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Exhibit 99

                        PACIFICHEALTH LABORATORIES, INC.

                             AUDIT COMMITTEE CHARTER



         The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") to assist the Board in overseeing (1) the integrity of
the Company's accounting and financial reporting processes and the audits of the
Company's financial statements and (2) the independence and performance of the
Company's auditors. The Committee shall be responsible for the appointment,
compensation, retention and oversight of the work of any independent auditors
employed by the Company (including resolution of disagreements between
management and the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. These oversight
responsibilities shall include the authority to retain independent auditors and
to terminate independent auditors as the Committee deems appropriate. The
independent auditors so employed shall report directly to the Committee.

         The Committee shall pre-approve all auditing and permitted non-audit
services (including the fees and terms thereof) to be performed for the Company
by its independent auditor, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which are approved by the Committee prior
to the completion of the audit. The Committee may form and delegate authority to
subcommittees consisting of one or more members when appropriate, including the
authority to grant pre-approvals of audit and permitted non-audit services,
provided that such delegation is in compliance with Section 10A(i)(3) of the
Exchange Act and the rules thereunder and decisions of such subcommittees to
grant pre-approvals shall be presented to the Committee at its next scheduled
meeting. The Committee shall not delegate its responsibilities to pre-approve
services performed by the independent auditors to management.

         The Committee shall have the authority to engage independent legal,
accounting or other consultants or advisors to advise it. The Committee shall
have the authority to request any officer or employee of the Company or the
Company's outside counsel, auditor or other consultant or advisor to attend a
meeting of the Committee or to meet with any members of, or consultants or
advisors to, the Committee. The Company shall provide appropriate funding, as
determined by the Committee, for the payment of: (1) compensation to any
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Company; (2)
compensation to any advisors employed by the Committee; and (3) ordinary
administrative expenses of the Committee that are necessary for the Committee to
carry out its duties under this Charter.

         The Committee shall:

         1.  Review and reassess the adequacy of this Charter on an annual basis
             and recommend any proposed changes to the Board for approval.


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         2.  Review the Company's annual audited financial statements with
             management, including major issues regarding accounting and
             auditing principles and practices.

         3.  Review with management and the Company's independent auditor any
             significant financial reporting issues and judgments observed by or
             brought to the attention of the Committee relative to the
             preparation of the Company's financial statements.

         4.  Review the Company's quarterly financial statements prior to the
             filing of its Form 10-Q.

         5.  Review any proposed major changes to the Company's auditing and
             accounting principles prior to their adoption.

         6.  Receive periodic reports from the Company's independent auditor
             regarding the auditor's independence, including a formal written
             statement delineating all relationships between the auditor and the
             Company, consistent with Independence Standards Board Standard 1,
             actively engage in a dialogue with the auditor regarding such
             reports and any disclosed relationships or services that may impact
             the objectivity and independence of the auditor, and recommend any
             Board action deemed necessary and appropriate by the Committee to
             assure the independence of the auditor.

         7.  Ensure the rotation of the audit partners of the independent
             auditor to the extent required by law.

         8.  Recommend to the Board policies for the Company's hiring of
             employees, or former employees, of the Company's independent
             auditor who participated in any capacity in the audit of the
             Company, prior to the Company's hiring any such persons.

         9.  Review and discuss reports from the independent auditor on: (a) all
             critical accounting policies and practices to be used; (b) all
             alternative treatments of financial information within generally
             accepted accounting principles that have been discussed with
             management, ramifications of the use of such alternative
             disclosures and treatments, and the treatment preferred by the
             independent auditor; and (c) other material communications between
             the independent auditor and management.

         10. Discuss with the independent auditor the matters required to be
             discussed with the Committee by the independent auditor under
             Statement on Auditing Standards No. 61 relating to the conduct of
             the audit of the Company's financial statements.

         11. Review with the Company's independent auditor any problems or
             difficulties the auditor may have encountered, as well as any
             management letter provided by the auditor and the Company's
             response to that letter.

         12. Review and discuss with management, the independent auditor and the
             Chief Financial Officer: (a) the adequacy and effectiveness of the
             Company's internal controls (including any significant deficiencies
             and significant changes in internal controls reported to the
             Committee by the independent auditor or management); (b) the
             Company's internal audit procedures; and (c) the adequacy and
             effectiveness of the Company's disclosures controls and procedures,
             and management reports thereon.


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         13. Review disclosures made to the Committee by the Company's Chief
             Executive Officer and Chief Financial Officer during their
             certification process for the Form 10-K and Form 10-Q about any
             significant deficiencies in the design or operation of internal
             controls or material weaknesses therein and any fraud involving
             management or other employees who have a significant role in the
             Company's internal controls.

         14. Prepare the report required by the rules of the Securities and
             Exchange Commission to be included in the Company's annual proxy
             statement.

         15. Review with the Company's attorneys such legal matters as the
             Committee determines may have a material impact on the Company's
             financial statements.

         16. Evaluate together with the Board the performance of the Company's
             independent auditor.

         17. Review the appointment and any replacements of the Company's
             principal accounting officer.

         18. Establish procedures for the receipt, retention and treatment of
             complaints received regarding accounting, internal accounting
             controls or auditing matters and the confidential, anonymous
             submission by employees of concerns regarding questionable
             accounting or auditing matters.

         19. Review and approve all related-party transactions that would
             require disclosure in the Company's proxy statement and/or other
             periodic reports.

         If the Company has two independent directors, the Committee shall
consists of the two independent directors. If the Company has three or more
independent directors, the Committee shall consist of no fewer than three
directors. Each member of the Committee shall: (a) be independent; (b) have the
ability to read and understand financial statements, including the Company's
balance sheet, income statement and cash flow statement; and (c) not have
participated in the preparation of the financial statements of the Company or
any current subsidiary thereof at any time during the past three years. For
purposes of this Charter, to be considered "independent" a Committee member: (1)
must meet the independence requirements of The Nasdaq Stock Market, Inc. and any
Securities and Exchange Commission regulation applicable to the Company; and (2)
may not, other than in his or her capacity as a member of the Committee, the
Board or any other Board committee, (a) accept any consulting, advisory or other
compensatory fee from the Company or any subsidiary thereof, or (b) be an
affiliated person of the Company or any subsidiary thereof.

         Committee members shall be members of the Board of the Company and
shall be nominated and elected by the full Board annually. The full Board shall
promptly fill vacancies that may occur on the Committee. At least one member of
the Committee shall have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background (including, for example, being or having been a chief
executive officer, chief financial officer or other senior corporate officer
with financial oversight responsibilities) which results in such member having
financial sophistication. The qualifications of Committee members shall be
determined by the full Board.


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         Meetings of the Committee may be called from time to time by the
Chairman or any two members of the Committee upon not less than seventy-two (72)
hours prior notice (which may but need not state the business intended to be
conducted at the meeting), provided that a meeting may be held without such
notice if all members are present or, if absent, waive notice of the meeting. A
majority of the members of the Committee shall constitute a quorum for the
purpose of taking any action upon any matter than may come before it, and the
Committee may take any action which it is authorized to take as a committee
without the necessity of a meeting if all members of the Committee consent in
writing in accordance with Section 141(f) of the Delaware General Corporation
Law. The Chair of the Committee shall promulgate such other rules or procedures
as he or she deems necessary or appropriate for the proper and efficient conduct
of the business of the Committee.

         While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statement are complete and accurate
and in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor.