Unassociated Document


    
      SHARE
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER

      


      The Board
of Directors

      Vystar
Corporation

      


      Gentlemen:

       

      The undersigned hereby subscribes for
____________ shares of the common stock, $0.0001 par value (the "Shares"), of
Vystar Corporation, a Georgia corporation (the "Corporation"), for
$__________.

      


      Further, the undersigned hereby makes
the following representations to and agreements with the Corporation in
connection with the proposed offer and sale of the Shares:

      


      
        
          1.      The
undersigned is a bona fide resident of the State of __________, having his
principal residence in such state.

        

      

      


      2.      The
undersigned is acquiring the Shares for investment for his own account with no
present intent to directly or indirectly resell, transfer, distribute or
participate in a distribution of the Shares or any portion thereof.

      


      3.      The
undersigned is not acquiring the Shares based upon any representation, oral or
written, by the Corporation or any representative of the Corporation with
respect to the future value of, income from, or tax consequences relating to the
Shares but rather upon an independent examination and judgment as to the
prospects of the Corporation.  Further, the undersigned acknowledges
that no federal or state administrative entity responsible for securities
registration or enforcement has made any recommendation or endorsement of the
Shares or any findings as to the fairness of an investment in the
Shares.

      


      4.      To
the extent that the undersigned believes necessary, the undersigned has been
represented by a purchaser representative (who has been selected by the
undersigned and who is not affiliated with or compensated by the Corporation or
any of its affiliates) concerning this transaction.  The undersigned
and/or the undersigned's purchaser representative have sufficient knowledge and
experience in business and financial matters to evaluate the Corporation, to
evaluate the risk of an investment in the Corporation, to make an informed
investment decision with respect thereto, and to protect the undersigned's
interest in connection with the undersigned's subscription for the
Shares.

      


      5.      The
undersigned and/or the undersigned's purchaser representative have received and
reviewed such financial information and records of the Corporation as the
undersigned and/or the undersigned's purchaser representative deemed necessary,
and the Corporation has made available to the undersigned and/or the
undersigned's purchaser representative the opportunity to ask questions of, and
to receive answers from, representatives of the Corporation and to obtain
additional information relative to the Corporation and the undersigned's
investment therein to the extent the Corporation possesses such information or
could acquire it without unreasonable effort or expense.  All such
materials and information requested by the undersigned and/or the undersigned's
purchaser representative have been made available and examined by the
undersigned and/or the undersigned's purchaser representative.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.      The
undersigned understands and acknowledges that the Shares have not been
registered for sale under the Securities Act of 1933, as amended (the "1933
Act") or any applicable state securities laws and that the Shares will be issued
and sold by the Corporation in reliance upon exemptions from the registration
requirements of such acts.  Accordingly, the undersigned understands
and agrees that for a period of at least one year from the date of issuance of
the Shares, (i) stop-transfer instructions will be noted on the appropriate
records of the Corporation and (ii) there will be maintained on the
certificate(s) evidencing the Shares, or any substitutions therefore, a legend
reading as follows:

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR UNDER THE PROVISIONS
OF ANY STATE SECURITIES LAWS.  THE SHARES MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS
OF THE FEDERAL ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE
WITH SUCH APPLICABLE STATE AND FEDERAL SECURITIES LAWS; AND IN THE CASE OF AN
EXEMPTION, UNLESS THE COMPANY HAS RECEIVED A COMMUNICATION FROM THE SECURITIES
AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE SHARES.

      


      Any assignment or endorsement of the
certificate(s) representing the Shares which is in violation of the restrictions
on transfer provided above will not be recognized by the Corporation nor will
any assignee or endorsee of such shares be recognized as the owner thereof by
the Corporation.

      


      The undersigned understands that the
Corporation is under no obligation to register the Shares under the Securities
Act or any state securities act or to take any other action necessary to comply
with an available exemption or regulation under any such acts (including Rule
144 under the Securities Act) in order to permit the undersigned to sell,
transfer or otherwise dispose of the Shares.  Accordingly, the
undersigned recognizes that the Shares will not be freely transferable and
understands and acknowledges that the undersigned must continue to bear the
economic risk of the investment in the Shares for an indefinite
period.

      


       

      7.           The
undersigned represents that he is an "accredited investor" as defined in Rule
501(a) of Regulation D promulgated under the 1933 Act.  The
undersigned has such knowledge and experience in financial and business matters
that he is capable of independently evaluating the risks and merits of
purchasing the Shares; he has independently evaluated the risks and merits of
purchasing the Shares and has independently determined that the Shares are a
suitable investment for him; and he has sufficient financial resources to bear
the loss of his entire investment in the Shares.

      


      8.      The
undersigned understands and agrees that all representations and agreements made
herein form, in part, the basis for the foregoing exemptions under the 1933 Act
and applicable state securities laws, and that in issuing the Shares the
Corporation has relied on all representations and agreements of the undersigned
contained herein.  Acceptance by the undersigned of the certificate(s)
representing the Shares shall constitute a confirmation by the undersigned that
all such representations and agreements remain true and correct as of the date
of acceptance of such certificate(s) by the undersigned.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      9.  Simultaneously
with the execution of this Agreement, the undersigned has conveyed to the
Corporation in cash the amount of the subscription set forth above in full
payment for the Shares.

       

      This ____
day of ________, 200_.

       

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                 

                              
	 
      	 
      	
                                 

                              
	 
      	Address:	
                                 

                              
	 	 	 
	 	 	 
	 	 	 


                      

                    

                  

                

              

            

          

        
                                 


           Accepted
and agreed to as of the ______ day of _________, 200_.

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	Vystar
      Corporation
	 	 
	 
      	 
      	 
	 
      	
                                        By: 

                                      	 
	 	
                                        Name: 

                                      	 
	 	Title: