SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-12

IVAX DIAGNOSTICS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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IVAX DIAGNOSTICS, INC.
2140 North Miami Avenue
Miami, Florida 33127

June ___, 2002

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders
of IVAX Diagnostics, Inc., which will be held on July 12, 2002 at 11:00 a.m.
local time, at the headquarters of IVAX Corporation at 4400 Biscayne Boulevard,
Miami, Florida 33137.

At the Annual Meeting, holders of our Common Stock will: (1) consider a
proposed amendment and restatement of our Certificate of Incorporation that
would, among other things, consolidate the previous amendments to our
Certificate of Incorporation into one document and permit our Board of Directors
to amend our Bylaws without shareholder approval, (2) elect eight directors to
our Board of Directors, and (3) consider any other business that may be properly
brought before the Annual Meeting.

If approved, the amendment and restatement of our Certificate of
Incorporation will be effected by filing an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware following the
Annual Meeting.

The Notice of Annual Meeting and Proxy Statement, which are contained
in the following pages, more fully describe the actions to be considered by
shareholders at the Annual Meeting.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES "FOR" THE
AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION AND "FOR" THE
ELECTION OF EACH OF THE EIGHT NOMINEES TO THE BOARD OF DIRECTORS NAMED IN THE
FOLLOWING PAGES. IVAX CORPORATION HOLDS APPROXIMATELY 70% OF OUR OUTSTANDING
COMMON STOCK AND HAS ADVISED US THAT IT INTENDS TO VOTE ALL SHARES OF COMMON
STOCK OWNED BY IT "FOR" THE AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF
INCORPORATION AND THE ELECTION OF THE EIGHT NOMINEES TO THE BOARD OF DIRECTORS
NAMED IN THIS PROXY STATEMENT. ACCORDINGLY, APPROVAL OF EACH OF THESE PROPOSALS
IS ASSURED.

Whether or not you plan to attend the Annual Meeting, and regardless of
the size of your holdings, you are encouraged to promptly sign, date and mail
the enclosed proxy in the pre-stamped envelope provided. Your participation is
valued. The prompt return of your proxy will save additional solicitation
expense and will not affect your right to vote in person in the event that you
attend the Annual Meeting. Please vote today.

On behalf of our Board of Directors and our employees, I would like to
express our appreciation for your continued support.

Sincerely,

Phillip Frost, M.D.,
Chairman of the Board of Directors

IVAX DIAGNOSTICS, INC.
2140 North Miami Avenue
Miami, Florida 33127

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 12, 2002

Notice is hereby given that the Annual Meeting of Shareholders of IVAX
Diagnostics, Inc. (the "Company") will be held at the headquarters of IVAX
Corporation at 4400 Biscayne Boulevard, Miami, Florida 33137 on July 12, 2002
commencing at 11:00 a.m. local time, for the following purposes:

1. To consider and vote upon a proposed amendment and restatement of
the Company's Certificate of Incorporation that would, among other
things, consolidate the previous amendments to our Certificate of
Incorporation into one document and permit our Board of Directors to
amend our Bylaws without shareholder approval;

2. To elect eight directors to the Company's Board of Directors; and

3. To consider such other business as may properly be brought before
the Annual Meeting or any adjournment thereof.

The foregoing matters are more fully described in the Proxy Statement
which forms a part of this Notice.

Only shareholders of record at the close of business on June 10, 2002
are entitled to notice of and to vote at the Annual Meeting.

Sincerely yours,

Steven Rubin,
Secretary

Miami, Florida
June ___, 2002

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES; THEREFORE EVEN IF YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY AND RETURN IT IN
THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

IVAX DIAGNOSTICS, INC.
2140 North Miami Avenue
Miami, Florida 33127

___________________

PROXY STATEMENT
___________________

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of IVAX Diagnostics, Inc. (the "Company") of proxies
for use at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held at the headquarters of IVAX Corporation at 4400 Biscayne
Boulevard, Miami, Florida 33137 on July 12, 2002 at 11:00 a.m. local time and at
any and all postponements or adjournments thereof, for the purposes set forth in
the accompanying Notice of Meeting.

This Proxy Statement, Notice of Meeting and accompanying proxy card is
first being mailed to shareholders on or about June 14, 2002.

General

Each proxy solicited hereby, if properly completed and received by the
Company prior to the Annual Meeting and not revoked prior to its use, will be
voted in accordance with the instructions contained therein. To vote by proxy,
you must complete, sign and date the enclosed proxy card and return it in the
prepaid envelope. Proxies received with no instructions will be voted "FOR" the
proposal described below to amend and restate the Company's Certificate of
Incorporation and "FOR" the election of each nominee to the Company's Board of
Directors herein. Although the Board of Directors is unaware of any other matter
to be presented at the Annual Meeting upon which shareholders are entitled to
vote, if any other matters are properly brought before the Annual Meeting, the
persons named in the form of proxy will vote as proxies in accordance with their
own best judgment on those matters.

Any shareholder signing and returning a proxy on the enclosed form has
the power to revoke it at any time before it is exercised by notifying the
Secretary of the Company in writing at the address set forth above, or by
submitting a proxy bearing a later date, or by attending the Annual Meeting and
voting in person.

The Company will bear the expense of soliciting proxies and of
reimbursing brokers, banks and nominees for the out-of-pocket and clerical
expenses of transmitting copies of the proxy materials to the beneficial owners
of shares held of record by such persons. The Company does not currently intend
to solicit proxies other than by use of the mail.

Record Date; Shareholders Entitled to Vote

Only holders of record of the Company's Common Stock at the close of
business on June 10, 2002 (the "Record Date") are entitled to vote at the Annual
Meeting. If you hold your shares beneficially through a brokerage account or
through a bank or other nominee, you will not be entitled

to vote at the Annual Meeting (although you will be permitted to attend). In
order for such shareholders to vote their shares, they must follow the voting
instructions that they receive from their brokerage, bank or other nominee. On
the Record Date, there were ________ shares of Common Stock outstanding. Holders
of Common Stock are entitled to one vote per share on all matters to be
considered at the Annual Meeting. IVAX Corporation, which holds approximately
70% of the outstanding Common Stock, has advised the Company that it will vote
all of its shares in favor of the amendment and restatement of the Company's
Certificate of Incorporation and the election of the eight nominees for director
nominated by the Company's Board of Directors.

Quorum; Adjournment

The presence, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock is necessary to transact business at the
Annual Meeting. Both abstentions and "broker non-votes," as described below, are
counted as present for purposes of determining the presence of a quorum. In the
event that there are not sufficient shares represented for a quorum, the Annual
Meeting may be adjourned from time to time until a quorum is obtained.

Vote Required for Approval

To approve the proposal to amend and restate the Company's Certificate
of Incorporation, the proposal must receive the affirmative vote of at least a
majority of the outstanding Common Stock; accordingly, abstentions and "broker
non-votes," as described below, will have the same effect as a vote "AGAINST"
that proposal. To elect the eight nominees to the Company's Board of Directors,
the affirmative vote of a plurality of the outstanding shares of Common Stock is
required. There is no right to cumulative voting in the election of directors.

Voting of Proxies by Brokers

Brokers, banks and other nominees who hold shares in "street name" for
customers are precluded from exercising voting discretion with respect to the
approval of non-routine matters such as the proposal to amend the Certificate of
Incorporation (so called "broker non-votes"). Accordingly, absent specific
instructions from the beneficial owner of such shares, brokers are not empowered
to vote such shares with respect to the approval of the amendment and, as
described above, any "broker non-vote" will have the same effect as a vote
"AGAINST" that proposal.

Transaction During the 2001 Fiscal Year

On November 21, 2000, IVAX Corporation and the pre-merger IVAX
Diagnostics, Inc., then a wholly-owned subsidiary of IVAX Corporation, entered
into an Agreement and Plan of Merger with b2bstores.com Inc., pursuant to which,
on March 14, 2001, the pre-merger Diagnostics merged with and into b2bstores.com
Inc., and the name of the surviving corporation was changed from "b2bstores.com
Inc." to "IVAX Diagnostics, Inc." As a result of the merger, IVAX Corporation
acquired approximately 70% of the issued and outstanding shares of the Company's
Common Stock and the Company's business became that of the pre-merger
Diagnostics.

PROPOSALS AT THE ANNUAL MEETING

PROPOSAL FOR APPROVAL OF AMENDMENT AND RESTATEMENT OF THE COMPANY'S CERTIFICATE
OF INCORPORATION

General Description of the Amendment and Restatement

The Board of Directors is proposing to amend and restate the Company's
Certificate of Incorporation. If approved, the proposed amendment and
restatement will, among other things, consolidate the previous amendments to the
Corporation's Certificate of Incorporation into one document and permit the
Board of Directors to amend the Corporation's Bylaws without shareholder
approval.

Permitting the Board of Directors to amend the Company's Bylaws without
shareholder approval will facilitate the Company's ability to implement
corporate policies and procedures because the Company will not be required to
incur the expense of soliciting proxies or consents from all of the shareholders
holding shares of Common Stock of the Company.

If the Company's shareholders approve the proposed amendment and
restatement of the Company's Certificate of Incorporation, the Company will
effectuate the amendment and restatement by causing the Amended and Restated
Certificate of Incorporation to be filed with the Secretary of State of the
State of Delaware.

The approval of this proposal could create possible anti-takeover effects
on the Company. Although the Company has no present intention of doing so, the
approval of this proposal would permit the Board of Directors, without
shareholder approval, to implement certain corporate policies and procedures
which could have an anti-takeover effect on the Company.

The complete text of the proposed Amended and Restated Certificate of
Incorporation of the Company is attached as Appendix A to this Proxy Statement.
This summary of the amendment and restatement of the Company's Certificate of
Incorporation should be read in conjunction with, and is qualified in its
entirety by reference to, the Amended and Restated Certificate of Incorporation
attached as Appendix A to this Proxy Statement.

IVAX Corporation has informed the Company that it intends to vote all of
its Common Stock "FOR" the amendment and restatement of the Company's
Certificate of Incorporation.

Effectiveness of the Amendment and Restatement

If the proposal is approved, it is expected that Amended and Restated
Certificate of Incorporation, substantially in the form of Appendix A attached
to this Proxy Statement, will be filed with the Secretary of State of the State
of Delaware promptly after the Annual Meeting. The Amended and Restated
Certificate of Incorporation will become effective immediately upon filing

of the Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE AMENDMENT AND RESTATEMENT OF
THE COMPANY'S CERTIFICATE OF INCORPORATION.

PROPOSAL FOR ELECTION OF DIRECTORS

Nominees for Election as Director

The Company's Board of Directors consists of eight directors divided into
three classes, each of which has three year terms which expire in annual
succession. The Company's Bylaws provide that the Board of Directors shall
consist of no less than one director. A total of eight directors will be elected
at the Annual Meeting, two of whom will be elected for a term expiring in 2003,
three of whom will be elected for a term expiring in 2004 and three of whom will
be elected for a term expiring in 2005. At each annual meeting of shareholders
after the Annual Meeting, directors elected to succeed those directors whose
terms expire will be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election. IVAX Corporation
has advised us that it will vote all shares of Common Stock owned by it in favor
of all of the nominees. If any nominee is unable to serve, which the Board of
Directors has no reason to expect, IVAX Corporation has advised us that it will
vote all shares of Common Stock owned by it for the other named nominees and for
the person, if any, who is designated by the Board of Directors to replace such
nominee. Accordingly, election of the nominees nominated by the Board of
Directors is assured.

The following table sets forth the names and ages of the director nominees
and the year during which their terms of office will expire. Each director
nominee is a current director of the Company who has been nominated for re-
election at the Annual Meeting.

Name Age Term of Office
---- --- --------------

Giorgio D'Urso 67 2003

Jay Raubvogel 52 2003

Jack Borsting, Ph.D. 73 2004

Randall K. Davis 38 2004

Phillip Frost, M.D. 65 2004

Neil Flanzraich 58 2005

John Harley, M.D. 52 2005

Jane Hsiao, Ph.D. 54 2005

The following list contains certain information with respect to the
directors, including the principal occupation or employment for at least the
previous five years and his or her positions or

offices at the Company or its subsidiaries - Delta Biologicals, S.r.l., Diamedix
Corporation, and ImmunoVision, Inc.

Mr. Giorgio D'Urso, age 67, has served as President and Chief Executive
Officer of the Company and as a director of the Company since the merger and had
served in the same capacities with the pre-merger Diagnostics since 1996. He has
served as President and Chief Executive Officer of Diamedix since 1993,
President of Delta since 1980, and President of ImmunoVision since 1995. He has
over 33 years of diagnostics industry experience. Mr. D'Urso founded Delta, and
was its Managing Director from 1980 to 1998. From 1976 to 1980, Mr. D'Urso
founded and served as the General Manager of Menarini Diagnostici, Florence,
Italy, a division of Menarini S.A.S. Mr. D'Urso also founded and supervised
Menarini Diagnosticos S.A. in Spain. From 1974 to 1976, Mr. D'Urso served as the
Marketing Manager of the diagnostic division of SmithKline & French S.P.A. in
Milan, Italy. From 1969 to 1974, Mr. D'Urso served as the Marketing Manager of
Laboratori Travenol S.P.A. in Rome, Italy.

