COMMON
      STOCK

                   

                  NUMBER

                   

                	 
      	
                  COMMON
      STOCK

                   

                  SHARES

                
	
                  INCORPORATED
      UNDER

                	 
      	
                  CUSIP
      ___________

                
	
                  THE LAWS OF THE STATE OF GEORGIA

                	 
      	
                  SEE REVERSE FOR CERTAIN DEFINITIONS

                


        

      

    

     

    VYSTAR
CORPORATION

     

    THIS
CERTIFIES THAT

     

     

    is the
record holder of

     

    FULLY
PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE,
OF

     

    VYSTAR
CORPORATION

     

    transferable
on the books of the Corporation by the holder hereof in person or by a duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.

                   
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

     

    Dated:

      

    
      
        
          
            
              
                	 
      	 	 
      
	
                        SECRETARY

                      	 	
                        PRESIDENT

                      


              

            

          

        

      

    

     

    COUNTERSIGNED
AND REGISTERED:

     

    
      
        
          
            
              	
                      BY

                    	
                      TRANSFER
      AGENT

                      AND
      REGISTRAR

                    
	 
      	 
      
	 
      	
                      AUTHORIZED
      SIGNATURE

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      
        
          
            
              
                
                  
                    	
                            TEN
      COM

                          	 
      	
                            —

                          	 
      	
                            as
      tenants in common

                          	 
      	
                            UNIF GIFT MIN ACT—

                          	 
      	 
      	
                            Custodian

                          	 
      
	
                            TEN
      ENT

                          	 
      	
                            —

                          	 
      	
                            as
      tenants by the entireties

                          	 
      	 
      	 
      	
                            (Cust)

                          	 
      	
                            (Minor)

                          
	
                            JT
      TEN

                          	 
      	
                            —

                          	 
      	
                            as
      joint tenants with right of survivorship 

                          	 
      	 
      	 
      	
                            under
      Uniform Gifts to Minors Act

                          
	 	 	 	 	and
      not as tenants in common 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                            (State)

                          


                  

                

              

            

          

        

      

    

     

    Additional
abbreviations may also be used though not in the above list.

     For value
received,                       hereby
sell, assign and transfer unto

     

    
      
        	
                PLEASE
      INSERT SOCIAL SECURITY OR OTHER

              	 
      
	
                IDENTIFYING
      NUMBER OF ASSIGNEE

              	 
      
	 
      	 
      
	 
      
	
                PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
      ASSIGNEE

              
	 
      
	 
      
	 
      
	
                Shares
      of the Capital Stock represented by the within Certificate, and do hereby
      irrevocably

              
	
                constitute
      and appoint

              	 
      
	
                Attorney
      to transfer the said stock on the books of the within-named Corporation
      with full power of substitution in the
premises.

              


      

    

     

    
      
        
          	
                  Dated

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  Signature(s):

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  X

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  X

                	 
      	 
      
	 
      	 
      	
                  NOTICE:

                	 
      	
                  THE
      SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
      WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE
  WHATEVER.

                


        

      

    

      

    Signature(s)
Guaranteed

     

    
      	
              By

            	 
      	 
      
	
              THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15.

            	 
      


    

     

    KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.