SIX MONTHS
(INCEPTION) TO ENDED JUNE 30,
DECEMBER 31, 1997 1998
----------------- ----
(Unaudited)
<S> <C> <C>
Revenues $ 1,362 $ 1,326
Net loss $ (58,031) $ (10,070)
Basic and diluted net loss per
share $ (2.05) $ (.22)
Weighted average shares
outstanding 28,333 45,000

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA:
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
(Unaudited)

<S> <C> <C>
Working capital $ 141,949 $ 152,019
Total assets $ 173,766 $ 152,426
Total liabilities $ 31,817 $ 407
Redeemable shareholders' equity $ 141,949 $ 152,019

</TABLE>

CYBEAR

STATEMENT OF OPERATIONS DATA:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
CUMULATIVE FROM FOR THE PERIOD FROM FOR THE SIX FEBRUARY 5,
FEBRUARY 5, 1997 FEBRUARY 5, 1997 MONTHS ENDED 1997 (INCEPTION) TO
(INCEPTION) TO (INCEPTION) TO JUNE 30, JUNE 30,
JUNE 30, 1998 DECEMBER 31, 1997 1998 1997
-------------- ----------------- ------------- -------------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 95,927 $ 95,927 $ -- $ 79,684
Net loss $ (2,969,275) $ (1,558,569) $ (1,140,706) $ (539,285)
Basic and diluted net loss
per share $ (0.23) $ (0.12) $ (0.11) $ (0.04)
Basic and diluted weighted
average shares of common
stock outstanding 12,850,372 12,768,303 13,000,000 12,625,890
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA:
JUNE 30, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
Working capital deficit $ (2,880,003) $ (1,378,412)
Total assets $ 493,735 $ 395,456
Total liabilities $ 2,910,946 $ 1,410,119
Shareholders' deficit $ (2,417,211) $ (1,014,663)
</TABLE>

PROFORMA 1997 CORP.

STATEMENT OF OPERATIONS DATA:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FEBRUARY 5, 1997 FOR THE SIX MONTHS ENDED
(INCEPTION) TO JUNE 30,
DECEMBER 31, 1997 1998
----------------- --------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 95,927 $ -
Net loss $ (1,616,600) $ (1,420,776)
Basic and diluted net loss per share $ (0.12)(a) $ (0.11)(a)
Basic and diluted weighted average 13,265,306 (a) 13,265,306 (a)
shares of common stock outstanding
</TABLE>

<PAGE>

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
JUNE 30, 1998
--------------
(Unaudited)
<S> <C>
Working capital deficit $ (170,156)
Total assets $ 667,501
Total liabilities $ 357,865(b)
Shareholders' equity $ 309,636(c)
</TABLE>

(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
all periods 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 the Merger. 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, the law firm of Epstein Becker & Green,
P.C. represents 1997 Corp. in connection with the Merger. 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.

<PAGE>

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
Merger, 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.

CONTROL OF THE COMPANY

After consummation of the Merger, 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

Judith S. Haselton and Richard L. Campbell, directors and officers of
1997 Corp., acquired the 15,000 shares of restricted shares of Common Stock 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 at such time, if ever, that a market for 1997
Corp. securities develops. 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 Merger 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 Merger.

POSSIBLE LIQUIDATION OF 1997 CORP. IF NO BUSINESS COMBINATION

If 1997 Corp. does not effect a Business Combination by December 16,
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 the Merger by
December 16, 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.

NO 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. There can be no
assurance that there will be an active trading market for 1997 Corp.'s
securities following the completion of the Merger 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 the Merger may not be able to do so.

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. There can be no assurance that there will be an
active trading market for 1997 Corp.'s securities following the completion of
the Merger 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 the Merger may not be able to do so.

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

CyBear was organized in February 1997 and is still in the development
stage. Since its inception, CyBear has been engaged primarily in product
development activities. As CyBear anticipates that its products will be
introduced in 1999, those products have not yet proven to be commercially
viable. As a result, CyBear has no relevant operating history upon which an
evaluation of its performance and prospects can be made. CyBear has not
generated any meaningful revenues, and CyBear will not generate any meaningful
revenues until after CyBear successfully completes development and market
testing of its products. CyBear 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. CyBear has limited experience
in developing and commercializing software and Internet-based products and there
is limited information available concerning the potential performance of
CyBear's software or market acceptance of CyBear'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 CyBear's efforts will result in successful product
commercialization. See "Business."

ACCUMULATED DEFICIT

CyBear has incurred net losses since inception, and as of June 30,
1998 had an accumulated deficit of $2,629,275. CyBear does not expect to
recognize any significant revenues until 1999. In addition, CyBear intends to
continue to invest heavily in product development and marketing. As a result,
CyBear expects to continue to incur substantial operating losses for the
foreseeable future, and there can be no assurance that CyBear 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. As of June 30, 1998, such loans were $2,684,898. 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.
To satisfy this condition, in September 1998, Andrx agreed to loan CyBear an
additional $3,000,000, which will be funded prior to the consummation of the
Merger. This cash will be sufficient to fund CyBear's operations until early
1999. 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, CyBear may need to raise additional funds. CyBear's future
liquidity and capital requirements will depend upon numerous factors, including
the success of CyBear's proposed products and competing technological and market
developments. CyBear 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 CyBear, 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 CyBear's operating flexibility with
respect to certain business matters. If adequate funds are not available on
acceptable terms, CyBear 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 CyBear'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

CyBear has not yet completed third-party testing of the basic
connectivity product platform or the development or testing of certain system
enhancements. CyBear will be required to commit considerable time, effort and
resources to finalize such development and adapt its software to satisfy
specific requirements of potential

<PAGE>

customers. CyBear's planned ISP is still under development and is scheduled for
introduction in early 1999. 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 CyBear 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 CyBear believes
that its initial basic connectivity product platform performs the principal
functions for which it has been designed, CyBear 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 CyBear's software may contain
errors which become apparent subsequent to commercial use. Remedying such errors
could delay CyBear'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 CyBear's limited operating history and the emerging
nature of the products and markets in which CyBear expects to compete, CyBear's
historical financial data is of limited value in planning future operating
expenses. Accordingly, CyBear's expense levels are based in part on its
expectations concerning future revenues and are fixed to a large extent. CyBear
may be unable to adjust spending in a timely manner to compensate for any
unexpected shortfall in revenues. Further, CyBear's quarterly operating results
may fluctuate significantly in the future as a result of a variety of factors,
some of which are outside CyBear's control. These factors include the level of
demand for its ISP; the ability of CyBear to timely release its connectivity
products and their market acceptance, CyBear's ability to attract and retain
personnel with the necessary strategic, technical and creative skills required
to develop and service CyBear's customers; the amount and timing of capital
expenditures and other costs relating to the expansion of CyBear's operations;
the introduction of new products or services by CyBear 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
CyBear's operating results may fall below market expectations.

INTELLECTUAL PROPERTY RISKS; PENDING INFRINGEMENT CLAIM

CyBear 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, CyBear 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, although no patents have been issued.
There can be no assurance that the steps taken by CyBear to protect its
proprietary rights will be adequate or that third parties will not infringe or
misappropriate CyBear's patents (if and when issued), copyrights, trademarks and
similar proprietary rights, or that CyBear will be able to detect unauthorized
use and take appropriate steps to enforce its rights. In addition, although
CyBear 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 CyBear. 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 CyBear, Andrx, and
certain directors, officers and employees of CyBear 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. CyBear 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, CyBear and Andrx filed
a complaint against Medix and Cymedix in Broward County Circuit Court 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. Issue has been joined and the parties have commenced
discovery proceedings. CyBear and Andrx intend to vigorously prosecute their
complaint, which seeks 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. Cymedix is seeking treble damages
totaling $396 million. CyBear and Andrx have moved in the Broward County Circuit
Court, where the defamation suit is pending, to enjoin Medix and Cymedix from
prosecuting their Hillsborough County suit on the ground that the allegations of
their complaint in that suit are in the nature of a compulsory counterclaim that
should be asserted, if at all, in the previously filed defamation suit. In
addition, CyBear and Andrx have moved in the Hillsborough County Circuit Court
for an order dismissing the Medix/Cymedix complaint for legal insufficiency, or,
alternatively, transferring the suit to the Broward County Circuit Court. The
Hillsborough County Circuit Court has deferred ruling on this motion until after
the court before whom the defamation suit is pending renders a decision on the
motion by CyBear and Andrx to enjoin Medix and Cymedix from prosecuting their
Hillsborough County action. CyBear 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 CyBear will prevail in this litigation or that an adverse
outcome would not have a material adverse effect on CyBear's business plan and
financial position. See "Business--Legal Proceedings."

<PAGE>

COMPETITION

Both the ISP market and the management applications market in which
CyBear intends to operate are extremely competitive, and CyBear expects
competition in these markets to intensify in the future. CyBear 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. CyBear's prospective competitors
include many large companies that have substantially greater market presence and
financial, technical, marketing and other resources than CyBear. CyBear believes
that there are many web sites that provide much of the substantive information
to be provided on CyBear's ISP, 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 software products similar to
CyBear's connectivity products, which are software products designed to permit
incompatible computer systems to exchange data. If competing products are
introduced, they could materially and adversely affect CyBear's business,
results of operations and financial condition. CyBear 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 CyBear's services; the pricing policies of CyBear, its competitors
and its suppliers; and industry and general economic trends. There can be no
assurance that CyBear 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, CyBear 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 CyBear will not experience
difficulties that could delay or prevent the successful development and
introduction of its healthcare communications products and services. CyBear's
inability to respond to technological changes in a timely and cost-effective
manner could have a material adverse effect on CyBear'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
CyBear's operating results.

DEPENDENCE ON KEY PERSONNEL

CyBear'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 CyBear's
relatively early stage of development,

<PAGE>

CyBear is dependent on retaining and motivating highly qualified personnel,
especially its senior management. CyBear 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
CyBear. 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 CyBear. CyBear believes, however, that these
laws and regulations may nonetheless be applied to its healthcare communications
business. Accordingly, CyBear's 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, CyBear 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 CyBear will be able to
effectively manage expansion of its operations, or that CyBear's facilities,
systems, procedures or controls will be adequate to support CyBear's operations.
The inability of CyBear to manage future growth effectively would have a
material adverse effect on CyBear.

EMERGING MARKET FOR CYBEAR'S SERVICES

CyBear 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 CyBear's

<PAGE>

products and services will develop or that demand for CyBear'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 CyBear's services do
not achieve or sustain market acceptance, CyBear'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

CyBear may derive revenue from the sale of advertisements on its Web
sites. CyBear'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 CyBear's Web sites and CyBear'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, CyBear's business, results of operations and
financial condition would be materially adversely affected.

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

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

CyBear'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. CyBear
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 CyBear to protect customer transaction data. If any such
compromise of CyBear's security were to occur it could have a material adverse
effect on CyBear's business, results of operations and financial condition. A
party who is able to circumvent CyBear's security measures could misappropriate
proprietary information or cause interruptions in CyBear's operations. CyBear
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 CyBear or third party contractors involve the
storage and transmission of proprietary information, such as credit card
numbers, security breaches could expose CyBear to a risk of loss or litigation
and possible liability. There can be no assurance that CyBear's security
measures will prevent security breaches or that failure to prevent such security
breaches would not have a material adverse effect on CyBear'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 CyBear 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, CyBear could be
subject to liability with respect to content that may be accessible through
CyBear's web sites or third party web sites linked from CyBear's web sites.
Although CyBear carries general liability insurance, CyBear'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 CyBear 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 CyBear's business, results of operations and financial condition.

<PAGE>

DEPENDENCE ON NETWORK INFRASTRUCTURE AND THIRD PARTY NETWORK PROVIDERS

The future success of CyBear's ISP business will depend on the
capacity, reliability and security of CyBear's network infrastructure. CyBear
does not intend to construct its own network but will instead contract with
third parties to provide this network infrastructure. CyBear is conducting
negotiations with several potential providers and believes that sufficient
network capacity is readily available from the major telecommunications
companies and CyBear intends to enter into agreements with mulitple suppliers
to best meet its needs. 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 CyBear on the Internet. Poor
network performance could cause members to terminate use of CyBear's services.
There can be no assurance that CyBear 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 CyBear will provide Internet
access on a non-exclusive basis. CyBear 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 CyBear will enter into any such agreements to provide
network access to CyBear 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 CyBear on commercially
reasonable terms, or CyBear's inability to secure alternative POP arrangements,
if necessary, would limit CyBear's ability to provide Internet access to its
members, which would, in turn, have a material adverse effect on CyBear.

DEPENDENCE ON TELECOMMUNICATIONS CARRIERS AND OTHER SUPPLIERS

CyBear 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. CyBear's suppliers and
telecommunications carriers also sell or lease services and products to CyBear's
competitors. There can be no assurance that CyBear's suppliers and
telecommunications carriers will not enter into exclusive arrangements with
CyBear's competitors or otherwise stop selling or leasing their services or
products to CyBear, which events could have a material adverse effect on CyBear.
Failure of any of CyBear's suppliers to provide services and equipment in the
quantities, at the quality levels or at the times required by CyBear, or an
inability by CyBear to develop alternative sources of supply could materially
adversely affect CyBear's ability to effectively support the growth of its
member base in a timely manner would increase its costs of expansion. The
Company does not expect to be dependent on any one supplier except BellSouth,
the local telephone company in Florida, where CyBear's facilities are located,
to connect its main network to its telecommunications suppliers.

GOVERNMENT REGULATION OF INTERNET COMMUNICATIONS

CyBear 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.
CyBear 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 CyBear 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 CyBear.

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"). CyBear utilizes software, computer technology
and other services provided by third-party vendors that may not be Year 2000
Phenomenon ready. CyBear may also be indirectly dependent on the institutions
involved in processing CyBear's members' credit card payments for CyBear's
services. CyBear 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, CyBear 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. CyBear
has assessed its proprietary software and systems and has determined them to be
Year 2000 Phenomenon ready. Management anticipates that CyBear'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 CyBear and its third-party
vendors to be Year 2000 Phenomenon ready could have material adverse effect on
CyBear. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<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 November 19, 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 25, 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). The last condition was satisfied in September
1998 through a $3,000,000 loan commitment from Andrx. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources" for a description of the loan terms.

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.

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> <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.

The Merger Agreement provides that Andrx is obligated to pay 1997 Corp.
a $50,000 termination fee if the Merger is not consummated by October 15, 1997
for any reason other than the failure of 1997 Corp. shareholders to approve the
Merger or a material breach of te Merger Agreement by 1997 Corp. 1997 Corp. has
extended this condition through December 16, 1998.

<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. of which
$14,950 were capitalized. The founding shareholders of 1997 Corp., 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. As Common Stock will be used as consideration
to effect the Merger, the balance of the net proceeds from the offering not
theretofore expended will be used to finance the operations of CyBear after the
Merger. No cash compensation will be paid to any officer or director in their
capacities as such. Further, such persons will resign as officers of 1997 Corp.
upon the closing of the Merger.

<PAGE>

At June 30, 1998, 1997 Corp.'s current assets were $173,766, while
current liabilities were $31,817.

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 June 30, 1998, CyBear incurred a net loss of
$2,969,275 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 CyBear's future
operations until CyBear 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 still under development and is expected to be introduced in the
first quarter of 1999. There can be no assurance that CyBear 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 electronic prescription information from
physician to pharmacy to MCO instead of by paper. 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.

With respect to the ISP, CyBear expects that it will provide access to
the ISP to physicians through PPMs and MCOs and that its revenue will be
generated through connection fees, advertising by pharmaceutical companies and
other suppliers of medical products and by content providers such as insurance
companies, medical publications and journals. With respect to its connectivity
products, CyBear's customers are expected to be pharmacies and MCOs and that the
primary source of revenues will be transaction fees for the electronic
transmission of prescriptions.

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
June 30, 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 SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE PERIOD FROM FEBRUARY 5,
1997 (INCEPTION) TO JUNE 30, 1997

CyBear had no revenues for the six months ended June 30, 1998. Revenues
were $79,684 for the period from February 5, 1997 (inception) to June 30, 1997
and consisted of software development services rendered to Andrx.

<PAGE>

Operating expenses were $1,331,058 for the six months ended June 30,
1998 and consisted of $950,287 in software development costs and $380,771 in
general and administrative expenses. Operating expenses were $618,506 for the
period from February 5, 1997 (inception) to June 30, 1997 and consisted of
$568,506 of software development costs and $50,000 of general and administrative
expenses.

Interest expense was $79,648 for the six months ended June 30, 1998.
Interest expense was $463 in the period from February 5, 1997 (inception) to
June 30, 1997. Interest expense represents interest on advances from Andrx to
fund CyBear's operations.

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 June 30, 1998, the Company
has incurred a net loss of $2,969,275 and has been dependent upon funding from
Andrx. As of June 30, 1998, CyBear owed Andrx $2,684,898. As of June 30, 1998,
the Company had $4,678 in cash and a working capital deficit of $2,880,003.

Net cash used in operating activities from February 5, 1997 (inception)
through June 30, 1998 was $2,674,224 and was primarily attributable to CyBear's
loss from operations offset by accounts payable and accrued payroll and employee
benefits.

Net cash used in investing activities from February 5, 1997 (inception)
through June 30, 1998 was $535,996. The Company invested $375,996 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 June 30, 1998 was $3,214,898 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 $2,577,029 from Andrx to fund its operations.
The advances bear interest at prime (8.5% at June 30, 1998) plus 1/2% and will
be contributed as additional paid-in capital to the Company upon consummation of
certain transactions, including but not limited to, a merger.

Andrx and CyBear have entered into a credit agreement with respect to
Andrx's funding obligations to CyBear. The credit agreement provides that Andrx
will continue to fund CyBear's operations until CyBear is in a position to raise
at least $4,000,000 on its own (whether through debt or equity) or 12 months
from the consummation of the Merger, whichever date is earlier (the "Maturity
Date"). To satisfy the condition contained in the Merger Agreement, the credit
agreement requires Andrx to fund $3,000,000 on Cybear's demand. Interest will
accrue on the unpaid principal amount from the date of borrowing until the
principal amount is repaid in full, at an annual interest rate equal to the
prime rate plus 1/2%. The principal amount and all interest thereon will be paid
to Andrx on the Maturity Date or at such other time and manner as the parties
hereto agree, in writing.

<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 in Broward County Circuit Court 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.
Issue has been joined and the parties have commenced discovery proceedings. The
Company and Andrx intend to vigorously prosecute their complaints, which seeks
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 in Hillsborough County Circuit Court,
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 have moved in the Broward
County Circuit Court, where the defamation suit is pending, to enjoin Medix and
Cymedix from prosecuting their Hillsborough County suit on the ground that the
allegations of their complaint in that suit are in the nature of a compulsory
counterclaim that should be asserted, if at all, in the previously filed
defamation suit. In addition, the Company and Andrx have moved in the
Hillsborough County Circuit Court for an order dismissing the Medix/Cymedix
complaint for legal insufficiency, or alternatively, transferring the suit to
the Broward County Circuit Court. The Hillsborough County Circuit Court has
deferred ruling on this motion until after the court before whom the defamation
suit is pending renders a decision on the motion by CyBear and Andrx to
enjoin Medix and Cymedix from prosecuting their Hillsborough County action.
CyBear 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 CyBear will
prevail in this litigation or that an adverse outcome would not have a material
adverse effect on CyBear.

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. Since February 5, 1997
(inception) through June 30, 1998, CyBear has been dependent upon funding from
Andrx. As of June 30, 1998, CyBear owed Andrx $2,684,898. CyBear had no revenues
for the six months ended June 30, 1998 and does not anticipate generating any
substantial revenue in 1998. In September 1998, Andrx agreed to provide CyBear
with $3,000,000 of cash through a loan prior to the consummation of the Merger.
It is anticipated that such amount will be sufficient to fund CyBear's
operations into the first quarter of 1999. Substantially all of such funds will
be used for product development and marketing. 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. Additional funding may not be available when required or may
not be available on terms favorable to the Company, if at all. Based on Andrx's
most recent financial statements, CyBear believes that Andrx currently has the
resources to fund CyBear's cash requirements for at least the next 12 months.

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

<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).

CyBear has not yet quantified the impact of adopting SFAS No. 133 on
its financial statements and has not determined the timing of or method of its
adoption of SFAS No. 133.

<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. Instead, Providers are forced to communicate using
paper and telephone, which is inefficient, costly and error-prone. While each
component is computerized, limited progress has been made towards connecting the
healthcare components together so that they can electronically communicate with
each other in a convenient, secure and effective manner ("Universal
Connectivity").

Universal connectivity, as envisioned by CyBear, is more than an E-mail
system that allows one user to select files that it wants to attach and forward
to the other users of the system. Rather, it is a system that allows the
information in that selected file to be downloaded directly into that user's
computer systems in a usable format. Universal Connectivity allows Providers to
electronically communicate with their contracted physician or provider networks
and thereby 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 intends to capitalize 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.

The CyBear system 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 patient's 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 have been designed to 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. CyBear
intends to market its connectivity products to users of CyBearNet.

<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.

CyBearNet is still under development by CyBear's in-house development
team and the outside consultants and is expected to be completed and released in
early 1999. CyBear is also negotiating with all of its intended initial content
providers, including news sources, credentialing organizations, insurance
providers and information providers, and expects that it will be able to secure
agreements with these providers by the end of 1998, although there can be no
assurance that it will enter into any such agreements or that they will be on
favorable terms.

CyBear is also negotiating agreements with several organizations
pursuant to which those organizations will recommend or require their physician
membership to either purchase or utilize CyBearNet and later, CyBear's
applications.

Assuming that it has completed development, and acquired sufficient
content and users, CyBear expects to commence its marketing of CyBearNet in the
first quarter of 1999. Like other ISPs, CyBear will enroll users at little or no
initial charge. Instead, users will pay a monthly connection fee by the network
interface (i.e., AT&T, MCI or other similar company) with whom CyBear has
contracted, and that organization will pay CyBear a portion of that monthly fee.
CyBear also expects to realize revenues from the sale of advertising on
CyBearNet to pharmaceutical and medical product and service companies, and from
fees charged to content providers. CyBear expects to begin recognizing revenues
in the first quarter of 1999, but there can be no assurance as to the timing or
amount of such revenues.

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 is designed to
provide on-line real time communication and data interchange between the members
of the Healthcare Community, notwithstanding their different information
systems. These software products are designed to assist HealthCare Providers to
achieve 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 expects to complete
the initial version of CyBear Rx, its first connectivity product, and to
commence a beta test thereof in the fourth quarter of 1998. This test will
utilize a limited number of physicians who are members of large HMOs or PPMs and
several affiliated pharmacies, and is expected to last three to six months. If
the beta test is successful, of which there can be no assurance, CyBear will
commence a controlled release of the first commercial version to additional
physicians affiliated with those same HMOs and PPMs and pharmacies. CyBear may
start recognizing revenues from this product in late 1999 if the Beta test is
successful. There can be no assurance as to the timing or number of copies of
this software that will be installed by potential users or the amount of revenue
that will be derived from this software.

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 may allow CyBear to bypass
certain 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. In parallel with the ISP service, CyBear will be marketing
and installing its first connectivity product, CyBear Rx, an 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.

CyBear's current intention is to distribute its connectivity product
software to potential physician users at little or no cost. CyBear expects that
its primary source of revenues from these products will be transaction
transmission fees payable by pharmacies and other similar providers.

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. CyBear has recently hired a business
development team to both market the Company's products to potential customers
and users and to obtain advertising for CyBearNet.

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.

CyBear has entered into a three year agreement with The IPA Association
of America ("TIPAAA") pursuant to which CyBear has become the preferred ISP and
Internet business applications of TIPAAA and its members and a corporate sponsor
of TIPAAA. TIPAAA has 840-member independent practice organizations (IPAs)
throughout the United States and provides services to over 250,000 physicians
that belong to those IPAs. The agreement requires CyBear to make three annual
payments of $100,000 and after the consummation of the Merger to issue an option
to purchase up to 100,000 shares of CyBear Common Stock at an exercise price of
$3.00 per share. These options will vest and become exercisable at the rate of
one share for every two TIPAAA physicians that become a CyBearNet subscriber for
at least three months by or through TIPAAA's efforts. CyBear will also provide
special promotions to TIPAAA members allowing them to obtain certain CyBearNet
subscriber services at discounted rates.

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 first
quarter of 1999 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.

The CyBear system will collect therapeutic, diagnostic, referral,
prescribing, utilization, and quality data essential to the management process
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 assist healthcare organizations in managing
successful outcomes.

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 will offer pharmacy operations two important benefits; reduced
administrative cost per prescription, and access to unique data points. Since
the use of CyBear technologies will prospectively manage prescriptions for drug
utilization review 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.

In anticipation of the release of the CyBear connectivity products,
CyBear has begun entering into license agreements to grant access to use its
products in order to transmit or receive electronic and fax prescriptions and
related information. These agreements generally require the user to pay CyBear a
fixed fee for each transmitted prescription or referral. CyBear anticipates that
the primary source of its revenue from the connectivity products will be through
these transaction transmission fees and not from the sale or licensing of its
products.

<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. CyBear currently employs a five-person project
management team and has twelve programmers. The Company's development expenses
through June 30, 1998 were approximately $2,450,000.

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 be 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 potential 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 proposed 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

46
<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. There can be no assurance that these or other
applications will result in issued patents or copyrights. 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 in Broward
County Circuit Court, in a matter entitled Andrx Corporation and CyBear, Inc.
vs. Medix Resources, Inc. and Cymedix Lynx Corporation, 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. Issue has been joined and the parties have commenced discovery
proceedings. The Company and Andrx intend to vigorously prosecute their
complaint, which seeks 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 in Hillsborough
County Circuit Court, in a matter entitled Medix Resources, Inc. vs. Andrx
Corporation, CyBear, Inc., Alan Cohen, Elliot Hahn and Jerry Cazzell, 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. CyBear and Andrx have moved in the Broward County Circuit Court,
where the defamation suit is pending, to enjoin Medix and Cymedix from
prosecuting their Hillsborough County suit on the ground that the allegations of
their complaint in that suit are in the nature of a compulsory counterclaim that
should be asserted, if at all, in the previously filed defamation suit. In
addition, CyBear and Andrx have moved in the Hillsborough County Circuit Court
for an order dismissing the Medix/Cymedix complaint for legal insufficiency, or,
alternatively, transferring the suit to the Broward County Circuit Court. The
Hillsborough County Circuit Court has deferred ruling on this motion until after
the court before whom the defamation suit is pending renders a decision on the
motion by CyBear and Andrx to enjoin Medix and Cymedix from prosecuting their
Hillsborough County action. 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. However, there can be no
assurance that CyBear will prevail in this litigation or that an adverse outcome
would not have a material adverse effect on CyBear's business plan and financial
position.

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. In
September 1998, CyBear entered into a lease for 18,400 square feet of space in
Boca Raton, Florida to house its corporate headquarters and network systems.
This facility is located in a high-technology office park and includes a
state-of-the-art power and communications infrastructure that will be adequate
for CyBear's needs for the foreseeable future. The lease provides for annual
rent of $230,000 and has a five-year term commencing when the space is completed
with one five-year renewal option at market rates. Until the space is completed,
CyBear will temporarily occupy 2,750 square feet of space at the same facility
at a monthly rate of $1,250. CyBear will vacate both the temporary space and the
Andrx space when the new space is ready for occupancy. CyBear has adequate
insurance at the time it occupies these premises.

EMPLOYEES

As of September 11, 1998, CyBear had 41 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>
<CAPTION>
NAME AGE POSITION(S) HELD
----- --- ----------------
<S> <C> <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. From 1992 to 1996 he was associated with the law firm of Campbell and
Fleming, P.C., as a partner from 1992 to 1995 and of counsel from 1995 until the
firm dissolved at the end of 1996. 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 Merger.

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

NAME AGE POSITION(S) HELD
---- --- ----------------
<S> <C> <C>
Alan P. Cohen 43 Director
John H. Klein 52 Chairman and Director
Edward E. Goldman, M.D. 53 President, Chief Executive Officer
and Director
Debra S. Richman 40 Executive Vice President-Business
Development
Scott Lodin 42 Vice President, General Counsel,
Secretary and Director
Angelo C. Malahias 36 Vice President and Chief Financial
Officer
</TABLE>

- --------

<PAGE>

ALAN P. COHEN was the Chairman and a director of CyBear from February
5, 1997 (inception) to August 31, 1998, when he resigned as Chairman upon John
Klein's assuming such position. He remains a director of CyBear. 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 became the Chairman and a director of CyBear on 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. became the President and Chief Executive
Officer of CyBear on 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.

DEBRA RICHMAN joined CyBear as Executive Vice President--Business
Development in August 1998. From 1996 to 1998, Ms. Richman was the Executive
Vice President/Marketing for PhyMatrix Corporation, a national physician
practice management company. From 1994 to 1996 she was the Executive Vice
President/Chief Operating Officer of CompreMedx Medical Management, Inc., a
start-up physician management company. From 1989 to 1994 she had various
positions with Caremark International (previously Baxter International),
including as Vice President, Physician Networks and Vice President, Business
Development, Orthopedic Services. Ms. Richman is also a vice president and
director of TIPAAA, which has an agreement with CyBear, as disclosed under
"Business--Marketing." Ms. Richman lectures frequently to various segments of
the healthcare industry on topics including physician integration and
consolidation, emerging delivery systems and new partnerships in the healthcare
marketplace.

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 Pharmaceuticals, Inc., 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>

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

CyBear has entered into a five-year employment agreement with Edward
Goldman, M.D. pursuant to which he serves as CyBear's President and Chief
Executive Officer effective as of August 24,1998. The agreement provides for an
annual salary of $250,000 during the first two years and $300,000 for the
remaining three years. Dr. Goldman is entitled to receive an annual bonus of at
least 25,000 options to purchase CyBear Common Stock on each anniversary of his
employment. The agreement may be renewed for additional two-year periods upon
the agreement of the parties.

The agreement also provides that Dr. Goldman will continue to receive
his salary until the expiration of the term of the employment agreements if his
employment is terminated by the Company for any reason other than death,
disability or "good cause" (as defined in the agreement) or by Dr. Goldman by
reason of a material breach of the agreement by CyBear, then Dr. Goldman will be
entitled to receive the full compensation to which he would otherwise be
entitled under the agreement as if he had not so terminated his employment and
was continuing to serve as an employee thereunder for the full term of the
agreement, payable in a single lump sum distribution in cash or in equivalent
marketable securities of Andrx (without any present value adjustment) on the
date of such termination.

In the event Dr. Goldman's employment with CyBear is terminated within
six months following a "Change in Control" of CyBear, then CyBear will pay him
on the date of such termination a single lump sum distribution (without any
present value adjustment) equal to his salary for the remaining term of the
agreement. Notwithstanding the foregoing, Dr. Goldman's employment will not be
deemed terminated if, in lieu of his position with CyBear, Andrx or any other
entity owned or controlled by Andrx offers him a replacement position, where he
will perform similar executive duties and will receive a compensation package at
least equal to the one set forth in the agreement; provided, however, that he is
not required be appointed as president and chief executive of any entity, but
rather that he shall continue to perform employment duties generally performed
by senior management personnel of an entity in the healthcare industry.

In recognition of the potential value of Dr. Goldman to CyBear and to
induce him to forego other employment opportunities, Andrx has agreed to issue
to Dr. Goldman upon payment of $50,000, either in cash or through a promissory
note, a warrant to purchase 650,000 shares of CyBear Common Stock (the
"Warrant"), representing five percent of the total issued and outstanding common
stock of CyBear on the date of the Merger Agreement. In order to exercise the
Warrant, Dr. Goldman is required to pay to Andrx $1,950,000 in the form of cash
or a non-recourse promissory note in favor of Andrx, which note will bear
interest at the lowest rate of interest imputed by the Internal Revenue Service
on the date of execution of that note ("Note"). The Note will be secured by a
pledge of Employee's rights, title and interest in and to the stock underlying
the Warrant. The principal and any interest due under the Note will be payable
to Andrx at the time of maturity of the Note, which is the earlier of either:
(i) five years from the date of issuance of the Warrant, or (ii) the date of any
sale, merger or similar transaction involving CyBear in which CyBear is not the
surviving entity and in which Dr. Goldman receives either cash or securities
which can readily be liquidated on the open market. The stock to be issued
pursuant to the exercise of the Warrant includes piggyback registration rights.

The Warrant is exercisable commencing on the date Andrx's ownership
percentage in CyBear is less than 80% or August 31, 2000, whichever is sooner
(the "Warrant Exercise Date"). The Warrant shall be exercisable for a period of
three years after the Warrant Exercise Date, provided (i) Dr. Goldman has not
previously resigned his position as the President and Chief Executive Officer of
CyBear, and (ii) his position as the President and Chief Executive Officer of
CyBear was not terminated for Good Cause. In addition, if, by the date the Note
matures (the "Termination Date"), the collective value of the Warrant (or the
stock underlying same; "net" of the amounts required to acquire such Warrant or
stock) and the options in Andrx stock for the 30 day period immediately
preceding the Termination Date (the "Measuring Value") do not equal or exceed a
designated value, then Andrx may be required to make an additional payment to
Dr. Goldman.

In addition, Andrx will issue to Dr. Goldman stock options for 20,000
shares of Andrx common stock having an exercise price, per share, of the fair
market value of Andrx stock at the close of business on the date of grant.

CyBear has been negotiating an employment letter with Debra Richman who
has recently become Executive Vice President--Business Development. Following
are what are expected to be the material terms. There can be no assurance that
such terms will not be modified prior to execution. The letter provides for a
two-year term, a base salary of $160,000 and an $80,000 signing bonus that is
payable in eight $10,000 quarterly installments. Ms. Richman was also granted
options to purchase 100,000 shares of CyBear's common stock at an exercise price
of $3.00 per share under CyBear's 1997 Stock Option Plan. The options will vest
and become exercisable in two annual increments, as follows: two increments of
37,500 shares each will vest on the first and second anniversary of the
agreement and the remaining 25,000 options will vest and become exercisable only
if the agreement is renewed and then at the end of the first calendar year of a
renewal period.

In the event that Ms. Richman's employment by CyBear is terminated by
CyBear prior to the expiration of the initial two-year term for any reason that
does not constitute cause (as defined in the agreement), she will be entitled to
receive the balance of any unpaid base compensation for the remaining
portion of the initial term and any remaining unpaid portion of the signing
bonus, as well as any accrued entitlements, including any unused vacation,
unreimbursed business expenses. In addition in the event of such termination of
employment by CyBear for other than cause, CyBear will immediately vest
additional stock options.

Messrs. Cohen, Lodin and Malahias are employees of Andrx and do not
have employment agreements with CyBear. CyBear does not have any agreements,
plans or understandings to pay any cash compensation to Messrs. Cohen, Lodin and
Malahias for serving as directors or officers of CyBear. Messrs. Lodin and
Malahias spend approximately 20% of their time on CyBear matters.

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.

In granting options, the Committee considers current levels of
compensation, the need to provide incentives to particular employees, past
performance, comparison to employees at comparable companies holding similar
positions and CyBear's overall performance.

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.

In June 1998, Ms. Haselton and Mr. Campbell each loaned 1997 Corp.
$1,500 for 1997 Corp. to pay certain expenses. The loans are payable on demand
and bear interest at 7% per annum.

CYBEAR

Jerry Cazzell, a non-executive officer of CyBear, is entitled to
receive a 2% royalty of the net sales derived from CyBear's connectivity
products.

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 June 30, 1998 were $2,684,898. 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.

In September 1998, Andrx agreed to sell John Klein 333,333 shares of
CyBear Common Stock for $1 million or $3.00 per share. Andrx will use such
proceeds to fund its loan commitment to CyBear.

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" for a description of
a credit agreement and other funding obligations of Andrx to CyBear.

<PAGE>

DESCRIPTION OF SECURITIES

The Certificate of Incorporation of 1997 Corp. at the time of the
Merger will be the certificate of incorporation of the Surviving Corporation.

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 the Merger. 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 the Merger. The payment of dividends
subsequent to the consummation of the Merger 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 1999 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, beneficially by each person owning more than 5% of such common
shares and the directors and executive officers, and by all officers and
directors, as a group.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------- -------------------- ----------------
<S> <C> <C>
Andrx Corporation 12,536,667 94.5%

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 12,536,667 (1) 94.5%
John Klein 333,333 2.5%
Edward E. Goldman, M.D. -- --
Scott Lodin 12,536,667 (1) 94.5%
Angelo C. Malahias 12,536,667 (1) 94.5%
Debra Richman - -
All Officers and Directors as a Group
(6 persons) 12,536,667 (1) 94.5%

</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 (formerly Coopers & Lybrand L.L.P.), independent certified public
accountants, on the authority of that firm as experts in accounting and
auditing.

