Manufacturing
      Agreement

    


    This
      Co-Development and Cooperation Agreement (“Agreement”) is made and entered into
      by and between Vystar Corporation, a Georgia corporation in the United States
      with its principal offices located at 3235 Satellite Blvd., Building 400, Suite
      290 Duluth, GA 30096 (hereinafter referred to as “Vystar”) and Revertex
      (Malaysia) Sdn. Bhd., a Malaysian company with its principal offices located
      at
      1 1⁄2 Mile, Jalan Batu Pahat, K.B. 508, 860009 Kluang, Johor, Malaysia
      (hereinafter referred to as “Revertex”), effective April 1, 2008 (“Effective
      Date”) based on the terms and conditions contained herein. 

    


    RECITALS

    


    WHEREAS
      Vystar has considerable scientific and technological knowledge and capabilities
      in the field of low-allergen natural rubber latex, and specifically has obtained
      the following patents: 

    (1)
      6,906,126; (2) 7,056,970; (3) PCT/US2005/025018 and has filed the following
      pending applications (1) 11,249,887; and (2) 61/022,250 “Vystar Patents”);
      and

    


    WHEREAS
      Revertex has considerable technological knowledge and capabilities in the field
      of processing natural rubber latex; and 

    


    WHEREAS
      Vystar and Revertex desire to jointly investigate and develop large-scale
      standard operating procedures (“SOPs”) for processing low-active-protein,
      low-allergen, natural rubber latex; and

    


    WHEREAS
      Vystar desires to appoint and Revitex desires to accept such appointment as
      an
      authorized and licensed manufacturer of Vystar’s patented Vytex CL60 and Vytex
      PV forms of natural rubber latex.

    


    WHEREAS
      the parties have entered into a Letter of Intent dated August 22, 2006, as
      amended December 31, 2006 and June 19, 2007 (collectively, the “LOI”) in which
      the parties have begun Development to explore such a relationship.

    


    NOW
      THEREFORE, in consideration of the mutual performance of the terms and
      conditions hereinafter set out, IT IS HEREBY AGREED AS FOLLOWS:

    


    ARTICLE
      I Definitions

    1.1
      "Application" shall mean the application of chemicals and/or processes to
      natural rubber latex pursuant to and consistent with the Vystar Patents ,
      including any future patents, continuations, derivative works, and/or new
      developments that would use any of the Vystar Patents as prior art or are
      otherwise related to the technology reflected by the Vystar
      Patents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.2
      “Confidential Information” shall mean all information disclosed to a Party
      (“Receiving Party”) by the other Party (“Disclosing Party”) in connection with
      this Agreement that is conveyed (a) in written, graphic, or other tangible
      form
      and conspicuously marked “confidential”, “proprietary” or in some other manner
      to indicate its confidential or proprietary nature; or (b) orally, provided
      that
      such information is designated in writing as confidential or proprietary within
      thirty (30) days of such oral disclosure. Additionally, the following
      information shall be deemed Confidential Information even if not conspicuously
      marked “confidential” or “proprietary”: all documentation, formulations,
      algorithms, compilations, manuals, manufacturing processes, business methods,
      computer programs, symbols, or other know-how and supporting material related
      to
      the research, development, manufacture, marketing, sale, copy rights,
      trademarks, patents, technologies, trade secrets, Industrial Property Rights,
      and internal management systems of the Products, Systems and Technology subject
      to this Agreement, as defined herein, that are not generally known to the
      public, whether conveyed verbally, in writing, on diskette, on tape or other
      media.

    


    1.3
      “Confirmation” shall mean the written confirmation signed by both Vystar and
      Revertex accepting the Plan for Development of the Products.

    


    1.4
      “Copyrights” shall mean all copyrights, trademarks, trade names or other usages,
      whether registered or not, relating to the research, development, design,
      manufacture, package, assembly, testing, marketing, or sale of the Products
      in
      any and all jurisdictions around the world. 

    


    1.5
      “Development” shall mean the development of manufacturing processes, procedures
      and other SOPs for the Application in large-scale processing to produce the
      Products.

    


    1.6
      “Improvements” shall mean any modifications, improvements, changes or derivative
      works to the Products, Technology, technical documentation or Information as
      defined herein, or Systems. 

    


    1.7
      “Industrial
      Property Right" shall mean any and all inventions, discoveries, developments,
      improvements and works relating either to the Application and/or the Products
      and their related manufacturing processes, whether patentable or not, including
      but not limited to patents and know how, developed by the Parties under this
      Agreement after the effective date of this Agreement.

    


    1.8
      “Know-how” shall include, but shall not be limited to, all technical
      information, (including but not limited to technical data or specifications,
      drawings, engineering information, process or production information, formulas,
      information on compositions of matter, techniques or methods, software or
      computer programs, and proprietary tools) related to the research, development,
      design, manufacture, package, assembly or testing of the Products;



    
      
        
        

      

      
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    1.9
      “Licensed Activities” shall mean to research, develop, design, manufacture,
      package, assemble, test, and improve the Application for purposes of
      toll-manufacturing the Products for Vystar and/or marketing, selling and
      distributing the Products itself . 

    


    1.10
      “Patents” shall mean all patent rights in any and all jurisdictions and all
      right, title and interest in all patent applications and patents to issue on
      them, all letters of patent or equivalent rights and applications, including
      any
      reissue, extension, division, continuation or continuation-in-part of
      applications throughout the world; 

    


    1.11
      “Plan” shall mean a development plan that reflects the feasibility of the
      Development of the Products by Revertex, which shall initially be drafted by
      Revertex, and is attached hereto as Exhibit A, and made a part of this
      Agreement. Vystar maintains responsibility within the Plan for the Vystar
      Technology and the Application and Revertex maintains responsibility for the
      processes of treating and refining the natural rubber latex. 

    


    1.12
“Raw
      Materials” shall mean all items required for the Toll manufacture of the
      Products. 

    


    1.13
      “Products” shall mean the low-active-protein and/or low-allergen natural rubber
      latex processed product resulting from the Application. 

    


    1.14
      “Revertex Services” shall mean those services listed on Exhibit D attached
      hereto and incorporated herein by reference.

    


    1.15
      “Systems” shall mean any management or other system shared by Vystar with
      Revertex for the purposes of Revertex’ Development of the Products and
      optimizing the performance of production lines of Revertex for this purpose.
      

    


    1.16
      “Toll” or “Tolling” shall mean to convert/process Raw Materials into
      Products.

    


    1.17
      “Tolling Waste” shall mean any waste, as that term is defined under Regulatory
      Requirements as defined in Section 6.3, resulting from the Tolling of Raw
      Materials into Products under this Tolling Agreement.

    


    1.18
      “Technical Documentation” shall mean all drawings, data, charts, graphs,
      procedures, books, operation manuals, data, technical processes and other
      tangible technical literature necessary for the Systems and/or the research,
      development, design, manufacture, package, assembly or testing of the Products.
      


    
      
        
        

      

      
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    1.19
      “Technology” shall mean, collectively, patents, know-how, copyrights,
      trademarks, trade names, and other Confidential Information which are disclosed
      or provided pursuant to the terms of this Agreement, and are necessary for
      research, development, manufacture, packaging, assembly or testing of the
      Products. That Technology controlled by Vystar as of the date of this Agreement,
      thereafter acquired by Vystar during the term of this Agreement, or otherwise
      developed during or pursuant to this Agreement or which relates to the
      Application, including all SOPs and other manufacturing processes previously
      developed or developed during the term of this Agreement or the LOI related
      to
      the Application, shall be referred to as “Vystar Technology”. That Technology
      controlled by Revertex as of the date of this Agreement, thereafter acquired
      by
      Revertex during the term of this Agreement, or otherwise developed during or
      pursuant to this Agreement related to the processing of compounded latex and
      prevulcanized lattices, and which does not relate to or depend upon the
      Application, the Products or the manufacturing or other processing for the
      Applications and Products, shall be referred to as “Revertex Technology”.


    


    1.20
      “Vystar Services” shall mean technical support or consulting services Vystar
      tenders to Revertex under this Agreement. 

    


    1.21
      “Vytex CL60” shall mean the particular product resulting from applying the
      Application to the natural rubber latex that has not been treated with
      pre-vulcanized chemical processes.

