Vystar
      Corporation

     

    2004
      LONG-TERM INCENTIVE COMPENSATION PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    _________________________________

     

    2004
      LONG-TERM INCENTIVE COMPENSATION PLAN

    

      
        	
                1.

              	
                Purpose

              	 	
                1

              
	
                2.

              	
                Definitions

              	 	
                1

              
	
                3.

              	
                Administration

              	 	
                6

              
	 	
                (a)

              	
                Authority
                  of the Committee

              	 	
                6

              
	 	
                (b)

              	
                Manner
                  of Exercise of Committee Authority

              	 	
                7

              
	 	
                (c)

              	
                Limitation
                  of Liability.

              	 	
                7

              
	
                4.

              	
                Shares
                  Subject to Plan

              	 	
                7

              
	 	
                (a)

              	
                Limitation
                  on Overall Number of Shares Available for Delivery Under
                  Plan

              	 	
                7

              
	 	
                (b)

              	
                Application
                  of Limitation to Grants of Award

              	 	
                7

              
	 	
                (c)

              	
                Availability
                  of Shares Not Delivered under Awards and Adjustments to
                  Limits

              	 	
                8

              
	
                5.

              	
                Eligibility;
                  Per-Person Award Limitations

              	 	
                8

              
	
                6.

              	
                Specific
                  Terms of Awards

              	 	
                9

              
	 	
                (a)

              	
                General

              	 	
                9

              
	 	
                (b)

              	
                Options

              	 	
                9

              
	 	
                (c)

              	
                Stock
                  Appreciation Rights

              	 	
                10

              
	 	
                (d)

              	
                Restricted
                  Stock Awards

              	 	
                11

              
	 	
                (e)

              	
                Deferred
                  Stock Award

              	 	
                12

              
	 	
                (f)

              	
                Bonus
                  Stock and Awards in Lieu of Obligations

              	 	
                13

              
	 	
                (g)

              	
                Dividend
                  Equivalents

              	 	
                13

              
	 	
                (h)

              	
                Performance
                  Awards

              	 	
                14

              
	 	
                (i)

              	
                Other
                  Stock-Based Awards

              	 	
                14

              
	
                7.

              	
                Certain
                  Provisions Applicable to Awards

              	 	
                14

              
	 	
                (a)

              	
                Stand-Alone,
                  Additional, Tandem, and Substitute Awards

              	 	
                14

              
	 	
                (b)

              	
                Term
                  of Awards

              	 	
                15

              
	 	
                (c)

              	
                Form
                  and Timing of Payment Under Awards; Deferrals

              	 	
                15

              
	 	
                (d)

              	
                Exemptions
                  from Section 16(b) Liability.

              	 	
                15

              
	
                8.

              	
                Code
                  Section 162(m) Provisions

              	 	
                16

              
	 	
                (a)

              	
                Covered
                  Employees.

              	 	
                16

              
	 	
                (b)

              	
                Performance
                  Criteria.

              	 	
                16

              
	 	
                (c)

              	
                Performance
                  Period; Timing for Establishing Performance Goals.

              	 	
                16

              
	 	
                (d)

              	
                Adjustments.

              	 	
                17

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                9.

              	
                Change
                  in Control

              	 	
                17

              
	 	
                (a)

              	
                Effect
                  of Change in Control

              	 	
                17

              
	 	
                (b)

              	
                Definition
                  of Change in Control

              	 	
                18

              
	
                10.

              	
                General
                  Provisions.

              	 	
                19

              
	 	
                (a)

              	
                Compliance
                  With Legal and Other Requirements.

              	 	
                19

              
	 	
                (b)

              	
                Limits
                  on Transferability; Beneficiaries

              	 	
                19

              
	 	
                (c)

              	
                Adjustments

              	 	
                20

              
	 	
                (d)

              	
                Taxes

              	 	
                21

              
	 	
                (e)

              	
                Changes
                  to the Plan and Awards

              	 	
                21

              
	 	
                (f)

              	
                Limitation
                  on Rights Conferred Under Plan

              	 	
                22

              
	 	
                (g)

              	
                Unfunded
                  Status of Awards; Creation of Trusts

              	 	
                22

              
	 	
                (h)

              	
                Nonexclusivity
                  of the Plan

              	 	
                22

              
	 	
                (i)

              	
                Payments
                  in the Event of Forfeitures; Fractional Shares

              	 	
                22

              
	 	
                (j)

              	
                Governing
                  Law

              	 	
                22

              
	 	
                (k)

              	
                Non-U.S.
                  Laws

              	 	
                22

              
	 	
                (l)

              	
                Plan
                  Effective Date; Termination of Plan

              	 	
                23

              


      

    

     

    
      
        
        

      

      
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    Vystar
      Corporation

     

    2004
      LONG-TERM INCENTIVE COMPENSATION PLAN

     

    1. Purpose.
      The
      purpose of this 2004 LONG-TERM INCENTIVE
      COMPENSATION PLAN (the “Plan”) is to assist Vystar Corporation, a Georgia
      corporation (the “Company”) and its Related Entities (as hereinafter defined) in
      attracting, motivating, retaining and rewarding high-quality executives and
      other employees, officers, directors, consultants and other persons who provide
      services to the Company or its Related Entities by enabling such persons to
      acquire or increase a proprietary interest in the Company in order to strengthen
      the mutuality of interests between such persons and the Company's shareholders,
      and providing such persons with long term performance incentives to expend
      their
      maximum efforts in the creation of shareholder value.

     

    2. Definitions.
      For
      purposes of the Plan, the following terms shall be defined as set forth below,
      in addition to such terms defined in Section 1 hereof.

     

    (a) “Award”
      means any Option, Stock Appreciation Right, Restricted Stock Award, Deferred
      Stock Award, Share granted as a bonus or in lieu of another award, Dividend
      Equivalent, Other Stock-Based Award or Performance Award, together with any
      other right or interest, granted to a Participant under the Plan.

     

    (b) “Award
      Agreement” means any written agreement, contract or other instrument or document
      evidencing any Award granted by the Committee hereunder.

     

    (c) “Beneficiary”
      means the person, persons, trust or trusts that have been designated by a
      Participant in his or her most recent written beneficiary designation filed
      with
      the Committee to receive the benefits specified under the Plan upon such
      Participant's death or to which Awards or other rights are transferred if and
      to
      the extent permitted under Section 10(b) hereof. If, upon a Participant's death,
      there is no designated Beneficiary or surviving designated Beneficiary, then
      the
      term Beneficiary means the person, persons, trust or trusts entitled by will
      or
      the laws of descent and distribution to receive such benefits.

     

    (d) “Beneficial
      Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the
      Exchange Act and any successor to such Rule.

     

    (e) “Board”
      means the Company's Board of Directors.

     

    (f) “Cause”
      shall, with respect to any Participant have the meaning specified in the Award
      Agreement. In the absence of any definition in the Award Agreement, “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance
      of services between the Participant and the Company or a Related Entity or,
      in
      the absence of any such agreement or any such definition in such agreement,
      such
      term shall mean (i) the failure by the Participant to perform, in a reasonable
      manner, his or her duties as assigned by the Company or a Related Entity, (ii)
      any violation or breach by the Participant of his or her employment, consulting
      or other similar agreement with the Company or a Related Entity, if any, (iii)
      any violation or breach by the Participant of any non-competition,
      non-solicitation, non-disclosure and/or other similar agreement with the Company
      or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith
      with respect to the Company or a Related Entity, (v) use of alcohol, drugs
      or
      other similar substances in a manner that adversely affects the Participant’s
      work performance, or (vi) the commission by the Participant of any act,
      misdemeanor, or crime reflecting unfavorably upon the Participant or the Company
      or any Related Entity. The good faith determination by the Committee of whether
      the Participant’s Continuous Service was terminated by the Company for “Cause”
shall be final and binding for all purposes hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) “Change
      in Control” means a Change in Control as defined with related terms in Section
      9(b) of the Plan.

     

    (h) “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, including
      regulations thereunder and successor provisions and regulations thereto.


     

    (i) “Committee”
      means a committee designated by the Board to administer the Plan; provided,
      however, that if the Board fails to designate a committee or if there are no
      longer any members on the committee so designated by the Board, then the Board
      shall serve as the Committee. In the event that the Company becomes a Publicly
      Held Corporation (as hereinafter defined), then the Committee shall consist
      of
      at least two directors, and each member of the Committee shall be (i) a
“non-employee director” within the meaning of Rule 16b-3 (or any successor rule)
      under the Exchange Act, unless administration of the Plan by “non-employee
      directors” is not then required in order for exemptions under Rule 16b-3 to
      apply to transactions under the Plan, (ii) an “outside director” within the
      meaning of Section 162(m) of the Code, and (iii) “Independent”. 

     

    (j) “Consultant”
      means any person (other than an Employee or a Director, solely with respect
      to
      rendering services in such person’s capacity as a director) who is engaged by
      the Company or any Related Entity to render consulting or advisory services
      to
      the Company or such Related Entity.

     

    (k) “Continuous
      Service” means the uninterrupted provision of services to the Company or any
      Related Entity in any capacity of Employee, Director, Consultant or other
      service provider. Continuous Service shall not be considered to be interrupted
      in the case of (i) any approved leave of absence, (ii) transfers among the
      Company, any Related Entities, or any successor entities, in any capacity of
      Employee, Director, Consultant or other service provider, or (iii) any change
      in
      status as long as the individual remains in the service of the Company or a
      Related Entity in any capacity of Employee, Director, Consultant or other
      service provider (except as otherwise provided in the Award Agreement). An
      approved leave of absence shall include sick leave, military leave, or any
      other
      authorized personal leave. 

     

    (l) “Deferred
      Stock” means a right to receive Shares, including Restricted Stock, cash or a
      combination thereof, at the end of a specified deferral period. 

     

    
      
        
        

      

      
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    (m) “Deferred
      Stock Award” means an Award of Deferred Stock granted to a Participant under
      Section 6(e) hereof. 

     

    (n) “Director”
      means a member of the Board or the board of directors of any Related Entity.
      

     

    (o) “Disability”
      means a permanent and total disability (within the meaning of Section 22(e)
      of
      the Code), as determined by a medical doctor satisfactory to the Committee.
      

     

    (p) “Discounted
      Option” means any Option awarded under Section 6(b) hereof with an exercise
      price that is less than the Fair Market Value of a Share on the date of
      grant.

     

    (q) “Discounted
      Stock Appreciation Right” means any Stock Appreciation Right awarded under
      Section 6(c) hereof with an exercise price that is less than the Fair Market
      Value of a Share on the date of grant.

     

    (r) “Dividend
      Equivalent” means a right, granted to a Participant under Section 6(g) hereof,
      to receive cash, Shares, other Awards or other property equal in value to
      dividends paid with respect to a specified number of Shares, or other periodic
      payments. 

     

    (s) “Effective
      Date” means the effective date of the Plan, which shall be November 30, 2004.


     

    (t) “Eligible
      Person” means each officer, Director, Employee, Consultant and other person who
      provides services to the Company or any Related Entity. The foregoing
      notwithstanding, only employees of the Company, or any parent corporation or
      subsidiary corporation of the Company (as those terms are defined in Sections
      424(e) and (f) of the Code, respectively), shall be Eligible Persons for
      purposes of receiving any Incentive Stock Options. An Employee on leave of
      absence may be considered as still in the employ of the Company or a Related
      Entity for purposes of eligibility for participation in the Plan. 

     

    (u) “Employee”
      means any person, including an officer or Director, who is an employee of the
      Company or any Related Entity. The payment of a director’s fee by the Company or
      a Related Entity shall not be sufficient to constitute “employment” by the
      Company.

     

    (v) “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time,
      including rules thereunder and successor provisions and rules thereto.


     

    (w) “Fair
      Market Value” means the fair market value of Shares, Awards or other property as
      determined by the Committee, or under procedures established by the Committee.
      Unless otherwise determined by the Committee, the Fair Market Value of a Share
      as of any given date after which the Company is a Publicly Held Corporation
      shall be the closing sale price per Share reported on a consolidated basis
      for
      stock listed on the principal stock exchange or market on which Shares are
      traded on the date immediately preceding the date as of which such value is
      being determined or, if there is no sale on that date, then on the last previous
      day on which a sale was reported. 

