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                   AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This Amendment No.1 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 Reginald Spinello, an individual
residing at 62 Buckeye Road, Glen Cove, NY 11542 (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 (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 with the following:

             "3.  As consideration for Spinello's agreement to provide his
             exclusive services to the Company, the Company hereby agrees to pay
             to Spinello a minimum salary of $200,000 per annum pro-rated for
             the period October 6, 1995 through December 8, 1997, inclusive and,
             thereafter, $325,000 per annum for each year during the term hereof
             (the "Term"). 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 4:

             "; provided however, that commencing upon the date hereof through
             October 5, 2002 for each three (3) month period (or any part
             thereof) that Executive is not employed by Corporation pursuant to
             the terms of this Agreement for any reason whatsoever, unless
             otherwise agreed in writing by the parties, Executive shall
             automatically forfeit Seven Thousand One Hundred Forty Two (7,142)
             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 4 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/ Reginald Spinello
                                                  ---------------------
                                                  Reginald Spinello


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