CONFIDENTIAL
TREATMENT REQUESTED

    CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY

    


    DISTRIBUTOR
AGREEMENT

    


    
      This
Agreement (“Distributor Agreement” or “Agreement”), dated and effective as of
January 6, 2009 (the “Effective Date”), is made and entered into by and between
Vystar Corporation, a Georgia corporation, with an address of 3235 Satellite
Blvd., Bldg. 400, Suite 290, Duluth, GA 30096 (“Company” or “Vystar”), and
Centrotrade Minerals & Metals, Inc., a Delaware corporation with an address
of 1317 Executive Boulevard, Suite 120, Chesapeake, VA 23320 and Centrotrade
Deutschland, GmbH, a German company with an address of Koelner Strasse 10b 65760
Eschborn Germany  (individually and collectively referred to as
“Distributor”).

    

    


    ARTICLE
1   APPOINTMENT

     

    Section
1.1   Term and Renewal

     

    Company
hereby appoints Distributor, and Distributor hereby accepts appointment, as
********** Distributor for the Company for its Vytex NRLTM products (“Products”)
in the territory/ies defined in Schedule
A.  ***********  This appointment is subject to the terms
and conditions of this Agreement, is effective as of the Effective Date, and
shall continue in effect until the end of the third (3rd ) full
calendar year following the Effective Date unless earlier terminated pursuant to
Section 1.3 below.  This Agreement shall renew automatically for
successive one (1)-year terms thereafter.  Terms may be changed at any
time upon mutual agreement in writing.

     

    Section
1.2   Category & Responsibilities

     

    
      	
               (1)

            	
              In
      addition to the responsibilities set forth there and elsewhere in this
      Agreement, Distributor shall have the following
      responsibilities:

            


    

    
      
        	
              	
                (a)

              	
                To
      use its best efforts to promote, market, and sell the Products for
      Company-branded Products located in the Territories pursuant to Schedule
      A.  Distributor shall accept shipments of such Products at
      Company’s ship point of Malaysia, pursuant to Section 3.6. The Company
      branding shall be pursuant to the Trademark Guidelines described in
      Schedule B;

              


      

    

    
      
        	
              	
                (b)

              	
                To
      provide pre-sale, transactional and post sale (technical and logistical)
      functions including, but not limited
to:

              


      

    

    
      	
               
      

            	
              (i)

            	
              making
      and providing to potential customers reasonable quantities of sales
      literature relating to such Products available to Distributor;
      and

            


    

    
      	
               
      

            	
              (ii)

            	
              providing
      such pre-sale functions as Company in its sole discretion shall permit;
      and

            


    

    
      
        	
              	
                (iii)

              	
                sampling
      the Products as requested by end-user customers pursuant to the Sampling
      Agreement contained on Schedule E.  Distributor shall ensure
      that the Sampling Agreement in Schedule E is either executed by such
      end-user customers or is made an integral part of the contract and sample
      ordering between Distributor and end-user
  customer.

              


      

    

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

    


    
      
        
          
             

            Distributor
Agreement  –  Page 1

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                (c)

              	
                To
      maintain at its address an active place of business for sale of the
      Products

              


      

    

    
      
        	
              	
                (d)

              	
                To
      maintain warehouse space that protects the Products from damage and
      deterioration consistent with: (i) Company’s handling and storage
      requirements discussed in Schedule C; (ii) the Product labels and
      packaging; and (iii) all federal and state laws and
      regulations;

              


      

    

    
      
        	
              	
                (e)

              	
                To
      promote the Products as Distributor’s ********** low protein natural
      rubber latex product, and in all circumstances no less than equal to other
      comparable natural rubber latex or natural rubber latex substitute or
      synthetic products Distributor may carry in terms of product quality and
      customer value, giving ********** for the Products in responding to
      customer requests for proposals or bids for natural rubber latex and at
      least equal representation for synthetic or natural rubber latex
      substitute products, and providing Company representatives an equal
      opportunity to participate in presentations to potential customers,
      including presentations involving representatives of other
      companies;

              


      

    

    
      
        	
              	
                (f)

              	
                To
      make no representations with respect to any given Product inconsistent
      with the specifications, documentation, and warranty from Company for the
      Product;

              


      

    

    
      
        	
              	
                (g)

              	
                To
      promptly deliver ordered Products to customers only in Company’s original
      packaging or re-packaging approved by Company.  Distributor
      shall not deliver Products without a Company-approved user agreement and
      license being made part of the agreement between Distributor and end-user
      customer or delivered prior to or along with the shipment of Products
      delivered to end-user customers.  Distributor shall not
      otherwise use or distribute the Products (including temporarily or
      otherwise transferring to a third party) for its own use and purpose or
      for the use and purpose of
others;

              


      

    

    
      
        	
              	
                (h)

              	
                To
      purchase Products only from Company, or another authorized Company
      Distributor acting within the scope of its authority from Company, , or as
      otherwise mutually agreed;

              


      

    

    
      
        	
              	
                (i)

              	
                To
      require that Distributor personnel participate in training for the Company
      Products, and to provide efficient and effective after-sale services, as
      described in the Company training, and in this Agreement and its
      Schedules;

              


      

    

    
      
        	
              	
                (j)

              	
                To
      facilitate Product returns by such customers due to market withdrawals by
      Company, to ensure Product quality, appearance, and performance prior to
      redistribution, and to maintain records of all re-distributions and/or
      returns;

              


      

    

    
      
        	
              	
                (k)

              	
                To
      provide Company with regular and accurate reports and information
      regarding Distributor’s sale and service of Products in the format and
      frequency requested by
Company;

              


      

    

    
      
        
          	
                	
                  (l)

                	
                  To
      maintain distribution records reflecting volumes sold to whom and
      otherwise sufficient to meet legal and regulatory requirements for recalls
      relating to the Products, as instructed by Company.  Distributor
      shall provide Company with these distribution reports
      quarterly;

                


        

      

    

    
      
        	
              	
                (m)

              	
                To
      immediately notify Company of any concerns, comments or complaints from
      customers involving the safety, labeling, effectiveness, quality,
      performance, reliability or other problem with a Product by contacting
      Company pursuant to the Notice provisions contained
      herein.  Such notice shall
include:

              


      

    

    
      
        	
              	
                (i)

              	
                an
      explanation of the specific nature of each problem or issue;
      and

              


      

    

    
      
        	
              	
                (ii)

              	
                the
      Product lot and batch number;
and

              


      

    

    
      
        	
              	
                (iii)

              	
                whether
      any alleged event involved any injuries or created the potential for
      injury;

              


      

    

    
      
        
          	
                	
                  (n) 

                	
                   To
      comply with local, municipal, state, and federal laws,
  and

                


        

      

    

    
      
        	
              	
                (o)

              	
                To
      otherwise comply with all obligations and requirements of this Agreement
      and Company Policies, as distributed to Distributor, and which may be
      updated from time to time as described
below.

              


      

    

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

    


    
      
        
          
             

            Distributor
Agreement  –  Page 2

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              (2)

            	
              Company
      reserves the right to sell any or all of its products in the Territories
      and elsewhere directly and/or to appoint other Distributors to sell any or
      all of its products in Distributor’s non-exclusive Territories. **********
      Distributor reserves the right, subject to its obligations under this
      Agreement, to market and/or distribute any products of other manufacturers
      .

            


    

     

    
      	
              (3)

            	
              Company
      reserves the right to unilaterally amend, modify or supplement its
      Policies or adopt additional terms or Policies applicable to Distributors
      upon thirty (30) days written notice.  Each amended or new
      provision shall be deemed incorporated by reference herein, shall prevail
      over any conflicting prior provision, and apply to Distributor by the
      later of its effective date or the end of the thirty (30) day notice
      period.