Dr. Phillip Frost, age 65, has served as Chairman of the Board of Directors
of the Company since the merger. He has served as the Chairman of the Board of
Directors and Chief Executive Officer of IVAX Corporation since 1987. He served
as President of IVAX Corporation from July 1991 until January 1995. He was the
Chairman of the Department of Dermatology at Mt. Sinai Medical Center of Greater
Miami, Miami Beach, Florida from 1972 to 1990. Dr. Frost was Chairman of the
Board of Directors of Key Pharmaceuticals, Inc. from 1972 to 1986, Vice Chairman
of the Board of Directors of North American Vaccine, Inc. (vaccine research and
development) from 1989 to 2000, and Vice Chairman of the Board of Directors of
Continucare Corporation (integrated health care) from 1996 to 2002. He is
Chairman of the Board of Directors of Whitman Education Group, Inc. (proprietary
education), a director of Northrop Grumman Corp. (aerospace), and a director of
Ladenburg Thalmann Financial Services Inc. (investment banking and brokerage
company). He is Chairman of the Board of Trustees of the University of Miami and
a member of the Board of Governors of the American Stock Exchange.

Mr. Neil Flanzraich, age 58, has served as a director of the Company since
the merger and had served as a director of the pre-merger Diagnostics since
September 1998. He has served as Vice Chairman and President of IVAX Corporation
since May 1998 and as a director of IVAX Corporation since 1997. He was a
shareholder and served as Chairman of the Life Sciences Legal Practices Group of
Heller Ehrman White & McAuliffe (law firm) from 1995 to May 1998. From 1981 to
1994, he served in various capacities at Syntex Corporation (pharmaceuticals),
most recently as its Senior Vice President, General Counsel and a member of the
Corporate Executive Committee. From 1994 to 1995, after Syntex Corporation was
acquired by Roche Holding Ltd. (pharmaceuticals), he served as Senior Vice
President and General Counsel of Syntex (U.S.A.) Inc., a Roche subsidiary. He
was Chairman of the Board of North American Vaccine, Inc. (vaccine research and
development) from 1991 to 2000. He is a director of Whitman Education Group,
Inc. (proprietary education) and Continucare Corporation (integrated health
care).

Dr. Jane Hsiao, age 54, has served as a director of the Company since the
merger. She has served as Vice Chairman-Technical Affairs of IVAX Corporation
since February 1995, as Chief Technical Officer of IVAX Corporation since July
1996, and as Chairman and Chief Executive Officer of DVM Pharmaceuticals, Inc.,
veterinary products subsidiary of IVAX Corporation, since March 1998. From 1992
until February 1995, she served as Chief Regulatory Officer of IVAX

Corporation and Assistant to the Chairman, and as Vice President-Quality
Assurance and Compliance of IVAX Research, Inc., principal proprietary
pharmaceutical subsidiary of IVAX Corporation. From 1987 to 1992, Dr. Hsiao was
Vice President-Quality Assurance, Quality Control and Regulatory Affairs of IVAX
Research, Inc.

Dr. John Harley, age 52, has served as a director of the Company since the
merger. He has held various positions at the University of Oklahoma Health
Sciences Center since 1982. In the Department of Medicine, his positions include
Chief of Rheumatology, Allergy and Immunology Section and Vice Chair for
Research, George Lynn Cross Research Professor (1999 to present). James R.
McEldowney Chair in Immunology and Professor of Medicine (1992 to present),
Associate Professor (1986 to 1992), and Assistant Professor (1982 to 1986).
Since 1996 Dr. Harley has been an Adjunct Professor in the Department of
Pathology. In the Department of Microbiology, Dr. Harley has served as Adjunct
Professor (1992 to present), Adjunct Associate Professor (1988 to 1992), and
Adjunct Assistant Professor (1983 to 1988). Since 1982 Dr. Harley has also been
associated with the Oklahoma Medical Research Foundation's Arthritis and
Immunology Program as Program Head (1999 to present), Member (1998 to present),
Associate Member (1989 to present), Affiliated Associate Member (1986 to 1989),
and Affiliated Assistant Member (1982 to 1986). Dr. Harley has also served as a
Staff Physician (1982, to 1984 to 1987 and 1992 to present), and a Clinical
Investigator (1987 to 1992), Immunology Section, Medical Service at the Veterans
Administration Medical Center, Oklahoma City, Oklahoma. In 1981 and 1982, Dr.
Harley was a Postdoctoral Fellow in Rheumatology with the Arthritis Branch of
the National Institute of Arthritis, Diabetes and Digestive and Kidney Diseases,
National Institute of Health, Bethesda, Maryland. He was also a Clinical
Associate at the Laboratory of Immunoregulation, National Institute of Allergy
and Infectious Diseases, National Institutes of Health, Bethesda, Maryland from
1979 to 1982.

Dr. Jack Borsting, age 73, has served as a director of the Company since
the merger. From 1994 to the present, he has served as the E. Morgan Stanley
Professor of Business Administration at the University of Southern California.
From 1995 to 2002, Dr. Borsting was the Executive Director of the Center for
Telecommunications Management at the University of Southern California. From
1988 to 1994, he was Dean and Professor of Business Administration at the
University of Southern California, Los Angeles. From 1983 to 1988, he was Dean
of the University of Miami School of Business Administration. Dr. Borsting is a
director of Whitman Education Group, Inc. (proprietary education). Dr. Borsting
is a trustee of the Institute for Defense Analysis, the Rose Hill Foundation and
the Los Angeles Orthopedic Hospital Foundation and MetLife Investors.

Randall K. Davis, age 38, has served as a director of the Company since the
merger and had served as a director of b2bstores prior to the merger since May
2000. Mr. Davis is the Chairman of the Board, Chief Executive Officer and
President of Titanium Holdings Group, Inc. (formerly known as Enviro-Clean of
America, Inc.) (manufacturer and distributor of janitorial supplies). From May
1985 until July 1999, Mr. Davis was the co-owner, President and Chief Executive
Officer of Cleaning Ideas, Inc., whose holdings included Sanivac, Inc. and Davis
Manufacturing Company (manufacturers of commercial cleaning products).

Jay Raubvogel, age 52, has served as a director of the Company since the
merger and had served as a director of b2bstores prior to the merger since March
2000. Mr. Raubvogel was the Chief Executive Officer of Baker's Aid, Inc. (food
service equipment manufacturers) from 1985 to 1994. Mr. Raubvogel has been a
private investor. Mr. Raubvogel serves as a trustee of North Shores L.I.J.
Health Systems and Vice-Chairman of its Foundation.

THE BOARD OF DIRECTORS RECOMMENDS THAT ALL OF THE NOMINEES
BE ELECTED AS DIRECTORS.

Identification of Executive Officers

The following individuals are executive officers of the Company.

Name Age Position
- ---- --- --------

Giorgio D'Urso 67 Chief Executive Officer,
President and Director

Duane M. Steele 51 Vice President-Business
Development

Mark Deutsch 39 Chief Financial Officer and
Vice President-Finance

All officers serve until they resign or are replaced or removed.

The following additional information is provided for the executive officers
shown above who are not directors of the Company or nominees for directors.

