EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (“Agreement”) made and entered into on this 11th day of November,
      2008 (the "Effective Date"), by and between Vystar Corporation, a Georgia
      corporation (the "Company"), and William R. Doyle, a resident of the State
      of
      Georgia ("Employee").

    


    In
      consideration of the employment by the Company and of the compensation and
      other
      remuneration paid, and to be paid, by the Company and received by Employee
      for
      such employment, and for other good and valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged by Employee, it is agreed by and
      between the parties hereto as follows:

    


    1. Definitions.
      For
      purposes of this Agreement, the following terms shall have the meanings
      specified below:

    


    "Business"
      - the
      research, development, manufacturing, marketing, distribution, licensing and
      offering of products, services and technologies offered by the Company as of
      the
      Effective Date and as may be offered by Company during the term of this
      Agreement, including all renewals. Such products, services and technologies
      include, but are not limited to, marketing, selling, distributing and developing
      natural rubber latex (NRL) raw material and related products and services to
      processors, manufacturers, distributors and other parties who use and/or
      purchase NRL as a raw material and/or who manufacture products using NRL.


     

    “Competitor”
      - means
      any
      Person (as defined herein) offering, selling, distributing, processing,
      developing, licensing or manufacturing NRL and related products, services and
      technologies to or for processors, manufacturers, distributors and other parties
      who use, manufacture, process and/or purchase NRL raw material and/or who
      manufacture end products using NRL raw materials or a synthetic alternative
      to
      NRL in competition with Company or any of its subsidiaries.

     

    
      	 	 	
              "Confidential
                Information"
                -
                information relating to the operations, customers, or finances of
                the
                Company, or the Business, that derives value from not being generally
                known to other Persons, including, but not limited to, technical
                or
                nontechnical data, formulas, patterns, compilations, programs, devices,
                methods, techniques, drawings, processes, financial data, and lists
                of or
                identifying information about actual or potential customers or suppliers,
                including all customer lists, whether or not reduced to writing,
                certain
                patented and unpatented information relating to the research and
                development, manufacture or serving of the Company's products, information
                concerning proposed new products, market feasibility studies and
                proposed
                or existing marketing techniques or plans, and all information defined
                as
                a “Trade Secret” pursuant to the Georgia Trade Secrets Act or otherwise by
                Georgia law. Confidential Information also includes the same types
                of
                information relating to the operations, customers, finances, or Business
                of any affiliate of the Company, if such information is learned by
                Employee during the term of this Agreement or in connection with
                Employee's performance of Services, as defined herein. Con-fidential
                Information also includes information disclosed to the Company by
                third
                parties that the Company is obligated to maintain as confiden-tial.
                Confidential Information may include information that is not a Trade
                Secret, but Confiden-tial Information that is not also a Trade Secret
                shall constitute Confidential Information only for five (5) years
                after
                the Termination Date. Confidential Information does not include
                information generally available to the public through no violation
                of a
                confidentiality or non-disclosure obligation owed to
                Company;

            


    

     

    
      
        
        

      

      
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              "Customer"
                -
                any customer of the Company in the Territory that Employee, during
                the
                term of this Agreement, (i) provided goods or services to or solicited
                on
                behalf of the Company; or (ii) about whom Employee possesses Confidential
                Information;

            


    

    


    
      	 	 	
              "Person"
                -
                any individual, corporation, partnership, limited liability company,
                association, municipality, government agency, government, unin-corporated
                organization or other entity;

            


    

    


    
      	 	 	
              "Services"
                -
                the duties and functions that Employee shall provide in the Territory
                as
                an employee of the Company and as further outlined on Exhibit
                B;

            


    

    


    
      	 	 	
              "Termination
                Date"
                -
                the last day Employee is employed by the Com-pany, whether the termination
                is voluntary or involuntary and whether with or without cause;
                

            


    

    “Territory”
      - shall
      be the geographic region in which Employee initially and/or within the last
      eighteen (18) months during the term of this Agreement provides the Services.
      Territory shall be more fully described in Exhibit B along with Employee’s
      description of Services.