The Company's initial balance sheet at March 31, 1997 was audited by
Feldman Sherb Ehrlich & Co., P.C. (formerly Feldman Radin & Co., P.C.). On March
24, 1998, the Board of Directors of the company determined to engage Coopers &
Lybrand LLP (now PricewaterhouseCoopers LLP) to audit the financial statements
of the Company at December 31, 1997 and for the year then ended. From the
inception of the Company through the date of engagement of Coopers & Lybrand,
LLP, there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the former accountant, would have caused it to make references to the subject
matter of the disagreements in connection with its report.

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

56
<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, JUNE 30,
1997 1998
------------ ---------
(unaudited)
<S> <C> <C>
Cash $ 1,064 $ 1,078
Cash held in escrow 151,362 152,688
Capitalized acquisition costs 20,000
--------- ----------

Total assets $ 152,426 $ 173,766
========= ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable $ 407 $ 28,817
Notes payable to stockholders 3,000
--------- ----------
Total liabilities $ 407 $ 31,817
--------- ----------
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) (68,101)
--------- ----------
Total redeemable stockholders' equity 152,019 141,949
--------- ----------
Total liabilities and redeemable stockholders' equity $ 152,426 $ 173,766
========= ===========

</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, SIX MONTHS
1997 (DATE OF ENDED
INCEPTION) TO JUNE 30,
DECEMBER 31, 1997 1998
----------------- ------------
(UNAUDITED)
<S> <C> <C>
Interest income $ 1,362 $ 1,326
Expenses:
General and administrative expenses 59,393 11,396

Total expenses 59,393 11,396

$ (58,031) $ (10,070)
Net loss
================ ============

Basic and diluted net loss per share $ (2.05) $ (0.22)
================ ============

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 SIX MONTHS
FROM MARCH 17, ENDED
1997 (DATE OF JUNE 30,
INCEPTION) TO 1998
DECEMBER 31, 1997 (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (58,031) $ (10,070)
Adjustments to reconcile net cash used in operating activities:
Stock-based compensation expense (55,000)
Changes in assets and liabilities:
Accounts payable 407 8,410
---------------- -----------
Net cash used in operating activities (2,624) (1,660)
---------------- -----------
Cash flows from investing activities:
Payments to cash escrow reserve (151,362) (1,326)
---------------- -----------
Net cash used in investing activities (151,362) (1,326)
---------------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock 170,000 -
Payments of stock issuance costs (14,950) -
Shareholder Loans - 3,000
---------------- -----------

Net cash provided by financing activities 155,050 3,000
---------------- -----------
Net increase in cash and cash equivalents 1,064 14
---------------- -----------
Cash and cash equivalents, beginning of period - 1,064
---------------- -----------
Cash and cash equivalents, end of period $ 1,064 $ 1,078
================ ===========
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 June 30, 1998 and for the six
months ended June 30, 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 six months ended June 30, 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 June 30,
1998, the Company entered into an agreement to acquire CyBear, Inc.
for 13,000,000 shares of Common Stock.

The capitalized acquisition costs reflects the legal fees associated
with the CyBear transaction.

7. NOTES PAYABLE TO SHAREHOLDERS (UNAUDITED)

Each of the two stockholders made a $1,500 loan to the Company on June
30, 1998, bearing 7% interest and payable on demand, to provide capital
to the Company to pay certain expenses.

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

JUNE 30, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 4,678 $ 1,000
Prepaid expenses 26,265 30,707
--------------- --------------
Total current assets 30,943 31,707

Property and equipment, net 277,445 189,065

Software license, net 159,941 160,000

Other assets 25,406 14,684
--------------- ---------------

Total assets $ 493,735 $ 395,456
=============== ===============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 106,748 $ 64,813
Accrued payroll and employee benefits 119,300 76,533
Due to Andrx Corporation 2,684,898 1,268,773
--------------- --------------
Total current liabilities 2,910,946 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 539,064 530,906
Accumulated deficit (2,969,275) (1,558,569)
--------------- --------------
Total shareholders' deficit (2,417,211) (1,014,663)
--------------- --------------

Total liabilities and shareholders' deficit $ 493,735 $ 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 SIX MONTHS (INCEPTION) TO
JUNE 30, 1998 DECEMBER 31, 1997 ENDED JUNE 30, 1998 JUNE 30, 1997
-------------- ----------------- -------------------- --------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Software development services to
Andrx Corporation $ 95,927 $ 95,927 $ -- $ 79,684
------------- -------------- -------------- ------------

Operating expenses:
Software development 2,452,657 1,502,370 950,287 568,506
General and administrative 504,677 123,906 380,771 50,000
------------- -------------- -------------- ------------

Total operating expenses 2,957,334 1,626,276 1,331,058 618,506
------------- -------------- -------------- ------------

Loss from operations (2,861,407) (1,530,349) (1,331,058) (538,822)

Interest expense on due to
Andrx Corporation (107,868) (28,220) (79,648) (463)
------------- -------------- -------------- ------------

Net loss $ (2,969,275) $ (1,558,569) $ (1,410,706) $ (539,285)
============= ============== ============== ============

Basic and diluted net loss per share $ (0.23) $ (0.12) $ (0.11) $ (0.04)
============= ============== ============== ============

Basic and diluted weighted average
shares of common stock outstanding 12,850,372 12,768,303 13,000,000 12,625,890
============== ============== ============== ============

</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)
Options granted to
consultants (unaudited) -- -- -- -- 8,158 -- 8,158
Net loss (unaudited) -- -- -- -- -- (1,410,706) (1,410,706)
---------- --------- ------------ --------- ----------- ---------- -----------
BALANCE, JUNE 30, 1998
(unaudited) -- $ -- 13,000,000 $ 13,000 $ 539,064 $(2,969,275) $(2,417,211)
========== ========= ============ ========= =========== ========== ===========

</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 SIX MONTHS ENDED (INCEPTION) TO
JUNE 30, 1998 DECEMBER 31, 1997 JUNE 30, 1998 JUNE 30, 1997
-------------- ----------------- ------------------ --------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (2,969,275) $ (1,558,569) $(1,410,706) $(539,285)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization 98,610 51,470 47,140 20,296
Options granted to consultants 22,064 13,906 8,158 --
Change in operating assets and liabilities
Prepaid expenses (26,265) (30,707) 4,442 (41,879)
Other assets (25,406) (14,684) (10,722) (11,167)
Accounts payable 106,748 64,813 41,935 26,909
Accrued payroll and employee benefits 119,300 76,533 42,767 35,158
----------- ----------- ---------- --------
Net cash used in operating activities (2,674,224) (1,397,238) (1,276,986) (509,968)
----------- ----------- ---------- --------

Cash flows from investing activities:
Purchases of property and equipment (375,996) (240,535) (135,461) (181,739)
Purchase of software license (160,000) (160,000) -- --
----------- ----------- ---------- --------
Net cash used in investing activities (535,996) (400,535) (135,461) (181,739)
----------- ----------- ---------- --------

Cash flows from financing activities:
Proceeds from issuance of shares of common stock 500,000 500,000 -- 500,000
Proceeds from promissory note issued for purchase
of shares of convertible preferred stock 30,000 30,000 -- 7,500
Proceeds from due to Andrx Corporation 2,684,898 1,268,773 1,416,125 198,349
----------- ----------- ---------- --------
Net cash provided by financing activities 3,214,898 1,798,773 1,416,125 705,849
----------- ----------- ---------- --------

Net increase in cash 4,678 1,000 3,678 14,142
Cash, beginning of period -- -- 1,000 --
----------- ----------- ---------- --------
Cash, end of period $ 4,678 $ 1,000 $ 4,678 $ 14,142
=========== =========== ========== ========
</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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 June 30, 1998, the Company
has incurred a net loss of $2,969,275 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. As of June 30, 1998, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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. As of December 31, 1997, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 report 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 has not determined the timing of or method of its
adoption of SFAS No. 133.

UNAUDITED FINANCIAL STATEMENTS

The interim financial statements as of June 30, 1998, for the six
months ended June 30, 1998, for the period from February 5, 1997 (inception) to
June 30, 1997 and for the cumulative period from February 5, 1997 (inception) to
June 30, 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 six months ended June 30, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 1997

(3) PROPERTY AND EQUIPMENT, NET

Property and equipment is summarized as follows:
<TABLE>
<CAPTION>

JUNE 30, DECEMBER 31,
1998 1997
--------- ------------
(Unaudited)
<S> <C> <C>
Computer hardware and software $ 267,778 $ 164,410
Furniture and fixtures 96,894 73,408
Leasehold improvements 11,324 2,717
--------- ------------
375,996 240,535
Less: accumulated depreciation and amortization (98,551) (51,470)
--------- ------------
Property and equipment, net $ 277,445 $ 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
$1 million, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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>
<CAPTION>

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

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 SIX MONTHS ENDED JUNE 30,
1998 AND THE PERIOD FROM FEBRUARY 5, 1997
(INCEPTION) TO JUNE 30, 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. Accordingly, the Company and Andrx believe that the outcome of
this lawsuit will not be material to their results of operations and financial
positions. However, there can be no assurance that CyBear will prevail in this
litigation or that an adverse outcome would not have a material adverse effect
on CyBear.

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 reverse acquisition
transaction contemplated by the Acquisition Agreement is consummated and that
all of the 1997 Corp. stockholders accept the Acquisition Offer. The pending
transaction between 1997 Corp. and CyBear Inc. is accounted for as a purchase in
accordance with accounting principles generally accepted in the United States.

The following Unaudited Pro Forma Balance Sheet presents the pro forma
combined financial position of 1997 Corp. as of June 30, 1998 as if the pending
transaction between 1997 Corp. and CyBear, Inc. had been consummated as of June
30, 1998.

The following Unaudited Pro Forma Statements of Operations for the six
months ended June 30, 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

JUNE 30, 1998

PRO FORMA
1997 CORP. CYBEAR, INC. ADJUSTMENT 1997 CORP.
---------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ 1,078 $ 4,678 $ 152,688 (b) $ 158,444
Prepaid expenses -- 26,265 -- 26,265
----------- --------------- ----------- -------------
Total current assets 1,078 30,943 152,688 184,709

Shareholders escrowed funds 152,688 -- (152,688) (b) --

Property and equipment, net -- 277,445 -- 277,445

Software license, net -- 159,941 -- 159,941

Other assets 20,000 25,406 -- 45,406
----------- --------------- ----------- -------------

Total assets $ 173,766 $ 493,735 $ -- $ 667,501
=========== =============== =========== =============

LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 28,817 $ 106,748 $ 100,000 (g) $ 235,565
Accrued payroll and employee benefits -- 119,300 -- 119,300
Due to Andrx Corporation -- 2,684,898 (2,684,898) (a) --
----------- --------------- ----------- -------------
Total current liabilities 28,817 2,910,946 (2,584,898) 354,865
----------- --------------- ----------- -------------
Notes payable to stockholders 3,000 3,000
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 210,005 539,064 2,684,898 (a) 3,265,646
(220) (c)
(13,000) (d)
13,000 (e)
(100,000) (g)
(68,101) (f)
Accumulated deficit (68,101) (2,969,275) 68,101 (f) (2,969,275)
----------- --------------- ----------- -------------
Total shareholders' equity (deficit) 141,949 (2,417,211) 2,584,898 309,636
----------- --------------- ----------- -------------

Total liabilities and shareholders' equity $ 173,766 $ 493,735 $ -- $ 667,501
(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 -- 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
corporation -- (28,220) -- (28,220)
-------------- ------------- ----------- -------------

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 SIX MONTHS ENDED JUNE 30, 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 -- 950,287 -- 950,287
General and administrative 11,396 380,771 -- 392,167
--------------- ------------ ------------- -----------

Total operating expenses 11,396 1,331,058 -- 1,342,454
--------------- ------------ ------------- -----------

Loss from operations (11,396) (1,331,058) -- (1,342,454)

Interest income 1,326 -- -- 1,326
Interest expense on due to Andrx Corporation -- (79,648) -- (79,648)
--------------- ------------ ------------- -----------

Net loss $ (10,070) $ (1,410,706) $ -- $(1,420,776)
=============== ============ ============= ===========

Basic and diluted net loss per share $ (0.04) $ (0.11) $ (0.11) (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.

(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.

(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 all periods
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

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

OCTOBER __, 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 of 1997 Corp. *
3.2 --Bylaws of 1997 Corp. *
3.3 --Certificate of Incorporation of CyBear*
3.4 --Form of Amendment to Certificate of Incorporation 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. *
10.3 --Corporate Services Agreement between CyBear and Andrx Corporation.*
10.4 --Form of Employment Agreement between Edward Goldman and CyBear.
10.5 --Form of Employment Letter between CyBear and Debra Richman.
10.6 --Credit Agreement between Andrx Corporation and CyBear.*
10.7 --Form of CyBear Property Lease.
16. --Letter from Feldman Sherb Ehrlich & Co., P.C. (formerly Feldman Radin
& Co., P.C.)*
23.2 --Consent of Counsel. (Included in Exhibit 5) *
23.3 --Consent of PricewaterhouseCoopers LLP.
23.4 --Consent of Arthur Andersen LLP.
27.1 --1997 Corp. Financial Data Schedule.
27.2 --CyBear Financial Data Schedule.
28. --Subscription Agreement for Common Stock. *

* Previously filed.
** To be filed by amendment.

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 19th day of October, 1998.

1997 CORP.

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

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

Judith S. Haselton Chairman of the Board October 19, 1998
President Director

Richard L. Campbell Secretary, Treasurer, Director October 19, 1998
(Principal Financial and
Accounting Officer)

II-4

<PAGE>

EXHIBIT INDEX

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

10.4 --Form of Employment Agreement between Edward Goldman and CyBear.
10.5 --Form of Employment Letter between CyBear and Debra Richman.
10.7 --Form of CyBear Property Lease.
23.3 --Consent of PricewaterhouseCoopers LLP.
23.4 --Consent of Arthur Andersen LLP.
27.1 --1997 Corp. Financial Data Schedule.
27.2 --CyBear Financial Data Schedule.

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 24, 1998,
is hereby made between CyBear, Inc. ("Employer"), a subsidiary of Andrx
Corporation ("Andrx"), and Edward Goldman, M.D., an individual ("Employee").

W I T N E S S E T H

WHEREAS, Employer is in the business of developing information
technologies and systems for use in the healthcare industry; and

WHEREAS, Employee has experience and specialized expertise in the
management and operation of healthcare delivery systems and the healthcare
industry; and

WHEREAS, Employer desires to employ the Employee, Employee desires to
accept such employment and Andrx is ready and willing to guarantee the
performance by Employer of this Agreement on the terms and conditions set forth
herein.

NOW, THEREFORE, in consideration of the mutual promises,
representations and warranties set forth herein, and for other good and valuable
consideration, it is hereby agreed as follows:

1. EMPLOYMENT. Employer hereby agrees to employ the Employee, and the
Employee hereby accepts such employment, upon the terms and conditions set forth
herein.

2. TERM. Subject to the provisions of Section 9 hereof, the Employee's
employment under this Agreement shall continue for a period of five (5) years
from the date hereof ("Term"). This Agreement may be renewed by the parties at
the end of the initial Term for successive two (2) year periods (which, if
renewed, shall also be considered part of the "Term") on such terms and
conditions as the parties may then agree in writing.

3. POSITION AND DUTIES.

(a). Employee shall have the position of President and Chief Executive
Officer of Employer. In this capacity, Employee shall have the primary
responsibility and authority for the strategic planning and operation of the
business of Employer and such other duties as are generally recognized as within
the scope of employment of a President and Chief Executive Officer, subject only
to the direction of the Board of Directors of Employer.

(b). During the Term, the Employee shall, subject to the direction and
control of Employer's Board of Directors, perform and discharge Employee's
duties in accordance with this Agreement, and shall devote his best talents,
efforts and abilities to the performance of his duties hereunder. Employee shall
report directly to the Chairman and the Board of Directors of Employer.

(c) Employee shall at all times perform his duties in accordance with
Employer's policies and procedures and all federal, state and local laws, rules
and regulations.

(d) During the Term, Employee shall devote the preponderance of his
business time to his

<PAGE>

employment. Employee may have outside investments and activities that do not
interfere with the performance of his duties hereunder, including but not
limited to consulting assignments and serving on boards of directors or advisory
committees of other entities, provided he requests Employer's consent (which
shall not be unreasonably withheld) before accepting or undertaking any new
activity or assignment.

a) COMPENSATION. For the Employee's services hereunder, Employer shall
pay the Employee compensation during the Term in such amounts and in accordance
with the terms set forth on Exhibit A, attached to and incorporated as part of
this Agreement.

b) BENEFITS. Andrx maintains a 401(k) plan and group medical, dental
and life insurance plans for all of its full-time employees. As a member of the
Andrx management team, Employee and his family will be entitled to immediately
participate in the Andrx medical insurance plan (beginning the first day of the
month after Employee reports to work) and will receive certain other benefits,
including life insurance in the amount of Employee's annual salary, four weeks
of paid vacation (which may not be carried over to subsequent years) and
disability insurance coverage. Andrx and CyBear reserve the right to make
changes to the benefit packages which they individually or collectively offer to
its or their management.

c) FACILITIES. Employer shall provide Employee with a suitable office,
secretarial support and such other equipment and materials as may be necessary
for Employee's performance of his duties under this Agreement.

d) REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse the
Employee for all reasonable business expenses actually incurred or paid by the
Employee in the performance of his duties hereunder. Employee shall present
expense statements or vouchers or such other supporting information as Employer
may reasonably require of the Employee.

e) RECORD KEEPING. Employee shall prepare and timely submit to Employer
such reports and records as are reasonable requested by Employer related to
Employee's duties hereunder. All business records of Employer are and shall
remain the property of Employer and not Employee.

f) TERMINATION. This Agreement may be terminated prior to the
expiration of the Term in the manner described in this Section 9.

g) TERMINATION BY EMPLOYER FOR GOOD CAUSE. Employer shall have the
right immediately to terminate the employment of the Employee for Good Cause (as
such term is defined herein) by written notice to the Employee specifying the
particulars of the conduct of the Employee forming the basis for such
termination.

h) TERMINATION UPON DEATH. The employment of the Employee hereunder
shall terminate immediately upon Employee's death.

i) TERMINATION BY EMPLOYEE. Employee shall have the right to terminate
this Agreement in the event of a material breach of this Agreement which
continues uncured for thirty (30) days after written notice to Employer of such
breach. Employee shall also have the right to terminate his employment for any
other reason (or for no reason at all), provided he gives Employer at least
sixty (60) days prior written notice to Employer of such desire, and in such
event, Employee and

<PAGE>

both Employer and Andrx shall thereafter be relieved of his or their obligations
under this Agreement.

j) TERMINATION UPON CHANGE OF CONTROL. In the event Employee's
employment with the Employer is terminated within six (6) months following a
"Change in Control" of the Employer (as defined below), then the Employer shall
pay to Employee on the date of such termination a single lump sum distribution
(without any present value adjustment) equal to Employee's salary for the
remaining Term of this Employment Agreement. Notwithstanding the foregoing,
Employee's employment shall not be deemed terminated if, in lieu of his position
with Employer, Andrx or any other entity owned or controlled by Andrx offers
Employee a replacement position, wherein Employee will perform similar executive
duties and will receive a compensation package at least equal to the one set
forth in this Agreement; provided, however, the provisions of this section shall
not require that Employee be appointed as President and Chief Executive of any
entity, but rather that he shall continue to perform employment duties generally
performed by senior management personnel of an entity in the healthcare
industry.

k) TERMINATION DATE. Any notice of termination given pursuant to the
provisions of this Agreement shall specify therein the effective date of such
termination (the "Termination Date").

l) CERTAIN DEFINITIONS.

(1) For purposes of this Agreement, "Good Cause" shall mean:
conviction of Employee of, plea of guilty to, or plea of no contest to, a felony
or a crime of moral turpitude, Employee's breach of a material provision of this
Agreement which continues uncured for thirty (30) days after written notice to
Employee of such breach, Employee's material neglect of his responsibilities,
actions by Employee which cause CyBear's or any Andrx entity's image or
reputation to materially suffer, and Employee's breach of any material provision
of any other agreement with or any fiduciary obligation due to Employer or
Andrx.

(2) For purposes of this Agreement, "Change of Control" shall
mean any of the following events: the reorganization or consolidation of the
Employer, with one or more other companies, other than through a public offering
of stock of Employer or a transaction following which at least fifty percent
(50%) of the ownership interests of the company resulting from such transaction
are owned by one or a group of related persons who, collectively, prior to such
transaction, did not own more than fifty percent (50%) of the outstanding voting
shares of the Employer; or the sale of all or substantially all of the assets of
the Employer; and the sale or merger of Employer where Employer is not the
surviving entity.

(2) OBLIGATIONS OF COMPANY ON TERMINATION.

(a) In the event of a termination claimed by the Employer to
be for "Good Cause" pursuant to Section 9 above, Employee shall have the right
to have the justification for said termination determined by

<PAGE>

arbitration. In such event, Employee shall serve on the Employer, within thirty
(30) days of receipt of notice of termination, a written request for
arbitration. The Employer immediately shall request the appointment of an
arbitrator by the American Arbitration Association and thereafter the issues
shall be determined under the rules of the American Arbitration Association and
the decision of the arbitrator shall be final and binding on both parties. The
parties shall use all reasonable efforts to facilitate and expedite the
arbitration, and shall act to cause the arbitration to be completed as promptly
as possible. Expenses of the arbitration shall be borne by the Employer pending
a final determination of this matter at which time such expenses shall borne by
the non-prevailing party.

(b). In the event of Employee's termination pursuant to the
first sentence of Section 9(c), Employee shall: (i) be entitled to receive the
full compensation to which he would otherwise be entitled under this Employment
Agreement as if Employee had not so terminated his employment and was continuing
to serve as an employee hereunder for the full Term of this Agreement, payable
in a single lump sum distribution in cash or in equivalent marketable securities
of Andrx (without any present value adjustment) on the date of such termination.
If Employee terminates this Employment Agreement for any reason other than
pursuant to the first sentence of Section 9(c), except as otherwise provided in
this Agreement, Employee shall be entitled to no further compensation or other
benefits under this Employment Agreement, except as to that portion of any
unpaid salary and other benefits accrued and earned by him hereunder up to and
including the effective date of such termination.

11. CONFIDENTIALITY; NON-COMPETITION. Employee's employment by CyBear
is conditioned upon his execution of Andrx Confidentiality and Non-Competition
Agreement, a copy of which is attached hereto as Exhibit B.

12. EFFECTIVE DATE. Employee shall report to work as a full time
employee of CyBear as soon as possible, but not later than September 15, 1998.

13. ADDITIONAL COMPENSATION.

(M) In recognition of the potential value of Employee to Employer and
to induce Employee to forego other employment opportunities and to accept
employment pursuant to this Agreement, Andrx shall issue to Employee, within
thirty (30) days of the execution of this Agreement and payment of $50,000,
either in cash or through a promissory note, a warrant to purchase 650,000
shares of Employer's stock (the "Warrant"), representing five (5%) percent of
the total issued and outstanding common stock of Employer on the date Employer
agreed to merge with 1997 Corp. The stock to be issued pursuant to the exercise
of the Warrant shall, if restricted in any manner, include piggyback
registration rights at the earliest possible date and in connection with the
next registration of securities by Employer with the Securities and Exchange
Commission.

<PAGE>

(N) In order to obtain the stock underlying the Warrant, Employee shall
pay to Employer the amount of One Million Nine Hundred Fifty Thousand Dollars
($1,950,000). Said payment shall be in the form of cash or a non-recourse
promissory note in favor of Anda Generics, Inc. (or order), which note shall
bear interest at the lowest rate of interest imputed by the Internal Revenue
Service on the date of execution of that note ("Note"). The Note shall be
secured by a pledge of Employee's rights, title and interest in and to the stock
underlying the Warrant.

(c) The principal and any interest due under the Note shall be payable
to Employer at the time of maturity of the Note, which shall be defined as the
earlier of either: (i) five (5) years from the date of issuance of the Warrant,
or (ii) the date of any sale, merger or similar transaction involving Employer
in which Employer is not the surviving entity and in which Employee receives
either cash or securities which can readily be liquidated on the open market.

14. ANDRX OBLIGATIONS.

(a) In addition to the compensation to be granted hereunder to Employee
by Employer, Andrx shall cause stock options to be issued to Employee for 20,000
shares of Andrx common stock having an exercise price, per share, of the fair
market value of Andrx stock at the close of business on the date of grant. Such
options shall vest in five annual increments of 4,000 shares on each anniversary
of the date of grant.

(b) As described above, the Warrant will allow Employee to purchase
650,000 shares of Employer's stock at a price of $3.00 per share, beginning on
the date Andrx's ownership percentage in Employer is less than 80% or August 31,
2000, whichever is sooner (the "Warrant Exercise Date"). The Warrant shall be
exercisable for a period of three years after the Warrant Exercise Date,
provided (i) Employee has not previously resigned his position as the President
and Chief Executive Officer of Employer, and (ii) Employee's position as the
President and Chief Executive Officer of Employer was not terminated for good
cause (as defined above).

15. CONTINGENT BONUS. If, by the date the Note matures (the
"Termination Date"), the collective value of the Warrant (or the stock
underlying same; "net" of the amounts required to acquire such Warrant or stock)
and the options in Andrx stock on the Termination Date (the "Measuring Value")
do not equal or exceed $1,400,000 (the "Target Value"), then Andrx shall make an
additional payment to Employee in the amount by which the Target Value exceeds
the Measuring Value on the Termination Date (the "Contingent Bonus"). Such
payment shall be made within 30 days of Employee's presentation of an invoice
for such amount, which invoice shall document Employee's determination of the
Measuring Value. Notwithstanding the foregoing, (A) Andrx shall not be required
to make the Contingent Bonus payment to Employee if the Measuring Value exceeded
the Target Value for more than 180 days (which need not be consecutive) during
any 12 month period prior to the Termination Date; provided, that for purposes
of this calculation, (i) the value of Employer's stock shall only be included if
there is a public or private market for such stock and (ii) the value of the

<PAGE>

Andrx options shall only include stock which Employee may at that time obtain
through the exercise of such option, (B) in determining the Measuring Value, any
stock sold by Employee prior to the Termination Date shall be valued at the
sales price received by Employees or the price of such stock on the Termination
Date, whichever is higher, and (C) if in dispute, Andrx and Employee shall in
good faith attempt to determine the Measuring Value and shall submit that issue
to binding arbitration.

16. SEVERABILITY. Should any provision of this Agreement be held, by a
court of competent jurisdiction, to be invalid or unenforceable, such invalidity
or unenforceability shall not render the entire Agreement invalid or
unenforceable, and this Agreement and each individual provision hereof shall be
enforceable and valid to the fullest extent permitted by law.

17. SUCCESSORS AND ASSIGNS. This Agreement and all rights under this
Agreement are personal to the Employee and shall not be assignable by either
party without the written consent of the other party. All of the Employee's
rights under the Agreement shall inure to the benefit of his heirs, personal
representatives, designees or other legal representatives, as the case may be.
This Agreement shall inure to the benefit of and be binding upon Employer and
its successors and assigns.

18. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida, without regard to the
conflicts of laws rules thereof. The venue for any action arising from or
relating to this Agreement shall be in Broward County, Florida.

19. NOTICES. All notices, requests and demands given to or made upon
the respective parties hereto shall be deemed to have been given or made three
(3) business days after the date of mailing, when mailed by registered or
certified mail, postage prepaid, or on the date of delivery if delivered by
hand, or one business day after the date of delivery by Federal Express or
similar overnight delivery service, addressed to the parties at their addresses
set forth below or to such other addresses furnished by notice given in
accordance with this Section 19:

To Employer: CyBear, Inc.
4001 SW 47th Avenue
Ft. Lauderdale, FL 33314

<PAGE>

Attn: John Klein, Chairman

With a copy to: 4001 SW 47th Avenue
Ft. Lauderdale, FL 33314
Attn: Scott Lodin, VP / General Counsel

To Employee: Edward Goldman, M.D.
7000 W. Cypresshead Drive
Parkland, FL 33067

To Andrx: 4001 SW 47th Avenue
Ft. Lauderdale, FL 33314
Attn: Scott Lodin, VP / General Counsel

20. WITHHOLDING. All payments required to be made by Employer to the
Employee under this Agreement shall be subject to withholding taxes, Social
Security and other payroll deductions in accordance with the law and Employer's
policies applicable to employees of Employer.

21. COMPLETE UNDERSTANDING. This Agreement supersedes any prior
contracts, understandings, discussions and agreements relating to employment
between the Employee and Employer and constitutes the complete understanding
between the parties with respect to the subject matter hereof. No statement,
representation, warranty or covenant has been made by either party with respect
to the subject matter hereof except as expressly set forth herein.

<PAGE>

22. MODIFICATION; WAIVER. This Agreement may be amended or waived if,
and only if, such amendment or waiver is in writing and signed, in the case of
an amendment, by Employer and the Employee, or in the case of a waiver, by the
party against whom the waiver is to be effective. Any such waiver shall be
effective only to the extent specifically set forth in such writing. No failure
or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

23. MUTUAL REPRESENTATIONS. Employee represents and warrants to
Employer that the execution and delivery of this Agreement and the fulfillment
of the terms hereof will not constitute a default under or conflict with any
agreement or other instrument to which Employee is a party or by which Employee
is bound and does not require the consent of any person or entity. Employer
represents and warrants to the Employee that this Agreement has been duly
authorized, executed and delivered by Employer and that the fulfillment of the
terms hereof will not constitute a default under or conflict with any agreement
or other instrument to which it is a party or by which it is bound. Each party
hereto warrants and represents to the other that this Agreement constitutes the
valid and binding obligation of such party enforceable against such party in
accordance with its terms.

24. INDEMNIFICATION. Employer and Andrx, jointly and severally, agree
to indemnify, defend and hold harmless Employee from and against any losses,
liabilities, damages, deficiencies, all suits, proceedings, actions, judgments,
claims, charges, damages (including special or consequential damages),
assessments, costs or expenses (including interest, penalties and reasonable
attorneys' fees and disbursements), fines and penalties incurred or suffered by
Employee, whether suit is instituted or not, and, if instituted, whether at any
trial and appellate level, raised by any third party (collectively, a "Loss") in
connection with any and all matters relating in any manner to the litigation
pending between Employer and/or Andrx, on the one hand, and Medix Resources,
Inc. or Cymedix Lynx Corporation, on the other, or the facts and circumstances
underlying such litigation. Employer also agrees to indemnify and hold Employee
harmless for his actions on behalf of Employer, to the fullest extent permitted
by law.

25. HEADINGS/CONSTRUCTION. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of this Agreement. This Agreement shall not be construed against
the party drafting the document as the terms herein have been negotiated at
arms' length and both parties have had the opportunity to ask questions and to
seek the advice of independent counsel.

<PAGE>

26. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received counterparts
hereof signed by the other party hereto.

27. ATTORNEY'S FEES. In the event any action is commenced arising from
or related to this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees (at all levels), court costs and out-of-pocket
expenses.

IN WITNESS WHEREOF, Employer has caused this Agreement to be duly
executed by one of its officers duly authorized to enter into and execute this
Agreement, and the Employee has manually signed his name hereto, all as of the
day and year first above written.

ANDRX CORPORATION CYBEAR, INC.

By: ______________________________ By:____________________________
Title:____________________________ Title:_________________________

__________________________________
EDWARD GOLDMAN, M.D.

<PAGE>

EXHIBIT "A"COMPENSATION

During the Term of this Agreement, Employer shall pay Employee the following
compensation for services rendered in the amounts and according to the schedule
set forth below:

ANNUAL SALARY: Two Hundred Fifty Thousand ($250,000) Dollars for each twelve
month period during the first Twenty-Four (24) months of the Term and Three
Hundred Thousand ($300,000) Dollars for each Twelve (12) month period commencing
with month Twenty-Five (25) and continuing until expiration of the Term of the
Agreement. Employer shall pay the salary amounts above, in arrears, in
accordance with Employer's regular payroll schedule; provided, however, salary
payments shall be not less frequent than monthly.

BONUS: Employee shall be entitled to receive an annual bonus of not less than
Twenty-five (25,000) Thousand options to purchase common stock of Employer at
the trading price on the open market on the date of expiration of each Twelve
(12) month period hereunder. Such options shall vest on a pro rata basis
quarterly over the next succeeding Twelve (12) month period; provided, however,
options granted at the end of any Term hereof shall vest immediately when
granted. Andrx, Employer and Employee shall together establish target goals and
objectives upon which additional bonus awards shall be granted to Employee.

EXHIBIT 10.5

April 28, 1998

Ms. Deborah Richman
2373 Broadway, Apt. 923
New York, NY 10024

Dear Ms. Richman:

I am very pleased to offer you a position at CyBear, Inc. (ACyBear@), a
subsidiary of Andrx Corporation ("Andrx") which would include the following
terms:

(1) Position: Executive Vice President - Business Development

(2) Salary: $160,000 annually

(3) Stock Options: 100,000 shares of CyBear common stock having an
exercise price of $2.00 per share and vesting in four
annual increments of 25,000 shares on each
anniversary of the date of grant.

(4) Signing Bonus: $40,000, payable in increments of $10,000 (gross pay)
on the last day of each three month period after you
join and remain at CyBear.

(5) Benefits: Anda maintains a 401(k) plan and group medical,
dental and life insurance plans for all of its
full-time employees. As a member of our management
team, you and your family will be entitled to
immediately participate in our medical insurance plan
and will receive certain other benefits.

(6) Report Date: As soon as possible.

As we anticipate that your position will cause you to be traveling
extensively, at least initially, we have no objection to your continued
residence in New York. If we determine, however, that your position requires
that you be based in our corporate office in Florida, we may request that you
relocate. In such event, CyBear will be responsible for your reasonable
relocation expenses.

This offer of employment assumes that your employment by CyBear and the
performance of your duties will not violate the terms of any non-compete,
non-disclosure or other agreements to which you are a party. Moreover, as your
position will give you access to information which Andrx keeps confidential,
your execution of our standard Confidentiality and Non-Competition Agreement
will be a condition of your employment.

<PAGE>

I am sure that you will find the environment here at Andrx both
stimulating and rewarding and we look forward to your joining us. If you have
any questions about this offer or the benefits package which Andrx provides,
please contact Scott Lodin.

If this offer is acceptable to you, so indicate by signing a copy of
this letter where indicated below and returning that copy to me by either fax
(at 305-792-1034) or by mail.

Sincerely,

Alan P. Cohen
Chairman and CEO

AGREED TO AND ACCEPTED ON
THIS __ DAY OF ______, 1998

____________________________
Deborah Richman

EXHIBIT 10.7

STANDARD LEASE

BETWEEN

BLUE LAKE, LTD.

AND

CYBEAR, INC., A FLORIDA CORPORATION

DATED AUGUST __,1998

<PAGE>

INDEX TO
BLUE LAKE CORPORATE CENTER
STANDARD LEASE
PAGE NO.
--------

1. PREMISES; BUILDING; AND COMMON AREAS....................................1

2. LEASE TERM; LEASE DATE..................................................2

3. RENT....................................................................3

4. SECURITY DEPOSIT........................................................6

5. USE.....................................................................6

6. ACCEPTANCE OF PREMISES; LANDLORD'S WORK.................................6

7. PARKING.................................................................7

8. BUILDING SERVICES......................................................7

9. SECURITY................................................................9

10. REPAIRS, MAINTENANCE AND UTILITIES......................................9

11. TENANT'S ALTERATIONS...................................................10

12. LANDLORD'S ADDITIONS AND ALTERATIONS...................................11

13. ASSIGNMENT AND SUBLETTING..............................................11

14. TENANT'S INSURANCE COVERAGE..........................................13

15. LANDLORD'S INSURANCE COVERAGE..........................................14

16. WAIVER OF RIGHT OF RECOVERY............................................14

17. DAMAGE OR DESTRUCTION BY CASUALTY......................................14

18. CONDEMNATION AND EMINENT DOMAIN........................................15

19. LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION....................15

20. RELOCATION OF TENANT...................................................16

21. COMPLIANCE WITH LAWS AND PROCEDURES....................................16

22. RIGHT OF ENTRY.........................................................17

23. DEFAULT................................................................17

24. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT...............................18

25. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT.......................19

26. LIENS..................................................................20

27. NOTICES................................................................20

28. MORTGAGE ESTOPPEL CERTIFICATE; SUBORDINATION...........................20

29. ATTORNMENT AND MORTGAGEE'S REQUEST.....................................21

30. TRANSFER BY LANDLORD...................................................22

31. SURRENDER OF PREMISES; HOLDING OVER....................................22

<PAGE>

32. NO WAIVER, CUMULATIVE REMEDIES.........................................22

33. WAIVER.................................................................22

34. CONSENTS AND APPROVALS.................................................23

35. RULES AND REGULATIONS..................................................23

36. SUCCESSORS AND ASSIGNS.................................................23

37. QUIET ENJOYMENT........................................................23

38. ENTIRE AGREEMENT.......................................................23

39. HAZARDOUS MATERIALS....................................................23

40. BANKRUPTCY PROVISIONS..................................................25

41. FIRE PREVENTION SYSTEMS................................................26

42. SPECIAL EVENTS.........................................................27

43. MISCELLANEOUS..........................................................27

44. DELIVERY OF GUARANTY...................................................29

45. CONFIDENTIALITY........................................................29

46. SIGNAGE CRITERIA.......................................................29

47. CARPOOLING, MASS TRANSIT AND TRAFFIC CONTROL...........................29

48. LEASE CONTINGENCIES....................................................29

49. ASSOCIATION............................................................29

50. VENDING MACHINES.......................................................30

51. FOOD SERVICE...........................................................30

52. AUDITORIUM/CONFERENCE CENTER ..........................................30

53. TELECOMMUNICATIONS.....................................................30

54. INCENTIVE PROGRAMS.....................................................31

55. SAVING PROVISION.......................................................31

56. SATELLITE DISH.........................................................31

<PAGE>

BASIC LEASE INFORMATION RIDER
BLUE LAKE CORPORATE CENTER
STANDARD LEASE

PREAMBLE Date of Lease: August ___ 1998 ("Lease Commencement Date")

PREAMBLE Landlord: BLUE LAKE, LTD., a Florida limited partnership.

PREAMBLE Tenant: CYBEAR, INC. a Florida corporation, authorized to do
business in the State of Florida

SECTION 1 Premises: A portion of the second floor of 5000 Blue Lake
Drive, as shown on Exhibit "A" of Blue Lake Corporate Center,
Boca Raton, Florida, being hereby designated as: Suite 200. The
office building campus (as shown on Exhibit "F") including
parking spaces, driveways, walkways, drainage systems, utility
systems, greenspace areas and other elements of the "Blue Lake
Corporate Center" are hereinafter collectively referred to as the
"Building."

SECTION 1 Net Rentable Area of Premises: [18,400] square feet which is
stipulated and agreed by the parties (based on [16,000] square
feet of usable area and a fifteen (15%) add-on factor); provided,
however, that within ten (10) days after substantial completion
of the Improvements to the Premises, either Landlord or Tenant
shall be entitled to have the Premises measured in accordance
with BOMA Standards (ANSI Z65.1-1996). Following such
measurement, if it is determined that in fact the Premises
contain more or less than the Rentable Area set forth above, Base
Rent, Tenant's Share, and any other provision which is based on
the amount of square footage leased by Tenant shall be ratably
modified. The Rentable Area of the Premises includes restrooms,
electrical and mechanical rooms over which the Tenant is herein
granted exclusive control and dominion which are themselves
deemed part of the Premises, except that Landlord shall maintain
such restrooms, electrical and mechanical rooms which are shared
among tenants.

SECTION 2 Rent Commencement Date: The earlier to occur of (i) the
"Completion Date" as defined in the Work Letter, notwithstanding
that any Tenant finish work, special fixtures or equipment or
decorative treatment has not been performed by Tenant or (ii) the
date that Tenant first uses the Premises or any portion thereof
for any purpose permitted under this Lease, but in no event shall
the Rent Commencement Date occur later than January 1, 1999.

SECTION 2 Tenant Access for Improvements Prior to Commencement Date: Upon
the execution of this Lease and all addenda hereto, and the
delivery by Tenant to Landlord of the appropriate insurance
certificates reflecting Tenant's securing of all insurance
required by Tenant hereunder and following the recordation of a
Notice of Commencement prepared and recorded in accordance
Florida Statute 713.10 and Landlord's reasonable approval of
Tenant's construction contract for the purpose of confirming the
inclusion of a lien prohibition provision in accordance with
Section 26 of this Lease, Tenant and Tenant's contractor and
sub-contractors shall be provided reasonable access to the
Premises at all reasonable times in order to make improvements to
the Premises. All work will be defined in the Work Letter
attached hereto as Exhibit "B".

SECTION 2 Expiration Date: Five (5) years after Rent Commencement Date.

SECTION 2 Lease Term: From the Rent Commencement Date plus Five (5) years
after the Rent Commencement Date, unless sooner terminated
pursuant to any provision hereof; provided, however, that if the
Rent Commencement Date is a date other than the first day of a
calendar month, said Term shall extend for said number of days at
said in addition to the remainder of the calender month following
the Rent Commencement Date.

SECTION 2 Renewal Term(s): One Renewal Term of Five (5) years; at Market
Rate Rent.

SECTION 3 Base Rent: Tenant agrees to pay to Landlord as Rent for the
Premises, in advance without demand, deduction or set off (except
as otherwise may be specifically provided in the Lease), from and
after the Rent Commencement Date and throughout the term, the
Annual Base Rent in the amounts as indicated in the following
Schedule of Base Rent in equal monthly installments, plus
applicable sales tax.

PAGE I
----------
BLUE LAKE STANDARD LEASE

<PAGE>

SCHEDULE OF BASE RENT

- --------------------------------------------------------------------------------
PERIOD PER SQUARE FOOT ANNUAL BASE RENT MONTHLY BASE RENT
------ --------------- ---------------- -----------------
Months 1-12: $12.50 $230,000 $19,167.17
Months 13-24: $12.88 $236,992 $19,749.33
Months 25-36: $13.27 $244,168 $20,347.33
Months 37-48: $13.67 $251,528 $20,960.67
Months 49-60: $14.08 $259,072 $21,589.33
- --------------------------------------------------------------------------------

Each monthly installment in accordance with the above Schedule shall be due and
payable on or before the first day of each calendar month succeeding the Rent
Commencement Date, except that the rental payment for any fractional calendar
month commencing on the Rent Commencement Date of the Lease shall be prorated.

SECTION 3: Base Year for Overhead Rent: Calendar year 1999.

Estimated per square foot Overhead Rent in Base Year $4.50

SECTION 3 Cap on "Controllable Operating Expenses" (as defined): eight
(8.0%) percent applied non- cumulatively.

SECTION 3 Tenant's Share: 1.039%. Landlord and Tenant acknowledge that
Tenant's Share has been obtained by taking the Net Rentable Area
of the Premises and dividing such number by [1,770,600] square
feet, being the rentable area contained in the Building as
determined by Landlord, and multiplying such quotient by 100. In
the event Tenant's Share is changed during a calendar year by
reason of a change in the Net Rentable Area of the Premises,
Tenant's Share shall thereafter mean the result obtained by
dividing the new Net Rentable Area of the Premises by [1,770,600]
and multiplying such quotient by 100.

SECTION 4 Security Deposit Received: $ N/A
Date Received: ___________________________

Prepaid First Month's Rent $ N/A (including Florida sales tax)
Date Received: __________________________

Prepared First Month's Overhead Rent: $ N/A (including Florida
sales tax)
Date Received: ___________________________ ______

Prepaid Last Month's Rent $ N/A (including Florida sales tax)
Date Received: _______________________

Prepaid Last Month's Overhead Rent: $ N/A (including Florida
sales tax)
Date Received: _______________________________

Deposit for Energy Management: $ N/A
Date Received: _________________________________

Deposit for Electric Utilities: $ N/A
Date Received: ________________________________

Guarantor: Andrx Corporation, a Florida corporation
4001 S. W. 47th Avenue, Suite 201
Fort Lauderdale, Florida 33314
Attention: Scott Lodin, Esq.

SECTION 5 Use of Premises: Corporate offices, including software
development, internet related sales and service (but not retail
sales), and the supporting use of conference and computer
facilities, employee breakroom and related non-commercial
facilities for employee use only.

PAGE II
----------
BLUE LAKE STANDARD LEASE

<PAGE>

Tenant's Address for Notices Prior to Commencement Date:

Cybear, Inc.
c/o Andrx Corporation
400 S. W. 47th Avenue, Suite 201
Fort Lauderdale, Florida 33314
Attention: Scott Lodin, Esq.
Tenant's Address for Notices After Commencement Date:

Tenant
The Premises; Attention: Mr. Todd MacLeod
with a copy to Tenant's pre-Commencement Date Address

Landlord's Address for Notices:

Blue Lake, Ltd.
5000 Blue Lake Drive, Suite 100
Boca Raton, Florida 33432
Attention: Michael D. Masanoff, Executive Vice President

With copies of default notices only to:

Sachs, Sax & Klein, P.A.
Suite 4150
301 Yamato Road
Boca Raton, Florida 33431
Atttention: Michael S. Greene, Esq.

SECTION 8 Standby Electrical Generator System Subscription Fee:
$500,000.00; pursuant to Rider attached hereto as Exhibit "G"

SECTION 15 Amount of General Comprehensive Liability Insurance:
$1,000,000.00 per occurrence - $3,000,000.00 in the aggregate.

WORK LETTER:

PARAGRAPH 3G. Landlord's Contribution: $ 15.00 per usable square foot

PARAGRAPH 6. Tenant's Construction Agent:
__________________________

Tenant may, from time to time, identify a substituted Tenant's
Construction Agent from a list of persons pre-approved by
Landlord to act as a Tenant's Construction Agent for the
Building, or such other person as requested by Tenant having
experience in construction of the type and nature of the
undertaking pursuant to the Work Letter, and who shall be
reasonably acceptable to Landlord.

Certain of the information relating to the Lease, including many
of the principal economic terms, are set forth in the foregoing Basic Lease
Information Rider (the "BLI Rider"). The BLI Rider and the Lease are, by this
reference, hereby incorporated into one another. In the event of any direct
conflict between the terms of the BLI Rider and the terms of the Lease, the BLI
Rider shall control. Where the Lease simply supplements the BLI Rider and does
not conflict directly therewith, the Lease shall control.

IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI
Rider as of this ____ day of August, 1998 .

WITNESSES: "TENANT"

CYBEAR, INC., a Florida corporation
- --------------------------------------

- --------------------------------------
(As to Tenant) By:________________________________

PAGE III
----------
BLUE LAKE STANDARD LEASE

<PAGE>

Name:___________________________________

Title:__________________________________
(SEAL)
WITNESSES: "LANDLORD"
_______________________________ BLUE LAKE, LTD., a Florida limited partnership

_______________________________ By: Blue Lake, Inc., a Florida corporation, its
(As to Landlord ) general partner

By:_____________________________________
Authorized Agent

BLUE LAKE CORPORATE CENTER

STANDARD LEASE

THIS LEASE ("Lease") is made as of the _____ day of August, 1998, by and
between BLUE LAKE, LTD., a Florida limited partnership ("Landlord") and CYBEAR,
INC., a Florida corporation, authorized to do business in the State of Florida
("Tenant").

W I T N E S S E T H:

1. PREMISES; BUILDING; AND COMMON AREAS.

A. PREMISES; BUILDING; AND COMMON AREAS. Landlord leases to
Tenant and Tenant leases from Landlord the Premises described in the Basic Lease
Information Rider (the "BLI Rider") attached to the front of this Lease and
incorporated into this Lease by this reference, and as more particularly
outlined on the floor plan attached hereto as Exhibit "A" and by this reference
incorporated herein ("Premises"). The parties hereby agree that the Premises
contain the number of Net Rentable Area set forth in the BLI Rider. The Premises
constitute a portion of the office building campus, including parking spaces,
driveways, walkways, drainage systems, utility systems, greenspace areas, and
other elements of the Blue Lake Corporate Center (collectively the "Building").
In addition to the Premises, Tenant has the right to use, in common with others,
the lobby, public entrances, public stairways, public areas and public elevators
of the Building (the "Common Areas"). The Common Areas serving the Building will
at all times be subject to Landlord's exclusive control and management in
accordance with the terms and provisions of this Lease. In addition, the Tenant
shall be entitled to use during the term of this Lease, up to four thousand
square feet of raised flooring located in the Building and identified by
Landlord as available for the Premises. Such raised flooring shall be accepted
by the Tenant in its "as is, where is, with all faults" condition and Tenant
shall be solely responsible for removing the flooring from its current location
and installing such in the Premises. Tenant shall return the flooring to the
Landlord at the expiration or earlier termination of this Lease, in its current
condition, reasonable wear and tear excepted.

B. RIGHT OF FIRST REFUSAL. Provided that no default beyond any
applicable notice and cure periods shall have occurred under this Lease, the
Landlord grants to the Tenant a right of first refusal, exercisable from the
date hereof and continuing through one (1) year prior to the expiration of the
term of this Lease, unless Tenant, prior to such one (1) year, elects to renew
the term hereof as provided in Paragraph 2B hereof, inclusive, to lease the
Expansion Premises as described on Exhibit "A-1" attached hereto and made a part
hereof upon the terms herein provided (the "Right of First Refusal Term"). If
during the Right of First Refusal Term the Landlord shall receive a BONA-FIDE
third-party offer to lease all or a portion of the Expansion Premises ("Third
Party Offer"), then Landlord shall advise Tenant, in writing, of Landlord's
intention to accept such Third Party Offer and shall furnish to Tenant all of
the basic terms and conditions of such Third Party Offer (the "Landlord's
Notice"). Tenant shall thereafter have the option, within ten (10) days
following Tenant's receipt of Landlord's Notice, to exercise its Right of First
Refusal to lease not less than all of the entire Expansion Premises
(notwithstanding a Third Party Offer for the lease of less than all of the
Expansion Premises) by giving notice of its election to exercise its Right of
First Refusal in writing to Landlord (the "Tenant's Acceptance"). If Tenant
timely exercises the right of first refusal, Landlord and Tenant shall, within
five (5) business days thereafter, enter into an amendment to this Lease
affirming the covenants and conditions contained in this Lease, except that the
amendment, with respect to the Expansion Premises shall contain the applicable
business terms and conditions as contained in the Third Party Offer. If Tenant
waives or fails to exercise its right of first refusal, the Landlord may then
lease all or such portion of the Expansion Premises to any other party,
including the third party offerer on the same terms and conditions set forth in
the Landlord's notice and the Right of First Refusal shall thereafter be
terminated on a self-

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BLUE LAKE STANDARD LEASE

<PAGE>

effectuating basis and be of no further force or effect until the third party
lease expires (after all elected renewal terms thereof) Notwithstanding the
immediately preceding sentence, Landlord may, additionally, request the Tenant
to execute a written certification of the lapse and termination of the Right of
First Refusal as herein contained.

C. NO RESERVATION. Nothing herein shall constitute a reservation
or other rights in or to the Expansion Premises or shall impose an obligation on
the Landlord to abstain from marketing the Expansion Premises for lease to third
parties, subject to this right of first refusal.

2. LEASE TERM; LEASE DATE

A. GENERAL. The lease term ("Lease Term") is for the period of
time set forth in the BLI Rider, commencing on the Lease Commencement Date set
forth in the BLI Rider ("Commencement Date") and ending on the Lease expiration
date set forth in the BLI Rider ("Expiration Date"). Tenant's obligation to pay
all rent, including Base Rent, Overhead Rent and Additional Rent, (collectively,
"Rent"), as such terms are hereafter defined, will commence on the Rent
Commencement Date. Tenant shall observe and perform all of its obligations under
this Lease (except its obligations to conduct business), from the earlier to
occur of the date that the Premises are delivered to Tenant for the purpose of
commencement of the Tenant's improvements to the Premises or the date Tenant
otherwise takes possession of the Premises (until the Commencement Date) in the
same manner as though the Lease Term began when the Premises were so delivered
to Tenant. Except as specifically provided in the BLI Rider, under no
circumstances, however, may Tenant enter into possession of the Premises prior
to the earlier to occur of the date that the Premises are delivered to Tenant
for the purpose of commencement of Tenant's improvements to the Premises or the
Commencement Date without the express written consent of Landlord and subject to
any reasonable terms of the consent. Tenant shall not be required to pay Rent
(as such term is hereinafter defined) for any period prior to the Rent
Commencement Date or as otherwise stated in the BLI. However, Tenant shall pay
for all utilities and services consumed by or on behalf of Tenant prior to the
Rent Commencement Date for construction, fixturing and move-in. Upon Landlord's
request, Tenant shall execute a "Rent Commencement/Expiration Certification
Rider" in the form attached hereto and made a part hereof as Exhibit "I".

B. RENEWAL OPTION. Landlord grants to Tenant an option (the
"Option") to extend the term of this Lease for one (1) additional period of five
(5) years (the "Renewal Term") under the terms set forth below. Tenant shall not
be entitled to exercise the Option unless each of the following conditions shall
be fully satisfied at the time of its exercise: (i) the Lease shall be in full
force and effect; (ii) the Tenant originally named in this Lease, or its
permitted assignees, shall be in possession of the entire Premises; and (iii)
Tenant shall not then be in default under any of the material terms, provisions,
covenants or conditions of the Lease beyond any applicable notice and cure
periods. In order to exercise the Option, Tenant must first give written request
to Landlord, not less than twelve (12) months prior to the Expiration Date of
the Initial Lease Term for delivery of Landlord's determination of Market Rent,
as defined below. Base Rent for each Renewal Term shall be equal to the Market
Rent, as determined in accordance with this section ("Market Rent"). Within
thirty (30) days following its receipt of Tenant's request, Landlord shall
advise Tenant of Market Rent for each year of the respective Renewal Term.
Market Rent (including escalations for successive years of the Renewal Term)
shall be determined by Landlord in its reasonable judgment. Landlord's
determination of the Market Rent shall be based, as Landlord reasonably deems
appropriate, upon then current and projected rents for space in the Building,
adjusted for any special conditions applicable to such space and leases, for
location, length of term, amount of space and other factors Landlord deems
relevant in computing rents for space in the Building, including adjustments for
anticipated inflation. Tenant may exercise its option by notifying Landlord,
within 30 days from the date on which Tenant was first advised by Landlord of
its determination of Market Rent, that Tenant has elected to exercise the Option
at the Market Rent determined by Landlord or proceed as provided below. If
Tenant exercises the Option as provided, the Expiration Date of the Lease shall
be extended for the length of the Renewal Term and Base Rent shall be adjusted
to Market Rent. If Tenant shall fail to timely exercise the Option as provided,
Tenant shall be deemed to have waived its right to exercise the Option and to
occupy the Premises beyond the initial Term of the Lease or beyond any
previously exercised Renewal Term of this Lease. The Base Year for the Renewal
Term shall be the first Lease year of the Renewal Term. Upon a determination of
Base Rent for the First Lease Year of the Renewal Term, Landlord and Tenant
shall agree on a Base Rent schedule, in the same format set forth in the BLI
Rider for the Initial Lease Term, for the balance of the Renewal Term, based
upon the hereinabove prescribed formula. Landlord's determination shall be
based, as Landlord reasonably deems appropriate, upon then current and projected
rents for space in the Building, adjusted for any special conditions applicable
to such space and leases, for location, length of term, amount of space and
other factors Landlord deems relevant in computing rents for space in the
Building, including adjustments for anticipated inflation. Any agreement of
Landlord and Tenant regarding the amount of Market Rent shall be in writing
signed by them within thirty (30) days after the date Tenant was first advised
by Landlord of its initial determination of Market Rent, in which event Tenant
shall be deemed to have exercised the Option. If Landlord and Tenant are unable
to agree upon Market Rent in writing within such thirty (30) day period, Tenant
may nevertheless exercise its option

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BLUE LAKE STANDARD LEASE

<PAGE>

by notifying Landlord, within 30 days from the date on which Tenant was first
advised by Landlord of its initial determination of Market Rent, that Tenant has
elected to exercise the Option at the Market Rent determined by Landlord subject
to a reservation of Tenant's right to arbitrate Landlord's determination of
Market Rent in accordance with this Section. If Tenant exercises the Option as
provided, the termination date of the Lease shall be extended for a period of
five (5) years and Base Rent shall be adjusted to Market Rent. If Tenant shall
fail to timely exercise the Option as provided, Tenant shall be deemed to have
waived its right to exercise the Option and to occupy the Premises beyond the
initial term of the Lease. If the parties cannot agree in writing on Market Rent
and Tenant timely exercises the Option, then within thirty (30) days after
Tenant's exercise of the Option, Tenant and Landlord shall each select a
licensed real estate appraiser with at least ten (10) years substantial
commercial leasing expertise particularly in the this area of Palm Beach County,
Florida and notify the other party of such selection, and the selected
appraisers shall in turn select a similar third appraiser who will determine
Market Rent. If the appraisers are unable to agree on a third appraiser within
sixty (60) days after Tenant's exercise of the Option, Market Rent shall be
determined by suit for declaratory relief. The cost of the third appraiser and
any court costs shall be shared equally by the parties. If either party fails to
timely select a appraiser and notify the other party of such selection, the
other party's timely selected appraiser shall unilaterally determine Market
Rent. If Tenant elects to exercise the Option subject to its reservation to
contest Market Rent, Tenant shall nonetheless on the commencement of the Renewal
Term begin paying Base Rent at the Market Rate determined by Landlord. If Market
Rent is ultimately determined to be other than the amount initially determined
by Landlord, the next due payment or payments of Rent shall be appropriately
adjusted to reflect such overpayment or underpayment retroactive to commencement
of the Renewal Term.]

3. RENT

A. BASE RENT. Beginning on the Rent Commencement Date, and
continuing during the Lease Term, Tenant will pay to Landlord in lawful United
States Currency as the base rent for the Premises ("Base Rent") the amounts set
forth in the BLI Rider, with same being payable without demand, setoff or
deduction except as otherwise specifically provided in this Lease, in advance,
on or before the first day of each month, in equal monthly installments of the
amounts set forth in the BLI Rider, plus applicable sales and other such taxes
as are now or later enacted. All payments of Base Rent, Overhead Rent, (and
Security Deposits if subsequently applicable during the Lease Term), and any
other sums due from Tenant under this Lease shall be made by wire transfer to
such account as may be designated (or re-designated from time to time) by
Landlord's written notice. Such Rent shall be immediately payable to Landlord
upon written demand and any failure to so pay, subject to the grace provisions
set forth in Section 3, shall constitute an Event of Default.

B. OVERHEAD RENT Beginning on the Rent Commencement Date, Tenant
shall pay Tenant's Share, as defined in the BLI Rider, of (i) the total amount
of the annual Operating Expenses (as hereafter defined) and (ii) the total
amount of Taxes (as hereafter defined). As used herein, "Overhead Rent" means
the total of Tenant's allocated Share of Operating Expenses and Taxes.

B.1. "CAP" ON CONTROLLABLE OPERATING EXPENSES.
Notwithstanding the foregoing, in no event shall the Tenant's share of the
Controllable Operating Expenses be increased by more than eight (8%) percent, on
a non-cumulative basis, from that charged to the Tenant, as part of Overhead
Rent, for the immediately preceding calendar year. Increases in Operating
Expenses that are not deemed "controllable" as defined hereunder shall not be
limited by the foregoing sentence. Controllable Operating Expenses do not
include (i) Taxes, (ii) utility charges and fees (including, but not limited to,
water, sewer, electrical, telephone, chilled water and ventilation and
air-conditioning charges, cable communications and the like), (iii) premiums for
any increases in insurance contracted for by Landlord to the extent that any
such increases shall be a commercially reasonable judgment by Landlord, and in
conformance with responsible management customary for a Building of the size,
nature and character of the Building; (iv) minimum wage changes, and (v) costs
resulting from changes in law, to the extent however that any such cost is
incurred as to an item which is otherwise chargeable as an Operating Expense and
is not otherwise an exclusion from Operating Expenses.

B.2. ESTIMATES OF OVERHEAD RENT. Prior to each subsequent
calendar year, beginning with the calendar year immediately following the Base
Year, Landlord shall, in advance, reasonably estimate for each such calendar
year the total amount of the Overhead Rent. One-twelfth (1/12) of the estimated
Overhead Rent shall be payable monthly, along with the monthly payment of the
Base Rent.

B.3. RECONCILIATION STATEMENT. It is estimated that on or
before March 31 following a calendar year for which Overhead Rent is payable
hereunder, Landlord shall provide Tenant with a reconciliation statement showing
the amount of the actual components of Overhead Rent for the immediately
previous calendar year only. Notwithstanding the provisions of the immediately
preceding sentence, should Landlord fail to provide Tenant with a reconciliation
statement by June 30 for the immediately preceding calendar year, Tenant shall
have no further liability for any additional payment to Landlord that would
otherwise be reflected and required in the said reconciliation statement for the
preceding year. If the reconciliation statement reflects an underpayment in
either

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BLUE LAKE STANDARD LEASE

<PAGE>

component of Overhead Rent, Landlord shall also deliver to Tenant an invoice
which Tenant shall pay within thirty (30) days following receipt of such
invoice. If the reconciliation statement reflects an overpayment in either
component of Overhead Rent, Tenant shall be entitled to either, at Landlord's
option, to a credit against the next month's payment of Rent together with a
refund check from Landlord for the balance of such overpayment or a refund check
from the Landlord for the entire amount of such overpayment If the Lease has
expired, the overpayment shall be refunded. In no event shall the Base Rent
under this Lease be reduced by virtue of this Section. As used in this paragraph
3., the following terms shall have the following meanings:

(1) The term "Operating Expenses" shall mean (i) any and
all reasonable costs of ownership, management, operation, repair and maintenance
of the Building, including, without limitation, wages, salaries, professionals'
fees, taxes, insurance, benefits and other payroll burdens of all employees,
Building Management fee, Common Area janitorial, maintenance, guard and other
services, building management office rent or rental value, power, fuel, water,
waste disposal, chilled water and hearing, ventilating and air conditioning
charges, stand-by electric generator system maintenance, upkeep, monitoring and
refueling charges, landscaping care, lighting, garbage removal, window cleaning,
system maintenance, parking area care, fees and assessments paid to or on behalf
of the "Association" (as later defined herein), and any and all other utilities
not separately metered for the Premises or a portion thereof, materials,
supplies, maintenance, repairs, insurance applicable to the Building and
Landlord's personal property and depreciation on personal property, and (ii) the
cost (amortized over such reasonable period as Landlord shall determine together
with interest at the rate of twelve percent (12%) per annum on the unamortized
balance) of any capital improvements made to the Building by Landlord after the
date of this Lease that reduce in a commercially reasonable manner Operating
Expenses or made to the Building by Landlord after the date of this Lease that
are required under any governmental law or regulation; provided, however, that
Operating Expenses shall not include real property taxes, depreciation on the
Building, costs of tenants' improvements, marketing or advertising costs for the
rental or sale of the Building, costs of electricity or other utilities
separately metered for other tenant's spaces, executive or managerial salaries
or benefits above the level of management, consulting fees not related to
operation, management or repairs, market study fees, capital repairs or
replacements (except as provided above), real estate broker's commissions, costs
of repairs covered and paid by insurance (subject to deductibles paid by
Landlord), fines or penalties for Landlord's failure to pay taxes and
assessments before such became delinquent, or any other obligation on time,
points, fees and interest charges, principal payments or any other payments of
any kind related to Landlord's financing or refinancing of the Building as a
whole, transaction costs directly incurred in a sale or transfer of the
Building, expenses resulting from defective construction work performed by
Landlord, the initial acquisition and installation costs of the stand-by
electrical generator and related systems, interest and capital items other than
those referred to in subsection (ii) above. Landlord shall maintain accounting
books and records in accordance with sound accounting principles. Landlord
hereby agrees to deduct each calendar year from the amount of the Operating
Expenses the total amount of any and all sums, amounts or charges paid by Tenant
or other tenants of the Building directly to Landlord or its agent for specific
tenant requested services or specific utility charges, if applicable.

Notwithstanding anything to the contrary in the definition of
"Operating Expenses", Operating Expenses shall, also, not include any of the
following:

(a) Legal fees, accounting fees or other expenses related to the
defense of Landlord's title to or interest in the Premises or the Building.

(b) Payment of debt service on loans secured by a mortgage or
lien encumbering the Building or any portion or interest of or in the Building.

(c) All costs and expenses which have been paid by Landlord and
reimbursed directly to Landlord by third-parties, including other tenants in the
Building, rather than through Operating Expenses.

(d) Legal fees and disbursements incurred for negotiation of
leases or enforcement of leases.

(e) Rent and additional rent payable under a ground lease or any
other superior lease encumbering the Building.

(f) Costs for which Landlord is compensated by insurance proceeds
or for which Landlord would have been compensated by insurance proceeds had
Landlord carried the insurance required by this Lease.

(g) Any fee or expenditure paid to an entity related to Landlord
materially in excess of the amount which would be paid in an arms length
transaction for materials or services of comparable quality (but only to the
extent of such excess).

(h) All costs and expenses, including fines, penalties and legal
fees) incurred due to a violation caused by Landlord in connection with any new
improvements constructed by Landlord within or as part of the Building.

(i) Salaries or fringe benefits of full-time personnel of
Landlord for any time periods performing for properties other than the Building.

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BLUE LAKE STANDARD LEASE

<PAGE>

(j) Any bad debt loss, rent loss, or reserves for bad debts or
rent loss.

(k) Costs incurred by Landlord for repairs or replacements to the
extent that Landlord is actually reimbursed under warranties or guaranties.

(l) Any compensation paid to clerks, attendants, or other persons
in any potential commercial parking garage constructed to support the Building
for which separate parking fees or charges will be made to tenants.

(m) The cost of installing and maintaining any specialty
facility, such as a dining facility, athletic or recreational club, or luncheon
club if such facility is exclusive to any single tenant of the Building.

(n) Costs for sculptures, paintings, and other objects of art
located within or outside of the Building, other than the cost of maintaining
such sculptures, paintings and objects.

(2) The term "Taxes" shall mean the amount actually
incurred by Landlord (exclusive of any penalties, interest or late fees) of all
impositions, taxes, assessments (special or otherwise), water and sewer
assessments and other governmental liens or charges of any and every kind,
nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen,
and substitutes therefor, including all taxes whatsoever (except for taxes for
the following categories which shall be excluded from the definition of Taxes:
any inheritance, estate, succession, transfer or gift taxes imposed upon
Landlord or any income taxes specifically payable by Landlord as a separate
tax-paying entity without regard to Landlord's income source as arising from or
out of the Building and/or the land on which it is located) attributable in any
manner to the Building, the land on which the Building is located and the
approximately 350 acre portion of the property surrounding the building, shown
on Exhibit "F" hereto (but excluding the assessed value of any new building(s)
and the land allocated to such new building(s) constructed on such campus), or
the rents (however the term may be defined) receivable therefrom, or any part
thereof, or any use thereon, or any facility located therein or used in
conjunction therewith or any charge or other amount required to be paid to any
governmental authority. For purposes hereof, until such time as a separate tax
folio is established for the Building and the approximate 350 acre campus, the
taxes on the Building and other improvements shall be determined from the
assessment line-item therefor and the taxes on the approximate 350 acres campus
shall be determined by comparison to the assessment for unimproved land located
in the Arvida Park of Commerce located in Boca Raton, Florida. The term "Taxes"
does not include income, excess profits, estate inheritance, succession,
transfer of capital tax assessments on Landlord or on Rent.

Tenant hereby agrees that the Overhead Rent from time to time computed
by Landlord shall be final and binding for all purposes of this Lease unless,
within ninety (90) days after Landlord provides Tenant with written notice of
the amount thereof, Tenant provides Landlord with written notice (i) disputing
the mathematical accuracy of such amount or whether such is a proper Operating
Expense under this Lease (the "Disputed Amount"), and (ii) designating an
attorney or accountant, reasonably acceptable to Landlord, and appointed by
Tenant, at its sole cost and expense, to review the mathematical accuracy of the
Disputed Amount, or whether such is a proper Operating Expense under this Lease
with Landlord and/or its designated representatives Tenant shall within thirty
(30) days of invoice, pay all of Landlord's reasonable costs and expenses in
connection with such review, including reasonable attorneys' fees and
accountants' fees, unless as a result thereof the Disputed Amount is
demonstrated to reflect a mathematical error in excess of three and one-half
percent (3.5%) of the amount actually due from Tenant. If such error is in
excess of three and one-half percent (3.5%), Landlord shall pay, within thirty
(30) days of invoice, Tenant's reasonable costs and expenses in connection with
such review, including reasonable attorneys' fees and accounting fees. Landlord
hereby agrees, in the event it receives such notice from Tenant, to cooperate in
promptly completing such review and promptly refunding any portion of the
Disputed Amount which exceeds the amount actually due from Tenant. Such an audit
shall be at Tenant's expense, at any time within ninety (90) days after
Landlord's annual statement is delivered to Tenant for such calendar year,
provided, that Tenant shall give Landlord not less than fifteen (15) days prior
written notice of any such audit and sign a confidential non-disclosure
agreement prior to the audit reasonably acceptable to Tenant and subject to any
qualifications expressly provided in this Lease. Notwithstanding the foregoing,
in no event shall Tenant have the right to dispute or audit Overhead Rent to the
extent that such Overhead Rent is less than $4.50 per square foot of Rentable
Area.

C. LATE CHARGE. Tenant covenants and agrees to pay a late charge
in the amount of Five (5.0%) percent of any payment of Base Rent and Overhead
Rent not received by Landlord within three (3) days from written notice from
Landlord and within ten (10) days from written notice from Landlord for all
other payments due hereunder. Tenant shall also pay Landlord interest at a rate
equal to twelve percent (12%) per annum accruing on any Rent(s) outstanding
beyond such three (3) day period or ten (10) day period, as applicable. Tenant
shall pay Landlord any such late charge(s) or interest within five (5) days
after Landlord notifies Tenant of same.

D. DEFINITION OF RENT. The term "Rent" shall refer collectively
to Base Rent, Overhead Rent and Additional Rent. The term "Additional Rent" is
sometimes used herein to refer to any and all other

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BLUE LAKE STANDARD LEASE

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sums payable by Tenant hereunder, including, but not limited to, parking charges
and sums payable on account of default by Tenant. All Rent shall be paid by
Tenant without offset, demand or other credit except as otherwise specifically
provided herein, and shall be payable only in lawful money of the United States
of America which shall be legal tender in payment of all debts and dues, public
and private, at the time of payment. All sums payable by Tenant hereunder by
check shall be obtained against a financial institution located in the United
States of America. The Rent shall be paid by Tenant at the Building management
office located in the Building or elsewhere as designated by Landlord in writing
to Tenant. Any Rent payable for a portion of a month shall be prorated based
upon the number of days in the applicable calendar month.

E. RENT TAXES. In addition to Base Rent and Overhead Rent, Tenant
shall and hereby agrees to pay to Landlord each month a sum equal to any sales
tax, tax on rentals and any other similar charges now existing or hereafter
imposed, based upon the privilege of leasing the space leased hereunder or based
upon the amount of rent collected therefor.

F. COMMENCEMENT OTHER THAN FIRST DAY. If the Commencement Date
occurs on any day other than the first day of the month, or the Lease Term ends
on a date other than the last day of a calendar month, Tenant shall occupy the
Premises under the terms of this Lease and the pro rata portion of the Rent
shall be paid by Tenant; provided, however, that in such an event the
Commencement Date, for the purposes of this Lease, shall be deemed to be the
first day of the month immediately following the month in which possession is
given.

G. OVERHEAD RENT AFTER EXPIRATION DATE. Overhead Rent for the
final months of this Lease is due and payable even though it may not be
calculated until subsequent to the Expiration Date of the Lease.

4. SECURITY DEPOSIT.

A. SECURITY DEPOSIT. [Intentionally Omitted.]

B. SECURITY INTEREST. Landlord waives any statutory and common
law liens for rent, except as any tenant improvements installed or constructed
in the Premises, which waiver shall be automatic and self-executing.
Notwithstanding the foregoing, Landlord agrees to execute such reasonable
documents requested by Tenant to evidence such waiver set forth herein.

5. USE

A. GENERAL. Tenant will use and occupy the Premises solely
specific uses set forth in the BLI Rider and for no other use whatsoever. Tenant
shall, at its own cost and expense, obtain any and all licenses and permits
necessary for such use. Tenant acknowledges that its type of business, as above
specified, is a material consideration for Landlord's execution of this Lease.
Tenant will not commit waste upon the Premises nor suffer or permit the Premises
or any part of them to be used in any manner, or suffer or permit anything to be
done in or brought into or kept in the Premises or the Building, which would:
(i) violate any law or requirement of public authorities, (ii) cause injury to
the Building or any part thereof, (iii) annoy or offend other tenants or their
patrons or interfere with the normal operations of HVAC, plumbing or other
mechanical or electrical systems of the Building or the elevators installed
therein, (iv) constitute a public or private nuisance, or (v) alter the
appearance of the exterior of the Building or of any portion of the interior
other than the Premises pursuant to the provisions of this Lease. Tenant agrees
and acknowledges that Tenant shall be responsible for obtaining, and for any and
all costs of obtaining, any special amendments to the certificate of occupancy
for the Premises and/or the Building and any other governmental permits,
authorizations or consents required solely on account of Tenant's use of the
Premises.

B. PROHIBITED USES. Notwithstanding anything to the contrary in
this Lease or the BLI Rider, including but not limited to, the "Use of Premises"
Section of the BLI Rider, Tenant hereby covenants and agrees that Tenant's
business is not and shall not be, and that Tenant shall not use the Premises or
any part thereof, or permit the Premises or any part thereof to be used without
Landlord's prior written consent, [(i) for the business of photographic,
multilith or multigraph reproductions or offset printing; (ii) for a retail
banking, trust company, depository, guarantee or safe deposit business open to
the general public, or indoor automated teller machines, (iii) as a savings
bank, a savings and loan company open to the general public, (iv) for the sale
to the general public of travelers checks, money orders, drafts, foreign
exchange or letters of credit or for the receipt of money for transmission, (v)
as a stock broker's or dealer's office or for the underwriting or sale of
securities open to the general public, (vi) as a restaurant, cafeteria, bar, or
an establishment for the sale of confectionery, soda, beverages, sandwiches, ice
cream or baked goods or for the preparation, dispensing or consumption of food
or beverages in any manner whatsoever, (vii) as a news or cigar stand, (viii) as
an employment agency, labor union office, physician's or dentist's office, dance
or music studio, school (except for the training of employees and clients of
Tenant), (ix) as a barber shop or beauty salon, (x) for the business of (a)
operating a shared office facility, that is, a business which subleases space
and/or offers centralized services to subtenants or customers on a shared basis,
such as secretarial, receptionist, telephone, etc., or (b) for a fee to persons
inside or outside of the Building, providing as a service word processing,
secretarial, video conferencing, conference services, telephone answering,
receptionist or mail receipt services, (xi) for any services or uses to the
general

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public to be conducted on the Premises, (xii) amateur recreational uses or movie
theaters, (xiii) retail sales, including but not limited to drug stores or
florists, or (xiv) warehousing, showroom and wholesale uses. Nothing in this
Section shall preclude Tenant from using any part of the Premises for
photographic, multilith or multigraph reproductions to the extent that such uses
are incidental to Tenant's own business or activities.

6. ACCEPTANCE OF PREMISES; LANDLORD'S WORK

Taking possession of the Premises by Tenant shall be conclusive
evidence that the Premises were in good and satisfactory condition when
possession was so taken subject to latent defects and Landlord's maintenance and
repair obligations provided in this Lease. Unless expressly stated herein to the
contrary, Landlord has no obligation to repair, improve, or add to the Premises
subsequent to Tenant's taking possession thereof and Tenant shall, at its sole
cost and expense and in compliance with the provisions of this Lease, be
responsible for any changes, alterations, replacements or repairs, maintenance
and decorations to the Premises. Except as may be specifically provided in this
Lease, Tenant shall not be required to make alterations to the structural or
base building improvements of the Building. Neither Landlord nor Landlord's
agents have made any representations or promises with respect to the physical
condition of the Building or the Premises, or any other matter or thing
affecting or relating to Premises except as herein expressly set forth, and no
rights, easements or licenses are acquired by Tenant by implication or
otherwise, except as expressly set forth in the provisions of this Lease.
Notwithstanding the foregoing, Landlord represents and warrants to Tenant that
it has not received any notice that the Building is currently in violation of
any laws, regulations or ordinances. Any existing ceiling system and demountable
partitions are to remain in the Premises at the time of the delivery of the
Premises and may be utilized by Tenant without charge. Improvements, if any, to
be made to the Premises by Tenant shall be made in accordance with the Work
Letter. Landlord's published list of pre-approved general contractors and
architects for The Blue Lake Corporate Center, as may be amended from time to
time by Landlord at its sole option (except if Landlord has already approved a
general contractor or architect), shall have the exclusive right to bid for
Tenant's construction contracts. Improvements, if any, to be made to the
Premises by Landlord are specifically set forth in the Work Letter and there are
no others. All leasehold improvements (as distinguished from trade fixtures and
apparatus) installed in the Premises at any time, whether by or on behalf of
Tenant or by or on behalf of Landlord, shall not be removed from the Premises at
any time, unless such removal is consented to in advance by Landlord; and at the
expiration of this Lease (either on the Expiration Date or upon such earlier
termination as provided in this Lease), all such leasehold improvements shall be
deemed to be part of the Premises, shall not be removed by Tenant when it
vacates the Premises, and title thereto shall vest solely in Landlord without
payment of any nature to Tenant. All trade fixtures and apparatus (as
distinguished from leasehold improvements) owned by Tenant and installed in the
Premises shall remain the property of Tenant and shall be removable at any time,
including upon the expiration of the Term; provided that Tenant shall repair any
damage to the Premises caused by the removal of said trade fixtures and
apparatus and shall restore the Premises to substantially the same condition as
existed prior to the installation of said trade fixtures and apparatus. The
taking of possession by Tenant (or any permitted assignee or subtenant of
Tenant) of all or any portion of the Premises for the conduct of business will
be deemed conclusive evidence that Tenant has found the Premises, and all of
their fixtures and equipment, acceptable, subject to latent defects and
Landlord's maintenance and repair obligations provided in this Lease.

7. PARKING

A. RESERVATIONS. Landlord has and reserves the right to
reasonably alter the methods used to control parking and the right to reasonably
establish such controls and rules and regulations (such as parking stickers to
be affixed to vehicles) regarding parking that Landlord may deem desirable.
Without liability, Landlord will have the right to tow or otherwise remove
vehicles improperly parked, blocking ingress or egress lanes, or violating
parking rules, at the expense of the offending tenant and/or owner of the
vehicle.

B. CONDITIONS. Tenant's right to use, and its right to permit its
principals and guests to use, the parking facilities pursuant to this Lease are
subject to the following conditions: (i) Landlord reserves the right to
reasonably reduce the number of spaces in the parking area by not more than ten
percent (10%) of the then number of parking area spaces in the parking area
and/or reasonably change access thereto so long as such does not materially
reduce the number of parking spaces within reasonable proximity to the Premises;
and none of the foregoing shall entitle Tenant to any claim against Landlord or
to any abatement of Rent (or any part thereof); (ii) Landlord has no obligation
to provide a parking lot attendant and Landlord shall have no liability on
account of any loss or damage to any vehicle or the contents thereof except to
the extent caused by the negligence or willful misconduct of Landlord, or its
agents, employees or contractors, Tenant hereby agreeing to bear the risk of
loss for same; (iii) Tenant, its agents, employees and invitees, shall park
their automobiles and other vehicles only where and as reasonably designated
from time to time by Landlord within the parking area so long as such remain in
reasonable proximity to the Premises; and (iv) if and when so requested by
Landlord, Tenant shall furnish Landlord with the license numbers of any vehicles
of Tenant, its agents and employees.

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BLUE LAKE STANDARD LEASE

<PAGE>

8. BUILDING SERVICES

A. GENERAL. In general, the services set forth below will be
provided by Landlord or Landlord's licensee or an independent contractor
contracted for by Landlord at a service level set, defined and regulated
consistent with office buildings of similar quality to and in the same immediate
geographic area as the Building. During the Lease Term, the regular business
hours ("Business Hours") of the Building (including the auditorium and
cafeteria) will be 7:00 a.m. to 7:00 p.m., Monday through Saturday, except
holidays generally recognized by state and federal governments or as may be
shortened in accordance with applicable policies or regulations adopted by any
utility company servicing the Building or government. During periods other than
Business Hours chilled water will be available from Landlord or its energy
manager on prior request on an as-available basis at the per-ton-pricing from
time-to-time then in effect, except if such chilled water is separately metered
to the Premises, in which event Tenant shall pay the costs of such chilled water
as provided in below. Landlord reserves the right to increase the Business
Hours. The Building will be accessible to Tenant, its subtenants, agents,
servants, employees, contractors, invitees or licensees (collectively, "Tenant's
Agents") twenty-four hours per day, seven days per week except in the case of
temporary closure due to emergencies, repairs, casualty, governmental or
quasi-governmental requirements or as Landlord reasonably deems necessary in
order to prevent damage or injury to person or property. Landlord shall use
reasonable efforts not to materially disturb or interfere with Tenant's business
or Tenant's use of the Premises in connection with any such entry.

(1) ELECTRICITY:

(a) Landlord is the exclusive vendee of electrical utility
services for the Project. There shall be installed, at Landlord's expense, in
conformance with the Work Letter, separate electric metering for the Premises.
Tenant shall pay all applicable security deposits required to secure electrical
services as provided in the BLI Rider. Landlord shall be solely responsible for
the expenses of all sub-metering for all other utility services to the Premises,
to the extent such may be reasonably sub-metered. In the event that sub-metering
is not available until completion of all demising work for the Premises prior to
the Rent Commencement Date electric power will be available through the auspices
of the Landlord or its utility vendor for the purpose of lighting and general
office equipment use in amounts consistent with Building Standard Electric
Capacities. Landlord reserves the right after business hours during non-Business
Hours to turn off all unnecessary lighting in the unoccupied areas of the
Building to minimize the energy consumption of the Building. Tenant will not,
without written consent of Landlord connect with electric current except through
existing electrical outlets in the Premises, any major apparatus or major device
for the purpose of using electric current, except for Tenant's ability to add a
supplemental package air-conditioning unit as provided in this Section 8.

(2) STAND-BY ELECTRIC GENERATOR RIDER. Tenant may participate in
the stand-by electric generator service program available to the Building by
executing the stand-by electric generator subscription rider attached hereto and
made a part hereof as Exhibit "G".

(3) AIR-CONDITIONING SERVICES:

Landlord agrees that either Landlord or its designated utility manager
(the "Utility Manager") shall provide, air-conditioning services to the Premises
which air-conditioning services (including chilled water) shall be separately
metered to the Premises and billed directly by either Landlord or the Utility
Manager directly to Tenant. During Business Hours, air conditioning consistent
with comparable buildings in the Boca Raton area shall be supplied to the
Premises for the purposes of comfort control in the Premises during regular
business hours consistent with comparable office buildings in the Boca Raton
area. Landlord and Tenant agree that Landlord's air-conditioning system is not
designed to cool machinery and equipment. Tenant shall not re-direct, or in any
manner modify, the air-conditioning duct distribution to accommodate Tenant's
build-out unless any such modifications are first approved in writing by the
Landlord, which modifications shall be designed only by an engineer pre-approved
by the Landlord. If Tenant requires additional air-conditioning services for
comfort control during Business Hours, (i.e., in excess of Building Standard) or
during non-Business Hours Landlord shall, in response to Tenant's request for
any such additional air-conditioning service accommodate Tenant subject to
availability at the then prescribed per-ton hour basis which service shall be
billed to Tenant as Additional Rent. At the time of the execution of this Lease,
the per-ton hour charge for additional air-conditioning services is $.24. This
rate may be subject to change during the Lease Term as evaluated and determined
by FPL Services, the Utility Manager or a similar service. At Landlord's option,
Landlord may secure air-conditioning controls (thermostats) in lockable metal
boxes to regulate the efficiency and use of the system. The Landlord may, at its
option, contract with FPL Services, or such other provider of chilled-water
distribution system sources as the Landlord may reasonably elect.

(4) WATER AND SEWER:

Landlord agrees to provide municipally supplied cold water and
sewer services to the Common Areas for lavatory purposes.

(5) ELEVATOR SERVICE:

Subject to events of force majeure, Tenant shall have passenger
elevator access to the Premises twenty-four (24) hours per day, seven days per
week; however, access for deliveries and use of

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BLUE LAKE STANDARD LEASE

<PAGE>

freight elevators are subject to Landlord's reasonable rules and regulations.

(6) WINDOW WASHING:

Landlord will provide exterior window washing with reasonable
frequency.

B. INTERRUPTION OF SERVICES. Tenant understands and agrees that
Landlord does not warrant that any of the services referred to above, or any
other services which Landlord may supply, will be free from interruption. Tenant
acknowledges that any one or more of such services may be suspended by reason of
accident or repairs, alterations or improvements necessary to be made, or by
strikes or lockouts, or by reason of operation of law, or other causes beyond
the control of Landlord. No such interruption or discontinuance of service will
be deemed an eviction or a disturbance of Tenant's use and possession of the
Premises or any part thereof, or render Landlord liable to Tenant for damages or
abatement of Rent or relieve Tenant from the responsibility of performing any of
Tenant's obligations under this Lease. However, to the extent that electrical
service is interrupted for more than five (5) consecutive business days due to
the negligence or wilful act of the Landlord, its agents, employees or
contractors, and such interruption prevents the Tenant from occupying the
Premises for its business operations and Tenant does not occupy the Premises for
the duration of such interruption, Rent shall abate to the extent that such
interruption continues beyond the five (5) consecutive business day period.

C. FIBER OPTICS. Tenant may contract with BellSouth, which has
been provided access through the underlying property by Landlord for
telecommunication service wiring and installation and which has been designated
by the Landlord as the vendor of choice at the Blue Lake Building, for
voice and data telecommunication wiring and services, and installing any
telecommunication products and, specifically, dual access points for Tenant's
fiber optic lines, at Tenant's sole expense. To the extent that such
installation requires the digging of a trench through the Property in order to
gain dual access points, the Tenant shall provide the Landlord with plans and
schematics for the referenced installation which plans and schematics shall be
subject to the reasonable satisfaction of the Landlord and which installation
shall be further subject to the approval, as necessary, of the City of Boca
Raton or other agencies having jurisdiction thereon.

D. UTILITY DEREGULATION: Landlord has advised Tenant that
presently, Florida Power & Light ("Electric Service Provider") is the utility
company selected by Landlord to provide utility service for the Building.
Notwithstanding the foregoing, if permitted by law, Landlord shall have the
right at any time and from time to time during the Lease Term to either contract
for service from a different company or companies providing electric service (a
such company shall hereinafter be referred to as an "Alternate Service
Provider") or continue to contract for service from the Electric Service
Provider. Tenant shall cooperate with Landlord, the Electric Service Provider
and any Alternate Service Provider at all times and, as reasonably necessary,
shall allow Landlord, Electric Service Provider, and any Alternate Service
Provider reasonable access to the Building's electric lines, feeders, risers,
wiring and any other machinery within the Premises. Landlord shall be in no way
liable or responsible for any loss, damage or expense that Tenant may sustain or
incur by reason of change, failure, interference, disruption or defect in the
supply or character of the electric energy furnished to the Premises (except to
the extent caused by the negligence or willful misconduct of Landlord, its
agents, employees or contractors), or if the quantity or character of the
electric energy supplied by the Electric Service Provider or any Alternate
Service Provider is no longer available or suitable for Tenant's requirements,
then no such change, failure, defect, unavailability or unsuitability shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of Rent, or relieve Tenant from any of its
obligations under the Lease.

9. SECURITY

With respect to security for the Building and the parking lot,
Landlord and Tenant hereby agree as follows: Security of the Premises is the
sole responsibility of the Tenant and that the Landlord has no liability for
breach of security to the Premises. Tenant may at Tenant's expense install a
security system to the Premises; provided, however, that Tenant, in addition to
access otherwise required hereunder, will provide Landlord adequate access to
the Premises in case of emergencies particularly regarding Premises that contain
fire sprinkler risers and equipment. Landlord will install in the Building, an
access device, such as a keypad or card reader, as Landlord may deem appropriate
for the Building, in Landlord's sole and absolute discretion. All repairs
required to the Premises caused by security breaches are the responsibility of
the Tenant, except to the extent caused by the negligence or willful misconduct
of Landlord, its agents, employees or contractors, however, Landlord may elect
to effect such repairs, if appropriate to insure continued security, protection
of property, or safety of life. The cost of such repairs shall be Additional
Rent.

A. TENANT'S RESPONSIBILITY. Tenant shall: (1) abide by all
reasonable policies, procedures and rules and regulations for use of the access
system, (2) report promptly the loss or theft of all keys which would permit
unauthorized entrance to the Premises, Building or parking lot, (3) promptly
report to Landlord door-to-door solicitation or other unauthorized activity in
the Building or parking lot, and (4) promptly inform the Landlord's security
contractor in the event of a break-in or other emergency. In addition, Tenant
may, at its option and sole cost and expense, install its own interior security
system pursuant to plans to be submitted to Landlord

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BLUE LAKE STANDARD LEASE

<PAGE>

for Landlord's approval, which approval shall not be unreasonably withheld. The
Tenant shall deliver mechanic's lien releases prior to the initiation of the
work.

B. INTERRUPTION OF SECURITY. Tenant acknowledges that the above
security provisions may be suspended or modified at Landlord's sole discretion
or as a result of causes beyond the reasonable control of Landlord. No such
interruption, discontinuance or modification of security service will constitute
an eviction, constructive eviction, or a disturbance of Tenant's use and
possession of the Premises, and further, no interruption, discontinuance or
modification of security service will render Landlord liable to Tenant or
third-parties for damages, abatement of Rent, or otherwise, or relieve Tenant of
the responsibility of performing Tenant's obligations under this Lease.

C. HURRICANE SHUTTER OPTION. Tenant may, at Tenant's sole cost
and expense (which shall include all expenses reasonably incurred by Landlord
unless plans for hurricane shutters were incorporated as part of the initial
construction document review process) install protective hurricane shutters on
the interior of the windows of the Premises. Any such installation of hurricane
shutters shall be subject to the prior approval of the Landlord, which approval
shall not be unreasonably withheld. The hurricane shutters shall be approved by
the Landlord as to size, color, type of shutter, mode of attachment and such
other criteria as Landlord shall from time-to-time determine. The Tenant must
also receive the approval of the City of Boca Raton, Florida prior to the
installation of hurricane shutters.

10. REPAIRS, MAINTENANCE AND UTILITIES

A. LANDLORD'S RESPONSIBILITIES. During the Lease Term, Landlord
shall maintain the level of repairs and maintenance (and replacements if needed)
for the Building, the Common Areas, and all other areas serving the Building, in
a manner comparable to office buildings of similar quality to and in the
immediate geographic area of the Building and perform or have performed all such
repairs and maintenance. Landlord's responsibilities for repairs and maintenance
with respect to this paragraph are as follows: (1) the structural, foundation,
and roof systems of the Building and the surface parking lot, (2) the Building
standard electrical and mechanical systems, (3) the primary water and sewer
systems, life-safety, air conditioning, and sprinkler systems, of the Building
and to the Premises (excluding, however, those systems which are installed by
Tenant for Tenant's sole use), (4) the Building Common Areas and the common area
furniture, fixtures, and equipment and exterior windows, (5) the landscaped
areas in and about the Building, (6) the parking lot, driveways, sidewalks,
drainage systems and exterior Common Areas, and (7) replacement of Building
standard fluorescent light bulbs in the Common Areas.

B. TENANT'S RESPONSIBILITIES. Tenant shall at its own cost and
expense keep and maintain all parts of the Premises and such portion of the
Building within the exclusive control of Tenant in good condition, promptly
making all necessary repairs and replacements, whether ordinary or
extraordinary, with materials and workmanship of the same character, kind and
quality as the original, including but not limited to interior windows, glass
and plate glass, doors, skylights, any, special office entries, interior walls
and finish work, floors and floor coverings, heating and air conditioning,
electrical systems and fixtures, sprinkler systems, water heaters, truck doors,
and plumbing work and fixtures, all of the foregoing systems inside the
Premises. Tenant as part of its obligation hereunder shall keep the whole of the
Premises in a clean and sanitary condition. Tenant will as far as possible keep
all such parts of the Premises from deteriorating, ordinary wear and tear
excepted, and from falling temporarily out of repair, and upon termination of
this Lease in any way. Tenant will yield up the Premises to Landlord in good
condition and repair, loss by fire or other casualty covered by insurance to be
secured pursuant to section 14 excepted (but not excepting any damage to glass
or loss not reimbursed by insurance because of the existence of a deductible
under the appropriate policy, ordinary wear and tear excepted). Tenant shall not
damage any demising wall or disturb the integrity and supports provided by any
demising wall and shall, at its sole cost and expense, properly repair any
damage or injury to any demising wall caused by Tenant or its employees, agents
or invitees. Tenant shall, at its own cost and expense, as additional rent, pay
for the repair of any damage to the Premises or the Building, resulting from
and/or caused in whole or in part by the negligence or misconduct of Tenant, its
agent, servants, employees, patrons, customers, or any other person entering
upon the Building as a result of Tenant's business activities caused by Tenant's
default hereunder.

C. REPAIRS AND MAINTENANCE; MISCELLANEOUS. Notwithstanding
anything to the contrary in this Lease, Landlord shall have no responsibility to
repair or maintain the Building, any of its components, the Common Areas, the
Premises, or any fixture, improvement, trade fixture, or any item of personal
property contained in the Building, the Common Areas, and/or the Premises if
such repairs or maintenance are required because of the occurrence of any of the
following: (i) the improper acts, misuse, improper conduct, omission or neglect
of Tenant or Tenant's Agents, or (ii) the conduct of business in the Premises.
Should Landlord elect to make repairs or maintenance occasioned by the
occurrence of any of the foregoing, Tenant shall pay as Additional Rent all such
reasonable costs and expenses incurred by Landlord. Landlord shall have the
right to reasonably approve in advance all work, repair, maintenance or
otherwise, to be performed under this Lease by Tenant and all of Tenant's
repairmen, contractors, subcontractors and suppliers performing work or
supplying materials. Tenant shall

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BLUE LAKE STANDARD LEASE

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be responsible for all permits, inspections and certificates for accomplishing
the above. Tenant shall obtain lien waivers for all work done in or to the
Premises, by contractors, subcontractors, and suppliers retained by Tenant.

11. TENANT'S ALTERATIONS

A. GENERAL. During the Lease Term, Tenant will make no
alterations, additions or improvements in or to the Premises or the Building
envelope, structure, roof, mechanical and plumbing systems, electrical systems,
or any area in which asbestos has been located (as noted in the Environmental
Report (as hereinafter defined) or as identified in writing by the Landlord) ,
and will perform no work the cost of which is in excess of $20,000.00 in the
aggregate (any and all of such alterations, additions or improvements other than
those set forth in the Work Letter attached hereto are collectively referred to
in this Lease as the "Alteration(s)", and the foregoing Alterations collectively
referred to as "Major Alterations"), without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Tenant shall submit
to Landlord detailed drawings and plans of the proposed Major Alterations at the
time Landlord's consent is sought. Upon Landlord's consent to any proposed Major
Alterations by Tenant, such consent will be conditioned upon Tenant's agreement
to comply with all reasonable requirements established by Landlord, including
safety requirements and the matters referenced in Section 22 of this Lease. All
Alterations shall be done in compliance with all other applicable provisions of
this Lease and with all applicable laws, ordinances, directives, rules and
regulations of government or authorities having jurisdiction, including, without
limitation, the Americans with Disabilities Act (ADA), the Florida Accessibility
Code, and all laws dealing with the abatement, storage, transportation and
disposal of asbestos or other hazardous materials, which work, shall be effected
by contractors and consultants reasonably approved by Landlord and in compliance
with all applicable laws and with Landlord's rules and regulations. Tenant may
provide Landlord with a list of proposed contractors and consultants regularly
engaged by Tenant for minor Alterations such as carpeting, painting, and low
voltage wiring. Once such list has been approved by Landlord, the Tenant shall
not be required to obtain separate approvals for such contractors and
consultants for each such minor Alterations project. Notwithstanding anything to
the contrary contained in this Section, Tenant shall not penetrate or disrupt
the structural columns of the Building located within the Premises; and shall
not penetrate or disrupt any area within three (3) feet of any structural column
in performing any Alterations, without Landlord's prior written consent which
shall not be unreasonably withheld or delayed. All Material Alterations shall be
performed by those pre-qualified architects and contractors designated by
Landlord as approved for the Blue Lake Corporate Center, a list of which are
attached hereto and made a part hereof as Exhibit "B-3", which list is subject
to amendment from time-to-time. If Tenant elects to remove any Major Alterations
at the expiration of the Lease, Tenant shall repair any and all damage caused to
the Premise by such removal. Additionally, prior to the commencement of any work
by or for Tenant, Tenant shall furnish to Landlord certificates evidencing the
existence of builder's risk, comprehensive general liability, and worker's
compensation insurance complying with the requirements of Insurance Section of
this Lease. Any damage to any part of the Building that occurs as a result of
any Alterations shall be repaired by Tenant, as soon as reasonably practicable,
to the reasonable satisfaction of Landlord. Tenant and its contractor and all
other persons performing any Alterations shall abide by the Landlord's
reasonable job site rules and regulations and reasonably cooperate with
Landlord's construction representative in coordinating all of the work in the
Building including, without limitation, the hours of work, parking, and use of
the construction elevator. Landlord shall not charge any other fee to Tenant in
respect of Landlord's construction representative. All alterations will comply
with the requirements of any energy efficiency program offered by the electric
service provided to the Building to the extent practicable. All materials used
in any Major Alterations, including, without limitation, paint, carpet, wall or
window coverings, carpet glues, and any other chemicals shall be subject to
Landlord's prior written reasonable approval. All alterations shall be done in a
good and workmanlike manner. Tenant shall, prior to the commencement of any
Alterations, obtain and exhibit to Landlord any governmental permit required for
the Alterations. Within ten (10) days after completion of any Alteration, Tenant
shall deliver to the Landlord, copies of any plans and specifications for such
Alteration. All contractors, sub-contractors, mechanics, laborers and
materialmen shall be put on notice of and shall be subject to the fact that
Tenant is not authorized to subject Landlord's interest in the Building or the
Premises to any claim for construction, mechanics, laborer's and materialman's
liens and all persons dealing directly or indirectly with Tenant may not look to
the Landlord's interest in the Premises as security for payment, all as more
fully provided in Section 26 of this Lease.

B. ALTERATION COSTS.

(1) Tenant shall pay to Landlord as Additional Rent (or to
its nominee or designated contractor, as Landlord may direct) in connection with
all Major Alterations (other than the initial tenant improvements) reasonable
fees and costs of Landlord's engineers, architects, and construction managers
for review and approval of all plans and specifications for such Major
Alteration, and for all other reasonable costs and expenses incurred by Landlord
as a result of or in connection with each such Major Alteration, based on an
hourly fee and reasonable and customary hours expended for each such Major
Alteration.

(2) The Major Alteration costs shall be paid monthly
installments during the course

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of the performance of the Major Alteration, within thirty (30) days from receipt
of Landlord's reasonably detailed invoice. Within thirty (30) days after
completion of the Major Alteration, Tenant shall pay to Landlord the entire
balance of the Major Alteration costs if not theretofore paid in full.

12. LANDLORD'S ADDITIONS AND ALTERATIONS

Landlord has the right to make changes in and about the Building and
parking areas, including, but not limited to, signs, entrances, address or name
of Building. Such changes may include, but not be limited to, rehabilitation,
redecoration, refurbishment and refixturing of the Building and expansion of or
structural changes to the Building. The right of Tenant to quiet enjoyment and
peaceful possession given under the Lease will not be deemed breached or
interfered with by reason of Landlord's actions pursuant to this paragraph so
long as such actions do not materially deprive Tenant of its use and enjoyment
of the Premises. If Landlord voluntarily changes the street address of the
Building, then Landlord will reimburse Tenant for all reasonable expenses
incurred by Tenant in connection with reprinting stationery, business cards, and
brochures due to such change (but not to exceed $5,000.00), unless Landlord
provides Tenant at least one hundred twenty (120) days prior written notice of
such change.

13. ASSIGNMENT AND SUBLETTING

A. LANDLORD'S CONSENT REQUIRED. Except as provided below with
respect to assignment of this Lease following Tenant's bankruptcy, neither
Tenant, nor Tenant's legal representatives or successors-in-interest by
operation of law or otherwise will effect a "Transfer", as herein defined
without first obtaining the consent of Landlord, which consent Landlord shall
not unreasonably withhold or delay provided that all of the requirements of
paragraph B. of this Section 13 are satisfied. As used in this Section 13, any
of the following shall be deemed to be a Transfer ("Transfer"): assignment of
this Lease, in whole or in part; sublet of all or any part of the Premises; any
license allowing anyone other than Tenant to use or occupy all or any part of
the Premises; a pledge or encumbrance by mortgage or other instrument of
Tenant's interest in this Lease; any transfer of corporate shares as described
in paragraph C. of this Section 13; or any transfer of partnership interest as
described in paragraph D. of this Section 13. Consent by Landlord to any
transfer shall not constitute a waiver of the requirement for such consent to
any subsequent transfer. Upon such approved assignment, Tenant shall not be
released from its obligations hereunder arising after such assignment has been
accomplished, unless the approved assignee specifically assumes, in writing, for
the benefit of the Landlord, all such obligations, in which event Tenant shall
be released of all such obligations hereunder.

B. CONDITIONS FOR TRANSFER APPROVAL. Unless all of the following
conditions are satisfied, Landlord withholding of consent will be deemed
reasonable:

(1) In Landlord's reasonable judgment, the proposed
assignee or subtenant or occupant is engaged in a business or activity, which
(a) is in keeping with the then zoning requirements, (b) is limited to the use
of the Premises as set forth in the BLI Rider, and (c) will not violate any
negative covenant as to use contained in any other lease of office space in the
Building; (d) use of the Premises by the proposed transferee or assignee will
not violate or create any potential violation of any laws or any other
agreements affecting the Premises, the Building, the Landlord or other tenants;

(2) The proposed transferee is a reputable person of good
character, in Landlord's reasonable judgment, and has sufficient financial
wherewithal to discharge its obligations under this Lease and/or the proposed
Agreement of Assignment or the Sublease.

(3) The form of the proposed sublease or instrument of
assignment or occupancy shall be reasonably satisfactory to Landlord, and shall
comply with the applicable provisions of this Section;

(4) There shall not be more than a total of three (3)
occupying entities (including Tenant and any assignee or sublessee requiring
approval by Landlord hereunder) of the Premises; and

(5) The proposed subtenant or assignee or occupant shall
not be entitled, directly or indirectly, to diplomatic or sovereign immunity and
shall be subject to the service of process in, and the jurisdiction of the
courts of the State of Florida.

(6) Such transferee (if an assignment) shall assume in
writing, in a form reasonably acceptable to Landlord, all of Tenant's
obligations hereunder and Tenant shall provide Landlord with a copy of such
assumption/ transfer document;

(7) Tenant shall reimburse Landlord for all of its
reasonable out-of-pocket costs and expenses incurred with respect to the
transfer, not to exceed $5,000.00.

(8) Tenant to which the Premises were initially leased
shall continue to remain liable under this Lease for the performance of all
terms, including but not limited to, payment of Rental due under this Lease;

(9) Tenant's Guarantor, if any, shall continue to remain
liable under the terms of the Guaranty of this Lease and, if Landlord deems it
necessary, such guarantor shall execute such

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documents necessary to insure the continuation of its guaranty;

(10) Each of Landlord's Mortgagees shall have consented in
writing to such transfer.

(11) Tenant shall give notice of a requested transfer to
Landlord, which notice shall be accompanied by (a) a conformed or photostatic
copy of the proposed assignment or sublease, the effective or commencement date
of which shall be at least thirty (30) days after the giving of such notice, (b)
a statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Premises, (c) current financial information with respect to the proposed
assignee or subtenant, including, without limitation, its most recent financial
report and (d) such other information as Landlord may reasonably request.

(12) The proposed use of the Premises by the Transferee
will not require increased services from the Landlord from that provided to
Tenant under the Lease.

(13) Then sublease or assignment will not violate any
exclusivity clause contained in any lease affecting any portion of the Building.

C. TRANSFER OF CORPORATE SHARES. Notwithstanding anything to the
contrary contained in this Lease, Tenant may assign this Lease or sublet all or
any portion of the Premises from time to time, without Landlord's consent, to
any entity controlling, controlled by or under common control with Tenant, or to
any successor of Tenant resulting from a merger or consolidation of Tenant, or
as a result of a sale by Tenant of all or substantially all of its assets or
stock, provided that no such transfer shall relieve Tenant or the Guarantor from
any liability under this Lease, whether accrued to the date of such transfer or
thereafter accruing. In addition, any change in the controlling interest in the
stock of Tenant as a result of an initial public offering of Tenant's stock, and
any transfer of the capital stock of Tenant by persons or parties through the
"over-the-counter market" or through any recognized stock exchange, shall not be
deemed to be a transfer requiring Landlord's consent. Landlord shall not be
entitled to receive any portion of the Transfer consideration as described below
arising out of an assignment or sublease not requiring Landlord's consent.
Tenant shall provide written notice of such assignment or subletting, together
with the name and address of the assignee or subtenant, five (5) days prior to
the assignment or subletting to the extent permitted by law, but in no event
more than ten (10) days after such assignment or subletting.

D. ACCEPTANCE OF RENT FROM TRANSFEREE. The acceptance by Landlord
of the payment of Rent following any assignment or other transfer prohibited by
this Section shall not be deemed to be a consent by Landlord to any such
assignment or other transfer nor shall the same be deemed to be a waiver of any
right or remedy of Landlord hereunder. Following a permitted sub-lease, if
Tenant breaches any of the terms and provisions of this Lease, Landlord may
elect to receive directly from the Sub-tenant due or payable to Tenant by
Sub-Tenant pursuant to the Sub-Lease, and upon receipt of a written notice from
Landlord referencing this section, Sub-Tenant shall have to pay to Landlord any
and all sums becoming due or payable under the Sub-Lease. Tenant shall receive
from Landlord a corresponding credit for such sums against any payments then due
or thereafter becoming due from Tenant. Neither the giving of such written
notice to Sub-Tenant nor the receipt of such direct payments from the Sub-Tenant
shall cause the Landlord to assume any of Tenant's duties, obligations, and/or
liabilities under any sublease, nor shall such event impose upon Landlord the
duty or obligation to honor the sublease or subsequently to accept Sub-Tenant's
attornment.

E. If, this Lease is purported to be assigned, without the
consent of the Landlord, or the Premises are sublet or occupied by anyone other
than Tenant, Landlord may accept rents from the assignee, subtenant or occupant
and apply the net amount received to the Rent reserved in this Lease, but no
such assignment, subletting, occupancy or acceptance of Rent shall be deemed a
waiver of the requirement for Landlord's consent as contained in this section or
constitute a novation or otherwise release Tenant from its obligations under
this Lease.

F. If Landlord shall consent to any Transfer, Tenant shall in
consideration therefor, pay to Landlord as Additional Rent, an amount equal to
one hundred (100%) percent of the Transfer Consideration, or Landlord may elect
to recapture the Transferred portion of the Premises and terminate this Lease
with respect to that portion only. For purposes of this paragraph, the term
Transfer Consideration shall mean in any Lease Year (i) any rents, additional
charges or other consideration payable to Tenant by the transferee of the
Transfer which is in excess of the Base Rent and Overhead Rent accruing during
such Lease Year, net of the reasonable costs incurred by Tenant in connection
with the Transfer including but not limited to reasonable fees paid to Tenant's
attorneys and accountants with respect to the Transfer, broker commissions, and
advertising costs associated therewith, and improvement costs. Landlord shall
have the right to audit Tenant's books and records during normal business hours,
at a location in South Florida reasonably designated by Tenant, upon reasonable
notice to determine the amount of Transfer Consideration payable to Landlord. In
the event such audit reveals an understatement of Transfer Consideration in
excess of five percent (5%) of the actual Transfer Consideration due Landlord,
Tenant shall pay for the cost of such audit within ten (10) business days after
Landlord's written demand

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<PAGE>

for same otherwise, Landlord shall be solely responsible for the costs of such
audit.