Mr. Duane M. Steele, age 51, has served as Vice President - Business
Development of the Company since the merger and had served in the same capacity
with the pre-merger Diagnostics since 1996. He joined Diamedix in 1995 and has
over 25 years of diagnostics industry experience. He has served as the Chief
Operating Officer of Diamedix since 1997. From 1995 to 1997, he served as Vice
President - Business Development of Diamedix. From 1990 to 1994, he served as
President and Chief Executive Officer of LaserCharge, Inc. in Austin, Texas.
From 1988 to 1989, Mr. Steele was the General Manger of Austin Biological
Laboratories, Inc. From 1972 to 1987, Mr. Steele held a variety of positions
with Kallestad Diagnostics, Inc., including Senior Vice President.

Mr. Mark Deutsch, age 39, has served as Chief Financial Officer and Vice
President - Finance of the Company since the merger and had served in the same
capacities with the pre-merger Diagnostics since 1996. He has served as the Vice
President - Finance of Diamedix since 1993 and has 8 years of diagnostics
industry experience. From 1988 to 1993, Mr. Deutsch held various positions
including Accounting Manager of IVAX Corporation and Controller of certain
subsidiaries of IVAX Corporation. From 1985 to 1988, Mr. Deutsch worked for
Arthur Andersen & Co. as a Senior Accountant.

Directors' Fees

Non-employee directors of the Company do not receive cash compensation for
attendance at meetings of the Board of Directors or committee meetings.
Directors who are also officers of the Company or its subsidiaries do not
receive additional compensation for attendance at meetings of the Board of
Directors or committee meetings. In addition, non-employee directors have in the
past received automatic grants of options upon the adoption of stock option
plans. During the 2001 fiscal year, non-employee directors each received a grant
of options to purchase 5,000 shares of the Company's Common Stock under the
Company's 1999 Performance Equity Plan.

Employment Agreements

On October 1, 1998, the pre-merger Diagnostics entered into a five-year
employment agreement with Giorgio D'Urso, President and Chief Executive Officer,
at a base annual salary of $348,519, with discretionary annual adjustments. The
Company assumed this employment agreement in the merger. Mr. D'Urso's employment
may be terminated with or without cause at any time upon written notice. For a
termination without cause, the Company must pay Mr. D'Urso his then current
annual base salary in installments for the remainder of the employment term.
While employed by the Company and for a two-year period thereafter, Mr. D'Urso
cannot employ or contract with any current or former employees of the Company,
except former employees who have not been employed by the Company for more than
one year.

Committees of the Board of Directors and Meeting Attendance

The Board of Directors met once during the 2001 fiscal year. The Board of
Directors has established a number of committees, including Audit and
Compensation Committees. The Board of Directors does not have a Nominating
Committee. Each of the members of the Board of Directors attended at least 75%
of the meetings of the Board and Committees on which he served.

The Compensation Committee consists of Neil Flanzraich, Chairman, John
Harley, M.D., and Jay Raubvogel. The Committee met once during the 2001 fiscal
year. The Compensation Committee establishes and implements compensation
policies and programs for executives of the Company and recommends the
compensation arrangements for executive management and directors. It also served
as the Stock Option Committee for the purpose of making grants of options under
all of the Company's Stock Option Plans.

The Audit Committee consists of Randall K. Davis, Chairman, John Harley,
M.D., and Jay Raubvogel. The Committee met three times during the 2001 fiscal
year. The Audit Committee recommends engagement of the independent auditors,
considers the fee arrangement of the Company's independent auditors and scope of
their audit and their independence, reviews the financial statements,
management's disclosures, and the independent auditors' report, considers
comments made by the independent auditors with respect to the Company's internal
control structure, and reviews internal accounting procedures and controls and
areas of possible conflicts of interest with the Company's financial and
accounting staff.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% shareholders to file initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission and the
American Stock Exchange. Directors, executive officers and 10% shareholders are
required to furnish the Company with copies of all Section 16(a) reports they
file. Based on a review of the copies of such reports furnished to the Company
and written representations from directors and executive officers of the Company
that no other reports were required, the Company believes that its directors,
executive officers and 10% shareholders complied with all Section 16(a) filing
requirements applicable to them for the year ended December 31, 2001.

Certain Relationships and Related Transactions

Upon completion of the merger, the Company entered into a registration
rights agreement with IVAX Corporation that requires the Company to file a
registration statement on Form S-3 (at any time after one year, and before the
earlier of five years following the completion of the merger of such time at
which all the shares of the Common Stock of the Company owned by IVAX
Corporation can be sold in any three-month period without registration) to
register not less than $1.0 million of the Common Stock owned by IVAX
Corporation. Additionally, IVAX Corporation may "piggyback" on registrations
initiated by the Company or other holders exercising similar demand registration
rights. The Company may delay the filing of any registration statement for 120
days if the Company determines in good faith that to effect such registration
statement would be detrimental to the Company or the Company's stockholders. The
Company has agreed to pay all fees and expenses in connection with such
registrations, except for any underwriting discounts and commissions. If the
Company files a registration statement in connection with an underwritten
offering, IVAX Corporation has agreed to sign a customary underwriting agreement
in connection with such registration and its rights to register shares is
subject to a proration provision if the underwriters determine that the success
of the offering will be jeopardized from too many shares being included in the
offering. Shares to be sold by the Company on any registered offering will be
included prior to the inclusion of any other shares of the Common Stock of the
Company held by IVAX Corporation. The registration rights agreement also
contains customary mutual indemnification and market stand-off provisions. IVAX
Corporation can assign or transfer its rights under the registration rights
agreement.

In connection with the merger, the Company entered into a shared services
agreement with IVAX Corporation pursuant to which IVAX Corporation would
continue to provide administrative and management services previously provided
by IVAX Corporation to the pre-merger Diagnostics prior to the merger at IVAX
Corporation's cost plus 15% for a period of three months. These services include
payroll, including printing paychecks and making associated tax filings;
treasury, including cash management services such as disbursements, receipts,
banking and investing; insurance, including procuring and administering
policies; human resources, including administering employee benefits and plans;
financial reporting, including public reports, income taxes; and information
systems, including network and website hosting, phone and data systems, software
licenses and information systems support.

In connection with the merger, the Company entered into a use of name
license with IVAX Corporation that grants the Company a non-exclusive, royalty
free license to use the name "IVAX." The license was not terminable by IVAX
Corporation for a one-year period. After the first year, IVAX Corporation may
terminate the license upon 90 days' written notice. Upon termination of the
agreement, the Company must take all steps reasonably necessary to change the
Company's name as soon as practicable. If IVAX Corporation abandons its use of
the name, IVAX Corporation must transfer all rights to the name to the Company.
The termination of this agreement by IVAX Corporation could have a material
adverse effect on the Company and on the Company's ability to market the
Company's products.