     

    
      
        
        

      

      
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    (x) “Good
      Reason” shall, with respect to any Participant, have the meaning specified in
      the Award Agreement. In the absence of any definition in the Award Agreement,
      “Good Reason” shall have the equivalent meaning or the same meaning as “good
      reason” or “for good reason” set forth in any employment, consulting or other
      agreement for the performance of services between the Participant and the
      Company or a Related Entity or, in the absence of any such agreement or any
      such
      definition in such agreement, such term shall mean (i) the assignment to the
      Participant of any duties inconsistent in any material respect with the
      Participant's position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as assigned by the Company
      or a Related Entity, or any other action by the Company or a Related Entity
      which results in a material diminution in such position, authority, duties
      or
      responsibilities, excluding for this purpose an isolated, insubstantial and
      inadvertent action not taken in bad faith and which is remedied by the Company
      or a Related Entity promptly after receipt of notice thereof given by the
      Participant; (ii) any material failure by the Company or a Related Entity to
      comply with its obligations to the Participant as agreed upon, other than an
      isolated, insubstantial and inadvertent failure not occurring in bad faith
      and
      which is remedied by the Company or a Related Entity promptly after receipt
      of
      notice thereof given by the Participant; or (iii) the Company's or Related
      Entity’s requiring the Participant to be based at any office or location outside
      of [fifty] miles from the location of employment or service as of the date
      of
      Award, except for travel reasonably required in the performance of the
      Participant’s responsibilities. 

     

    (y) “Incentive
      Stock Option” means any Option intended to be designated as an incentive stock
      option within the meaning of Section 422 of the Code or any successor provision
      thereto. 

     

    (z) “Independent”,
      when referring to either the Board or members of the Committee, shall have
      the
      same meaning as used in the rules of any national securities exchange on which
      any securities of the Company are listed for trading, and if not listed for
      trading, by the rules of Nasdaq Stock Market.

     

    (aa) “Incumbent
      Board” means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.


     

    (bb) “Option”
      means a right granted to a Participant under Section 6(b) hereof, to purchase
      Shares or other Awards at a specified price during specified time periods.
      

     

    (cc) “Optionee”
      means a person to whom an Option is granted under this Plan or any person who
      succeeds to the rights of such person under this Plan. 

     

    (dd) “Option
      Proceeds” means the cash actually received by the Company for the exercise price
      in connection with the exercise of Options that are exercised after the
      Effective Date of the Plan, plus the maximum tax benefit that could be realized
      by the Company as a result of the exercise of such Options, which tax benefit
      shall be determined by multiplying (i) the amount that is deductible for Federal
      income tax purposes as a result of any such option exercise (currently, equal
      to
      the amount upon which the Participant's withholding tax obligation is
      calculated), times (ii) the maximum Federal corporate income tax rate for the
      year of exercise. With respect to Options to the extent that a Participant
      pays
      the exercise price and/or withholding taxes with Shares, Option Proceeds shall
      not be calculated with respect to the amounts so paid in Shares.

     


    
      
        
        

      

      
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    (ee) “Other
      Stock-Based Awards” means Awards granted to a Participant under Section 6(i)
      hereof. 

     

    (ff) “Participant”
      means a person who has been granted an Award under the Plan which remains
      outstanding, including a person who is no longer an Eligible Person.


     

    (gg) “Performance
      Award” shall mean any Award of Performance Shares or Performance Units granted
      pursuant to Section 6(h).

     

    (hh) “Performance
      Period” means that period established by the Committee at the time any
      Performance Award is granted or at any time thereafter during which any
      performance goals specified by the Committee with respect to such Award are
      to
      be measured.

     

    (ii) “Performance
      Share” means any grant pursuant to Section 6(h) of a unit valued by reference to
      a designated number of Shares, which value may be paid to the Participant by
      delivery of such property as the Committee shall determine, including cash,
      Shares, other property, or any combination thereof, upon achievement of such
      performance goals during the Performance Period as the Committee shall establish
      at the time of such grant or thereafter.

     

    (jj) “Performance
      Unit” means any grant pursuant to Section 6(h) of a unit valued by reference to
      a designated amount of property (including cash) other than Shares, which value
      may be paid to the Participant by delivery of such property as the Committee
      shall determine, including cash, Shares, other property, or any combination
      thereof, upon achievement of such performance goals during the Performance
      Period as the Committee shall establish at the time of such grant or
      thereafter.

     

    (kk) “Person”
      shall have the meaning ascribed to such term in Section 3(a)(9) of the
      Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include
      a
“group” as defined in Section 13(d) thereof. 

     

    (ll) “Publicly
      Held Corporation” shall mean a publicly held corporation as that term is used
      under Section 162(m)(2) of the Code.

     

    (mm) “Related
      Entity” means any Subsidiary, and any business, corporation, partnership,
      limited liability company or other entity designated by Board in which the
      Company or a Subsidiary holds a substantial ownership interest, directly or
      indirectly.

     

    (nn) “Restricted
      Stock” means any Share issued with the restriction that the holder may not sell,
      transfer, pledge or assign such Share and with such risks of forfeiture and
      other restrictions as the Committee, in its sole discretion, may impose
      (including any restriction on the right to vote such Share and the right to
      receive any dividends), which restrictions may lapse separately or in
      combination at such time or times, in installments or otherwise, as the
      Committee may deem appropriate.

     

    
      
        
        

      

      
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    (oo) “Restricted
      Stock Award” means an Award granted to a Participant under Section 6(d)
      hereof. 

     

    (pp) “Rule
      16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
      Plan and Participants, promulgated by the Securities and Exchange Commission
      under Section 16 of the Exchange Act.

     

    (qq) “Shares”
      means the shares of common stock of the Company, have no par value, and such
      other securities as may be substituted (or resubstituted) for Shares pursuant
      to
      Section 10(c) hereof. 

     

    (rr) “Stock
      Appreciation Right” means a right granted to a Participant under Section 6(c)
      hereof. 

     

    (ss) “Subsidiary”
      means any corporation or other entity in which the Company has a direct or
      indirect ownership interest of 50% or more of the total combined voting power
      of
      the then outstanding securities or interests of such corporation or other entity
      entitled to vote generally in the election of directors or in which the Company
      has the right to receive 50% or more of the distribution of profits or 50%
      or
      more of the assets on liquidation or dissolution. 

     

    (tt) “Substitute
      Awards” shall mean Awards granted or Shares issued by the Company in assumption
      of, or in substitution or exchange for, awards previously granted, or the right
      or obligation to make future awards, by a company acquired by the Company or
      any
      Related Entity or with which the Company or any Related Entity
      combines.

     

    3. Administration.

     

    (a) Authority
      of the Committee.
      The
      Plan shall be administered by the Committee; provided, however, that except
      as
      otherwise expressly provided in this Plan, the Board may exercise any power
      or
      authority granted to the Committee under this Plan and in that case, references
      herein shall be deemed to include references to the Board. The Committee shall
      have full and final authority, subject to and consistent with the provisions
      of
      the Plan, to select Eligible Persons to become Participants, grant Awards,
      determine the type, number and other terms and conditions of, and all other
      matters relating to, Awards, prescribe Award Agreements (which need not be
      identical for each Participant) and rules and regulations for the administration
      of the Plan, construe and interpret the Plan and Award Agreements and correct
      defects, supply omissions or reconcile inconsistencies therein, and to make
      all
      other decisions and determinations as the Committee may deem necessary or
      advisable for the administration of the Plan. In exercising any discretion
      granted to the Committee under the Plan or pursuant to any Award, the Committee
      shall not be required to follow past practices, act in a manner consistent
      with
      past practices, or treat any Eligible Person or Participant in a manner
      consistent with the treatment of other Eligible Persons or
      Participants.

     

    
      
        
        

      

      
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    (b) Manner
      of Exercise of Committee Authority.
      In the
      event that the Company becomes a Publicly Held Corporation, the Committee,
      and
      not the Board, shall exercise sole and exclusive discretion on any matter
      relating to a Participant then subject to Section 16 of the Exchange Act
      with respect to the Company to the extent necessary in order that transactions
      by such Participant shall be exempt under Rule 16b-3 under the Exchange Act.
      Any
      action of the Committee shall be final, conclusive and binding on all persons,
      including the Company, its Related Entities, Participants, Beneficiaries,
      transferees under Section 10(b) hereof or other persons claiming rights from
      or
      through a Participant, and shareholders. The express grant of any specific
      power
      to the Committee, and the taking of any action by the Committee, shall not
      be
      construed as limiting any power or authority of the Committee. The Committee
      may
      delegate to officers or managers of the Company or any Related Entity, or
      committees thereof, the authority, subject to such terms as the Committee shall
      determine to perform such functions, including administrative functions as
      the
      Committee may determine to the extent that such delegation will not result
      in
      the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to
      Participants subject to Section 16 of the Exchange Act in respect of the Company
      and will not cause Awards intended to qualify as “performance-based
      compensation” under Code Section 162(m) to fail to so qualify. The Committee may
      appoint agents to assist it in administering the Plan.

     

    (c) Limitation
      of Liability.
      The
      Committee and the Board, and each member thereof, shall be entitled to, in
      good
      faith, rely or act upon any report or other information furnished to him or
      her
      by any officer or Employee, the Company's independent auditors, Consultants
      or
      any other agents assisting in the administration of the Plan. Members of the
      Committee and the Board, and any officer or Employee acting at the direction
      or
      on behalf of the Committee or the Board, shall not be personally liable for
      any
      action or determination taken or made in good faith with respect to the Plan,
      and shall, to the extent permitted by law, be fully indemnified and protected
      by
      the Company with respect to any such action or determination.

     

    4. Shares
      Subject to Plan.

     

    (a) Limitation
      on Overall Number of Shares Available for Delivery Under Plan.
      Subject
      to adjustment as provided in Section 10(c) hereof, the total number of Shares
      reserved and available for grant under the Plan shall be 4,000,000. Any Shares
      that are subject to Awards of Options or Stock Appreciation Rights shall be
      counted against this limit as one (1) Share for every one (1) Share granted.
      Any
      Shares that are subject to Awards other than Options or Stock Appreciation
      Rights shall be counted against this limit as one and one-half (1.5) Shares
      for
      every one (1) Share granted. Any Shares delivered under the Plan may consist,
      in
      whole or in part, of authorized and unissued shares or treasury
      shares.

     

    (b) Application
      of Limitation to Grants of Award..
      No
      Award may be granted if the number of Shares to be delivered in connection
      with
      such an Award or, in the case of an Award relating to Shares but settled only
      in
      cash (such as cash-only Stock Appreciation Rights), the number of Shares to
      which such Award relates, exceeds the number of Shares remaining available
      under
      the Plan, minus the number of Shares deliverable in settlement of or relating
      to
      then outstanding Awards. The Committee may adopt reasonable counting procedures
      to ensure appropriate counting, avoid double counting (as, for example, in
      the
      case of tandem or substitute awards) and make adjustments if the number of
      Shares actually delivered differs from the number of Shares previously counted
      in connection with an Award.

     

    
      
        
        

      

      
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    (c) Availability
      of Shares Not Delivered under Awards and Adjustments to Limits..
      

     

    (i) If
      any
      Shares subject to an Award are forfeited, expire or otherwise terminate without
      issuance of such Shares, or any Award is settled for cash or otherwise does
      not
      result in the issuance of all or a portion of the Shares subject to such Award,
      the Shares shall, to the extent of such forfeiture, expiration, termination,
      cash settlement or non-issuance, again be available for Awards under the Plan,
      subject to Section 4(c)(v) below. 

     

    (ii) In
      the
      event that any Option or other Award granted hereunder is exercised through
      the
      tendering of Shares (either actually or by attestation) or by the withholding
      of
      Shares by the Company, or withholding tax liabilities arising from such Option
      or other Award are satisfied by the tendering of Shares (either actually or
      by
      attestation) or by the withholding of Shares by the Company, then only the
      number of Shares issued net of the Shares tendered or withheld shall be counted
      for purposes of determining
      the maximum number of Shares available for grant under the Plan. 

     

    (iii) Shares
      reacquired by the Company on the open market using Option Proceeds shall be
      available for Awards under the Plan. The increase in Shares available pursuant
      to the repurchase of Shares with Option Proceeds shall not be greater than
      the
      amount of such proceeds divided by the Fair Market Value of a Share on the
      date
      of exercise of the Option giving rise to such Option Proceeds. 