G. Any permitted sublease shall provide: (i) the subtenant shall
comply with all applicable terms and conditions of this Lease to be performed by
Tenant (except as to Rent); (ii) the sublease is expressly subject to all of the
terms and provisions of this Lease; and (iii) unless Landlord elects otherwise,
the sublease will not survive the termination of this Lease (whether voluntarily
or involuntarily) or resumption of possession of the Premises by Landlord
following a default by Tenant. The sublease shall further provide that if
Landlord elects, the sublease shall further survive a termination of this Lease
or resumption of possession of the Premises by Landlord following a default by
Tenant, the subtenant will, at the election of Landlord, attorn to the Landlord
and continue to perform its obligations under its sublease as if this Lease had
not been terminated and the sublease were a direct lease between the Landlord
and subtenant. The sublease shall otherwise be in form and substance reasonably
satisfactory to the Landlord's lawyer. Any permitted assignment of lease shall
contain an assumption by the Assignee of all terms, covenants and conditions of
this Lease to be performed by the Tenant and shall otherwise be in form and
substance reasonably satisfactory to the Landlord's lawyer.

H. BUILDING DIRECTORY ADDITIONS. The listing or posting of any
name, other than that of Tenant, whether on the door or exterior wall of the
Premises, the Building's tenant directory in the lobby or elevator, or elsewhere
shall not (i) constitute a waiver of Landlord's rights to withhold consent of
any sublease or assignment pursuant to this Section 13; (ii) be deemed an
implied consent by Landlord to any sublease of the Premises or any portion
thereof, to any assignment or transfer of the Lease, or to any unauthorized
occupancy of the Premises, except in accordance with the express terms of that
Lease; or (iii) operate to vest any right or interest in the Lease or in the
Premises. Any such listing as described in this subsection shall constitute a
privilege extended by Landlord to Tenant and shall be immediately revokable at
Landlord's will by notice to Tenant.

14. TENANT'S INSURANCE COVERAGE

A. GENERAL. Tenant agrees that, at all times during the Lease
Term (as well as prior and subsequent thereto if Tenant or any of Tenant's
Agents should then use or occupy any portion of the Premises), it will keep in
force, with an insurance company licensed to do business in the State of
Florida, and at least A+IX-rated in the most current edition of Best's Insurance
Reports and acceptable to Landlord, (i) without deductible in excess of
$5,000.00, comprehensive general liability insurance, including coverage for
bodily injury and death, property damage and personal injury and contractual
liability as referred to below, in the amount of not less than the amount set
forth in the BLI Rider, combined single limit per occurrence for injury (or
death) and damages to property, (ii) with deductible of not more than Five
Thousand Dollars ($5,000.00), insurance on an "All Risk or Physical Loss" basis,
including sprinkler leakage, vandalism, malicious mischief, fire and extended
coverage, covering all improvements to the Premises, fixtures, furnishings,
removable floor coverings, equipment, signs and all other decoration or stock in
trade, in the amounts of not less than the full replacement value thereof, and
(iii) workmen's compensation and employer's liability insurance, if required by
statute. Such policies will: (i) include Landlord, Landlord's Lender, and
Landlord's affiliates, or such other parties as Landlord may reasonably
designate as additional insured's, (ii) be considered primary insurance, (iii)
include within the terms of the policy or by contractual liability endorsement
coverage insuring Tenant's indemnity obligations under paragraph 19 for bodily
injury and property damage, and (v) provide that it may not be canceled or
changed without at least thirty (30) days prior written notice from the company
providing such insurance to each party insured thereunder. Tenant will also
maintain throughout the Lease Term worker's compensation insurance with not less
than the maximum statutory limits of coverage.

B. EVIDENCE. The insurance coverages to be provided by Tenant
will be for a period of not less than one year. At least thirty (30) days prior
to the Commencement Date, Tenant will deliver to Landlord original certificates
of all such paid-up insurance; thereafter, at least thirty (30) days prior to
the expiration of any policy Tenant will deliver to Landlord such original
certificates as will evidence a paid-up renewal or new policy to take the place
of the one expiring. Any insurance required of Tenant under this Lease may be
furnished by Tenant under an umbrella or blanket policy carried by Tenant. Such
umbrella or blanket policy shall contain an endorsement that names Landlord as
an additional insured, references the Premises, and provides for a minimum limit
available for the Premises equal to the insurance amounts required in the Lease.

15. LANDLORD'S INSURANCE COVERAGE

A. GENERAL. Landlord will at all times during the Lease Term
maintain a policy or policies of insurance insuring the Building against loss or
damage by fire, explosion or other hazards and contingencies typically covered
by insurance for an amount acceptable to the mortgagees encumbering the
Building. Landlord reserves the right, in its reasonable business judgement, to
self insure in lieu of maintaining such policies.

B. TENANT'S ACTS. Tenant will not do or permit anything to be
done upon or bring or keep or permit anything to be brought or kept upon the
Premises which will increase Landlord's rate of insurance on the Building. If by
reason of the failure of Tenant to comply with the terms of this Lease, or by
reason of Tenant's occupancy (even though permitted or contemplated by this
Lease), the

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BLUE LAKE STANDARD LEASE

<PAGE>

insurance rate shall at any time be higher than it would otherwise be, Tenant
will reimburse Landlord for that part of all insurance premiums charged because
of such violation or occupancy by Tenant. Tenant agrees to comply with any
reasonable requests or recommendation made by Landlord's insurance underwriter
inspectors.

C. EXCLUSIONS. Tenant acknowledges that Landlord will not carry
insurance on tenant improvements, furniture, furnishings, trade fixtures,
equipment installed in or made to the Premises by or for Tenant, in accordance
with the Work Letter attached hereto, and Tenant agrees that Tenant, and not
Landlord, will be obligated to promptly repair any damage thereto or replace the
same.

16. WAIVER OF RIGHT OF RECOVERY

Except as otherwise provided in this Lease, neither Landlord nor Tenant shall be
liable to the other for any damage to any building, structure or other tangible
property, or any resulting loss of income, or losses under worker's compensation
laws and benefits, even though such loss or damage might have been occasioned by
the negligence of such party, its agents or employees. The provisions of this
Section shall not limit the indemnification for liability to third parties
pursuant to Section 19. As used in this Section 16.A., "damage" refers to any
loss, destruction or other damage.

17. DAMAGE OR DESTRUCTION BY CASUALTY

A. LANDLORD'S ABSOLUTE RIGHT TO TERMINATE. If by fire or other
casualty the Premises or the Building is damaged or destroyed to the extent of
Twenty Five (25%) Percent or more of the insured value thereof but in the
reasonable estimation of Landlord made within thirty (30) days of the fire or
casualty cannot be restored in less than two hundred ten (210) days from the
date of Landlord's notice, Landlord or Tenant will have the option of
terminating this Lease or any renewal thereof by serving written notice upon the
other within ninety (90) days from the date of the casualty and any prepaid Rent
or Additional Rent will be prorated as of the date of destruction and the
unearned portion of such Rent will be refunded to Tenant without interest. If
neither party elects to terminate, Landlord shall promptly commence to restore
and diligently and continuously complete within such two hundred and ten (210)
days.

B. QUALIFIED RIGHT TO TERMINATE. In addition to the foregoing, if
this Lease is not cancelled and the Landlord undertakes such reconstruction or
repair but does not complete the reconstruction or repair within two hundred ten
(210) days after the date of the fire or other casualty, then the Tenant shall
have the additional right to terminate this Lease by written notice to the
Landlord delivered within thirty (30) days after the expiration of such two
hundred ten (210) day period.

C. OBLIGATION TO RESTORE. If by fire or other casualty either the
Premises or the Building is destroyed or damaged, but only to the extent of less
than Twenty-Five (25%) Percent of the insured value of the Premises or the
Building (as applicable), and more than one (1) year remains in either the
initial Lease Term or Renewal Term, as applicable, then Landlord will restore
the Premises within ninety (90) days of the date of the fire or other casualty
subject to events of force majeure.

D. RENT ADJUSTMENTS. In the event of restoration by Landlord, all
Base Rent and Additional Rent paid in advance shall be apportioned as of the
date of damage or destruction and all such Base Rent and Additional Rent as
above described, thereafter accruing, shall be equitably and proportionally
adjusted according to the nature and extent of the destruction or damage,
pending substantial completion of rebuilding, restoration or repair. In the
event the destruction or damage is so extensive as to make it impossible for
Tenant to conduct Tenant's business in the Premises, Rent and Additional Rent
will be fully abated until the Premises are substantially restored by Landlord
or until Tenant resumes use and occupancy of the Premises, whichever shall first
occur. In lieu of abating Rent and Additional Rent, as provided above, Landlord
shall have the right to temporarily or permanently relocate Tenant to another
space reasonably acceptable to Tenant. Landlord will not be liable for any
damage, whether proximate or consequential, to, or any inconvenience or
interruption of the business of Tenant or Tenant's Agents, occasioned by fire or
other casualty except to the extent caused by the negligence or its willful
misconduct of the Landlord, its agents, employees or contractors.

E. QUALIFICATIONS. Notwithstanding the foregoing, Landlord's
obligation to restore exists (i) only if and/or to the extent, that the
insurance proceeds received by Landlord are sufficient to compensate Landlord
for its restoration costs and/or (ii) the area unaffected by the casualty may,
as determined by Landlord's reasonable business judgment, be restored as a
profitable, and self functioning unit.

18. CONDEMNATION AND EMINENT DOMAIN

A. ABSOLUTE RIGHT TO TERMINATE. If all or a material part of the
Premises or the Building or the parking spaces is taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by purchase in lieu thereof, and the taking would prevent
or materially interfere with the use of the Premises for the purpose for which
they are then being used, this Lease will terminate and the Rent will be abated
during the unexpired portion of this Lease effective on the date physical
possession is taken by the condemning authority and any unearned portion of Rent
prepaid will be refunded to Tenant. Tenant will have no claim to the
condemnation award, other

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than as to its Tenant Improvements, trade fixtures, moving expenses, and other
out of pocket damages so long as such does not diminish the Landlord's award.

B. OBLIGATION TO RESTORE. In the event an immaterial part of the
Premises or the Building or the parking spaces is taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain or by purchase in lieu thereof, and this Lease is not
terminated as provided in subsection A above, then Landlord shall, subject to
the remaining provisions of this Section, at Landlord's expense, as soon as
reasonably practicable, restore the portion of the Premises (for which Landlord
receives the condemnation award pursuant hereto) and the Building to the extent
necessary to make them reasonably tenantable. The Rent payable under this Lease
during the unexpired portion of the Lease Term shall be adjusted to such an
extent as may be fair and reasonable under the circumstances. Tenant shall have
no claim to the condemnation award with respect to the leasehold estate but, in
a separate proceeding, may make a separate claim for trade fixtures and tenant
improvements installed in the Premises by and at the expense of Tenant and
Tenant's moving expense. In no event will Tenant have any claim for the value of
the unexpired Lease Term.

C. QUALIFICATIONS. Notwithstanding the foregoing, Landlord's
obligation to restore exists (i) only if and/or to the extent, that the
condemnation or similar award received by Landlord is sufficient to compensate
Landlord for its loss and its restoration costs and/or (ii) the area unaffected
by the condemnation or similar proceeding may, as determined by Landlord's
reasonable business judgment, be restored as a profitable, and self functioning
unit.

19. LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION

A. PERSONAL PROPERTY. All personal property placed or moved into
the Building will be at the sole risk of Tenant or other owner. Landlord will
not be liable to Tenant or others for any damage to person or property arising
from theft, vandalism, air-conditioning malfunction, the bursting or leaking of
water pipes, any act or omission of any cotenant or occupant of the Building or
of any other person, or otherwise, except to the extent caused by the negligence
or willful misconduct of the Landlord, its agents, employees or contractors.

B. LIMITATIONS. Notwithstanding any contrary provision of this
Lease: (i) Tenant will look solely (to the extent insurance coverage is not
applicable or available) to the interest of Landlord (or its successor as
Landlord hereunder) in the Building (including proceeds of sale, insurance and
condemnation) for the satisfaction of any judgment or other judicial process
requiring the payment of money as a result of any negligence or breach of this
Lease by Landlord or its successor or of Landlord's managing agent (including
any beneficial owners, partners, corporations and/or others affiliated or in any
way related to Landlord or such successor or managing agent) and Landlord has no
personal liability hereunder of any kind.

C. INDEMNITY. Tenant agrees to indemnify, defend and hold
harmless Landlord and its agents from and against all claims, causes of actions,
liabilities, judgments, damages, losses, costs and expenses, including
reasonable attorneys' fees and costs, including appellate proceedings and
bankruptcy proceedings, incurred or suffered by Landlord and arising from or in
any way connected with the Premises or the use thereof or any acts, omissions,
neglect or fault of Tenant or any of Tenant's Agents, including, but not limited
to, any breach of this Lease or any death, personal injury or property damage
occurring in or about the Premises or the Building or arising from Environmental
Concerns, as hereafter defined, except to the extent caused by the Landlord, its
agents, employees, or contractors. Tenant will reimburse Landlord upon request
for all costs incurred by Landlord in the interpretation and enforcement of any
provisions of this Lease and/or the collection of any sums due to Landlord under
this Lease, including collection of agency fees, and reasonable attorneys' fees
and costs, regardless of whether litigation is commenced, and through all
appellate actions and proceedings, including bankruptcy proceedings, if
litigation is commenced. The foregoing claims, causes of actions, liabilities,
judgments, damages, losses, costs and expenses shall include but not be limited
to any of same arising from Tenant's failure to comply with any of the
requirements of Americans with Disabilities Act ("ADA") or Florida Accessibility
Code ("FAC") within the Premises and/or any and all claims or liability arising
from the performance of the repair, renovation, and/or maintenance described
above. This indemnity shall include, but not be limited to, claims or
liabilities asserted against Landlord based upon negligence, strict liability or
other liability by operation of law to any third party or government entity, and
all costs, attorney's fees, expenses, and liabilities incurred by Landlord in
the defense of any such claim. Landlord shall defend any such claim at Tenant's
expense by counsel selected by Landlord. Tenant shall not alter, cut, drill,
penetrate, remove or damage any portion of the Premises in which Landlord has
identified to Tenant the presence or suspected presence of asbestos, without
Landlord's prior written consent. Tenant indemnifies Landlord from and against
any and all damages, liabilities, fines, costs and expenses, including without
limitation reasonable attorneys fees and costs, from Tenant's violation or
breach of this covenant.

20. RELOCATION OF TENANT

A. GENERAL. Recognizing that the Building is large and the needs
of tenants as to space may vary from time to time, and in order for Landlord to
accommodate Tenant and prospective tenants,

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Landlord expressly reserves the right, prior to and/or during the Lease Term, at
Landlord's sole expense, to move Tenant from the Premises and relocate Tenant in
other comparable space of Landlord's choosing of approximately the same
dimensions and at least the same size within the Building (or additions to the
Building or new construction related to the Building or the campus in which
Building is located), which other space will be decorated by Landlord at its
expense. Landlord shall, in exercising its right to relocate the Tenant, make
said decision in full consideration and deference to the nature of Tenant's
business which business operates (including Tenant's on-line computer network)
on a twenty-four (24) hour basis, seven (7) days per week. Landlord may use
decorations and materials from the existing Premises, or other materials, so
that the space in which Tenant is relocated will be comparable in its interior
design and decoration to the space from which Tenant is removed.

B. NO INTERFERENCE. During the relocation period Landlord will
use reasonable efforts not to unduly interfere with Tenant's business activities
(recognizing that such business operations may only be shut down for a de
minimus period of time during the relocation, and will not limit Tenant's access
to the Premises prior to such relocation. Landlord agrees to substantially
complete the relocation within a reasonable time under all then existing
circumstances.

C. PREMISES. This Lease and each of its terms and conditions will
remain in full force and effect and be applicable to any such new space and such
new space will be deemed to be the Premises demised hereunder; upon request
Tenant will execute such documents which may be requested to evidence,
acknowledge and confirm the relocation (but it will be effective even in the
absence of such confirmation).

D. COSTS. Landlord's obligation for expenses of removal and
relocation will be the actual cost of relocating and decorating Tenant's new
space, moving expenses, telephone and computer relocation and all other
reasonable costs arising directly from such relocation, and Tenant agrees that
Landlord's exercise of its election to remove and relocate Tenant will not
release Tenant in whole or in part from its obligations hereunder for the full
Lease Term. No rights granted in this Lease to Tenant, including the right of
peaceful possession and quiet enjoyment, will be deemed breached or interfered
with by reason of Landlord's exercise of the relocation right reserved herein.

E. NOTICE. If Landlord exercises its relocation right under this
paragraph, Tenant will be given ninety (90) days prior notice in writing.

21. COMPLIANCE WITH LAWS AND PROCEDURES

A. COMPLIANCE. Except as otherwise provided herein, Tenant, at
its sole cost, will promptly comply with all applicable laws, guidelines, rules,
regulations and requirements, whether of federal, state, or local origin,
applicable to the Premises, including, but not limited to, the Americans with
Disabilities Act, 42 U.S.C. ss. 12101 et seq, the FAC (as to the interior of the
Premises), and those for the correction, prevention and abatement of nuisance,
unsafe conditions, or other grievances arising from or pertaining to the use or
occupancy of the Premises. Tenant acknowledges that (i) the Premises and the
parking facilities may contain potentially hazardous substances, including, but
not limited to, asbestos containing materials, radon gas, mineral fibers, and
other like materials (all of such materials are referred to herein as
"Environmental Concerns") and (ii) Tenant has been advised that the Premises and
the Building do contain either encapsulated or non-friable asbestos containing
materials. Accordingly, Tenant agrees that Tenant and Tenant's Agents shall
comply with all operation and maintenance programs and guidelines implemented or
promulgated from time to time by Landlord or its consultants, including, but not
limited to, those matters set forth in subsections B and C below, in order to
reduce the risk to Tenant, Tenant's Agents or any other tenants of the Building
of injury from Environmental Concerns. Except as otherwise provided herein,
Tenant at its sole cost and expense shall be solely responsible for taking any
and all measures which are required to substantially comply with the
requirements of the ADA and the FAC within the Premises. Landlord shall be
responsible for causing compliance of the Building, other than the Premises,
with the requirements of the ADA and the FAC, the cost of such compliance being
an Operating Expense hereunder. Any Alterations to the Premises made by or on
behalf of Tenant for the purpose of complying with the ADA and FAC or which
otherwise require compliance with the ADA and FAC shall be done in accordance
with this Lease; provided, that Landlord's consent to such Alterations shall not
constitute either Landlord's assumption, in whole or in part, of Tenant's
responsibility for substantial compliance with the ADA and FAC, or
representation or confirmation by Landlord that such Alterations comply with the
provisions of the ADA and FAC. Notwithstanding the foregoing, Landlord shall be
solely responsible at its sole cost and expense, for making any changes or
improvements which are required pursuant to the terms of this Lease, to the
condition of the Premises delivered by Landlord to Tenant.

B. NOTICE PRIOR TO WORK. Except as provided in Section 11, Tenant
shall provide thirty (30) days notice to Landlord prior to the performance by
Tenant, Tenant's Agents or contractors of any repairs, renovation and/or major
structural or mechanical systems maintenance, to the Premises. Such notice shall
include a detailed description of the work contemplated. Tenant shall not
perform, or cause to be performed, any such repair, renovation and/or
maintenance without the written consent of Landlord, and, if such consent is
granted, the repair, renovation and/or maintenance must be performed in
accordance with the terms of Landlord's consent.

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BLUE LAKE STANDARD LEASE

<PAGE>

22. RIGHT OF ENTRY

Landlord and its agents will have the right to enter the Premises
during all reasonable hours to make necessary repairs to the Premises upon
reasonable prior notice. In the event of an emergency, Landlord or its agents
may enter the Premises at any time, without notice (except that Landlord shall
make a good faith effort to contact Tenant's designated representative by
telephone prior to such entry), to appraise and correct the emergency condition.
Said right of entry will, after reasonable prior notice, likewise exist for the
purpose of removing placards, signs, fixtures, alterations, or additions which
do not conform to this Lease. Landlord or its agents will have the right to
exhibit the Premises at any time to prospective tenants within one hundred and
eighty days (180) before the Expiration Date of the Lease.

23. DEFAULT

A. EVENTS OF DEFAULT BY TENANT. The following shall, upon the
giving of notice to Tenant of the nature of the default and the expiration of
any applicable grace period afforded Tenant hereunder as set forth in Section
23.B. constitute an Event of Default under this Lease. If (1) Tenant fails to
make any payment of Rent when due (a "Monetary Default"); or (2) Tenant fails to
fulfill any of the terms or conditions, covenants, agreements or any rules and
regulations attached to this Lease, as Exhibit "C" or promulgated by Landlord
under this Lease which shall in all instances be reasonable and have as close to
equal application to all tenants of the Building as is practicable (a
"Non-Monetary Default"); or (3) the appointment of a trustee or a receiver to
take possession of all or substantially all of Tenant's assets occurs, and such
appointment is not dismissed within thirty (30) days after appointment, or if
the attachment, execution or other judicial seizure of all or substantially all
of Tenant's assets located at the Premises, or of Tenant's interest in this
Lease, occurs; or (4) Tenant or any of its successors or assigns or any
guarantor of this Lease ("Guarantor"), if any, should file any voluntary
petition in bankruptcy, reorganization or arrangement, or an assignment for the
benefit of creditors or for similar relief under any present or future statute,
law or regulation relating to relief of debtors; or (5) Tenant or any of its
successors or assigns or any Guarantor should be adjudicated bankrupt or have an
involuntary petition in bankruptcy, reorganization or arrangement filed against
it and such proceeding is not dismissed within thirty (30) days of filing; or
(6) Tenant, before the expiration of the Lease Term and without the prior
written consent of Landlord, vacates the Premises or abandons possession of the
Premises, and fails to pay Rent on a timely basis; or (7) Tenant shall permit,
allow or suffer to exist any lien by or through Tenant, judgment, writ,
assessment, charge, attachment or execution upon Landlord's or Tenant's interest
in this Lease or to the Premises, and/or the fixtures, improvements and
furnishings located thereon, whether claimant or holder thereof has acquired its
right by or through Tenant, unless such lien, judgment, writ, assessment,
charge, attachment or execution is discharged of record or transferred from the
Property by bond within ten (10) days following notice to Tenant.

B. GRACE PERIOD. Notwithstanding anything contained in this Lease
to the contrary, Tenant shall have (i) a period of three (3) calendar days after
written notice from Landlord of a Monetary Default with respect to payment of
Base Rent or Overhead Rent; (ii) a period of ten (10) days after notice from
Landlord of a Monetary Default , other than as to payment of Base Rent or
Overhead Rent; and (iii) a period of twenty (20) days after notice from Landlord
of a Non-Monetary Default in which to cure the Event of Default. In addition,
provided that the Event of Default does not involve an emergency that must be
addressed in a shorter time frame, the grace period for Non-Monetary Defaults
shall be extended for such time as is reasonably necessary to complete such cure
if the Event of Default is of a nature that it cannot be completely cured within
the twenty (20) day period solely as a result of nonfinancial circumstances
outside of Tenant's control, provided that Tenant has promptly commenced all
appropriate actions to cure the default after notice and those actions are
thereafter diligently and continuously pursued by Tenant in good faith. However,
if the Non-Monetary Default is not cured prior to a maximum of ninety (90) days
from the date of the notice of the Non-Monetary Default, then Landlord may
pursue all of its remedies. The notice of a Non-Monetary Default to be given
under this subsection may be combined with the notice required under Section
83.20(3), Florida Statutes or any successor statute and this Lease shall not be
construed to require Landlord to give two separate notices to Tenant before
proceeding with any remedies.

C. REPEATED LATE PAYMENT. Regardless of the number of times of
Landlord's prior acceptance of late payments and/or late charges, (i) if
Landlord notifies Tenant four (4) times in any 12-month period that Rent has not
been paid when due, then any other late payment within such 12-month period
shall automatically constitute an event of default hereunder and (ii) the mere
acceptance by Landlord of late payments of Rent in the past shall not,
regardless of any applicable laws to the contrary, thereafter be deemed to waive
Landlord's right to strictly enforce this Lease, including Tenant's obligation
to make payment of Rent on the exact day same is due, against Tenant.

24. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT

A. LANDLORD'S OPTIONS. Upon an Event of Default by Tenant under
this Lease, Landlord may, at its option exercise any of the remedies enumerated
below, in addition to such other remedies as may be available under Florida law:

(1) terminate this Lease and Tenant's right of possession
by notice to Tenant; or

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<PAGE>

(2) terminate Tenant's right to possession but not the
Lease and/or proceed in accordance with any and all provisions of paragraph B
below.

B. LANDLORD'S REMEDIES. If there is an Event of Default by Tenant
under this Lease (subject to applicable notice and cure periods), in addition to
all other remedies available to Landlord at law or in equity, Landlord may:

(1) Terminate this Lease by notice to Tenant and retake
possession of the Premises;

(a) Terminate Tenant's right of possession by
notice to Tenant without terminating this Lease and retaking possession of the
Premises and relet the Premises or any part of the Premises in the name of
Landlord, or otherwise, as Tenant's agent, for a term shorter or longer than the
balance of the Lease Term, and may grant concessions or free rent to the new
tenant, thereby terminating Tenant's tenancy in the Premises and right to
possess the Premises, without terminating Tenant's obligations to pay (a) the
entire balance of all forms of Base Rent and Additional Rent for the remainder
of the Lease Term, plus (b) the Reletting Expenses, and (c) the unamortized
balance of any brokerage commissions paid by Landlord in connection with this
Lease, any allowances granted to Tenant under this Lease, and the cost of any
Tenant Improvements made by Landlord. Landlord shall have no obligation to relet
the Premises, and its failure to do so, or failure to collect rent on reletting,
shall not affect Tenant's liability under this Lease. Landlord shall not, in any
event, be required to pay Tenant any surplus of any sums received by Landlord on
a reletting of the Premises in excess of the rent provided in this Lease. If
Landlord decides to relet the Premises or a duty to relet is imposed by law,
Landlord shall only be required to use commercially reasonable efforts to relet
the Premises. Commercially reasonable efforts shall not require Landlord to: (i)
use any greater efforts than Landlord then uses to lease other properties
Landlord or its affiliates owns or manages; (ii) relet the Premises in
preference to any other space in the Building; (iii) relet the Premises to any
party that Landlord could reasonably reject as a transferee under the Assignment
or Subletting section of this Lease; (iv) accept rent in an amount which is less
than the fair market rental for the Premises; (v) perform any tenant
improvements, grant any tenant improvement allowances, grant any "free rent," or
otherwise pay any sums or grant any monetary concessions in order to obtain a
new tenant; (vi) observe any instruction given by Tenant about the reletting
process or accept any tenant offered by Tenant unless the offered tenant leases
the entire Premises and the criteria of this subsection are otherwise fully met.
Any entry or reentry by Landlord, whether had or taken under summary proceedings
or otherwise, shall not absolve or discharge Tenant from liability under this
Lease so long as Landlord's actions are not in violation of applicable laws.
"Reenter" and "re-entry" as used in this Lease are not restricted to their
technical legal meaning. No reentry or taking possession of the Premises by
Landlord shall be construed as an election on Landlord's part to accept a
surrender of the Premises unless a notice of such intention is given to Tenant;

(2) Stand by and do nothing, and hold Tenant liable
for all Base Rent and additional rent payable under this Lease through the
remainder of the Lease Term;

(3) Institute any action as provided by law;

(4) Obtain injunctive and declaratory relief,
temporary or permanent, or both, against Tenant or any acts, conduct or
omissions of Tenant, and further to obtain specific performance of any term,
covenant, or condition of this Lease;

(5) After regaining possession of the Premises,
remove all or any part of Tenant's Property from the Premises and any property
removed may be stored at the cost of, and for the account of, Tenant, and
Landlord shall not be responsible for the care or safekeeping of Tenant's
Property whether in transport, storage, or otherwise, and Tenant waives any and
all claims against Landlord for loss, destruction, damage or injury that may be
occasioned by any acts taken by Landlord under this subsection. Landlord may
retain possession of Tenant's Property until all storage charges and all other
amounts owed by Tenant to Landlord under this Section 23 have been paid in full.
Nothing set forth in this subsection shall limit Landlord's rights to enforce
any lien or security interest in favor of Landlord against Tenant's Property or
Landlord's rights under the End of Term section of this Lease; and

(6) If all or any part of the Premises is then
assigned, sublet, transferred, or occupied by someone other than Tenant,
Landlord, at its option, may collect directly from the assignee, subtenant,
transferee, or occupant all rent becoming due to Tenant by reason of the
assignment, sublease, transfer, or occupancy. Any collection directly by
Landlord from the assignee, subtenant, transferee, or occupant shall not be
construed to constitute a novation or a release of Tenant from the further
performance of its obligations under this Lease.

C. ACCELERATION. If Landlord exercises the remedies provided in
Subsections (2), (3) or (4) above, Landlord may declare the entire balance of
all forms of Rent due under this Lease for the remainder of the Lease Term to be
forthwith due and payable and may collect the then present value of the rents
(calculated using a discount rate equal to the yield then obtainable from the
United States Treasury Bill or Note with a maturity date closest to the date of
expiration of the Lease Term) by distress or otherwise, provided, however that
Landlord shall

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<PAGE>

utilize commercially reasonable attempts to mitigate its damages. The
accelerated additional rent for expenses shall be calculated by multiplying the
highest additional rent amount for Expenses payable by Tenant in any calendar
year times the number of calendar years (including any fractional calendar year)
remaining in the Lease Term following the date of default. If Landlord exercises
the remedy provided in Subsection (2) above and collects from Tenant all forms
of rent owed for the remainder of the Lease Term, Landlord shall account to
Tenant, at the date of the expiration of the Lease Term for amounts actually
collected by Landlord as a result of reletting, net of the Tenant's obligations
under Subsections 24 B. 2(a)-(c).

D. GUARANTY. In addition to the remedies of the Landlord
contained in this Section 24, a separate action or actions may, at Landlord's
option, be brought and prosecuted against the Guarantor, if any, whether or not
any action is first or subsequently brought against Tenant or whether or not
Tenant is joined in any such action. The Landlord may, at its sole option,
proceed against the Tenant without first seeking recourse against the Guarantor
and may pursue any other remedy in Landlord's power whatsoever and the Tenant
waives any right to complain of delay in enforcement of Landlord's rights under
this Lease.

E. Notwithstanding the foregoing or anything to the contrary
contained in this Lease, any and all rights and remedies of Landlord and Tenant
set for forth in this Lease shall be exercisable only to the extent permitted by
Florida law at the time of exercise. Any waivers by Tenant of damages or
liability shall be applicable only to the extent Landlord's actions are in
material accordance with applicable law and only to the extent that Landlord or
its agents, employees or contractors are not negligent or willfully at fault.

F. Landlord shall not be deemed to be in default of this Lease
unless and until Landlord fails to cure any default within thirty (30) days
after written notice from Tenant; provided, however, that if such default
reasonably requires more than thirty (30) days to cure, Landlord shall have a
reasonable time to cure such default, provided Landlord commences to cure within
such thirty (30) day period and thereafter diligently prosecutes such cure to
completion. In the event of an uncured default by Landlord, Tenant shall have
the right to exercise any available legal and equitable remedies.

25. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT.

Should Tenant fail to observe or perform any term or condition of
this Lease within a provided grace period following notice, Landlord may at any
time thereafter, perform the same for the account of Tenant in a commercially
reasonable manner. If Landlord makes any expenditure or incurs any obligation
for the payment of money in connection with such performance for Tenant's
account (including reasonable attorneys' fees and costs in instituting,
prosecuting and/or defending any action or proceeding through appeal), the sums
paid or obligations incurred, with interest at Twelve Percent (12%) per annum,
will be paid by Tenant to Landlord within ten (10) days after rendition of a
bill or statement to Tenant. In the event Tenant, in the performance or
non-performance of any term or condition of this Lease, should cause an
emergency situation to occur or arise within the Premises or in the Building,
Landlord will have all rights set forth in this paragraph immediately without
the necessity of providing Tenant any advance notice.

26. LIENS

A. GENERAL. In accordance with the applicable provisions of the
Florida Construction Lien Law and specifically Florida Statutes, Section 713.10,
no interest of Landlord whether personally or in the Premises, or in the
underlying land or Building of which the Premises are a part, or the leasehold
interest aforesaid shall be subject to liens for improvements made by Tenant or
caused to be made by Tenant hereunder. Further, Tenant shall have no power or
authority to create any lien or permit any lien to attach to the present estate,
reversion, or other estate of Landlord in the Premises or in the Building, and
all mechanics, materialmen, contractors, artisans and other parties contracting
with Tenant or its representatives or privies as to the Premises or any part of
the Premises are hereby charged with notice that they must look to the Tenant to
secure payment of any bill for work done or material furnished or for any other
purpose during this Lease term. The foregoing provisions are made with express
reference to Section 713.10 of the Florida Statutes. Notwithstanding the
foregoing provisions, Tenant, at its expense, shall cause any liens filed
against the Premises or the Building for work or materials claimed to have been
furnished to Tenant to be discharged of record or properly transferred to a bond
under Section 713.24 of the Florida Statutes within ten (10) days after notice
to Tenant. Landlord has recorded a notice of the foregoing in the Public Records
of Palm Beach County, Florida, pursuant to the provisions of Section 713.10
Florida Statutes.

B. DEFAULT. Notwithstanding the foregoing, if any construction
lien or other lien, attachment, judgment, execution, writ, charge or encumbrance
is filed against the Building or the Premises or this leasehold, or any
alterations, fixtures or improvements therein or thereto, as a result of any
work action or inaction done by or at the direction of Tenant or any of Tenant's
Agents, Tenant will discharge same of record within ten (10) days after the
filing thereof and written notice from either Landlord or the lienor, failing
which Tenant will be in default under this Lease. Further, Tenant agrees to
indemnify, defend and save Landlord harmless from and against any damage or
loss, including reasonable attorneys' fees, incurred by Landlord as a result of
any liens or other claims arising out of or related to work performed in the
Premises by or on behalf of Tenant. In such event, without waiving

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<PAGE>

Tenant's default, Landlord, in addition to all other available rights and
remedies, without further notice, may discharge the same of record by payment,
bonding or otherwise, as Landlord may elect, and upon request Tenant will
reimburse Landlord for all costs and expenses so incurred by Landlord plus
interest thereon at the rate of eighteen percent (18%) per annum.

27. NOTICES

Notices to Tenant under this Lease will be in writing (unless
otherwise specifically provided herein) addressed to Tenant and mailed or
delivered to the address set forth for Tenant in the BLI Rider. Notices to
Landlord under this Lease (as well as the required copies thereof) will be in
writing and addressed to Landlord (and its agents) and mailed or delivered to
the address set forth in the BLI Rider. Notices will be personally delivered or
given by registered or certified mail, return receipt requested. As used herein,
personal delivery includes delivery by overnight courier. Notices delivered
personally will be deemed to have been given as of the date of delivery and
notices given by mail will be deemed to have been given forty-eight (48) hours
after the time said properly addressed notice is placed in the mail. Each party
may change its address from time to time by written notice given to the other as
specified above.

28. MORTGAGE ESTOPPEL CERTIFICATE; SUBORDINATION

Landlord has the unrestricted right to convey, mortgage and
refinance the Building, or any part thereof. Tenant and Landlord agree, within
ten (10) days after notice but not more than twice in any calendar year, to
execute and deliver to the other or its mortgagee or designee such instruments
as the other or its mortgagee may reasonably require, certifying (i) whether
this Lease is in full force and effect (or if there shall have been any
modification, that the Lease is in full force and effect as modified and stating
the modification, (ii) the amount of any prepaid rent paid under this Lease,
(iii) the dates to which the rents and other charges have been paid, (iv)
whether or not Tenant claims any defenses or offsets concerning its obligations
under this Lease and whether or not the other is in default in the performance
of any covenant, agreement, or condition contained in this Lease on its part to
be performed, and if so, specify each defense, offset or default of which the
party may have knowledge, and (v) such other matters as may be reasonably
required by institutional lenders or purchasers in similar estoppel
certificates. Nothing contained in this Section shall constitute a waiver by
Landlord of any default in payment of rent or other charges existing as of the
date of any notices or certificates under this Section. Subject to the
provisions hereof, this Lease is and at all times will be subject and
subordinate to all present and future mortgages or ground leases which may
affect the Building and/or the parking lot, and to all recastings, renewals,
modifications, consolidations, replacements, and extensions of any such
mortgage(s), and to all increases and voluntary and involuntary advances made
thereunder. The foregoing will be self-operative and no further instrument of
subordination will be required. However, in confirmation of this subordination,
Tenant shall execute promptly any certificate that Landlord may request provided
that, without limiting Landlord's right of specific performance and right to
injunctive relief, the Tenant's failure to do so shall constitute an Event of
Default under the Lease. In the event that the holder ("Lender") of any
encumbrance ("Mortgage") on the Building or any other person acquires title to
the Building pursuant to the exercise of any remedy provided for in the Mortgage
or by reason of the acceptance of a deed in lieu of foreclosure (the Lender, any
other such person and their participants, successors and assigns being referred
to herein as the "Purchaser"), Tenant covenants and agrees to attorn to and
recognize and be bound to Purchaser as its new Landlord, and except as provided
below, this Lease shall continue in full force and effect as a direct Lease
between Tenant and Purchaser, except that, notwithstanding anything to the
contrary herein or in the Lease. It is an express condition of the subordination
of this Lease set forth herein, that so long as Tenant is not in material
default under any provision of this Lease beyond any applicable notice or cure
period, and no event has occurred that has continued to exist for a period of
time (after notice, if any, required by this Lease) as would entitle Landlord to
terminate this Lease or would cause without further action by Landlord, the
termination of this Lease or would entitle Landlord to dispossess the Tenant
thereunder:

A. The right of possession of Tenant to the Premises and Tenant's
rights hereunder shall not be terminated or disturbed by any steps or
proceedings taken by Lender or anyone claiming by or through Lender in the
exercise of any of its rights under the Mortgage or the indebtedness secured
thereby;

B. This Lease shall not be terminated or affected and Tenant's
possession, use, and enjoyment of the Premises shall not be disturbed by said
exercise of any remedy provided for in the Mortgage, and any sale by Lender of
the Building pursuant to the exercise of any rights and remedies under the
Mortgage or otherwise, shall be made subject to this Lease and the rights of
Tenant hereunder.