Giulio D'Urso, the son of the Company's Chief Executive Officer and
President, has been engaged by the Company's subsidiaries and the Company for
annual compensation of approximately $120,000.

Summary Compensation Table

The following table contains information regarding aggregate compensation
paid or accrued by the Company during 2001, 2000 and 1999 to the Chief Executive
Officer and to each of the Company's other highest paid executive officers other
than the Chief Executive Officer whose total annual salary and bonus exceed
$100,000.

SUMMARY COMPENSATION TABLE

Long Term Compensation
----------------------

Annual Compensation Awards Payouts
------------------- ------ -------
Shares
Name and Other Annual Restricted Underlying Long-Term
Principal Compen- Stock Stock Incentive All Other
Position Year Salary ($) Bonus ($) sation ($) Award(s)($) Options (#) Plan Payouts ($) Compensation ($)
- -------- ---- ---------- --------- ---------- ----------- ----------- ---------------- ----------------

Giorgio D'Urso 2001(1) $279,770 - - - - - -
Chief Executive 2000 $348,519 $20,000 - - - - -
Officer 1999 $348,987 $17,426 - - 600,000 - $118,375

Mark Voorhis(2) 2001 $ 35,000 - - - - - $161,000(3)
Chief Executive 2000 - - - - - - -
Officer 1999 - - - - - - -

Duane M. Steele 2001(4) $112,254 - - - 50,000 - -
Vice President - 2000 $132,824 $18,550 - - - - -
Business 1999 $122,237 $ 6,250 - - 120,000 - -
Development

________________

* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer.
(1) Does not include $68,749 in salary and $20,000 in bonus paid to Mr. D'Urso
in 2001 prior to the merger by the pre-merger Diagnostics.
(2) Mr. Voorhis served as the Chief Executive Officer of b2bstores prior to the
merger.
(3) Mr. Voorhis received $161,000 as a severance payment in connection with the
merger.
(4) Does not include $27,584 in salary and $18,000 in bonus paid to Mr. Steele
in 2001 prior to the merger by the pre-merger Diagnostics.

Stock Option Grants Table

The following table sets forth information concerning stock option grants
made during 2001 to the executive officers named in the "Summary Compensation
Table."

STOCK OPTION GRANTS IN FISCAL YEAR 2001

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
----------------- ---------------

Shares % of Total
Underlying Options
Stock Options Granted to Exercise Price
Name Granted (#) Employees ($/Sh) Expiration Date 5%($) 10%($)
- ---- ----------- --------- ------ --------------- ------- ------

Giorgio D'Urso - - - - - -

Mark Voorhis - - - - - -

Duane M. Steele 50,000 20% $3.00 March 2008 $61,065 $142,308

Stock Option Exercises and Year-End Option Value Table

The following table sets forth information concerning stock option
exercises during 2001 by each of the executive officers named in the "Summary
Compensation Table" and the year-end value of unexercised options held by such
officers and does not include any stock option exercises for shares of IVAX
Corporation under the IVAX Corporation 1997 Employee Stock Option Plan.

STOCK OPTION EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR-END OPTION VALUES

Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Stock
Stock Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
------------ ------------

Shares Acquired on
Name Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------------ ----------- ------------- ----------- -------------

Giorgio D'Urso - - 300,000 300,000 $825,000 $825,000

Mark Voorhis - - 183,333 - $ 7,666 -

Duane M. Steele - - 60,000 110,000 $165,000 $189,000

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation

The Board of Directors has designated Directors Flanzraich, Harley and
Raubvogel to serve on the Compensation Committee. Mr. Flanzraich is also a
director and Vice Chairman and President of IVAX Corporation. IVAX Corporation
owns approximately 70% of the Company's outstanding Common Stock. See "Certain
Relationships and Related Transactions" above for a description of the
transactions between IVAX Corporation and the Company.

Executive Officer Compensation

The Company's compensation program for executive officers consists of three
key elements: a base salary, an incentive bonus and periodic grants of stock
options. The Compensation Committee believes that this approach best serves the
interests of shareholders by compensating the Company's executive officers in a
manner that advances both the short and long term interests of the Company and
its shareholders. Thus, compensation for the Company's executive officers
involves a portion of pay which depends on incentive payments which are earned
only if corporate goals are met or exceeded, and stock options, which directly
relate a significant portion of an executive officer's long term remuneration to
stock price appreciation realized by the Company's shareholders. The Company
must compete for the services of its executives with numerous other companies,
many of which have greater financial resources and more comprehensive benefit
plans than the Company's. The Compensation Committee believes that the Company's
compensation policies are appropriate.

Base Salary

The Company offers salaries it believes are competitive based on a review
of market practices and the duties and responsibilities of each officer. In
setting base compensation, the Compensation Committee periodically examines
market compensation levels and trends observed in the labor market, primarily in
the healthcare industry and primarily in the geographic areas in which the
Company operates. Market information is used as an initial frame of reference
for annual salary adjustments and starting salary offers. Salary decisions are
determined based on an annual review by the Compensation Committee with input
and recommendations from the Chief Executive Officer for officers other than the
Chief Executive Officer. Salary determinations are made based on, among other
things, the decision making responsibilities of each position, and the
contribution, experience and work performance of each executive officer.

Annual Incentive Program

The Company's management incentive program is designed to motivate
executives by recognizing and rewarding performance. The annual incentive
program is a discretionary bonus plan used to compensate executives based on the
Company's profitability and the achievement of individual performance goals with
the greatest weight given to the Company's profitability.

Each participant's bonus is intended to take into account corporate and
individual components, which are weighted according to the executive's sphere of
responsibility. In 2001, the Company did not meet the profitability goals, and
no discretionary bonuses were paid to executive officers during the 2001 fiscal
year.

Stock Options

Stock options represent a significant portion of the total compensation for
the Company's executive officers. Stock options are generally awarded to
executive officers at the time that they join the Company and periodically
thereafter. Executive officers of the Company were granted stock options during
the 2001 fiscal year. All of the stock options were granted with an exercise
price equal to at least 100% of the market value of the Company's Common Stock
on the date of the grant. As such, the stock options only have value if the
trading price of the Common Stock increases during the term of the option. The
granting of options is totally discretionary and options are awarded based on an
assessment of an employee's contribution to the success and growth of the
Company. For officers other than the Chief Executive Officer, grants of stock
options to executive officers are generally based on the level of an executive's
position with the Company, an evaluation of the executive's past and expected
performance, the number of outstanding and previously granted options and
discussions with the executive, in addition, the Committee also considers the
recommendations of the Chief Executive Officer. The Board of Directors believes
that providing executives with opportunities to acquire an interest in the
future growth and prosperity of the Company through the grant of stock options
will assist the Company in attracting and retaining qualified and experienced
executive officers and offer additional long term incentives. The Board of
Directors believes that utilization of stock options more closely aligns the
executives' interests with those of the Company's shareholders, since the
ultimate value of such compensation is directly dependent on the stock price.