            


    

     

    
      	
              (4)

            	
              In
      the event that Company sells Product directly, as provided for in Schedule
      A, and Company desires to utilize Distributor to receive Product from
      Company’s manufacturing facility and deliver Product to Company’s end-user
      customer, Company will so notify Distributor.  Company shall pay
      Distributor a fee-for-service rate consistent with Distributor’s
      then-current service rates. Each year of this Agreement, Distributor and
      Company shall negotiate what those fee-for-service rates for the handling
      and delivery of Product on behalf of Company shall
  be.

            


    

     

    Section
1.3   Termination

     

    
      	
              (1)

            	
              This
      Agreement may be terminated, to the extent permitted by law, as
      follows:

            


    

    
      	
               
      

            	
              (a)

            	
              by
      Company or Distributor, without cause and without regard to any other
      provision of this Agreement, by providing at least ninety (90) days
      written notice of termination to the
other;

            


    

    
      	
               
      

            	
              (b)

            	
              by
      Company or Distributor, if the other is in violation of any of its
      obligations under this Agreement, by providing at least thirty (30) days
      written notice of termination specifying the breach or violation for which
      termination will occur, but only if such breach or violation is not
      remedied within the notice period;

            


    

    
      	
               
      

            	
              (c)

            	
              by
      either Party immediately by providing written notice of termination if the
      other Party, in the first Party’s reasonable judgment, engages in fraud or
      misrepresentation or violates Article 2, Section 5.1, Section 5.2, Section
      5.3, or any other section or provision of this Agreement where a violation
      cannot be promptly remedied or which indicates within its text that
      failure to comply with it is immediate grounds for
      termination;

            


    

    
      	
               
      

            	
              (d)

            	
              by
      Company or Distributor if voluntary or involuntary bankruptcy, arrangement
      of creditors, insolvency, or receivership proceedings are brought with
      respect to the other party and (if “voluntary”) not terminated within 30
      days.

            


    

     

    
      	
              (2)

            	
              Upon
      termination,

            


    

    
      	
               
      

            	
              (a)

            	
              Distributor
      shall immediately pay Company for all Products previously ordered and
      acknowledged by Company whether received by Distributor or not, but not
      yet paid for and for all other amounts owed to Company for any reason,
      whether otherwise immediately due or not (neither termination nor receipt
      of such payments shall limit Company’s other legal or equitable rights
      under this Agreement or otherwise)

            


    

    
      	
               
      

            	
              (b)

            	
              Company
      shall have the option, but, subject to applicable law, not the obligation,
      to purchase Distributor’s remaining Product inventory at Distributor’s net
      cost Company costs, or at such other amount as may be
    agreed;

            


    

    
      	
               
      

            	
              (c)

            	
              Distributor
      shall no longer in any manner represent or imply that it is a Company
      Distributor and, with respect to any person or entity who continues to
      believe, or acts as if it continues to believe, that Distributor is a
      Company Distributor, shall affirmatively notify said person or entity that
      Distributor is no longer a Company
Distributor;

            


    

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

    


    
      
        
          
             

            Distributor
Agreement  –  Page 3

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (d)

            	
              When
      this Agreement concludes for any reason, each party shall immediately
      return, or if not feasible to return, shall destroy and otherwise cease to
      use all Confidential and Proprietary Information, as defined herein, of
      the other party in its possession or control (electronic copies on
      non-removable media shall be erased and made incapable of
      recovery).

            


    

     

    
      	
               (3)

            	
              Upon
      the issuance of a notice of termination by either Company or Distributor,
      Company may, in its discretion and without waiting for the end of the
      notice or cure period, refuse to accept or cancel or suspend an order or
      require payment in advance of shipment, cancel or suspend any pending
      orders or require payment in advance and may direct customers of
      Distributor to other Company Distributors and/or authorized re-sellers
      and/or may recommend to other Distributors that they call upon such
      customers.

            


    

    


    
      	
              (4)

            	
              The
      following parts of this Agreement survive expiration or termination of
      this Agreement: Article 2, ARTICLE 4, Section 5.2, and ARTICLE
      6.

            


    

    


    
      Section
1.4 Joint Marketing Activities

    

    


    (1)
Vystar and Distributor (and/or Distributor’s agents approved by Vystar) shall
mutually market the Vytex natural rubber latex consistent with the training,
education and literature Company provides to Distributor as provided
above.

    


    (2) 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.

    


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

    


    (4) 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 joint marketing and sales activities and materials, provided that the
trademarks and marketing materials are not altered or modified from the parties’
approved versions.

    


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

    


    (6)
Distributor may make opportunities available to invite the Company
representatives to marketing and sales meetings with potential customers with
respect to the Products.  Company may make opportunities available to
invite Distributor to such sales meetings with potential customers within
Distributor’s exclusive Territories.  Each party shall make good faith
efforts to attend such sales and marketing meetings.

    


    ARTICLE
2   INTELLECTUAL PROPERTY

     

    Section
2.1   Confidential & Proprietary Information

     

    
      	
              (1)

            	
              Confidential
      and Proprietary Information of a party includes information concerning its
      (or any of its affiliated entities) business (including, but not limited
      to, trade secrets, systems, manufacturing or other processes, technical
      data and test reports, computer software programs, procedures, prices,
      pricing policies, discounts, terms of sale, sales data, marketing plans or
      strategies, customer information, names of customers, manuals and
      documentation, confidential reports and communications), financial
      condition, data supplied by Company for technical support, testing,
      operation and maintenance of its products, or any other information
      identified by a party in writing upon disclosure as being confidential
      information or proprietary information.   The terms of this
      Agreement and its Schedules shall be considered Confidential and
      Proprietary Information.

            


    

    


    
      
        
          
             

            Distributor
Agreement  –  Page 4

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	
              (2)

            	
              Each
      party agrees that it shall not permit (or permit its employees, agents,
      affiliates or related entities to permit) the duplication or disclosure of
      any Confidential and Proprietary Information of the other party to any
      person (other than an employee of the party who must have such information
      for the performance of his obligations hereunder, and who agrees, in
      writing, not to disclose such information), unless such duplication, use
      or disclosure is specifically authorized by the other party in
      writing.

            


    

     

    
      	
              (3)

            	
              Confidential
      and Proprietary Information does not include information of a party (the
      “Disclosing Party”) that:

            


    

    
      	
               
      

            	
              (a)

            	
              is
      or becomes publicly available and confirmed through no fault of the
      non-Disclosing Party;

            


    

    
      	
               
      

            	
              (b)

            	
              is
      rightfully obtained by the non-Disclosing party from an unrelated source
      not in violation of a non-disclosure obligation; is disclosed with the
      written consent of the Disclosing Party;
or

            


    

    
      	
               
      

            	
              (c)

            	
              is
      disclosed pursuant to court order or other legal compulsion (in which
      case, however, the non-Disclosing Party who may be compelled to disclose
      the information shall advise the Disclosing Party of the possibility of
      disclosure and cooperate with the Disclosing Party in opposing disclosure
      if the Disclosing  Party so
desires).

            


    

     

    
      	
              (4)

            	
              Distributor
      shall treat the terms of this Agreement as Confidential & Proprietary
      Information of Company, but may disclose the terms as required to lenders,
      counsel, auditors, or others having legitimate business interests in the
      content upon a commitment of said persons or entities to be bound by the
      terms of this Section.  Distributor shall be responsible to
      Company for any breaches by any such persons or entities of such
      provisions.

