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 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






                    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


                                        2