     

    (iv) Substitute
      Awards shall not reduce the Shares authorized for grant under the Plan or
      authorized for grant to a Participant in any period. Additionally, in the event
      that a company acquired by the Company or any Related Entity or with which
      the
      Company or any Related Entity combines has shares available under a pre-existing
      plan approved by shareholders and not adopted in contemplation of such
      acquisition or combination, the shares available for delivery pursuant to the
      terms of such pre-existing plan (as adjusted, to the extent appropriate, using
      the exchange ratio or other adjustment or valuation ratio or formula used in
      such acquisition or combination to determine the consideration payable to the
      holders of common stock of the entities party to such acquisition or
      combination) may be used for Awards under the Plan and shall not reduce the
      Shares authorized for delivery under the Plan; provided that Awards using such
      available shares shall not be made after the date awards or grants could have
      been made under the terms of the pre-existing plan, absent the acquisition
      or
      combination, and shall only be made to individuals who were not Employees or
      Directors prior to such acquisition or combination. 

     

    (v) Any
      Shares that again become available for delivery pursuant to this Section 4(c)
      shall be added back as one (1). 

     

    (vi) Notwithstanding
      anything in this Section 4(c) to the contrary and solely for purposes of
      determining whether Shares are available for the delivery of Incentive Stock
      Options, the maximum aggregate number of shares that may be granted under this
      Plan shall be determined without regard to any Shares restored pursuant to
      this
      Section 4(c) that, if taken into account, would cause the Plan to fail the
      requirement under Code Section 422 that the Plan designate a maximum aggregate
      number of shares that may be issued.

     

    5. Eligibility..
      Awards
      may be granted under the Plan only to Eligible Persons. 

     

    
      
        
        

      

      
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    6. Specific
      Terms of Awards.

     

    (a) General.
      Awards
      may be granted on the terms and conditions set forth in this Section 6. In
      addition, the Committee may impose on any Award or the exercise thereof, at
      the
      date of grant or thereafter (subject to Section 10(e)), such additional terms
      and conditions, not inconsistent with the provisions of the Plan, as the
      Committee shall determine, including terms requiring forfeiture of Awards in
      the
      event of termination of the Participant’s Continuous Service and terms
      permitting a Participant to make elections relating to his or her Award. The
      Committee shall retain full power and discretion to accelerate, waive or modify,
      at any time, any term or condition of an Award that is not mandatory under
      the
      Plan. Except in cases in which the Committee is authorized to require other
      forms of consideration under the Plan, or to the extent other forms of
      consideration must be paid to satisfy the requirements of Georgia law, no
      consideration other than services may be required for the grant (but not the
      exercise) of any Award.

     

    (b) Options.
      The
      Committee is authorized to grant Options to any Eligible Person on the following
      terms and conditions:

     

    (i) Exercise
      Price. Other
      than in connection with Substitute Awards, the exercise price per Share
      purchasable under an Option shall be determined by the Committee, provided
      that
      such exercise price shall not, in the case of Incentive Stock Options, be less
      than 100% of the Fair Market Value of a Share on the date of grant of the Option
      and shall not, in any event, be less than the par value of a Share on the date
      of grant of the Option. If an Employee owns or is deemed to own (by reason
      of
      the attribution rules applicable under Section 424(d) of the Code) more than
      10%
      of the combined voting power of all classes of stock of the Company (or any
      parent corporation or subsidiary corporation of the Company, as those terms
      are
      defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive
      Stock Option is granted to such employee, the exercise price of such Incentive
      Stock Option (to the extent required by the Code at the time of grant) shall
      be
      no less than 110% of the Fair Market Value a Share on the date such Incentive
      Stock Option is granted Other than pursuant to Section 10(c), the Committee
      shall not be permitted to (A) lower the exercise price per Share of an Option
      after it is granted, (B) cancel an Option when the exercise price per Share
      exceeds the Fair Market Value of the underlying Shares in exchange for another
      Award (other than in connection with Substitute Awards), or (C) take any other
      action with respect to an Option that may be treated as a repricing, without
      approval of the Company's shareholders.

     

    (ii) Time
      and Method of Exercise.
      The
      Committee shall determine the time or times at which or the circumstances under
      which an Option may be exercised in whole or in part (including based on
      achievement of performance goals and/or future service requirements), the time
      or times at which Options shall cease to be or become exercisable following
      termination of Continuous Service or upon other conditions, the methods by
      which
      the exercise price may be paid or deemed to be paid (including in the discretion
      of the Committee a cashless exercise procedure), the form of such payment,
      including, without limitation, cash, Shares, other Awards or awards granted
      under other plans of the Company or a Related Entity, or other property
      (including notes or other contractual obligations of Participants to make
      payment on a deferred basis provided that such deferred payments are not in
      violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted
      thereunder or any other applicable law), and the methods by or forms in which
      Shares will be delivered or deemed to be delivered to Participants. Except
      under
      certain circumstances contemplated by Section 9 or as may be set forth in an
      Award Agreement with respect to the death or Disability of a Participant,
      Options shall not be exercisable before the expiration of one year from the
      date
      the Option is granted.

     

    
      
        
        

      

      
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    (iii) Incentive
      Stock Options.
      The
      terms of any Incentive Stock Option granted under the Plan shall comply in
      all
      respects with the provisions of Section 422 of the Code. Anything in the Plan
      to
      the contrary notwithstanding, no term of the Plan relating to Incentive Stock
      Options (including any Stock Appreciation Right issued in tandem therewith)
      shall be interpreted, amended or altered, nor shall any discretion or authority
      granted under the Plan be exercised, so as to disqualify either the Plan or
      any
      Incentive Stock Option under Section 422 of the Code, unless the Participant
      has
      first requested, or consents to, the change that will result in such
      disqualification. Thus, if and to the extent required to comply with Section
      422
      of the Code, Options granted as Incentive Stock Options shall be subject to
      the
      following special terms and conditions:

     

    (A) the
      Option shall not be exercisable more than ten years after the date such
      Incentive Stock Option is granted; provided, however, that if a Participant
      owns
      or is deemed to own (by reason of the attribution rules of Section 424(d) of
      the
      Code) more than 10% of the combined voting power of all classes of stock of
      the
      Company (or any parent corporation or subsidiary corporation of the Company,
      as
      those terms are defined in Sections 424(e) and (f) of the Code, respectively)
      and the Incentive Stock Option is granted to such Participant, the term of
      the
      Incentive Stock Option shall be (to the extent required by the Code at the
      time
      of the grant) for no more than five years from the date of grant;
      and

     

    (B) The
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the Shares with respect to which Incentive Stock Options
      granted under the Plan and all other option plans of the Company (and any parent
      corporation or subsidiary corporation of the Company, as those terms are defined
      in Sections 424(e) and (f) of the Code, respectively) during any calendar year
      exercisable for the first time by the Participant during any calendar year
      shall
      not (to the extent required by the Code at the time of the grant) exceed
      $100,000.

     

    (c) Stock
      Appreciation Rights.
      The
      Committee may grant Stock Appreciation Rights to any Eligible Person in
      conjunction with all or part of any Option granted under the Plan or at any
      subsequent time during the term of such Option (a “Tandem Stock Appreciation
      Right”), or without regard to any Option (a “Freestanding Stock Appreciation
      Right”), in each case upon such terms and conditions as the Committee may
      establish in its sole discretion, not inconsistent with the provisions of the
      Plan, including the following:

     

    (i) Right
      to Payment.
      A Stock
      Appreciation Right shall confer on the Participant to whom it is granted a
      right
      to receive, upon exercise thereof, the excess of (A) the Fair Market Value
      of
      one Share on the date of exercise over (B) the grant price of the Stock
      Appreciation Right as determined by the Committee. The grant price of a Stock
      Appreciation Right shall not be less than 75% of the Fair Market Value of a
      Share on the date of grant, in the case of a Freestanding Stock Appreciation
      Right, or less than the associated Option exercise price, in the case of a
      Tandem Stock Appreciation Right. Other than pursuant to Section 10(c), the
      Committee shall not be permitted to (A) lower the exercise price per Share
      of a
      Stock Appreciation Right after it is granted, (B) cancel a Stock Appreciation
      Right when the exercise price per Share exceeds the Fair Market Value of the
      underlying Shares in exchange for another Award (other than in connection with
      Substitute Awards), or (C) take any other action with respect to a Stock
      Appreciation Right that may be treated as a repricing, without shareholder
      approval. A Freestanding Stock Appreciation Right shall not be exercisable
      before the expiration of one year from the date of grant, except under certain
      circumstances contemplated by Section 9 or as may be set forth in an Award
      Agreement with respect to the death or Disability of a Participant.



    
      
        
        

      

      
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    (ii) Other
      Terms.
      The
      Committee shall determine at the date of grant or thereafter, the time or times
      at which and the circumstances under which a Stock Appreciation Right may be
      exercised in whole or in part (including based on achievement of performance
      goals and/or future service requirements), the time or times at which Stock
      Appreciation Rights shall cease to be or become exercisable following
      termination of Continuous Service or upon other conditions, the method of
      exercise, method of settlement, form of consideration payable in settlement,
      method by or forms in which Shares will be delivered or deemed to be delivered
      to Participants, whether or not a Stock Appreciation Right shall be in tandem
      or
      in combination with any other Award, and any other terms and conditions of
      any
      Stock Appreciation Right.

     

    (iii) Tandem
      Stock Appreciation Rights. Any
      Tandem Stock Appreciation Right may be granted at the same time as the related
      Option is granted or, for Options that are not Incentive Stock Options, at
      any
      time thereafter before exercise or expiration of such Option. Any Tandem Stock
      Appreciation Right related to an Option may be exercised only when the related
      Option would be exercisable and the Fair Market Value of the Shares subject
      to
      the related Option exceeds the exercise price at which Shares can be acquired
      pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists
      with respect to less than the full number of Shares covered by a related Option,
      then an exercise or termination of such Option shall not reduce the number
      of
      Shares to which the Tandem Stock Appreciation Right applies until the number
      of
      Shares then exercisable under such Option equals the number of Shares to which
      the Tandem Stock Appreciation Right applies. Any Option related to a Tandem
      Stock Appreciation Right shall no longer be exercisable to the extent the Tandem
      Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation
      Right shall no longer be exercisable to the extent the related Option has been
      exercised.

     

    (d) Restricted
      Stock Awards.
      The
      Committee is authorized to grant Restricted Stock Awards to any Eligible Person
      on the following terms and conditions:

     

    (i) Grant
      and Restrictions.
      Restricted Stock Awards shall be subject to such restrictions on
      transferability, risk of forfeiture and other restrictions, if any, as the
      Committee may impose, or as otherwise provided in this Plan, covering a period
      of time specified by the Committee (the “Restriction Period”). The terms of any
      Restricted Stock Award granted under the Plan shall be set forth in a written
      Award Agreement which shall contain provisions determined by the Committee
      and
      not inconsistent with the Plan. The restrictions may lapse separately or in
      combination at such times, under such circumstances (including based on
      achievement of performance goals and/or future service requirements), in such
      installments or otherwise, as the Committee may determine at the date of grant
      or thereafter. Except to the extent restricted under the terms of the Plan
      and
      any Award Agreement relating to a Restricted Stock Award, a Participant granted
      Restricted Stock shall have all of the rights of a shareholder, including the
      right to vote the Restricted Stock and the right to receive dividends thereon
      (subject to any mandatory reinvestment or other requirement imposed by the
      Committee). During the Restriction Period, subject to Section 10(b) below,
      the
      Restricted Stock may not be sold, transferred, pledged, hypothecated, margined
      or otherwise encumbered by the Participant.

     

    
      
        
        

      

      
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    (ii) Forfeiture.
      Except
      as otherwise determined by the Committee, upon termination of a Participant's
      Continuous Service during the applicable Restriction Period, the Participant's
      Restricted Stock that is at that time subject to a risk of forfeiture that
      has
      not lapsed or otherwise been satisfied shall be forfeited and reacquired by
      the
      Company; provided that the Committee may provide, by rule or regulation or
      in
      any Award Agreement, or may determine in any individual case, that forfeiture
      conditions relating to Restricted Stock Awards shall be waived in whole or
      in
      part in the event of terminations resulting from specified causes.