            


    

     

    Section
2.2   Documentation & Distributor End-Customer
Licenses

     

    Distributor
acknowledges that the purchase of any Product includes a license to use the
Product pursuant to Company licensing and other terms for the sale and use of
the Product.  Distributor shall have the right to use this license
only to the extent that Distributor requires in order to sell and repackage said
Products pursuant to Company approval and the terms of this
Agreement.  The license must be transferred to a permitted purchaser
of said Product, and Distributor must require the end-user customer to execute
and/or acknowledge agreement to the license and/or Product purchase agreement
provided to Distributor by Company, attached hereto as Schedule
D.  Distributor shall not (and shall not authorize any third party to)
copy, disassemble or reverse engineer, or otherwise use Product for any purpose
other than use or sale for the manufacture of an end consumer product, and shall
not make copies or make media translations of the documentation for any Products
except as allowed by Company in writing.  Distributor agrees to take
commercially reasonable steps to prevent its own employees and agents from
allowing access to such documentation other than as part of a Product that is
sold in compliance with this Distributor Agreement.

    


    
      
        
          
             

            Distributor
Agreement  –  Page 5

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Distributor
shall not make any modifications to the end user or sub-contractor Distributor
licenses or other documentation without the prior written consent of
Company.   Distributor acknowledges that the Products may be used
for raw material for the manufacture of medical devices subject to Federal and
other medical device regulations (“Regulations”).  Any tampering,
alteration or technical service without proper training, certification, and
prior authorization from Company could implicate these
Regulations.  Such activities may also result in the voiding of the
Products’ warranty.  If Distributor modifies, causes modification to
be made, or fails to comply with the storage ,shipment and handling requirements
contained in this Agreement without the prior written consent of Company,
Distributor shall indemnify and hold Company harmless against damages, costs and
expenses (including, without limitation, reasonable attorney’s fees and costs of
suit) resulting from the defense and settlement of any claim by a third party
that Customer’s or Distributor's use or mishandling violates any regulation or
law or infringes any intellectual property rights of such claiming
party.  The provisions contained in this paragraph shall survive
termination or expiration of this Agreement.  Distributor shall
require that any end-user customer to whom Distributor sells Products abides by
the terms contained in this paragraph.

     

    Section
2.3   Labeling & Marketing Trademarks

     

    Company
hereby grants to Distributor a non-exclusive license to use the Company
trademarks, both the name and the stylized form as used by the Company from time
to time, and the applicable Product trademarks (collectively, the “Trademarks”)
solely in connection with the advertising, promotion and repackaging of the
Products. Distributor’s use shall be strictly in accordance with Company’s
policies regarding advertising, labeling and trademark usage, attached hereto as
Schedule B, and all uses shall inure to the benefit of
Company.  Company shall have the right to monitor the quality of the
Products and all uses of Trademarks by Distributor.  Distributor shall
provide Company with copies of any and all promotional, advertising, sales or
other materials using Company trademarks or product names prior to publication,
use and distribution.

    


    Except to
the extent set forth above in this paragraph regarding the right to “use”
Company trademarks, Distributor shall have no right whatsoever in or to any
trademark, trade name, or copyright of Company.  Distributor shall not
misuse, alter, remove, obliterate, deface, change, replace, or apply any
labeling or trademark, copyright or other proprietary notices including any
patent, trademark, copyright or other proprietary notice of Company used on or
in connection with Products, documentation and other related materials supplied
to Distributor under this Agreement.

     

    Section
2.4   Ownership

     

    Patents,
trademarks, copyrights, trade secrets, documentation and any other intellectual
and/or proprietary property and information pertaining to or included with the
Products, whether in original form or any derivative works, are acknowledged by
Distributor to be valuable trade secrets and the exclusive property of Company
and/or its suppliers, and neither Distributor nor any customer shall have or
gain any right, title, interest in or to or a license in any such property
except where expressly assigned or granted in writing by Company
hereunder.

    


    Company
maintains and retains exclusively all proprietary rights to any Products
specified in this Agreement and to all discoveries, inventions, patents,
copyrights and other rights arising out of work done by Company or Distributor
in connection with this Agreement and to any and all products developed by
Company or Distributor as a result thereof, including the sole right to
manufacture, reproduce, sell and license any and all such
products.  Distributor shall not, either on its behalf or on behalf of
others, register or attempt to register or make any claim of ownership adverse
to Company regarding any of the patents, trademarks, copyrights or intellectual
property rights of Company or any other rights resembling those of
Company.

    


    Distributor
shall promptly report to Company any infringement of which Distributor may
become aware in connection with the patents, trademarks, copyrights or other
intellectual property rights of Company pertaining to the
Products.  Company shall have the sole discretion to pursue any such
infringements.  If Company pursues such infringements, Distributor
shall cooperate with Company as requested.

    


    
      
        
          
             

            Distributor
Agreement  –  Page 6

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ARTICLE
3 ORDERS, CREDIT, SECURITY INTEREST, PAYMENT, SHIPMENT, RETURNS &
PRICING

     

    Section
3.1        Orders, Forecasts &
Minimums

     

    Distributor
shall place orders with Company as desired and is required to supply
Distributor’s end-user customers with Product.  Within the first
eighteen (18) months of this Agreement, Distributor and Company shall meet to
determine ********** described in Schedule A. Thereafter, if Distributor fails
to **********, Company may, in its sole discretion, ********** upon notice to
Distributor.    If no forecasts or other advance estimation
is given to Company for Product orders, a Distributor order may take up to 90
days from Distributor order to delivery of Product.  In certain
instances, at Company’s sole election, Company may provide to Distributor
advance stock of Product for Distributor to have on-hand and available to be
shipped to Distributor’s end-user customers without having to wait for the full
order and shipment schedule from order placement to order receipt (“Advance
Stock”).  Distributor will distribute this Advance Stock on a
first-in, first-out basis and shall pay Company for such Product within thirty
(30) days of shipment to Distributor’s end-user customers, or upon receipt of
payment by Distributor, whichever occurs first.

     

    Section
3.2   Credit

     

    If
Distributor intends to purchase Products on credit from Company, it must be
approved by Company’s Credit Department.  If Distributor desires to
seek such approval, it shall submit a Company Distributor credit application
consisting of a completed and signed Company credit application form, a
completed and signed Bank Information Release Form, current annual financial
report as published (“Credit Documents”), and must authorize Company to
investigate its credit.  Distributor shall supply such Credit
Documents on an annual basis if requested by Company for the purposes of
evaluating Distributor’s credit-worthiness and compliance with the terms of this
Distributor Agreement.  Each order received from Distributor shall be
subject to Company credit department approval, and shall not be considered
binding or valid unless and until accepted in writing by the
Company.  Any conflicting terms or conditions set forth in any
purchase order or acknowledgment shall have no force or effect, notwithstanding
Company’s acceptance of the order.

     

    Section
3.3        Payments

     

    Distributor
shall place purchase orders with Company for all purchases of Products, which
shall be payable upon thirty (30) days from date of invoice unless the Parties
have mutually agreed otherwise.  Company in its sole discretion may
move Distributor to a pre-payment or cash on delivery method of payment if
Distributor is more than sixty (60) days delinquent or becomes thirty (30) days
or more delinquent in its payments for more than two (2) out of any six (6)
month period of time.