Compensation of the Chief Executive Officer

As previously indicated, the Compensation Committee believes that the
Company's total compensation program is appropriate based upon the Company's
business performance, market compensation levels, and personal performance of
the Company's executives. The Chief Executive Officer has previously entered
into an employment agreement with the pre-merger Diagnostics, as described
above. Under the terms of the employment agreement, the Compensation Committee
reviews and fixes the base salary of the Chief Executive Officer based on those
factors described above for other executive officers as well as the Compensation
Committee's assessment of Mr. D'Urso's past performance as Chief Executive
Officer and its expectation as to his future contributions. In 2001, Mr. D'Urso
did not receive a base salary increase, which was consistent with the underlying
market conditions and was considered appropriate.

The Compensation Committee also took note of Mr. D'Urso's leadership during
2001. Specifically, it acknowledged his successful leadership in facilitating
the Company's new public structure and increasing the visibility of and interest
in the Company. Future salary increases and bonuses will continue to reflect the
amounts paid to chief executive officers at other public companies, as well as
the Company's financial condition, operating results and attainment of strategic
objectives.

Submitted by the Members of the Compensation Committee:

Neil Flanzraich, Chairman
John Harley, M.D.
Jay Raubvogel

Shareholder Return Performance Graph

Set forth below is a graph comparing the cumulative total returns (assuming
reinvestment of dividends) for the Common Stock of the Company, the American
Stock Exchange (U.S. companies) and the S&P Small Cap Medical Products Index and
assumes $100 is invested on December 31, 1996.

Comparison of Five Year Cumulative Total Return

*TO BE PROVIDED IN DEFINITIVE PROXY STATEMENT

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is responsible for monitoring
the integrity of the Company's consolidated financial statements, its system of
internal controls and the independence and performance of its independent
auditors. The Audit Committee is composed of three non-employee directors and
operates under a written charter adopted and approved by the Board of Directors.
The Board of Directors, in its business judgment, has determined that each Audit
Committee member is "independent" as such term is defined by American Stock
Exchange listing standards. A copy of the Audit Committee Charter is attached to
this Proxy Statement as Appendix B.

Management is responsible for the preparation, presentation and integrity
of the Company's financial statements, the Company's accounting and financial
reporting process, including the system of internal control, and procedures to
assure compliance with applicable accounting standards and applicable laws and
regulations. The Company's independent auditors are responsible for auditing
those financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles. The Audit Committee's responsibility
is to monitor and review these processes. However, the members of the Audit
Committee are not professionals engaged in the practice of accounting or
auditing and are not experts in the field of accounting or auditing, including,
without limitation, auditor independence. The Audit Committee must rely, without
independent verification, on the information provided to it and on the
representations made by management and the independent auditors. Accordingly,
although the Audit Committee consults with and discusses these matters and its
questions and concerns with management and the Company's independent auditors,
the Audit Committee's oversight cannot provide an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or appropriate internal control and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions cannot assure
that the audit of the Company's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Company's auditors are in fact "independent." The Audit
Committee's discussions also included a discussion of the background and
experience of the Arthur Andersen LLP ("Andersen") audit managers assigned to
the Company, the quality control procedures established by Andersen and the
impact, if any, of recent events concerning Andersen or its ability to continue
to serve as the Company's independent auditors.

In this context, we held three meetings during fiscal year 2001. The
meetings were designed, among other things, to facilitate and encourage
communication among the Audit Committee, management and the Company's
independent auditors, Andersen. The Audit Committee discussed with the Company's
independent auditors the overall scope and plans for their audit. The Audit
Committee met with the independent auditors, with and without management
present, to discuss the results of their examinations and their evaluations of
the Company's internal controls.

The Audit Committee has reviewed and discussed the audited consolidated
financial statements for the fiscal year ended December 31, 2001 with management
and Andersen.

The Audit Committee also discussed with the independent auditors matters
required to be discussed with audit committees under generally accepted auditing
standards, including, among other things, matters related to the conduct of the
audit of the Company's consolidated financial statements and the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended
(Communication with Audit Committees).

The Company's independent auditors also provided to the Audit Committee the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent auditors their independence from the
Company. When considering Andersen's independence, the Audit Committee
considered whether their provision of services to the Company was compatible
with maintaining their independence. The Audit Committee also reviewed, among
other things, the amount of fees paid to Andersen for audit services.

Based on the Audit Committee's review and these meetings, discussions and
reports, and subject to the limitations on the Audit Committee's role and
responsibilities referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of Directors that the Company's audited
consolidated financial statements for the fiscal year ended December 31, 2001 be
included in the Company's Annual Report on Form 10-K.

Audit Fees. The aggregate fees for professional services rendered by
Andersen in connection with their audit of the Company's consolidated financial
statements included in the Company's Annual Report on Form 10-K for the 2001
fiscal year and reviews of the consolidated financial statements included in the
Company's Quarterly Reports on Form 10-Q for the 2001 fiscal year were
approximately $171,200.

All Other Fees. Andersen did not render any other services in the 2001
fiscal year.

Submitted by the Members of the Audit Committee:

Randall K. Davis, Chairman
John Harley, M.D.
Jay Raubvogel

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates, as of April 1, 2002, information about the
beneficial ownership of the Common Stock of the Company by (1) each director,
(2) each executive officer named in the "Summary Compensation Table," (3) all
directors and executive officers as a group, and (4) each person who the Company
knows beneficially owns more than 5% of the Common Stock of the Company. All
such shares were owned directly with sole voting and investment power unless
otherwise indicated. Unless otherwise indicated, the principal business address
of each person listed below is 2140 North Miami Avenue, Miami, Florida 33127.

Name Shares (#) Percent of Class (%)
- ---- ---------- --------------------

IVAX Corporation 20,000,000 69.9%
4400 Biscayne Boulevard
Miami, Florida 33137

Randall K. Davis 1,613,033(1) 5.6%
1023 Morales Street
San Antonio, Texas 78207

Steven Etra 1,462,824(2) 5.1%
5830 57th Street
Maspeth, New York 11378

Giorgio D'Urso 315,000(3) 1.1%

Duane M. Steele 60,000(4) *

Mark Deutsch 18,000(5) *

Phillip Frost, M.D. 39,500(6) *

Neil Flanzraich 5,000(7) *

Jane Hsiao, Ph.D. 5,000(8) *

John Harley, M.D. 5,000(9) *

Jack Borsting, Ph.D. 5,500(10) *

Jay Raubvogel 190,000(11) *

Mark Voorhis 183,333(12) *

All directors and executive
officers as a group (11
persons) 2,439,366 8.5%

________________

* Represents beneficial ownership of less than 1%.

