Confidential information indicated by X's has been omitted and filed separately
with the Securities and Exchange Commission.

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID LAWS.

                             STOCK PURCHASE WARRANT

                To Subscribe for and Purchase Common Stock of 
                              IVC INDUSTRIES, INC.

      THIS CERTIFIES that, for value received, XXXXXXXXX, a New Jersey
corporation ("XXXXXXXXX"), or its transferee(s) (XXXXXXXXX or any such
transferee being a "Holder"), is entitled to subscribe for and purchase from IVC
INDUSTRIES, INC., a Delaware corporation (hereinafter called the "Corporation"),
at the price of $2.00 per share (such price, as from time to time to be adjusted
as hereinafter provided, being the "Warrant Exercise Price"), at any such time
on or prior to the latest date determined under the following paragraph, the
number of shares (the "Shares") of Common Stock (as defined below) determined
according to Section 1 below (subject to adjustment as hereinafter provided), of
fully paid and nonassessable shares of Common Stock, $.01 par value, of the
Corporation (the "Common Stock"), subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. This Warrant is issued in
conjunction with the Designated Party Term Guaranty being executed concurrently
herewith by XXXXXXXXX (the "Designated Party Term Guaranty"). This Warrant and
any warrant or warrants subsequently issued upon exchange or transfer hereof are
hereinafter collectively called the "Warrant" or "Warrants".

      Holder may not exercise this Warrant prior to October 31, 2000, but may
exercise it, in whole or in part, at any time on such date or thereafter until
October 31, 2002 or any such later date as the Term Note or Loan, as defined in
the Term Loan Agreement dated as of May 1, 1998 among the Corporation, The Chase
Manhattan Bank, as Agent, and the Banks party thereto (the "Term Loan
Agreement") shall be paid in full and no longer outstanding, and the Designated
Party Term Guaranty shall have terminated without having been drawn upon, after
which this Warrant shall expire.

      Section 1. Number of Shares. If the Term Note or Loan shall be outstanding
and not paid in full, the number of Shares which the Holder hereof shall be
entitled to purchase at the Warrant Exercise Price at any time shall be
determined by first comparing the XXXXXXXXXXXXXXXXXXXXXXXXXXX during each
Measuring Period against the relevant Benchmark (as such latter terms are
defined in the following two sentences). The term "XXXXXXXXXXXXXXXXXXXXXXXXXXX"
for a Measuring Period means the dollar amount of XXXXXXXXX actually made by the
Corporation, Hall Laboratories, Ltd. and International Vitamin Overseas Sales
Corp. from XXXXXXXXX and/or its affiliates during such Measuring Period of XXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXX whatsoever
<PAGE>

("XXXXXXX"). For purposes of this Section 1, the term "Measuring Period" means
one of the successive twelve-month periods of time with the first twelve month
period ending October 31, 1998, and each of the twelve month periods ending each
successive April 30 and October 31 as long as this Warrant is in force; and the
term "Benchmark" for each such Measuring Period means $24,000,000.

      Then, in any case under this Section 1 where the dollar amount of
XXXXXXXXXXXXXXXXXXXXXXXXXXX in such Measuring Period is less than the Benchmark,
the Holder shall be entitled to purchase that number of Shares equal to the
dollar amount of the shortfall divided by the Warrant Exercise Price. See
Example A on Exhibit A hereto.

      In any case under this Section 1, beginning with the Measuring Period
ending October 31, 1998, where the XXXXXXXXXXXXXXXXXXXXXXXXXXX for a given
Measuring Period exceeds the Benchmark, then the number of Shares which the
Holder shall otherwise be entitled to purchase under this Section 1 will be
reduced by a number of Shares ("Overage Shares") equal to (i) if the Holder is
then entitled to purchase any Shares under this Section 1, the excess, or (ii)
if the Holder is then not entitled to purchase any Shares under this Section 1,
fifty percent of the excess, of XXXXXXXXXXXXXXXXXXXXXXXXXXX over the Benchmark
for such Measuring Period, divided by the Warrant Exercise Price. See Examples B
and C on Exhibit A.