     

    (iii) Certificates
      for Stock.
      Restricted Stock granted under the Plan may be evidenced in such manner as
      the
      Committee shall determine. If certificates representing Restricted Stock are
      registered in the name of the Participant, the Committee may require that such
      certificates bear an appropriate legend referring to the terms, conditions
      and
      restrictions applicable to such Restricted Stock, that the Company retain
      physical possession of the certificates, and that the Participant deliver a
      stock power to the Company, endorsed in blank, relating to the Restricted
      Stock.

     

    (iv) Dividends
      and Splits.
      As a
      condition to the grant of a Restricted Stock Award, the Committee may require
      or
      permit a Participant to elect that any cash dividends paid on a Share of
      Restricted Stock be automatically reinvested in additional Shares of Restricted
      Stock or applied to the purchase of additional Awards under the Plan. Unless
      otherwise determined by the Committee, Shares distributed in connection with
      a
      stock split or stock dividend, and other property distributed as a dividend,
      shall be subject to restrictions and a risk of forfeiture to the same extent
      as
      the Restricted Stock with respect to which such Shares or other property have
      been distributed.

     

    (v) Minimum
      Vesting Period. Except
      for certain limited situations (including termination of employment, a Change
      in
      Control referred to in Section 9, grants to new hires to replace forfeited
      compensation, grants representing payment of earned Performance Awards or other
      incentive compensation, or grants to Directors), Restricted Stock Awards subject
      solely to future service requirements shall have a Restriction Period of not
      less than three years from date of grant (but permitting pro-rata vesting over
      such time). 

     

    (e) Deferred
      Stock Award.
      The
      Committee is authorized to grant Deferred Stock Awards to any Eligible Person
      on
      the following terms and conditions:

     

    (i) Award
      and Restrictions.
      Satisfaction of a Deferred Stock Award shall occur upon expiration of the
      deferral period specified for such Deferred Stock Award by the Committee (or,
      if
      permitted by the Committee, as elected by the Participant). In addition, a
      Deferred Stock Award shall be subject to such restrictions (which may include
      a
      risk of forfeiture) as the Committee may impose, if any, which restrictions
      may
      lapse at the expiration of the deferral period or at earlier specified times
      (including based on achievement of performance goals and/or future service
      requirements), separately or in combination, in installments or otherwise,
      as
      the Committee may determine. A Deferred Stock Award may be satisfied by delivery
      of Shares, cash equal to the Fair Market Value of the specified number of Shares
      covered by the Deferred Stock, or a combination thereof, as determined by the
      Committee at the date of grant or thereafter. Prior to satisfaction of a
      Deferred Stock Award, a Deferred Stock Award carries no voting or dividend
      or
      other rights associated with Share ownership.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (ii) Forfeiture.
      Except
      as otherwise determined by the Committee, upon termination of a Participant's
      Continuous Service during the applicable deferral period or portion thereof
      to
      which forfeiture conditions apply (as provided in the Award Agreement evidencing
      the Deferred Stock Award), the Participant's Deferred Stock Award that is at
      that time subject to a risk of forfeiture that has not lapsed or otherwise
      been
      satisfied shall be forfeited; provided that the Committee may provide, by rule
      or regulation or in any Award Agreement, or may determine in any individual
      case, that forfeiture conditions relating to a Deferred Stock Award shall be
      waived in whole or in part in the event of terminations resulting from specified
      causes, and the Committee may in other cases waive in whole or in part the
      forfeiture of any Deferred Stock Award.

     

    (iii) Dividend
      Equivalents.
      Unless
      otherwise determined by the Committee at date of grant, any Dividend Equivalents
      that are granted with respect to any Deferred Stock Award shall be either (A)
      paid with respect to such Deferred Stock Award at the dividend payment date
      in
      cash or in Shares of unrestricted stock having a Fair Market Value equal to
      the
      amount of such dividends, or (B) deferred with respect to such Deferred Stock
      Award and the amount or value thereof automatically deemed reinvested in
      additional Deferred Stock, other Awards or other investment vehicles, as the
      Committee shall determine or permit the Participant to elect.

     

    (f) Bonus
      Stock and Awards in Lieu of Obligations.
      The
      Committee is authorized to grant Shares to any Eligible Persons as a bonus,
      or
      to grant Shares or other Awards in lieu of obligations to pay cash or deliver
      other property under the Plan or under other plans or compensatory arrangements,
      provided that, in the case of Eligible Persons subject to Section 16 of the
      Exchange Act, the amount of such grants remains within the discretion of the
      Committee to the extent necessary to ensure that acquisitions of Shares or
      other
      Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares
      or Awards granted hereunder shall be subject to such other terms as shall be
      determined by the Committee.

     

    (g) Dividend
      Equivalents.
      The
      Committee is authorized to grant Dividend Equivalents in connection with another
      Award granted to any Eligible Person entitling the Eligible Person to receive
      cash, Shares, other Awards, or other property equal in value to the dividends
      paid with respect to a specified number of Shares, or other periodic payments.
      Dividend Equivalents may be awarded on a free-standing basis or in connection
      with another Award. The Committee may provide that Dividend Equivalents shall
      be
      paid or distributed when accrued or shall be deemed to have been reinvested
      in
      additional Shares, Awards, or other investment vehicles, and subject to such
      restrictions on transferability and risks of forfeiture, as the Committee may
      specify.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (h) Performance
      Awards.
      The
      Committee is authorized to grant Performance Awards to any Eligible Person
      payable in cash, Shares, or other Awards, on terms and conditions established
      by
      the Committee, subject to the provisions of Section 8 if and to the extent
      that
      the Committee shall, in its sole discretion, determine that an Award shall
      be
      subject to those provisions. The performance criteria to be achieved during
      any
      Performance Period and the length of the Performance Period shall be determined
      by the Committee upon the grant of each Performance Award;
      provided, however, that a Performance Period shall not be shorter than 12
      months
      nor
      longer than five years.
      Except
      as provided in Section 9 or as may be provided in an Award Agreement,
      Performance Awards will be distributed only after the end of the relevant
      Performance Period. The performance goals to be achieved for each Performance
      Period shall be conclusively determined by the Committee and may be based upon
      the criteria set forth in Section 8(b), or in the case of an Award that the
      Committee determines shall not be subject to Section 8 hereof, any other
      criteria that the Committee, in its sole discretion, shall determine should
      be
      used for that purpose. The amount of the Award to be distributed shall be
      conclusively determined by the Committee. Performance Awards may be paid in
      a
      lump sum or in installments following the close of the Performance Period or,
      in
      accordance with procedures established by the Committee, on a deferred
      basis.

     

    (i) Other
      Stock-Based Awards.
      The
      Committee is authorized, subject to limitations under applicable law, to grant
      to any Eligible Person such other Awards that may be denominated or payable
      in,
      valued in whole or in part by reference to, or otherwise based on, or related
      to, Shares, as deemed by the Committee to be consistent with the purposes of
      the
      Plan. Other Stock-Based Awards may be granted to Participants either alone
      or in
      addition to other Awards granted under the Plan, and such Other Stock-Based
      Awards shall also be available as a form of payment in the settlement of other
      Awards granted under the Plan. The Committee shall determine the terms and
      conditions of such Awards. Shares delivered pursuant to an Award in the nature
      of a purchase right granted under this Section 6(i) shall be purchased for
      such
      consideration, (including
      without limitation loans from the Company or a Related Entity provided that
      such
      loans are not in violation of the Sarbanes Oxley Act of 2002, or any rule or
      regulation adopted thereunder or any other applicable law) paid
      for
      at such times, by such methods, and in such forms, including, without
      limitation, cash, Shares, other Awards or other property, as the Committee
      shall
      determine. Except
      for certain limited situations (including termination of employment, a Change
      in
      Control referred to in Section 9, grants to new hires to replace forfeited
      compensation, grants representing payment of earned Performance Awards or other
      incentive compensation, or grants to Directors), Other Stock-Based Awards
      subject solely to future service requirements shall be subject to restrictions
      for a period of not less than three years from date of grant (but permitting
      pro-rata vesting over such time).

     

    7. Certain
      Provisions Applicable to Awards.

     

    (a) Stand-Alone,
      Additional, Tandem, and Substitute Awards.
      Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or exchange
      for, any other Award or any award granted under another plan of the Company,
      any
      Related Entity, or any business entity to be acquired by the Company or a
      Related Entity, or any other right of a Participant to receive payment from
      the
      Company or any Related Entity. Such additional, tandem, and substitute or
      exchange Awards may be granted at any time. If an Award is granted in
      substitution or exchange for another Award or award, the Committee shall require
      the surrender of such other Award or award in consideration for the grant of
      the
      new Award. In addition, Awards may be granted in lieu of cash compensation,
      including in lieu of cash amounts payable under other plans of the Company
      or
      any Related Entity, in which the value of Stock subject to the Award is
      equivalent in value to the cash compensation (for example, Deferred Stock or
      Restricted Stock), or in which the exercise price, grant price or purchase
      price
      of the Award in the nature of a right that may be exercised is equal to the
      Fair
      Market Value of the underlying Stock minus the value of the cash compensation
      surrendered (for example, Options or Stock Appreciation Right granted with
      an
      exercise price “discounted” by the amount of the cash compensation
      surrendered).

     

    
      
        
        

      

      
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    (b) Term
      of Awards.
      The
      term of each Award shall be for such period as may be determined by the
      Committee; provided that in no event shall the term of any Option or Stock
      Appreciation Right exceed a period of ten years (or in the case of an Incentive
      Stock Option such shorter term as may be required under Section 422 of the
      Code).

     

    (c) Form
      and Timing of Payment Under Awards; Deferrals.
      Subject
      to the terms of the Plan and any applicable Award Agreement, payments to be
      made
      by the Company or a Related Entity upon the exercise of an Option or other
      Award
      or settlement of an Award may be made in such forms as the Committee shall
      determine, including, without limitation, cash, Shares, other Awards or other
      property, and may be made in a single payment or transfer, in installments,
      or
      on a deferred basis. Any installment or deferral provided for in the preceding
      sentence shall, however, be subject to the Company’s compliance with the
      provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations adopted
      by the Securities and Exchange Commission thereunder, and all applicable rules
      of the Nasdaq Stock Market or any national securities exchange on which the
      Company’s securities are listed for trading and, if not listed for trading on
      either the Nasdaq Stock Market or a national securities exchange, then the
      rules
      of the Nasdaq Stock Market. The settlement of any Award may be accelerated,
      and
      cash paid in lieu of Stock in connection with such settlement, in the discretion
      of the Committee or upon occurrence of one or more specified events (in addition
      to a Change in Control). Installment or deferred payments may be required by
      the
      Committee (subject to Section 10(e) of the Plan, including the consent
      provisions thereof in the case of any deferral of an outstanding Award not
      provided for in the original Award Agreement) or permitted at the election
      of
      the Participant on terms and conditions established by the Committee. Payments
      may include, without limitation, provisions for the payment or crediting of
      a
      reasonable interest rate on installment or deferred payments or the grant or
      crediting of Dividend Equivalents or other amounts in respect of installment
      or
      deferred payments denominated in Shares.

     

    (d) Exemptions
      from Section 16(b) Liability.
      If the
      Company becomes a Publicly Held Corporation, it is the intent of the Company
      that the grant of any Awards to or other transaction by a Participant who is
      subject to Section 16 of the Exchange Act shall be exempt from Section 16
      pursuant to an applicable exemption (except for transactions acknowledged in
      writing to be non-exempt by such Participant). Accordingly, if any provision
      of
      this Plan or any Award Agreement does not comply with the requirements of Rule
      16b-3 then applicable to any such transaction, such provision shall be construed
      or deemed amended to the extent necessary to conform to the applicable
      requirements of Rule 16b-3 so that such Participant shall avoid liability under
      Section 16(b). 

     

    
      
        
        

      

      
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    8. Code
      Section 162(m) Provisions.

     

    (a) Covered
      Employees. If
      the
      Company becomes a Publicly Held Corporation, the Committee, in its discretion,
      may
      determine at the time an Award is granted to an Eligible Person who is, or
      is
      likely to be, as of the end of the tax year in which the Company would claim
      a
      tax deduction in connection with such Award, a Covered Employee, that the
      provisions of this Section 8 shall be applicable to such Award. 

