EMPLOYMENT AGREEMENT

This employment agreement (Agreement) is entered into as of this 30th day of
November, 1998 by and between IVC Industries, Inc. with the address of 500 Halls
Mill Road, Freehold, NJ 07728 ("IVC" or the "Company") and Jesus Febus with a
home address of 313 Stevens Avenue, Jersey City, NJ 07305.

Whereas, IVC desires to employ the services of Mr. Febus utilizing his knowledge
and expertise as a full-time employee without the distraction of employment
related uncertainties and considers such employment in the best interests of the
Company and its shareholders, and Mr. Febus desires to be employed full-time by
the Company; and

Whereas, IVC and Mr. Febus desire to enter into an Agreement reflecting the
terms under which Mr. Febus will be employed by the Company for a two (2) year
period.

Now, therefore, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:

            1.  Term. This Agreement will remain in effect for a period of two
                (2) years and will be renewed automatically for succeeding
                periods of two (2) years unless sooner terminated as provided in
                sections 6 and 7 below.

            2.  Nature of Employment. Mr. Febus shall be employed as Vice
                President, Information Technology of IVC with full power and
                authority as determined by the Board of Directors of IVC (the
                "Board"). Mr. Febus agrees to diligently and faithfully perform
                such duties and serve in the above capacity or such capacities
                as the Board of Directors of the Company shall determine from
                time to time. The duties to be performed by Mr. Febus are to be
                in line with the customary duties for this position in the
                Information Technologies Industry.

            Mr. Febus' duties include but are not limited to the following:

                a. Report to the Chief Executive Officer of the Company.
                b. Manage the Information Technology function corporate-wide.
                c. Provide support to the company strategic direction.
                d. Manage the budget allocated to the Information Technology
                   function.


            3.  Compensation for Services. As consideration to Mr. Febus for
                services rendered under this Agreement, IVC shall compensate Mr.
                Febus as follows:

            (a) Base salary. Mr. Febus shall receive a minimum base salary of
                $125,000 per year, to be reviewed annually by the Chief
                Executive Officer.

            (b) Incentive Compensation. Incentive compensation may be awarded as
                determined by the Board of Directors, based on the executive's
                performance.
<PAGE>

            (c) Benefits. Mr. Febus shall be entitled to all other benefits
                normally accorded to full time employees of IVC and to members
                of the IVC Board of Directors, including medical insurance and
                life insurance for Mr. Febus' family, holidays, etc. as
                consistent with other key senior management personnel or as may
                be decided by the Company if said items are discretionary with
                the Company.

            (d) Mr. Febus shall be entitled to a minimum of 50,000 incentive
                stock options at a price of $0.875 per share. Mr. Febus will
                receive 25,000 incentive stock options on November 30, 1998. Mr.
                Febus will receive the remaining incentive stock options on
                November 30, 1999.

            (e) Mr. Febus will be entitled to three (3) weeks of vacation per
                year.

            (f) Mr. Febus shall be entitled to all health and sick leave as is
                accorded to other key senior management personnel.

            4.  Responsibilities of Executive. The responsibilities of Mr. Febus
                under this Agreement are as follows:

            (a) Mr. Febus agrees to serve IVC for the term of employment
                specified in Section 1 above. Mr. Febus agrees to (i) devote his
                full business time to the business and affairs of IVC, and (ii)
                use his best efforts to promote the interests of IVC, and (iii)
                perform faithfully and efficiently the responsibilities assigned
                to him and listed in Section 2 above.

            (b) During the term of this Agreement, Mr. Febus shall not perform
                services for any person or entity that competes directly or
                indirectly with the Company. Mr. Febus agrees to disclose in
                writing to the Board any non-Company activities for which Mr.
                Febus receives compensation for services rendered. If the Board
                deems such activities to be excessive and to conflict with Mr.
                Febus' full time commitment, then the Company shall notify Mr.
                Febus in writing to limit those activities to periods in which
                no time conflict occurs.

            (c) Mr. Febus agrees to abide by general Company policies as the
                same are duly adopted by the Board from time to time, so long as
                such policies do not conflict with the terms and conditions of
                this Agreement.

            5.  Confidentiality and Non-Disclosure Agreement. Mr. Febus hereby
                agrees that he will not at any time, without the express written
                consent of the Company: (i) disclose, directly or indirectly,
                any Confidential Information (as defined below) to anyone
                outside the employ of the Company, or (ii) use, directly or
                indirectly, any confidential information for the benefit of
                anyone other than the Company.

                Confidential Information as used herein means all information of
                a business or technical nature disclosed to, learned or
                developed by Mr. Febus in the course of his employment by the
                Company, which information relates to the business of the
                Company or the business of any customer of the Company, or the
                business of any other person, firm, corporation, or other entity
                which consults with the Company in connection with the business
                which is generally not known in the vitamin or soft gelatin
                industry. Confidential Information shall include, but is not


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<PAGE>

                limited to, information and knowledge pertaining to soft gelatin
                capsule formulation or manufacture, vitamin formulation,
                manufacturing processes, procedures, packaging, developments,
                improvements, methods or operation, sales and profit figures,
                customer and client lists, credit and other financial
                information about the Company or their customers, and
                relationships between the Company and its customers, clients and
                others who have business dealings with the Company.

            6.  Terminations by the Company. The Board of Directors may
                terminate the employment of Mr. Febus at any time with or
                without cause, and in such event the following shall apply.
                "Cause" for termination shall be defined as gross neglect by the
                Executive of his duties hereunder, willful failure by the
                Executive of a felony committed during the term of this
                Agreement, or of any lesser crime or offense involving the
                property of the Company or any of its subsidiaries or
                affiliates, gross malfeasance by the Executive in connection
                with the performance of his duties hereunder, willful engagement
                in conduct by the Executive to perform his duties and
                responsibilities which he has reason to know is materially
                injurious to the Company.