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

    


      
        
          
             

            Distributor
Agreement  –  Page 7

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section
3.4   Security Interest

     

    
      	
            	
              (a)

            	
              Company
      shall retain a security interest in the Products and any related goods and
      documents until the complete satisfaction and discharge of any and all of
      Company’s present and future claims and receivables from the business
      relationship between Company and Distributor. (b) Distributor hereby
      undertakes to mark and store separately the Products with the security
      interest retained by Company (i.e., those subject to this reservation of
      title).  (c) Company shall become the owner of any new products
      produced in the case that Distributor processes, converts or transforms
      the Products subject to Company’s reservation or permits any of the
      foregoing, without incurring thereby any liability or any
      obligation.  In the case that Distributor combines, mixes,
      blends, commingles or processes the Products subject to this reservation
      of title with other goods owned by third parties or transforms them with
      other goods owned by third parties, Company shall acquire and be entitled
      to co-ownership of the new goods produced in the proportion to the
      contributing values of the goods subject to the reservation and the value
      of the other goods previously owned by third parties.  To that
      extent, the new goods are considered goods subject to reservation for the
      purposes of these terms and conditions.  (d) a sale of goods
      subject to reservation is only permitted in the ordinary course of
      business.  Any other dispositions, in particular pledging or
      chattel mortgaging of the goods subject to reservation are not permitted,
      and Distributor shall not allow any lien or encumbrances on such
      goods.  Any claims or receivables arising to the Distributor in
      connection with the goods subject to this reservation due to resale or
      other disposal or otherwise are hereby fully assigned to Company in
      advance by Distributor.  In the case of co-ownership, the
      assignment applies only to the share of the claim or receivable
      corresponding to Company’s co-ownership.  An onward sale or
      other disposal is only permitted if the assignment to Company and its and
      its other rights are maintained and not negatively affected
      thereby.  (e) Distributor is only authorized to collect the
      claims and receivables assigned to Company in the ordinary course of
      business and subject to revocation by Company at any time.  On
      Company’s request, Distributor shall inform its debtors of the assignment
      in the proper form.  In addition, Distributor grants Company an
      irrevocable power of attorney so that Company is likewise entitled and
      authorized to do so at any time.  (f) Distributor’s
      authorization to dispose, to process, to transform, to combine, to mix,
      and to blend the goods subject to this reservation, and to collect the
      claims and receivables assigned hereby, shall terminate ipso jure upon its
      non-compliance with the terms of payment, in the case of unauthorized
      disposals or of any protest in connection with checks, bills or letters of
      exchange, or default on any other payment obligation or if Distributor
      files a voluntary bankruptcy petition or if insolvency proceedings are
      instituted against Distributor, or if a substantial deterioration of the
      customer’s financial situation becomes apparent or known to
      Company.  In such cases, Company shall be entitled to take
      immediate possession of the goods subject to reservation, for this purpose
      or at any time upon reasonable request (which may be up to 72 hours from
      Company request) Company may enter Distributor’s premises, and to obtain
      all information reasonably required by Company on the goods subject to
      reservation and, if applicable, on claims or receivables which have arisen
      or may result from their resale or other disposition, as well as to
      inspect Distributor’s records, if this serves to secure Company’s
      rights.  Acceptance of the goods, receivables or respective
      claims by Company involves a rescission of the contract only if explicitly
      stated in writing by Company.  (g) Should the value of the
      collateral or security given by Distributor to Company or retained by
      Company hereunder exceed the value of Company’s claims, rights and
      receivables as a whole, by more than 20%, Company shall release upon
      Distributor’s request an appropriate amount of any such surplus of
      collateral. (h) Company may file or record this Agreement or a copy of
      this Agreement or financing statement(s), pursuant to the Uniform
      Commercial Code, to perfect, continue, release, assign, terminate and/or
      amend its security interest.  (i) When all such amounts have
      been paid in full, Company shall, at Distributor’s written request,
      execute financing statements to terminate Company’s security interest in
      the Products.  (j) Distributor will provide additional security
      as may, from time to time, be deemed necessary by Company’s credit
      department.  Such security may include, but is not limited to,
      personal guarantee(s), security agreement(s) and letter(s) of
      credit.

            


    

    


    
      
        
          
             

            Distributor
Agreement  –  Page 8

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section
3.5   Past Due Payments to Company

     

    All
amounts more than thirty days past due from Distributor to Company will be
subject to a service charge of 1.5% per month or the maximum allowed by law
measured from the date the amount was due.  Amounts due from
Distributor to Company shall not be subject to set-off against credits or
payments due from Company to Distributor.

     

    Section
3.6    Shipment

    All
shipments of Product to Distributor will be F.O.B. Malaysia – 1st loading
point.  Distributor shall be responsible for the cost and payment of
all shipments.  Upon mutual agreement by the Parties, Company may
pre-pay for shipping and charge to Distributor on its invoices. In the event
that Distributor requires shipping methods out of the ordinary course of
business for urgent situations or otherwise (e.g., air shipments), Distributor
shall be responsible for the costs and risk of loss of such
shipments.

     

    Section
3.7 Returns and End User Claims

     

    Generally,
Products are sold without return privileges.  Distributor shall
inspect the Products for any physical and observable defects within forty-eight
(48) hours of receipt to determine if Products are damaged.  If
Products are damaged, as determined within this  forty-eight (48) hour
period, Distributor shall notify Company within such forty-eight (48) hour
period for instructions on either return or disposal of the Product. Distributor
may return to Company Product returned to Distributor which does not meet the
published specifications provided Distributor complies with the following
requirements: (a) Distributor requires its end-user customers to inspect Product
shipped to such end user customers within seven (7) days of such end-user
customer receipt and notify Distributor within that seven (7) day period of such
Product rejection; (b) Distributor requires that all claims made by its end-user
customers in connection with Products be in writing to Distributor disclosing
specific information regarding claim of defect or nonconformance, including test
results. (c) Distributor notifies Company of any such Product rejection by
Distributor’s end-user customers within forty-eight (48) hours of receiving
notice of such rejection by Distributor’s end-user customer; (d) Distributor
shall require that all Products must be in original condition, unadulterated or
altered; (e) Distributor shall require that its end-user customers comply with
the storage and handling requirements described in Schedule C; and (f)
Distributor complied with the requirements in Schedule C with respect to such
rejected Product. Distributor shall be required to retain a return-authorization
for all returns.  Failure to make such claim within the stated period
or prior to the alteration of Products shall constitute an irrevocable
acceptance of the Products and deemed conforming without return
privileges.

     

    Section
3.8  Pricing

     

    Pricing
shall be based on a cost plus model.

    


    ARTICLE
4   WARRANTIES AND LIMITATIONS

     

    Section
4.1   Warranties

     

    UNLESS
OTHERWISE AGREED IN WRITING, THE WARRANTY (INCLUDING THE REMEDY FOR BREACH
THEREOF) ON A PRODUCT PURCHASED BY DISTRIBUTOR, THAT IS SOLD WITH WRITTEN
DOCUMENTATION DELIVERED WITH THE PRODUCT THAT INCLUDES A SPECIFIC WARRANTY SHALL
BE THE WARRANTY STATED THEREIN, AND, IF THERE IS NO DOCUMENTATION OR NO SPECIFIC
WARRANTY WITHIN THE DOCUMENTATION DELIVERED WITH THE PRODUCT, SHALL BE THE
PUBLICLY PUBLISHED WARRANTY SET FORTH FOR THE PRODUCT IN THE COMPANY CATALOG OR
WEBSITE IN EFFECT AT THE TIME OF THE SALE OR AS OTHERWISE IDENTIFIED IN THIS
AGREEMENT OR THE SCHEDULES.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY,
ARE EXCLUDED.

