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                       ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Credit Agreement dated as of August 20, 1997 (as it may
be amended, modified, extended or restated from time to time, the "Credit
Agreement"), among PDK Labs Inc. and Futurebiotics, Inc. (the "Co-Borrowers"),
European American Bank, as Agent, and the certain financial institutions that
become party thereto.

Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

         1. European American Bank, in its capacity as a Bank and not as Agent
(the "Assignor") hereby sells and assigns, without recourse, to National Bank of
Canada (the "Assignee"), and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Effective Date set
forth below, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement and the other
Facility Documents, including, without limitation, the interests set forth below
in the Revolving Credit Commitment and the Term Loan Commitment of the Assignor
on the Assignment Effective Date and the Revolving Credit Loans and the Term
Loans owing to the Assignor which are outstanding on the Assignment Effective
Date, together with unpaid interest accrued on the assigned Loans to the
Assignment Effective Date and the amount, if any, set forth below of the fees
accrued to the Assignment Effective Date for the account of the Assignor. From
and after the Assignment Effective Date, (i) the Assignee shall, if it is not
already a Bank under the Credit Agreement, be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned
by this Assignment Agreement, have the rights and obligations of a Bank
thereunder and under the other Credit Documents and (ii) the Assignor shall, to
the extent of the interests assigned by this Assignment Agreement, relinquish
its rights and be released from its obligations under the Credit Agreement.

         2. Notice of this Assignment Agreement is being delivered to the Agent
and the Co-Borrowers pursuant to Section 12.5 of the Credit Agreement.

         3. This Assignment Agreement shall be governed by and construed in
accordance with the laws of the New York.

Date of Assignment:                                  January 16, 1998

Legal Name of Assignor:                              European American Bank

Legal Name of Assignee:                              National Bank of Canada

Assignment Effective Date:                           January 16, 1998

Revolving Credit Commitment Assigned:                $3,525,000        23.50%

Revolving Credit Loans Assigned:                     $2,232,500.00

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Term Loan Commitment Assigned:                       $1,997,500        23.50%

Term Loans Assigned:                                 $1,635,991.67

Fees Assigned:                                       $5,522.50

THE TERMS SET FORTH ABOVE ARE HEREBY
AGREED TO:


EUROPEAN AMERICAN BANK,
AS ASSIGNOR

By: /s/ Anthony V. Pantina
   ---------------------------
   Name:  Anthony V. Pantina
   Title: Assistant Vice President

NATIONAL BANK OF CANADA,
AS ASSIGNEE

By: /s/ Joseph M. Triscoli
   ---------------------------
   Name:  Joseph M. Triscoli
   Title: Assistant Vice President

By: /s/ Gaetan R. Frosina
   ---------------------------
   Name:  Gaetan R. Frosina
   Title: Vice President


CONSENTED TO:

EUROPEAN AMERICAN BANK,
as Agent

By: /s/ Anthony V. Pantina
   ---------------------------
   Name:  Anthony V. Pantina 
   Title: Assistant Vice President

PDK LABS INC.

By: /s/ Michael B. Krasnoff
   ---------------------------
   Name:  Michael B. Krasnoff
   Title: President

FUTUREBIOTICS, INC.

By: /s/ Reginald Spinello
   ---------------------------
   Name:  Reginald Spinello

   Title: President