MANAGEMENT
      AGREEMENT

     

    THIS
      MANAGEMENT AGREEMENT (“Agreement”) is
      dated
      January 31, 2008 (“Effective Date”) by and between UNIVERSAL
      CAPITAL MANAGEMENT, INC.,
      a
      Delaware corporation (“Manager”),
      and
VYSTAR
      CORPORATION,
      a
      Georgia corporation (“VYSTAR”
      or “Company”).

     

    BACKGROUND

     

    VYSTAR
      desires to obtain from the Manager, and the Manager is willing and able to
      provide to VYSTAR, management services and other assistance in accordance with
      and subject to the terms and conditions set forth in this
      Agreement.

     

    For
      and
      in consideration of the mutual benefits and covenants set forth below, and
      other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1. Appointment
      as Manager.

     

    (a) VYSTAR
      hereby engages Manager to provide management services and other assistance
      in
      accordance with the terms of this Agreement. The Manager shall and hereby agrees
      to devote such time as is reasonably necessary to provide such services and
      assistance.

     

    2. Scope
      of Services.

     

    (a) Manager
      hereby agrees to provide to VYSTAR the following services (as amended from
      time
      to time, collectively, the “Services”):

     

    (i) Strategic
      Planning.
      Manager
      shall assist VYSTAR management in the strategic planning process to include
      but
      not be limited to analysis of potential markets, competition, product marketing
      approaches, pricing and future product utility.

     

    (ii) Investment
      Banking Consultation and Investor Introduction Services.
      Manager
      is not registered at this time as a securities broker or dealer, and represents
      and warrants that such registration is not required. Manager further represents
      that it does not have an affiliation with any securities brokerage firm. As
      a
      result, the Company understands that, while the Manager will introduce the
      Company to qualified persons and/or institutions who indicate a serious interest
      in pursuing a possible financing transaction for the Company within the
      parameters established by the Company, the Manager will not be involved in
      conducting negotiations for the Company with any such persons, handling any
      funds or securities, or performing services that would constitute a business
      of
      effecting transactions in securities under applicable federal or state law.
      Manager further represents and warrants that it has not acted as a broker or
      finder in any other sale of securities and does not intend to participate in
      any
      distribution of securities after any transaction under this
      Agreement.

     

    Manager
      will use its best efforts to assist VYSTAR in seeking and raising funding and
      in
      preparation for entering the public market, pursuant to the Manager letter
      attached hereto as Exhibit A. Manager will provide VYSTAR with various options
      and methods for attaining its investment banking and public market
      goals.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) Investor
      Relations Services. Manager
      will introduce VYSTAR to qualified Investor Relations Manager(s) suitable for
      providing marketing and public relations services in the investor community
      on
      behalf of VYSTAR. At VYSTAR’S request, the Manager will co-ordinate investor
      relations and public relations services between VYSTAR the provider of such
      services.

     

    3. Term
      and Termination.

     

    (a) This
      Agreement shall be effective as of the Effective Date and, subject to the
      provisions of section (b) of this Section 3, shall terminate after three (3)
      months (the “Term”).
      

     

    (b) Notwithstanding
      the provisions of subsection (a) of this Section 3, (i) Manager can terminate
      this Agreement at any time upon thirty (30) days’ notice to VYSTAR upon VYSTAR’s
      failure to pay the amounts required hereunder, and (ii) VYSTAR can terminate
      this Agreement after thirty (30) days’ notice to Manager of Manager’s material
      failure to fulfill its obligations hereunder and Manager’s failure to correct
      such failure during such time period.

     

    4. Compensation.
      

     

    Within
      thirty (30) days of the signing of this agreement VYSTAR shall pay Manager
      for
      the Services by delivering to Manager a Warrant attached hereto as Exhibit
      A,
      pursuant to a Warrant Purchase Agreement attached hereto as Exhibit B, to
      purchase up to One Million (1,000,000) Shares of the common stock of the Company
      at an exercise price of $0.01. The Warrant will be exercisable in whole or
      in
      part at or before 5:00 p.m. E.S.T. on January 31, 2013.

     

    In
      addition, VYSTAR shall reimburse Manager for third party and out-of-pocket
      expenses actually and reasonably incurred by Manager as an adjunct to and as
      a
      supplement to Manager’s responsibility for performing the Services for which
      Manager is being paid compensation described herein, and which are approved
      in
      advance by VYSTAR; provided that expenses of Affiliates of Manager shall not
      be
      deemed third party expenses for purposes of this Section 4.

     

    5. Non-Exclusive
      Contract.
      The
      Manager acts as adviser to other clients and may give advice, and take action,
      with respect to any such client which may differ from the advice given, or
      the
      timing or nature of action taken, with respect to VYSTAR.

     

    6. Delegation
      and Assignment.
      With
      VYSTAR’s prior written consent, which consent shall not be unreasonably withheld
      or delayed, Manager may delegate all or part of its duties to perform Services
      hereunder; provided, that Manager’ costs associated with any duties so delegated
      shall not be deemed out-of-pocket expenses added to the price of Services
      pursuant to Section 4. Notwithstanding the foregoing, Manager shall be entitled
      to delegate all or any part of its duties to one or more of its Affiliates
      upon
      notice to VYSTAR; provided, however, that Manager and its designee Affiliate(s)
      shall be jointly and severally liable for performance of Manager’s obligations
      under this Agreement. VYSTAR shall not assign or subcontract its rights, duties,
      or obligations under this Agreement.

     

    
      
         

      

      
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    7. Confidential
      Information; Ownership.

     

    (a) Each
      party shall treat as confidential all Confidential Information of the other
      party that comes to its knowledge through this Agreement. Each party shall
      take
      such steps to prevent disclosure of such Confidential Information to any third
      person as it would take in protecting its own proprietary or confidential
      information and shall not use any portion of such Confidential Information
      for
      any purpose not authorized herein. All Confidential Information of each party
      and any information containing a party’s Confidential Information shall at all
      times remain the exclusive property of that party.

     

    (b) No
      party
      shall be under any obligations with respect to any Confidential
      Information:

     

    (i) which
      is,
      at the time of disclosure, available to the general public;

     

    (ii) which
      becomes at a later date available to the general public through no fault on
      the
      part of such party and then only after such later date;

     

    (iii) which
      such party can demonstrate was in its possession before receipt from the other
      party; or

     

    (iv) which
      is
      disclosed to such party without restriction on disclosure by a third party
      who
      has the lawful right to disclose such information.

     

    (c) The
      confidentiality obligations of this Section 7 shall survive the termination
      of
      this Agreement.

     

    8. Independent
      Contractor.
      Manager
      is and shall remain at all times an independent contractor of VYSTAR in the
      performance of all Services hereunder, and all persons employed by Manager
      to
      perform such Services shall be and remain employees solely of Manager and
      subject only to the supervision of Manager’s supervisory personnel. With respect
      to Manager’s employees providing services under this Agreement, Manager shall be
      responsible for the payment of all salaries and benefits and all income taxes,
      social security taxes, employment compensation taxes and other employment taxes
      and withholdings with respect to such employees and all fringe benefits program
      expenses, such as insurance costs, pension or retirement plans, vacation, sick
      leave and similar matters, with respect to such employees. Manager shall be
      entitled to determine which of its employees shall provide the
      Services.

     

    9. Force
      Majeure.

     

    (a) Neither
      party shall be liable for any loss or damage for delay or non-performance under
      this Agreement resulting from the operation of any applicable law, rule,
      ordinance or regulation of any governmental entity or regulatory agency, or
      from
      any requirement or intervention of civil, naval or military authorities or
      other
      agencies of the government, or by reason of any other causes whatsoever not
      reasonably within the control of such party, including, but not limited to,
      acts
      of God, war, riot, insurrection, civil violence or disobedience, blockages,
      embargoes, sabotage, epidemics, fire, strikes, lock-outs or other industrial
      or
      labor disturbances, lightning, hurricanes, cyclonic storms, explosions and
      delay
      of carriers; provided, that the affected party notifies the other party promptly
      of the occurrence of the cause and thereafter exerts reasonable commercial
      efforts to overcome the cause of prevention and hindrance and to resume
      performance; and provided, further, that the settlement of strikes, lock-outs
      and other industrial or labor disturbances shall be entirely within the
      discretion of the affected party, and the affected party shall not be required
      to make settlement of strikes, lock-outs and other industrial or labor
      disturbances by acceding to the demands of any opposing third party or parties
      when such course is unfavorable in the affected party’s judgment.

     

    
      
         

      

      
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    (b) If
      Manager’s performance under this Agreement is suspended or rendered impractical
      by reason of any cause covered by subsection (a) of this Section 9
      (“Force
      Majeure”)
      for a
      period in excess of twenty (20) days, VYSTAR  shall have either the right
      to terminate this Agreement with respect to the disrupted Services immediately
      upon written notice to Manager or require that the Agreement continue in force
      for that period of time beyond the Term that such Force Majeure condition
      existed during the Term without incurring any obligation by VYSTAR for
      additional payment for Services by Manager. An event of Force Majeure shall
      not
      otherwise limit amounts payable for Services rendered on or prior to the actual
      date of the event of Force Majeure. 

     

    10. Limitation
      of Liability.
      Notwithstanding any other provision of this Agreement to the contrary, Manager
      shall not be liable to VYSTAR by reason of any error of omission or commission,
      performance or failure to perform or delay in performing any Services under
      this
      Agreement, for special, incidental or consequential damages, suffered by VYSTAR
      beyond a refund to VYSTAR of all charges paid and/or shares issued by VYSTAR
      to
      Manager for the Services that caused such damages, unless Manager shall have
      committed gross negligence or willful misconduct. The provisions of this Section
      10 shall survive termination of this Agreement.

     

    11. Manager’s
      Investment Representations.
      Manager
      hereby represents and warrants to and with VYSTAR that:

     

    (a) Manager
      will be acquiring the Shares for its own account as principal and not with
      a
      view to, or for sale in connection with, any distribution of all or any of
      such
      Shares. Manager hereby agrees that it will not, directly or indirectly, assign,
      transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any
      of
      such Shares (or solicit any offers to buy, purchase or otherwise acquire or
      take
      a pledge of any of such Shares) except in accordance with the registration
      provisions of the Securities Act of 1933 (the “Securities Act”) or an exemption
      from such registration provisions or any applicable securities laws.


     

    (b) Manager
      (i) is knowledgeable and experienced with respect to the financial, tax and
      business aspects of the ownership of investments such as the Shares and of
      the
      business contemplated by VYSTAR and is capable of evaluating the risks and
      merits of acquiring the Shares and in making a decision to proceed with this
      investment, has not relied on any representations, warranties or agreements
      of
      VYSTAR or others, and (ii) can bear the economic risk of an investment in Shares
      for an indefinite period of time and can afford to suffer the complete loss
      thereof.

     

    (c) Manager
      has evaluated the risks involved in investing in the Shares and has determined
      that the Shares are a suitable investment for Manager. Specifically, the
      aggregate amount of the investments the Manager has in, and Manager’s
      commitments to, all similar investments that are illiquid is reasonable in
      relation to Manager’s net worth, both before and after the acquisition of the
      Shares pursuant to this Agreement.

     

    
      
         

      

      
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    (d) Manager
      understands and acknowledges that the Shares have not been registered under
      the
      Securities Act or any state securities laws and are being offered and sold
      in
      reliance on exemptions provided in the Securities Act and state securities
      laws
      for transactions not involving any public offering and, therefore, cannot be
      resold or transferred unless they are subsequently registered under the
      Securities Act and such applicable state securities laws or unless an exemption
      from such registration is available. Manager also understands that VYSTAR does
      not have any obligation or intention to register the Shares for sale under
      the
      Securities Act or any state securities laws or of supplying the information
      which may be necessary to enable the Manager to sell Shares and that Manager
      has
      no right to require the registration of the Shares under the Securities Act,
      any
      state securities laws or other applicable securities regulations. 

    


    (e) Manager
      has no contract, understanding, agreement or arrangement with any person to
      sell, transfer or pledge to such person or anyone else any of the Shares which
      the Manager will acquire pursuant to this Agreement and that Manager has no
      present plans to enter into any such contract, undertaking, agreement or
      arrangement.

     

    12. Definitions.
      

     

    (a) “Affiliate”
      means, with respect to a Person, another Person who controls, is controlled
      by
      or is under common control with the first such Person.

     

    (b) “Confidential
      Information” means any and all information of either party that might reasonably
      be considered confidential, secret, sensitive, proprietary or private. To the
      extent practical, Confidential Information shall be marked “proprietary” or
“confidential.” Confidential Information shall include the
      following:

     

    (i) data,
      know-how, formulae, processes, designs, sketches, photographs, plans, drawings,
      specifications, samples, reports, lists, financial information, studies,
      findings, inventions and ideas, computer programs and software, or proprietary
      information relating to either party or the methods or techniques used by either
      party;

     

    (ii) data,
      documents or proprietary information employed in connection with the marketing
      and implementation of each party’s products, including cost information,
      business policies and procedures, revenues and markets, distributor and customer
      lists, and similar items of information; and

     

    (iii) any
      other
      data or information obtained by either party during the term of this Agreement
      which is not generally known to and not readily ascertainable by proper means
      by
      third persons who could obtain economic value from its use or
      disclosure.

     

    (c) “Control”
      means the ability, through stock ownership, contract, or otherwise, to control
      the business or officers of a Person.

     

    
      
         

      

      
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    (d) “Damages
      and Expenses” means costs, liabilities, and expenses incurred in investigating,
      defending, and paying settlements or judgments with respect to claims (including
      reasonable attorneys’ fees).

