CONSULTING, LICENSE AND NONCOMPETITION AGREEMENT

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                                                               EXECUTION VERSION

                               REDACTED - AS FILED
              [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT
                    TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Brackets "[ ]" ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN
OMITTED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. A COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL OF THE OMITTED
PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
TOGETHER WITH THE REQUEST FOR CONFIDENTIAL TREATMENT.


                CONSULTING, LICENSE AND NONCOMPETITION AGREEMENT

         This Consulting, License and Noncompetition Agreement (this
"Agreement") is entered into as of February 22, 2006 by and between Mott's LLP,
a Delaware limited liability partnership ("Buyer"), and Dr. Robert Portman
("Portman"). PacificHealth Laboratories, Inc., a Delaware corporation
("Seller"), is a party to this Agreement solely to acknowledge this Agreement
for the purposes specified in Section 2(c) hereof.

         WHEREAS, concurrently with the execution and delivery hereof, Seller
and Buyer are entering into that certain Asset Purchase Agreement (the "Asset
Purchase Agreement"), upon the terms and conditions of which Seller shall sell,
convey, assign, transfer and deliver the Assets (as defined in the Asset
Purchase Agreement) to Buyer and Buyer shall acquire and accept the Assets from
Seller; and

         WHEREAS, Portman is the CEO and a significant stockholder of Seller and
stands to benefit directly and indirectly from the consummation of the
transactions contemplated by the Asset Purchase Agreement; and

         WHEREAS, as an integral part of the transactions contemplated by the
Asset Purchase Agreement, Buyer desires to procure from Portman, and Portman is
willing to provide to Buyer, certain of Buyer's requirements for consulting
services in connection with the business and operations to be conducted by Buyer
through the Assets, all upon the terms and conditions set forth in this
Agreement; and

         WHEREAS, this Agreement is the "Portman Consulting, License and
Noncompetition Agreement" contemplated by the Asset Purchase Agreement and its
execution and delivery as of the date hereof is a condition to the obligation of
Buyer to consummate the Closing under the Asset Purchase Agreement (the
"Closing"); and

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         WHEREAS, capitalized terms used but not defined in this Agreement shall
have the respective meanings specified in the Asset Purchase Agreement;

         NOW, THEREFORE, in consideration of the premises, the terms and
provisions set forth in this Agreement, the payments and other consideration
provided or to be provided by Buyer pursuant to the Asset Purchase Agreement,
the grant by Buyer of the license to Seller contained in the License Agreement,
Buyer's provision of certain confidential and proprietary information to Portman
on and after the date hereof, the mutual benefits to be gained by the
performance hereof and thereof, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         SECTION 1. Term. The term of this Agreement shall commence on the date
hereof and, unless earlier terminated in accordance with the provisions of
Section 9 (and subject to the post-termination survival of certain provisions
hereof as set forth in Section 9(d)), shall expire upon the later of (i) the
second anniversary of the Product Launch Date (as defined in the Asset Purchase
Agreement) or (ii) the third anniversary of the Closing Date (as defined in the
Asset Purchase Agreement).

         SECTION 2. Services.

         (a) Beginning on the Closing Date (as defined in the Asset Purchase
Agreement) and continuing thereafter during the term of this Agreement, Portman
shall provide to Buyer (including Buyer's Affiliates) professional consulting
services of the type described in this Section 2(a) ("Services"). The Services
shall consist of providing support and assistance with respect to the research,
development, enhancement, testing, marketing and sale of Developed Products (as
defined in the Asset Purchase Agreement) as reasonably requested by Buyer, and
are anticipated to include activities such as the following:

                  (i) actively participating either in person or by telephone as
         an advisor to Buyer's [REDACTED - CONFIDENTIAL TREATMENT
          REQUESTED]*commercial team, which team will address such matters as
         Buyer shall reasonably determine, and is expected to meet approximately
         monthly or with such other frequency as is reasonable under the
         circumstances;

                   (ii) providing additional consultation to Buyer either in
         person or by telephone;

                  (iii) providing scientific input with regard to the types of
         clinical studies that should be funded by Buyer; and if Buyer approves
         such studies and agrees to fund them, if so requested in writing by
         Buyer, Portman will work with the selected investigator with regard to
         (A) protocol development; (B) analysis of data; and (C) manuscript
         review;

                  (iv) assisting Buyer to the best of his ability in
         establishing contacts and liaisoning with well-known athletes, coaches
         and other Persons who may have relevant influence and assisting Buyer
         in maintaining and developing those relationships that currently exist
         or that are developed in the future;

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                  (v) participating in media interviews by telephone, or other
         media opportunities and speaking engagements, so long as his schedule
         permits (with Portman being entitled to receive a per diem and expense
         reimbursement for such participation (other than telephonic interviews)
         in accordance with Section 4 hereof);

                  (vi) assisting Buyer in developing a media plan directed
         toward vertical journals;

                  (vii) assisting Buyer in establishing a sports and scientific
         advisory board and serving as chairman of that board;

                  (viii) providing Buyer scientific input with respect to
         research and development activities relating to Developed Products (as
         defined in the Asset Purchase Agreement); and

                   (x) attending any Buyer national sales meetings and
         addressing the sales force on the Developed Products and related
         opportunities as appropriate.

