ex10-2.htm


    
      

    

    
      EXHIBIT
10.2

      


      AMENDMENT TO EMPLOYMENT
AGREEMENT

       

      This Amendment to Employment Agreement
(this “Amendment”) is made
and entered into this 5th day of
August, 2008, effective as of the 1st day of
August, 2008 by and between Jason Ash (the “Employee”) and
PacificHealth Laboratories, Inc., a Delaware corporation (the “Company”).

      


      W
I T N E S S E T H

      


      WHEREAS, the Employee and the Company
are parties to that certain Employment Agreement dated as of January 3, 2008
(the “Employment
Agreement”); and

       

      WHEREAS, the Employee and the Company
desire to amend the Employment Agreement to provide the Company the right to
extend the initial term of the Employment Agreement by up to 12 months on the
same terms.

      


      NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agree as follows:

      


      1.           Capitalized
terms used but not defined herein shall have the meanings set forth in the
Employment Agreement.

      


      2.           The
first sentence of Section 1 of the Employment Agreement is hereby restated to
provide as follows:

      


      The
Company hereby employs Employee as its President and Chief Executive Officer
reporting to the Board of Directors, and Employee accepts employment and shall
render services in such capacities, under and subject to the conditions and
terms set forth herein.

      


      Any other
references in the Employment Agreement requiring or permitting employee to
report to , follow the direction of, or provide information to, the Chairman or
the Chief Executive Officer shall hereinafter be deemed to require such
reporting, following the direction of, or providing information to, the full
Board of Directors.

      


      3.           Section
2(b) of the Employment Agreement is hereby deleted in its entirety and replaced
with the following:

       

       
(b)           The
Company, upon the approval of the Board of Directors, shall have the right to
extend the Scheduled Termination Date up to December 31, 2010, provided that,
the Company shall provide Employee with at least sixty (60) days prior written
notice of its intention to extend the Scheduled Termination Date.

      


      4.           The
following paragraph is hereby added as new Section 2(d) of the Employment
Agreement:

      


       
(d)           Notwithstanding
the terms of this Employment Agreement, should Employee terminate his employment
hereunder without Good Reason, Employee shall provide the Company with at least
thirty (30) days prior written notice of such termination, provided however,
that such notice shall not affect the Company’s right to pursue any other rights
and remedies it is entitled to hereunder.

       

      5.           Except
as modified by this Amendment, and previous amendments, all terms, provisions
and conditions of the Employment Agreement shall remain unchanged and in full
force and effect.

      


      6.           This
Agreement may be executed in counterparts and by facsimile, each of which shall
constitute an original and all of which shall constitute one and the same
Amendment.

      


      


      IN WITNESS WHEREOF, this
Amendment has been executed by the Company, by its duly authorized
representative, and by the Employee, as of the date first above
written.

       

      


      
        	PACIFICHEALTH LABORATIES,
      INC. 	 	EMPLOYEE	 
	 	 	 	 	 
	 	
                 

              	
                 

              	 	 
	By:	
                /s/
      Stephen Kuchen

              	 	/s/
      Jason Ash	 
	 	
                Stephen
      Kuchen

              	 	Jason
      Ash	 
	 	
                Chief
      Financial Officer