      The number of Shares at any time subject to this Warrant, as determined in
accordance with this Section 1, shall be vested at the end of each respective
Measuring Period, and shall be subject to increase by any number of Shares so
determined at the end of the next succeeding Measuring Period, and subject to
reduction by any number of Overage Shares for any prior Measuring Period in
accordance with the preceding paragraph, which new number shall then be vested
in turn; and so on.

      If the Term Note and Loan shall be paid in full and no longer outstanding
at any time prior to the expiration of this Warrant, the Holder shall continue
to be entitled to purchase the number of Shares as determined according to the
above paragraphs, but such number will be subject to reduction for any Overage
Shares arising under the second preceding paragraph in any Measuring Periods
occurring after such payment in full (but never less than zero); but if the
Designated Party Term Guaranty has not been drawn upon and has been terminated
in all respects, then the number of Shares vested and exercisable hereunder
shall be reduced to zero and this Warrant shall expire.

      Notwithstanding any other provisions of this Warrant, if the Designated
Party Term Guaranty is drawn down in whole or in part at any time, then the
Holder shall be entitled, in addition to the Shares which it is otherwise
entitled to purchase under this Section 1, to receive at its option one Share
for each $1.00 of the amount drawn down upon the Designated Party Term Guaranty,
all of which shares shall be vested and exercisable at the time of such
drawdown.

      Section 2. Exercise of Warrant.

            (a) Method of Exercise. The rights represented by this Warrant may
      be exercised by the Holder hereof, in whole at any time or from time to
      time in part, but not
<PAGE>

      as to a fractional share of Common Stock, by the surrender of this Warrant
      (properly endorsed) at the office of the Corporation at 500 Halls Mills
      Road, Freehold, New Jersey 07728 (or at such other agency or office of the
      Corporation in the United States as it may designate by notice in writing
      to the Holder hereof at the address of such Holder appearing on the books
      of the Corporation), and by payment to the Corporation of the Warrant
      Exercise Price in the manner described in paragraph (b) below, for each
      share being purchased.

            (b) The Holder may make payment in respect of the exercise of this
      Warrant as follows:

                  (i) Cash Exercise. By payment to the Corporation of the
            Warrant Exercise Price in cash or by certified or official bank
            check, for each share being purchased:

                  (ii) Notes Exercise. By surrender to the Corporation of any
            promissory notes or other obligations issued by the Corporation,
            with all such notes or other obligations of the Corporation so
            surrendered being credited against the Warrant Exercise Price in an
            amount equal to the principal amount thereof plus the amount of any
            accrued and unpaid interest thereon to the date of such surrender;

                  (iii)Combined Payment Method. By satisfaction of the Warrant
            Exercise Price for each share being acquired in any combination of
            the methods described in clauses (i) or (ii) above.

            (c) Delivery of Certificates. Etc. In the event of any exercise of
      the rights represented by this Warrant, a certificate or certificates for
      the shares of Common Stock so purchased, registered in the name of the
      Holder, shall be delivered to the Holder hereof within a reasonable time,
      not exceeding ten days, after the rights represented by this Warrant shall
      have been so exercised; and, unless this Warrant has expired, a new
      Warrant representing the number of shares (except a remaining fractional
      share), if any, with respect to which this Warrant shall not then have
      been exercised shall also be issued to the Holder hereof within such time.
      The person in whose name any certificate for shares of Common Stock is
      issued upon exercise of this Warrant shall for all purposes be deemed to
      have become the Holder of record of such shares on the date on which the
      Warrant was surrendered and payment of the Warrant Exercise Price and any
      applicable taxes was made, except that, if the date of such surrender and
      payment is a date on which the stock transfer books of the Corporation are
      closed, such person shall be deemed to have become the Holder of such
      shares at the close of business on the next succeeding date on which the
      stock transfer books are open.

      Section 3. Adjustment of Number of Shares. Upon each adjustment of the
Warrant Exercise Price as provided in Section 4, the Holder of this Warrant
shall thereafter be entitled to purchase, at the Warrant Exercise Price
resulting from such adjustment, the number of shares (calculated to the nearest
tenth of a share) obtained by multiplying the Warrant Exercise Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto
<PAGE>

immediately prior to such adjustment and dividing the product thereof by the
Warrant Exercise Price resulting from such adjustment.