     

    (b) Performance
      Criteria.
      If an
      Award is subject to this Section 8, then the lapsing of restrictions thereon
      and
      the distribution of cash, Shares or other property pursuant thereto, as
      applicable, shall be contingent upon achievement of one or more objective
      performance goals. Performance goals shall be objective and shall otherwise
      meet
      the requirements of Section 162(m) of the Code and regulations thereunder
      including the requirement that the level or levels of performance targeted
      by
      the Committee result in the achievement of performance goals being
“substantially uncertain.” One or more of the following business criteria for
      the Company, on a consolidated basis, and/or for Related Entities, or for
      business or geographical units of the Company and/or a Related Entity (except
      with respect to the total shareholder return and earnings per share criteria),
      shall be used by the Committee in establishing performance goals for such
      Awards: (1) earnings per share; (2) revenues or margins; (3) cash
      flow; (4) operating margin; (5) return on net assets, investment,
      capital, or equity; (6) economic value added; (7) direct contribution;
      (8) net income; pretax earnings; earnings before interest and taxes;
      earnings before interest, taxes, depreciation and amortization; earnings after
      interest expense and before extraordinary or special items; operating income;
      income before interest income or expense, unusual items and income taxes, local,
      state or federal and excluding budgeted and actual bonuses which might be paid
      under any ongoing bonus plans of the Company; (9) working capital;
      (10) management of fixed costs or variable costs; (11) identification
      or consummation of investment opportunities or completion of specified projects
      in accordance with corporate business plans, including strategic mergers,
      acquisitions or divestitures; (12) total shareholder return; and
      (13) debt reduction. Any of the above goals may be determined on an
      absolute or relative basis or as compared to the performance of a published
      or
      special index deemed applicable by the Committee including, but not limited
      to,
      the Standard & Poor’s 500 Stock Index or a group of companies that are
      comparable to the Company. The Committee may exclude the impact of an event
      or
      occurrence which the Committee determines should appropriately be excluded,
      including without limitation (i) restructurings, discontinued operations,
      extraordinary items, and other unusual or non-recurring charges, (ii) an event
      either not directly related to the operations of the Company or not within
      the
      reasonable control of the Company’s management, or (iii) a change in accounting
      standards required by generally accepted accounting principles.

     

    (c) Performance
      Period; Timing For Establishing Performance Goals.
      Achievement
      of performance goals in respect of such Performance Awards shall be measured
      over a Performance Period no shorter than 12 months and no longer than five
      years, as specified by the Committee. Performance goals shall be established
      not
      later than 90 days after the beginning of any Performance Period applicable
      to
      such Performance Awards, or at such other date as may be required or permitted
      for “performance-based compensation” under Code Section 162(m).

     

    
      
        
        

      

      
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    (d) Adjustments.
      The
      Committee may, in its discretion, reduce the amount of a settlement otherwise
      to
      be made in connection with Awards subject to this Section 8, but may not
      exercise discretion to increase any such amount payable to a Covered Employee
      in
      respect of an Award subject to this Section 8. The Committee shall specify
      the
      circumstances in which such Awards shall be paid or forfeited in the event
      of
      termination of Continuous Service by the Participant prior to the end of a
      Performance Period or settlement of Awards.

     

    9. Change
      in Control.

     

    (a) Effect
      of “Change in Control.”
      Subject
      to Section 9(a)(iv), and if and only to the extent provided in the Award
      Agreement, or to the extent otherwise determined by the Committee, upon the
      occurrence of a “Change in Control,” as defined in Section 9(b):

     

    (i) Any
      Option or Stock Appreciation Right that was not previously vested and
      exercisable as of the time of the Change in Control, shall become immediately
      vested and exercisable, subject to applicable restrictions set forth in Section
      10(a) hereof.

     

    (ii) Any
      restrictions, deferral of settlement, and forfeiture conditions applicable
      to a
      Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award
      subject only to future service requirements granted under the Plan shall lapse
      and such Awards shall be deemed fully vested as of the time of the Change in
      Control, except to the extent of any waiver by the Participant and subject
      to
      applicable restrictions set forth in Section 10(a) hereof.

     

    (iii) With
      respect to any outstanding Award subject to achievement of performance goals
      and
      conditions under the Plan, the Committee may, in its discretion, deem such
      performance goals and conditions as having been met as of the date of the Change
      in Control. 

     

    (iv) Notwithstanding
      the foregoing, if in the event of a Change in Control the successor company
      assumes or substitutes for an Option, Stock Appreciation Right, Restricted
      Stock
      Award, Deferred Stock Award or Other Stock-Based Award, then each outstanding
      Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award
      or Other Stock-Based Award shall not be accelerated as described in Sections
      9(a)(i), (ii) and (iii). For the purposes of this Section 9(a)(iv), an Option,
      Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
      Stock-Based Award shall be considered assumed or substituted for if following
      the Change in Control the award confers the right to purchase or receive, for
      each Share subject to the Option, Stock Appreciation Right, Restricted Stock
      Award, Deferred Stock Award or Other Stock-Based Award immediately prior to
      the
      Change in Control, the consideration (whether stock,
      cash or
      other securities or property) received in the transaction constituting a Change
      in Control by holders of Shares for each Share held on the effective date of
      such transaction (and if holders were offered a choice of consideration, the
      type of consideration chosen by the holders of a majority of the outstanding
      shares); provided, however, that if such consideration received in the
      transaction constituting a Change in Control is not solely common stock of
      the
      successor company or its parent or subsidiary, the Committee may, with the
      consent of the successor company or its parent or subsidiary, provide that
      the
      consideration to be received upon the exercise or vesting of an Option, Stock
      Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
      Stock-Based Award, for each Share subject thereto, will be solely common stock
      of the successor company or its parent of subsidiary substantially equal in
      fair
      market value to the per share consideration received by holders of Shares in
      the
      transaction constituting a Change in Control. The determination of such
      substantial equality of value of consideration shall be made by the Committee
      in
      its sole discretion and its determination shall be conclusive and binding.
      Notwithstanding
      the foregoing, on such terms and conditions as may be set forth in an Award
      Agreement, in the event of a termination of a Participant’s employment in such
      successor company (other than for Cause) within 24 months following such Change
      in Control, each Award held by such Participant at the time of the Change in
      Control shall be accelerated as described in Sections 9(a)(i), (ii) and (iii)
      above.

     

    
      
        
        

      

      
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    (b) Definition
      of “Change in Control”.
      Unless
      otherwise specified in an Award Agreement, a “Change in Control” shall mean the
      occurrence of any of the following:

     

    (i) The
      acquisition by any Person of Beneficial Ownership (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
      of
      either (A) the then outstanding shares of common stock of the Company (the
      “Outstanding Company Common Stock”) or (B) the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the
      election of directors (the “Outstanding Company Voting Securities) (the
      foregoing Beneficial Ownership hereinafter being referred to as a "Controlling
      Interest"); provided, however, that for purposes of this Section 9(b), the
      following acquisitions shall not constitute or result in a Change of Control:
      (v) any acquisition directly from the Company; (w) any acquisition by the
      Company; (x) any acquisition by any Person that as of the Effective Date owns
      Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any Subsidiary; or (z) any acquisition by any corporation pursuant to a
      transaction which complies with clauses (A), (B) and (C) of subsection (iii)
      below; or

     

    (ii) During
      any period of two (2) consecutive years (not including any period prior to
      the
      Effective Date) individuals who constitute the Board on the Effective Date
      (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
      Board; provided, however, that any individual becoming a director subsequent
      to
      the Effective Date whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least a majority of the directors
      then comprising the Incumbent Board shall be considered as though such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as a
      result of an actual or threatened election contest with respect to the election
      or removal of directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board; or

     

    
      
        
        

      

      
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    (iii) Consummation
      of a reorganization, merger, statutory share exchange or consolidation or
      similar corporate transaction involving the Company or any of its Subsidiaries,
      a sale or other disposition of all or substantially all of the assets of the
      Company, or the acquisition of assets or stock of another entity by the Company
      or any of its Subsidiaries (each a “Business Combination”), in each case,
      unless, following such Business Combination, (A) all or substantially all of
      the
      individuals and entities who were the Beneficial Owners, respectively, of the
      Outstanding Company Common Stock and Outstanding Company Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than fifty percent (50%) of the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case
      may be, of the corporation resulting from such Business Combination (including,
      without limitation, a corporation which as a result of such transaction owns
      the
      Company or all or substantially all of the Company’s assets either directly or
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership, immediately prior to such Business Combination of the Outstanding
      Company Common Stock and Outstanding Company Voting Securities, as the case
      may
      be, (B) no Person (excluding any employee benefit plan (or related trust) of
      the
      Company or such corporation resulting from such Business Combination or any
      Person that as of the Effective Date owns Beneficial Ownership of a Controlling
      Interest) beneficially owns, directly or indirectly, fifty percent (50%) or
      more
      of the then outstanding shares of common stock of the corporation resulting
      from
      such Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such ownership
      existed prior to the Business Combination and (C) at least a majority of the
      members of the Board of Directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board, providing
      for
      such Business Combination; or 

     

    (iv) Approval
      by the shareholders of the Company of a complete liquidation or dissolution
      of
      the Company. 

     

    10. General
      Provisions. 

     

    (a) Compliance
      With Legal and Other Requirements.
      The
      Company may, to the extent deemed necessary or advisable by the Committee,
      postpone the issuance or delivery of Shares or payment of other benefits under
      any Award until completion of such registration or qualification of such Shares
      or other required action under any federal or state law, rule or regulation,
      listing or other required action with respect to any stock exchange or automated
      quotation system upon which the Shares or other Company securities are listed
      or
      quoted, or compliance with any other obligation of the Company, as the
      Committee, may consider appropriate, and may require any Participant to make
      such representations, furnish such information and comply with or be subject
      to
      such other conditions as it may consider appropriate in connection with the
      issuance or delivery of Shares or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations. 

     

    (b) Limits
      on Transferability; Beneficiaries.
      No
      Award or other right or interest granted under the Plan shall be pledged,
      hypothecated or otherwise encumbered or subject to any lien, obligation or
      liability of such Participant to any party, or assigned or transferred by such
      Participant otherwise than by will or the laws of descent and distribution
      or to
      a Beneficiary upon the death of a Participant, and such Awards or rights that
      may be exercisable shall be exercised during the lifetime of the Participant
      only by the Participant or his or her guardian or legal representative, except
      that Awards and other rights (other than Incentive Stock Options and Stock
      Appreciation Rights in tandem therewith) may be transferred to one or more
      Beneficiaries or other transferees during the lifetime of the Participant,
      and
      may be exercised by such transferees in accordance with the terms of such Award,
      but only if and to the extent such transfers are permitted by the Committee
      pursuant to the express terms of an Award Agreement (subject to any terms and
      conditions which the Committee may impose thereon). A Beneficiary, transferee,
      or other person claiming any rights under the Plan from or through any
      Participant shall be subject to all terms and conditions of the Plan and any
      Award Agreement applicable to such Participant, except as otherwise determined
      by the Committee, and to any additional terms and conditions deemed necessary
      or
      appropriate by the Committee.

     

    
      
        
        

      

      
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    (c) Adjustments.
      

     

    (i) Adjustments
      to Awards. In
      the
      event that any extraordinary dividend or other distribution (whether in the
      form
      of cash, Shares, or other property), recapitalization, forward or reverse split,
      reorganization, merger, consolidation, spin-off, combination, repurchase, share
      exchange, liquidation, dissolution or other similar corporate transaction or
      event affects the Shares and/or such other securities of the Company or any
      other issuer such that a substitution, exchange, or adjustment is determined
      by
      the Committee to be appropriate, then the Committee shall, in such manner as
      it
      may deem equitable, substitute, exchange or adjust any or all of (A) the
      number and kind of Shares which may be delivered in connection with Awards
      granted thereafter, (B) the number and kind of Shares by which annual
      per-person Award limitations are measured under Section 5 hereof, (C) the
      number and kind of Shares subject to or deliverable in respect of outstanding
      Awards, (D) the exercise price, grant price or purchase price relating to
      any Award and/or make provision for payment of cash or other property in respect
      of any outstanding Award, and (E) any other aspect of any Award that the
      Committee determines to be appropriate. 

     

    (ii) Adjustments
      in Case of Certain Corporate Transactions.
      In the
      event of any merger, consolidation or other reorganization in which the Company
      does not survive, or in the event of any Change in Control, any outstanding
      Awards may be dealt with in accordance with any of the following approaches,
      as
      determined by the agreement effectuating the transaction or, if and to the
      extent not so determined, as determined by the Committee: (a) the continuation
      of the outstanding Awards by the Company, if the Company is a surviving
      corporation, (b) the assumption or substitution for, as those terms are defined
      in Section 9(b)(iv) hereof, the outstanding Awards by the surviving corporation
      or its parent or subsidiary, (c) full exercisability or vesting and accelerated
      expiration of the outstanding Awards, or (d) settlement of the value of the
      outstanding Awards in cash or cash equivalents or other property followed by
      cancellation of such Awards (which value, in the case of Options or Stock
      Appreciation Rights, may in the discretion of the Committee be measured by
      the
      amount, if any, by which the Fair Market Value of a Share exceeds the exercise
      or grant price of the Option or Stock Appreciation Right as of the effective
      date of the transaction). The Committee shall give written notice of any
      proposed transaction referred to in this Section 10(c)(ii) a reasonable period
      of time prior to the closing date for such transaction (which notice may be
      given either before or after the approval of such transaction), in order that
      Participants may have a reasonable period of time prior to the closing date
      of
      such transaction within which to exercise any Awards that are then exercisable
      (including any Awards that may become exercisable upon the closing date of
      such
      transaction). A Participant may condition his exercise of any Awards upon the
      consummation of the transaction.

     

    
      
        
        

      

      
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    (iii) Other
      Adjustments.
      The
      Committee (and the Board if and only to the extent such authority is not
      required to be exercised by the Committee to comply with Section 162(m) of
      the
      Code) is authorized to make adjustments in the terms and conditions of, and
      the
      criteria included in, Awards (including Performance Awards, or performance
      goals
      relating thereto) in recognition of unusual or nonrecurring events (including,
      without limitation, acquisitions and dispositions of businesses and assets)
      affecting the Company, any Related Entity or any business unit, or the financial
      statements of the Company or any Related Entity, or in response to changes
      in
      applicable laws, regulations, accounting principles, tax rates and regulations
      or business conditions or in view of the Committee's assessment of the business
      strategy of the Company, any Related Entity or business unit thereof,
      performance of comparable organizations, economic and business conditions,
      personal performance of a Participant, and any other circumstances deemed
      relevant.

     

    (d) Taxes.
      The
      Company and any Related Entity are authorized to withhold from any Award
      granted, any payment relating to an Award under the Plan, including from a
      distribution of Shares, or any payroll or other payment to a Participant,
      amounts of withholding and other taxes due or potentially payable in connection
      with any transaction involving an Award, and to take such other action as the
      Committee may deem advisable to enable the Company or any Related Entity and
      Participants to satisfy obligations for the payment of withholding taxes and
      other tax obligations relating to any Award. This authority shall include
      authority to withhold or receive Shares or other property and to make cash
      payments in respect thereof in satisfaction of a Participant's tax obligations,
      either on a mandatory or elective basis in the discretion of the
      Committee.

     

    (e) Changes
      to the Plan and Awards.
      The
      Board may amend, alter, suspend, discontinue or terminate the Plan, or the
      Committee's authority to grant Awards under the Plan, without the consent of
      shareholders or Participants, except that any amendment or alteration to the
      Plan shall be subject to the approval of the Company's shareholders not later
      than the annual meeting next following such Board action if such shareholder
      approval is required by any federal or state law or regulation (including,
      without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any
      stock
      exchange or automated quotation system on which the Shares may then be listed
      or
      quoted, and the Board may otherwise, in its discretion, determine to submit
      other such changes to the Plan to shareholders for approval; provided that,
      without the consent of an affected Participant, no such Board action may
      materially and adversely affect the rights of such Participant under any
      previously granted and outstanding Award. The Committee may waive any conditions
      or rights under, or amend, alter, suspend, discontinue or terminate any Award
      theretofore granted and any Award Agreement relating thereto, except as
      otherwise provided in the Plan; provided that, without the consent of an
      affected Participant, no such Committee or the Board action may materially
      and
      adversely affect the rights of such Participant under such Award.
      Notwithstanding anything to the contrary, the Committee shall be authorized
      to
      amend any outstanding Option and/or Stock Appreciation Right to reduce the
      exercise price or grant price without the prior approval of the shareholders
      of
      the Company. In addition, the Committee shall be authorized to cancel
      outstanding Options and/or Stock Appreciate Rights replaced with Awards having
      a
      lower exercise price without the prior approval of the shareholders of the
      Company.

     

    
      
        
        

      

      
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    (f) Limitation
      on Rights Conferred Under Plan.
      Neither
      the Plan nor any action taken hereunder shall be construed as (i) giving
      any Eligible Person or Participant the right to continue as an Eligible Person
      or Participant or in the employ or service of the Company or a Related Entity;
      (ii) interfering in any way with the right of the Company or a Related
      Entity to terminate any Eligible Person's or Participant's Continuous Service
      at
      any time, (iii) giving an Eligible Person or Participant any claim to be
      granted any Award under the Plan or to be treated uniformly with other
      Participants and Employees, or (iv) conferring on a Participant any of the
      rights of a shareholder of the Company unless and until the Participant is
      duly
      issued or transferred Shares in accordance with the terms of an
      Award.

     

    (g) Unfunded
      Status of Awards; Creation of Trusts.
      The
      Plan is intended to constitute an “unfunded” plan for incentive and deferred
      compensation. With respect to any payments not yet made to a Participant or
      obligation to deliver Shares pursuant to an Award, nothing contained in the
      Plan
      or any Award shall give any such Participant any rights that are greater than
      those of a general creditor of the Company; provided that the Committee may
      authorize the creation of trusts and deposit therein cash, Shares, other Awards
      or other property, or make other arrangements to meet the Company's obligations
      under the Plan. Such trusts or other arrangements shall be consistent with
      the
“unfunded” status of the Plan unless the Committee otherwise determines with the
      consent of each affected Participant. The trustee of such trusts may be
      authorized to dispose of trust assets and reinvest the proceeds in alternative
      investments, subject to such terms and conditions as the Committee may specify
      and in accordance with applicable law.

     

    (h) Nonexclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board nor its submission to the shareholders
      of
      the Company for approval shall be construed as creating any limitations on
      the
      power of the Board or a committee thereof to adopt such other incentive
      arrangements as it may deem desirable including incentive arrangements and
      awards which do not qualify under Section 162(m) of the Code.

     

    (i) Payments
      in the Event of Forfeitures; Fractional Shares.
      Unless
      otherwise determined by the Committee, in the event of a forfeiture of an Award
      with respect to which a Participant paid cash or other consideration, the
      Participant shall be repaid the amount of such cash or other consideration.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award. The Committee shall determine whether cash, other Awards or other
      property shall be issued or paid in lieu of such fractional shares or whether
      such fractional shares or any rights thereto shall be forfeited or otherwise
      eliminated.

     

    (j) Governing
      Law.
      The
      validity, construction and effect of the Plan, any rules and regulations under
      the Plan, and any Award Agreement shall be determined in accordance with the
      laws of the State of Georgia without giving effect to principles of conflict
      of
      laws, and applicable federal law.

     

    (k) Non-U.S.
      Laws.
      The
      Committee shall have the authority to adopt such modifications, procedures,
      and
      subplans as may be necessary or desirable to comply with provisions of the
      laws
      of foreign countries in which the Company or its Subsidiaries may operate to
      assure the viability of the benefits from Awards granted to Participants
      performing services in such countries and to meet the objectives of the Plan.
      

     

    
      
        
        

      

      
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    (l) Plan
      Effective Date; Termination of Plan.
      The
      Plan shall become effective on the Effective Date. The Plan shall terminate
      at
      the earliest of (a) such time as no Shares remain available for issuance under
      the Plan, (b) termination of this Plan by the Board, or (c) the tenth
      anniversary of the Effective Date. Awards outstanding upon expiration of the
      Plan shall remain in effect until they have been exercised or terminated, or
      have expired. 

     

    
      
        
        

      

      
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    FORM
      OF

    VYSTAR
      CORPORATION

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    FOR

     

      
        

      

    

     

    Agreement

     

    1. Grant
      of Option.
      Vystar
      Corporation (the “Company”) hereby grants, as of ______________, 200___ (“Date
      of Grant”), to _____________________________________ (the
      “Optionee”) an option (the “Option”) to purchase up to ___________________
      shares of the Company’s Common Stock, having no par value per share (the
“Shares”), at an exercise price per share equal to $__________ (the “Exercise
      Price”). The Option shall be subject to the terms and conditions set forth
      herein. The Option was issued pursuant to the Company’s 2004 Long Term Incentive
      Compensation Plan (the “Plan”), which is incorporated herein for all purposes.
      The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option.
      The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to
      be
      bound by all of the terms and conditions hereof and thereof and all applicable
      laws and regulations.

     

    2. Definitions.
      Unless
      otherwise provided herein, terms used herein that are defined in the Plan and
      not defined herein shall have the meanings attributed thereto in the
      Plan.

     

    3. Exercise
      Schedule.
      Except
      as otherwise provided in Sections 6 or 10 of this Agreement, or in the Plan,
      the
      Option is exercisable in installments as provided below, which shall be
      cumulative. To the extent that the Option has become exercisable with respect
      to
      a percentage of Shares as provided below, the Option may thereafter be exercised
      by the Optionee, in whole or in part, at any time or from time to time prior
      to
      the expiration of the Option as provided herein. The following table indicates
      each date (the “Vesting Date”) upon which the Optionee shall be entitled to
      exercise the Option with respect to the percentage of Shares granted as
      indicated beside the date, provided that the Continuous Service of the Optionee
      continues through and on the applicable Vesting Date: 

     

    
      	
              Percentage
                of Shares

            	 	
              Vesting
                Date

            


    

     

    Except
      as
      otherwise specifically provided herein, there shall be no proportionate or
      partial vesting in the periods prior to each Vesting Date, and all vesting
      shall
      occur only on the appropriate Vesting Date. Upon the termination of the
      Optionee’s Continuous Service with the Company and its Related Entities, any
      unvested portion of the Option shall terminate and be null and
      void.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Method
      of Exercise.
      The
      vested portion of this Option shall be exercisable in whole or in part in
      accordance with the exercise schedule set forth in Section 3 hereof by written
      notice which shall state the election to exercise the Option, the number of
      Shares in respect of which the Option is being exercised, and such other
      representations and agreements as to the holder’s investment intent with respect
      to such Shares as may be required by the Company pursuant to the provisions
      of
      the Plan. Such written notice shall be signed by the Optionee and shall be
      delivered in person or by certified mail to the Secretary of the Company. The
      written notice shall be accompanied by payment of the Exercise Price. This
      Option shall be deemed to be exercised after both (a) receipt by the Company
      of
      such written notice accompanied by the Exercise Price and (b) arrangements
      that
      are satisfactory to the Committee in its sole discretion have been made for
      Optionee’s payment to the Company of the amount, if any, that is necessary to be
      withheld in accordance with applicable Federal or state withholding
      requirements. No Shares will be issued pursuant to the Option unless and until
      such issuance and such exercise shall comply with all relevant provisions of
      applicable law, including the requirements of any stock exchange upon which
      the
      Shares then may be traded.

     

    5. Method
      of Payment.
      Payment
      of the Exercise Price shall be by any of the following, or a combination
      thereof, at the election of the Optionee: (a) cash; (b) check; (c) with Shares
      that have been held by the Optionee for at least 6 months (or such other Shares
      as the Company determines will not cause the Company to recognize for financial
      accounting purposes a charge for compensation expense), or (d) such other
      consideration or in such other manner as may be determined by the Committee
      in
      its absolute discretion.