    


    
      
        
          
             

            Distributor
Agreement  –  Page 9

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section
4.2   Limitations of Liability

     

    COMPANY
SHALL NOT BE LIABLE TO DISTRIBUTOR (OR ANYONE CLAIMING THROUGH DISTRIBUTOR) FOR
DAMAGES FOR INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST
PROFITS).  THIS EXCLUSION APPLIES REGARDLESS OF WHETHER THE ACTION
LIES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY
OTHER FORM.  IT APPLIES TO ANY CLAIM RELATED TO ANY DEGREE TO THIS
AGREEMENT AND TO ANY CLAIM RELATED TO THE SALE OR PURCHASE OF A SPECIFIC PRODUCT
OR SERVICE FROM COMPANY, AND APPLIES EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.  COMPANY SHALL IN NO CASE BE LIABLE TO
DISTRIBUTOR (OR ANYONE CLAIMING THROUGH DISTRIBUTOR) ON A CLAIM RELATED TO A
GIVEN PRODUCT OR SERVICE IN EXCESS OF THE AMOUNT ACTUALLY PAID BY DISTRIBUTOR
FOR THAT PRODUCT, OR ON ANY OTHER KIND OF CLAIM IN EXCESS OF THE AMOUNT PAID BY
DISTRIBUTOR TO COMPANY FOR THE SIX MONTHS PRIOR TO OCCURRENCE OF THE LAST EVENT
WHICH GAVE RISE TO THE CLAIM.

     

    Section
4.3   Indemnification

     

    Distributor
agrees to defend, indemnify and hold Company, its affiliates and their
respective employees, officers, directors and stockholders harmless from and
against any and all damages claimed by a third party as a result of actions by
Distributor in violation of this Agreement.  Distributor agrees to
defend, indemnify and hold Company, its affiliates and their respective
employees, officers, directors and stockholders harmless from and against any
and all damages for damages to property, bodily injury, death, or other injuries
arising from the negligence or misconduct of Distributor or any person for whom
Distributor is legally responsible, or has apparent responsibility, relating to
the storage, handling, or sale of any of the Products, or
otherwise.  Company agrees to defend, indemnify and hold Distributor,
its affiliates and their respective employees, officers, directors and
stockholders harmless from and against any and all damages arising from a claim
of infringement of a United States patent, trademark, or copyright arising from
the authorized sale by Distributor of one or more Products.  The party
seeking indemnification in any case shall promptly give written notice to the
other of the claim for which indemnification is sought and shall cooperate with
the other party in the defense of such an action or suit.  The failure
to give or delay in giving any such notice shall not limit the indemnifying
party’s rights hereunder except to the extent it is prejudiced
thereby.  The indemnifying party shall have the right, at its expense,
to direct any such legal proceeding and the negotiation and settlement of any
such claim or demand.  The indemnifying party shall have no liability
for any settlement made without its consent or for any fees or expenses incurred
by the other party after the indemnifying party begins directing the legal
proceeding.

    


    ARTICLE
5   MISCELLANEOUS

     

    Section
5.1   Independent Contractor; No Property Rights

     

    Distributor
is not an agent, representative, partner, fiduciary or franchisee of Company and
has no right to sell franchises or to become a franchisee under the laws of any
state.  Nothing in this Agreement or any other agreement between the
parties or in the course of business or course of performance between the
parties shall make either party a representative, agent, joint venture, partner,
fiduciary or franchisee of the other.  It is not intended by the
Parties, and this Agreement shall not be deemed to confer any property or other
rights onto Distributor beyond the terms contained
herein.  Distributor shall not make any statements or representations
to the contrary.  No party shall have any authority to legally bind
the other in any way whatsoever.  In all of their respective
performance hereunder, the parties are acting solely as independent
contractors.

    

      
        
          
             

            Distributor
Agreement  –  Page 10

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section
5.2   Inspections & Audits

     

    Company
shall have the right within twenty-four (24) hours of Company’s request during
normal business hours to inspect the Products in Distributor’s inventory, and to
inspect and audit (i) Distributor’s storage and handling procedures, (ii)
Distributor’s purchasing and sales records and other books and records, (iii)
Distributor’s, warranty (and post-warranty if applicable) and other contracts
and records regarding the Products, and (iv) Distributor’s documentation and
procedures relating to information supplied by it to Company for purposes of any
discount program or otherwise, all to determine Distributor’s compliance with
this Agreement and with Company Policies and requirements.  Company
shall be responsible for all third-party costs in conducting such
audits.  Otherwise, each party shall bear their
respective   internal administrative time and related internal
costs incurred in connection with such inspections.  Distributor shall
maintain its books and records necessary to verify such compliance for no less
than seven years.  Such audit shall be conducted with reasonable
notice during normal business hours and may be conducted by Company personnel or
by independent agents selected by Company.  Following completion of
the audit, Company may deduct from any credits due to Distributor the amount
determined by the audit to be owed by Distributor to Company, along with
interest on such amounts at the rate identified herein.  If
insufficient credits exist to cover the deduction or Company elects not to
deduct from credits, Distributor shall promptly transfer to Company funds
necessary to cover the amount owed to Company and make Company whole.  Distributor
and Company shall reconcile account receivables and inventory accounts monthly
or at time increments to be mutually agreed upon.

     

    Section
5.3   Assignment and Transfer of Control

     

    Distributor
may not assign or delegate, or permit the assignment or delegation of this
Agreement, in whole or in part, may not accept assignment or delegation by
another authorized Company Distributor of its Distributor agreement to
Distributor, and may not acquire authorized shipment points of another
authorized Company Distributor without the express written consent of
Company.  Company has complete discretion regarding the criteria and
terms and conditions under which Company may permit assignment of this
Agreement, or permit another authorized Company Distributor to assign its
Distributor agreement to Distributor, or permit the transfer of authorized
shipment points from another authorized Company Distributor.

     

    Section
5.4   Insurance

     

    Distributor
shall procure and maintain in force at its expense during the term of the
Distributor Agreement a comprehensive general liability insurance policy with a
limit of not less than ********** inclusive per occurrence and an aggregate
liability limit of not less than **********.  Such policy shall not be
canceled without at least thirty (30) days prior notice to
Company.  Distributor shall, on request, provide a certificate of such
coverage to Company and shall name Company as an additional insured under this
policy.

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

    

      
        
          
             

            Distributor
Agreement  –  Page 11

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section
5.5   Taxes

     

    Sales,
use, property and other taxes measured by sales, receipts or otherwise due as a
result of, or in connection
with, the sale, license, or transfer of the Products are not included in the
prices on Company’s pricing, and shall be the responsibility of Distributor for
the purchase of such Products.  Where applicable, such taxes will be
billed unless a valid exemption certificate is furnished.  Taxes will
be billed on the full price of the items purchased, i.e., the amount prior to
discounts due to trade-ins, credits, etc.  Where a valid exemption
certificate is furnished, tax will not be billed unless Company can determine
that the purchase will be used in a taxable manner.  Omission of tax
should not be construed as a basis for exemption.  If items purchased
are used in a taxable manner, and no tax is billed by Company, Distributor is
required to remit applicable taxes directly to the taxing
authorities.  Distributor shall pay all applicable state and local
taxes and all shipping and handling charges.  Distributor shall
promptly reimburse Company for any such charges paid by
Company.  Distributor will be responsible for collecting any taxes due
resulting from the re-sale of Product to its end-user customers.