    


    2. Employment:
      The
      Company agrees to employ Employee and Employee agrees that Employee will devote
      Employee’s full productive time, skill, energy, knowledge and best efforts
      during the period of Employee’s employment to such duties as the Board of
      Directors of the Company may reasonably assign to Employee, and Employee will
      faithfully and diligently endeavor to the best of Employee’s ability to further
      the best interest of the Company during the period of Employee’s employment.
      However, Employee is not prohibited from making personal investments in any
      other businesses, as long as those investments do not require Employee to
      participate in the operation of the companies in which Employee invests and
      such
      other businesses are not in competition with the Company or any of its
      subsidiaries (“Competitor”). Employee may invest in any publicly traded company
      registered on a bona fide stock exchange without reservation.

    


    3. Terms
      of Employment:
      Employee's employment pursuant to this Agreement will begin on the
      1st day of November, 2008, and will continue uninterrupted unless
      terminated by either party pursuant to the Termination Section herein. This
      Agreement shall supersede all terms of employment previously executed and
      existing prior to the execution of this Agreement.

    


    4. Compensation:
      On the
      terms and subject to the conditions of this Agreement, (i) the Company will
      pay
      Employee a salary and a bonus determined in accordance with Exhibit A, (ii)
      Employee will be entitled to participate in the Company’s 2004 Long-Term
      Incentive Compensation Plan (“Stock Option Plan”), or such other employee stock
      option plan as may be in effect from time to time, and (iii) the Company will
      provide Employee with employee benefits consistent with those provided by the
      Company to similarly situated executives. The employee benefits provided by
      the
      Company as of the date hereof shall also be distributed to Employee. The Company
      reserves the sole and unilateral right to modify any and all employee benefits
      at any time in its sole discretion.

    


    
      
        
        

      

      
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    5. Title,
      Duties and Conduct of Employee:
      The
      Employee’s initial title shall be President, Chief Executive Officer, and
      Chairman of the Board, and shall report to the Board of Directors of Company.
      Employee shall perform such duties and functions for the Company as shall be
      specified from time to time by the Board of Directors of the Company, including,
      but not limited to the duties and functions expressly set forth on Schedule
      B,
      and which are consistent therewith (“Services”).

    a. Disparagement.
      Employee
      shall not at any time make false, misleading or disparaging statements about
      the
      Company, including the Business, management, employees and/or
      Customers.

    


    b. Prior
      Agreements.
      Employee
      represents and warrants that Employee is not under any obligation, contractual
      or otherwise, limiting, impairing or affecting Employee's performance of
      Services. Upon execution of this Agreement, Employee shall give the Company
      any
      agreement with a prior employer or other Person purporting to limit or affect,
      in any way, Employee's ability to work for the Company, to solicit customers
      or
      potential customers or employees or to use any type of information.

    


    c. Confidential
      Information.
      Employee
      shall protect Confidential Information. Except as required in connection with
      work for the Company, Employee will not use, disclose or give to others, during
      or after Employee's employment, any Confidential Information.

    


    d. Compliance
      with Company Policies and Laws.
      At all
      times while performing Services, Employee shall comply with all laws and
      regulations applicable to Employee and/or Company. Employee shall at all times
      comply with all Company policies and procedures. Failure to comply with this
      Section shall be grounds for Termination For Cause, as described in Section
      9
      Term and Termination.

    


    6. Illness
      or Incapacity:
      Employee
      is entitled to paid-time off and absence from Employee’s duties during regular
      work hours for any reason for a total of four (4) weeks each calendar year
      (“PTO”). If Employee cannot perform his/her duties because of major illness or
      incapacity for more than a total of ninety (90) days in any year, the Company
      may terminate this Agreement upon thirty (30) days' written notice to Employee.
      Employee is not entitled to receive, and the Company shall not be required
      to
      pay, Employee's compensation hereunder for absences because of major illness
      or
      incapacity other than the total of ninety (90) days in each year granted to
      Employee under this Section 6.

