SHARED SERVICES AGREEMENT
THIS SHARED SERVICES AGREEMENT (the "Agreement"), dated March 14, 2001 (the "Effective Date"), is
entered into by and between IVAX Corporation, a Florida corporation ("IVAX"), and IVAX DIAGNOSTICS,
INC., formerly known as B2BSTORES.COM INC., a Delaware corporation ("Company").
WHEREAS, IVAX and Company entered into a Merger Agreement dated November 21, 2000, whereby
IVAX Diagnostics, Inc. ("Diagnostics"), a Florida corporation and wholly owned subsidiary of IVAX, merged
with and into Company (the "Merger") and Company became the surviving corporation following the Merger;
WHEREAS Company desires IVAX to provide certain administrative and other services previously provided by
IVAX to Diagnostics prior to the Merger until such time as Company is able to provide such services on its own
or through another third party;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and agreements set forth in
this Agreement, the parties agree as follows:
1. Furnishing of Services. Commencing on the Effective Date and continuing through the term of this Agreement,
IVAX agrees to furnish to Company the administrative and other services identified in, and in accordance with,
Exhibit A attached hereto and made a part hereof (the "Services"), which may be amended from time to time.
2. Fees for Services.
2.1 For the Services, Company agrees to pay IVAX IVAX' actual costs plus 15%.
2.2 IVAX shall bill Company monthly for Services rendered. Such invoice shall contain a description of the
Services rendered and the charges therefor. Company shall pay such invoices within thirty (30) days of the date
of the invoice.
3. Term. Unless earlier terminated, this Agreement shall begin on the
Closing Date and end ninety days after the Closing Date, unless such term is extended by the mutual written
agreement of the parties.
4. IVAX' Duties in Connection with the Services. IVAX shall use reasonable efforts to render the Services