REGISTRATION RIGHTS AGREEMENT





         This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of

__________, 2003, is entered into by and among PacificHealth Laboratories, Inc.,

a Delaware corporation, with headquarters located at 100 Matawan Rd., Suite 420,

Matawan, NJ 07747 (the "Company"), and the investors signatory hereto (each,

severally, the "Buyer").



     WHEREAS:



         A. Pursuant to a Securities Purchase Agreement dated this date between

the Company and the Buyer, the Company has sold and the Buyer has purchased

Units of securities of the Company (the "Units") consisting of the Company's

Common Stock, par value $.0025 per share (the "Common Shares") and Warrants (the

"Warrants") to purchase shares of the Company's Common Stock (the "Warrant

Shares"); and



         B. To induce the Buyer to execute and deliver the Securities Purchase

Agreement(s) (hereinafter referred to, collectively, as the "Securities Purchase

Agreement"), the Company has agreed to provide certain registration rights to

such the Buyer under the Securities Act of 1933, as amended, and the rules and

regulations thereunder, or any similar successor statute (collectively, the

"1933 Act"), and applicable state securities laws.



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and the

Buyer hereby agree as follows:



     1. DEFINITIONS.



         As used in this Agreement, the following terms shall have the following

meanings:



         a. "Investor" means the Buyer, any transferee or assignee thereof to

whom the Buyer assigns its rights under this Agreement and who agrees to become

bound by the provisions of this Agreement in accordance with Section 9 and any

transferee or assignee thereof to whom a transferee or assignee assigns its

rights under this Agreement and who agrees to become bound by the provisions of

this Agreement in accordance with Section 9.



         b. "Person" means a corporation, a limited liability company, an

association, a partnership, an organization, a business, an individual, a

governmental or political subdivision thereof or a governmental agency.



         c. "Register," "registered," and "registration" refer to a registration

effected by preparing and filing one or more Registration Statements (as defined

below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933

Act or any successor rule providing for offering securities on a continuous

basis ("Rule 415"), and the declaration or ordering of effectiveness of such

Registration Statement(s) by the United States Securities and Exchange

Commission (the "SEC").



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         d. "Registrable Securities" means the Common Shares purchased pursuant

to the Securities Purchase Agreement and the Warrant Shares issued or issuable

upon exercise of the Warrants and any shares of capital stock issued or issuable

with respect to the Common Shares, Warrants or Warrant Shares as a result of any

stock split, stock dividend, recapitalization, exchange, or similar event or

otherwise, without regard to any limitation on exercise of the Warrants.



         e. "Registration Statement" means a registration statement of the

Company filed under the 1933 Act and pursuant to Rule 415.



Capitalized terms used herein and not otherwise defined herein shall have the

respective meanings set forth in the Securities Purchase Agreement.



     2. REGISTRATION.



         a. Mandatory Registration. The Company shall use its best efforts to

prepare, and, as soon as practicable but in no event later than thirty (30)

calendar days after the initial Closing Date, file with the SEC a Registration

Statement or Registration Statements (as is necessary) on Form S-3 (or if such

form is unavailable, such other form as is available for registration) covering

the resale of all of the Registrable Securities. The Company shall use its

commercially reasonable efforts to have the Registration Statement declared

effective by the SEC as soon as practicable, but in no event later than ninety

(90) calendar days after the Closing Date.



         b. Piggy-Back Registrations. If at any time prior to the expiration of

the Registration Period (as defined in Section 3(a)) the Registrable Securities

are not already covered by an effective Registration Statement and the Company

proposes to file with the SEC a Registration Statement relating to an offering

for its own account or the account of others under the 1933 Act of any of its

securities (other than on Form S-4 or Form S-8 or their equivalents at such time

relating to securities to be issued solely in connection with any acquisition of

any entity or business or equity securities issuable in connection with stock

option or other employee benefit plans) the Company shall promptly send to each

Investor written notice of the Company's intention to file a Registration

Statement and of such Investor's rights under this Section 2(b) and, if within

twenty (20) days after receipt of such notice, such Investor shall so request in

writing, the Company shall include in such Registration Statement all or any

part of the Registrable Securities such Investor requests to be registered,

subject to the priorities set forth in Section 2(b) below. No right to

registration of Registrable Securities under this Section 2(b) shall be

construed to limit any registration required under Section 2(a). The obligations

of the Company under this Section 2(b) may be waived by the Investors. If an

offering in connection with which an Investor is entitled to registration under

this Section 2(b) is an underwritten offering, then each Investor whose

Registrable Securities are included in such Registration Statement shall, unless

otherwise agreed by the Company, offer and sell such Registrable Securities in

an underwritten offering using the same underwriter or underwriters and, subject

to the provisions of this Agreement, on the same terms and conditions as other

shares of Company common stock included in such underwritten offering. If a

registration pursuant to this Section 2(b) is to be an underwritten public

offering and the managing underwriter(s) advise the Company in writing that, in

its/their reasonable good faith opinion, marketing or other factors dictate that

a limitation on the number of shares of Company common stock which may be

included in the Registration Statement is necessary to facilitate and not

adversely affect the proposed offering, then the Company shall include in such

registration: (1) first, all securities the Company proposes to sell for its own

account, (2) second, up to the full number of securities proposed to be

registered for the account of the holders of securities entitled to inclusion of

their securities in the Registration Statement by reason of demand registration

rights, and (3) third, the securities requested to be registered by the

Investors and other holders of securities entitled to participate in the

registration, as of the date hereof, drawn from them pro rata based on the

number each has requested to be included in such registration.



                                       2

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         c. Allocation of Registrable Securities. The initial number of

Registrable Securities included in any "piggyback" Registration Statement under

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