     

    7. Ownership
      of Information

    


    a. Work
      For Hire Acknowledgment; Assignment.
      All
      writings, draw-ings, photographs, tapes, recordings, strategies, formulas,
      operating procedures, patents, product developments, computer programs and
      other
      works in any tangible medium of expression, regardless of the form of medium,
      which have been or are prepared by Employee, or to which Employee contributes,
      in connection with Employee's employ-ment by the Company, whether patented,
      copyrighted, trademarked or otherwise (collectively the "Works") and all
      copyrights, patents, trademarks and other rights in and to the Works, belong
      solely, irrevocably and exclusively throughout the world to the Company as
      works
      made for hire. However, to the extent any court or agency should conclude that
      the Works (or any of them) do not constitute or qualify as a "work made for
      hire," Employee hereby assigns, grants and delivers, solely, irrevocably,
      exclusively and throughout the world to the Company all ownership and other
      rights to the Works. Employee also agrees to cooperate with the Company and
      to
      execute such other further grants and assignments of all rights as the Company
      from time to time reasonably may request for the purpose of evidencing,
      enforcing, filing, registering or defending its ownership of the Works and
      the
      copyrights in them, and Employee hereby irrevoca-bly constitutes and appoints
      the Company as Employee's agent and attorney-in-fact, with full power of
      substitu-tion, in Employee's name, place and stead, to execute and deliver
      any
      and all such assignments or other instruments which Employee shall fail or
      refuse promptly to execute and deliver, this power and agency being coupled
      with
      an interest and being irrevo-cable. Without limiting the preceding provisions
      of
      this Paragraph 7(a), Employee agrees that the Company may edit and otherwise
      modify, and use, publish and otherwise exploit, the Works in all media and
      in
      such manner as the Company, in its discretion, may determine.

    


    
      
        
        

      

      
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    b. Inventions,
      Ideas and Patents.
      Employee
      shall disclose promptly to the Company (which shall receive it in confidence),
      and only to the Company, any invention or idea of Employee (developed alone
      or
      with others) conceived or made during Employee's employment by the Company
      (or,
      if related to the Business, during employment or within one year after the
      Termination Date). Employee assigns to the Company any such invention or idea
      in
      any way connected with Employee's employment or related to the Business,
      research or development of the Company, or demonstrably anticipated research
      or
      development of the Company, and will cooperate with the Company and sign all
      papers deemed necessary by the Company to enable it to obtain, maintain, protect
      and defend patents covering such inventions and ideas and to confirm the
      exclusive ownership of the Company of all rights in such inventions, ideas
      and
      patents, and irrevoca-bly appoints the Company as its agent to execute and
      deliver any assignments or documents Employee fails or refuses to execute and
      deliver promptly, this power and agency being coupled with an interest and
      being
      irrevocable. This constitutes written notification to Employee that this
      assignment does not apply to an invention for which no equipment, supplies,
      facility or Trade Secret information of the Company or any Customer was used
      and
      which was developed entirely on Employee's own time, unless (a) the invention
      relates (i) directly to the Business or (ii) to the actual or demonstrably
      anticipated research or develop-ment of the Company, or (b) the invention
      results from any work performed by Employee for the Company.

    


    8. Nonsolicitation;
      Noncompetition. 

    


    
      	a.  	
              Non-Solicitation
                of Customers.
                During the term of this Agreement, and for one (1) year after the
                Termination Date, Employee will not solicit Customers within the
                Territory
                for the purpose of providing products or services comparable to those
                provided by the Business, except on behalf of the
                Company.

            


    

     

    
      
        
        

      

      
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      	b.  	
              Non-Solicitation
                of Company Employees.
                During the term of this Agreement and for one (1) year after the
                Termination Date, Employee will not solicit for employment with another
                Person anyone who is an employee of the
                Company.

            


    

    


    
      	 	
              c.

            	
              Non-Compete.
                During the term of this Agreement and for one (1) year after the
                Termination Date, Employee will not provide services substantially
                similar
                to Services within the Territory to any Competitor. Employee shall
                be
                prohibited from providing in the Territory in competition with the
                Company
                in accordance with the terms of this Agreement, including the Services
                expressly set forth on Schedule B attached hereto. Employee acknowledges
                that Employee has been informed of and discussed with the Company
                the
                specific activities that Employee will perform as Services and that
                Employee understands the scope of the activities that constitute
                Services
                and the Territory under this Agreement. In exchange for entering
                into this
                noncompete during the one-year period after Termination of this Agreement,
                Employee shall be compensated as described in Effect of Termination,
                Section 9.c.