(1) Includes (a) options for 105,000 shares of Common Stock granted to Mr.
Davis and (b) 1,228,500 shares of Common Stock owned by Titanium Holdings
Group, Inc. (formerly known as Enviro-Clean of America, Inc.), a
corporation in which Mr. Davis serves as the Chairman of the Board, Chief
Executive Officer and President. In a filing with the SEC, Mr. Davis
disclaimed beneficial ownership of the securities held by Titanium Holdings
Group, Inc., except to the extent of his pecuniary interest.

(2) Includes (a) 10,667 shares of Common Stock owned by SRK Associates L.L.C.,
a company controlled by Mr. Etra, (b) 1,000 shares of Common Stock owned by
Lances Property Development Pension Plan, which is 50%

owned by Mr. Etra, (c) 1,228,500 shares of Common Stock owned by Titanium
Holdings Group, Inc. (formerly known as Enviro-Clean of America, Inc.), a
corporation in which Mr. Etra is a shareholder and a director, and (d)
3,500 shares of Common Stock owned by Gemini Capital L.L.C., a company in
which Mr. Etra is the Secretary, a director and a shareholder. In a filing
with the SEC, Mr. Etra disclaimed beneficial ownership of the securities
held by SRK Associates L.L.C., Lances Property Development Pension Plan,
Titanium Holdings Group, Inc., and Gemini Capital L.L.C., except to the
extent of his pecuniary interest.

(3) Includes options for 300,000 shares of Common Stock granted to Mr. D'Urso.

(4) Includes options for 60,000 shares of Common Stock granted to Mr. Steele.

(5) Includes options for 18,000 shares of Common Stock granted to Mr. Deutsch.

(6) Includes (a) options for 5,000 shares of Common Stock granted to Dr. Frost
and (b) 34,500 shares of Common Stock owned by Frost Gamma LP, a limited
partnership in which Dr. Frost is the sole limited partner and in which Dr.
Frost is the sole shareholder of Frost - Nevada Corp., the sole shareholder
of Frost Gamma, Inc., the general partner. Does not include any securities
owned by IVAX Corporation, a corporation in which Dr. Frost is the Chairman
of the Board and Chief Executive Officer, and Dr. Frost disclaims
beneficial ownership of securities held by IVAX Corporation.

(7) Includes options for 5,000 shares of Common Stock granted to Mr.
Flanzraich.

(8) Includes options for 5,000 shares of Common Stock granted to Dr. Hsiao.

(9) Includes options for 5,000 shares of Common Stock granted to Dr. Harley.

(10) Includes options for 5,000 shares of Common Stock granted to Dr. Borsting.

(11) Includes options for 150,000 shares of Common Stock granted to Mr.
Raubvogel.

(12) Includes options for 183,333 shares of Common Stock granted to Mr. Voorhis.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters, other than those referred to in the accompanying Notice of
Meeting, to be brought before the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, the persons named as proxy
holders will have the discretion to vote any shares of Common Stock for which
they hold proxies in accordance with their best judgment. If for any reason any
of the nominees for election to the Board of Directors is not available as a
candidate for director, the persons named proxy holders will vote any shares of
Common Stock for which they hold proxies for such other candidate or candidates
as may be nominated by the Board of Directors.

NOTICE OF CERTAIN SHAREHOLDER ACTIONS

No matters were submitted to a vote of security holders during the quarter
ended December 31, 2001.

INDEPENDENT PUBLIC ACCOUNTANTS

A representative of Andersen is expected to present at the Annual Meeting
and will be available to respond to appropriate questions from shareholders.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the next annual
meeting of the Company, expected to be held in June 2003, must be in writing and
in compliance with applicable rules and regulations and received by the
Secretary of the Company at its main offices, 2140 North Miami Avenue, Miami,
Florida 33127, no later than February 13, 2003, in order to be included in the
Company's proxy statement and form of proxy for that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Steven Rubin,
Secretary

June ___, 2002

Appendix A

PROPOSED FORM OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

IVAX Diagnostics, Inc.

__________________________________________

Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
__________________________________________

IVAX Diagnostics, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify that:

The Corporation was incorporated under the name "b2bstores.com Inc." by the
filing of its original Certificate of Incorporation with the Secretary of State
of Delaware on June 28, 1999. The Board of Directors of the Corporation duly
adopted resolutions proposing to amend and restate the Certificate of
Incorporation of the Corporation, declaring said amendment and restatement to be
advisable and in the best interests of the Corporation and its stockholders, and
authorizing the appropriate officers of the Corporation to solicit the consent
of the stockholders of the Corporation. This Amended and Restated Certificate of
Incorporation was duly adopted by the stockholders of the Corporation at the
Annual Meeting of the Corporation held on July 12, 2002, all in accordance with
the applicable provisions of Sections 242 and 245 of the General Corporation Law
of the State of Delaware.

The Certificate of Incorporation of the Corporation is hereby amended and
restated to read in its entirety as follows:

FIRST: The name of the Corporation is IVAX Diagnostics, Inc.

SECOND: The registered office of the Corporation is to be located at 9
East Loockerman Street, in the County of Kent at Dover, Delaware. The name of
its registered agent at that address is National Corporate Research Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is 55,000,000 shares, which are to be divided into two
classes consisting of (i) 50,000,000 shares of common stock, par value $.01 per
share, and (ii) 5,000,000 shares of preferred stock, par value $.01 per share,
issuable in series as may be provided from time to time by resolution of the
Board of Directors.

FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(a) The number of directors shall be determined as set forth in the
by-laws of the Corporation.

(b) Election of directors need not be by ballot unless the by-laws
of the Corporation so provide.

(c) The Board of Directors shall be divided into three classes:
Class A, Class B and Class C. The number of directors in each class shall be as
nearly equal as possible. The term of the directors comprising Class A shall
expire at the Annual Meeting of Stockholders in 2003, the term of the directors
comprising Class B shall expire at the Annual Meeting of Stockholders in 2004
and the term of the directors comprising Class C shall expire at the Annual
Meeting of Stockholders in 2005. Commencing at the first Annual Meeting of
Stockholders, and at each annual meeting thereafter, directors elected to
succeed those directors whose terms expire shall be elected for a term of office
to expire at the third succeeding annual meeting of stockholders after their
election. Except as the General Corporation Law of Delaware may otherwise
require, in the interim between annual meetings of stockholders or special
meetings of stockholders called for the election of directors and/or the removal
of one or more directors and the filling of any vacancy in that connection,
newly created directorships and any vacancies on the Board of Directors,
including unfilled vacancies resulting from the removal of directors for cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director. All
directors shall hold office until the expiration of their respective terms of
office and until their successors shall have been elected and qualified. A
director elected to fill a vacancy resulting from the death, resignation or
removal of a director shall serve for the remainder of the full term of the
director whose death, resignation or removal shall have created such vacancy and
until his successor shall have been elected and qualified.

(d) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

(e) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Certificate of Incorporation, and to any by-laws
from time to time; provided, however, that no by-law so made shall invalidate
any prior act of the directors which would have been valid if such by-law had
not been made.