    


    ARTICLE
      II. Manufacturing,
      Packaging, Distribution and Commercialization of Products 

    


    2.1
      Revertex shall procure the relevant Raw Materials for manufacturing and/or
      processing the Products. The cost for such Raw Materials shall be billed to
      Vystar on a cost plus model as described in Exhibit C on Revertex Fees for
      the
      Products that Vystar sells. Revertex shall inspect and test before unloading
      all
      Raw Materials promptly upon receipt and give Vystar immediate notice of
      defective or substandard Raw Materials. Revertex’s failure to provide such
      notice shall constitute a material breach of this Agreement.

    


    2.2
      Pursuant to the Plan and the Services described on Exhibit D, it is anticipated
      that Revertex will process, package, distribute, and possibly market and sell
      the Products. If Revertex desires to engage in these and other Licensed
      Activities, as defined below, Revertex shall comply with the following
      requirements:

    2.2.1
      With the exception of any product that Revertex is currently marketing as of
      the
      Effective Date, Revertex shall manufacture, distribute, promote and/or sell
      only
      the Vystar Products as Revertex’ chemically-treated, low-active-protein or
      low-allergen natural rubber latex product. 


    
      
        
        

      

      
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    2.2.2
      Revertex must include the Vystar trademark and trade name “Vytex” on all Product
      packaging, and if Revertex sells any of the Products for its own benefit, upon
      paying Vystar a Licensing fee that will be subject to a separate agreement,
      Revertex shall require of any of Revertex’ customers to whom Revertex markets,
      sells or distributes the Products that they similarly include the Vytex
      tradename and in the same manner as required of Revertex on all Product
      packaging manufactured, processed, packaged, marketed, sold or otherwise
      distributed by those Revertex customers. All such trademarks and/or trade names
      on all packages shall be used and placed as mutually agreed upon by the parties.
      All such marketing activities and trademark usage requirements shall be
      incorporated in this Agreement as Exhibit B. Neither Revertex nor any Revertex
      customer may make any changes to the use and placement of the Vystar trademarks
      and/or trade names without the express written approval of Vystar.

    2.2.3
      Should Revertex determine it desires to market and/or sell any of the Products,
      Vystar and Revertex (and/or Revertex’ agents approved by Vystar) shall mutually
      market the Vytex natural rubber latex, and each party shall include the other
      party in its marketing activities and materials, including any electronic or
      on-line product listing and catalogs. 

    2.2.4
      Generally, Vystar shall have responsibility for marketing to the Product
      end-users world-wide, including product development and marketing groups located
      in the North American region and in companies not otherwise covered by Revertex.
      If Revertex elects to sell any of the Products, Revertex shall have
      responsibility for sales and marketing of the Products to the Product
      manufacturers outside of the North American region, specifically in Southeast
      Asia and Europe currently covered by Revertex, or as otherwise agreed to between
      the Parties.

    2.2.5
      Each party shall be fully responsible for the costs of its marketing materials
      for its marketing efforts. In the event that the parties engage in joint efforts
      that result in joint marketing materials, the parties shall share equally in
      these costs unless otherwise expressly agreed by the parties.

    2.2.6
      Each party shall provide to the other party sufficient documentation and
      training to facilitate each party’s co-marketing efforts under the licensing and
      non-disclosure requirements contained in this Agreement. 

    2.2.7
      Each Party hereby grants a limited, nonexclusive, world-wide, non-assignable
      and
      non-transferable, royalty-free license to each party’s trademarks and copyrights
      for the co-marketing and sales activities and materials, provided that the
      trademarks and marketing materials are not altered or modified from the parties’
approved versions. 

    2.2.8
      Each party shall only use marketing materials related to the other party that
      are approved by the other party. 

    2.2.9
      Each party shall make opportunities available to invite the other party to
      marketing and sales meetings with potential customers and each party shall
      make
      good faith efforts to attend such sales and marketing meetings.


    
      
        
        

      

      
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    2.3
      Vystar shall provide to Revertex quarterly estimates, or such other interval
      mutually agreed to by the parties, reflecting the expected volume for Products
      required by Vystar.

    2.3.1
      Vystar will transmit orders for quantities of each of the Products to Revertex
      by separate orders containing details.

    2.3.2
      Revertex shall invoice Vystar for processing and storage of Products, along
      with
      the invoicing of any Raw Material provided by the Revertex, pursuant to sections
      4.1, and in accordance with the schedule of fees shown in Exhibit
      C.

    


    2.4
      Warehousing/Storage. To
      the
      extent that Vystar Raw Materials and Products are stored at Revertex’s site.
      Revertex shall provide sufficient and appropriate facilities for such storage.
      Details of such facilities are provided in Exhibit F.

    


    2.5
      Sole
      right and title to Products hereunder shall remain in Vystar at all times.
      Revertex shall not sell, transfer, grant any security interest in, encumber
      or
      otherwise dispose of any interest of Vystar in the Products.

    


    2.6
      Transportation.  If
      required by Revertex, Vystar will supply to Revertex information to assist
      Revertex in complying with any relevant transportation regulations for shipping
      Products.

    


    2.6.1
      Revertex shall ensure that precautionary labels, tags, hazard warnings
      statements, and other safety information are affixed to the containers in which
      the Products are shipped, in accordance with the relevant transportation
      regulations and specific directions furnished Revertex by Vystar.

    


    2.6.2
      Where the drumming of materials is part of the Tolling agreement, Vystar will
      provide Revertex with specific information which Revertex will use to print
      drum
      labels. Revertex shall affix labels to all drums and ensure that all drums,
      labels and markings comply with all Regulatory Requirement, including, without
      limitation, any relevant transportation regulations.

    


    2.7
      Waste, Recycle & Contamination.
      Revertex
      accepts all responsibilities under Regulatory Requirements, including the status
      of any generator or other equipment, for Tolling Waste. Prior to the initial
      contract, purchase order, or arrangement for removal, transportation, treatment,
      storage or disposal of Tolling Waste, Revertex shall notify Vystar with
      specifics of the transaction, so that Vystar may state any
      objection.

    


    2.7.1
      Revertex agrees promptly to notify Vystar of any change in the Tolling of Vystar
      Raw Materials into Products that could affect the quantity, type, or character
      of any Tolling Waste.


    
      
        
        

      

      
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    2.7.2
      If
      any non-waste material is produced by Revertex from Vystar Raw Materials or
      Products, which material Revertex intends to recycle or reuse or send to a
      third
      party for recycle or reuse, Revertex agrees to notify Vystar in advance of
      the
      recycle or reuse activity.

    


    2.8 Spill
      and Transportation Accident Notification. Revertex
      shall immediately notify Vystar upon discovery of any leak or spill of Vystar
      Raw Materials or Products at Revertex’s site, if such leak or spill is not
      totally contained, recovered, and prevented from reaching the air, soil or
      water. Revertex shall report all incidents under Regulatory
      Requirements.

    


    2.8.1
      Revertex shall immediately notify Vystar, within3 hours maximum, of any
      transportation or operational accident involving Vystar Raw Materials or
      Finished Products. .

     

    2.8.2
      Revertex has a continuing obligation to notify Vystar of any matter addressed
      by
      this Section 2.8, even if such notice would not be immediate, and to update
      Vystar of any significant new or changed information or
      developments.

    


    ARTICLE
      III. Fees

    Where
      Revertex provides the Revertex Services described in Exhibit D for Vystar
      without selling any of the Products itself, Vystar shall pay to Revertex the
      fees described on Exhibit C labeled “Revertex Fees” (“Revertex Fees”).


    


    ARTICLE
      IV. Limited License

    4.1
      Subject to the terms and conditions of this Agreement, Vystar hereby grants
      to
      Revertex a non-transferable, non-assignable, non-exclusive, world-wide, limited
      right and license to the Vystar Technology, Technical Documentation and Systems
      to research, develop, design, manufacture, package, assemble, test, and improve
      the Application for purposes of toll-manufacturing the Products for Vystar
      and/or marketing, selling and distributing the Products itself (“Licensed
      Activities”). 