      Section 4. Adjustment of Price Upon Issuance of Common Stock. The Warrant
Exercise Price shall be subject to adjustment from time to time as follows:

            (a) If the Corporation shall issue, after the date hereof, any
      Additional Stock (as hereinafter defined) without consideration or for a
      consideration per share less than the Warrant Exercise Price in effect
      immediately prior to the issuance of such Additional Stock, the Warrant
      Exercise Price in effect immediately prior to each such issuance shall
      forthwith be reduced to an amount equal to such lower purchase price for
      such Additional Stock (or in the case of options and similar securities,
      the consideration received for the option and to be received upon exercise
      of such option), or, if for no consideration, $.01.

            (b) "Additional Stock" as used herein shall mean any shares of
      Common Stock issued (or deemed to have been issued) or rights, warrants,
      options or other exchangeable securities convertible into Common Stock
      (including shares of Common Stock held in the Corporation's treasury) by
      the Corporation after the date hereof; provided, that, the term
      "Additional Stock" shall not include any Common Stock, or any rights,
      warrants, options or other exchangeable securities convertible into Common
      Stock, presently existing or hereafter issued or deemed issued under the
      Corporation's existing stock option and employee benefit programs.

            (c) Except to the limited extent provided for in paragraph (h), no
      adjustment of the Warrant Exercise Price pursuant to this Section 4 shall
      have the effect of increasing the Warrant Exercise Price above the Warrant
      Exercise Price in effect immediately prior to such adjustment.

            (d) No adjustment in the Warrant Exercise Price shall be required
      unless such adjustment would require an increase or decrease of at least
      one cent ($.0l) in the Warrant Exercise Price; provided, however, that any
      adjustments which by reason of this paragraph (d) are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment required to be made hereunder. All calculations under this
      paragraph (d) shall be made to the nearest one cent ($.01). In the case of
      the issuance of Common Stock for cash, the consideration shall be deemed
      to be the amount of cash paid therefor before deducting any reasonable
      discounts, commissions or other expenses allowed, paid or incurred by the
      Corporation for any underwriting or otherwise in connection with the
      issuance and sale thereof.

            (e) In the case of the issuance of Common Stock for a consideration
      in whole or in part other than cash, the consideration other than cash
      shall be deemed to be the fair value thereof as determined in good faith
      by the Board of Directors.

            (f) In the case of the issuance (whether before, on or after the
      date hereof) of options to purchase or rights to subscribe for Common
      Stock, securities by their terms convertible into or exchangeable for
      Common Stock or options to purchase or rights to
<PAGE>

      subscribe for such convertible or exchangeable securities, the following
      provisions shall apply for all purposes of this Section 4:

                  (i) The aggregate maximum number of shares of Common Stock
            deliverable upon exercise (assuming the satisfaction of any
            conditions to exercisability including, without limitation, the
            passage of time, but without taking into account potential
            antidilution adjustments) of such options to purchase or rights to
            subscribe for Common Stock shall be deemed to have been issued at
            the time such options or rights were issued and for a consideration
            equal to the consideration (determined in the manner provided in
            paragraph (e) and this paragraph (f)), if any, received by the
            Corporation upon the issuance of such options or rights plus the
            minimum exercise price provided in such options or rights (without
            taking into account potential antidilution adjustments) for the
            Common Stock covered thereby.

                  (ii) The aggregate maximum number of shares of Common Stock
            deliverable upon conversion of or in exchange (assuming the
            satisfaction of any conditions to convertibility or exchangeability
            including, without limitation, the passage of time, but without
            taking into account potential antidilution adjustments) for any such
            convertible or exchangeable securities or upon the exercise of
            options to purchase or rights to subscribe for such convertible or
            exchangeable securities and subsequent conversion or exchange
            thereof, shall be deemed to have been issued at the time such
            securities were issued or such options or rights were issued and for
            a consideration equal to the consideration, if any, received by the
            Corporation for any such securities and related options or rights
            (excluding any cash received on account of accrued interest or
            accrued dividends), plus the minimum additional consideration, if
            any, to be received by the Corporation (without taking into account
            potential antidilution adjustments) upon the conversion or exchange
            of such securities or the exercise of any related options or rights
            (the consideration in each case to be determined in the manner
            provided in paragraph (e) and this paragraph (f)).

                  (iii) In the event of any change in the number of shares of
            Common Stock deliverable or in the consideration payable to the
            Corporation upon exercise of such options or rights or upon
            conversion of or in exchange for such convertible or exchangeable
            securities, the Warrant Exercise Price, to the extent in any way
            affected by or computed using such options, rights or securities,
            shall be recomputed to reflect such change, but no further
            adjustment shall be made for the actual issuance of Common Stock or
            any payment of such consideration upon the exercise of any such
            options or rights or the conversion or exchange of such securities.

                  (iv) Upon the expiration of any such options or rights, the
            termination of any such rights to convert or exchange or the
            expiration of any options or rights related to such convertible or
            exchangeable securities, the Warrant Exercise Price, to the extent
            in any way affected by or computed using such options, rights or
<PAGE>

            securities or options or rights related to such securities, shall be
            recomputed to reflect the issuance of only the number of shares of
            Common Stock (and convertible or exchangeable securities which
            remain in effect) actually issued upon the exercise of such options
            or rights, upon the conversion or exchange of such securities or
            upon the exercise of the options or rights related to such
            securities.

                  (v) The number of shares of Common Stock deemed issued and the
            consideration deemed paid therefor pursuant to subparagraphs (i) and
            (ii) shall be appropriately adjusted to reflect any change,
            termination or expiration of the type described in either
            subparagraph (iii) or (iv).

            (g) In the event the Corporation should at any time or from time to
      time after the date hereof fix a record date for the effectuation of a
      split or subdivision of the outstanding shares of Common Stock or the
      determination of Holders of Common Stock entitled to receive a dividend or
      distribution payable in additional shares of Common Stock or Common Stock
      equivalents without payment of by any such Holder for the additional
      shares of Common Stock or the Common Stock equivalents (including the
      additional shares of Common Stock issuable upon conversion or exercise
      thereof), then, as of such record date (or the date of such dividend
      distribution, split or subdivision if no record date is fixed), the
      Warrant Exercise Price shall be appropriately decreased so that the number
      of shares of Common Stock issuable upon exercise of the Warrants shall be
      increased in proportion to such increase in the aggregate of shares of
      Common Stock outstanding and those issuable with respect to such Common
      Stock equivalents.

            (h) If the number of shares of Common Stock outstanding at any time
      after the date hereof is decreased by a combination of the outstanding
      shares of Common Stock, then, following the record date of such
      combination, the Warrant Exercise Price shall be appropriately increased
      so that the number of shares of Common Stock issuable upon exercise of the
      Warrants shall be decreased in proportion to such decrease in outstanding
      shares.

            (i) In case the Corporation shall take a record of the Holders of
      its Common Stock for the purpose of entitling them (i) to receive a
      dividend or other distribution payable in Common Stock, options or
      convertible securities convertible or exchangeable into Common Stock, or
      (ii) to subscribe for or purchase Common Stock, options or securities
      convertible or exchangeable into Common Stock, then such record date shall
      be deemed to be the date of the issue or sale of the shares of Common
      Stock deemed to have been issued or sold upon the declaration of such
      dividend or the making of such other distribution or the date of the
      granting of such right of subscription or purchase, as the case may be,
      provided that such shares of Common Stock, options or securities
      convertible or exchangeable into Common Stock shall in fact have been
      issued or sold.

            (j) If at any time or from time to time there shall be a
      recapitalization of the Common Stock (other than a subdivision,
      combination or merger or sale of assets transaction provided for elsewhere
      in this Section 4), provision shall be made so that the
<PAGE>

      Holders of the Warrants shall thereafter be entitled to receive upon the
      basis and the terms and conditions specified herein and in lieu of the
      shares of Common Stock immediately theretofore receivable upon exercise of
      such Warrants the number of shares of stock or other securities or
      property of the Corporation or otherwise, to which a Holder of Common
      Stock deliverable upon conversion would have been entitled on such
      recapitalization. In any such case, appropriate adjustment shall be made
      in the application of the provisions of this Section 4 with respect to the
      rights of the Holders of the Warrants after the recapitalization to the
      end that the provisions of this Section 4 (including adjustment of the
      Warrant Exercise Price then in effect and the number of shares issuable
      upon exercise of the Warrants) shall be applicable after that event as
      nearly equivalent as may be practicable.

            (k) The Corporation will not, by amendment of its Certificate of
      Incorporation or through any reorganization, recapitalization, exchange or
      conversion of Common Stock or other securities, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any
      other voluntary action dilute the voting power or rights to which the
      Holder is or would be entitled under this Warrant or any Shares which it
      may be entitled to purchase hereunder, or avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Corporation, but will at all times in good faith assist
      in the carrying out of all the provisions of this Section 4 and in the
      taking of all such action as may be necessary or appropriate in order to
      protect the exercise rights of the Holders of the Warrants against
      impairment.

            (l) If any capital reorganization or reclassification of the capital
      stock of the Corporation, or consolidation or merger of the Corporation
      with and into another corporation, or the sale of all or substantially all
      of its assets to another corporation, shall be effected while this Warrant
      is outstanding in such a manner that Holders of shares of Common Stock
      shall be entitled to receive stock, securities or assets with respect to
      or in exchange for Common Stock, then, as a condition of such
      reorganization or reclassification, consolidation, merger or sale, lawful
      and adequate provision shall be made whereby each Holder shall thereafter
      have the right to receive upon the basis and upon the terms and conditions
      specified herein and in lieu of the shares of Common Stock immediately
      theretofore receivable upon exercise of such Warrant, such shares of
      stock, securities or assets as may be issued or payable with respect to or
      in exchange for a number of outstanding shares of such Common Stock equal
      to the number of shares of such Common Stock immediately theretofore so
      receivable had such reorganization or reclassification, consolidation,
      merger or sale not taken place, and in such case appropriate provision
      shall be made with respect to the rights and interests of the Holders of
      the Warrants to the end that the provisions hereof (including, without
      limitation, provisions for adjustment of the Warrant Exercise Price and of
      the number of shares of Common Stock issuable upon thereof) shall
      thereafter be applicable, as nearly as may be possible, in relation to any
      shares of stock, securities or assets thereafter deliverable upon the
      exercise of the Warrants. The Corporation shall not effect any such
      consolidation, merger or sale unless prior thereto or simultaneously
      therewith the survivor or successor corporation (if other than the
      Corporation) resulting from such consolidation or merger or the
      corporation purchasing such assets shall assume by written instrument
      executed and 
<PAGE>

      mailed or delivered to each Holder of Warrants, the obligation to deliver
      to such Holder of Warrants such shares of stock, securities or assets as,
      in accordance with the foregoing provisions, such Holder of Warrants may
      be entitled to receive, and containing the express assumption of such
      successor corporation of the due and punctual performance and observance
      of every provision of the Warrants to be performed and observed by the
      Corporation and of all liabilities and obligations of the Corporation
      hereunder with respect to the Warrants.

            (m) Upon the occurrence of each adjustment or readjustment of the
      Warrant Exercise Price pursuant to this Section 4, the Corporation, at its
      expense, shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and prepare and furnish to each Holder of
      Warrants a statement, setting forth such adjustment or readjustment and
      showing in detail the facts upon which such adjustment or readjustment is
      based. The Corporation shall, upon the written request at any time of any
      Holder of Warrants, furnish or cause to be furnished to such Holder a like
      certificate setting forth (i) such adjustment and readjustment, (ii) the
      Warrant Exercise Price at the time in effect, and (iii) the number of
      shares of Common Stock and the amount, if any, of other property which at
      the time would be received upon the exercise of such Warrants.