(f) The power to alter, amend or repeal the by-laws of the
Corporation shall be vested in each of the Board of Directors and the
stockholders of this Corporation.

SIXTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Neither the amendment nor repeal of this Article
6, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article 6, shall eliminate or reduce the effect of this
Article 6 in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article 6, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.

SEVENTH: The Corporation, to the full extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time, shall indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

Appendix B

IVAX DIAGNOSTICS, INC.
AUDIT COMMITTEE CHARTER

1. Purpose
-------

The primary function of the Audit Committee is to serve as a focal
point for communication among non-committee directors, the independent auditor,
the internal auditor, if any, and management of the company, as their duties
relate to financial accounting, reporting and controls. The Audit Committee
shall assist the Board of Directors in fulfilling its oversight responsibilities
by reviewing: the financial reports or other financial information provided by
the company to the public or any governmental entity; the company's systems of
internal controls; and the company audit process.

2. Composition
-----------

The Audit Committee shall be comprised of at least three directors who are
independent of management and operating executives, and free from any
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of his or her independent judgment. Each member of the Audit
Committee shall be appointed by the Board of Directors and the Board of
Directors shall designate one member of the committee to serve as its Chairman.

3. Authority
---------

The Audit Committee is granted the authority to conduct investigations into
any matters within its scope of responsibilities. The committee is empowered to
request and receive any and all information relating to its responsibilities
hereunder, and to retain persons having special competence as necessary to
assist the committee in fulfilling its responsibilities including independent
counsel, accountants, or other persons providing assistance in the conduction of
an investigation.

4. Responsibility
--------------

The Audit Committee shall have the following duties and responsibilities:

. Oversee the reliability and integrity of the accounting policies and
financial reporting and disclosure practices of the company.

. Receive the independent auditors' proposal on the scope of services
required by their audit and related fees.

. Recommend, no less than annually, to the Board of Directors the
selection, termination or replacement, as the case may be, of the
independent auditor.

. Take action, or recommend to the Board of Directors to take action, to
oversee the independence of the independent auditor, including but not
limited to, ensuring the Audit Committee's receipt from the
independent auditor of a formal written statement delineating all
relationships between the independent auditor and the company,
consistent with Independence Standards Board Standard No. 1 and
regularly engaging in dialogue with the independent auditor with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditor.

. Oversee the internal audit function, if any, including the planned
audit work, results of the completed work, internal audit's capacity
to fulfill its responsibilities, and assessing the qualifications and
experience level of the audit staff.

. Consult with management and the independent auditors regarding
financial issues including, but not limited to, the adequacy of
financial disclosures, major fluctuations or unusual circumstances
noted in the financial statement balances, and the independent
auditor's responsibilities for information in documents containing
audited financial statements.

. Review with management and the independent auditor at the completion
of each fiscal year the company's annual financial statements and the
related footnotes, the independent auditor's audit of the financial
statements and his or her report thereon, any significant changes in
the independent auditor's audit plan, audit conclusions regarding
significant accounting estimates, any substantial difficulties or
disputes encountered during the course of the audit and any other
matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.

. Review with management and the independent auditor all financial
reports filed with the Securities and Exchange Commission or any other
regulatory agency or entity.

. Consider with management and its independent auditor their assessments
of the adequacy of internal controls, including computerized
information system controls and security, and the resolution of
identified material weaknesses and reportable conditions in internal
controls, including the prevention or detection of management override
or compromise of the internal control system.

. Discuss with management any significant disagreements between the
independent auditor and management.

. Establish and maintain processes to assure the company's compliance
with all applicable laws and regulations including, but not limited
to, securities laws.

. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets.

. Preparing and maintaining minutes and other records of Audit Committee
meetings and distributing such minutes to committee members and non-
committee directors.

. Review the adequacy of, and update, this Charter on an annual basis.

Additionally, the Audit Committee is to be the Board of Director's
principal agent in assessing the independence of the company's independent
auditors, the integrity of management, and the adequacy of financial disclosures
to shareholders. The opportunity for the independent auditors to meet with the
Board of Directors as needed is not restricted. The Audit Committee will approve
the evaluation and compensation review, as well as the hiring and firing of the
Director of Internal Audit, if any.

5. Meetings
--------

The Audit Committee shall meet at least four times per year, or more
frequently if the committee deems necessary. The Audit Committee shall meet with
the independent auditors and management on a quarterly basis to review the
financials of the company and discuss any other matters the committee deems
appropriate.

6. Attendance
----------

Members of the Audit Committee are to be present at all meetings. As
necessary or desirable, the Chairman may request that members of management and
representatives of the independent auditors be present at meetings of the
committee. Non-committee directors may attend the meeting but have no voting
power.

Appendix C

IVAX Diagnostics, Inc.
2140 North Miami Avenue
Miami, Florida 33127

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF IVAX
DIAGNOSTICS, INC.

I (whether one or more of us) appoint Giorgio D'Urso and Duane Steele, and
each of them separately, as my proxies, each with the power to appoint his
substitute, and authorize each of them to vote as designated on the reverse
side, all of my shares of Common Stock of IVAX Diagnostics, Inc. (the "Company")
held of record by me at the close of business on June 10, 2002, at the Annual
Meeting of Shareholders to be held on July 12, 2002, and at any adjournment of
the meeting, and, in their discretion, to vote my shares on any other business
as may properly come before this meeting.

WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED BY ME. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF ALL DIRECTOR NOMINEES AND THE APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND ACCORDING TO THE
DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATERS THAT MAY PROPERLY COME
BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

PLEASE COMPLETE, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

(continued and to be signed on other side)

(continued from other side)

THE BOARD OF DIRECTORS OF IVAX DIAGNOSTICS, INC. UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE FOLLOWING:

1. ELECTION OF DIRECTORS

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

FOR each nominee listed (except as marked WITHHOLD AUTHORITY to Jack Borsting, Ph.D.; Randall K. Davis; Giorgio D' Urso;
to the contrary) vote for all nominees Neil Flanzraich; Phillip Frost, M.D.; John Harley, M.D;
listed Jane Hsiao, Ph.D.; and Jay Raubvogel
- ------------------------------------------------------------------------------------------------------------------------------------
[_] [_] (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, DRAW A LINE THROUGH SUCH NOMINEE'S
NAME.)
- ------------------------------------------------------------------------------------------------------------------------------------

2. APPROVAL OF THE AMENDMENT AND RESTATMENT OF THE COMPANY'S CERTIFICATE OF
INCORPORATION

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

FOR AGAINST ABSTAIN

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

[_] [_] [_]

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

I ACKNOWLEDGE RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT FOR THE JULY 12, 2002 MEETING.

Dated:_____________________, 2002

_______________________________________
Signature

_______________________________________
Signature if held jointly

(Please date this Proxy and sign exactly as name or names appear on this Proxy.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.)

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. Postage is not necessary if mailed in the United States.