    


    ARTICLE
6   ITEMS OF LAW

     

    Section
6.1   Construction & Interpretation

     

    This
Agreement, together with the attached Schedules, contains the entire agreement
between Company and Distributor with respect to the subject
matter.  All prior oral and written arrangements, understandings,
discussions, representations, demonstrations, negotiations, and correspondence
are merged into and superseded by this Agreement.  If any provision of
this Agreement is held to be illegal or invalid or unenforceable by any court or
arbitrator of competent jurisdiction, such provision shall be deemed severed and
deleted, without affecting the validity of the remaining provisions of this
Agreement.  The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not
affect in any way the full right to require such performance at any time
thereafter, nor shall the waiver by any party of the breach of any provision
hereof be held to be a waiver of the provision itself.  All titles and
captions, as well as the Table of Contents hereto, are for convenience only and
are not to be used in interpretation or construction of this
Agreement.  The terms and conditions of this Agreement shall extend
to, and inure to the benefit of, and be binding upon the respective permitted
successors and assigns of the parties, including shareholders in
liquidation.

     

    Section
6.2   Law & Disputes

     

    This
Agreement shall be deemed to have been entered into and executed in Georgia and
shall be construed, interpreted, performed, and enforced in all respects
(including choice of law principles) in accordance with the laws of
Georgia.  Any legal proceedings relating in any manner to this
Agreement or the relationship between the parties shall be brought in Atlanta,
Georgia.  Distributor irrevocably waives any objection which it may
now or hereafter have to such venue, and further irrevocably waives any claim
that any such proceedings are in an inconvenient forum.  If Company
places Distributor’s account in the hands of an agency or attorney for
collection, Distributor will be responsible for the expenses, fees, and costs of
collection, including, without limitation, agency and attorney fees and court
costs incurred to the extent permitted by law.  In the event of a
breach of any provision in ARTICLE 2, Section 5.2 (Inspections and Audits), or
Section 1.2(1)(h) (Representations of Warranties) by a party, the other party
shall, in addition to any other remedies available under this Agreement or in
law or equity, be entitled to obtain injunctive relief to require compliance,
and costs incurred in obtaining such injunctive relief, and such damages as a
court of competent jurisdiction shall award.  EACH PARTY WAIVES ITS
RIGHT TO TRIAL BY JURY.

     

    Section
6.3   Notices

     

    All
notices required by this Agreement shall be in writing and be sent (i) by
certified mail, return receipt requested; (ii) by hand; or (iii) by a nationally
recognized overnight courier service.  A notice shall be effective
upon receipt.  A party may change the addresses for notice to it by
written notice in compliance with this paragraph.  Notices shall be
sent to the following addresses as appropriate:

    


    
      
        
          
             

            Distributor
Agreement  –  Page 12

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    To
Distributor:

    «
Centrotrade Minerals & Metals, Inc »

    1317
Executive Boulevard, Suite 120

     Chesapeake,
VA 23320

    


    To
Company:

    Vystar
Corporation

    3235
Satellite Blvd

    Bldg.
400, Suite 290

    Duluth,
GA 30096

     

    Section
6.4   Force Majeure

     

    Force
Majeure is defined as any circumstance beyond the reasonable control of the
party including, without limitation, fire, explosion, or other casualty, power
failure, acts of God, war, revolution, civil commotion, or acts of public
enemies, any law, order, regulation, ordinance, or requirement of any government
or legal body or any representative of any such government or legal body, or
labor unrest including without limitation, strikes, slowdowns, picketing or
boycotts.  If either party’s performance under this Agreement is
interfered with by reason of a Force Majeure, that party shall be excused from
such performance on a day-to-day basis; the excusal shall not apply to
Distributor’s obligation to make payment for sums due.

     

    Section
6.5   Counterparts

     

    This
Agreement may be executed in one or more identical counterparts, and shall
become effective when one or more identical counterparts have been signed by
each of the parties.

    


    IN
WITNESS WHEREOF, this Agreement is made and entered into as of the day and year
first above written.  The person signing this Agreement on behalf of
Distributor personally warrants that he or she has authority to sign this
Agreement and bind Distributor to observe and perform as required by this
Agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	Distributor	Centrotrade
      Minerals & Metals, Inc	 
	 	 	 
	 	
                                                  By:

                                                	 
      	 
	 	 	 	 
	 	
                                                  Print
      Name: ____________________________________________

                                                	 
	 	 	 
	 	
                                                  Title:

                                                	 
      	 
	 	 	 	 
	 	
                                                  Date:

                                                	 
      	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            	 	 
      	
                    Centrotrade
      Deutschland GmbH

                  
	 	 
      	 
      
	 	
                    By:

                  	 
      
	 	 
      	
                    (Signature)

                  


          

        

      

    

    


    
      
        
          
            
              
                	 	
                        Name:

                      	 
      
	 	 
      	
                        (Print)

                      
	 	 
      	 
      
	 	
                        Title:

                      	 
      
	 	 
      	 
      
	 	
                        Date:

                      	 
      


              

            

          

        

      

    

    


    
      
        
          
             

            Distributor
Agreement  –  Page 13

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Company:

                                	
                                  VYSTAR
      CORPORATION

                                
	 	 
	 
      	
                                  By:

                                	 
      
	 	 	 
	 
      	
                                  Print
      Name:
  ___________________________________________________

                                
	 	 
	 
      	
                                  Title:

                                	 
      
	 	 	 
	 
      	
                                  Date:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
             

            Distributor
Agreement  –  Page 14

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULES


    


    
      
        
          
             

            Distributor
Agreement  –  Page 15 

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    SCHEDULE
A  –  TERRITORIES

    


    **********

    
      	
              ·

            	
              North
      America

            


    

    Canada

    United States of America & its
Territories

    Mexico

    
      	
              ·

            	
              Europe

            


    

    


    To
determine where a shipment or sale is located – ********** – the location of the
sale shall be determined by the manufacturing location or “ship-to” location for
that sale.

    


    ********** Vystar sales to and by
those companies with whom Vystar has a relationship existing as of the Effective
Date of the Agreement, Revertex Malaysia and its corporate affiliates who shall
have authorization to sell any Revertex-manufactured pre-vulcanized version of
Vytex Products worldwide,  and any others as may be directed by
Company with notice to Distributor.

    


    **********

    Rest of
World

    
      
        
          
            
              	
                      Distributor
      Authorized Signatures

                    
	 
      
	 
      
	
                       

                      CENTROTRADE
      MINERALS & METALS, INC

                    
	 
      
	 
      
	
                      CENTROTRADE
      DEUTSCHLAND GMBH

                    
	 
      
	
                      Company
      Authorized
Signature

                    


            

          

        

      

    

    


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

    


    
      
        
          
             

            Distributor
Agreement  –  Page 16

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    SCHEDULE
B  –  Trademark Usage Guidelines

    


    Distributor
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 Distributor 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.

    


    Distributor
shall also comply with the following additional usage requirements:

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

            	
              Distributor
      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.

            	
              Distributor
      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.

            	
              Distributor
      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.

            


    

    


    Distributor
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
and related marks are trademarks of Vystar Corporation, Duluth, Ga

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


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

     

    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
C  –  Shipping, Storage & Handling
Requirements

     

    1. Vytex NRL has colloidal
behavior similar to normal NR centrifuged latex concentrates.  It can
be adversely affected if the Vytex NRL is exposed to extreme temperatures,
excessive shear and chemical contamination.  Vytex NRL should be
stored under a covered roof and away from exposure to direct
sunlight.

     

    2. Temperature Vytex NRL
should be stored at a storage temperature between 10 to 30°C.  Excess heat
increases the Brownian motion and could result in microcoagulum and coagulum due
to particle agglomeration.  Additionally, heat evaporates water and
the ammonia in Vytex NRL which would result in a drop in pH that could
potentially lead to Vytex NRL destabilization.

