Unassociated Document


    ADDENDUM
      TO MANAGEMENT AGREEMENT

    


    THIS
      ADDENDUM TO MANAGEMENT
      AGREEMENT
      (“Addendum”) dated February 29, 2008 is by and between UNIVERSAL
      CAPITAL MANAGEMENT, INC. and
      VYSTAR
      CORPORATION This
      Addendum amends and modifies that certain Management Agreement dated January
      31,
      2008 between the parties hereto.

    


    
      	
            	1.	
              Paragraphs
                3. and 4. of the Management Agreement entitled “Term
                and Termination”
                and “Compensation”
                respectively, are deleted in their entirety and replaced with the
                following:

            


    

    


    
      	
            	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 one (1)
      year
      (the “Term”).
      The
      Term shall be automatically extended from year to year in the absence of ninety
      (90) days’ notice from one party to the other.

     

    (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. 

     

    (c)       
      Not withstanding any other provision of subsections (a) or (b) of this Section
      3, Manager will earn Sixty-Five percent (65%) of the Compensation, Section
      4,
      for the Agreement as of January 31, 2008. 

     

    
      	
            	4.	
              Compensation

            


    

    


    (c)       
      Within
      thirty (30) days of the signing of this agreement Vystar shall pay Manager
      for
      the Services by delivering to Manager a Warrant, pursuant to a Warrant agreement
      attached hereto as Exhibit C, to purchase up to One Million (1,000,000) shares
      of the common stock of the Company at an exercise price of $0.01. If the Term
      of
      this Agreement extends beyond the its Term, VYSTAR shall pay for continuing
      Services hereunder by delivering five hundred thousand (500,000) additional
      Warrants to Manager on the anniversary of the Effective Date and each
      anniversary date thereafter during the term of this Agreement. , and


     

    (b)       
      A Warrant, pursuant to a Warrant agreement attached hereto as Exhibit B, to
      purchase up to Five Hundred Thousand (500,000) shares of the common stock,
      par
      value $.0001 of VYSTAR at an exercise price of $2.00. 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
            	2.	
              All
                other provisions of the Management Agreement remain in full force
                and
                effect.

            


    

    


    The
      Parties hereto have executed this Management Agreement as of the date first
      above written.

    


    
      	
              Vystar
                Corporation

            	 	
              UNIVERSAL
                CAPITAL MANAGEMENT, INC.

            
	 	 	 
	 	 	 
	
              BY:
                __________________________ 

            	 	
              BY:
                _______________________

            
	
              NAME:
                William R Doyle

            	 	
              NAME:
                Joseph T Drennan

            
	
              TITLE:
                President & Chief Operating Officer

            	 	
              TITLE:
                Vice President