            (a) In the event of termination for cause, as defined above, by IVC,
                all salary and other benefits paid or provided to the Executive
                hereunder shall cease as of the date of the termination, and the
                Company shall have no further obligations to the Executive. Upon
                a finding by the Board of Directors that the Executive has
                willfully failed or refused to observe or perform his duties or
                grossly neglected his duties as specifically set forth in
                Section 4 hereof. IVC may terminate this Agreement for cause
                provided that the Board of Directors has first notified the
                Executive at least thirty (30) days after each such occasion to
                remedy such breach of duty.

            (b) In the event of termination by IVC without cause, except as
                provided in Section 6(c) hereof, the Company agrees to provide
                the Executive with the following:

                     (i) Mr. Febus shall receive an amount equal to twelve (12)
                     months base salary plus the value of the other employment
                     benefits accrued at the time of termination that Mr. Febus
                     would have received under this Agreement but for such
                     termination. Such amount shall be payable to Mr. Febus in
                     bimonthly installments over a period of twelve (12) months
                     following termination.

                     (ii) The definition of termination without case shall
                     include, but not be limited to, any termination relating to
                     a continuous disability or incapacity of Mr. Febus which
                     prevents him from performing his duties for a period of not
                     less than three (3) months as determined by any independent
                     licensed medical doctor. The definition of termination
                     without cause shall also include the non-renewal of this
                     agreement by the Company.

            (c) IVC shall be entitled to terminate this Agreement upon a finding
                of the Board that Mr. Febus has willfully failed to observe or
                perform his obligations or duties as specifically set forth in
                Section 4 hereof, provided that the Board has first notified Mr.
                Febus on two separate occasions of such failure and has given
                Mr. Febus at least thirty (30) days after each


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<PAGE>

                such occasion to remedy such willful breach of duty. In the
                event of a termination under this Section 6(c), IVC shall
                provide Mr. Febus with an amount equal to six (6) months base
                salary. Such amounts shall be payable to Mr. Febus in bimonthly
                installments over a period of six (6) months following
                termination.

            7.  Resignation by Executive. Mr. Febus may terminate this Agreement
                and his employment with IVC at any time with our without cause.
                In the event of termination by Mr. Febus with cause, he shall
                receive an amount equal to twelve (12) months base salary plus
                the value of the other employment benefits accrued at the time
                of termination that Mr. Febus would have received under this
                Agreement but for such termination. Such amount shall be payable
                to Mr. Febus in bimonthly installments over a period of twelve
                (12) months following termination. For purposes of this Section
                7, the Executive termination "for cause" shall be defined as
                termination for IVC's willful or permanent breach of its
                obligations under this Agreement.

            8.  Governing Law. The Agreement shall be governed by and construed
                in accordance with the laws of the State of New Jersey. In the
                event of any dispute under this Agreement, it shall be resolved
                through binding arbitration in accordance with the rules of the
                American Arbitration Association.

            9.  Validity. The invalidity or unenforceability of any provision or
                any provisions of this Agreement shall not effect the validity
                or enforceability of any other provision of the Agreement, which
                shall remain in full force and effect.

            10. Entire Agreement. This Agreement constitutes the entire
                understanding between the parties with respect to the subject
                matter hereof, superseding all negotiations, prior discussions
                and preliminary agreements. This Agreement may not be amended
                except in writing executed by the parties hereto. 11. Effect on
                Successors in Interest. This Agreement shall inure to the
                benefit of and be binding upon heirs, administrators, executors,
                successors and assigns of each of the parties hereto.

            11. Effect on Successors in Interest. This Agreement shall inure to
                the benefit of and be binding upon heirs, administrators,
                executors, successors and assigns of each of the parties hereto.

            12. Notices. Any notice required or permitted hereunder shall be
                given in writing and shall be deemed effectively given upon
                personal delivery, including by facsimile, or by recognized
                courier (such as Federal Express), or three (3) business days
                after deposit in the United States mail, by registered or
                certified mail, addressed to a party at its address shown below
                or at such other address or facsimile number as such party may
                designate in writing to the other party pursuant to this
                section.

            13. Assignment. IVC must assign this agreement and delegate all its
                rights, duties and obligations hereunder, whether in whole or in
                part to any parent, affiliate, successor, or subsidiary
                organization or company of IVC or corporation with which IVC may
                merge or consolidate or which acquires by purchase or otherwise
                all or substantially all of IVC assets, subject to the
                provisions of Section 6(d), but such assignment shall not
                release IVC from its obligations under this Agreement. The
                Executive shall have no right to assign this Agreement.


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<PAGE>

            14. Severability. If any court of competent jurisdiction should find
                any provision of this Agreement invalid or unenforceable, for
                any reason, the remaining portion or portions hereof shall
                nevertheless be valid, enforceable and carried into effect,
                unless to do so would clearly violate the present legal and
                valid intention of the parties hereto.

In witness whereof, the Company has caused this Agreement to be signed by a duly
authorized officer, and Mr. Febus has signed this Agreement.


      The Company:

            IVC Industries, Inc.
            500 Halls Mill Road
            Freehold, NJ 07728


      By: /s/ E. Joseph Edell
          -------------------------
          E. Joseph Edell
          Chief Executive Officer

      Executive:


          /s/ Jesus Febus
          -------------------------
         Jesus Febus


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