0000950115-97-001490 Sample Contracts

WITNESSETH
Shareholder Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
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EXHIBIT 1.2 1,200,000 Shares of Common Stock, $.0025 par value PACIFICHEALTH LABORATORIES, INC. SELECTED DEALER AGREEMENT -------------------------
Selected Dealer Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey

We have agreed as the underwriter (the "Underwriter") named in the enclosed prospectus (the "Prospectus"), subject to the terms and conditions of an Underwriting Agreement dated ___ , 1997 (the "Underwriting Agreement"), to purchase from PACIFICHEALTH LABORATORIES, INC. (the "Company") 1,200,000 shares (the "Firm Shares") of Common Stock, par value $.0025 (the "Common Stock"). We may also purchase as many as 180,000 additional shares of Common Stock (the "Option Shares") from the Company pursuant to Section 2 (b) of the Underwriting Agreement. The Firm Shares to be sold by the Company and the Option Shares are sometimes collectively referred to herein as the "Shares" and are more particularly described in the Prospectus, additional copies of which will be supplied in reasonable quantities upon request.

PACIFICHEALTH LABORATORIES, INC. UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
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Endorsement Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • California
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