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                                                                     EXHIBIT 4.3
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                               SECOND AMENDMENT TO
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                        IVC INDUSTRIES, INC. SAVINGS PLAN
                        ---------------------------------

     IVC Industries, Inc., a corporation organized under the laws of the State
of Delaware, having offices and its principal place of business at 500 Halls
Mill Road, Freehold, New Jersey, hereby adopts this Second Amendment to its
Savings Plan, effective January 1, 1997:

     1. Section 1.02, Annual Compensation, shall be amended by deleting the
following two sentences:

         "In determining the compensation of a Participant for purposes of this
limitation, the rules of Code Section 414(q)(6) shall apply, except that in
applying such rules the "family" shall only include the spouse and lineal
descendants of the Participant who have not attained age 19 before the close of
the year. If the $200,000 limitation (as adjusted) is exceeded due to the
application of this rule, then such limitation shall be prorated among the
affected individual's compensation as determined without regard to this
limitation."

     2. Article II, Eligibility and Participation, shall be amended by the
addition of a new Section 2.06, effective December 12, 1994, to read as follows:

         "2.06 Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Internal
Revenue Code."

     3. Section 5.10, concerning required minimum distributions, shall be
amended for the first paragraph to read as follows:

         "5.10 Notwithstanding any provision in this Article V to the contrary,
benefits shall begin on the later of April 1 of the calendar year following the
calendar year of retirement or April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2, provided the
Participant is not a 5 percent owner. If a Participant is a 5 percent owner,
benefits shall begin no later than April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2. A 5 percent owner is
a Participant who meets the definition of 5 percent owner in Section 416(i) of
the Code. Any Participant who attains age 70 1/2 and is not retired may elect to
have benefit payments begin as if the Participant had retired at age 70 1/2."

     4. Section 6.01(h), the definition of "Highly Compensated Employee", shall
be amended to read:

         "(h) "Highly Compensated Employee" means any employee who was a 5
percent owner at any time during the Plan Year or the preceding Plan Year, or
any employee who had compensation from the employer in the preceding Plan Year
in excess of $80,000, and, if the Company elects for the Plan Year and the
preceding Plan Year, such employee also was in

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the top 20 percent of employees when ranked on the basis of compensation paid
during such Plan Year. An employee shall be treated as a 5 percent owner if, at
any time during the Plan Year or the previous Plan Year, the employee was a 5
percent owner of the Company, as defined in Section 416(i) of the Code."

     5. Section 6.04(a), Actual Deferral Percentage, shall be amended after
paragraph (2) by the addition of a new paragraph (3) to read as follows:

         "Or (3) The Company shall contribute a minimum of 3% of Annual
Compensation for all Participants of this Plan, or to another defined
contribution plan in which all Non Highly Compensated Employees who are
Participants in this Plan are also participants, which contribution shall be
100% vested at all times and shall not be distributable earlier than the events
set forth in Section 6.03(c). Such contributions shall be credited to a separate
account for each Participant, which shall be named the Participant's "Basic
Contribution Account" if contributed to this Plan. If the Company elects this
option, then each year all Participants shall be informed within a reasonable
period of time prior to the beginning of the Plan Year, by a written notice from
the Company which is written in a manner calculated to be understood by the
average Participant, of the Participant's rights and obligations under the Plan,
and such notice shall be sufficiently accurate and comprehensive to appraise the
Participant of all such rights and obligations, in compliance with Code Section
401(k)(12)(D) and any Treasury Regulations promulgated thereunder."

     6. Section 6.04(c), concerning family aggregation rules, shall be deleted
in its entirety, and 6.04(d), (e), and (f) shall be relettered as (c), (d), and
(e).

     7. Section 6.05(a), concerning Excess Distributions, shall be amended for
the first sentence to read as follows:

         "(a) On or before the fifteenth day of the third month following the
end of each Plan Year, the Highly Compensated Employee having the highest
Elective Contributions shall have his portion of Excess Contributions
distributed to him until one of the tests set forth in Section 6.04 is
satisfied, or until his Elective Contributions equal the Elective Contributions
of the Highly Compensated Employee having the second highest Elective
Contributions."

     8. Section 6.05(d), concerning family aggregation rules, shall be deleted
in its entirety, and 6.05(e) shall be relettered as 6.05(d).

     9. Section 6.06(c), family aggregation rules, shall be deleted in its
entirety, and paragraphs 6.06(d), (e), and (f) shall be relettered (c), (d), and
(e).

     10. Section 6.07(a), concerning Excess Aggregate Contributions, shall be
amended by substituting the phrase "Matching Contributions" for the phrase
"actual contribution ratio" each place it appears.

     11. Section 6.07(e), family aggregation rules, shall be deleted in its
entirety, and paragraph 6.07(f) shall be relettered (e)

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     IN WITNESS WHEREOF, the Company has set its name hereto, by and through its
duly authorized officer.


                                                IVC INDUSTRIES, INC.

                                                By: /s/ IVC INDUSTRIES, INC.
                                                   -------------------------

                                                Date: September 15, 1998
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