            


    

    


    
      	 	
              d.

            	
              Future
                Employment Opportunities.
                Prior to and for one (1) year after the Termination Date, Employee
                shall
                (a) provide any employer with a copy of this Agreement, and (b) upon
                accepting any position, provide the Company with the employer's name
                and a
                description of the services, if any, Employee will provide for such
                employer.

            


    

     

    9. Termination.
      At all
      times, Employee’s employment shall be subject to “employment at will”. This
      Agreement and the employment of Employee may be terminated as
      follows:

    


    a. Without
      Cause.
      Either
      party may terminate this Agreement upon thirty (30) days notice to the other
      party. 

    


    b. For
      Cause.

    (1) By
      the
      Company (i) pursuant to Paragraph 6 , (ii) upon conviction of the Employee
      of
      any felony or material misdemeanor under federal, state or local laws or
      ordinances, except traffic violations (iii) upon the failure of Employee to
      reasonably, diligently or competently discharge the duties assigned to him
      pursuant to this Agreement; (iv) if Employee engages in any act of dishonesty
      or
      bad faith with respect to the Company; (v) if Employee uses alcohol, drugs
      or
      other similar substances in a manner that adversely affects Employee’s work
      performance; (vi) Employee otherwise commits any act or crime reflecting
      unfavorably upon the Company or

    


    (2) (i)
      By
      Employee upon thirty (30) days' written notice to the Company for any breach
      of
      this Agreement by Company and failure to cure within that thirty (30) day notice
      period; or

    


    
      
        
        

      

      
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    (3) By
      the
      Company upon any breach by Employee of any of the terms and conditions of this
      Agreement or the breach by Employee of any representation or warranty made
      to
      the Company herein or in any other agreement, document or instrument executed
      by
      Employee and delivered to the Company, or should any representation or warranty
      made by Employee hereunder or thereunder prove to have been false or misleading
      in any material respect when made or furnished; or

    


    (4) Immediately
      by the Company upon the death or incapacitation of more than ninety (90) days
      of
      Employee.

    


    c. Effect
      of Termination.

    


    (1) In
      the
      event Employee is terminated by the Company without cause, the Company shall
      (i)
      pay Employee his then current salary and provide Employee with Group Health
      Insurance, but no other compensation or benefits, for six (6) months beginning
      with the date of termination (“Severance Payment”), and (ii) subject to the
      Employee's strict adherence to and performance of the covenants set forth in
      Paragraph 8, Company shall pay to Employee, an amount equal to seventy-five
      percent (75%) of Employee’s monthly salary amount for the one (1)-year period
      Employee remains obligated to the Non-Compete and Non-Solicitation covenants
      described in paragraph 8. If Employee is terminated for cause or Employee
      terminates this Agreement without cause, Employee shall be entitled only to
      compensation accrued through the date of Termination and all benefits accrued
      as
      of such date, and shall not be entitled to any Severance Payment described
      herein, but shall remain obligated to the Non-Compete and Non-Solicitation
      obligations.

    


    (2)
       Return
      of Materials.
      On the
      Termination Date or for any reason or at any time at the Company's request,
      Employee will deliver promptly to the Company all materials, documents, plans,
      records, notes, manuals, subcontracts, procedures, customer lists, and any
      other
      papers and any copies thereof in Em-ployee's possession, custody or control
      relating to the Company or the Business, whether defined as Confidential
      Information, Trade Secret or otherwise, all of which at all times shall be
      the
      property of the Company.

    


    10. Miscellaneous. 

    


    a. Assignability. 

    


    (1)
      This
      Agreement may be assigned by the Company to any successor in interest to its
      business, which successor in interest shall be bound herein to the same extent
      as the Company. Employee agrees to perform his duties for such successor in
      interest to the same extent as for the Company.

    


    (2)
      This
      is a personal agreement on the part of Employee and may not be sold, assigned,
      transferred or conveyed by Employee.