     

    3. Mechanical Shear Vytex NRL is
a colloidally stable compound largely due to the removal of species vulnerable
to free radical breakdown.  The stability of Vytex NRL can be overcome
if product is subjected to excessive mechanical shear.  When handling
Vytex NRL, gravity feed should be used.  When gravity feed is not
applicable, single or double diaphragm pumps which produce the lowest level of
shear are to be used. Rotor/stator shear or piston pumps must be avoided. Where
pump facilities are not available, the practice of using compressed air applied
to the barrel is sometimes resorted to. This is a potential safety hazard as the
plastic barrels or totes used to supply the latex can on occasion
rupture.

     

    4. Chemical Destabilization of
Vytex NRL would result when the latex is exposed to calcium and magnesium ions
commonly found in hard water.  Deionised (DI) ammoniated water should
be used when diluting Vytex NRL. DI ammoniated water is to be used when
compounding Vytex NRL.

     

    5.  Shelf Life Vytex
NRL has a shelf life of 6 months when kept away from extreme
temperatures.  As previously recorded, the optimum storage temperature
is 10 to 30°C.
Excessive loss of ammonia can occur during storage and possibly lead to
destabilization of Vytex NRL.  The pH should be monitored and if the
pH drops below 10.0, it should be adjusted to 10.5 with an approved ammonia
hydroxide solution.

     

    6.  Drum Storage
Vytex NRL should be stored and transported in 200Kg/205 litre metal
(Bitumen or Epoxy coated) or plastic barrels which are with a mouth for filling
and removal of contents.  Drums should be agitated by rolling or with
a collapsible stirrer before drawing samples or before use.  For drums
being rolled, 20 minutes every 3 to 4 days is optimum.

     

    7.  Storage Tanks
Vytex NRL should be stored in tanks made from mild steel (MS), stainless
steel (SS) or glass fiber reinforced plastics (FRP).  Vytex NRL stored
in mild steel tanks, the MS tanks must be given a protective coating to prevent
corrosion and contamination of Vytex NRL.  Paraffin wax and epoxy
resin based coating materials could both be used.  Prior to coating,
the tank surface must be cleaned (if possible sand blasted), dry and free of
scale to prevent the lining from lifting.

     

    8.  Storage Tank Cleaning
Vytex storage tanks must be cleaned regularly and
disinfected.  Disinfection is done on the storage tanks twice a year.
30% Formaldehyde solution is used as a disinfectant. If its use is not
permitted, sodium hypochlorite can be used or any other permitted bactericide.
The solution is left for 12-16 hours, removed and the tank must be cleaned with
ammoniated DI water to remove all traces of the disinfectant.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    SCHEDULE D  –  “End
User License Form”  The attached form shall be used to convey
the use, manufacturing and sales license for all end-customers of Products sold
by Distributor and its subcontractor distributors.

     

    Vystar
Corporation

    VYTEXTM
NRL

    MANUFACTURER
SALES & LICENSE AGREEMENT

    


    As a
condition precedent to receiving the Vytex natural rubber latex (“NRL”), the
Customer (hereinafter referred to as “Customer” “You” or “Your”) expressly and
implicitly agrees to the following terms and conditions for receipt, use and
further processing using the VytexTM NRL (“Agreement”).  This Agreement
is made effective as of the date of Your receipt of the Vytex (“Effective Date”)
and shall constitute a binding contract between you and Vystar Corporation, a
Georgia corporation with its principal place of business at 3235 Satellite
Blvd., Bldg 400, Suite 290, Duluth, GA 30096 (“Vystar” “Company” or
“Our”).   The parties hereto may be referred to individually as
“Party” or collectively as “Parties.”

    


    1.          Scope and
Purpose.    The exclusive purpose for Your purchase
of Vytex in its various forms (“Product”) is for further processing and/or
manufacturing the Vytex NRL to create end product(s) for the exclusive purpose
of sales and distribution of the end product(s) made with Vytex.

    


    2.      Limited
License; Ownership.

    (a) Subject to the terms of
this Agreement, Company grants to Customer, and Customer accepts a
non-transferable, non-exclusive, terminable license (i) to use the Vytex NRL
only for the further processing and/or manufacturing of Vytex as a raw material
to create an end product for Your sales and distribution, and (ii) to use any
Documentation that may be provided by Company in connection with Customer’s use
of the Vytex NRL in accordance with this Agreement.  Customer shall
not cause, suffer or permit the modification, alteration, reverse engineering,
decompilation or creation of derivative works using the Vytex NRL in any way or
on any portion thereof beyond your standard compounding, processing and/or
manufacturing processes in the ordinary course of your business.  Any
derivative works, or other changes to the Vytex NRL shall be the sole and
exclusive property of Company.

    (b)
Customer agrees that, except for the license rights granted in this Agreement,
nothing in this Agreement gives Customer any right, title or interest in, to or
under any Vytex NRL or Documentation or any intellectual property rights
therein, and further agrees that the foregoing are the sole and exclusive
property of Company.

    (c) Customer shall not, and shall not
permit its employees, representatives or agents to (i) move, sell, assign,
lease, sublet, sublicense, transfer, pledge, transmit, display or disclose or
make available to any third party the Vytex NRL or allow any third party to use
any of the Vytex NRL or the Documentation, except as specifically permitted
pursuant to this Agreement, or, (ii) copy or otherwise reproduce the
Documentation (or any portion thereof) except as necessary for Customer's use,
in accordance with the terms and conditions of this Agreement.  Each
such copy, whether complete or partial, shall bear the same copyright notices
and restrictive legends, if any, as are included in the material delivered to
Customer.  All copies shall be the sole and exclusive property of
Company and shall be subject to the terms and conditions of this
Agreement.

     

    3.      Labeling
& Trademarks.  With labels, packaging
and/or other collateral of sizes at least 1 inch by 1 inch, Customer must
include the Vytex logo according to the Trademark and Labeling Use Requirements
contained in Attachment 1 to this Agreement.  Company hereby grants to
Customer a non-exclusive, limited, non-transferable, terminable license to use
the Company trademarks, both the name and the stylized form as used by the
Company from time to time, and the applicable Product trademarks (collectively,
the “Trademarks”) solely in connection with the advertising, promotion and
repackaging of the Products. Customer’s use shall be strictly in accordance with
Company’s policies regarding advertising, labeling and trademark usage, attached
hereto as Attachment 1, and all uses shall inure to the benefit of
Company.  Company shall have the right to monitor the quality of the
Products and all uses of Trademarks by Customer, and my revoke Customer’s
license at any time in Company’s sole discretion if Company believes Customer
has violated this provision.

    Except to
the extent set forth above in this paragraph regarding the right and license to
“use” Company trademarks, Customer shall have no right whatsoever in or to any
trademark, trade name, or copyright of Company.  Customer shall not
misuse, alter, remove, obliterate, deface, change, replace, or apply any
labeling or trademark, copyright or other proprietary notices
including any patent, trademark, copyright or other proprietary notice of
Company used on or in connection with Products, documentation and other
related materials supplied to Customer under this Agreement.  Failure
of Customer to comply
with any provision of this paragraph is grounds for immediate termination of
this Agreement.

