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 1480 Route 9 North, Suite

204, Woodbridge, NJ 07095 (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").



                  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.





{PAGE}



         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.



                  c. Allocation of Registrable Securities. The initial number of

Registrable Securities included in any "piggyback" Registration Statement under

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