FULFILLMENT AND TELEMARKETING SERVICE AGREEMENT

         This Fulfillment and Telemarketing Services Agreement (the
"Agreement"), made as of January 1, 2000 (the "Effective Date") by and between
Anda, Inc., a Florida corporation having an office at 2915 Weston Road, Weston,
Florida 33331 ("Anda") and Cybearclub LC, a Florida limited liability company
having an office at 5000 Blue Lake Drive, Boca Raton, Florida 33134
("Cybearclub").

                                   WITNESSETH

         WHEREAS, Anda and Cybear, Inc., a Delaware corporation ("Cybear"),
created Cybearclub on August 25, 1999 for the purposes of selling certain
healthcare products, including but not limited to, vaccines, oral dosage
pharmaceuticals, injectibles and medical and surgical supplies (the "Products")
to the physician community;

         WHEREAS, the Products are currently being sold to the physician
community both through telemarketing efforts by Anda representatives (the
"Telemarketing Services") and the internet through Cybear's dr.cybear.com
website;

         WHEREAS, in connection with these sales efforts, Anda representatives
provide certain fulfillment services to Cybearclub, including but not limited
to, (a) purchasing and warehousing appropriate levels of certain items of
inventory, (b) picking, packing and shipping the Products to the physician
community and (c) invoicing and posting of the cash receipts for the Products
(the "Fulfillment Services") (the Telemarketing Services and the Fulfillment
Services shall sometimes together be referred to as the "Services"); and

         WHEREAS, Anda and Cybearclub have agreed that Cybearclub should pay
Anda a fee for the Services it provides to Cybearclub.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and other good and valuable consideration hereinafter contained, the
parties agrees as follows:

1.       Incorporation of Introductory Paragraphs. The WHEREAS clauses are true
         and correct and are incorporated into this Agreement.

2.       Anda Services. Anda representatives shall provide Services to
         Cybearclub. Notwithstanding the foregoing, this shall confirm that (a)
         Anda may wish to sell, transfer or assign the telemarketing group which
         provides the Telemarketing Services, to Cybear, who in turn will
         thereafter provide such services to Cybearclub, and (b) Anda shall have
         sole discretion as to whether it will provide Fulfillment Services for
         any product which it does not presently stock for sale to its pharmacy
         customer base.

3.       Payment to Anda. In exchange for the Services, Cybearclub shall
         initially pay Anda an amount equal to six (6%) percent of the
         Cybearclub Gross Sales for the Services. This amount shall be
         calculated and paid monthly, in arrears, and shall be payable by the
         20th day of the following month, commencing February 1, 2000. For
         purposes of this Agreement, "Gross Sales" shall mean the actual amount
         invoiced by Cybearclub to its customers for the Products, before any
         sales, discounts and/or other allowances including,

<PAGE>

         but not limited to, returns, rebates, promotions, shelf stock
         adjustments, charge backs, and terms given to such customers in the
         normal course of business by Cybearclub. Cybearclub acknowledges that,
         when the Gross Sales are small, the six (6%) percent of Gross Sales
         amount initially payable to Anda under this Agreement is less than the
         Fair Market Value, as hereinafter defined, for the Services actually
         provided by Anda. Accordingly, once Gross Sales reach a level of at
         least $5,000,000 for two (2) consecutive calendar quarters (the
         "Target"), this percentage of Gross Sales charged by Anda for Services
         shall thereafter be increased to the Fair Market Value for the Services
         actually provided by Anda plus two (2%) percent and shall be paid by
         Cybearclub to Anda monthly in arrears payable by the 20th day of the
         following month for the remainder of the calendar year. For purposes of
         this Agreement, "Fair Market Value" shall mean the price at which a
         willing seller of the Services would sell and a willing purchaser would
         purchase the Services having full knowledge of the facts, in an arm's
         length transaction without time constraints, and without being under
         any compulsion to purchase or sell such Services. The parties agree
         that the determination of the Fair Market shall be set initially upon
         achievement of the Target and shall be re-set on the first of January
         for each year after the Target is achieved. Once the Target is
         achieved, if Gross Sales fall below the Target for two consecutive
         calendar quarters, then for the immediately succeeding calendar quarter
         until the Target is again achieved, Cybear shall pay Anda six (6%)
         percent of Gross Sales for Services.

4.       Term. The term of this Agreement shall commence on the Effective Date
         and shall continue for three years, unless earlier terminated as
         provided below.

         (a)      This Agreement may be terminated by mutual written agreement
                  of the parties, on the date they designate in such writing;

         (b)      This Agreement may be terminated by either party if the other
                  commits any material breach of any term of this Agreement and
                  which (in the case of a breach capable of being remedied)
                  shall not have been remedied within thirty (30) days of a
                  written request to remedy the same;

         (c)      This Agreement may be terminated, without cause, by either
                  party one hundred twenty (120) days after notice of same is
                  delivered to the other party.

5.       Representations, Warranties and Covenants

         (a)      Each party hereto represents and warrants that it is duly
                  incorporated and organized, validly existing and in good
                  standing under the laws of its jurisdiction and that the
                  execution and delivery of this Agreement and the performance
                  of the transactions contemplated hereby have been duly
                  authorized by all necessary corporate actions and proceedings.
                  This Agreement is valid and legally binding upon the parties
                  and is enforceable against each party in accordance with its
                  terms, except to the extent that such enforceability may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  and other similar laws relating to or affecting creditors
                  rights generally.

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         (b)      Each party hereto represents and warrants that it has the full
                  legal right, power, and authority to execute and deliver this
                  Agreement and perform fully its obligations hereunder and that
                  the execution, delivery, and performance of this Agreement by
                  such party do not and will not conflict with any note, bond,
                  mortgage or indenture, contract, agreement, lease, sublease,
                  license, permit, franchise, or other instrument or arrangement
                  to which such party is a party.

         (c)      There are no suits, actions, claims, investigations,
                  administrative proceedings, criminal, civil or quasi-civil
                  proceedings, pending or threatened by or against either party
                  which could have a potential adverse effect on the
                  enforceability or validity of this Agreement.

         (d)      No representation or warranty made by either party in this
                  Agreement is false or inaccurate in any material respect and
                  no statement of fact made by either party contains any untrue
                  statement of fact or omits to state any facts of which such
                  party is aware that is necessary in order to make the
                  statement not misleading in any material respect.

6.       Confidentiality

         (a)      For the purposes of this Agreement, "Confidential Information"
                  means any information, whether written or oral, owned by or
                  pertaining to the party that discloses such information which,
                  if written, is marked "Confidential," and if provided orally
                  is indicated as confidential with a writing received no later
                  than thirty (30) days from the date the information is
                  disclosed (the "Disclosure"), provided, however, that
                  Confidential Information shall not include information: (i)
                  that is or becomes public other than as a result of acts by
                  the party receiving such information or any of its directors,
                  officer, employees, or representatives (the "Recipient"); (ii)
                  is, at the time of disclosure, already in the possession of or
                  known to the Recipient, other than if such possession was
                  gained from a third party under an obligation of
                  confidentiality; or (iii) is independently developed by the
                  Recipient without any direct or indirect use of any
                  Confidential Information provided by Disclosure.

         (b)      The parties shall not copy, reproduce, sell, assign, license,
                  market, transfer, give, or otherwise disclose Confidential
                  Information of the other to third parties, other than to such
                  party's director, officers, employees, agents, and
                  representatives who need to know such information for the
                  purposes set forth in this Agreement ("Permitted Agents"), or
                  use Confidential Information for any purposes not specifically
                  permitted hereunder, without the express, prior written
                  consent of the disclosing party. Without limiting the
                  generality of the foregoing, each party shall advise its
                  Permitted Agents of the confidentiality and non-disclosure
                  provisions contained herein, and each party, shall be
                  responsible for any and all breaches thereof by any and all
                  Permitted Agent(s).

