AMENDMENT AGREEMENT

                               AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT, dated as of July 21, 1997 by and between PDK Labs
Inc., a New York corporation, with offices at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX
00000 ("PDK") and, Superior Supplements, Inc., a Delaware corporation, with
offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 ("SSI").

         WHEREAS, PDK and SSI have heretofore entered into a Non-Exclusive
Supply Agreement (the "Agreement"), dated as of May 14, 1996.

         WHEREAS, the Agreement contains a provision providing for the payment
by PDK to SSI of an amount equal to SSI's Material Cost (as defined in the
Agreement) plus fifteen percent (15%) for the Pills (as defined in the
Agreement) supplied pursuant thereto, which provision the parties hereto desire
to amend to provide for the payment by PDK to SSI of an amount equal to the
approximate fair market value for the related Pills as agreed in the related
written purchase order.

         The terms which are not defined herein shall have the respective
meanings ascribed to them in the Agreement.

         NOW, THEREFORE, for valid and good consideration, the parties hereto
agree as follows:

         1.       Section 2(a) of the Agreement shall be deleted in its entirety
and shall be replaced with the following language:

                  "(a) PDK will pay to SSI the approximate Fair Market Value of
                  the Pills as shall be agreed by PDK and SSI and set forth in
                  the related written purchase order. For purposes of this
                  Agreement "Fair Market Value" shall mean the approximate fair
                  market price payable to manufacturers for


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                  vitamins and/or food supplement products similar to the
                  related Pills."

         2.       The following two sentences  shall be inserted immediately
after the first sentence of Section 4(a) of the Agreement:

                           "Such orders shall include the Fair Market Value for
                           the related Pills, as agreed by PDK and SSI and such
                           agreement shall be evidenced by the execution of the
                           related written purchase order by an authorized agent
                           of PDK and by an authorized agent of SSI. If either
                           party fails to execute any purchase order, such

                           purchase order shall be void and of no further effect
                           within ten (10) business days of its receipt by SSI."

         3.       Except as hereinabove amended, all of the terms and provisions
of the Agreement shall remain in full force and effect.

         4.       This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.

         IN WITNESS WHEREOF, the parties have executed this Amendment Agreement
as of the day and year first above written.



                                          PDK LABS INC.

                                          By: /s/ Xxxxxxx Xxxxxxxx
      ----------------------------------
                                              Xxxxxxx Xxxxxxxx, President


                                          SUPERIOR SUPPLEMENTS, INC.

                                          By: /s/ Xxxxxxxx X. Xxxxx
      ----------------------------------
                                              Xxxxxxxx X. Xxxxx, President



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