            (n) The Corporation will at all times reserve and keep available out
      of its authorized Common Stock or its treasury shares, solely for the
      purpose of issue upon the exercise of this Warrant as herein provided,
      such number of shares of Common stock as shall then be issuable upon the
      exercise of this Warrant. The Corporation covenants that all shares of
      Common Stock which shall be so issued shall be duly and validly issued and
      fully paid and nonassessable and free from all taxes, liens and charges
      with respect to the issue thereof, and, without limiting the generality of
      the foregoing, the Corporation covenants that it will from time to time
      take all such action as may be requisite to assure that the par value per
      share of the Common Stock is at all times equal to or less than the
      effective Warrant Exercise Price. The Corporation will take all such
      action as may be necessary to assure that all such shares of Common Stock
      may be so issued without violation of any applicable law or regulation, or
      of any requirements of any national securities exchange upon which the
      Common Stock of the Corporation may be listed. The Corporation will not
      take any action which results in any adjustment of the Warrant Exercise
      Price if the total number of shares of Common Stock issued and issuable
      after such action upon exercise of the Warrants would exceed the total
      number of shares of Common Stock then authorized by the Corporation's
      Certificate of Incorporation. The Corporation has not granted and will not
      grant any right of first refusal with respect to shares issuable upon
      exercise of this Warrant, and there are no preemptive rights associated
      with such shares.

            (o) The issuance of certificates for shares of Common Stock upon
      exercise of the Warrants shall be made without charge to the Holders of
      such Warrants for any issuance tax in respect thereof provided that the
      Corporation shall not be required to pay any tax which may be payable in
      respect of any transfer involved in the issuance and delivery of any
      certificate in a name other than that of any Holder of the Warrants.
<PAGE>

            (p) The Corporation will at no time close its transfer books against
      the transfer of the shares of Common Stock issued or issuable upon the
      exercise of this Warrant in any manner which interferes with the timely
      exercise of this Warrant.

            (q) As used herein the term "Common Stock" shall mean and include
      the Common Stock, $.01 par value, of the Corporation as presently
      authorized _____________________, and also any capital stock of any class
      of the Corporation hereinafter authorized which shall not be limited to a
      fixed sum or percentage in respect of the rights of the Holders thereof to
      participate in dividends or in the distribution of assets upon the
      voluntary or involuntary liquidation, dissolution or winding up of the
      Corporation, and any other common stock or such capital stock arising from
      any reorganization, reclassification, exchange, consideration or merger,
      in order to maintain the voting and other rights of Holders relative to
      all other common or capital stock of the Corporation or any successor. As
      of the date hereof, 17,127,392 shares of Common Stock are outstanding, all
      of which have been duly authorized and validly issued and are fully paid
      and nonassessable. Except as set forth on Schedule I hereto, there are no
      rights, warrants, options or other exchangeable securities convertible
      into Common Stock (including shares of Common Stock held in the
      Corporation's treasury).

      Section 5. Notices of Record Dates. In the event of

            (1) any taking by the Corporation of a record of the Holders of any
      class of securities for the purpose of determining the Holders thereof who
      are entitled to receive any dividend or other distribution, or any right
      to subscribe for, purchase or otherwise acquire any shares of stock of any
      class or any other securities or property, or to receive any other right,
      or

            (2) any capital reorganization of the corporation, any
      reclassification or recapitalization of the capital stock of the
      Corporation or any transfer of all or substantially all the assets of the
      Corporation to or consolidation or merger of the Corporation with or into
      any other corporation, or

            (3) any voluntary or involuntary dissolution, liquidation or
      winding-up of the Corporation,

then and in each such event the Corporation will give notice to the Holder of
this Warrant specifying (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right and stating the amount and
character of such dividend, distribution or right, and (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the Holders of record of Common
Stock will be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 30 days and not more than 90
days prior to the date therein specified.
<PAGE>

      Section 6. Registration Rights. The rights of the Holder hereof with
respect to the registration under the Securities Act of the shares of Common
stock issuable upon the exercise of this Warrant are set forth in the
Registration Rights Agreement, dated as of May 1, 1998, between the Corporation
and XXXXXXXXX.

      Section 7. No Stockholder Rights or Liabilities. This Warrant shall not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Corporation. No provision hereof, in the absence of affirmative action by
the Holder hereof to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of the Holder hereof, shall give rise to any
liability of such Holder for the Warrant Exercise Price or as a stockholder of
the Corporation, whether such liability is asserted by the Corporation or by
creditors of the Corporation.