    


    
      	 	
              b. No
                Waiver.
                The
                waiver by either party of a breach of any provision of this Agreement
                by
                the other party shall not operate or be construed as a waiver of
                any
                subsequent breach by the other
                party.

            


    

     

    
      
        
        

      

      
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              c.
                Governing
                Law and Jurisdiction.
                This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Georgia. Any cause of action shall be filed in and
                the
                parties agree to subject themselves to the jurisdiction of any State
                or
                Federal court of competent jurisdiction located in Atlanta, Georgia.
                

            


    

    


    
      	 	
              d.
                Entire
                Agreement.
                This
                Agreement states the entire agreement and understanding between the
                parties and supersedes all prior understandings and
                agreements.

            


    

    


    e.
      No
      Modification.
      No
      change
      or modification to this Agreement shall be valid unless in writing and signed
      by
      both parties hereto.

    


    f. Independence
      of Covenants.
      The
      covenants contained herein shall be construed as agreements independent of
      each
      other and of any other provision of this or any other contract between the
      parties hereto, and the existence of any claim or cause of action by Employee
      against the Company, whether predicated upon this or any other contract, shall
      not constitute a defense to the enforcement by the Company of said
      covenants.

    


    g.
      Right
      to Injunctive Relief.
      Employee
      recognizes and agrees that the injury the Company will suffer in the event
      of
      the Employee's breach of any covenant or agreement contained herein cannot
      be
      compensated by monetary damages alone, and Employee therefore agrees that the
      Company, in addition and without limiting any other remedies or rights that
      it
      may have, either under his Agreement or otherwise, shall have the right to
      obtain an injunction against Employee from any court of competent jurisdiction
      enjoining any such breach without having to show or prove damages or
      injury.

    


    h.
      Jury
      Trial Waiver.
      Both
      parties hereby waive their right to a trial by jury in the event of any dispute
      or cause of action regarding this Agreement.

     

    


    


    


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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the day and year first above
      written.

     

     

    
      	 	VYSTAR
              CORPORATION
	 	 	 
	 	By:	  

	 	 	(Signature)
	 	 	 
	 	Name:	Joseph
              Allegra
	 	 	 
	 	Title:	Director,
              Chair Compensation
	 	 	 
	 	Date:	  
	 	 	 
	 	EMPLOYEE:
	 	 	  

	 	 	(Signature)
	 	 	 
	 	Name:	William
              R. Doyle
	 	 	 
	 	
              Date:

            	  
	 	
               

            	 
	 	 	 


    

    

      
        
          
          

        

        
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    Schedule
      A - Salary and Bonus

    


     

    Annual
      Salary. $185,000,
      which
      may be amended from time to time by the Board. The
      Salary shall be payable bi-weekly according to the Company’s established payroll
      periods. The Board and Employee shall review the Annual Salary amount annually
      upon Employee’s Annual performance review that determines Employee’s Annual
      Bonus discussed below. 

    


    Bonus. 

    


    Annual
      Bonus.
      Employee
      shall be eligible each year of the term of this Agreement for a cash bonus
      equal
      to a maximum of 125% of Employee’s Annual Salary amount based on the success of
      the Company in meeting its objectives, as set out for Employee; provided that
      no
      cash bonus shall be payable to Employee on any date unless Employee is employed
      by the Company on that date. The amount of the Annual Bonus shall be determined
      by the Board based on the percentage of achievement of the stated Company
      objectives. Notwithstanding, if Company does not meet at least 90% of its stated
      objectives, the Board may choose not to award Employee any portion of his Annual
      Bonus. The effective date of Annual Bonus calculation shall be the Company
      Fiscal Year-End, and shall be payable in one or more installments as determined
      by the Board beginning in the first quarter of the following Fiscal
      Year.

    


     

    


     

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    Schedule
      B - Duties and Functions (“Services”)

    


    


    Services:
      Oversee
      and promote all aspects of the Company business. This shall include, but not
      be
      limited to: (i) having all operations, marketing, finance, sales, distribution
      and research and development functions report to Employee; (ii) mentoring and
      guiding all employees in the management and furtherance of the Company
      objectives.

    


    


    


    


    Territory:
      Worldwide

    


    


    


    


    


    


    


    


    


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