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VOTING TRUST AGREEMENT
THIS AGREEMENT, dated as of October 6, 1995, by and between Michael
Lulkin, 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 one hundred thousand
(100,000) 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 condition set forth herein.
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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 judgment in the interest of
the Corporation.
6. The Voting Trustee may employ counsel and such agents as he
may deem desirable, may remove them with or without cause, and
may fix the powers, duties and compensation of such attorneys
and agents.
7. The Voting Trustee shall have the right to cause the
Corporation, to the extent the Corporation is legally able to
do so, to indemnify and hold harmless the Voting Trustee,
against any and all losses, claims, damages or liabilities, to
which the Voting Trustee may become subjected, by reason of
any action taken by him as Voting Trustee under this
Agreement. The Voting Trustee shall not incur any
responsibility as shareholder, trustee or otherwise for any
mistake, act or omission of any attorney, agent
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or by reason of any kind taken or omitted by him except for
his own individual gross negligence.
8. In the event that the Voting Trustee shall die, resign, become
incapacitated or unable to serve as a Voting Trustee, then his
successor as President or Chief Executive Officer of the
Company (and any subsequent successors) shall automatically be
deemed to replace him, with the same power and authority as
Michael Krasnoff.
9. The Voting Trust hereby created shall continue for ten (10)
years from the date hereof and shall then terminate; provided,
however, that this Voting Trust shall automatically terminate
with respect to any Shares that are sold by Lulkin pursuant to
the Employment Agreement immediately upon the sale of such
Shares.
10. A duplicate copy of this Voting Trust Agreement shall be filed
in the principal office of the Corporation in the State of New
York.
11. Any and all notices required or permitted to be given under
any of the provisions of this Agreement shall be in writing
and shall be deemed to have been duly given when personally
delivered or mailed by certified or registered mail, or by
private overnight mail service (e.g. Federal Express)
addressed to the addresses set forth below, or at such other
address as any party entitled to receive notice may specify by
notice to all other parties given as aforesaid:
If to Shareholder: Michael Lulkin
750 Lexington Avenue
New York, New York 10022
If to Corporation: PDK Labs Inc.
145 Ricefield Lane
Hauppauge, New York 11788
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Copy to: Bernstein & Wasserman
950 Third Avenue, 10th Floor
New York, New York 10022
Attn: Hartley T. Bernstein, Esq.
12. The validity of this Agreement, or any part hereof, and the
Voting Trust Certificate, and the interpretation of all the
provisions herein, shall be governed by the laws of the State
of New York and each of the parties hereto consents to the
jurisdictions of the federal and state courts located in the
State of New York.
13. The invalidity of any term or provision of this Agreement
shall not affect the validity of the remainder of this
Agreement.
14. This Agreement shall bind and benefit the parties hereto,
their heirs, administrators, executors, successors, and
assigns.
15. This Agreement may be executed simultaneously in one or more
original or facsimile counterparts, each of which shall be
deemed an original, all of which together shall constitute one
and the same instrument. This Agreement may only be modified
by a writing signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in duplicate on the date first above written.
Michael Lulkin /s/
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Michael Lulkin, as Shareholder
of PDK Labs Inc.
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Michael Krasnoff /s/
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Michael Krasnoff, As Voting Trustee
PDK LABS INC.
By: Michael Krasnoff /s/
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Michael Krasnoff, President
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