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                   AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

     This Amendment No. 2 dated as of November 1, 1997 (this "Amendment") to
that certain Employment Agreement dated as of October 6, 1995, by and between
PDK Labs, Inc., a New York corporation with offices at 145 Ricefield Lane,
Hauppauge, NY 11788 (the "Company"), and Karine Hollander, an individual
residing at 39 Kensington Avenue, Selden, NY 11784 (the "Executive").

                             W I T N E S S E T H:
                             - - - - - - - - - -


     WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of October 6, 1995, as amended by that certain Amendment No.
1 dated as of March 3, 1997 (the "Agreement"); and

     WHEREAS, the Company and the Executive desire to amend the Agreement to
effect the changes provided for herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

     1.     Effective as of the date hereof, the Agreement is hereby amended by
         replacing Section 3(a) with the following:

       "3. (a) As consideration for Hollander's agreement to provide her
       exclusive services to the Company, the Company hereby agrees to pay to 
       Hollander a minimum salary of $110,000 per annum pro-rated for the 
       period March 3, 1997 through December 8, 1997, inclusive and, 
       thereafter, $160,000 per annum for each year during the Term hereof. 
       Such salary hereunder shall be payable by the Company on a bi-weekly 
       basis."

     2.     Effective as of the date hereof, the Agreement is hereby amended by
         deleting the following words from Section 3(b): 

       ";provided however, that commencing upon the date hereof through March
       31, 2001 for each three (3) month period (or any part thereof) that 
       Hollander is not employed by Corporation pursuant to the terms of this 
       Agreement for any reason whatsoever, unless otherwise agreed in writing 
       by the parties, Hollander shall automatically forfeit Two Thousand Five 
       Hundred (2,500) shares of Common Stock"

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     3.     Effective as of the date hereof, the Agreement is hereby amended by
       inserting at the end of Section 3(b) the following words:

       "The Company expressly agrees to pay on Executive's behalf or reimburse
       Executive for any federal, state and local taxes of any nature whatsoever
       (including but not limited to any income or capital gains taxes) that 

       Executive actually incurs with respect to his receipt of any of the 
       securities, or the proceeds therefrom, granted to Executive pursuant to 
       this Section 3(b)."

     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.

     5.     Except as otherwise specifically set forth herein, all of the terms
       and provisions of the Agreement shall remain in full force and effect.

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


                                             PDK LABS, INC.


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

                                                 /s/ Karine Hollander
                                                 ______________________________
                                                 Karine Hollander

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