      Section 8. Investment Representation and Legend. The Holder, by acceptance
of the Warrant, represents and warrants to the Corporation that it is acquiring
the Warrant and the shares of Common Stock (or other securities) issuable upon
the exercise hereof for investment purposes only and not with a view towards the
resale or other distribution thereof and agrees that the Corporation may affix
upon this Warrant the following legend:

            "Neither this Warrant nor the shares issuable upon the exercise of
      this Warrant have been registered under the Securities Act of 1933, as
      amended, or any applicable state securities laws and may not be sold or
      transferred in the absence of registration or an exemption therefrom under
      said laws."

The Holder, by acceptance of this Warrant, further agrees that the Corporation
may affix the following legend to certificates for shares of Common Stock issued
upon exercise of this Warrant:
<PAGE>

            "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
      UNLESS THEY HAVE BEEN REGISTERED UNDER SAID LAWS OR UNLESS IN THE OPINION
      OF COUNSEL SATISFACTORY TO THE CORPORATION AN EXEMPTION FROM REGISTRATION
      IS AVAILABLE."

      Section 9. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant
is lost, stolen, mutilated or destroyed, the Corporation may, on such terms as
to indemnity or otherwise as it may in its discretion reasonably impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original
contractual obligation of the Corporation, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.

      Section 10. Notices. All notices, requests and other communications
required or permitted to be given or delivered hereunder shall be in writing,
and shall be delivered, or shall be sent by certified or registered mail,
postage prepaid and addressed, if to the Holder to such Holder at the address
shown on such Holder's Warrant or Warrant Shares or at such other address as
shall have been furnished to the Corporation by notice from such Holder. All
notices, requests and other communications required or permitted to be given or
delivered hereunder shall be in writing, and shall be delivered, or shall be
sent by certified or registered mail, postage prepaid and addressed to the
Corporation at such address as shall have been furnished to the Holder by notice
from the Corporation.

      Section 11. Transfers. XXXXXXXXX or any transferee or Holder of this
Warrant may freely transfer its interests in all or any part of this Warrant at
any time, but prior to the date three years from the date of this Warrant, no
transfers of this Warrant may be made except if the transferee is an affiliate
of the transferor, or if the Corporation shall otherwise consent.

      IN WITNESS WHEREOF, IVC INDUSTRIES, INC. has executed this Warrant on and
as of the day and year first above written.

Dated:  As of May 1, 1998           IVC INDUSTRIES, INC.


                                    By:  /s/ I. Alan Hirschfeld
                                    Name:
                                    Title:
<PAGE>

                             SUBSCRIPTION AGREEMENT

To:

Dated:

      The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase [_____] shares of Common
Stock covered by such Warrant, and makes payment herewith in full therefor at
the price per share provided by such Warrant [specify method of payment as
provided in the Warrant].


                                    Signature
                                             -----------------------------------
                                    --------------------------------------------

                                    Address
                                             -----------------------------------
                                    --------------------------------------------
<PAGE>

                                    EXHIBIT A

Example A: At October 31, 1998

Actual XXXXXXXXX Prior Twelve Months:                $20 million

Less Base Period XXXXXXXXXXXXXXXXXXXX:               $24 million

                        Shortfall                    $4 million

Warrant Allows the Purchase of 2,000,000 Shares at $2.00

--------------------------------------------------------------------------------
Example B: At April 30, 1999

Actual XXXXXXXXX Prior Twelve Months:                $25 million

Less  Base Period XXXXXXXXXXXXXXXXXXXX:              $24 million

                        Overage                      $1 million

Overage Shares equal 500,000 shares (at $2.00)

Thus, starting with the Example A balance, the new Warrant balance equals
1,500,000 Shares as of April 30, 1999

--------------------------------------------------------------------------------
Example C: At October 31, 1999

Actual XXXXXXXXX Prior Twelve Months:                $28 million

Less  Base Period XXXXXXXXXXXXXXXXXXXX:              $24 million

                  Period Overage                     $4 million

Of Period Overage, $3,000,000, or 1,500,000 Shares (at $2.00), is applied to
Warrant balance, bringing the cumulative Warrant balance to zero.

            Therefore, Period Overage                $4 million

                  Less Period Overage applied        $3 million

                  Surplus                            $1 million

Surplus Carried Forward to the next period:  50% of $1 million or
                                              $0.5 million

Overage Shares of 250,000 Shares (at $2.00) are carried forward to next period.