         (c)      Neither party shall disclose, without the other party's prior
                  written consent hereof, the terms or conditions of, or other
                  substantive facts with respect to, this

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<PAGE>

                  Agreement ("Other Protected Information") to any person other
                  than its directors, officers, employees, agents, and
                  representatives who need to know such terms, conditions, or
                  facts, to all of whom such party shall advise of the
                  confidentiality and non-disclosure provisions contained
                  herein, and such party shall be responsible for any and all
                  breaches thereof.

         (d)      In the event that either party is required by law or by
                  interrogatories, requests for information or documents,
                  subpoena, civil investigative demand or similar process to
                  disclose any Confidential Information of the other party, the
                  party so required to disclose will provide the other party to
                  this Agreement with prompt, prior written notice of such
                  request or requirement so that it may seek an appropriate
                  protective order and/or waive compliance with the provisions
                  of the Agreement.

         (e)      Each party acknowledges that the other will be irreparably
                  harmed if the other party's obligations under this Section 6
                  are not specifically enforced, and that the non-breaching
                  party would not have an adequate remedy at law in the event of
                  a violation by the other party of its obligations. Therefore,
                  each party agrees and consents that the non-breaching party
                  shall be entitled to an injunction or any appropriate decree
                  of specific performance for any violation or breach thereof
                  either by such party or its employees or agents.

         (f)      The parties shall be prohibited from soliciting any employees
                  of the other at any time during the Term and for a period of
                  one (1) year thereafter. If any party breaches the foregoing
                  obligation, the other party shall be entitled, in addition to
                  equitable relief and any remedies available at law, to be
                  compensated by such party in an amount equal to two hundred
                  (200%) percent of such employee's last annual salary.

7.       General

         (a)      Notice. Unless otherwise agreed to by the parties, all notices
                  required under this Agreement (except those relating to
                  product pricing, changes and upgrades) will be deemed
                  effective when received and made in writing by either (i)
                  registered mail, (ii) certified mail, return receipt
                  requested, or (iii) a national overnight courier service,
                  addressed and sent to the attention:

                  Cybear, Inc.
                  5000 Blue Lake Drive
                  Suite 200
                  Boca Raton, FL 33134
                  Attn: Chief Operating Officer

                  Anda, Inc.
                  2915 Weston Road
                  Weston, Florida 33331
                  Attn:  Scott Lodin, General Counsel

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         (b)      Construction.

                  (1)      Headings. The headings of this Agreement are provided
                           for reference only and will not be used as a guide to
                           interpretation.

                  (2)      Order of Precedence. In the event of inconsistency
                           between or among the various Agreement documents, the
                           following order of precedence will govern
                           interpretation:

                           (i)      This document and its Exhibits; and
                           (ii)     Documents incorporated by reference.

         (c)      Compliance with Laws. Each party will, at its own expense,
                  comply with any governmental law, statute, ordinance,
                  administrative order, rule or regulation relating to its
                  duties, obligations and performance under this Agreement and
                  will procure all licenses and pay all fees and other charges
                  required thereby.

         (d)      Taxes. Each party will have sole responsibility for the
                  payment of all taxes and duties imposed by all governmental
                  entities, as they pertain to its duties, obligations and
                  performance under this Agreement.

         (e)      Force Majeure. Neither party will be held liable for failure
                  to fulfill its obligations other than payment obligations
                  under this Agreement, if the failure is caused by flood,
                  extreme weather, fire, or other natural calamity, acts of
                  governmental agency, or similar causes beyond the control of
                  such party, and the term for performance will be increased to
                  a reasonable period of time.

