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                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This Amendment No.1, dated as of December 1, 1995, to that certain
Employment Agreement (this "Amendment"), dated as of March 21, 1994, by and
between Futurebiotics, Inc., a Delaware corporation (the "Company"), and Alan
Novich (the "Executive").

                              W I T N E S S E T H :

         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement dated as of March 21, 1994 (the "Agreement"); and

         WHEREAS, the Company and the Executive desire to amend the Agreement to
effect the changes provided for herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

         1. Effective as of the date hereof, the Agreement is hereby amended by
replacing paragraphs 1, 2, 3 and 4 with the following:

                  "1. The Company hereby agrees to employ Novich and
                  Novich hereby agrees to be employed as the Company's Chairman
                  of the Board of Directors. Novich shall have the title
                  "Chairman of the Board of Directors" and shall have (a) the
                  duties commensurate with such title , and (b) such additional
                  duties as may be required by the Board of Directors from time
                  to time, including the investigation of overseas opportunities
                  for the Company's products.

                  2. The term of this Agreement shall be for the period
                  of eight (8) years commencing on the date first set forth
                  above; provided, however, that this Agreement may be cancelled
                  by the Company, at its sole direction, at any time after March
                  20, 1995, upon ninety (90) days' written notice to Employee.
                  Each twelve month period during the term of this Agreement
                  (i.e. March 21 through March 20) is sometimes hereinafter
                  referred to as a "Contract Year." The territory covered by
                  this Agreement shall be every place where the Company
                  presently does business or may do business during the term
                  hereof.

                  3. As consideration for Novich's agreement to provide his
                  services to the Company, the Company hereby agrees to pay to
                  Novich a salary of $225,000 per annum, plus an annual
                  discretionary bonus to be determined by the Board of
                  Directors, for each year during the term hereof (the "Term").
                  Such salary shall be payable by the Company on a bi-weekly
                  basis.

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                  4. Upon the execution hereof, the Corporation shall deliver to
                  Employee options to purchase 250,000 shares of the Company's
                  common stock at an exercise price of $2.50 per share (the
                  "Common Stock") at any time during the period from the date
                  set forth above to March 21, 1999, inclusive. The options and
                  shares of Common Stock which may be obtained by employee
                  hereunder will not registered pursuant to the Securities Act
                  of 1933 as amended or the securities laws of any state and may
                  not be transferred unless registered thereunder or qualifying
                  for an exemption from registration."

         2. This Amendment shall be governed by and construed in accordance 
with the laws of the State of New York, without regard to principles of
conflicts of law.

         3. Except as otherwise specifically set forth herein, all of the terms 
and provisions of the Existing Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.


                                             FUTUREBIOTICS, INC.
                                             
                                             By: /s/ Reginald Spinello
                                                --------------------------
                                                 Name:  Reginald Spinello
                                                 Title: President
                                             
                                             /s/ Alan Novich
                                             -----------------------------
                                             Alan Novich
                                             
                                       
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