Voting Trust Agreement

THIS AGREEMENT, dated as of October 6, 1995, by and between Corrine Hollander, a shareholder (the "Shareholder") of PDK Labs Inc., a New York corporation (the "Corporation"), and Michael Krasnoff (the "Voting Trustee").


WHEREAS, the Shareholder is presently the owner of fifty thousand (50,000) shares of the issued and outstanding common stock of the Corporation, par value $.01 per share, (the "Shares") pursuant to that certain employment agreement by and between the Corporation and the Shareholder dated as of October 6, 1995 (the "Employment Agreement"); and


WHEREAS, it is deemed in the best interest of the Corporation and the Shareholder that the voting power of the Shares held by the Shareholder be vested in the Voting Trustee, to the extent and upon the terms and conditions stated herein;


NOW, THEREFORE, the parties hereto agree as follows:


1. Simultaneously with the execution of this Agreement, the Shareholder shall deliver to the Voting Trustee, undated proxies representing the Shares owned by the Shareholder, duly executed by the Shareholder on his behalf, in blank (collectively, the "Proxies").


2. The Voting Trustee shall vote the Shares represented by the Proxies under the terms and conditions set forth herein.


3. Shareholder shall be entitled to all cash dividends and other distributions, if any, with respect to the Shares, including for splits or dividends, in accordance with the terms and conditions of the Employment Agreement.


4. As long as this Agreement is in effect, the Voting Trustee, in his unrestricted discretion, shall have and is empowered and authorized to have, the power and right to represent the holder of the Shares, and to vote said Shares by exercising the Proxies, as in the sole judgement of the Voting Trustee may be in the best interest of the Corporation, at all meetings of the shareholders of the Corporation, in the election of directors and upon any and all matters and questions which may be brought before such meetings, as fully as the Shareholder might do if personally present.


5. The Voting Trustee shall serve without compensation as Trustee and shall not be required to give bond or security for the discharge of his duties under this Agreement. He will exercise the powers and perform the duties of a voting trustee hereunder according to his best judgmen ...