     

    (e) “Holiday”
      means for purposes of this Agreement, a day, other than a Saturday or Sunday,
      on
      which national banks with branches in the Commonwealth of Pennsylvania are
      or
      may elect to be closed.

     

    (f) “Person”
      means an individual or entity.

     

    (g) “Shares”
      means shares of common stock of VYSTAR, par value $.0001 dollars per share
      acquired by Manager pursuant to this Agreement.

     

    13. Miscellaneous.

     

    (a) Indulgences,
      Etc.
      Neither
      the failure nor any delay on the part of either party to exercise any right,
      remedy, power or privilege under this Agreement shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, remedy, power
      or
      privilege preclude any other or further exercise of the same or of any other
      right, remedy, power or privilege, nor shall any waiver of any right, remedy,
      power or privilege with respect to any occurrence be construed as a waiver
      of
      such right, remedy, power or privilege with respect to any other occurrence.
      No
      waiver shall be effective unless it is in writing and is signed by the party
      asserted to have granted such waiver.

     

    (b) Controlling
      Law.
      This
      Agreement and all questions relating to its validity, interpretation,
      performance and enforcement (including, without limitation, provisions
      concerning limitations of actions), shall be governed by and construed in
      accordance with the laws of the State of Delaware, notwithstanding any
      conflict-of-laws doctrines of any jurisdiction to the contrary, and without
      the
      aid of any canon, custom or rule of law requiring construction against the
      draftsman.

     

    (c) Notices.
      All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing and shall be deemed to have been duly given,
      made and received only when delivered (personally, by courier service such
      FedEx
      or by other messenger) against receipt or upon actual receipt of registered
      or
      certified mail, postage prepaid, return receipt requested, addressed as set
      forth below:

     

    
      	
            	If
              to:	
              Manager

              
                Universal
                  Capital Management, Inc.

                2601
                  Annand Drive, Suite 16

                Wilmington,
                  DE 19808

                Attention:
                  Michael D.
                  Queen

              

            


    

    
      
         

        
          	
                	If
                  to:	
                  VYSTAR CORPORATION

                  3235
                    Satellite Blvd.

                  Building
                    400, Suite 290

                  Duluth,
                    GA 30096

                  Attention:
                    William R. Doyle

                


        

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

      

    

     


    In
      addition, notice by mail shall be sent by a reputable international courier
      (such as FedEx) if posted outside of the continental United States. Any party
      may alter the address to which communications or copies are to be sent by giving
      notice of such change of address in conformity with the provisions of this
      subparagraph for the giving of notice.

    


    (d) Binding
      Nature of Agreement; No Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    (e) Provisions
      Separable.
      The
      provisions of this Agreement are independent of and separable from each other,
      and no provision shall be affected or rendered invalid or unenforceable by
      virtue of the fact that for any reason any other or others of them may be
      invalid or unenforceable in whole or in part.

     

    (f) Entire
      Agreement.
      This
      Agreement contains the entire understanding among the parties hereto with
      respect to the subject matter hereof, and supersedes all prior and
      contemporaneous agreements and understandings, inducements or conditions,
      express or implied, oral or written, except as herein contained. The express
      terms hereof control and supersede any course of performance and/or usage of
      the
      trade inconsistent with any of the terms hereof. This Agreement may not be
      modified or amended other than by an agreement in writing.

     

    (g) Section
      Headings.
      The
      Section and subsection headings in this Agreement have been inserted for
      convenience of reference only; they form no part of this Agreement and shall
      not
      affect its interpretation.

     

    (h) Gender,
      Etc.
      Words
      used herein, regardless of the number and gender specifically used, shall be
      deemed and construed to include any other number, singular or plural, and any
      other gender, masculine, feminine or neuter, as the context indicates is
      appropriate.

     

    (i) Number
      of Days.
      In
      computing the number of days for purposes of this Agreement, all days shall
      be
      counted, including Saturdays, Sundays and Holidays; provided, however, that
      if
      the final day of any time period falls on a Saturday, Sunday or Holiday, then
      the final day shall be deemed to be the next day which is not a Saturday, Sunday
      or Holiday. 

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this Management Agreement 

     


     

    
      	
              VYSTAR
                Corporation

            	
              Universal
                Capital Management, Inc.

            
	
               

            	
               

            
	
               

            	
               

            
	
              By:
                _______________________________ 

            	
              By:
                ____________________________

            
	
               

              Name:
                William R. Doyle 

            	
               

              Name:
                Joseph T. Drennan

            
	
               

              Title:
                President and COO

            	
               

              Title:
                Vice President and CFO

            


    

    


    
      
         

      

      
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