AMENDMENT TO EMPLOYMENT AGREEMENT

            AMENDMENT, dated as of February 1, 1998, between IVC INDUSTRIES,
INC. (the "Company"), a Delaware corporation, and ANDREW M. PINKOWSKI
("Pinkowski"), amending the Employment Agreement, dated April 30, 1996 (the
"Employment Agreement").

            The Company and Pinkowski 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:

            Pinkowski's "term of employment," as such phrase is used throughout
            this Agreement, shall mean the period beginning on February 1, 1998
            and ending on April 30, 1999, inclusive of these dates, unless
            earlier terminated as provided in Section 4 hereof.

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

                  (a) the Company shall pay Pinkowski a base salary for his term
            of employment, payable in accordance with the Company's customary
            payroll practices, equal to $112,500.

                  (b) In addition to the base salary provided for in Section
            3(a) hereof, on January 31, 1999, Pinkowski 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 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 on September 1, 1999;
            provided, however, that no such performance based bonus compensation
            shall be payable if, at the time of the 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 Pinkowski 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.


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            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/ Andrew M. Pinkowski
                                    --------------------------
                                    Andrew M. Pinkowski


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