Exhibit
10.1

     

    February 4, 2011

    


    PacificHealth
Laboratories

    100
Matawan Rd

    Matawan,
NJ 07747

    


    Dr.
Robert Portman

    Signal
Nutrition LLC

    247 Kemp
Ave.

    Fair
Haven, NJ 07704

    


    Dear
Robert,

    


    You've
made tremendous progress in developing our 2011 consumer messaging and new
product plans.  It is our intention to continue our arrangement with
recognition of the incremental hours the assignment is taking.

    


    
      	
              I.  

            	
              Parties

            


    

    
      	
              a.  

            	
              This  consulting
      agreement is between PacificHealth Laboratories, Inc.
      (“PHLI”)  and Signal Nutrition LLC.

            


    

    


    
      	
              II.  

            	
              Responsibilities
      of Signal Nutrition, LLC (continued as per our original agreement, which
      is hereby terminated)

            


    

    


    
      	
              a.  

            	
              Science

            


    

    
      	
              i.  

            	
              Develop
      a cohesive scientific posture for the sales group using new and existing
      studies

            


    

    
      	
              ii.  

            	
              Work
      with outside researchers to set up new studies that will support and
      extend the benefits of PHLI’s line of endurance
  products

            


    

    
      	
              iii.  

            	
              Design,
      solicit and review study protocols to be conducted by outside
      investigators

            


    

    
      	
              iv.  

            	
              Analyze
      any existing research that can be submitted for publication and used in
      marketing and sales efforts

            


    

    
      	
              v.  

            	
              Assist
      in getting studies published

            


    

    
      	
              vi.  

            	
              Liaison
      with potential licensees for
  PHLI  technology

            


    

    


    
      	
              b.  

            	
              Marketing/Communications

            


    

    
      	
              i.  

            	
              Analyze
      existing sales data and tactics

            


    

    
      	
              ii.  

            	
              Implementation
      of the 2011 marketing plan based upon the agreed to product and messaging
      goals

            


    

    
      	
              iii.  

            	
              Implementation
      of the communication plan that includes but is not limited to Nutrition
      Handbook, Nutrition Edge Program, Editorial content, and our new PHLI Ad
      campaign

            


    

    
      	
              iv.  

            	
              Work
      with our Pro Athletes to coordinate their involvement in corporate ads,
      editorials, nutrition handbook content, nutrition edge content, and
      overall messaging.

            


    

    
      	
              v.  

            	
              Manage
      outside creative group to develop creative elements to implement plan
      including consumer ads and trade
brochures

            


    

    
      	
              vi.  

            	
              Coordinate
      with Tara Hart implementation of our internet
  messaging

            


    

    
      	
              vii.  

            	
              Track
      and manage compliance with our advertising
  partners

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              c.  

            	
              New
      products

            


    

    
      	
              i.  

            	
              Continued
      development of Accel Recover Bar, 2nd
      Surge to launch by April 2011, and other potential products for later 2011
      – 2012 implementation

            


    

    
      	
              ii.  

            	
              Work
      with outside formulators to develop commercially viable
      products

            


    

    


    
      	
              d.  

            	
              Other

            


    

    
      	
              i.  

            	
              Author  articles
      as requested for submission to specialty sports
  journals

            


    

    
      	
              ii.  

            	
              Give
      lectures and talks as requested to consumers and trade on endurance
      nutrition

            


    

    


    
      	
              III.  

            	
              Time
      Requirement

            


    

    
      	
              a.  

            	
              It
      is estimated that Signal Nutrition would spend a minimum of 120 hours per
      month in execution of this agreement. Signal Nutrition shall provide its
      services under this agreement only through Dr. Robert
    Portman.

            


    

    


    
      	
              IV.  

            	
              Compensation

            


    

    
      	
              a.  

            	
              PacificHealth
      laboratories will pay Signal Nutrition a monthly fee of $16,000 on the
      first of every month, commencing on March 1, 2011.  However it
      will be deferred until the PHLI’s cash position can afford to make the
      payments,   estimated to be at or about July 1,
      2011.

            


    

    
      	
              b.  

            	
              A
      bonus payout if PHLI exceeds its budgeted sales and profit plan for 2011.
      This bonus will be at the discretion of Fred Duffner with board approvals
      as necessary, from which Dr. Robert Portman must
  abstain.

            


    

    
      	
              c.  

            	
              Additionally
      PacificHealth laboratories will pay any travel expenses for travel
      requested and approved by PacificHealth
  Laboratories

            


    

    
      	
              d.  

            	
              After
      2011 both parties will review the monthly fee and, if necessary, make any
      adjustments based on future anticipated
  activity.

            


    

    


    
      	
              V.  

            	
              Covenant
      Not to Compete

            


    

    


    During
the period in which Signal Nutrition and Dr. Portman perform services under this
Agreement, neither Signal Nutrition and Dr. Portman shall, without the prior
written consent of the Company, directly or indirectly, render services of a
business, professional or commercial nature (whether for compensation or
otherwise) to any person or entity competitive with the business engaged in by
the Company or any of its subsidiaries, or serve as an officer, director,
employee, partner, member, owner, consultant or independent contractor in any
entity which is competitive with the business engaged in by the Company or any
of its subsidiaries.  Signal Nutrition and Dr. Portman acknowledge
that the restrictions contained in this Section V of this Agreement are fair and
reasonable to protect the legitimate interests of the Company, are not
unreasonably burdensome to Signal Nutrition or Dr. Portman, and are supported by
adequate consideration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              VI.  

            	
              Term
      and Termination

            


    

    
      	
              a.  

            	
              This
      agreement shall continue indefinitely but can be terminated by either
      party for any reason on thirty (30) days prior notice. PacificHealth
      laboratories will be  responsible for paying any fees or
      approved travel expenses thru the date of
  termination.

            


    

     

    Robert,
it is now time to execute the plan.  I look forward to continuing to
work together to turn PHLI around and return it to profitability in
2011.

    


    
      
        	Sincerely,	 	 	Agreed
      To Dr. Robert Portman	 
	 	 	 	 	 
	
                /s/Frederick
      Duffner

              	 	 	
                      
                  /s/Robert
      Portman

                

              	 
	
                Fred
      Duffner, CEO

              	 	 	
                      
                  Robert
      Portman

                

              	 
	
                PacificHealth
      Laboratories, Inc.

              	 	 	
                Signal
      Nutrition LLC