Cybearclub LC Joint Venture

The following reflects the terms and conditions of the Joint Venture entered
into as of August 25, 1999 by and between Anda, Inc. and Cybear, Inc.


STRUCTURE

         Joint Venture - Cybearclub LC a Florida limited liability company

BUSINESS

         E-Commerce to/with physicians with respect to products including but
         not limited to Vaccines, Oral Dosage Pharmaceuticals, Injectibles and
         Medical/Surgical Supplies.


INCOME TAXES

         The Joint Venture is a limited liability company that has elected to be
         taxed as a partnership and will file as such.

OWNERSHIP, CAPITAL CONTRIBUTIONS, DISTRIBUTIONS AND PROFIT AND LOSS ALLOCATIONS

         Anda                                          Cybear
         ----                                          ------

         45%                                           55%

MANAGEMENT COMMITTEE

         Anda                                          Cybear
         ----                                          ------

         2                                             3

INITITAL CONTRIBUTIONS TO FORM JOINT VENTURE

         Anda                                          Cybear
         ----                                          ------

         Anda contributed the following:               Cybear contributed
                                                       the following:

         o  List of existing physicians ordering       o  dr.cybear.com website
            through telemarketing (the "List").

EMPLOYEES

         None initially. Services are provided pursuant to contracts with both
Cybear and Anda.

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CONTRACTED SERVICES

<TABLE>
<CAPTION>
         Anda                                                           Cybear
         ----                                                           ------

         <S>  <C>                                                       <C>  <C>
         o    Fulfillment Services*, including:                         o    Establish Business Terms:
                (a) Purchasing                                                 (a) Pricing
                (b) Warehousing                                                (b) Payment
                                                                               (c) Product Determination Decisions
         o    Invoicing and posting of cash receipts                    o    Invoicing decisions
                                                                        o    Credit and collection decisions
               * The cost and extent of Fulfillment Services            o    Physical Loss Inventory Risk
               performed by Anda have been determined by                o    Credit Risk
               arms-length negotiations between the parties.            o    Delivery Risk
                                                                        o    Accounting/Bookkeeping
                                                                        o    Internet Sales
                                                                        o    Internet services including:
                                                                               (a) design
                                                                               (b) development
                                                                               (c) product and NOC maintenance
                                                                               (d) graphic design
                                                                               (e) implementation
                                                                               (f) technical support
                                                                               (g) installation
                                                                               (h) consultation
                                                                               (i) training material
                                                                               (j) tools
</TABLE>

RELATED AGREEMENT

         In consideration for entering into this Joint Venture, Cybear will
         grant Anda certain advertising rights on current and future Cybear
         sites and a right of first refusal for competitive advertising by other
         pharmaceutical companies on the current and future sites, including but
         not limited to, the dr.cybear website. It is contemplated that Anda
         shall later transfer its physician telemarketers (sometime referred to
         as the "Qualamed Business") to Cybear, who will then be contracted for
         use by the Joint Venture. If the parties choose to implement this
         arrangement, they and the Joint Venture shall enter into such further
         agreements as may be appropriate to reflect those understandings.

                                                                          Page 2

<PAGE>


   FINANCIAL RESULTS

         The Joint Venture records all product sales as a principal.


Anda, Inc.                                                    Cybear, Inc.



By: ____________________________            By: __________________________

                                                                          Page 3

<PAGE>

                   FIRST SUPPLEMENT TO JOINT VENTURE AGREEMENT

         THIS FIRST SUPPLMENT TO JOINT VENTURE AGREEMENT (the "Supplement")
dated as of the 9th day of October, 2000 between Cybear, Inc. ("Cybear") and
Anda, Inc. ("Anda"), each of which is a subsidiary of Andrx Corporation.

         WHEREAS, on August 25, 1999 Cybear and Anda formed Cybearclub LC, a
Florida limited liability company ("Cybearclub") in order to market and
distribute certain products ("Products") to physicians and their offices
("Customers") through the Internet;

         WHEREAS, on or about August 15, 2000, Cybear and Anda entered into a
Joint Venture Agreement (the "JV Agreement"), confirming their prior oral
agreements concerning the structure and operation of Cybearclub, to wit: (1)
Cybearclub would be the parties' vehicle to jointly market and distribute
products to physicians and their offices through the Internet, (2) Cybearclub
would use Cybear's website and Internet services, and (3) Cybearclub would use
Anda's warehousing, fulfillment and certain other services;

         WHEREAS, recognizing that Customer purchases made over the Internet
would provide future cost savings and operational efficiencies, and that they
did not wish to compete with each other for Customer purchases, Cybear and Anda
agreed that Cybearclub should aggressively encourage Customers to begin making
Product purchases over the Internet;

         WHEREAS, Cybear believed that if Cybearclub offered lower pricing than
Anda, Customers would begin making Product purchases over the Internet and
thereby "transition" into Internet users and Product purchasers over a
reasonable period of time;

         WHEREAS, consistent with this belief, Cybear authorized Anda
telemarketers to assist the Customer in placing an order over the Internet and,
for a limited time, to receive Product purchase orders over the telephone and to
cause such order to be input onto the Cybear website, and the parties agreed
that during this transitional period, which would be periodically reviewed and
agreed upon, these sales would be Cybearclub's sales;

         WHEREAS, after reviewing the operational results for the quarter ended
September 30, 2000, Cybear determined that an insufficient number of Customers
were actually "transitioning" into Internet users, and advised Anda of that
determination; and

         WHEREAS, as a result of this determination and its consequences, the
parties have determined to modify their understandings concerning the operation
of the joint venture.

         NOW THEREFORE, the parties agree as follows:

1.       Incorporation of Introductory Paragraphs. The recitals set forth above
         are true and correct and are incorporated herein by reference.


2.       Defined Terms. Capitalized terms used in this Supplement, unless
         otherwise defined herein, will have the meanings given such terms in
         the JV Agreement.

<PAGE>

3.       Supplement. Commencing October 9, 2000, Customer sales generated
         through Anda telemarketing efforts (previously transition sales) shall
         be deemed Anda sales, rather than Cybearclub sales.

4.       Status of Joint Venture Agreement. The JV Agreement, as supplemented
         hereby, will remain in full force and effect, and except to the extent
         expressly set forth in this Supplement, will not be deemed waived,
         modified, superseded or otherwise affected in any respect.

5.       General.

         a)       Notice. Unless otherwise agreed to by the parties, all notices
                  required under the JV Agreement 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 33431
                      Attn: Chief Operating Officer

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

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

         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 Supplement and
                  will procure all licenses and pay all fees and other charges
                  required thereby.

         d)       Assignment. Neither party may sell, transfer, assign, or
                  subcontract any right or obligation set forth in the JV
                  Agreement as supplemented hereby 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, or
                  assign the JV Agreement as supplemented hereby, except as
                  expressly provided herein or therein, without the prior
                  written consent of the other party.

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


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<PAGE>

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

         g)       Severability. If any provision of the JV Agreement or this
                  Supplement hereby, is held by a court of competent
                  jurisdiction to be contrary to law, the remaining provisions
                  of the JV Agreement or this Supplement 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.

         h)       Entire Agreement. The provisions of the JV Agreement and this
                  Supplement hereby from time to time, constitute the entire
                  agreement between the parties and supersede all prior
                  agreements, oral or written.

         i)       Control. If there are any inconsistencies between the terms
                  and provisions of the JV Agreement and this Supplement, this
                  Supplement shall control.

6.       Counterparts. This Supplement may be executed in several counterparts,
         all of which together shall constitute one agreement binding on all
         parties hereto, notwithstanding that all the parties have not signed
         the same counterpart.

7.       Signatures. The parties have caused this Supplement to be executed by
         their duly authorized representatives.


Anda, Inc.                                 Cybear, Inc.

Signature                                  Signature
         -------------------------------            ----------------------------

Name              Scott Lodin              Name        Timothy E. Nolan
    ------------------------------------       ---------------------------------

Title  Vice President & General Counsel    Title       President & COO
     -----------------------------------        --------------------------------


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