     

    6. Termination
      of Option.
      

     

    (a) Any
      unexercised portion of the Option shall automatically and without notice
      terminate and become null and void at the time of the earliest to occur of
      the
      following:

     

    (i) unless
      the Committee otherwise determines in writing in its sole discretion, three
      months after the date on which the Optionee’s Continuous Service with the
      Company and its Related Entities is terminated for any reason other than by
      reason of (A) by the Company or a Related Entity for Cause, (B) a Disability
      of
      the Optionee as determined by a medical doctor satisfactory to the Committee,
      or
      (C) the Optionee's death;

     

    (ii) immediately
      upon the termination of the Optionee’s Continuous Service with the Company and
      its Related Entities for Cause;

     

    (iii) twelve
      months after the date on which the Optionee’s Continuous Service with the
      Company and its Related Entities is terminated by reason of a Disability as
      determined by a medical doctor satisfactory to the Committee;

     

    (iv) twelve
      months after the date of termination of the Optionee’s Continuous Service with
      the Company and its Related Entities by reason of the death of the Optionee
      (or,
      if later, three months after the date on which the Optionee shall die if such
      death shall occur during the one year period specified in paragraph (iii) of
      this Section 6); 

     

    (v) the
      tenth
      anniversary of the date as of which the Option is granted; or

     

    (vi) immediately
      in the event that the Optionee shall file any lawsuit or arbitration claim
      against the Company or any Subsidiary, or any of their respective officers,
      directors or shareholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) To
      the
      extent not previously exercised, (i) the Option shall terminate immediately
      in
      the event of (1) the liquidation or dissolution of the Company, or (2) any
      reorganization, merger, consolidation or other form of corporate transaction
      in
      which the Company does not survive or the Shares are converted into or exchanged
      for securities issued by another entity, or an affiliate of such successor
      or
      acquiring entity, unless the successor or acquiring entity, or an affiliate
      of
      such successor or acquiring entity, assumes the Option or substitutes an
      equivalent option or right pursuant to Section 10(c) of the Plan, and (ii)
      the
      Committee in its sole discretion may by written notice (“cancellation notice”)
      cancel, effective upon the consummation of any corporate transaction described
      in Subsection 9(b)(i)]
      of
      the
      Plan in which the Company does survive, the Option (or portion thereof) that
      remains unexercised on such date. The Committee shall give written notice of
      any
      proposed transaction referred to in this Section 6(b) a reasonable period of
      time prior to the closing date for such transaction (which notice may be given
      either before or after approval of such transaction), in order that the Optionee
      may have a reasonable period of time prior to the closing date of such
      transaction within which to exercise the Option if and to the extent that it
      then is exercisable (including any portion of the Option that may become
      exercisable upon the closing date of such transaction). The Optionee may
      condition his exercise of the Option upon the consummation of a transaction
      referred to in this Section 6(b). 

     

    (c) The
      Company in its sole discretion may at any time during the Restricted Period,
      as
      defined in Section 7(a) hereof, by giving written notice to the Optionee, cancel
      the Option and instead pay to the Optionee, or his estate if the Optionee is
      deceased, an amount equal to the excess, if any, of (i) the fair market value,
      determined by the Committee as of any date determined by the Committee that
      is
      not more than one year prior to the date of the cancellation, of the Shares
      with
      respect to which the Option otherwise would have been exercisable, over (ii)
      the
      Exercise Price for such shares. Any determination of fair market value made
      by
      the Committee shall be binding and conclusive on all parties unless shown to
      have been made in an arbitrary and capricious manner. The purchase price shall,
      at the option of the Company, be payable in cash or in the form of the Company’s
      promissory note payable in up to three equal annual installments commencing
      12
      months after the acquisition by the Company (the “Acquisition Date’) of the
      Shares, together with interest on the unpaid balance thereof at the rate equal
      to the prime rate of interest as quoted in the Wall Street Journal for the
      Acquisition Date.

     

    7. Restrictions
      While Stock is Not Registered. 

     

    (a) Restricted
      Shares.
      Any
      shares of Stock acquired upon exercise of the Option specified in Section 1
      and
      (i) all shares of the Company’s capital stock received as a dividend or other
      distribution upon such shares, and (ii) all shares of capital stock or other
      securities of the Company into which such shares may be changed or for which
      such shares shall be exchanged, whether through reorganization,
      recapitalization, stock split-ups or the like, shall be subject to the
      provisions of this Section 7 at all times, and only at those times, that shares
      of the Company’s Common Stock are not registered under the Securities Exchange
      Act of 1934, as amended (such times during which the Stock is not so registered
      sometimes hereinafter being referred to as the “Restricted Period”) and are
      during the Restricted Period hereinafter referred to as “Restricted Shares.”


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) No
      Sale or Pledge of Restricted Shares.
      Except
      as otherwise provided herein, the Optionee agrees and covenants that during
      the
      Restricted Period he or she will not sell, pledge, encumber or otherwise
      transfer or dispose of, and will not permit to be sold, encumbered, attached
      or
      otherwise disposed of or transferred in any manner, either voluntarily or by
      operation of law (all hereinafter collectively referred to as “transfers”), all
      or any portion of the Restricted Shares or any interest therein except in
      accordance with and subject to the terms of this Section 7.

     

    (c) Voluntary
      Transfer Repurchase Option.
      If the
      Optionee desires to effect a voluntary transfer of any of the Restricted Shares
      during the Restricted Period, the Optionee shall first give written notice
      to
      the Company of such intent to transfer (the “Offer Notice”) specifying (i) the
      number of the Restricted Shares (the “Offered Shares”) and the date of the
      proposed transfer (which shall not be less than fifty (50) days after the giving
      of the Offer Notice), (ii) the name, address, and principal business of the
      proposed transferee (the “Transferee”), and (iii) the price and other terms and
      conditions of the proposed transfer of the Offered Shares to the Transferee.
      The
      Offer Notice by the Optionee shall constitute an offer to sell all, but not
      less
      than all, of the Offered Shares, at the price and on the terms specified in
      such
      Offer Notice, to the Company and/or its designated purchaser. If the Company
      desires to accept the Optionee’s offer to sell, either for itself or on behalf
      of its designated purchaser, the Company shall signify such acceptance by
      written notice to Optionee within fifty (50) days following the giving of the
      Option Notice. Failing such acceptance, the Optionee’s offer shall lapse on the
      fifty-first day following the giving of the Option Notice. With such written
      acceptance, the Company shall designate a day not later than ten days following
      the date of giving its notice of acceptance on which the Company or its
      designated purchaser shall deliver the purchase price of the Offered Shares
      (in
      the same form as provided in the Offer Notice) and the Optionee shall deliver
      to
      the Company or its designated Purchaser, as applicable, all certificates
      evidencing the Offered Shares endorsed in blank for transfer or with separate
      stock powers endorsed in blank for transfer. The Company may in its sole and
      absolute discretion, notify the Optionee within fifty-one days following the
      giving of the Option Notice that it does not permit the transfer of the Offered
      Shares to the Transferee pursuant to the terms and conditions set forth in
      the
      Option Notice in which event any such transfer or attempted transfer by the
      Optionee to the Transferee shall be null and void. Upon the lapse without
      acceptance by the Company of the Optionee’s offer to sell the Offered Shares,
      and unless the Company shall provide written notice to the Optionee within
      fifty-one days following the giving of the Option Notice that it will not permit
      the transfer of the Offered Shares to the Transferee pursuant to the terms
      and
      conditions set forth in the Option Notice, the Optionee shall be free to
      transfer the Offered Shares not purchased by the Company or the designated
      purchaser to the Transferee (and no one else), for a price and on terms and
      conditions which are no more favorable to the Transferee than those set forth
      in
      the Offer Notice, for a period of thirty days thereafter, but after such period
      the restrictions of this Section 7 shall again apply to the Restricted Shares.
      The Offered Shares so transferred by the Optionee to the Transferee shall
      continue to be subject to all of the terms and conditions of this Section 7
      (including without limitation paragraph (f) of this Section 7) and the Company
      shall have the right to require, as a condition of such transfer, that the
      Transferee execute an agreement substantially in the form and content of the
      provisions of this Section 7, as well as any voting agreement and/or
      shareholders agreement required by the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Involuntary
      Transfer Repurchase Option.
      Whenever, during the Restricted Period, the Optionee has any notice or knowledge
      of any attempted, pending, or consummated involuntary transfer or lien or charge
      upon any of the Restricted Shares, whether by operation of law or otherwise,
      the
      Optionee shall give immediate written notice thereof to the Company. Whenever
      the Company has any other notice or knowledge of any such attempted, impending,
      or consummated involuntary transfer, lien, or charge, it shall give written
      notice thereof to the Optionee. In either case, the Optionee agrees to disclose
      forthwith to the Company all pertinent information in his possession relating
      thereto. If during the Restricted Period any of the Restricted Shares are
      subjected to any such involuntary transfer, lien, or charge, the Company and
      its
      designated purchaser shall at all times have the immediate and continuing option
      to purchase such of the Restricted Shares upon notice by the Company to the
      Optionee or other record holder at a price and on terms determined according
      to
      Section 7(g) below, and any of the Restricted Shares so purchased by the Company
      or its designated purchaser shall in every case be free and clear of such
      transfer, lien, or charge. 

     

    (e) Excepted
      Transfers.
      The
      provisions of Sections 7(b) and (c) shall not apply to transfers by the Optionee
      to his or her spouse, lineal descendants or trustee of trusts for their benefit,
      provided, however, that during the Restricted Period the Optionee shall continue
      to be subject to all of the terms and provisions of this Section 7 with respect
      to any remaining present or future interest whatsoever he or she may have in
      the
      transferred Restricted Shares, and, further provided that during the Restricted
      Period any shares transferred pursuant to this subsection (e) shall continue
      to
      be treated as Restricted Shares and the transferee of any such Restricted Shares
      shall likewise be subject to all such terms and conditions of this Section
      7 as
      though such transferee were a party hereto. 

     

    (f) Repurchase
      Option After Termination of Continuous Service.
      Anything set forth in this Agreement to the contrary notwithstanding, the
      Company shall have the right (but not the obligation) to purchase or designate
      a
      purchaser of all, but not less than all, of the Restricted Shares (including,
      without limitation, any Restricted Shares transferred pursuant to Section 7(e))
      during the Restricted Period and after termination of the Optionee’s Continuous
      Service for any reason, for the purchase price and on terms specified in Section
      7(g) hereof. The Company may exercise its right to purchase or designate a
      purchaser of the Restricted Shares at any time (without any time limitation)
      after the Optionee’s termination of Continuous Service and during the Restricted
      Period. If the Company chooses to exercise its right to purchase the Restricted
      Shares hereunder, the Company shall give its notice of its exercise of this
      right to the Optionee or his or her legal representative specifying in such
      notice a date not later than ten (10) days following the date of giving such
      notice on which the Company or its designated purchaser shall deliver, or be
      prepared to deliver, the check or promissory note for the purchase price and
      the
      Optionee or his or her legal representative shall deliver all stock certificates
      evidencing such Restricted Shares duly endorsed in blank for transfer or with
      separate stock powers endorsed in blank for transfer. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) Repurchase
      Price.
      For
      purposes of Sections 7(d) and (f) hereof, the per share purchase price of
      Restricted Shares shall be an amount equal to the fair market value of such
      share, determined by the Committee as of any date determined by the Committee
      that is not more than one year prior to the date of the event giving rise to
      the
      Company’s right to purchase such Restricted Shares. [Notwithstanding the
      foregoing, if the event that gives rise to the Company’s right to repurchase the
      Restricted Shares is the termination of Optionee’s Continuous Service by the
      Company or a Related Entity for Cause, the per share purchase price of the
      Restricted Shares shall be an amount equal to the lesser of (1) the fair market
      value of such share (as determined in accordance with the previous sentence),
      and (2) the original purchase price per share the Optionee paid for such
      Restricted Shares.] Any determination of fair market value made by the Committee
      shall be binding and conclusive on all parties unless shown to have been made
      in
      an arbitrary and capricious manner. The purchase price shall, at the option
      of
      the Company, be payable in cash or in the form of the Company’s promissory note
      payable in up to three equal annual installments commencing 12 months after
      the
      acquisition by the Company (the “Restricted Share Acquisition Date”) of the
      Restricted Shares, together with interest on the unpaid balance thereof at
      the
      rate equal to the prime rate of interest as quoted in the [Wall Street Journal]
      on the Restricted Share Acquisition Date. 

     

    [(h) Voting
      Rights.
      As a
      condition to the Optionee’s exercise of any Option pursuant to this Agreement,
      the Company may in its discretion require that the Optionee enter into a voting
      agreement that grants the Company the voting rights for all shares of Stock
      acquired pursuant to the exercise of such Options, until the earlier of (i)
      10
      years from the date of exercise of the Option, or (ii) the end of the Restricted
      Period, such voting agreement to be in such form as the Company reasonably
      may
      request.]

     

    (i) Legends.
      The
      certificate or certificates representing any Restricted Shares acquired pursuant
      to the exercise of this Option prior to the last day of the Restricted Period
      shall bear the following legends (as well as any legends required by applicable
      state and federal corporate and securities laws):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
      PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
      OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
      SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
      COMPLIANCE THEREWITH.

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      TRANSFER AND RIGHT OF FIRST REFUSAL AND REPURCHASE OPTIONS HELD BY THE ISSUER
      OR
      ITS ASSIGNEE(S) AS SET FORTH IN A NONQUALIFIED STOCK OPTION AGREEMENT BETWEEN
      THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
      OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS,
      RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHTS ARE BINDING ON TRANSFEREES OF
      THESE
      SHARES.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Transferability.
      Unless
      otherwise determined by the Committee, the Option granted hereby is not
      transferable otherwise than by will or under the applicable laws of descent
      and
      distribution, and during the lifetime of the Optionee the Option shall be
      exercisable only by the Optionee, or the Optionee’s guardian or legal
      representative. In addition, the Option shall not be assigned, negotiated,
      pledged or hypothecated in any way (whether by operation of law or otherwise),
      and the Option shall not be subject to execution, attachment or similar process.
      Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the
      Option, or in the event of any levy upon the Option by reason of any execution,
      attachment or similar process contrary to the provisions hereof, the Option
      shall immediately become null and void. The terms of this Option shall be
      binding upon the executors, administrators, heirs, successors and assigns of
      the
      Optionee. The terms of this Option shall be binding upon the executors,
      administrators, heirs, successors and permitted assigns of the
      Optionee.

     

    9. No
      Rights of Stockholders.
      Neither
      the Optionee nor any personal representative (or beneficiary) shall be, or
      shall
      have any of the rights and privileges of, a stockholder of the Company with
      respect to any shares of Stock purchasable or issuable upon the exercise of
      the
      Option, in whole or in part, prior to the date of exercise of the
      Option.

     

    10. Acceleration
      of Exercisability of Option.
      

     

    (a) This
      Option shall become immediately fully exercisable in the event that, prior
      to
      the termination of the Option pursuant to Section 6 hereof, (i) the Company
      exercises its discretion to provide a cancellation notice with respect to the
      Option pursuant to Section 6(b)(ii) hereof, or (ii) the Option is terminated
      pursuant to Section 6(b)(i) hereof.

     

    (b) This
      Option [shall] [shall not] become immediately fully exercisable in the event
      that, prior to the termination of the Option pursuant to Section 6 hereof,
      and
      during the Optionee's Continuous Service, there is a “Change in Control”, as
      defined in Section 9(b) of the Plan.

     

    11. No
      Right to Continued Employment.
      Neither
      the Option nor this Agreement shall confer upon the Optionee any right to
      continued employment or service with the Company.

     

    12. Law
      Governing.
      This
      Agreement shall be governed in accordance with and governed by the internal
      laws
      of the State of Georgia.

     

    13. Interpretation
      / Provisions of Plan Control.
      This
      Agreement is subject to all the terms, conditions and provisions of the Plan,
      including, without limitation, the amendment provisions thereof, and to such
      rules, regulations and interpretations relating to the Plan adopted by the
      Committee as may be in effect from time to time. If and to the extent that
      this
      Agreement conflicts or is inconsistent with the terms, conditions and provisions
      of the Plan, the Plan shall control, and this Agreement shall be deemed to
      be
      modified accordingly. The Optionee accepts the Option subject to all the terms
      and provisions of the Plan and this Agreement. The undersigned Optionee hereby
      accepts as binding, conclusive and final all decisions or interpretations of
      the
      Committee upon any questions arising under the Plan and this Agreement, unless
      shown to have been made in an arbitrary and capricious manner.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14. Notices.
      Any
      notice under this Agreement shall be in writing and shall be deemed to have
      been
      duly given when delivered personally or when deposited in the United States
      mail, registered, postage prepaid, and addressed, in the case of the Company,
      to
      the Company’s Secretary at 4619 Steeplechase Lane, Flowery Branch, GA 30542, or
      if the Company should move its principal office, to such principal office,
      and,
      in the case of the Optionee, to the Optionee’s last permanent address as shown
      on the Company’s records, subject to the right of either party to designate some
      other address at any time hereafter in a notice satisfying the requirements
      of
      this Section.

     

    15. Market
      Stand-Off Agreement.
      In the
      event of an initial public offering of the Company’s securities and upon request
      of the Company or the underwriters managing any underwritten offering of the
      Company’s securities, the Optionee agrees not to sell, make any short sale of,
      loan, grant any option for the purchase of, or otherwise dispose of any Shares
      (other than those included in the registration) acquired pursuant to the
      exercise of the Option, without the prior written consent of the Company or
      such
      underwriters, as the case may be, for such period of time (not to exceed 180
      days) from the effective date of such registration as may be requested by the
      Company or such managing underwriters.

     

    16. Optionee’s
      Representations.
      In the
      event that the Company’s issuance of the Shares purchasable pursuant to the
      exercise of this Option has not been registered under the Securities Act of
      1933, as amended, at the time this Option is exercised, the Optionee shall,
      if
      required by the Company, concurrently with the exercise of all or any portion
      of
      this Option, deliver to the Company his or her Investment Representation
      Statement in the form attached to this Agreement as Exhibit A or in such other
      form as the Company may request.

     

    17. Tax
      Consequences.
      Set
      forth below is a brief summary as of the date of this Option Agreement of some
      of the federal tax consequences of exercise of this Option and disposition
      of
      the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
      REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
      BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     

    (a) The
      Optionee will not recognize any income on receipt of the Option. 

     

    (b) The
      Optionee will recognize ordinary income at the time he exercises the Option
      equal to the amount by which the Fair Market Value of the Shares on the date
      of
      exercise exceeds the Exercise Price paid for the Shares. The amount so
      recognized is subject to income tax withholding and employment taxes if the
      Optionee is an employee of the Company or a Related Entity.

     

    (c) The
      Optionee’s tax basis for the Shares received as a result of the exercise of the
      Option will be equal to the Fair Market Value of those Shares on the date the
      Option is exercised.

     

    (d) Upon
      the
      sale of the Shares, the Optionee will recognize a capital gain or loss on the
      difference between the amount realized from the sale of the Shares and the
      Fair
      Market Value on the date the Option is exercised. The gain or loss would be
      short- or long-term depending upon whether the Shares were held for at least
      one
      year after the date of exercise of the Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      foregoing discussion assumes that, and only is applicable if, the fair market
      value of the Shares as of the date on which the Option is granted is not
      significantly less than the Exercise Price. The Company believes that it has
      made a good faith effort to determine the fair market value of the Shares and
      does not believe that the Exercise Price is significantly less than the fair
      market value of the Shares on the Date of Grant. No assurances can be given,
      however, that the Internal Revenue Service would not take a contrary position.
      It is possible that if the fair market value is determined to be significantly
      greater than the Exercise Price, the Internal Revenue Service may take the
      position that the Option is not in effect a stock option but should be treated
      as restricted stock for tax purposes. The Optionee should consult with his
      or
      her own tax advisors as to whether any action should be taken to minimize these
      risks.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____
      day
      of ______________, ______.

     

    
      	 	
              COMPANY:

            
	 	 
	 	
              VYSTAR
                CORPORATION

            
	 	 
	
              By:

            	 
              
	 	 
	
              Title:

            	 
              


    

    


    The
      Optionee acknowledges receipt of a copy of the Plan and represents that he
      or
      she has reviewed the provisions of the Plan and this Option Agreement in their
      entirety, is familiar with and understands their terms and provisions, and
      hereby accepts this Option subject to all of the terms and provisions of the
      Plan and the Option Agreement. The Optionee further represents that he or she
      has had an opportunity to obtain the advice of counsel prior to executing this
      Option Agreement.

     

    
      	
              Dated:

            	      
	 	
              OPTIONEE:

            
	 	 	 	
              By:

            	  



    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    INVESTMENT
      REPRESENTATION STATEMENT

     

    
      	
              PURCHASER

            	
              :      

            	 
	 	 	 
	
              COMPANY

            	
              :      
                

            	
              VYSTAR CORPORATION

            
	 	 	 
	
              SECURITY

            	
              :      

            	
              COMMON STOCK

            
	 	 	 
	
              AMOUNT
                

            	
              :      

            	 
	 	 	 
	
              DATE

            	
              :      

            	 
              


    

     

    In
      connection with the purchase of the above-listed Securities, I, the Purchaser,
      represent to the Company the following:

     

    (a) I
      am
      aware of the Company’s business affairs and financial condition, and have
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Securities. I am purchasing these
      Securities for my own account for investment purposes only and not with a view
      to, or for the resale in connection with, any "distribution" thereof for
      purposes of the Securities Act of 1933, as amended (the "Securities
      Act").

     

    (b) I
      understand that the Company’s issuance of the Securities has not been registered
      under the Securities Act in reliance upon a specific exemption therefrom, which
      exemption depends upon, among other things, the bona fide nature of my
      investment intent as expressed herein. In this connection, I understand that,
      in
      the view of the Securities and Exchange Commission (the "SEC"), the statutory
      basis for such exemption may be unavailable if my representation was predicated
      solely upon a present intention to hold these Securities for the minimum capital
      gains period specified under tax statutes, for a deferred sale, for or until
      an
      increase or decrease in the market price of the Securities, or for a period
      of
      one year or any other fixed period in the future.

     

    (c) I
      further
      understand that the Securities must be held indefinitely unless the transfer
      is
      subsequently registered under the Securities Act or unless an exemption from
      registration is otherwise available. Moreover, I understand that the Company
      is
      under no obligation to register any transfer of the Securities. In addition,
      I
      understand that the certificate evidencing the Securities will be imprinted
      with
      a legend which prohibits the transfer of the Securities unless registered or
      such registration is not required in the opinion of counsel for the
      Company.

     

    (d) I
      am
      familiar with the provisions of Rule 701 and Rule 144, each promulgated under
      the Securities Act, which, in substance, permit limited public resale of
      "restricted securities" acquired, directly or indirectly, from the issuer
      thereof, in a non-public offering subject to the satisfaction of certain
      conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at
      the
      time of issuance of the Securities, such issuance will be exempt from
      registration under the Securities Act. In the event the Company later becomes
      subject to the reporting requirements of Section 13 or 15(d) of the Securities
      Exchange Act of 1934, ninety (90) days thereafter the securities exempt under
      Rule 701 may be resold, subject to the satisfaction of certain of the conditions
      specified by Rule 144, including among other things: (1) the sale being made
      through a broker in an unsolicited "broker's transaction" or in transactions
      directly with a market maker (as said term is defined under the Securities
      Exchange Act of 1934); and, in the case of an affiliate, (2) the availability
      of
      certain public information about the Company, and the amount of securities
      being
      sold during any three month period not exceeding the limitations specified
      in
      Rule 144(e), if applicable. Notwithstanding this paragraph (d), I acknowledge
      and agree to the restrictions set forth in paragraph (e) hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      the
      event that the Company does not qualify under Rule 701 at the time of issuance
      of the Securities, then the Securities may be resold in certain limited
      circumstances subject to the provisions of Rule 144, which requires among other
      things: (1) the availability of certain public information about the Company,
      (2) the resale occurring not less than
      one year
      after the party has purchased, and made full payment for, within the meaning
      of
      Rule 144, the securities to be sold; and, in the case of an affiliate, or of
      a
      non-affiliate who has held the securities less than two years, (3) the sale
      being made through a broker in an unsolicited "broker's transaction" or in
      transactions directly with a market maker (as said term is defined under the
      Securities Exchange Act of 1934) and the amount of securities being sold during
      any three month period not exceeding the specified limitations stated therein,
      if applicable.

     

    (e) I
      further
      understand that in the event all of the applicable requirements of Rule 144
      or
      Rule 701 are not satisfied, registration under the Securities Act, compliance
      with Regulation A, or some other registration exemption will be required; and
      that, notwithstanding the fact that Rule 144 and Rule 701 are not exclusive,
      the
      Staff of the SEC has expressed its opinion that persons proposing to sell
      private placement securities other than in a registered offering and otherwise
      than pursuant to Rule 144 or Rule 701 will have a substantial burden of proof
      in
      establishing that an exemption from registration is available for such offers
      or
      sales, and that such persons and their respective brokers who participate in
      such transactions do so at their own risk.

     

    
      	
              Signature
                of Purchaser:

            	 
	 	 
	
               

            	 


    

    


    Date:
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