VYSTAR
        CORPORATION


      August
        15, 2008

      


      Mr.
        Michael Queen

      Universal
        Capital Management, Inc.

      2601
        Annand Drive

      Wilmington,
        DE 19808

      


      
        	
                Re:

              	
                Agreement
                  regarding Issuance of 600,000 Shares of Vystar Corporation (“Vystar)
                  Common Stock to Universal Capital Management, Inc.
                  (“UCM”)

              


      

      


      Dear
        Mike:

       

      This
        letter will memorialize the agreement between Vystar and UCM with respect
        to
        certain services to be rendered by UCM to Vystar in connection with the proposed
        registration of the distribution of 600,000 shares of Vystar Common Stock
        described below to the UCM stockholders. In consideration of the services
        described below, on or about the effective date of a Vystar registration
        statement on Form S-1 which is contemplated to be filed later this year,
        Vystar
        shall issue to UCM 600,000 shares of its common stock as compensation for
        such
        services and, in accordance with the contemplated description in the
        Registration Statement, UCM shall distribute such shares to its stockholders
        on
        a record date to be determined. The services include the following:

       

      
        	 	
                1.

              	
                Assistance
                  in preparation of the S-1 Registration Statement and accompanying
                  documents;

              


      

       

      
        	 	
                2.

              	
                Assistance
                  in locating appropriate market makers with respect to Vystar’s
                  contemplated listing of its shares for sale on the OTC Bulletin
                  Board;

              


      

       

      
        	 	
                3.

              	
                Assistance
                  with Vystar’s contemplated application with FINRA with respect to such OTC
                  Bulletin Board listing; and

              


      

       

      
        	 	
                4.

              	
                Assistance
                  with the contemplated arrangements with a stock transfer agent
                  with
                  respect to the Vystar common stock following effectiveness of such
                  registration statement.

              


      

       

      Notwithstanding
        the foregoing, these shares will only be issued to UCM in the event that
        such
        registration statement is declared effective by the Securities and Exchange
        Commission.

       

      If
        the
        foregoing is acceptable, please so indicate in the space provided
        below.

      
        	 	 	 
	 	
                Vystar
                  Corporation

              
	 
 	 
 	 
 
	Date: 	By:  	/s/
	 	
                
William
                R. Doyle
	 	 




      Agreed
        to
        as of this 15th day of August, 2008:

      


      Universal
        Capital Management, Inc.

       

      
        	By:  	/s/
	 	
                
                  

                

                Michael
                  Queen