C. In no event shall Lender or any other Purchaser be:

(1) liable for any act or omission of Landlord or any
prior landlord (except to the extent such continue without cure after
acquisition of the Building by the Lender and such may be cured by Lender with
its reasonable efforts;

(2) subject to any offsets or defenses that the Tenant
might have against Landlord or any prior landlord;

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<PAGE>

(3) bound by any payment or rent or additional rent that
Tenant might have paid to Landlord or any prior landlord for more than the
current month unless the same is delivered to the Lender or the Purchaser; or

(4) bound by any material amendment or modifications of
the Lease made without Lender's or such other Purchaser's prior written consent,
which shall not be unreasonably withheld or delayed.

D. Provided that Landlord has previously notified Tenant of
Lender's address for notice, Tenant agrees to give written notice to Lender as
soon as reasonably practicable of any default by Landlord that would entitle
Tenant to cancel this Lease, and agrees that notwithstanding any provision of
this Lease, no notice of cancellation thereof given on behalf of Tenant shall be
effective unless Lender has received said notice and has failed within 30 days
of the date of receipt thereof to cure Landlord's default, or if the default
cannot be cured within 30 days, has failed to promptly commence and to
diligently pursue the cure of Landlord's default which gave rise to such right
of cancellation. Tenant further agrees to give such notices to any successor of
Lender, provided that such successor shall have given written notice of Tenant
of its acquisition of Lender's interest in the Mortgage and designated the
address to which such notices are to be sent.

E. Tenant acknowledges that Landlord may execute and deliver to
Lender an Assignment of Leases and Rents conveying the rentals under this Lease
as additional security for the loan secured by the Mortgage, and Tenant hereby
expressly consents to such Assignment.

F. Within ten (10) days after the execution of this Lease, and as
a condition to the effectiveness of this Lease, Landlord shall obtain, for the
benefit of Tenant, a Subordination, Non-disturbance and Attornment Agreement
from each and every Lender as of the date of this Lease, such Subordination,
Non-Disturbance and Attornment Agreement to be in form substantially similar to
that attached hereto as Exhibit "J". Landlord represents and warrants to Tenants
that, as of the date of this Lease, it is the fee simple owner of the Building,
and that, as of the date hereof, there are no (i) ground leases of all or any
part of Landlord's interest in the Building, or (ii) mortgages with respect to
the Building, other than with Lenders providing such Subordination,
Non-Disturbance and Attornment Agreements to Tenant.

G. Notwithstanding anything to the contrary contained in this
Lease, after the date of this Lease, any subordination of this Lease to a
mortgage or any ground lease shall be conditioned on Tenant obtaining a
Subordination, Non-Disturbance and Attornment Agreement from the applicable
Lender and ground lessor, such Subordination, Non-Disturbance and Attornment
Agreement in a form substantially similar to that attached hereto as Exhibit
"J".

29. ATTORNMENT AND MORTGAGEE'S REQUEST

A. ATTORNMENT. Subject to the provisions of Section 28, if any
mortgagee of the Building comes into possession or ownership of the Premises, or
acquires Landlord's interest by foreclosure of the mortgage or otherwise, upon
the mortgagee's request Tenant will attorn to the mortgagee.

30. TRANSFER BY LANDLORD

If Landlord's interest in the Building terminates by reason of a
bona fide sale or other transfer, Landlord will, upon assumption by the new
owner of the Landlord's obligations hereunder from and after the date of
transfer, thereupon be released from all further liability to Tenant under this
Lease. At the expiration or termination of the Lease Term, Tenant shall deliver
to Landlord all keys to the Premises and make known to Landlord the location and
combination of all safes, locks and similar items.

31. SURRENDER OF PREMISES; HOLDING OVER

A. SURRENDER. Tenant agrees to surrender the Premises to Landlord
on the Expiration Date (or sooner termination of the Lease Term pursuant to
other applicable provisions hereof) in as good condition as they were at the
commencement of Tenant's occupancy, ordinary wear and tear, and damage by fire
and windstorm excepted.

B. RESTORATION. In all events, Tenant will promptly restore all
damage caused in connection with any removal of Tenant's personal property.
Tenant will pay to Landlord, upon request, all damages that Landlord may suffer
on account of Tenant's failure to surrender possession as and when aforesaid and
will indemnify Landlord against all liabilities, costs and expenses (including
all reasonable attorneys' fees and costs if any) arising out of Tenant's delay
in so delivering possession, including claims of any succeeding tenant.

C. REMOVAL. Upon expiration of the Lease Term, at Landlord's
option, Tenant may not be required to remove from the Premises, Building
Standard Items (as defined in the Work Letter), all of such Building Standard
Items are the property of Landlord or tenant improvements installed prior to the
Rent Commencement Date unless Landlord shall require such removal during the
review and approval of the plans and specifications as provided in the Work
Letter.

D. HOLDOVER. In the event of a holding-over by Tenant, after the
expiration of the Lease or the early termination of the Lease without the
written consent of Landlord, Tenant shall, in

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<PAGE>

addition to being responsible for any liquidated damages provided by Florida
statute, also indemnify Landlord against all claims for damages by any other
tenant to whom Landlord may have leased all or any part of the Premises covered
hereby effective after the termination of this Lease so long as Landlord has
previously provided Tenant notice of such lease. No payments of money by Tenant
after the expiration of the Lease Term of the earlier termination of this Lease
will reinstate, continue or extend the Term; reduce the liability of Tenant to
Landlord for damages; or affect any termination notice given by Landlord to
Tenant. No extension of the Lease Term will be valid unless and until the same
will be reduced to writing and signed by both Landlord and Tenant.

E. NO SURRENDER. No offer of surrender of the Premises, by
delivery to Landlord or its agent of keys to the Premises or otherwise, will be
binding on Landlord unless accepted by Landlord, in writing, specifying the
effective surrender of the Premises. At the expiration or termination of the
Lease Term, Tenant shall deliver to Landlord all keys to the Premises and make
known to Landlord the location and combinations of all locks, safes and similar
items.

32. NO WAIVER, CUMULATIVE REMEDIES

A. NO WAIVER. No waiver of any provision of this Lease by either
party will be deemed to imply or constitute a further waiver by such party of
the same or any other provision hereof. The rights and remedies of Landlord and
Tenant under this Lease or otherwise are cumulative and are not intended to be
exclusive and the use of one will not be taken to exclude or waive the use of
another, and Landlord and Tenant will be entitled to pursue all rights and
remedies available under the laws of the State of Florida.

B. RENT PAYMENTS. No receipt of money by Landlord from Tenant at
any time, or any act, or thing done by, Landlord or its agent shall be deemed a
release of Tenant from any liability whatsoever to pay Rent, Additional Rent, or
any other sums due hereunder, unless such release is in writing, subscribed by a
duly authorized officer or agent of Landlord and refers expressly to this
Section. Any payment by Tenant or receipt by Landlord of less than the entire
amount due at such time shall be deemed to be on account of the earliest sum
due. No endorsement or statement on any check or any letter accompanying any
check or payment shall be deemed an accord and satisfaction. In the case of such
a partial payment or endorsement, Landlord may accept such payment, check or
letter without prejudice to its right to collect all remaining sums due and
pursue all of its remedies under the Lease.

33. WAIVER

LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN
CONNECTION WITH (i) THIS LEASE, (ii) THE PREMISES, (iii) TENANT'S USE OR
OCCUPANCY OF THE PREMISES, OR (iv) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY.
TENANT FURTHER WAIVES THE RIGHT TO INTERPOSE ANY PERMISSIVE COUNTERCLAIM OF ANY
NATURE IN ANY ACTION OR PROCEEDING COMMENCED BY LANDLORD TO OBTAIN POSSESSION OF
THE PREMISES. IF TENANT VIOLATES THIS PROVISION BY FILING A PERMISSIVE
COUNTERCLAIM, WITHOUT PREJUDICE TO LANDLORD'S RIGHT TO HAVE SUCH COUNTERCLAIM
DISMISSED, THE PARTIES STIPULATE THAT SHOULD THE COURT PERMIT TENANT TO MAINTAIN
THE COUNTERCLAIM, THE COUNTERCLAIM SHALL BE SEVERED AND TRIED SEPARATELY FROM
THE ACTION FOR POSSESSION PURSUANT TO RULE 1.270(b) OF THE FLORIDA RULES OF
CIVIL PROCEDURE OR OTHER SUMMARY PROCEDURES SET FORTH IN SECTION 51.011, FLORIDA
STATUTES (1993). THE WAIVERS SET FORTH IN THIS SECTION ARE MADE KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY BY TENANT. TENANT FURTHER ACKNOWLEDGES THAT IT
HAS BEEN REPRESENTED IN THE MAKING OF THIS WAIVER BY INDEPENDENT COUNSEL,
SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS
THESE WAIVERS WITH COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT TO LANDLORD
IN AGREEING TO ENTER INTO THIS LEASE.

34. CONSENTS AND APPROVALS

[Intentionally Omitted]

35. RULES AND REGULATIONS

Tenant agrees to abide by all rules and regulations attached
hereto as Exhibit "C" and incorporated herein by this reference, as reasonably
amended and supplemented from time to time by Landlord. Landlord will not be
liable to Tenant for violation of the same or any other act or omission by any
other tenant except to the extent the same materially affects Tenant's use and
enjoyment of the Premises as provided in this Lease. All rules and regulations
shall, to the extent reasonably practicable, be uniformly applicable to all
tenants and occupants and shall not interfere with Tenant's use of the Premises
in any material manner. In the event of a conflict between the rules and
regulations and the provisions of this Lease, the provisions of this Lease shall
prevail.

36. SUCCESSORS AND ASSIGNS

This Lease will be binding upon and inure to the benefit of the
respective heirs, personal and legal representatives, successors and permitted
assigns of the parties hereto.

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<PAGE>

37. QUIET ENJOYMENT

In accordance with and subject to the terms and provisions of
this Lease, Landlord warrants that it has full right to execute and to perform
under this Lease and to grant the estate demised. Tenant, upon Tenant's payment
of Rent and performing of all of the terms, conditions, covenants, and
agreements as and when required in this Lease, shall peaceably and quietly have,
hold and enjoy the Premises during the full Lease Term.

38. ENTIRE AGREEMENT

This Lease, together with the BLI Rider, exhibits, schedules,
addenda and guaranties (as the case may be) fully incorporated into this Lease
by this reference, contains the entire agreement between the parties hereto
regarding the subject matters referenced herein and supersedes all prior oral
and written agreements between them regarding such matters. This Lease may be
modified only by an agreement in writing dated and signed by Landlord and Tenant
after the date hereof.

39. HAZARDOUS MATERIALS

A. REPRESENTATION. Tenant represents, warrants and covenants that
(1) the Premises will not be used for any dangerous, noxious or offensive trade
or business and that it will not cause or maintain a nuisance there, (2) it will
not bring, generate, treat, store, use or dispose of Hazardous Substances at the
Premises other than use in the ordinary course of business and in compliance
with all applicable laws, (3) it shall, with respect to Tenant's use and
occupancy of the Premises, the parking lot and any other area of the Building,
as applicable, at all times comply with all Environmental Laws (as hereinafter
defined) and shall cause the Premises, while in the possession and control of
Tenant to comply, and (4) Tenant will keep the Premises free of any lien imposed
pursuant to any Environmental Laws. Only for purposes of this paragraph entitled
"Representation", the term "Premises" shall mean, only with respect to Tenant's
use and occupancy of the Premises, the Building including Common Areas, parking
areas, greenspace and all other elements thereof.

B. REPORTING REQUIREMENTS. Tenant warrants that it will promptly
deliver to the Landlord, (i) copies of any documents received from the United
States Environmental Protection Agency and/or any state, county or municipal
environmental or health agency concerning the Tenant's operations upon the
Premises; and (ii) copies of any documents submitted by the Tenant to the United
States Environmental Protection Agency and/or any state, county or municipal
environmental or health agency concerning its operations on the Premises,
including but not limited to copies of permits, licenses, annual filings,
registration forms.

C. TERMINATION, CANCELLATION, SURRENDER. At the Expiration Date
or earlier termination of this Lease, Tenant shall surrender the Premises to
Landlord free of any and all Hazardous Substances which have been placed on, in
or about the Premises by Tenant or Tenant's agents, and in compliance with all
Environmental Laws. Landlord may at Landlord's expense at the end of the term,
order a clean-site certification, environmental audit or site assessment with
respect to the Premises the cost of which shall be reimbursed by Tenant to
Landlord in the event such environmental audit reflects a violation of this
Section 39 by Tenant.

D. ACCESS AND INSPECTION. Landlord shall have the right, subject
to not materially disturbing Tenant's peaceful use and occupancy of the Premises
and the Common Areas and subject to reasonable advance notice, except in the
instance of emergencies, but not the obligation, at all times during the term of
this Lease to (i) enter upon and inspect the Premises, (ii) conduct tests and
investigations and take samples to determine whether Tenant is in compliance
with the provisions of this article, and (iii) request lists of all Hazardous
Substances used, stored or located on the Premises; the cost of all such
inspections, tests and investigations to be borne by Landlord, unless, however,
said inspections, tests and investigations reflect a violation of Environmental
Laws by Tenant in which instance the Tenant shall promptly either pay or
reimburse Landlord for all inspections, tests and investigations. Promptly upon
the written request of Landlord, from time to time, if Landlord shall reasonably
suspect a violation of Environmental Laws, Landlord may obtain an environmental
site assessment or environmental audit report prepared by an environmental
engineering firm acceptable to Landlord to assess, with a reasonable degree of
certainty, the presence or absence of any Hazardous Substances and the potential
costs in connection with abatement, clean-up, or removal of any Hazardous
Substances found on, under, at, or without the Premises. If such audit reveals a
violation of Environmental Laws caused by Tenant or Tenant's agents, or the
presence of Hazardous Substances not in the Premises upon delivery of possession
to Tenant, and such was not caused by Landlord or its agents, the Tenant shall
pay the cost of such audit. Tenant will reasonably cooperate with Landlord, at
no cost or expense to Tenant, and allow Landlord and Landlord's representatives
access, upon ten (10) days notice (except in the case of an emergency), to any
and all parts of the Premises and to the records of Tenant with respect to the
Premises for environmental inspection purposes at any time. In connection
therewith, Tenant hereby agrees that Landlord, or Landlord's agent, may perform
any testing upon or of the Premises that Landlord's deems reasonably necessary
for the evaluation of environmental risks, costs, or procedures, including soils
or other sampling or coring. Landlord shall repair and restore the Premises
damaged during such testing unless testing reveals a violation by Tenant of
Environmental Laws in which case all such expenses

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shall be that of Tenant. Landlord shall use reasonable effort to minimize any
disruption or interference with Tenant's operations in the Premises in
connection with such inspection and/or testing.

E. VIOLATIONS - ENVIRONMENTAL DEFAULTS. Tenant shall give to
Landlord immediate verbal and follow-up written notice of any actual or
threatened spills, releases or discharges of Hazardous Substances on the
Premises, caused by the acts or omissions of Tenant or its agents, employees,
representatives, invitees, licensees, subtenants, customers or contractors.
Tenant covenants to promptly investigate, clean up and otherwise remediate any
spill, release or discharge of Hazardous Substances in or about the Premises or
the Building, including but not limited to those caused by the acts or omissions
of Tenant or its agents, employees, representatives, invitees, licensees,
subtenants, customers or contractors at Tenant's sole cost and expense; such
investigation, clean up and remediation to be performed in accordance with all
Environmental Laws and after Tenant has obtained Landlord's written consent,
which shall not be unreasonably withheld or delayed. Tenant shall return the
Premises to the condition existing prior to the introduction of any such
Hazardous Substances by Tenant or Tenant's agents.

(1) In the event of (1) a violation of an Environmental
Law by Tenant, (2) a release, spill or discharge of a Hazardous Substance on or
from the Premises, or (3) the discovery of an environmental condition requiring
response which violation, release, or condition is attributable to the acts or
omissions of Tenant, its agents, employees, representatives, invitees,
licensees, subtenants, customers, or contractors, or (4) an emergency
environmental condition which is the result of an act of Tenant (collectively
"Environmental Defaults"), Landlord shall have the right, but not the
obligation, within ten (10) business days after notice to Tenant, except in the
case of an emergency which requires more prompt action, to enter the Premises,
to supervise and approve any actions taken by Tenant to address the
Environmental Default; and in the event Tenant fails to immediately address such
Environmental Default, then Landlord may perform, at Tenant's expense, any
lawful actions necessary to address the Environmental Default.

(2) Landlord has the right,
but not the obligation to cure any Environmental Defaults, has the reasonable
right to suspend some or all of the operations to the extent that the operations
have caused the Environmental Default of the Tenant until it has determined to
its sole satisfaction that appropriate measures have been taken, and has the
right to terminate this Lease upon the occurrence of an Environmental Default.

F. ADDITIONAL RENT. Any expenses which the Landlord incurs, which
are to be at Tenant's expense pursuant to this Article, will be considered
Additional Rent under this Lease and shall be paid by Tenant on demand by
Landlord.

G. ASSIGNMENT AND SUBLETTING. Notwithstanding anything to the
contrary in this Lease, the Landlord may condition its approval of any
assignment or subletting by Tenant to an Assignee or Subtenant that in the
judgment of the Landlord, reasonably exercised, does not create any additional
environmental exposure.

H. INDEMNIFICATIONS.

(1) INDEMNIFICATION OF LANDLORD. Tenant shall indemnify,
defend (with counsel approved by Landlord) and hold Landlord and Landlord's
affiliates, shareholders, directors, officers, employees and agents harmless
from and against any and all claims, judgments, damages (including consequential
damages), penalties, fines, liabilities, losses, suits, administrative
proceedings, costs and expenses of any kind or nature which arise out of or in
anyway related to any Environmental Default by Tenant, its agents, employees,
representatives, invitees, licensees, subtenants, customers or contractors
during or after the term of this Lease (including, but not limited to,
attorneys', consultant, laboratory and expert fees expert fees and including
without limitation, diminution in the value of the Premises, damages for the
loss or restriction on use of rentable or usable space or of any amenity of the
Premises and damages arising from any adverse impact on marketing of space),
arising from or related to the use, presence, transportation, storage, disposal,
spill, release or discharge of Hazardous Substances on or about the Premises, to
the extent caused by Tenant or Tenant's agents, employees, representatives,
invitees, licensees, subtenants, customers or contractors.

(2) INDEMNIFICATION OF TENANT. Landlord shall indemnify,
defend (with counsel reasonably approved by Tenant) and hold Tenant and Tenant's
affiliates, shareholders, directors, officers, employees and agents, harmless
from and against any and all claims, judgments, damages (including consequential
damages), penalties, fines, liabilities, losses, suits, administrative
proceedings, costs and expenses of any kind or nature which arise out of or are
in any way related to an environmental condition constituting a violation of
this Section, except due to the acts of Tenant or Tenant's agents, employees,
representatives, invitees, licensees, subtenants, customers or contractors.

I. DEFINITIONS.

(1) "Hazardous Substance" means, (i) asbestos and any
asbestos containing material and any substance that is then defined or listed
in, or otherwise classified pursuant to, any Environmental Laws or any
applicable laws or regulations as a "hazardous substance", "hazardous material",
"hazardous waste", "infectious waste", "toxic substance", "toxic pollutant" or
any other formulation intended to define, list, or classify substances by reason
of deleterious properties such

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as ignitability, corrosivity, reactivity, carcinogenicity, toxicity,
reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP)
toxicity, (ii) any petroleum and drilling fluids, produced waters, and other
wastes associated with the exploration, development or production of crude oil,
natural gas, or geothermal resources and (iii) petroleum products,
polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material
(including any source, special nuclear, or by-product material), and medical
waste. Excepted from the foregoing shall be substances (for example, those used
in construction or cleaning supplies or office machines) which contain Hazardous
Substances but in amounts and/or quantities which comply with all Environmental
Laws as hereinbelow defined.

(2) "Environmental Laws" collectively means and includes
all present and future laws and any amendments (whether common law, statute,
rule, order, regulation or otherwise), permits, and other requirements or
guidelines of governmental authorities applicable to the Premises and relating
to the environment and environmental conditions or to any Hazardous Substance
(including, without limitation, CERCLA, 42 U.S.C. ss. 9601, et. seq.; the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss. 6901, et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801, et seq., the Federal
Water Pollution Control Act, 33 U.S.C. ss.1251, et seq., the Clean Air Act, 33
U.S.C. ss. 7401, et seq., the Clear Air Act, 42 U.S.C. ss.741, et seq., the
Toxic Substances Control Act, 15 U.S.C. ss. 2601-2629, the Safe Drinking Water
Act, 42 U.S.C. ss. 300f-300j, the Emergency Planning and Community Right-To-Know
Act, 42 U.S.C. ss. 1101, et seq., and any so-called "Super Fund" or "Super Lien"
law, any law requiring the filing of reports and notices relating to hazardous
substances, environmental laws administered by the Environmental Protection
Agency, and any similar state and local laws and regulations, all amendments
thereto and all regulations, orders, decisions, and decrees now or hereafter
promulgated thereunder concerning the environment, industrial hygiene or public
health or safety.)

J. RADON. RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may
present health risk to persons who are exposed to it over time. Levels of radon
that exceed Federal and State Guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.

K. SURVIVAL OF INDEMNIFICATIONS. All indemnities herein shall
survive termination or expiration of this Lease.

40. BANKRUPTCY PROVISIONS

A. EVENT OF BANKRUPTCY. If this Lease is assigned to any person
or entity pursuant to the provisions of the United States Bankruptcy Code, 11
U.S.C. Section 101 et seq. (the "Bankruptcy Code"), any and all monies or other
consideration payable to Landlord or otherwise to be delivered to Landlord in
connection with such assignment shall be paid or delivered to Landlord, shall be
and remain the exclusive property of Landlord, and shall not constitute the
property of Tenant or of the estate of Tenant within the meaning of the
Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under this Section not paid or delivered to Landlord shall
be held in trust for the benefit of Landlord and shall be promptly paid or
delivered to Landlord. Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Lease on and after the date of such assignment. For purposes of this Lease, an
"Event of Bankruptcy" shall mean the filing of a voluntary petition by Tenant or
the entry of an order for relief against Tenant, under Chapter 7, 11 or 13 of
the Bankruptcy Code (or the conversion to a Chapter 11 or 13 proceeding of a
proceeding that is filed by or against Tenant under any other Chapter of the
Bankruptcy Code).

B. ADDITIONAL REMEDIES. In addition to any rights or remedies
hereinbefore or hereinafter conferred upon Landlord under the terms of this
Lease, the following remedies and provisions shall specifically apply in the
event Tenant is in default of this Lease beyond applicable notice and cure
periods:

(1) In all events, any receiver or trustee in bankruptcy
shall either expressly assume or reject this Lease within ninety (90) days
following the entry of an "Order for Relief" or within such earlier time as may
be provided by applicable law.

(2) In the event of an assumption of this Lease by a
debtor or by a trustee, such debtor or trustee shall within thirty (30) days
after such assumption (i) cure any default or provide adequate assurance that
defaults will be promptly cured; (ii) compensate Landlord for actual pecuniary
loss or provide adequate assurance that compensation will be made for actual
losses, including, but not limited to, all attorneys' fees and costs incurred by
Landlord resulting from any such proceedings; and (iii) provide adequate
assurance of future performance.

(3) Where an Event of Default exists under this Lease
beyond applicable notice and cure periods, the trustee or debtor assuming this
Lease may not require Landlord to provide services or supplies incidental to
this Lease before its assumption by such trustee or debtor, unless Landlord is
compensated under the terms of this Lease for such services and supplies
provided before the assumption of such Lease.

(4) The debtor or trustee may only assign this Lease if
(i) it is assumed and the

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BLUE LAKE STANDARD LEASE

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assignee agrees to be bound by this Lease, (ii) adequate assurance of future
performance by the assignee is provided, whether or not there has been a default
under this Lease, and (iii) the assignee has been approved by Landlord in
accordance with Section 13 or is an assignee permitted under Section 13. Any
consideration paid by any assignee in excess of the rental reserved in this
Lease shall be the sole property of, and paid to, Landlord.

(5) Landlord shall be entitled to the Rent provided under the
Federal Bankruptcy Code subsequent to the commencement of an Event of
Bankruptcy.

(6) Any security deposit given by Tenant to Landlord to secure the
future performance by Tenant of all or any of the terms and conditions of this
Lease shall be automatically transferred to Landlord upon the entry of an "Order
of Relief", such being deemed a material part of the consideration for
Landlord's agreement to enter into this Lease.

(7) The parties agree that Landlord is entitled to adequate
assurance of future performance of the terms and provisions of this Lease in the
event of an assignment under the provisions of the Bankruptcy Code. For purposes
of any such assumption or assignment of this Lease, the parties agree that the
term "adequate assurance" shall include, without limitation, at least the
following: (i) any proposed assignee must have, as demonstrated to Landlord's
reasonable satisfaction, a net worth (as defined in accordance with generally
accepted accounting principles consistently applied) in an amount sufficient to
assure that the proposed assignee will have the resources to meet the financial
responsibilities under this Lease, including the payment of all Rent; the
financial condition and resources of Tenant are material inducements to Landlord
entering into this Lease; (ii) any assumption of this Lease by a proposed
assignee shall not adversely affect Landlord's relationship with any of the
remaining tenants in the Building taking into consideration any and all other
"use" clauses and/or "exclusivity" clauses which may then exist under their
leases with Landlord; and (iii) any proposed assignee must not be engaged in any
business or activity which it will conduct on the Premises and which will
subject the Premises to contamination by any Hazardous Materials.

41. FIRE PREVENTION SYSTEMS

The Tenant shall be responsible for the cost of any change,
modification, alteration or installation of any new or existing sprinkler
system, fire extinguishing system and/or fire detection system which may now or
hereafter be required as follows:

A. If the National Board of Fire Underwriters or any local Board
of Fire Underwriters or Insurance Exchange (or other bodies hereafter exercising
similar functions) shall require or recommend the installation of fire
extinguishers, a "sprinkler system," fire detection and prevention equipment
(including, but not limited to, smoke detectors and heat sensors), or any
changes, modifications, alterations, or the installation of additional sprinkler
heads or other equipment for any existing sprinkler, fire extinguishing system,
and/or fire detection system for any reason, to the extent attributable to
Tenant's specific use of the Premises or Alterations performed by Tenant; OR

B. If any law, regulation, or order or if any bureau, department,
or official of the Federal, State, and/or Municipal Governments shall require or
recommend the installation of fire extinguishers, a "sprinkler system," fire
detection and prevention equipment (including, but not limited to, smoke
detectors and heat sensors), or any changes, modifications, alterations, or the
installation of additional sprinkler heads or other equipment for any existing
sprinkler system, fire extinguishing system, and/or fire detection system for
any reason, to the extent attributable to Tenant's specific use of the Premises
or Alterations performed by Tenant; OR

C. If any such installations, changes, modifications, alterations,
sprinkler heads, or other equipment become necessary to prevent the imposition
of a penalty, an additional charge, or an increase in the fire insurance rate as
fixed by said Board or Exchange, from time to time, or by any fire insurance
company as a result of the use of the Premises whether or not the same is a
Permitted Use under this Lease.

D. The Landlord may elect to perform the work and charge the cost
thereof to Tenant as Additional Rent. The Tenant shall pay to Landlord the full
cost of such work within thirty (30) days after Landlord has presented invoices
and/or paid receipts for the same. If the Landlord does not elect to perform
such work, the Tenant shall immediately proceed, at its sole cost, to perform
the work upon the following conditions:

(i) a general contractor licensed in Florida and reasonably
approved by Landlord shall be utilized

(ii) all laws, ordinances and regulations governing such
work shall be complied with

(iii) a payment and performance bond in Landlord's favor and
with a surety acceptable to Landlord shall be obtained

(iv) the construction contract and all plans and
specifications for the work shall be subject to Landlord's reasonable approval.

42. SPECIAL EVENTS

The Tenant shall not, without the prior written consent of the Landlord
which shall not be

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BLUE LAKE STANDARD LEASE

<PAGE>

unreasonably withheld or delayed, schedule, advertise or undertake any
exposition, promotion or other type of special event at the Premises. Any
approval of the Landlord to a special event may include, but not be limited to,
at the Landlord's option, to reasonable conditions such as guidelines for
traffic and pedestrian control, security, parking and other considerations in
the interest of maintaining the health and safety for both the Tenant's invitees
as well as that of other tenants. In addition, the Landlord may, in its
reasonable discretion, require the Tenant to have delivered a bond by a surety
acceptable to Landlord to guaranty any financial undertakings of any
indemnification in connection with a special event.

43. MISCELLANEOUS

A. If Tenant has a lease for other space in the Building, an
Event of Default by Tenant under such lease beyond applicable notice and cure
periods will constitute a default hereunder.

B. If any term or condition of this Lease or the application
thereof to any person or circumstance is, to any extent, invalid or
unenforceable, the remainder of this Lease, or the application of such term or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable, is not to be affected thereby and each term and
condition of this Lease is to be valid and enforceable to the fullest extent
permitted by law. This Lease will be construed in accordance with the laws of
the State of Florida.

C. Submission of this Lease to Tenant does not constitute an
offer, and this Lease becomes effective only upon execution and delivery by both
Landlord and Tenant.

D. Tenant acknowledges that it has not relied upon any statement,
representation, prior or contemporaneous written or oral promises, agreements or
warranties, except such as are expressed herein.

E. Tenant agrees to pay, before delinquency, all taxes assessed
during the Lease Term agreement (i) all personal property, trade fixtures, and
improvements located in or upon the Premises and (ii) any occupancy interest of
Tenant in the Premises. Landlord agrees to pay all real estate taxes and
assessments against the Building before the Building would be sold by tax deed
to pay such delinquent taxes.

F. If Tenant, with Landlord's consent, occupies the Premises or
any part thereof for the purpose of conducting business prior to the Rent
Commencement Date all provisions of this Lease will be in full force and effect
commencing upon such occupancy, and Base Rent and Additional Rent, where
applicable, for such period will be paid by Tenant at the same rate herein
specified.

G. Each party represents and warrants that it has not dealt with
any agent or broker in connection with this transaction except for Blue Lake
Realty, Inc. and the agents or brokers specifically set forth in the BLI Rider
whose commissions shall be paid by Landlord pursuant to separate agreement. If
either party's representation and warranty proves to be untrue, such party will
indemnify the other party against all resulting liabilities, costs, expenses,
claims, demands and causes of action, including reasonable attorneys' fees and
costs through all appellate actions and proceedings, if any. The foregoing will
survive the end of the Lease Term.

H. Neither this Lease nor any memorandum hereof will be recorded
by Tenant.

I. Nothing contained in this Lease shall be deemed by the parties
hereto or by any third party to create the relationship of principal and agent,
partnership, joint venturer or any association between Landlord and Tenant, it
being expressly understood and agreed that neither the method of computation of
Rent nor any other provisions contained in this Lease nor any act of the parties
hereto shall be deemed to create any relationship between Landlord and Tenant
other than the relationship of landlord and tenant.

J. Whenever in this Lease the context allows, the word
"including" will be deemed to mean "including without limitation". The headings
of articles, sections or paragraphs are for convenience only and shall not be
relevant for purposes of interpretation of the provisions of this Lease.

K. Except as otherwise stated in this Lease, this Lease does not
create, nor will Tenant have, any express or implied easement for or other
rights to air, light or view over or about the Building or any part thereof.

L. Landlord reserves the right, upon reasonable advance notice to
Tenant, except in the case of an emergency, to use, install, monitor, and repair
pipes, ducts and conduits within the walls, columns, and ceilings of the
Premises. Landlord shall use all reasonable efforts to not materially interfere
with Tenant's peaceful use and occupancy of the Premises.

M. Any acts to be performed by Landlord under or in connection
with this Lease may be delegated by Landlord to its managing agent or other
authorized person or firm. Provided, however that any such delegation shall not
reduce or alter the obligations to be performed by Landlord as set forth in this
Lease.

N. It is acknowledged that each of the parties hereto has been
fully represented by legal counsel and that each of such legal counsel has
contributed substantially to the content of this Lease. Accordingly, this Lease
shall not be more strictly construed against either party hereto by reason of
the

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BLUE LAKE STANDARD LEASE

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fact that one party may have drafted or prepared any or all of the terms and
provisions hereof.

O. If more than one person or entity is named herein as Tenant,
their liability hereunder will be joint and several. In case Tenant is a
corporation, Tenant (a) represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Tenant and constitutes
the valid and binding agreement of Tenant in accordance with the terms hereof,
and (b) Tenant shall deliver to Landlord or its agent, within three (3) business
days of the execution of this Lease, executed by Tenant, certified resolutions
of the board of directors authorizing Tenant's execution and delivery of this
Lease and the performance of Tenant's obligations hereunder. In case Tenant is a
partnership, Tenant represents and warrants that all of the persons who are
general or managing partners in said partnership have executed this Lease on
behalf of Tenant, or that this Lease has been executed and delivered pursuant to
and in conformity with a valid and effective authorization therefor by all of
the general or managing partners of such partnership, and is and constitutes the
valid and binding agreement of the partnership and every partner therein in
accordance with its terms. It is agreed that each and every present and future
partner in Tenant, to the extent that Tenant is a partnership, shall be and
remain at all times jointly and severally liable hereunder and that neither the
death, resignation or withdrawal of any partner, nor the subsequent modification
or waiver of any of the terms and provisions of this Lease, shall release the
liability of such partner under the terms of this Lease unless and until
Landlord shall have consented in writing to such release.

P. Landlord has made no inquiries about and makes no
representations (express or implied) concerning whether Tenant's proposed use of
the Premises is permitted under applicable law, including applicable zoning law;
should Tenant's proposed use be prohibited, Tenant shall be obligated to comply
with applicable law and this Lease shall nevertheless remain in full force and
effect. Landlord covenants that the Building is zoned to permit corporate
headquarters office use as contemplated in the BLI Rider.

Q. Notwithstanding anything to the contrary in this Lease, if
Landlord or Tenant cannot perform any of its non-monetary obligations due to
events beyond that party's control, the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such
events. Events beyond either party's control include, but are not limited to,
hurricanes and floods and other acts of God, war, civil commotion, labor
disputes, strikes, fire, flood or other casualty, shortages of labor or
material, government regulation or restriction and weather conditions. Nothing
herein contained shall constitute a waiver or mitigation of Tenant's
responsibility to pay Rent.

R. Notwithstanding anything to the contrary contained in this
Lease, in the event of any litigation under this Lease the prevailing party will
be reimbursed by the non-prevailing party for all reasonable attorneys' fees and
costs including through all appellate actions and proceedings, including
bankruptcy proceedings.

S. This Lease and the schedules and riders attached, form part of
this Lease together with the Rules and Regulations adopted and promulgated by
Landlord and set forth all the covenants, promises, assurances, agreements,
representations, conditions, warranties, statements and understandings
("Representations") between Landlord and Tenant concerning the Premises and the
Building and there are no Representations, either oral or written between them
other than those in this Lease. This Lease supersedes and revokes all previous
negotiations, arrangements, letters of intent, offers to lease, lease proposals,
brochures, Representations and information conveyed whether oral or in writing,
between the parties hereto or their respective representatives or any other
person purporting to represent Landlord or Tenant. Tenant acknowledges it has
not been induced to enter into this Lease by any representations not set forth
in this Lease, and has not relied on any such Representations not set forth
herein, no such Representations not set forth herein shall be used in the
interpretation or construction of this Lease, and the Landlord shall have no
liability for any consequences arising as a result of any such Representations
not set forth herein. Except as herein otherwise provided, no subsequent
alteration, amendment, change, or addition to this Lease shall be binding upon
Landlord or Tenant unless in writing and signed by each of them.

T. Time shall be of the essence for all actions required under
this Lease.

44. DELIVERY OF GUARANTY

If Tenant is required to deliver a Guaranty by a Guarantor, Tenant shall
deliver a guaranty in the form of guaranty (the "Guaranty"),together with the
form of Guarantor's resolution in the form attached hereto attached as Exhibit
"K", and the Guarantor's certificate of financial standing attached hereto as
Exhibit "K" fully executed by each Guarantor. If a Guaranty is required pursuant
to the BLI Rider then, at or prior to the parties' execution of this Lease
Landlord has delivered to Tenant a form of guaranty (the "Guaranty") to be
signed by each Guarantor identified in the BLI Rider. Tenant's failure to
deliver the Guaranty fully executed by the Guarantor within 5 days from the
earliest date on which this Lease has been signed by the parties shall
constitute an Event of Default.

45. CONFIDENTIALITY

Landlord and Tenant acknowledge that the terms and provisions of this
Lease have been

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<PAGE>

negotiated based upon a variety of factors, occurring at a coincident point in
time, including, but not limited to: (i) the individual principals involved and
the financial strength of Tenant, (ii) the nature of Tenant's business and use
of the Premises, (iii) the current leasing market place and the economic
conditions affecting rental rates, (iv) the present and projected tenant mix of
the Building, and (v) the projected juxtaposition of tenants on the floor(s)
upon which the Premises are located and the floors within the Building.
Therefore, recognizing the totality, uniqueness, complexity and interrelation of
the aforementioned factors, the Tenant agrees that information concerning
Landlord and the Blue Lake Building, and the financial terms of this Lease, are
confidential and proprietary information and Tenant agrees that it will use all
reasonable efforts to not permit the duplication or disclosure (whether by word
of mouth, mechanical reproduction, physical tender or visual or oral
transmission or review) of any such information, including the terms and
conditions of this Lease to third parties who could, in any way, be considered
presently or in the future as prospective tenants of the Building, to any
person, unless such duplication, use, or disclosure is specifically authorized
by Landlord in writing. Confidential information is not meant to include any
information that is in the public domain. In addition, Tenant agrees to use all
reasonable efforts to keep the terms and conditions as contained herein
confidential, with the following exceptions:

A. Tenant may disclose the contents of this Lease to its advisors
in the contemplated transaction, so long as the advisor agrees in writing to use
all reasonable efforts to maintain confidentiality;

B. Tenant may disclose such information as required by court
order;

C. Tenant may disclose such information as required by any laws,
regulations or requirements applicable to Tenant or any affiliate of Tenant; and

D. Tenant may disclose the contents of this Lease to potential
assignees or subtenants, so long as such potential assignees or subtenants agree
in writing to use all reasonable efforts to maintain confidentiality.

Tenant shall issue no press release or statement to the media regarding
this Lease without the Landlord's prior approval, which approval shall not be
unreasonably withheld or delayed.

46. SIGNAGE CRITERIA

Tenant shall be permitted to erect or enplace a sign, as applicable, in
conformance with the BLCC design criteria for the Premises as attached hereto
and made a part hereof as Exhibit "H".

47. CARPOOLING, MASS TRANSIT AND TRAFFIC CONTROL

Tenant acknowledges that, due to the nature and size of the Building,
Landlord may be required by applicable governmental authorities to participate
in, and require tenants to participate in, carpool programs, mass transit
programs, flexible shift and other flexible time programs, and other traffic
reduction programs and measures. Tenant agrees to participate in and comply with
such programs and measures required by applicable governmental authorities or
agreed to by Landlord with respect to the Building. Tenant's breach of this
provision shall not be a default under this Lease or expose Tenant otherwise to
damages or injunction.

48. LEASE CONTINGENCIES

This Lease shall be conditioned and contingent upon the occurrence of
the following event: within ten (10) days from the Effective Date hereof,
Landlord's mortgagee(s) and other lenders have approved this Lease and the
Tenant (including but not limited to Tenant's financial condition).

49. ASSOCIATION

The Building, in which the Premises are located shall be subject to a
Declaration of Restrictive Covenants, Easements and Conditions (the
"Declaration") which shall govern certain matters with respect to the
development, management and maintenance of the Building and to satisfy
requirements with respect to surface water management, drainage and other
aspects of the Building. The Declaration shall provide for the creation of a
property owner's association ("Association") to perform certain management,
operational and maintenance obligations pursuant thereto. The Association will
have the authority to levy fees and assessments against the Building, including
the Building, to pay for the obligations of the Association. This Lease is
subject to the Declaration, upon the recordation of the Declaration, and to the
rights of the Association pursuant thereto. Additionally, fees and assessments
of the Association paid by the Landlord shall be deemed Operating Expenses for
the purpose of determining Overhead Rent. The Declaration shall not materially
impair Tenant's rights under this Lease.

50. VENDING MACHINES

No Tenant shall obtain, or accept for use in the Premises, vending
machines or pay telephones, or other similar services from any persons other
than those specifically designated by Landlord to offer or distribute such
services. Landlord shall designate at least one vendor for such services.

51. FOOD SERVICE

At all times during the term of the Lease (subject; however, to
reasonable temporary

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BLUE LAKE STANDARD LEASE

<PAGE>

interruptions), Landlord will provide a cafeteria or other food service facility
within the Building campus to serve breakfast and lunches to employees of Tenant
and other tenants. The scope and types of food to be served, and all other
aspects of such food service facility shall be determined in Landlord's sole
discretion.

52. AUDITORIUM/CONFERENCE CENTER

Landlord will make available to Tenant on an as available, first come
first serve basis, the existing auditorium and conference center, at a cost no
greater a cost than that charged to other tenants, together with Landlord's
charges for setup and cleanup, and for any damages thereto resulting from
Tenant's use thereof.

53. TELECOMMUNICATIONS

A. TENANT'S RESPONSIBILITY. Tenant acknowledges and agrees that
all telephone and telecommunications and data services, including wiring and
installation therefor, desired by Tenant shall be ordered and utilized at the
sole expense of Tenant. Unless Landlord otherwise requests or consents in
writing, all of Tenant's telecommunications equipment shall be and remain solely
in the Premises and the telephone closets on the floor on which the Premises is
located, in accordance with the rules and regulations adopted by Landlord from
time to time. Unless otherwise specifically agreed to in writing, Landlord shall
have no responsibility for the maintenance of Tenant's telecommunications or
data equipment, including wiring; nor for any wiring or other infrastructure to
which Tenant's telecommunications or data equipment may be connected. Tenant
agrees that, to the extent any such service is interrupted, curtailed or
discontinued, Landlord shall have no obligation or liability with respect
thereto and it shall be the sole obligation of Tenant at its expense to obtain
substitute service, unless caused by the negligence or willful misconduct of the
Landlord, its agents, employees, or contractors.

B. REMOVAL OF EQUIPMENT AND WIRING AND OTHER FACILITIES. Any and
all telecommunications and data equipment installed in the Premises or elsewhere
in the Building or the Project by or on behalf of Tenant, including wiring, or
other facilities for telecommunications or data transmittal reception, shall be
removed prior to the expiration or earlier termination of the Term, by Tenant at
its sole cost or, at Landlord's election, by Landlord at Tenant's sole cost,
with the cost therefor to be paid as Additional Rent.

C. NEW TELECOMMUNICATIONS OR DATA PROVIDER INSTALLATIONS. Tenant
acknowledges that the Landlord has or will enter into an agreement with a
telephone, telecommunications or data provider for the installation and
maintenance of telecommunications lines to and within the Building and that such
lines will be the exclusive lines serving the Building and the Premises. In the
event that Tenant wishes at any time to utilize the services of a telephone,
telecommunications or data provider whose equipment is not then servicing the
Project, no such provider shall be permitted to install its line within the
Building or Project without first securing the prior written approval of
Landlord, which approval shall be in the Landlord's sole and absolute
discretion. The Landlord's approval, if given, shall not be deemed any kind of
warranty or representation by Landlord, including without limitation, any
warranty or representation as to the suitability, confidence, or financial
strength of the provider without limitation of the foregoing standard and may be
conditioned upon such terms as shall be determined by Landlord in its reasonable
judgment.

D. LIMITS ON PROVIDER RELATIONSHIP. Notwithstanding anything
herein to the contrary, no telephone, telecommunications or data provider shall
be deemed a third-party beneficiary of this Lease.

E. INSTALLATION AND USE OF WIRELESS TECHNOLOGIES. Subject to
Paragraph 56 hereof, Tenant shall not utilize any wireless communications or
data equipment (other than usual and customary cellular telephones), including
antenna and satellite receiver dishes, within the Premises, or the Building or
the Project, without Landlord's prior written consent, which consent may be
arbitrarily withheld. Such consent may be conditioned in such manner so as to
protect Landlord's financial interest and the interest of the Building and the
other tenants therein, in a manner similar to the arrangement described in the
immediately preceding paragraphs.

F. CONSENT NOT LANDLORD WARRANTY. Landlord's consent under this
Section shall not be deemed any kind of warranty or representation by Landlord,
including without limitation, any warranty or representation as to the
suitability, competence or financial strength of provider.

G. TENANT RESPONSIBLE FOR SERVICE INTERRUPTION. Tenant agrees
that to the extent service by its provider is interrupted, curtailed or
discontinued, Landlord shall have no obligation or liability with respect
thereto and it shall be the sole obligation of Tenant at its expense to obtain
substitute service as to another, except to the extent caused by the negligence
or willful misconduct of Landlord, its agents, employees or its contractors.

H. NO THIRD PARTY RIGHTS. The provisions of this Section may be
enforced solely by the Tenant and Landlord, and are not for the benefit of any
other party, specifically without limitation, no telephone or telecommunications
provider shall be deemed a third party beneficiary of the Lease.

I. LIABILITY FOR EQUIPMENT INTERFERENCE. In the event that
telecommunications or data equipment, wiring and facilities or satellites and
antenna equipment of any kind installed by or at the request of Tenant within
the Premises, on the roof, or elsewhere within or on the Building, or the
Project, causes interference to equipment used by another

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BLUE LAKE STANDARD LEASE

<PAGE>

party, Tenant shall assume all liability related to such interference. Tenant
shall use reasonable efforts, and shall cooperate with Landlord and other
parties to promptly eliminate such interference. In the event that Tenant is
unable to do so, Tenant will substitute alternative equipment which remedies the
situation. If such interference persists, Tenant shall discontinue the use of
such equipment, and at Landlord's discretion, remove such equipment according to
the foregoing specifications. Tenant agrees to and shall indemnify and hold
Landlord harmless or any liabilities and claims against Landlord resulting from
such interference.

54. INCENTIVE PROGRAMS. Tenant acknowledges advice from Landlord that
Landlord may, from time to time, apply for various loans, grants and/or other
incentive programs ("Incentive Programs"), which may enhance the value of the
Building. It is anticipated that certain applications for solicitations may
require a tenant or other possessor of portions of the Building to be the
applicant, co-applicant or participating party in applying for and/or securing
the Incentive Program(s). Within five (5) business days of Landlord's request,
Tenant shall, at Landlord's expense execute, to the extent required as to any
Incentive Program, any and all applications, petitions and/or other
documentation in support of Incentive Program. In any instance in which an
Incentive Program is applied for and secured, Tenant hereby irrevocably assigns
and quit-claims to Landlord any and all rights and interests which Tenant may
claim in and to any benefits or proceeds of the Incentive Programs. The
assignment contained in the immediately preceding sentence is self-effectuating
without need for further confirmation to be effective; however, at the request
of Landlord, Tenant shall execute and deliver such assignment(s), confirmations
with supporting documentation as may from time-to-time be required by Landlord
in furtherance of this Section. Landlord covenants with Tenant that Tenant shall
not incur any liability or obligation by virtue of or associated with the
application, processing or any participation in the securing of any Incentive
Program, and Landlord shall indemnify Tenant in connection therewith. Tenant
further agrees that, except that to the extent necessary in processing any
application for Incentive Programs, Tenant will use all reasonable efforts to
have all information received by Tenant or any employee, shareholder, attorney,
accountant or other party acting by, through or under Tenant shall and remain
confidential as proprietary information owned and reserved solely by Landlord.
Landlord may exclusively, and its sole option, prepare a memorandum of this
Section which shall be executed by Tenant upon request of Landlord and which may
be recorded in the public records of Palm Beach County, Florida.

55. SAVING PROVISION. If any provision of this Lease, or its application
to any situation shall be invalid or unenforceable to any extent, the remainder
of this Lease, or the application thereof to situations other than that as to
which it is invalid or unenforceable, shall not be affected thereby and every
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

56. SATELLITE DISH. Landlord agrees that Tenant, at its sole cost and
expense, has the right to install a satellite dish, fibre optics and microwave
transmission equipment (collectively, the "Satellite Dish") on the roof of the
Building. Should Tenant elect to install a Satellite Dish on the roof of the
Building, Tenant agrees to install the Satellite Dish in accordance with all
applicable codes and laws and sound engineering and construction practices.
Tenant further agrees to use any specified roofing contractor or other general
contractor required by Landlord to install the Satellite Dish so as avoid any
compromise to the roof structure or membrane. The architectural and engineering
plans and specifications for the Satellite Dish and any required Alterations to
the Building in connection therewith shall be subject to the Landlord's approval
as an Alteration under this Lease. Tenant warrants and represents that any
emissions from the Satellite Dish are not harmful to humans and indemnifies the
Landlord from and against any claims thereof in the same manner as for any other
Environmental Default hereunder.

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<PAGE>

IN WITNESS WHEREOF, the parties have signed and delivered this Lease as
of the day and year first above written.

Witnesses: "TENANT"

CYBEAR, INC., a Florida corporation

________________________________ By:_________________________________
Print Name:_________________________
________________________________ Title:______________________________
(As to Tenant) [SEAL]

Witnesses: "LANDLORD"

________________________________ BLUE LAKE, LTD., a Florida limited
partnership

________________________________
(As to Landlord) By: BLUE LAKE, INC., a Florida
corporation, its general partner

By:_____________________________
Print Name:________________________
Authorized Agent:__________________

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "A"

FLOOR PLAN

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "B"

WORK LETTER AGREEMENT

In the event of any inconsistencies between this Agreement and the Lease
dated currently herewith to which this Agreement is attached as Exhibit "B",
this Agreement shall control. Capitalized terms used in this Agreement shall,
unless otherwise specifically set forth herein, have the same meanings as in the
Lease.

1. Tenant shall complete or cause the completion of improvements to the Premises
as shown on the Final Plans (defined below) and as more fully described in this
Section (the "Work"). Tenant shall retain an architect and engineer from and
amongst a group which shall consist of the published list of pre-approved
architects and engineers at Blue Lake Corporate Center, listed pursuant to
Schedule B-3 to prepare complete and detailed architectural plans and
specifications, and structural, mechanical and engineering plans and
specifications, showing the Work (collectively, the "Construction Plans").
Subject to the Landlord's Contribution for Tenant Improvements, the cost of the
Construction Plans shall be the responsibility of Tenant. The Construction Plans
shall be prepared in a manner as will be acceptable to Landlord in its
reasonable discretion. The Work shall meet or exceed the minimum standards for
the Work ("Minimum Building Materials and Construction") attached hereto as
Exhibit "B-1" and otherwise as determined by Landlord in its reasonable
discretion. It is the intent of the parties that Exhibit "B-1" set forth the
minimum quality of the Work, however, Exhibit "B-1" shall not be construed to
require any particular quantity of the items described therein except to the
extent required by applicable codes or laws. The Construction Plans shall be
consistent with all applicable laws, codes, ordinances and regulations,
including but not limited to the Americans with Disabilities Act of 1990, of
governmental and quasi-governmental entities having jurisdiction regarding the
Work and/or the Building.

Tenant's Construction Plans shall include, but not be limited to, indication or
identification of the following:

A. locations and structural design of all floor area requiring
live load capacities in excess of 75 pounds per square foot;

B. the density of occupancy in large work areas;

C. the location of any food service areas or vending equipment
rooms if permitted by Landlord;

D. areas requiring 24-hour air conditioning, Tenant's
supplemental air-conditioning units (if any), and electrical consumption
subverters if required by Landlord;

E. location of rooms for telephone equipment;

F. locations and types of plumbing, if any, required for toilets
(other than core facilities), sinks, drinking fountains, etc.;

G. light switching of offices, conference rooms, etc.;

H. layouts for specially installed equipment, including
computers, size and capacity of mechanical and electrical services required and
heat projection of equipment;

I. dimensioned location of: (a) electrical receptacles (120
volts), including receptacles for wall clocks, and telephone outlets and their
respective locations (wall or floor), (b) electrical receptacles for use in the
operation of Tenant's business equipment which requires 208 volts or separate
electrical circuits, (c) electronic calculating, CRT systems, etc., and (d)
special audio-visual requirements;

J. special fire protection equipment and raised flooring where
permitted by Building systems and otherwise approved by Landlord;

K. reflected ceiling plan;

L. information concerning air conditioning loads, including, but
not limited to, air volume amounts at all supply vents;

M. non-building standard ceiling heights and/or materials;

N. materials, colors and designs of wall coverings and finishes;

O. painting and decorative treatment required to complete all
construction;

P. swing of each door;

Q. a schedule for doors (including dimensions for undercutting of
doors to clear carpeting) and frames complete with hardware; and

R. all other information necessary to make the work complete and
in all respects ready for operation.

2. Tenant shall deliver Construction Plans to Landlord for Landlord's approval.
Landlord shall

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BLUE LAKE STANDARD LEASE

<PAGE>

respond to Tenant's request for approval of Tenant's Construction Plans within
ten (10) business days of their submission, during which time the Landlord's
architect and engineer ("Landlord's Consultants") will review the Construction
Plans. In the event Landlord or Landlord's Consultants shall reasonably
disapprove of all or a portion of Tenant's Construction Plans, it shall set
forth its reasons therefor in writing in reasonable detail within such ten (10)
business day period. Tenant shall be required to incorporate any reasonable
changes to the Construction Plans as required by Landlord. Landlord or
Landlord's Consultants shall respond to Tenant's request for consent of its
revised plans within three (3) business days of submission unless the revisions
are substantial in which event Landlord's response shall be within five (5)
business days thereafter. Neither the recommendation or designation by the
Landlord of a pre-approved list of architects or contractors shall be deemed to
create any liability on the part of Landlord with respect to the Construction
Plans (whether with respect to design, functionality, specifications, compliance
with legal requirements or otherwise). Tenant shall reimburse Landlord for
reasonable architect, engineer and other professional fees incurred by Landlord
in connection with review of Tenant's Construction Plans and Revisions to the
extent that such relate to an a Landlord-approved structural, roof or mechanical
system modification. However, (i) Tenant may use Landlord's Contribution, if
provided for in the BLI Rider, for such reimbursement, and (ii) reimbursement
shall be limited to customary rates.

3. As used herein, "Final Plans" refers to the Construction Plans after the same
have been approved in writing by Landlord. The Landlord Contribution to cost of
construction, if any, is set forth in the BLI Rider. Tenant shall be responsible
for the entire cost of demolition, if any, and Tenant's Initial Improvements
including any revisions to the Final Plans ("Revisions") subject to the
Landlord's Contribution. Tenant shall obtain, or cause to be obtained, all
necessary governmental permits and commence and diligently pursue at its sole
cost and expense construction of the Work contemplated by the Final Plans,
substantially in accordance with the Final Plans. Tenant shall obtain Landlord's
prior written approval of its building permit application before submission of
same. If applicable, Tenant's plans shall include all information necessary to
reflect Tenant's requirement for the installation of any supplemental air
conditioning system and ductor, electrical, plumbing and other mechanical
systems and all work necessary to connect any special or non-standard facilities
to the Building's base mechanical, electrical and structural systems. Tenant's
submission shall include not less than one (1) set of sepias, three (3) signed
and sealed sets, and six (6) bidding sets of black and white prints for each
bidder.

A. PERFORMANCE OF WORK. The Work shall be constructed in a good and
workmanlike manner substantially in accordance with the Construction Plans. The
Work shall be subject, at the option of Landlord, to the inspection of Landlord,
Landlord's Architect and Landlord's General Contractor from time to time, during
the period in which the Work is being performed, provided that such inspection
does not unreasonably interfere with the completion of the Work. If such
inspections reveal that any of the Work is not being constructed substantially
in conformance with the provisions of this Agreement or the Final Plans, Tenant
at its expense shall correct same forthwith. Only new, first class materials
shall be used in the performance of the Work. At all times during the
construction of the Work, it shall be Tenant's responsibility to cause each of
Tenant's contractors and subcontractors to maintain protection of the Premises
in such a manner as to prevent any damage to the Work, or to adjacent property
and improvements by reason of the performance of the Work. Tenant's contractor
and subcontractors shall properly secure the Premises, including, to the extent
required, the furnishing of temporary guard rails and barricades. Landlord for
good cause shall have the right to require Tenant to terminate any construction
work at any time being performed by or on behalf of Tenant in the Premises, and
to require that any contractor or subcontractor, or any employee of same, leave
the Building. Upon written notification, setting forth in reasonable detail such
good cause, from Landlord to Tenant to cease any work, Tenant shall forthwith
remove from the Premises all agents, employees and contractors of Tenant
performing such work until such time as Landlord shall have given its written
consent for the resumption of such construction work (such consent not to be
unreasonably withheld or delayed), and Tenant shall have no claim for damages of
any nature whatsoever against Tenant in connection therewith.

B. CHANGE ORDERS. Landlord's written approval shall be obtained by
Tenant prior to the undertaking of any construction work which deviates from or
modifies in a substantial manner from the Final Plans. Should Tenant or Tenant's
contractor request or desire to make any substantial changes to the Final Plans,
Tenant shall submit same to Landlord for its approval which shall not be
unreasonably withheld or delayed.

C. INSURANCE. During the course of construction, Tenant or Contractor
shall provide builder's risk insurance equal to the replacement cost of any
improvements being constructed, naming Landlord as an additional insured as its
interests may appears, and owners and contractors protective liability insurance
in an amount of not less than $3,000,000. In addition, Tenant shall maintain the
insurance required pursuant to the Lease.

D. BUILDING RULES AND REGULATIONS. During the course of construction,
Tenant and Contractor shall comply the with Building rules and regulations
relating to construction within the Building. Attached hereto as Exhibit "C" are
such rules and regulations, which Tenant and Contractor

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BLUE LAKE STANDARD LEASE

<PAGE>

shall initial and cause to be posted during the course of construction.

E. NOTICE OF COMMENCEMENT. Tenant agrees not to cause or permit the
Contractor to commence construction and shall not disburse any funds to
Contractor, any subcontractors, sub-subcontractors, materialmen and laborers
until a Notice of Commencement is recorded pursuant to Chapter 713.13 of the
Florida Statutes, a certified copy of such Notice of Commencement has been
posted on the construction site, and an Affidavit of such posting is furnished
to Landlord. Such Notice of Commencement shall not be recorded without
Landlord's prior written consent to the form and content of same which shall not
be unreasonably withheld or delayed. The form of the Notice of Commencement
shall be in accordance with Exhibit "B-2" attached hereto. Landlord shall be
named on the Notice of Commencement to receive copies of Notices to Owner.
Landlord may desire to inquire and communicate directly with various parties
named in statements provided to Landlord by Tenant and Contractor or those
parties who give a Notice to Owner. Tenant hereby authorizes Landlord to make
such inquiries and authorize those parties to furnish the information required
by Landlord.

F. LIENS. Pursuant to the provisions of the Florida Construction Lien
Law (Chapter 713) and this Lease, the interest of the Landlord shall not be
subject to the liens for improvements made by the Tenant, Contractor, any
subcontractor, sub-subcontractor, materialman, supplier or laborer, and the
Lease is hereby deemed to expressly prohibit such liability. Tenant agrees to
notify Contractor, any subcontractors, sub-subcontractors, materialmen, laborers
and suppliers doing Work for Tenant on the Premises of this provision.

G. LANDLORD'S CONTRIBUTION. Notwithstanding anything to the contrary
contained herein, Tenant acknowledges that Landlord is merely providing the
Landlord's Contribution as an incentive for Tenant to enter into this Lease and
Landlord is not in any way acting as a contractor or as any other party with
respect to construction of the Work, and further, that neither the Landlord nor
the Building are liable for, nor stand as security for the claims or liens of
any Contractor, subcontractors, sub-subcontractors, materialmen, laborers and
other third parties, hired by or on behalf of the Tenant, except to the extent
caused by the negligence or willful misconduct of Landlord, its agents,
employees, or contractors.

H. PAYMENT OF LANDLORD'S CONTRIBUTION. Payment of Landlord's
Contribution ("Payment"), shall be made by Landlord (at its election in a check
payable jointly to Tenant and Contractor), monthly, within thirty (30) days
after satisfaction of the following conditions:

(1) The Construction Contract has been fully performed by
the Contractor to date; and

(2) Tenant submits verifiable receipts that it has paid in
full the Contractor on the Construction Contract through the date of the
particular payment; and

(3) As to final payment, all punchlist relating to the Work
has been completed; and

(4) Tenant's architect has certified to Landlord, in form
reasonably acceptable to Landlord, that all of the Work has been performed (as
to monthly payments) or completed (as to final payment) substantially in
accordance with the Final Plans, except as modified by change orders approved in
writing by Landlord; and

(5) The Contractor has furnished to both the Landlord and
Landlord's Architect, a duly and properly executed Contractor's Progress Payment
Affidavit or Final Affidavit, as applicable, complying in all respects to the
provisions of Chapter 713 of Florida Statutes (the "Construction Lien Law"), a
duly and properly executed Contractor's Partial Release of Lien or Final Release
of Lien, as applicable, all in such form and having such content as is
satisfactory to Landlord in its reasonable discretion, duly and properly
executed Partial Releases of Lien or Final Releases of Lien, as applicable, from
each and every subcontractor, sub-subcontractor, materialman, supplier and
laborer and such other documents as Landlord shall be entitled to under the
Construction Lien Law, all in such form and having such content as is
satisfactory to Landlord in its reasonable discretion. In the event Contractor
does not furnish to Landlord all of the aforesaid final releases of lien, then
Landlord shall be entitled to subtract from the amount that Landlord determines
is necessary to transfer to bond or to pay in full any subcontractor,
sub-subcontractor, materialman, laborer who has not furnished a Release of Lien
(but no reduction in the Payment shall be made if the Contractor posts a cash
bond or other surety accessible to Landlord covering such amounts). Landlord
shall have the right to pay directly any subcontractor, sub-subcontractor,
materialman, supplier and laborer listed on the Contractor's Affidavit given in
connection with the Contractor's Application for Payment, and any such other
subcontractor, sub-subcontractor, materialman, supplier and laborer who has
given a Notice to Owner; and

(6) As to final payment, certification by Tenant in form
satisfactory to Landlord that Tenant accepts the Premises, and that all Work has
been substantially completed in accordance with the Final Plans; and

(7) As to final payment, receipt by Landlord of two (2) sets
of detailed and complete As-Built Final Plans of the Work, including all
architectural, structural, mechanical, plumbing and electrical work done in the
Premises; and

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BLUE LAKE STANDARD LEASE

<PAGE>

(8) As to final payment, evidence reasonably satisfactory to
Landlord that the Work is substantially complete in accordance with the Final
Plans and evidence of approval of such completion by local governmental
authorities; and

(9) As to final payment, Tenant is in occupancy of the
Premises and has made its first monthly installment of Base Rent, and is not
otherwise in default of the Lease beyond applicable notice and cure periods; and

(10) As to final payment, Landlord receives a copy of the
Certificate of Occupancy.

All progress payments shall be subject to a ten (10%) percent retainage
held by Landlord until final payment of Landlord's Contribution.

4. Tenant shall have the right to make Revisions from time to time after Final
Plans have been prepared. All Revisions, of a substantial nature (i.e., those
that are material, structural or mechanical in nature) shall be subject to
Landlord's prior written approval, which shall not be unreasonably withheld or
delayed. Landlord shall either approve or disapprove such Revisions within five
(5) business days after submission thereof by Tenant. Without limiting the
generality of the foregoing, no Revision will be approved unless (a) all changes
to and modifications from the Final Plans are circled or highlighted as per
standard practices and (b) said Revisions conform with the requirements of this
Work Letter. The cost of any Revisions shall be borne solely by Tenant and the
Revisions shall not delay the Commencement Date hereunder.

5. Tenant shall use due diligence to complete the Work as soon as may be
practicable.

6. Tenant shall notify Landlord of the date of Substantial Completion at least
five (5) days prior thereto. As used herein, "Substantial Completion" shall mean
that, with the exception of punch-list items, the Work shall have been completed
in accordance with the Final Plans. Landlord and Tenant shall thereupon set a
mutually convenient time for Tenant's Construction Agent and Landlord or
Landlord's Consultant to inspect the Premises. Upon completion of the
inspection, Tenant's Construction Agent shall acknowledge in writing that
substantial completion has occurred.

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "B-1"

TO WORK LETTER AGREEMENT

1. PARTITIONS

(A) Demising Walls: One hour fire rated construction (unless otherwise
required by code due to existing conditions), full height from
floor slab to underside of upper deck, 3-5/8" 25 gauge (or as
structurally required for height to underside of upper deck) steel
studs spaced per code requirements, 3-1/2" fiberglass batt
insulation for sound attenuation full height of wall, Type "X"
5/8" gypsum board, taped and finished 2" above ceiling height
ready to receive finishes, and fire taped to the underside of the
upper deck. Construction to include both sides of wall.
(B) Interior Partitions: Non-rated wall construction, framed above
ceiling height 2", or to ceiling height (with zip bead), 3-5/8" 25
gauge steel studs spaced per code requirements, minimum 5/8"
gypsum board, taped and finished ready to receive finishes.
(C) Interior Face of Concrete/Masonry Walls: Non-rated wall
construction, furred above ceiling height 2", furring strips
spaced per applicable code, minimum 1/2" gypsum board, taped and
finished ready to receive finishes. No alterations or changes to
exterior wall without the written consent of the Landlord

2. DOORS

(A) Interior Entry Doors:
(i). Main Entry: C-Label fire rated door, 3'-0" X 8'-0" X
1-3/4", two flush solid core wood, paint grade, steel
frame.
(ii). Secondary Entry: same as above. Landlord to review for
access to mechanical systems and door requirements. Doors
to be recessed within the tenant space.
(B) Exterior Entry Doors: Two flush glass and aluminum non-label
doors, 3'-0" X 8'-0", with aluminum frame.
(C) Interior Doors: Solid core wood, 3'-0" X 8'-0", paint grade,
hollow metal frame. Match existing for spaces re-using existing
doors.

3. HARDWARE

(A) Interior Entry Doors: Three (3) pair Hager BB1279 4.5" X 4.5" US
26D finish hinges, Lever lockset Schlage "D" series Athens model
with US 26D finish and to have top and bottom flush bolts with
threshold and weatherstrips, two door closers LCN Smooth Series
with US 26D finish, two door stoppers model IVES 435/436 and
eight door silencers model IVES 20.
(B) Exterior Entry Doors: Three (3) pair Hager BB1279 4.5" X 4.5" US
26D finish hinges, Lever lockset Schlage "D" series Athens model
with US 26D finish and to have top and bottom flush bolts with
threshold and weatherstrips, two door closers LCN Smooth Series
with US 26D finish, two door stoppers model IVES 435/436 and
eight door silencers model IVES 20.
(C) Interior Doors: Three (3) Hager BB1279 4.5" X 4.5" US 26D finish
hinges, Lever latchset Schlage "D" series Athens model with US
26D finish, one door stopper model IVES 435/436 and four door
silencers model IVES 20.
(D) Tenant shall provide one entry keyed to the Landlord's building
master key (see building engineer) that entry shall be the closest
door to the fire alarm control panel.

4. CEILINGS

(A) For new construction: 2' X 2' Armstrong Cortega #704 ceiling tile
with 15" X 16" white metal grid at 9'-0" above finish floor.
(B) Existing construction: Match existing.

5. FLOORING

(A) Carpet: Shaw, Lotus or equivalent 26 ounce commercial grade
textured loop pile direct glue down carpet in work areas and
offices. Vinyl base.
(B) Vinyl (VCT) tiles in kitchen areas.
(C) Ceramic tiles (4" X 4") in bathrooms.

6. FINISHES

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BLUE LAKE STANDARD LEASE

<PAGE>

(A) Paint - Walls primed first coat, latex based paint single color.
(B) Window Treatments are to be mini-blinds, white, Levelor, to match
existing. The Y-buildings (001, 002, 031, 032, 003, 005) shall be
vertical blinds Satique-off white/3522.
(C) No wallcoverings to be used on exterior masonry/concrete walls.

7. MECHANICAL

(A) Controls
All thermostats and other controls to
match existing controls (Johnson
Controls, Robert-Shaw, see Building
Engineer).
(B) Variable Air Volume Box:
Match existing VAV (Trane, Carrier)
(C) Registers, Grills:
MetalAire white perforated air diffuser series 7000 Model
PCS-CB-5 (4-way) all 24" X 24"
(D) Ductor:
Ducting shall be 24 gauge sheet metal construction with
appropriate connections and hangers as per code. Flex duct for
drops mounted per code. Match existing shall be code compliant.

8. ELECTRICAL

(A) Light Fixtures:
2' X 4' four tube recessed fluorescent fixture with electronic
ballast and T-8 lamps or match/re-use existing lighting.
(B) Light Switches:
Toggle type single pole single throw switch.
(C) Exit Lights:
Battery backup and/or emergency
lighting circuit direct wired. Installed
per code.
(D) Receptacles:
Wall mounted duplex at 110 volts 20 amp rating at 16" above
finish floor as per code.
(E) Telephone:
Modular wall mounted outlets with pull string conduit stubbed
above ceiling with pull-string. 3/4" inch conduit supplied from
telephone room to leased space.
(F) Power:
Electric to be individually metered.

9. PLUMBING

Common area restrooms as per existing. New bathrooms and/or renovation
of existing bathrooms as below and are to be ADA compliant:

(A) Toilet Partitions:
Formica laminate or equal solid color with 1-1/4" thick panels
and 5'-10" high mounted with stainless steel hardware.
(B) Vanity Top:
Formica laminate or equivalent solid color with ADA compliant
design.
(C) Water Closet:
Wall mounted, American Standard
(D) Per applicable code for ADA and density requirements.

10. LIFE SAFETY SYSTEMS

(A) Fire alarm panel to be Thorn AutoCall AL-1500.
(B) Approved fire alarm contractor is WSA Systems, Inc., contact Brad
Golub (954) 422-9662.
(C) Fire Sprinkler system per code

11. EXTERIOR ENTRIES

All exterior entries to be per approved style as attached. Landlord to
review.

(A) Y-building entries.
(B) Flex building entries.
(C) Building 021/022/023/042 west face entries.

12. ARCHITECTURAL STANDARDS

(A) Drawing standards.
(B) CAD storage maintenance standards

13. SIGNAGE

(A) Exterior signage to be submitted by tenant and approved in
writing by Landlord.
(B) Interior signage package to be submitted by tenant and approved
in writing by Landlord.
(C) Temporary directional signage: tenant to submit to Landlord a
signage package. Landlord to review and approve in writing.

14. OTHER

(A) Any exterior details, modifications, temporary signage, posters,
banners, etc., to be reviewed and approved in writing by
Landlord prior to installation.

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "B-2"

FORM OF NOTICE OF COMMENCEMENT

Permit No.____________________________
Tax Folio No. _________________________

NOTICE OF COMMENCEMENT

STATE OF FLORIDA
COUNTY OF PALM BEACH

The undersigned hereby gives notice that improvement will be made to
certain real property, and in accordance with Chapter 713, Florida Statutes, the
following information is provided in this Notice of Commencement.

1. Description of property: (legal description of the property, and
street address if available)

See Exhibit "A" attached hereto and made a part hereof.

2. General description of improvement:

Tenant's build-out of leasehold improvements to a portion of 5000
Blue Lake Drive, Boca Raton, Florida, pursuant to Work Letter
Exhibit to Lease between Owner and Cybear, Inc..

