AMENDMENT TO EMPLOYMENT AGREEMENT

            AMENDMENT, dated as of February 1, 1998, between IVC INDUSTRIES,
INC. (the "Company"), a Delaware corporation, and E. JOSEPH EDELL ("Edell"),
amending the Employment Agreement, dated April 28, 1995 (the "Employment
Agreement").

            The Company and Edell agree that the Employment Agreement is hereby
amended as follows:

            1. The first two sentences of Section 2 are amended to read in their
entirety as follows:

            Edell's "term of employment," as such phrase is used throughout this
            Agreement, shall mean the period beginning on February 1, 1998 and
            ending on January 31, 2000, inclusive of these dates, unless
            extended pursuant to the next sentence or terminated as provided in
            Section 4 hereof. The term of employment shall be automatically
            extended without further action by the parties for additional,
            successive one-year periods, beginning on the anniversary date
            hereof and ending on the day preceding the next anniversary date
            hereof, unless earlier terminated by either party upon 3 months'
            notice to the other party.

            2. Section 3 is amended to read in its entirety as follows:

                  (a) the Company shall pay Edell a base salary for each year of
            his term of employment, payable in accordance with the Company's
            customary payroll practices, equal to the following per annum
            amounts:

            2/1/98 - 1/31/99:             $312,500

            2/1/99 - 1/31/00:             $343,750

            It is understood that the Company may only increase such annual base
            salary, at the discretion of its Board of Directors, subsequent to
            August 31, 1999. Edell's base salary for any subsequent one-year
            extension period is to be determined by good faith negotiations
            between Edell and the Company.

                  (b) In addition to the base salary provided for in Section
            3(a) hereof, on each January 31 during his term of employment, Edell
            shall be entitled to performance-based bonus compensation in an
            amount equal to the sum of (i) his base salary on such January 31
            multiplied by (ii) the percentage increase, if any, in the income
            before income taxes of the Company for the 12-month period ended on
            such January 31 over the income before income taxes of the Company
            for the 


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            12-month period ended the prior January 31, in each case calculated
            in accordance with the financial statements included in the
            Company's Forms 10-Q and 10-K filed with the U.S. Securities and
            Exchange Commission (the "Financial Statements"). Such
            performance-based bonus compensation, if any, shall be payable (x)
            with respect to the 12-month period ended January 31, 1999, on
            September 1, 1999, and (y) with respect to subsequent 12-month
            periods ended January 31, 30 days subsequent to the filing of the
            Company's Form 10-Q with the U.S. Securities and Exchange Commission
            for the quarterly period ended such January 31; provided, however,
            that no such performance based bonus compensation shall be payable
            if, at the time of a proposed payment, an Event of Default exists
            under the Company's financing arrangements with its banks.


                  (c) The Company may, in its discretion, from time to time,
            grant Edell options ("Options") to purchase shares of the Company's
            common stock pursuant to the Company's 1995 Stock Option Plan (the
            "Plan"), which Options shall have the terms set forth in the Plan.

            3. Except as expressly amended hereby, no other changes, additions
or deletions are intended to be made to the Employment Agreement, and as hereby
amended the Employment Agreement remains in full force and effect.


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            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

                                    IVC INDUSTRIES, INC.

                                    By: /s/ I. Alan Hirschfeld
                                        ----------------------
                                       Name:
                                       Title:


                                        /s/ E. Joseph Edell
                                    --------------------------
                                    E. Joseph Edell


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