         (f)      Assignment. Neither party may sell, transfer, assign, or
                  subcontract any right or obligation set forth in this
                  Agreement without the prior written consent of the other
                  party, which consent will not be unreasonably withheld. Any
                  act in derogation of the foregoing will be null and void.
                  Neither party may sell, transfer, assign, or subcontract this
                  Agreement, except as expressly provided herein or therein,
                  without the prior written consent of the other party.
                  Notwithstanding the foregoing, Cybear shall have the right to
                  assign this Agreement without Anda's consent to any entity
                  which acquires all or substantially all of Cybear's assets in
                  stock or in the event such party is merged or reorganized
                  pursuant to a plan of merger or reorganization.

         (g)      Dispute Resolution. (i) Any claim, controversy or dispute,
                  whether sounding in contract, statute, tort, fraud,
                  misrepresentation or other legal theory, whenever brought and
                  whether between parties to this Agreement or between one of
                  the parties to this Agreement and the employees, agents or
                  affiliated businesses of the other party, will be resolved by
                  arbitration as prescribed in this paragraph. (ii) A single
                  arbitrator engaged in the practice of law will conduct the
                  arbitration under the then current commercial arbitration
                  rules of the American Arbitration Association ("AAA"). The
                  arbitrator will be selected in accordance with AAA procedures
                  from a list of qualified people (i.e., knowledgeable in the
                  industry to which this Agreement applies) maintained by AAA.
                  The arbitration will be

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                  conducted in Boca Raton, Florida, and all expedited procedures
                  prescribed by the AAA rules will apply. (iii) The arbitrator
                  will have authority to award compensatory damages only and
                  will not have authority to award incidental, consequential,
                  exemplary or punitive damages, or non-compensatory damages
                  (including, without limitation, damages for loss of business,
                  profits or revenues, loss of goodwill, business interruption,
                  or failure to realize expected savings) or any other form of
                  relief; provided, however, either party may apply to any court
                  having jurisdiction thereof solely for the entry of injunctive
                  relief to maintain the status quo until such time as the
                  arbitration award is rendered or the controversy is otherwise
                  resolved. Each party will bear its own costs and attorney's
                  fees and the parties will share equally the fees and expenses
                  of the arbitration. The arbitrator's decision and award will
                  be final and binding, and judgment upon the award rendered by
                  the arbitrator may be entered in any court having jurisdiction
                  thereof. (iv) If any party files a judicial or administrative
                  action asserting claims subject to arbitration, as prescribed
                  herein, and another party successfully stays such action
                  and/or compels arbitration of said claims, the party filing
                  said action will pay the other party's costs and expenses
                  incurred in obtaining such stay and/or compelling arbitration,
                  including reasonable attorney's fees and court costs.

         (h)      Governing Law. The validity, construction, and performance of
                  this Agreement will be governed by the substantive law of the
                  State of Florida without regard to the conflicts of law
                  provisions thereof.

         (i)      No Other Rights. This Agreement will not be construed to grant
                  any rights by implication, estoppel, or otherwise, that are
                  not granted through its express provisions.

         (j)      Severability. If any provision of this Agreement is held by a
                  court of competent jurisdiction to be contrary to law, the
                  remaining provisions of this Agreement will remain in full
                  force and effect and will be interpreted, to the extent
                  possible, to achieve its purposes without the invalid, illegal
                  or unenforceable provision.

         (k)      Entire Agreement. The provisions of this Agreement as in
                  effect from time to time by their terms, constitute the entire
                  Agreement between the parties and supersede all prior
                  Agreements, oral or written, and all other communications
                  relating to the subject matter of this Agreement. Any terms
                  contained in invoices, acknowledgments, or other forms that
                  are inconsistent with or different from the terms of this
                  Agreement will be void and of no effect.

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                                   SIGNATURES

The parties have caused this Agreement to be executed by their duly authorized
representatives.


Anda, Inc.                                  Cybear, Inc.


Signature:                                  Signature:
          --------------------------                  --------------------------
Name:                                       Name:
     -------------------------------             -------------------------------
Title:                                      Title:
      ------------------------------              ------------------------------

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