3. Owner information

a. Name and address:

Cybear, Inc.
c/o Andrx Corporation
400 S. W. 47th Avenue, Suite 201
Fort Lauderdale, Florida 33314
Attention: Scott Lodin, Esq.

b. Interest in property:

Leasehold

c. Name and address of fee simple titleholder (if other than
Owner): N/A

Blue Lake, Ltd.
5000 Blue Lake Drive, Suite 100
Boca Raton, Florida 33431
Attn: Michael D. Masanoff, Exec. Vice President

4. Contractor (name and address):

a. Name and address:

b. Fax Number:

5. Surety

a. Name and address: N/A

b. Phone Number:

c. Fax Number: (optional, if service by fax is acceptable).

d. Amount of bond: $

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BLUE LAKE STANDARD LEASE

<PAGE>

6. Lender: (name and address)

a. Name and address:

b. Fax Number: (optional, if service by fax is acceptable).

7. Persons within the State of Florida designated by Owner upon whom
notices or other documents may be served as provided by Section 713.13(1)(a)7.,
Florida Statutes. (name and address)

Blue Lake, Ltd.
5000 Blue Lake Drive
Suite 100
Boca Raton, Florida 33432
Att: Michael D. Masanoff, Executive Vice President

8. In addition to himself, Owner designates___________________________
(name) _____________ ___________________(address) to receive a copy of the
Lienor's Notice as provided in Section 713.13(1)(b), Florida Statutes.

9. Expiration date of notice of commencement: Six (6) months from the
date of recordation.

CYBEAR, INC., a Florida corporation

By:____________________________________________
Print Name:____________________________________
Title: ________________________________________

Sworn to and subscribed before me this _______ day of _______________,
1998, by _________________________ as _____________________________________ of
CYBEAR, INC., a Florida corporation, who is personally known to me or who has
furnished a _____________________ for identification.

-----------------------------------------------
Notary Public
My Commission Expires:

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "B-3"

LIST OF PRE-APPROVED BLUE LAKE CORPORATE CENTER CONTRACTORS

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EXHIBIT "C"

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, and halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than ingress and egress to and from the
Premises.

2. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No
curtains, blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the Premises, without the prior written
consent of Landlord. Tenant shall be required to use only Landlord's standard
blinds and Tenant shall comply with any and all energy conservation measures
instituted by Landlord. Such awnings, projections, curtains, blinds, shades,
screens or other fixtures must be of a quality, type, design, and color, and
attached in the manner approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Premises or Building or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord
except that the name of Tenant may appear on the entrance door of the Premises.
In the event of a violation of the foregoing by Tenant, Landlord may remove same
without any liability and may charge the expense incurred by such removal to the
Tenant or Tenants violating this rule. Interior signs on doors and the directory
shall be inscribed, painted or affixed for each Tenant by Landlord at the
expense of such Tenant and shall be of a size and style acceptable to the
Landlord. Tenant must furnish Landlord with evidence of compliance with
applicable legal requirements including Florida's Fictitious Name Law if Tenant
desires to identify itself by a name other than its legal name.

4. Tenant shall not occupy or permit any portion of the Premises demised
to it to be occupied as an office for a public stenographer or typist, or as a
barber or manicure shop, or as an employment bureau. Tenant shall not engage or
pay any employees on the Premises, except those actually working for Tenant at
the Premises, nor advertise for labor giving an address at the Premises. The
Premises shall not be used for gambling, lodging, or sleeping or for any immoral
or illegal purposes.

5. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageway or other public places in the
Building shall not be covered or obstructed by any Tenant nor shall any bottles,
parcels or other articles be placed on the window sills. No materials shall be
placed in the corridors or vestibules nor shall any articles obstruct any air
conditioning supply or exhaust vent.

6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures by Tenant, its servants,
employees, agents, or licensees shall be borne by Tenant.

7. No Tenant shall mark, paint, drill into, or in any way deface any
part of the Premises or the Building of which they form a part. No boring,
cutting, or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as it may direct. Should a Tenant require telegraphic,
telephonic, annunciator or other communication service, Landlord will direct the
electricians where and how wires are to be introduced and placed, and none shall
be introduced or placed except as Landlord shall direct. Electric current shall
not be used for power or heating without Landlord's prior written permission.
Neither Tenant nor Tenant's Agents including, but not limited to, electrical
repairmen and telephone installers, shall lift, remove or in any way alter or
disturb any of the interior ceiling materials of the Premises or Building, nor
shall any of same have any access whatsoever to the area above the interior
ceiling of the Premises or the Building except with the prior written consent of
Landlord and in accordance with guidelines established by Landlord. No antennas
shall be permitted.

8. No bicycles, vehicles, or animals of any kind shall be brought into
or kept in or about the Premises, and no cooling shall be done or permitted by
any Tenant on said Premises. Bicycles shall be locked in the racks provided
therefor. No Tenant shall cause or permit any unusual or objectionable odors to
be produced upon or permeate from the Premises.

9. Landlord shall have the right to retain a passkey and to enter the
Premises at any time, to examine same or to make such alterations and repairs as
may be deemed necessary, or to exhibit same to prospective Tenants during normal
business hours.

10. No Tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. No Tenant shall throw anything out of doors,
windows, skylights, or down the passageways.

11. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in existing
locks or the mechanism thereof. Each Tenant must, upon the termination of his
tenancy restore to

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BLUE LAKE STANDARD LEASE

<PAGE>

the Landlord all keys of offices and toilet rooms, either furnished to, or
otherwise procured by, such Tenant. Tenant shall pay to the Landlord the cost of
any lost keys.

12. Tenant will refer all contractors, contractors' representatives and
installation technicians, rendering any service to Tenant, to Landlord for
Landlord's supervision, approval, and control before performance of any
contractual service. This provision shall apply to all work performed in the
building, including installations of telephones, telegraph equipment, electrical
devices and attachments, and installations of any nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment or any other physical
portion of the Building.

13. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which the Landlord or its agent may determine from time to time. All such
movement shall be under supervision of Landlord and in the manner agreed between
Tenant and Landlord by pre-arrangement before performance. Such pre-arrangements
initiated by Tenant will include determination by Landlord, subject to his
decision and control, of the time, method, and routing of movement and
limitations imposed by safety or other concerns which may prohibit any article,
equipment or any other item from being brought into the building. Landlord
reserves the right to prescribe the weight and position of all safes, which must
be placed upon 2-inch thick plank strips to distribute the weight. Any damage
done to the Building or to other Tenants or to other persons in bringing in or
removing safes, furniture or other bulky or heavy articles shall be paid for by
the Tenant.

14. Tenant agrees that all machines or machinery placed in the Premises
by Tenant will be erected and placed so as to prevent any vibration or annoyance
to any other Tenants in the Building of which the Premises are a part, and it is
agreed that upon written request of Landlord, Tenant will, within ten (10) days
after the mailing of such notice, provide approved settings for the absorbing,
preventing, or decreasing of noise from any or all machines or machinery placed
in the Premises.

15. Each Tenant shall, at its expense, provide artificial light for the
employees of the Landlord while doing janitor service or other cleaning, and in
making repairs or alterations in said Premises.

16. The requirements of Tenant will be attended to only upon written
application at the office of the Building. Employees of Landlord shall not
receive or carry messages for or to any Tenant or other person nor contract with
or render free or paid services to any Tenant or Tenant's agent, employees, or
invitees.

17. Canvassing, soliciting, and peddling in the Building is prohibited
and each Tenant shall cooperate to prevent the same.

18. Landlord will not be responsible for lost, stolen, or damaged
property, equipment, money, or jewelry from Tenant's area or public rooms
regardless of whether such loss occurs when area is locked against entry or not,
except due to the negligence or willful misconduct of the Landlord, its agents,
employees or contractors.

19. Landlord specifically reserves the right to refuse admittance to the
Building from 6 p.m. to 8 a.m. daily, or on Saturdays, Sundays or legal
holidays, to any person or persons who cannot furnish satisfactory
identification, or to any person or persons who, for any other reason in the
Landlord's judgment, should be denied access to the Premises. Landlord, for the
protection of the Tenant and Tenant's effects may prescribe hours and intervals
during the night and on Saturdays, Sundays and holidays, when all persons
entering and departing the Building shall be required to enter their names, the
offices to which they are going or from which they are leaving, and the time of
entrance and departure in a register provided for the purpose by the Landlord.

20. Tenant shall remit the sum of TEN and NO/100 DOLLARS ($10.00) per
key/card to Landlord as security for any and all replacement buildings access
keys/cards provided to Tenant by Landlord, if Landlord elects, in its sole
discretion to install such system.

21. Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to Landlord or Landlord's agent in charge
or not having a pass issued by Landlord or not property identified, and may
require all persons admitted to or leaving the Building outside of ordinary
business hours to register. Tenants, employees, agents and visitors shall be
permitted to enter and leave the Building whenever appropriate arrangements have
been previously made between Landlord and Tenant with respect thereto. Each
tenant shall be responsible for all persons for whom he requests such permission
and shall be liable to Landlord for all acts of such persons. Any person whose
presence in the Building at any time shall, in the judgment of Landlord, be
prejudicial to the safety, character, reputation and interests of the Building
or its tenants may be denied access to the Building or may be ejected therefrom.
In case of invasion, riot, public excitement or other commotion, Landlord may
prevent all access to the Building during the continuance of the same, by
closing the doors or otherwise, for the safety of the tenants and protection of
property in the Building. Landlord may require any person leaving the Building
with any package or other object to exhibit a pass from the Tenant from whose
leased premises the package or object is being removed, but the establishment
and enforcement of such requirements shall not impose any responsibility on the
Landlord for the protection of any Tenant

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BLUE LAKE STANDARD LEASE

<PAGE>

against the removal of property from the leased premises of Tenant. Landlord
shall in no way be liable to any Tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from Tenant's leased
premises or the Building under the provision of this rule, except due to the
negligence or willful misconduct of the Landlord, its agents, employees or
contractors.

22. Tenant shall not obtain or accept for use in its leased premises
ice, drinking water, food, beverage, towel, barbering, boot blacking, floor
polishing, lighting maintenance, cleaning or other similar services from any
persons not authorized by Landlord in writing to furnish such services.

23. There shall not be used in any space, or in the public halls of the
Building, either by Tenant or by jobbers or others, in the delivery or receipt
of merchandise, any hand trucks, except those equipped with rubber tires and
side guards.

24. Tenant shall not permit its employees, licensees and invitees to
loiter around the hallways, plazas, lobbies, stairways, elevators, front, roof
or any other part of the Building used in common by the occupants thereof nor
permit them to use the same for purposes of lunches, coffee breaks or other
similar activities.

25. Tenant shall not advertise or permit any advertising which, in
Landlord's reasonable opinion, tends to impair the reputation of the Building or
its desirability as a building for offices or for financial, insurance and other
institutions and businesses of like nature; and upon written notice from the
Landlord, Tenant shall refrain from or discontinue any such advertising.

26. Each tenant, before closing and leaving the said leased premises at
any time, shall see that all windows are closed. All tenants must observe strict
care not to leave their windows open when it rains, and for any default or
carelessness in these respects, or any of them, shall make good any injury
sustained by other tenants, and to Landlord for damage to paint, plastering, or
other parts of the Buildings, resulting from default or carelessness.

27. Landlord reserves the right to make such other and further
reasonable rules and regulations as in its judgment may from time to time be
needed for the safety, care and cleanliness of the Premises, and for the
preservation of good order therein and any such other or further rules and
regulations shall be binding upon the parties hereto with the same force and
effect as if they had been inserted herein at the time of the execution hereof.

28. Tenant covenants and agrees, at its sole cost and expense, to comply
with all present and future laws, orders and regulations of all state, federal,
municipal, and local governments, departments, commissions and boards regarding
the collection, sorting, separation, and recycling of waste products, garbage,
refuse, and trash. Tenant shall, as required, sort and separate such waste
products, garbage, refuse and trash into such categories as provided by law.
Each separately sorted category of waste products, garbage, refuse, and trash
shall be placed in separate receptacles reasonably approved by Landlord. Such
separate receptacles may, at the Landlord's option be removed from the Premises
in accordance with a collection schedule prescribed by law. Landlord reserves
the right to refuse to collect or accept from Tenant any waste products,
garbage, refuse or trash that is not separated and sorted and required by law
and to require Tenant to arrange for such collection at Tenant's sole cost and
expense, utilizing a contractor reasonably satisfactory to Landlord. Tenant
shall pay all costs, expenses, fines, penalties or damages that may be imposed
on Landlord or Tenant by reason of Tenant's failure to comply with the
provisions of this Section, and, at Tenant's sole cost and expense shall
indemnify, defend, and hold Landlord harmless (including legal fees and
expenses) from and against any actions, claims and suits arising from such
non-compliance, utilizing counsel reasonable satisfactory to Landlord.

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<PAGE>

EXHIBIT "D-1"

CORPORATE RESOLUTIONS

The undersigned Officer of CYBEAR, INC., a Florida corporation
authorized to transact business in Florida (the "Corporation") hereby certifies
that the following is a true and correct copy of the Resolutions adopted at a
duly called meeting of the Directors of the Corporation held on _________, 1998,
at which a quorum of Directors were present and voting throughout:

"BE IT RESOLVED, that this Corporation enter into a Lease with BLUE
LAKE, LTD., (the "Landlord") for space in The Blue Lake Corporate
Center, Boca Raton, Florida.

"BE IF FURTHER RESOLVED, that the President or any other officer of this
Corporation, acting singly or together, be and hereby is and are
authorized and directed to negotiate the specific terms and conditions
of the Lease and the rent and charges in connection therewith and to
execute and deliver on behalf of this Corporation such Lease and such
other documents as may be necessary or required by Landlord with respect
to the Lease.

"BE IT FURTHER RESOLVED, that the foregoing Resolutions are in
conformity with the Articles of Incorporation and the By-Laws of the
Corporation, and are within its corporate powers. The authority given
hereunder shall be deemed retroactive to the extent necessary or
convenient for the full effectuation of these Resolutions. In such
event, all acts performed prior to the adoption of these Resolutions,
but which are necessary or convenient for the full effectuation of these
Resolutions, are hereby ratified, adopted and affirmed. The authority
conferred by these Resolutions shall continue in full force and effect
until actual written notice of revocation of these Resolutions shall
have been received by the Landlord."

I FURTHER CERTIFY (i) that the above Resolutions were duly enacted by
the Board of Directors called for that purpose and held in accordance with the
Articles of Incorporation and By-Laws of the Corporation and the statutes of the
State of the incorporation of the Corporation; (ii) that the Directors of the
Corporation have full power and authority to bind the Corporation pursuant
thereto; and (iii) that the Resolutions are in full force and effect and have
not been altered, modified, rescinded or revoked in any way.

IN WITNESS WHEREOF, I have affixed my name as _______________ of the
Corporation, and have affixed the corporate seal of the Corporation this
_________ day of ________________, 1998.

CYBEAR, INC.

By:____________________________________
Print Name:____________________________
Title:_________________________________

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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "F"

CAMPUS SKETCH

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<PAGE>

EXHIBIT "G"

STAND-BY ELECTRIC GENERATOR RIDER SUBSCRIPTION AGREEMENT

BLUE LAKE CORPORATE CENTER
SUPPLEMENT TO LEASE
FOR SUBSCRIPTION TO
STANDBY POWER FACILITIES

This Supplement to Lease for Subscription to Standby Power Facilities
Program ("Supplement") is made as of _________, 199__ ("Agreement Date") between
BLUE LAKE, LTD., a Florida limited partnership, Suite 100, 5000 Blue Lake Drive,
Boca Raton, Florida 33431 ("Landlord") and ______________ ("Tenant"),
_____________________, Boca Raton, Florida.

WHEREAS, Tenant has entered into a lease with Landlord dated
_____________ ("Lease") for the premises described on EXHIBIT "A" attached
hereto and made a part hereof ("Premises").

WHEREAS, Landlord has elected to install standby electric power
generators ("Generator(s)") to provide for standby power service ("Standby
Power") to subscribing tenants of the Blue Lake Corporate Center ("Center") as
part of Landlord's Standby Power Facilities Program ("Power Program"). Tenants
of the Center may subscribe ("Subscribing Tenants") until the Generator(s)
capacity available to tenants has been fully subscribed or otherwise reserved by
Landlord.

WHEREAS, the Tenant has elected to subscribe to the Power Program, and
Landlord has agreed to such subscription, as provided in this Supplement to the
Lease for its Premises.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Landlord and the Tenant hereby agree as follows:

TERMS

1. RELATIONSHIP TO LEASE. This Supplement modifies and amends the Lease
as specifically provided herein. In all other respects the Lease is ratified,
remains in full force and effect without change, and the terms of the Lease
shall be deemed incorporated herein. Capitalized terms not defined herein shall
have the meanings set forth in the Lease. In the event of any inconsistencies
between the Lease and this Supplement, as it relates or applies to the Power
Program, the terms of this Supplement shall control.

2. TERM. The term of this Supplement shall commence on the date hereof
and continue for the balance of the Lease Term and any renewals thereof.

3. CAPACITY RESERVATION AND RESERVATION CHARGE. Tenant hereby subscribes
to the Power Program, and Landlord hereby accepts such subscription, for the
reservation of _______________ megawatts of Generator capacity ("Capacity
Reservation") for the Premises. Tenant's Capacity Reservation is expressly
conditioned on Tenant paying to Landlord on or before ______________, 199__
("Due Date"), the sum of $_____________ ("Capacity Reservation Charge"), in
federal wire transfer funds. If the Tenant fails to pay the Capacity Reservation
Charge on or before the Due Date, the Capacity Reservation shall be canceled,
and this Supplement shall automatically terminate without the requirement of
further notice or demand by Landlord, in which event Landlord may sell to,
and/or reserve for the Capacity Reservation to other Subscribing Tenant(s). To
the extent that the Generators have been placed in service prior to the
Agreement Date, the Tenant's Capacity Reservation shall not become effective and
the Tenant shall have no right to Standby Power, unless and until the Capacity
Reservation Charge is paid to Landlord, on or before the Due Date. The Capacity
Reservation Charge is neither refundable nor subject to proration or abatement.

4. SERVED SYSTEMS.

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<PAGE>

a. Tenant acknowledges that the Standby Power for Tenant's
Capacity Reservation shall be limited to serving the equipment and systems
described on EXHIBIT "B" attached hereto and made a part hereof ("Served
Systems"). Tenant acknowledges and agrees that, the Capacity Reservation
includes Standby Power for Center air conditioning services ("Center AC") to the
Premises, which represents forty (40%) percent ("Center AC Capacity") of the
Capacity Reservation (except if, and only to the extent that, Tenant has
installed, pursuant to the Lease, a separate or supplemental air conditioning
system for any portion of the Premises.) All Served Systems shall be connected
to electrical panels and/or breakers separate from the main panels and breakers
for the Premises, so as to permit the disconnection of all electrical systems
and equipment, other than Served Systems, from the Standby Power.

b. In the event that Center AC is not supplied to the Premises
because Tenant, under the Lease, has installed a separate or supplemental air
conditioning system ("Premises AC"), then Tenant's Capacity Reservation may be
applied to the Premises AC to the extent that Center AC Capacity is not used for
the Premises.

c. Tenant shall solely be responsible for the compatibility with
the Generators, of the Served Systems, including but not limited to, electrical
systems, wire, conduit, panels, transformers, switchgear, and breakers in the
Premises, and Tenant's equipment (including but not limited to trade equipment,
office equipment, and other electrically-powered equipment) to be connected to
the Standby Power, Tenant, prior to the Served Systems being connected to the
Generator, shall make, at Tenant's sole cost and expense, any and all
modifications and enhancements to the Served Systems necessary for such to be
compatible with the Generators. Landlord shall have no liability or
responsibility for damage or injury to Served Systems or any of Tenant's
Equipment or personnel, due to such incompatibility, or for any resulting
business interruption (and any direct, indirect, consequential, or special
damages related thereto), such being expressly waived by Tenant.

5. GENERATOR OPERATION.

a. SERVICE COMMENCEMENT DATE. The Landlord shall place the
Generators in operation on or before December 31, 1998 ("Service Commencement
Date"), subject to Force Majeure (as hereinafter defined).

b. TENANT'S TEMPORARY GENERATORS. If Landlord has, under separate
agreement, permitted Tenant to operate a mobile, temporary backup generator for
its Premises, Tenant shall, within ten (10) days after the Generators have been
placed in operation, disconnect such mobile, temporary backup generator and
remove such from Landlord's property, and shall restore the Landlord's property
to the condition existing prior to the installation of such mobile temporary
backup generators. Tenant indemnifies Landlord from and against any and all
claims, demands, responsibility, liability, damages, fines, penalties, costs and
expenses; including but not limited to reasonable attorney's fees and costs,
arising from or related to Tenant's installation, use, operation or removal of
the Tenant's mobile, temporary backup generators, including but not limited to
any violations of environmental law or the contamination of Landlord's property
with hazardous or toxic materials or with petroleum products.

c. EMERGENCY SERVICE USE. The Generators are only intended for
limited emergency backup use and are not designed for, nor does the Generators'
fuel storage tank have sufficient capacity for, more than temporary, limited use
of the Generators.

d. STARTUP DELAY. In the event of a power failure ("Outage"), the
Generators are designed to start up over [A PERIOD OF ONE TO THIRTY MINUTES].
The Tenant acknowledges and agrees that the Landlord shall not be liable or
responsible for any resulting direct, indirect, consequential, or special
damages that may occur due to an interruption of Tenant's business or business
operations, or to Tenant's Equipment, or to Served Systems or any of the
Premises due to any delay in the startup of the Generators. Tenant shall be
responsible to provide for its own backup uniform power supply ("UPS") to its
Premises and the Served Systems to address any startup delay of the Generators.

e. EMERGENCY REPRESENTATIVE: Tenant designates __________________
and ___________________ as its "Emergency Representative(s)" for contact by
Landlord in the event of an Outage. The Emergency Representative(s) shall have
full authority to act on behalf of Tenant in the

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BLUE LAKE STANDARD LEASE

<PAGE>

event of an Outage or other emergency and shall be required to be available to
Landlord in the event of an emergency or an Outage. Tenant shall provide to
Landlord in writing after- hours contact information for its Emergency
Representatives, including but not limited to home addresses and telephone
numbers, cellular telephone numbers and pager numbers. Notices to Tenant under
this Supplement shall be deemed made to Tenant if delivered or made to the
Emergency Representative. Tenant shall notify the Landlord in writing of any
changes in the after-hours contact information of the Emergency Representative.
Tenant shall provide written notice to Landlord of any changes in its Emergency
Representative(s) or in the appointment of temporary Emergency Representative(s)
in the absence of those otherwise identified by the Tenant pursuant hereto,
together with their contact information as provided above. The Emergency
Representative(s) shall participate in emergency drills and, in the event of an
emergency or an Outage, shall be available to meet with Landlord and the
emergency representatives of other tenants to address emergency procedures
implemented by Landlord as a result thereof.

e. GENERATOR OPERATION DURING EXTENDED OUTAGE. For the purposes
hereof, any Outage lasting more than one hour shall be referred to as an
"Extended Outage". Tenant acknowledges and agrees that, at the contemplated
total capacity of the Generators, the Generators' fuel storage capacity for the
Blue Lake Corporate Center is not sufficient for continuous or extended use of
the Generators at the capacity of the Power Program (as may be increased as
Generator capacity is increased from time to time) for all potential Subscribing
Tenants. In the event of an Extended Outage or a series of Outages, Landlord
shall have the right, but not the obligation, to regulate, reduce, and limit the
availability of Standby Power to Subscribing Tenants, including but not limited
to Tenant in Landlord's sole and absolute discretion, to essential needs in
order to meet the Federal Emergency Management Agency's ("FEMA") [seven (7)] day
generator recommendations, the safety of tenants of the Center, the availability
of fuel, or the operating conditions and requirements of the Generators.

In order to manage the Power Program in the best interests of the
Center, the Landlord has established the following rules, procedures and
protocols for responding to an Extended Outage:

(1) DEFINITIONS:

LEVEL ONE OUTAGE: An Extended Outage lasting more than one hour,
but anticipated by Landlord, in Landlord's sole judgement and
discretion, to last less than three (3) hours.

LEVEL TWO OUTAGE: An Extended Outage lasting or anticipated by
Landlord, in Landlord's sole judgement and discretion, to last
more than, three (3) hours, but less than 24 hours.

LEVEL THREE OUTAGE: An Extended Outage lasting or anticipated by
Landlord, in Landlord's sole judgement and discretion, to last
more than 24 hours.

(2) EXTENDED OUTAGE PROTOCOLS:

In the event of an Extended Outage, the Landlord has established
the following emergency protocols ("Protocols") for each level of
Extended Outage. Tenant shall comply with the Protocols as
invoked by Landlord from time to time.

LEVEL ONE OUTAGE: Tenant's Served Systems may operate as
anticipated under this Supplement. The Landlord shall notify the
Tenant of the occurrence of a Level One Outage.

LEVEL TWO OUTAGE: Tenant's Served Systems may operate as
anticipated under this Supplement. Tenant shall turn off or
disconnect all non-Served Systems within one (1) hour from
Landlord's notice of Level Two Outage. Tenant's personnel not
required in the operation of the Served Systems may be required
by the Landlord to immediately leave the Premises and the Center,
and Tenant shall comply with Landlord's emergency procedures and
rules promulgated from time to time in accordance with the Lease.
The Landlord may, in Landlord's sole discretion, (i) reduce or
eliminate Center AC, (ii) reduce or eliminate non-emergency
Common Area systems and services (including but not limited to
operation of the Food Court, conference centers, and other
services provided by the

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BLUE LAKE STANDARD LEASE

<PAGE>

Landlord to the Center), and (iii) require that Tenant turn off
or disconnect non-essential Served Systems, which shall be
accomplished within one (1) to three (3) hours from Landlord's
request to Tenant. The Landlord shall regularly update the
Tenant's Emergency Representative on the changes in status and
anticipated duration of the Level Two Outage.

LEVEL THREE OUTAGE: Only essential Served Systems may operate as
anticipated under this Supplement. Tenant shall turn off or
disconnect all non-essential Served Systems and non-Served
Systems within one (1) hour from Landlord's notice of a Level
Three Outage. Tenant's personnel not required in the operation of
the Served Systems shall immediately leave the Premises and the
Center, and Tenant shall comply with Landlord's emergency
procedures and rules promulgated from time to time in accordance
with the Lease. The Landlord may, in Landlord's sole discretion,
(i) reduce or eliminate Center AC, (ii) reduce or eliminate
non-emergency Common Area systems and services (including but not
limited to operation of the Food Court, conference centers, and
other services provided by the Landlord to the Center), and (iii)
require that Tenant turn off, reduce, or disconnect all Served
Systems as the availability of necessary fuel supply may require.
During a Level Three Outage, the Landlord shall regularly report
to Tenant as to the status of the Extended Outage, anticipated
actions by Landlord, and the availability of fuel supplies, and
shall use all reasonable efforts to notify Tenant of an impending
shut down of Standby Power at least sixty (60) minutes prior to
such shut down.

The Tenant acknowledges and agrees that, upon Landlord's request, the
Tenant will immediately disconnect all non-essential Served Systems from the
Standby Power. Further, Tenant acknowledges and agrees that, in the event of a
Level Three Outage, fuel may become exhausted and additional fuel unavailable,
and, therefore, the Generators will be shut down and Standby Power discontinued
to the Premises, Served Systems and all Tenant Equipment. Tenant agrees to
cooperate with Landlord in maximizing the fuel supplies and in obtaining
deliveries of additional fuel supplies.

Tenant hereby waives, releases and holds harmless the Landlord, its
partners, affiliates, subsidiaries, officers, employees, and agents from all
claims, demands, damages, liability, costs and expenses with respect to the
Landlord's regulation, reduction, limitation, and discontinuation of the Standby
Power, Landlord's decisions, acts and omissions relating thereto, or the
inability to deliver the Standby Power hereunder.

f. GENERATOR MAINTENANCE PROGRAM. Landlord intends to enter into
a service agreement for the maintenance of the Generators with a generator
maintenance company selected by Landlord in its sole and absolute discretion.
The service agreement shall provide for maintenance of the Generators in
accordance with the National Fire Protection Agency Level 2 standards for
emergency generators. Copies of the maintenance and repair records for the
Generators shall be kept at the offices of Blue Lake Management, Inc.
("Management") for inspection by the Tenant upon reasonable written notice
during business normal hours.

6. EXCESS DEMAND LOAD. Tenant acknowledges and agrees that the Landlord
is providing Standby Power to other Subscribing Tenants and that Tenant may not
exceed its Capacity Reservation during any Outage. If the Tenant exceeds its
Capacity Reservation during an Outage ("Excess Demand"), Landlord may, in
Landlord's sole and absolute discretion: (i) require that Tenant immediately
disconnect non-essential Served Equipment and reduce the actual load to the
Capacity Reservation, (ii) if Tenant fails to do so immediately, Landlord may
reduce Standby Power to the Premises so that the actual load is at the Capacity
Reservation, or (iii) if there is sufficient Generator capacity for other
Subscribing Tenants, as Landlord shall determine in its sole and absolute
discretion, charge the Tenant an additional fee for the Excess Demand equal to
200% of the then current Capacity Reservation Fee prorated for the actual load
in excess of the Capacity Reservation ("Excess Demand Fee"). All of the
foregoing are in addition to Landlord's other rights and remedies under this
Supplement and at law or in equity, and, further, are in addition to Protocols
implemented by Landlord in the event of an Extended Outage. Such Excess Demand
Fee shall be billed by Landlord and paid by Tenant as Additional Rent under the
Lease.

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BLUE LAKE STANDARD LEASE

<PAGE>

7. USE CHARGES.

a. The Tenant shall pay for fuel consumed by the Generators
during an Extended Outage in proportion of its Capacity Reservation to the total
of all Capacity Reservations of Subscribing Tenants. The cost of fuel for
non-Extended Outages shall be charged as an Operating Expense under the Lease.

b. All other costs of maintaining, repairing, testing and
servicing the Generators shall be treated, budgeted and invoiced as Operating
Expenses under the Lease; however, such costs shall not be limited by any
provisions of the Lease limiting Operating Expenses or Overhead Rent.

8. COVENANTS OF TENANT. The Tenant covenants that:

a. The Tenant shall not cause or voluntarily permit any
modification or alteration to any of the Served Systems or the Premises which
would have the effect of increasing the level of electrical demand for the
Premises or which would adversely affect the Generators or Landlord's ability to
provide the Standby Power.

b. The Tenant shall maintain, repair and replace the Served
Systems as necessary and appropriate in accordance with prudent and sound
engineering practices so that the Served Systems is in proper condition to
receive, distribute, and or utilize the Standby Power without damage to Served
Systems or the Generators.

9. DEFAULT BY TENANT; TERMINATION BY LANDLORD. Landlord may terminate
this Supplement, discontinue the delivery of Standby Power to Tenant, and remove
the any and all equipment connecting the Premises to the Generators, upon the
occurrence of any one of the following events:

a. Failure of Tenant to pay any charges, including but not
limited to the Capacity Reservation Charge, due hereunder, as and when due.

b. Default by Tenant under the Lease, which is not cured within
any applicable cure periods (so ling as the Lease is also terminated).

c. Tenant's actual electric load connected to the Generators
increases in excess of the Capacity Reservation and Tenant fails to immediately
disconnect such of Tenant's Equipment so as to reduce the actual load below the
Capacity Reservation or enter into an agreement with Landlord in Landlord's sole
and absolute discretion and providing for an increase in Tenant's Capacity
Reservation, subject to availability and price.

10. NO WAIVER. The failure of a party to enforce any term of this
Supplement or a party's waiver of the nonperformance of a term by the other
party shall not be construed as a general waiver or amendment of that term, but
the term shall remain in effect and enforceable in the future. This Supplement
can only be amended by written agreement of the Parties.

11. INTERRUPTION OF BACKUP SERVICE. Landlord shall have the right to
temporarily interrupt the delivery of Standby Power to the Premises for purposes
of inspection, maintenance, repair, replacement, construction, installation,
removal or alteration of the Generators and related equipment or to prevent and
emergency situation from arising. Landlord shall give twenty-four (24) hours
notice to Tenant of any planned interruption of more than seven (7) days in
delivery of Standby Power reasonably in advance of such planned interruption.

12. PERMITTED ASSIGNMENT.

a. This Supplement, and the Capacity Reservation, shall not be
transferred, assigned, subcontracted, or sold by Tenant, in whole or part, other
than in connection with a permitted Transfer of Lease to a permitted Transferee,
so long as the permitted Transferee does not require or present a Demand Load
greater than that of the Tenant.

PAGE 53
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BLUE LAKE STANDARD LEASE

<PAGE>

b. The Landlord may assign its obligations, rights and duties
under this Supplement, separate and apart from the Lease, without the consent of
the Tenant. In such event, the Lease shall continue in full force and effect
without change, abatement or offset, and Landlord shall be automatically
relieved of all liability and obligations under this Supplement so long as such
are expressly assumed in writing by the assignee.

13. FORCE MAJEURE. The obligations of Landlord and Tenant hereunder, and
Landlord's ability to install, maintain, and operate the Generators and to
provide the Standby Power pursuant hereto are subject to the occurrence of
events or circumstances that are beyond the reasonable control of Landlord
and/or Tenant, as applicable, or their respective agents, employees or
contractors, including, without limitation, strikes, lockouts or picketing
(legal or illegal); governmental action and condemnation; riot, civil commotion,
insurrection, and war; fire or other casualty, accident, acts of God or the
enemy; adverse weather conditions; unavailability of fuel, power, supplies or
materials; the passage or reasonably
unexpected interpretation or application of any statute, law, regulation or
moratorium of any governmental restriction or order; or delays in issuance of
permits or approvals.

IN WITNESS WHEREOF, the parties hereto have executed this Supplement as
of the day and year first above written.
LANDLORD:

BLUE LAKE, LTD., a Florida limited partnership

By: BLUE LAKE, INC., a Florida corporation,
general partner.

By:__________________________________
Michael Masanoff
Executive Vice President
Date:_______________

TENANT:

By:__________________________________
Name:________________________________
Its:_________________________________
Date:__________________________

PAGE 54
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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "H"

SIGNAGE CRITERIA

PAGE 55
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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "I"

RENT COMMENCEMENT/EXPIRATION CERTIFICATE

PAGE 56
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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "J"

SUBORDINATION NON-DISTURBANCE AGREEMENTS

PAGE 57
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BLUE LAKE STANDARD LEASE

<PAGE>

EXHIBIT "K"

LEASE GUARANTY

PAGE 58
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BLUE LAKE STANDARD LEASE

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form
SB-2, Post-Effective Amendment No. 4, 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

New York, New York
October 19, 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
October 19, 1998.

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> MAR-17-1997 JAN-01-1998
<PERIOD-END> DEC-31-1997 JUN-30-1998
<CASH> 152,426 153,765
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 152,426 173,765
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 152,426 173,765
<CURRENT-LIABILITIES> 407 31,816
<BONDS> 0 0
0 0
0 0
<COMMON> 45 141,949<F1>
<OTHER-SE> 151,974 0
<TOTAL-LIABILITY-AND-EQUITY> 152,426 173,765
<SALES> 0 305<F2>
<TOTAL-REVENUES> 1,362 305<F2>
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 59,393 8,996
<LOSS-PROVISION> 0 (8,284)
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (58,031) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (58,031) 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (58,031) (8,284)
<EPS-PRIMARY> (2.05) (0.18)
<EPS-DILUTED> (2.05) (0.18)
<FN>
<F1> Includes restricted cash
<F2> Interest Income
</FN>

</TABLE>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> 11-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> FEB-05-1997 JAN-01-1998
<PERIOD-END> DEC-31-1997 JUN-30-1998
<CASH> 1,000 4,678
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 31,707 30,943
<PP&E> 240,535 375,996
<DEPRECIATION> (51,470) (98,551)
<TOTAL-ASSETS> 395,456 493,735
<CURRENT-LIABILITIES> 1,410,119 2,910,946
<BONDS> 0 0
0 0
0 0
<COMMON> 13,000 13,000
<OTHER-SE> (1,027,663) (2,430,211)
<TOTAL-LIABILITY-AND-EQUITY> 395,456 493,735
<SALES> 0 0
<TOTAL-REVENUES> 95,927 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,626,276 1,331,058
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 28,220 79,648
<INCOME-PRETAX> (1,558,569) (1,410,706)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,558,569) (1,410,706)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,558,569) (1,410,706)
<EPS-PRIMARY> (0.12) (0.11)
<EPS-DILUTED> (0.12) (0.11)

</TABLE>