         (b) It is expressly acknowledged by Buyer that Portman will not be
expected or obligated as part of the Services provided under this Agreement to
(i) develop, invent or conceive new products, processes or inventions, enhance
existing products, formulate products, conduct clinical trials or generate
clinical data or (ii) author or generate extensive or time-consuming reports
relating to the Services.

         (c) All Services provided by Portman hereunder shall be carried out to
the best of his ability pursuant to written instructions provided to him by
Buyer. Buyer acknowledges that Portman remains employed by Seller, that
Portman's primary responsibility during the term of this Agreement will be to
act as Chief Executive Officer and Chief Scientific Officer of Seller (or
pursuant to another employment or independent contractor arrangement on behalf
of Seller), and that the amount of time and energy that Portman will be able to
devote to the Services may from time to time be limited by such primary
responsibilities. Except for media opportunities for which Portman is entitled
to receive a per diem in accordance with Section 4(b), the parties anticipate
that Portman will devote approximately 130 hours of his time to performing the
Services during any calendar year (though the parties acknowledge that the
amount of time and effort could be less or more during any year depending on
specific circumstances). The parties further acknowledge that the Services
provided by Portman hereunder are in addition to the general cooperation to be
provided by Seller pursuant to Section 5.16 of the Asset Purchase Agreement and
the other obligations of Seller thereunder. Portman will not be deemed in breach
of this Agreement if his schedule renders him unavailable for specific meetings,
calls or events, provided that Portman in general continues to make good faith
and reasonable efforts to be available at reasonable times as requested by Buyer
and to arrange mutually acceptable alternative times for such activities.

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         (d) By acknowledging and accepting this Agreement, Seller hereby
consents to, authorizes and approves the execution, delivery and performance by
Portman of his obligations under this Agreement and Seller and Portman hereby
confirm to one another and to Buyer that such actions will not be deemed to
cause a breach of, or an acceleration of rights under, any employment,
severance, benefit or similar agreement or arrangement in effect on the date
hereof between Seller and Portman. Furthermore, Seller and Portman each
acknowledges that (i) Portman's agreements contained herein are an integral part
of the transactions and arrangements contemplated by the Asset Purchase
Agreement and the value expected to be obtained by Buyer in entering into the
Asset Purchase Agreement, (ii) that Seller and Portman are receiving direct and
indirect benefits and sufficient consideration from Buyer for Portman's
agreements and Seller's acknowledgements contained in this Agreement and (iii)
that, absent Portman's entering into this Agreement, Buyer would not have
entered into the Asset Purchase Agreement or the License Agreement.

         SECTION 3. Certain Limitations and Agreements.

         (a) Buyer shall at all times have the exclusive right to determine and
control the scope and extent of any research, development, testing or marketing
efforts being undertaken in connection with this Agreement. It is expressly
acknowledged and agreed that nothing contained in this Agreement shall (i) limit
or restrict the ability of Buyer to accept, reject or terminate any obligation
or undertaking to any customer or prospective customer, (ii) create any
obligation on the part of Buyer to enter into any contract or agreement with any
customer or prospective customer or (iii) without limiting Seller's rights to
operate under the License Agreement, entitle or permit Portman to be a party to
or beneficiary of, or to have any rights under, any contract or agreement with
any customer.

         (b) In connection with his activities under this Agreement, Portman
shall (i) comply at all times with all applicable laws and regulations and (ii)
comply with all ethical, professional, security and other policies, standards
and procedures of Buyer that are generally applicable to Buyer's employees or
contractors and are communicated to Portman in writing reasonably in advance of
their applicability to him.

         (c) Nothing in this Agreement shall be construed as allowing or
granting to Portman the right, power or authority to (i) market any products or
services utilizing the Assets or other assets or business of Buyer (including,
but not limited to, the Developed Products) or (ii) create any obligation,
express or implied, or make any representation, warranty, covenant or agreement
on behalf of Buyer; provided, that the foregoing shall not be construed to
diminish the rights of Seller under the License Agreement.

         SECTION 4. Compensation; Reimbursement of Expenses.

         (a) The consideration to Portman hereunder consists primarily of the
direct and indirect benefits flowing to Seller and Portman (both as a
stockholder and officer of Seller) from Buyer pursuant to the Asset Purchase
Agreement and the License Agreement (including without limitation the Closing
Payment, the agreement to pay Royalty Payments, and the grant of certain
licenses), the provision to Portman of access to certain confidential and
proprietary information about Buyer on the date hereof and from time to time
during the term of this Agreement, and the mutual covenants and agreements
contained in this Agreement. Except as expressly provided in this Agreement, no
additional cash compensation is contemplated to be provided to Portman pursuant
to this Agreement. Notwithstanding the foregoing, if the Services requested from
time to time by Buyer require efforts by Portman on an annual basis
substantially in excess of those contemplated in Section 2, then Portman and
Buyer may determine to negotiate a reasonable additional consulting fee, to be
mutually agreed by the parties.

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         (b) If Portman participates at Buyer's request in media opportunities
or speaking engagements (other than telephone interviews) related to the [RTD
DEVELOPED PRODUCTS]* and such opportunity or engagement is not of the type that
Portman would otherwise be participating in on behalf of Seller in the ordinary
course of business, Buyer will pay Portman a per diem of $2000, plus
reimbursement of expenses in accordance with Section 4(c).

         (c) Buyer shall reimburse Portman for all reasonable telephone, travel
and other out-of-pocket expenses incurred by him in the due and proper
performance of the Services under this Agreement in accordance with Buyer's
policies and procedures that are from time to time generally applicable to
Buyer's employees and contractors, as communicated to Portman in writing
reasonably in advance of their applicability to him. Except as otherwise
specified in any such policies and procedures, for any expense to be
reimbursable hereunder, it must be approved in advance and in writing by Buyer.
Within ten days after the end of each calendar month, Portman shall submit to
Buyer an invoice reflecting the amounts payable to Portman for expenses incurred
during such month. Each such invoice shall be accompanied by such supporting
documentation as Buyer may request from time to time.

         SECTION 5. Confidential Information.

         (a) Portman hereby acknowledges that in connection with the performance
of the Services hereunder Buyer will on the date hereof and may from time to
time thereafter provide or make available to Portman certain confidential and
proprietary information, including information relating to the businesses,
products, technology, services, customers, prospective customers, methods or
tactics of Buyer (any such confidential or proprietary information which is
marked or identified, orally or in writing, as "confidential," "privileged" or
"proprietary" or which could reasonably be understood to be confidential or
proprietary as a result of the nature of the information or the manner or
circumstances under which it is provided, being hereinafter referred to as
"Confidential Information"). Portman further acknowledges that the Confidential
Information includes certain trade secrets and other Assets (as defined in the
Asset Purchase Agreement) and agrees that any such trade secrets and other
Assets shall remain the property of Buyer at all times during the term of this
Agreement and after the expiration or termination hereof. Portman shall not
publish, disseminate, distribute, disclose, sell, assign, transfer, copy,
commercially exploit, or otherwise make use of any Confidential Information to
or for the use or benefit of Portman or any other person, firm, corporation or
entity (including, but not limited to, Seller), except as specifically
authorized in writing by Buyer or as required for the due and proper performance
of his duties and obligations under this Agreement. In addition, Portman shall
employ safeguards and precautions to ensure that unauthorized access to the
Confidential Information is not afforded to any person, firm, corporation or
entity, and such safeguards and precautions shall be at least equivalent to
those which Portman uses to protect his own similar information and in any event
not less than reasonable under the circumstances. Upon any expiration or
termination of this Agreement, or if Buyer so requests at any time, Portman
shall promptly return to Buyer all Confidential Information in Portman's
possession, without retaining any copies, extracts or other reproductions
thereof. Notwithstanding the foregoing, nothing contained in this Section 5
shall prevent the use or disclosure by Portman of any information which (i) is
generally available to the public at the time of the use or disclosure thereof
(other than through (x) a breach by Portman of any of the terms or provisions
hereof or (y) a breach by Seller of any confidentiality obligations owed to
Buyer, whether pursuant to or in connection with the Asset Purchase Agreement or
the License Agreement (as defined in the Asset Purchase Agreement) or
otherwise), (ii) is lawfully obtained by Portman from a source other than
Seller, Buyer or their respective affiliates, directors, officers, employees,
agents or other representatives (provided, that such source is not bound by a
confidentiality agreement with Buyer or Seller and is not otherwise under an
obligation of secrecy or confidentiality to Buyer or Seller), or (iii) is
required to be disclosed by applicable legal process (provided, that Portman
complies fully with the provisions of Section 5(b)).

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         (b) If Portman is requested (whether by oral questions, interrogatory,
request for documents, subpoena, civil investigative demand or other legal
process) to disclose any part of the Confidential Information, Portman shall (i)
give prompt written notice to Buyer of the existence of, and the circumstances
attendant to, such request, (ii) consult with Buyer as to the advisability of
taking legally available steps to resist or narrow any such request or otherwise
to eliminate the need for such disclosure, and (iii) if disclosure is required,
cooperate with Buyer in obtaining a protective order or other reliable assurance
in form and substance satisfactory to Buyer that confidential treatment will be
accorded to such portion of the Confidential Information as is required to be
disclosed.

         SECTION 6. Ownership of Work Product.

         (a) Any and all analyses, evaluations, reports, memoranda, letters,
inventions, ideas, formulae, processes, methods, programs, manuals, clinical
data, clinical studies, test data, marketing data and products, which are
developed, originated, conceived, made or suggested by Portman in the
performance of any Services hereunder or otherwise directly or primarily related
to the Acquired Intellectual Property (collectively, the "Work Product"),
including, but not limited to, any of the foregoing that are developed,
originated, conceived, made or suggested during the term of this Agreement but
are completed or reduced to writing thereafter, shall be and remain the
exclusive property of Buyer. Portman does not represent or warrant that any
suggestions, ideas or other Work Product provided by him in the course of
performing the Services are or will be proprietary, subject to legal protection
or non-infringing on the