    


    4.2
      Subject to the terms and conditions of this Agreement, Vystar hereby also grants
      to Revertex a non-transferable, non-assignable, non-exclusive, world-wide
      limited right and limited license to use the Vystar trademarks, “VytexTM”, and
      other trademarks or trade names as expressly approved by Vystar on the packaging
      of the Products. Revertex shall not use any of Vystar’s trademarks or trade
      names in any other manner other than as expressly prescribed by Vystar. Revertex
      shall not deface, obliterate or otherwise modify any of the Vystar trademarks
      or
      trade names. 

    


    4.3
      The
      Licenses in Sections 4.1 and 4.2 herein shall collectively be referred to as
      the
“License”. 


    
      
        
        

      

      
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    4.4
      Revertex shall not sell, transfer or assign any aspect of the License. The
      License shall be valid for the term of this Agreement unless terminated earlier
      as provided in this Agreement. Revertex shall not, and shall not permit its
      employees, representatives or agents to sell, assign, lease, sublicense,
      transfer or disclose to any third party, or allow any third party to use the,
      Vystar Technology, Technical Documentation, Systems or the Application except
      as
      specifically permitted by this Agreement. 

    


    4.5
      Nothing contained herein shall be construed as granting the receiving party
      a
      license, an option on a license or any right to operate under any patent,
      technology or know how, or more generally under any Industrial Property Right
      of
      the disclosing party which may be disclosed by it under this Agreement and
      which
      shall remain its complete and full property.

    


    4.6
      In
      the event that Revertex determines it may need to utilize third parties to
      assist in the manufacturing of Vytex product due to the volume, the parties
      shall follow the procedures outlined in Article V Restriction on Subcontracting;
      Nonassignability provision described herein.

    


    ARTICLE
      V. Restriction on Subcontracting; Nonassignability

    5.1
      Revertex shall not subcontract the Development or any of the other Licensed
      Activities in whole or in part to any third party without the prior written
      consent of Vystar. The rights and obligations granted and imposed upon the
      Parties pursuant to this Agreement shall not be assignable or otherwise capable
      of delegation, transferable, or subject to encumbrance by act of either Party
      or
      by operation of law or otherwise without the express written consent of the
      other Party. Any attempt to assign, delegate, transfer or encumber such rights
      or duties, absent the other Party’s prior written consent shall be null and
      void. Notwithstanding the foregoing, a transfer of all or substantially all
      of
      the assets of either Party to an affiliate of that Party shall not be deemed
      a
      prohibited assignment for purposes of this Article. 

    


    5.2
      In
      the event that Revertex would require use of a third party to assist in the
      processing and or manufacture of the Products using the Application in order
      to
      meet Vystar’s quantities required, Revertex shall communicate such fact to
      Vystar with sufficient notice to allow Vystar to review such third party’s
      qualifications and approve of any such third party. In the event of Vystar’s
      approval to Revertex’ use of any such third party subcontractor to assist
      Revertex in processing or manufacturing the Products using the Application,
      such
      third party contractor shall be required to execute a limited license and
      confidentiality agreement with Vystar prior to any disclosure of Vystar’s
      Application and Vystar Technology by Revertex. For all other components of
      the
      subcontractor processing and manufacturing relationship, Revertex shall contract
      directly with and be responsible to Vystar for the third party’s production of
      the Products. The use of any third parties pursuant to this section shall not
      change the Revertex Fees charged to Vystar for the Revertex Services as
      described herein and on Exhibit C.


    
      
        
        

      

      
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    ARTICLE
      VI.
      Quality & Performance Standards Compliance

    6.1.
      Revertex shall engage in the Development activities and the other Licensed
      Activities with reasonable skill and care. Revertex represents that it has
      the
      requisite expertise, ability and legal right to engage in the Development
      activities and other Licensed Activities and that it can and will perform the
      Development activities and other Licensed Activities in an efficient and ethical
      manner. 

    


    6.2
      Revertex shall establish and maintain programs which address continuous
      improvement of final product quality, and strive to achieve goals similar to
      the
      ISO 9001 quality process at a minimum. The status of such programs are to be
      shared with Vystar.

    


    6.3
      Revertex acknowledges that the Products are or may be governed by governmental
      regulations and licensing in the various jurisdictions in which the Products
      may
      be marketed, distributed and/or sold. It shall be the duty of Revertex to
      ascertain whether any drawings and specifications are at variance with the
      Regulatory Requirements applicable to it as a toll manufacturer before starting
      Tolling. If Revertex discovers any variance with the Regulatory Requirements
      in
      any drawings and/or specifications, Revertex shall promptly notify Vystar in
      writing and the necessary changes shall be made before proceeding with the
      part
      of the Tolling affected. Revertex shall obtain all permits necessary for the
      Tolling, and shall give all required notices. Revertex shall be responsible
      for
      complying with all government regulations and for seeking all required licenses,
      certifications and approvals required in order to comply with all governmental
      regulations and licensing that apply to Revertex’ Development activities and
      other Licensed Activities and as otherwise may be required of Vystar as the
      processor of record and which Vystar would be required to pass along to any
      of
      its contractor or toll manufacturers (“Regulatory Requirements”). Revertex shall
      have full and proper regard to and shall comply with all other relevant laws,
      regulations and codes of conduct in the performance of the Development and
      other
      Licensed Activities pursuant to this Agreement. 

    


    6.4
      Revertex shall have a drug and alcohol policy applicable while performing
      services for Vystar. Revertex shall ensure that its employees and agents do
      not
      perform any service for Vystar while under the influence of alcohol or any
      controlled substance. Revertex is responsible for all aspects of compliance
      with
      regulations promulgated by the Occupational Safety & Health Act, 1994 and
      any applicable sate worker regulations. This obligation includes all training
      and hazard communication as required in the OSHA Regulations. If Revertex has
      not received sufficient information on the Vystar Raw Materials or Products,
      then Revertex shall contact Vystar for this information. Attached hereto as
      Exhibit E are Material Safety Data Sheets covering the Vystar Raw Materials
      to
      be Tolled by Revertex and covering the Products. If not already posted, Revertex
      agrees to disseminate and post copies of the Material Safety Data Sheets,
      including warnings and safety and health information concerning the Vystar
      Raw
      Materials and Products and/or their containers, in a conspicuous place in
      Revertex’s plant to which employees, agents, contractors or customers of
      Revertex have open and frequent access. Revertex agrees to otherwise advise
      its
      employees, agents, contractors or customers by disseminating all information
      furnished by Vystar regarding the possible hazards of, precautions concerning,
      and safe-handling procedures utilized in dealing with: (1) the Vystar Raw
      Materials, and (2) the Products to the extent not already disseminated by
      Revertex as a result of Revertex’ activities other than Vystar Tolling.



    
      
        
        

      

      
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    6.5
      Revertex shall not make any modifications to the Technical Documentation, the
      Systems, the Vystar Technology, Application or the Products without the express
      written approval of Vystar. If Revertex modifies or causes the modification
      without Vystar’s approval of the Technical Documentation, Systems, Vystar
      Technology, Application or the Products that are developed, manufactured,
      marketed, distributed or sold, Revertex shall indemnify and hold harmless Vystar
      against any and all claims, damages, fines, costs and expenses (including
      without limitation, reasonable attorneys’ fees and costs of suit) resulting from
      the defense, settlement and/or regulatory action related to Revertex’ use,
      development, manufacture, packaging, marketing, sale, distribution or any other
      Licensed Activity or other activity with respect to the unapproved modified
      Products. This indemnification shall survive termination or expiration of the
      Agreement.

    


    6.6
      In
      compliance with Vystar’s quality assurance procedure, Revertex is required to
      retain a sample measuring 500 cubic centimeters of Product after loading for
      each tank truck delivery. The sample shall be retained for three (3) months
      after each delivery. Provided that, in the event of a claim relating to any
      Product delivered, the sample of the said Product delivered shall be retained
      as
      long as necessary.

    


    6.7
      Revertex, in performing its obligations under this Agreement, shall establish
      and maintain appropriate business standards, procedures, and controls, including
      those necessary to avoid any real or apparent impropriety or adverse impact
      on
      the interests of Vystar. Revertex shall review with Vystar at reasonable
      frequency during performance of this Agreement, Revertex’s business standards,
      procedures, and controls, including, without limitation, those related to the
      activities of Revertex’s employees and agents in their relations with Vystar
      employees, agents and representatives, suppliers, subcontractors and third
      parties.

    


    ARTICLE
      VII. No Warranties
      

    BOTH
      VYSTAR AND REVERTEX GIVE
      NO
      WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
      BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
      A
      PARTICULAR PURPOSE with respect to the activities described in this Agreement
      except as expressly set forth in this section. Neither party shall communicate
      any warranties on behalf of the other to any customer to which it markets,
      sells
      or distributes the Products other than that expressly described herein. Each
      party shall hold harmless and indemnify the other party for any warranties
      that
      it extends to any third party in violation of this provision.

     

    
      
        
        

      

      
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    IN
      NO
      EVENT WILL EITHER PARTY OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO THE
      OTHER PARTY FOR: (1) LOST PROFITS, LOST DATA OR LOST USE, OR ANY OTHER
      INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY INDIRECT, SPECIAL, OR PUNITIVE
      DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT STRICT PRODUCT
      LIABILITY OR OTHERWISE, EVEN IF CUSTOMER OR ANY OTHER PERSON HAS ADVISED THAT
      PARTY OR ANY OF ITS SUPPLIERS OR LICENSORS OF THE POSSIBILITY OF SUCH DAMAGES;
      (2) DAMAGES CAUSED BY THE OTHER PARTY’S FAILURE TO PERFORM ITS RESPONSIBILITIES
      UNDER THIS AGREEMENT; (3) REPAIRS OR ALTERATIONS DONE WITHOUT THE PRIOR WRITTEN
      APPROVAL OF THE OTHER PARTY; OR (4) USE OF THE OTHER PARTY’S TECHNOLOGY,
      TECHNICAL DOCUMENTATION, SYSTEMS, OR APPLICATION OR ULTIMATE PRODUCTS IN A
      MANNER THAT IS NOT AUTHORIZED BY THIS AGREEMENT. THE REMEDY OF CONSEQUENTIAL
      DAMAGES SHALL NOT BE AVAILABLE EVEN IN THE EVENT THE SOLE AND EXCLUSIVE REMEDY
      OF REPAIR AND/OR REPLACEMENT FAILS OF ITS ESSENTIAL PURPOSE. 

    


    THIS
      LIMITATION WILL NOT APPLY TO CLAIMS FOR DEATH OR PERSONAL INJURY CAUSED SOLELY
      BY THE NEGLIGENCE OF A PARTY OR ITS EMPLOYEES, SUBCONTRACTORS OR AGENTS.


    


    ARTICLE
      VIII. Reports, Records, Access & Audits

    8.1
      Revertex shall submit to Vystar its final report on the Development on or prior
      to the date specified in the Plan.

    


    8.2
      In
      the event that Revertex is unable to submit the final report by the specified
      date as referred to in the preceding paragraph, Revertex shall notify Vystar
      to
      that effect without delay.

    


    8.3
      Vystar may from time to time request that Revertex make a report on the progress
      of the Development and manufacture or other Licensed Activities and Vystar
      shall
      be entitled to provide instructions or assistance for, or be present at, the
      implementation of the Development or manufacture and packaging, at the site
      where Revertex carries out the Development and/or manufacture and
      packaging.

    


    8.4
      Revertex shall keep accurate and thorough records in sufficient detail to enable
      Vystar and/or any governmental or licensing body to inspect records and
      activities related to the Development and other Licensed Activities. Upon
      Vystar’s request, and after reasonable prior notice, Revertex shall permit
      Vystar or an independent auditor to have access during ordinary business hours
      to Revertex’ records and operation to determine Revertex’ compliance with this
      Agreement and with respect to the Development and other Licensed Activities.
      Such examination shall be at Vystar’s expense and shall not take place more than
      once each six (6) months, unless required more often by a governmental or
      licensing agency or Vystar has reason to believe Revertex may not be complying
      with the Regulatory Requirements, the License or other obligations described
      herein.


    
      
        
        

      

      
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    8.5
      Revertex shall retain the original of the final report on the Development,
      original data, experimental products, and other related materials in an
      appropriate manner for a period of 3 years from the date on which the final
      report is submitted to Vystar. The procedures after the expiration of the
      retention period shall be determined through discussion between the
      parties.

    


    8.6
      Revertex and Vystar agree that all transactions will be accurately reflected
      in
      their books and records, and that no funds or other assets will be paid directly
      or indirectly to government officials (or persons acting on their behalf) for
      the purpose of influencing government decisions or actions. Violation of this
      policy will result in the immediate termination of this Agreement. No employee,
      agent, contractor, subcontractor or other third party used by Vystar will have
      the authority to give any direction, either written or oral, relating to the
      making of any commitment by Revertex, Vystar or their agents to any third party
      in violation of the terms of this section.

    


    8.7
      If
      Revertex receives any request for audit, inspection, information or other action
      by a governmental or licensing body, or other third party with respect to the
      Products or the Application, Revertex shall immediately notify Vystar. If
      Revertex becomes aware of any defect or other concern regarding the Products
      or
      Application which it knows or suspects may cause injury, harm or other hazards
      associated with the use or control of the Products, Revertex shall immediately
      inform Vystar of such and both parties will determine the appropriate course
      of
      action with respect to notifying any governmental authority, customers or other
      third party(ies).

    


    ARTICLE
      IX.
      Product & Technology Discontinuation or Modification

    9.1
      Vystar reserves the right to modify or discontinue any Vystar Technology,
      System, Technical Documentation, Application and resulting Product upon thirty
      (30) days notice to Revertex. If such modification or discontinuation is due
      to
      Regulatory Requirements, as described in this Agreement, the notice period
      of
      such modification or discontinuation shall be pursuant to such Regulatory
      Requirements and will be as stated in the notice to Revertex. In some cases,
      this modification or discontinuation may be effective immediately.

    


    9.2
      In
      the event that, prior to the completion of the Development, Vystar provides
      Revertex with notice of discontinuation of all or part of the required test,
      Revertex shall promptly discontinue the Development. The settlement of the
      development fees accrued prior to the discontinuation shall be made by agreement
      through discussion between the parties.

     

    
      
        
        

      

      
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    9.3
      In cases where the Development is discontinued
      pursuant to the preceding paragraphs, Revertex shall promptly provide to Vystar
      the results of the Development achieved prior to the termination. The manner
      to
      deal with the original data and experimental products with respect to the
      Development having been created prior to the discontinuation shall be determined
      through discussion between the parties.

     

    ARTICLE
      X. Confidentiality

    10.1
      During the course of performing this Agreement, it is anticipated that both
      Parties will learn Confidential Information of the other Party. Each Party
      shall
      keep confidential the Confidential Information and shall not use or disclose,
      either directly or indirectly, to any person or entity the Confidential
      Information of the other Party for any purpose other than as provided for in
      this Agreement without the express, written permission of the other Party,
      except that each Party may: (i) use the Confidential Information of the other
      Party to carry out the activities expressly permitted hereunder; (ii) disclose
      the Confidential Information of the other Party to those persons who have a
      need
      to know such Confidential Information in order to carry out the activities
      expressly permitted hereunder on behalf of the Receiving Party and who are
      bound
      by confidentiality obligations no less stringent than those contained herein;
      and (iii) disclose the Confidential Information as required by law or orders
      from any government departments, legislative bodies or governing courts,
      provided that, in such event, the Receiving Party subject to such obligation
      shall promptly notify the Disclosing Party to allow intervention to contest
      or
      minimize the scope of the disclosure or apply for a protective order. Each
      Party
      agrees to take precautions to prevent unauthorized disclosure or use of the
      Confidential Information, and such precautions shall be consistent with the
      precautions used to protect the Receiving Party’s own confidential information
      of like significance, but in no event less than the care exercised by a
      reasonable business person in the protection of its valuable confidential
      information. In the event that the Receiving Party learns or has reason to
      believe that any person who has had access to the Confidential Information
      of
      the Disclosing Party has violated or intends to violate the terms of this
      Agreement, the Receiving Party shall immediately notify the Disclosing Party
      and
      shall cooperate with the Disclosing Party in seeking any relief against any
      such
      person or violation. 

    


    10.2
      In
      the event of any unauthorized disclosure of the Disclosing Party’s Confidential
      Information by any of the Receiving Party’s employees, vendors, contractors,
      agents or other third party with access to the Disclosing Party’s Confidential
      Information, the Disclosing Party shall have the right to commence legal
      proceedings directly against such employee, vendor, contractor, agent or third
      party, and such right shall be stipulated in the non-disclosure undertaking
      executed by the Receiving Party’s employees, vendors, contractors, agents or
      other third parties. The Parties hereto both acknowledge that damages that
      would
      be suffered by the Disclosing Party as a result of a breach of the provisions
      of
      this Article X may not be determinable and that an award of a monetary judgment
      for such a breach would be an inadequate remedy. Consequently, the Disclosing
      Party shall have the right, in addition to any other rights it may have, to
      obtain, in any court of competent jurisdiction, injunctive relief or any other
      equitable relief to restrain any breach or threatened breach of any provision
      of
      this Article X or otherwise to specifically enforce any of the provisions
      hereof. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    10.3
      Confidential Information shall include, but shall not be limited to all aspects
      of the Technology, Systems, Technical Documentation, Application and Products
      shall be deemed as Confidential Information for all purposes and at all times.
      Notwithstanding the above, the confidential obligation contained in this
      paragraph shall not apply to any of the following information to the extent
      that
      it can be demonstrated in writing that the information:

    1)
      is
      already known to the public through no violation of a nondisclosure obligation
      at
      the
      time of disclosure by the other party;

    2)
      becomes known to the public without fault of the receiving party after the
      disclosure by the other party;

    3)
      is
      already in the possession of the receiving party at the time of disclosure
      by
      the other party;

    4)
      is
      lawfully obtained without any obligation of confidentiality from a third party
      who has the right to make such disclosure (subparagraphs 1-4 shall be referred
      to as “Non-Confidential Information”); or

    5)
      is
      required to be disclosed by any governmental or judicial agency, but only after
      the Receiving Party has given the Disclosing Party notice of such disclosure
      request and given the Disclosing Party an opportunity to object and/or seek
      a
      protective order.

    


    10.4
      The
      Receiving Party must seek prior written approval from the Disclosing Party
      for
      any vendors, contractors, subcontractors, or other third parties that the
      Receiving Party proposes to use for any work involving the Disclosing Party’s
      Confidential Information. Any such vendors, contractors, subcontractors and
      third parties must be bound by confidentiality, nondisclosure agreement
      containing terms equivalent to those contained herein and the form of which
      has
      been approved by the Disclosing Party. The Receiving Party shall also procure
      non-disclosure undertakings from its employees having access to the Confidential
      Information on a need-to-know basis. The terms of the non-disclosure undertaking
      shall be no less stringent than those contained herein.

    


    10.5
      All
      Confidential Information of a Disclosing Party shall remain the sole property
      of
      such Disclosing Party. At the termination or expiration of this Agreement,
      or at
      any time the Disclosing Party requires, the Receiving Party shall return to
      the
      Disclosing Party all equipment, manuals, reports or other written or soft copy
      information regardless of the form, whether originals, copies, derivative works,
      test results or other information created by the Receiving Party reflecting
      the
      Disclosing Party’s Confidential Information, and shall not keep or retain any
      copies of the Disclosing Party’s Confidential Information. The confidentiality
      and nondisclosure obligations contained in this Article X shall survive
      termination of this Agreement until such time as the Confidential Information
      becomes Non-Confidential Information pursuant to the terms contained
      herein.


    
      
        
        

      

      
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    ARTICLE
      XI. Ownership of Results and Industrial & Intellectual Property
      Rights

    11.1
      Any
      manufacturing techniques or processes or any know how, in the broadest sense,
      invented and/or developed under this Agreement shall be owned as follows. If
      relating (i) to the Application and manufacturing processes related to the
      Application, the Technical Documentation, Systems, Vystar Technology, and
      resulting processes, components, manufacturing processes and SOPs or other
      Vystar Confidential Information shall be Industrial Property Rights or other
      intellectual property rights owned by Vystar (“Vystar Owned Property”; (ii) to
      manufacturing processes of compounded latex and prevulcanized lattices not
      relating to the Application, Revertex Technology, and resulting processes,
      components, manufacturing processes and SOPs or other Revertex Confidential
      Information shall be Industrial Property Rights or other intellectual property
      rights owned by Revertex (“Revertex Owned Property”). All of the Technology
      owned individually by either Vystar or Revertex, as defined herein, shall be
      prosecuted by that party individually in their sole individual
      discretion.

    


    11.2
      All
      Improvements made to, which shall include derivative works made from, the
      individually owned Technology, being either Vystar Owned Property or Revertex
      Owned Property (“Owning Party”), the corresponding Technical Documentation,
      Systems, Application or products by one or more employees or contractors of
      the
      non-Owning Party shall be works for hire and shall remain the exclusive property
      of the Owning Party as part of the Owning Party’s Confidential Information.


    11.2.1
      Such Owning Party Improvements shall become subject to this Agreement; and
      

    11.2.2
      The expenses and costs in procuring and maintaining the intellectual property
      protection for the Improvements shall be the responsibility of the Owning Party,
      who shall determine whether to apply for patent or other appropriate protection
      and, if so, which party shall prepare and prosecute such application and in
      which countries corresponding applications shall be filed and by whom.


    


    11.3
      During the term of this Agreement, the non-Owning Party shall notify the Owning
      Party of Improvements it or one of its contractors has made to the Owning
      Party’s Technology. The non-Owning Party and/or its contractors, and their
      employees, representatives and contractors shall cooperate fully with the Owning
      Party in preparing, prosecuting, and otherwise securing such intellectual
      property protection. Expenses of preparing, prosecuting and otherwise securing
      such intellectual property protection shall be borne by the Owning
      Party.


    
      
        
        

      

      
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    11.4
      All
      results obtained by any of the tests carried out shall be vested in the Owning
      Party, as defined herein, and the Owning Party may use such results without
      any
      restriction.

    


    11.5
      If a
      Party becomes aware that the Products infringes upon an Intellectual Property
      Right of a third party, it will promptly notify the other Party thereof in
      writing. In such event, each Party will do everything possible to cure the
      Products from a potential infringement in order to avoid as much as possible
      an
      infringement suit. In case an infringement suit is nevertheless instituted
      by a
      third party against one or both of the Parties, each Party will equally
      participate in any and all costs for the defense thereof. If the other Party
      does not respond favorably to the registered letter within thirty (30) days
      after the date it has been sent, the initiating Party will have the right to
      bring a claim or legal action against such infringing entity in such country,
      the costs and proceeds of which will be borne and recovered by that initiating
      Party solely. 

    


    11.6
      In
      case a counterclaim relating to the Products is instituted against the
      initiating Party, it will immediately inform the other Party thereof by
      registered letter or courier with signature evidencing delivery mentioning
      all
      details relating to such counterclaim. In such case, the initiating Party will
      make available to the other Party any defense in such counterclaim and the
      other
      Party will have the right to join the initiating party in the claim or legal
      action at any time possible and/or to participate in the defense of the
      counterclaim. Any participation and/or observations will be taken into account
      by the initiating Party in as far as reasonable. In the event that the other
      Party joins the initiating Party, the costs and proceeds will be handled as
      if
      the parties had jointly brought the claim or legal action.

    


    11.7
      No
      settlement by the initiating Party will diminish the rights or interests of
      the
      other Party in the Products without the other Party’s prior and explicit written
      consent.

    


    ARTICLE
      XII.
      Health Hazards and Insurance 

    12.1
      In
      the event that in the course of implementation of the Development or any of
      the
      Licensed Activities any employee of Revertex has suffered damage to his/her
      health caused by or in connection with the Products, Revertex shall take
      immediate necessary actions and promptly notify Vystar to that effect, and
      both
      parties shall discuss and determine necessary matters including the
      determination as to whether or not the scheduled test shall continue to be
      carried out.

    


    12.2
      Revertex shall maintain and keep in force during the term of this Agreement
      premises, workers’ compensation, general public liability insurance and any
      other insurance against any insurable claim which might or could arise regarding
      the development, manufacturing and packaging or any of the Licensed Activities
      of the Products. Revertex shall add Vystar as an additional insured on Revertex’
insurance policies, and shall provide Vystar with a copy of such. Revertex
      shall
      notify Vystar immediately upon any modification, termination or expiration
      in
      coverages.


    
      
        
        

      

      
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    ARTICLE
      XIII.
      Indemnification

    13.1
      Each
      Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the
      other Party (the “Indemnified Party”) and its parent, sister and subsidiary
      companies, affiliates, directors, supervisors, officers, employees, agents,
      representatives and consultants (“Indemnified Persons”) from and against any and
      all claims, actions, damages, fines, losses, expenses, costs (including without
      limitation reasonable attorneys’ fees and litigation or arbitration costs) or
      other liability incurred by the Indemnified Party and Indemnified Persons,
      arising out of or relating to any allegation of or actual breach of any: (1)
      term or condition of this Agreement; (2) any representation, warranty or
      covenant of the Indemnifying Party under this Agreement; (3) any negligence
      or
      willful misconduct; (4) any claims of damages by any third party resulting
      from
      any act or omission of the Indemnifying Party; and/or (5) any infringement
      or
      violation by the Indemnifying Party of any third person’s intellectual property
      rights arising as a result of the Indemnifying Party’s entering into and/or
      performance of or attempt to perform this Agreement and/or (6) any violation
      of
      the Regulatory Requirements. Provided that the Indemnified Party shall provide
      to the Indemnifying Party prompt written notice of any such claim for which
      indemnification is sought and shall further provide reasonable cooperation
      in
      the defense and all related settlement negotiations thereof. The Indemnifying
      Party shall have the sole right to control the defense of a claim for which
      indemnification is sought hereunder. Notwithstanding any of the foregoing,
      the
      Indemnified Party shall have the right, in its absolute discretion and at its
      sole cost, to employ attorneys of its own choice in the defense of such claim.
      Neither Party shall have any liability for claims arising out of the other
      Party’s use of the Technology, the Technical Documentation, the Systems, and/or
      the Products not authorized by this Agreement or with any changes not approved
      by the other party.

    


    13.2
      Each
      Party shall bear all costs and expenses incurred in relation to any claim or
      cause of action due to that Party’s own misconduct or negligence.

    


    13.3
      Where such injury, death, loss or damage is the result of the joint or
      concurrent negligence or misconduct of both Revertex and Vystar or their
      respective agents, employees, representatives, or contractors, Revertex’s duty
      of indemnification shall be reduced in the same proportion attributed to the
      negligence or misconduct of Vystar, its agents, contractors, employees or
      representatives.

    


    ARTICLE
      XIV. Term & Termination 

    14.1
      Term.
      This
      Agreement shall become effective on the Effective Date and shall remain in
      full
      force and effect for three (3) years from the Effective Date, unless and until
      earlier terminated hereunder or unless modified by any term provision in the
      Plan or Confirmation. This Agreement shall be renewable for successive 2-year
      terms upon mutual agreement of the Parties ninety (90) days prior to each
      previous term’s expiration.


    
      
        
        

      

      
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    14.2
      Termination
      without Cause.
      Either
      Party may terminate this agreement upon one hundred twenty (120) days notice
      to
      the other Party.

    


    14.3
      Termination
      with Cause.
      Unless
      otherwise provided by law, either Party may terminate this Agreement in the
      event that the other Party breaches any provision of this Agreement after the
      non-breaching party serves the breaching party with a notification specifying
      a
      reasonable period of time, but in no case less than ten (10) days, during which
      the breach shall be remedied and, if the breaching party fails to remedy the
      breach within the specified period, the non-breaching party may terminate this
      Agreement and/or the then effective Plan and Confirmation and may claim from
      the
      breaching party direct and ordinary damages resulting from the termination.
      This
      liability for damages shall not apply to indirect, special, incidental,
      consequential or any other damages than the direct or ordinary
      damages.

    


    14.4
      Termination
      Upon Occurrence of Events.
      Either
      Party hereto may immediately terminate this Agreement upon delivering notice
      to
      the other party if any of the following events occurs:

    14.4.1
      Thirty percent (30%) or more of the assets of the other party becomes subject
      to
      attachment, provisional attachment, provisional disposition, public sale,
      procedures for tax delinquency, petition for an auction sale, or any other
      sanctions imposed by public authorities;

    14.4.2
      A
      petition is filed by or against the other party for the institution of
      proceedings for corporate arrangement, civil rehabilitation or special
      liquidation, or for bankruptcy, which is not dismissed within thirty (30)
      days;

    14.4.3
      An
      order is issued by a competent regulatory agency to suspend the business of,
      or
      revoke the business license or business registration of, the other party that
      is
      related to this Agreement;

    14.4.4
      The other party becomes unable to make any payment or becomes insolvent, or
      the
      financial standing of the other party has otherwise seriously deteriorated,
      or
      there is a reasonable ground to suspect the deterioration and acceptable
      reassurances have not been given after twenty (20) days notice of such
      suspicions.

    


    14.5
      Upon
      the termination of this Agreement Revertex shall cease to use any of the
      Technology, Systems, Products, Application or Technical Documentation, unless
      otherwise authorized by Vystar, and shall promptly return to Vystar all
      information, Technical Documentation (including copies thereof) and the
      remaining sample substance of the Application or any Product.

    


    14.6
      Notwithstanding the foregoing, the termination of this Agreement shall not
      relieve either Party of any liability or obligation accrued prior to such
      termination, and such termination shall not affect any provision, which shall
      be
      effective after such termination as stipulated or implied herein. The exercising
      of its rights in this Article XIV by either Party shall not impair the
      exercising of other rights of such Party pursuant to provisions of law or
      herein, including, but not limited to the right of the terminating party to
      claim damages.


    
      
        
        

      

      
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    ARTICLE
      XV. Force Majeure

    15.1
      Notwithstanding any provisions herein, no Party shall be held liable or
      responsible to the other Party for failure or delay in fulfilling or performing
      any obligation under this Agreement if such failure or delay is caused by
      actions, inactions or events which are beyond the reasonable control of the
      affected Party, the effect of which is to prevent or interfere with such Party’s
      performance hereunder, including but not limited to any weather; natural
      disasters; government action or inaction or other governmental laws, orders,
      restrictions, embargos or blockades; war; national or regional emergency; city
      riot or other civil disobedience; revolution or rebellion; strike or other
      work
      stoppage; fire; explosion; flood; sabotage; pestilence; accident or breakdown
      of
      machinery, unavailability of fuel, labor, containers or transportation
      facilities; accidents of navigation or breakdown or damage of vessels, or other
      conveyances for air, land or sea or other impediments or hindrances to
      transportation; or any other circumstances of like or different character
      commonly referred to as an act of God or force majeure. Each Party agrees to
      give the other Party prompt written notice of the occurrence of any such
      condition and shall make all reasonable efforts to perform despite such
      occurrence. In the event of that such condition continues for more than three
      (3) months, the Parties may consult with each other to determine whether or
      not
      to terminate this Agreement. 

    


    15.2
      Notwithstanding the aforesaid, the Parties shall perform obligations stipulated
      herein as soon as possible after the end of such force majeure. 

    


    ARTICLE
      XVI. Jurisdiction

    Vystar
      and Revertex agree that any disputes arising out of or in connection with this
      Agreement shall be governed by Georgia law in the United States of America
      (“U.S.A.”) and submitted into a court of competent jurisdiction in Atlanta,
      Georgia, U.S.A.. 

    


    ARTICLE
      XVII. Matters subject to Discussion/Entire
      Agreement/Amendment

    This
      Agreement, along with its Schedules, Plans and Confirmations constitutes the
      entire understanding between the Parties, and supersede all previous
      undertakings, agreements, and understandings, whether oral or written, between
      the Parties hereto. No modification, amendment or alteration of this Agreement
      shall be effective unless agreed to in writing signed by both Parties. Any
      matters not provided for in this Agreement or any doubts arising in connection
      with the interpretation of this Agreement shall be resolved through good faith
      discussions between the parties hereto. 


    
      
        
        

      

      
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    ARTICLE
      XVIII. Notice 

    All
      notices, requests and other communications under this Agreement shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      by
      registered return mail to:

     

    In
      case of Vystar:
      

    William
      Doyle

    President
      & COO

    3235
      Satellite Blvd.

    Building
      400, Suite 290

    Duluth,
      GA 30096

    Phone:
      +1
      770-965-0383

    Fax:
      +1
      770-965-0162

    


    In
      case of Revertex

    __Revertex
      (M) Sdn. Bhd.__

    _______________________

    Attn:  Chong
      Yee Ming__

    Phone:
      +607-770-1300____

    Fax:
      +__607-776-7062____

    


    Provided,
      however, that if a Party shall have designated a different address by notice
      to
      the other Party, then to the last address so designated. Either Party may change
      its address by giving written notice to the other Party.

    


    ARTICLE
      XIX. Relationship of the Parties/No Third-Party
      Beneficiaries

    19.1
      The
      relationship between Vystar and Revertex is that of independent contractors
      with
      respect to all matters related to this Agreement. Each Party agrees that
      discretionary authority over all significant business matters with respect
      to
      the other Party and its Technology rests with the owning Party, and the
      non-owning Party shall have no authority, whether express or implied, to make
      contracts, representations, warranties or any other obligations in the name
      of,
      or binding upon, the owning Party. Neither Party shall be responsible for the
      other Party’s acts .

    


    19.2
      This
      Agreement is made for the benefit of the Parties hereto and is not intended
      to
      benefit any third parties and shall not be available for enforcement or benefit
      of any third parties not a Party to this Agreement as evidenced by a duly
      authorized signature hereto.


    
      
        
        

      

      
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    ARTICLE
      XX. Severability 

    If
      a
      court or arbitrative panel of competent jurisdiction finds any provision of
      this
      Agreement to be invalid or unenforceable, the provisions of this Agreement
      shall
      be separable and such invalid or unenforceable term(s) shall be ineffective
      in
      the affected jurisdictions to the extent of such prohibition or unenforceability
      without invalidating the remaining provisions of this Agreement. The remaining
      provisions of this Agreement and the invalidated provisions in other
      non-affected jurisdictions shall remain in full force and effect until the
      Agreement terminates or expires.

    


    ARTICLE
      XXI. Waiver

    The
      waiver by either Party of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any subsequent breach of that particular
      provision or any other provision on the Agreement. Failure by any Party at
      any
      time to enforce any of the provisions of this Agreement shall not affect or
      impair such provisions in any way, or the right of any Party at any time to
      avail itself of any remedies it may have for breach of such provisions pursuant
      to this Agreement, either in equity or in law.

    


    Article
      XXII Taxes

    22.1
      Vystar shall reimburse Revertes for any existing taxes which Revertex may be
      required to pay upon the production, transportation, delivery, use, possession
      or storage of the Products, but not taxes upon, or measured by, the income
      of
      Revertex or the Raw Materials. Vystar shall provide Revertex, upon request,
      with
      properly completed exemption certificates for any tax from which Vystar claims
      an exception.

    


    22.2 Unless
      it
      elects otherwise, Vystar shall reimburse Revertex for any new taxes or increase
      in existing taxes which Revertex may be required to pay upon the production,
      transportation, delivery, use, possession or storage of the Product (other
      than
      taxes upon, or measured by, the income of Revertex or the Raw Materials) if
      Revertex provides Vystar with written notice of such new or increased tax.
      However, within thirty (30) days after receiving such written notice from
      Revertex, Vystar may elect by written notice to Revertex not to reimburse
      Revertex, in which event Revertex may terminate this Agreement upon written
      notice. If Vystar does not give written notice of its ele tion not to reimburse
      Revertex, Vystar shall reimburse Revertex for such new or increased
      taxes.

    


    22.3 Notwithstanding
      the above, Vystar shall render all of its property stored or retained at
      Revertex’ facilities to the appropriate government authorities for the purposes
      of determining any personal property tax that may be assessed against such
      property. Vystar shall pay any personal property tax assessed against its
      property directly to the appropriate government authorities.

    



    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    ARTICLE
      XXIII. Parts

    This
      Agreement may be executed in two (2) or more counterparts, which together shall
      form a single agreement as if both Parties had executed the same document.
      

    


    ARTICLE
      XXIV. Survival

    The
      following Sections and Articles shall survive the termination of expiration
      of
      this Agreement: Jurisdiction Article XVI, Effect of Termination Section 14.5,
      Indemnification Article XIII, Ownership Article XII, Confidentiality Article
      X,
      Records Retention Section 8.5, No Warranties Article VII, and Audit Section
      8.7.

    


    In
      witness hereof, the Parties hereto have caused this Agreement to be executed
      in
      duplicate with their respective names and seals affixed thereto, and each Party
      shall retain one copy thereof.

    


    Date:
      April 11, 2008

    


    
      	
              Vystar
                Corporation

            
	 	 
	
              Signature:
                /s/

            	  



    

    


    
      	
              Name:

            	  

	 	 
	
              Title:

            	  

	 	 
	
              Date:

            	  



    

    


    
      	
              Revertex:

            
	 	 
	
              Signature:
                /s/

            	  



    

    


    
      	
              Name:

            	  

	 	 
	
              Title:

            	  

	 	 
	
              Date:

            	  



    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    PLAN

    CONFIDENTIAL

    VYTEXÔ
      NRL SOP

    Preparation
      of VytexÔ
      Natural
      Rubber Latex from Field Latex 

    Authors:
      Travis Honeycutt, Matt Clark, Vystar Corporation

    


    1.0
      INTRODUCTION

    


    1.1
      Purpose

    The
      purpose of this procedure is to describe a means of chemically reducing the
      antigenic protein (AP) level in natural field rubber latex without diminishing
      the physical properties of the latex. 

    


    1.2 Procedure

    This
      procedure is performed prior to concentration. The beginning feedstock is field
      latex, containing approximately 27% total solids content (TSC) prior to
      de-sludging. 

     

    1.3 Results
      

    The
      protein results of this procedure are to be determined by Donald Guthrie
      Foundation Education Research Institute, an independent laboratory analysis
      using the ASTM D6499-03 Inhibition ELISA protocol. Once the aging process is
      completed, as proscribed in Section 4.2, a sample of the batch should be sent
      within three (3) days to the following address for protein testing:

    


    LEAP
      Testing Service

    c/o
      Donald Guthrie Foundation for Education & Research Inc

    Attn:
      Dr.
      David Kostyal

    One
      Guthrie Square

    Sayre,
      Pennsylvania 18840

    Phone:
      (570) 882-4645

    Fax:
      (570) 882-4666 or 882-5151

    E-mail:
      LTS@guthrie.org

    


    2.0
      PREPARATION OF CHEMICALS TO TREAT 1 KG OF FIELD LATEX ( 

    ***********************
      

    


    3.0 MIXING
      & CENTRIFUGING of VYTEXÔ
      NATURAL RUBBER LATEX 

    ***********************
      

    


    *************
      THESE PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH
      THE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    4.0 CONCLUSION
      & DISCUSSION

    4.1
      A
      charged surfactant is mixed with the natural rubber latex emulsion and stirred
      to extract or ‘wash’ the proteins from the cisisoprene micelles.  The
      surfactant acts on the protein molecules through van der Waal forces or weak
      hydrogen bonding to bring the protein into the hydrophilic phase.  Excess
      surfactant is used to keep the micelles suspended in the hydrophilic
      phase.  Meanwhile, insoluble aluminum hydroxide is added to the
      emulsion which captures the proteins with electron pair sharing bonding. 
The resultant insoluble complex is separated from the emulsion by centrifuging
      or filtration.

    


    4.2
      Similar to existing practices by processors of latex, Vytex NRL should be stored
      for 21 days for maturation purposes prior to distribution.  Further, the
      Certificate of Analysis (COA) that will accompany every Vytex NRL, as described
      in the Services of Exhibit D, should only include test results taken immediately
      after the 21 day maturation process.  An example of the COA is attached for
      reference.  The following is a list of parameters with definitions for
      completion;

    


    
      	 	
              ·

            	
              Date
                Issued: The initial starting date of the production run.  This should
                be listed by month & day and year.  For example- February 2,
                2008

            


    

    
      	 	
              ·

            	
              Lot#:
                The lot # is defined by the month, day, and last two digits of the
                year.  Also noted will be the trial run.  For example-
                020208/12

            


    

    
      	 	
              ·

            	
              Product
                Name: The product name will always be defined as VytexTM
                NRL

            


    

    
      	 	
              ·

            	
              Customer:
                The customer will define the recipient of Vytex NRL.  For example-
                Regent Hospital Products Sdn Bhd

            


    

    
      	 	
              ·

            	
              Address:
                The address will reflect the destination of the Vytex NRL material. 
                For example- Lot 9, Lorong Perusahaan 4, Kulim Industrial Estate
                09000
                Kulim, Kedah Darul Aman, Malaysia

            


    

    The
      test
      result for each property measured should be the median value of at least three
      samples measured per property.     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      
        	
                

              	
                Certificate
                  of 

              


      

    

     

    VytexÔ
      Natural Rubber Latex (NRL)

    


    DATE
      ISSUED:  February
      2, 2008

    


    
      	
              LOT
                #: 

            	
              020208/12

            
	 	 
	
              PRODUCT
                NAME: 

            	
              VYTEXTM
                NRL

            
	 	 
	
              CUSTOMER:

            	  

	 	 
	
              ADDRESS:

            	  

	 	 
	 	  



    

    


    
      	
              Properties
                Measured and Units of Measurement

            	 	
              Test
                Date

            	 	
              Test
                Method

            	 	
              Test
                Result 

            	 	
              Specification

            	 
	
              TSC
                (%)

            	 	2-25-08	 	ISO
              124	 	 	
              60.40

            	 	 	
              60-62

            	 
	
              Alkalinity
                (%)

            	 	2-25-08	 	ISO
              125	 	 	
              0.71

            	 	 	
              0.60-0.80

            	 
	
              VFA
                no.

            	 	2-25-08	 	ISO
              506	 	 	
              0.016

            	 	 	
              0.070
                Max

            	 
	
              Viscosity,
                cPs
                (sp 2/60)

            	 	2-25-08	 	ISO
              1652	 	 	
              62.5

            	 	 	
              20-100

            	 
	
              Mechanical
                Stability Test (MST)

            	 	2-25-08	 	ISO
              35	 	 	
              1,800

            	 	 	
              800-2,500

            	 
	
              Coagulum
                (mesh#
                80) ppm

            	 	2-25-08	 	ISO
              706	 	 	
              35

            	 	 	
              100
                Max

            	 
	
              pH

            	 	2-25-08	 	ISO
              976	 	 	
              10.87

            	 	 	
              10-11.5

            	 


    

    


    We
      certify that we have tested a representative sample from the above product.
      All
      tests are carried out in accordance to the following stated QC Test Methods
      based on relevant standards. 

    


    All
      the
      test samples were prepared in accordance to Sampling Method ISO
      123.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    The
      measurement of uncertainty of the tests is
      available upon request.

     

    
      	   

	
              Approved
                Signatory

            
	 	 
	
              Name

            	  

	 	 
	
              Designation

            	  



    

     

    

    


    Vystar
      Corporation•
      3235
      Satellite Boulevard, Bldg.400, Ste. 290 • Duluth, GA 30096 • V 770.965.0383 • F
      770.965.0162 • www.vytex.com

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    TRADEMARKS

    


    Revertex
      shall place the following trademark label on all packaging and/or bills of
      lading shipping the VytexTM NRL. The size of this label shall be appropriate for
      the size of the packaging. For example, for sample-sized shipments, the label
      shall be no smaller than 4 inches by 6 inches. For 55 gallon drum-sized
      shipments, the Vytex label shall be no smaller than 8 inches by 12 inches.
      Vystar shall provide Revertex with the graphics for such labeling.

    


    If
      the
      Vytex order is in a larger sized vessel than a 55-gallon drum, the Vytex label
      shall be placed on the bill of lading accompanying that shipment. The Vytex
      trademark label on the bills of lading shall be no smaller than 2 inches by
      3
      inches. 

    


    Revertex
      shall also comply with the following additional usage requirements:

    
      	 	
              1.

            	
              The
                Vytex logo must be present on all Vytex NRL products and
                samples.

            


    

    
      	 	
              2.

            	
              Revertex
                must not obstruct the Vytex logo by placing any other elements either
                on
                or too close to the logo.

            


    

    
      	 	
              3.

            	
              The
                Vytex oval shape must not be used as a decorative
                element.

            


    

    
      	 	
              4.

            	
              Revertex
                must not add any trademark symbol to any of the Vytex or other Vystar
                products or in conjunction with the Vytex or Vystar logos that do
                not
                already appear there from Vystar.

            


    

    
      	 	
              5.

            	
              Revertex
                may only use the Vystar and Vytex logo or oval symbol in connection
                with
                the packing and shipping of Vytex consistent with the terms in this
                Manufacturing Agreement.

            


    

    


    Revertex
      may use the Vystar and Vytex trademarks only as provided for herein unless
      expressly approved in writing by Vystar. 

    


    The
      following is the Vytex logo.

    


    

    


    VytexTM
      is a trademark of Vystar Corporation, Duluth, Ga


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    The
      following is the Vytex logo as it should be used on product
      labeling.

    


    

     

    
      VytexTM
        NRL

      Production
        Date: _________

    

     

    VytexTM
      is a trademark of Vystar Corporation, Duluth, Ga


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    FEES

     

    The
      Fees
      shall be all-inclusive for the Services, as described in this Agreement and
      as
      listed in Exhibit D. The Fees shall be calculated initially* as
      follows:

    


    1. ***************,
      plus

    2. ***************,
      plus

    3. ***************,
      plus

    4. ***************.

    


    *
      With an increase in volume of Vytex NRL toll manufacturing, the parties shall
      negotiate a volume discount schedule.

    


    *************
      THESE PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH
      THE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    REVERTEX
      SERVICES

    


    The
      Revertex Services shall include all activities required to follow the procedures
      outlined in the Plan and SOP as described in Exhibit A and in the Agreement
      generally. Without limiting the foregoing, the Services shall include the
      following:

    


    
      	 	
              1.

            	
              Procurement
                of all raw materials and raw latex required to manufacture the VytexTM NRL,
                as described in the Plan and SOP attached hereto as Exhibit
                A.

            


    

    
      	 	
              2.

            	
              Mixing
                of all materials required to required to manufacture the Vytex
                NRL.

            


    

    
      	 	
              3.

            	
              Centrifuging
                of the NRL and the Vytex NRL mixture after application of the Vytex
                process and chemicals pursuant to the SOP in Exhibit
                A.

            


    

    
      	 	
              4.

            	
              Holding
                and Aging of the Vytex NRL mixture.

            


    

    
      	 	
              5.

            	
              Storing
                Vytex NRL.

            


    

    
      	 	
              6.

            	
              Testing
                each batch and/or lot of Vytex NRL and providing a Certificate of
                Analysis
                (“COA”) in triplicate with the standard parameters. Revertex shall: (i)
                send 1 copy of the COA to Vystar upon completion of the testing,
                (ii) keep
                1 copy for the required record retention period (no less than 10
                years)
                and shall send the 3rd
                copy to the customer designated for that batch and/or lot number
                as
                prescribed by Vystar.

            


    

    
      	 	
              7.

            	
              Packaging
                the Vytex NRL for shipment.

            


    

    
      	 	
              8.

            	
              Arranging
                for and putting into the hands of the common carrier mutually agreed
                to by
                the parties.

            


    

    
      	 	
              9.

            	
              Notifying
                Vystar on a periodic basis agreed to by the parties of the status
                of
                manufacturing, inventory and shipment, and as otherwise requested
                by
                Vystar.

            


    

    
      	 	
              10.

            	
              Submitting
                the reports to Vystar on the manufacturing process and test results
                as
                requested by Vystar on the intervals mutually agreed to by the parties,
                but in no event less than
                quarterly.

            


    

    
      	 	
              11.

            	
              Participating
                in periodic conference calls and/or meetings to review the Services
                and
                experiences.

            


    

    
      	 	
              12.

            	
              Participate
                in and be available for communications with Vystar clients and prospective
                clients on specifications and other discussions regarding Vytex
                NRL.

            


    

    
      	 	
              13.

            	
              Other
                services as mutually agreed to by the
                parties.

            


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    MATERIAL
      SAFETY DATA SHEETS

     

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    REVERTEX
      STORAGE FACILITIES DESCRIPTION


    
      
        
        

      

      
        33