    


    4.      Confidentiality; Nondisclosure. Customer acknowledges the
proprietary rights of Company in and to the Vytex NRL, the Documentation, and
the trademarks, identifying symbols and other supporting material. This
Agreement creates a confidential relationship between the parties, based upon
which Company is willing to grant the above license, and provide certain
proprietary information and knowledge to Customer.  Customer
acknowledges and agrees that the use and further processing of the Vytex is
furnished to Customer for the sole and exclusive use of
Customer.  Except as specifically agreed to in this Agreement,
Customer will not use, publish, disclose or otherwise divulge to any person,
except as necessary to officers and employees of Customer, at any time, either
during or after the termination of this Agreement, or permit its officers or
employees to so divulge any such information regarding the Vytex NRL, without
the prior written consent of an officer of Company. The provisions in this
paragraph shall survive termination or expiration of this
Agreement.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    5. Infringement
Indemnification.  Company shall defend and indemnify and hold
Customer harmless against any action brought against Customer to the extent that
it is based on a claim that Vytex NRL, properly used within the scope of this
Agreement, infringes a United States patent or copyright, provided Customer
notifies Company promptly in writing of the action and gives Company the sole
control of the defense, all negotiations and any settlement.  If Vytex
NRL becomes, or is likely to become, the subject of an infringement claim,
Company may, at its option, secure Customer’s right to continue using the Vytex
NRL or replace or modify it to make it non-infringing with substantially similar
functions and levels of performance.  If neither of these alternatives
is reasonable available, Company may terminate this Agreement.  THIS
PARAGRAPH STATES THE ENTIRE RESPONSIBILITY OF COMPANY CONCERNING PATENT,
COPYRIGHT OR OTHER PROPRIETARY RIGHT INFRINGEMENT.

    


    6.      Entire Understanding & Future
Orders.  This Agreement (inclusive of any Attachments hereto
which are all incorporated herein by reference) constitutes the entire agreement
and sets forth the entire understanding between the Parties hereto with respect
to the subject matter hereof and supersedes all prior agreements, covenants,
arrangements, discussions and negotiations with respect thereto.  Any
conflicting terms or conditions set forth in any purchase order or
acknowledgment shall have no force or effect, notwithstanding Company’s or other
third party’s acceptance of the order. No modification, waiver or amendment of
this Agreement shall be effective unless it is in writing and signed by an
authorized signatory of Company and Customer.  This Agreement shall
also apply to all future deliveries, purchases, orders and all other relations
between the parties with respect to the subject matter hereof which may occur
during the next five (5) years from the effective date of this Agreement, unless
the Parties agree to and execute a separate agreement.

    


    7.      Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Georgia without the application of the conflict of laws
principles.  Any legal action or proceeding with respect to this
Agreement shall be brought and maintained in the state or federal courts located
in the city of Atlanta or County of Gwinnett, and, by execution and delivery of
this Agreement, each Party hereby accepts for itself and in respect of its
property, generally and unconditionally the jurisdiction of the aforesaid
courts.  Each Party further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or
proceeding.

    


    8.  LIMITED WARRANTY/LIMITED LIABILITY.
No warranties, whether express, implied or statutory, are made with respect to
the Products except as expressly set forth in this Section. So long as
Customer complies with the Shipping, Storage and Handling Requirements
identified in Attachment 2 to this Agreement, for six (6) months from the date
of manufacturer, Company warrants that the Vytex NRL will conform substantially
to the specifications set forth in the certificate of analysis (“COA”) provided
by Company to Customer with the Vytex NRL shipment.  Company’s sole
obligation under this warranty shall be limited to replacing the Vytex NRL,
without charge, during Company’s normal production and delivery schedule;
provided the Vytex NRL has been inspected and rejected prior to accepting the
Vytex NRL as provided in the Acceptance and Return provision stated herein.
Excluded Items:
This warranty does not cover circumstances beyond Company’s reasonable control
(including but not limited to Customer and/or Customer handling, storage and
transportation conditions and treatment or acts of God). All warranties and
obligations of Company shall terminate if Customer fails to perform its
obligations under this or any other agreement between the parties or fails to
pay any charge otherwise due Company.

    THE WARRANTIES EXPRESSLY SET FORTH IN
THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT
WILL COMPANY BE LIABLE FOR: (1) LOST PROFITS 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 (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CUSTOMER OR ANY
OTHER PERSON HAS ADVISED COMPANY OR ANY OF ITS SUPPLIERS OR LICENSEES OF THE
POSSIBILITY OF SUCH DAMAGES; (2) DAMAGE CAUSED BY CUSTOMER’S FAILURE TO PERFORM
ITS RESPONSIBILITIES UNDER THIS AGREEMENT; (3) ALTERATIONS DONE WITHOUT THE
PRIOR WRITTEN APPROVAL OF COMPANY; OR (4) USE OF VYTEX NRL 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 REPLACEMENT
FAILS OF ITS ESSENTIAL PURPOSE.

    


    9.      Independent
Contractors.  The
relationship between Customer and Company is that of independent
contractors.  Neither Party shall be deemed to be the agent, fiduciary
or legal representative of the other. Customer and Customer Coordinator shall
have no authority to make any representations, or to take any action, which
shall be binding upon Company except as is provided for herein or as is
otherwise authorized in writing by Company.

     

    10.       Miscellaneous.  The
waiver or failure of either party to exercise in any respect any right provided
for herein shall not be deemed a waiver of any further right.  Neither
party may assign or delegate any of its rights or obligations under this
Agreement without the prior written consent of the other; provided, however, the
sale of Company or the sale, assignment or other transfer of Company’s business
and/or assets will not be deemed an assignment or delegation.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

    


    11.           Company
Contact.  For any questions regarding the Vytex NRL sample or
Vystar, please contact the following:  Sandra Parker, 3235 Satellite
Blvd, Bldg 400, Suite 290, Duluth, GA 30096, USA,
P:  001-770-965-0383, F: 001-770-965-0162,
E-mail:  sparker@vytex.com.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    Attachment
1

    Trademarks
& Labeling

    


    Customer
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 Customer 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.

    


    Customer
shall also comply with the following additional usage requirements:

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

            	
              Distributor
      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.

            	
              Customer
      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.

            	
              Customer
      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.

            


    

    


    Customer
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
and related marks are trademarks of Vystar Corporation, Duluth, Ga

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


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

    


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Attachment
2

    Shipping,
Storage & Handling Requirements

     

    1. Vytex NRL has colloidal
behavior similar to normal NR centrifuged latex concentrates.  It can
be adversely affected if the Vytex NRL is exposed to extreme temperatures,
excessive shear and chemical contamination.  Vytex NRL should be
stored under a covered roof and away from exposure to direct
sunlight.

     

    2. Temperature Vytex NRL is to
be stored at a storage temperature between 10 to 30°C.  Excess heat
increases the Brownian motion and could result in microcoagulum and coagulum due
to particle agglomeration.  Additionally, heat evaporates water and
the ammonia in Vytex NRL which would result in a drop in pH that could
potentially lead to Vytex NRL destabilization.

     

    3. Mechanical Shear Vytex NRL is
a colloidally stable compound largely due to the removal of species vulnerable
to free radical breakdown.  The stability of Vytex NRL can be overcome
if product is subjected to excessive mechanical shear.  When handling
Vytex NRL, gravity feed should be used.  When gravity feed is not
applicable, single or double diaphragm pumps which produce the lowest level of
shear are to be used. Rotor/stator shear or piston pumps must be avoided. Where
pump facilities are not available, the practice of using compressed air applied
to the barrel is sometimes resorted to. This is a potential safety hazard as the
plastic barrels or totes used to supply the latex can on occasion
rupture.

     

    4. Chemical Destabilization of
Vytex NRL would result when the latex is exposed to calcium and magnesium ions
commonly found in hard water.  Deionised (DI) ammoniated water should
be used when diluting Vytex NRL. DI ammoniated water is to be used when
compounding Vytex NRL.

     

    5.  Shelf Life Vytex
NRL has a shelf life of 6 months when kept away from extreme
temperatures.  As previously recorded, the optimum storage temperature
is 10 to 30°C.
Excessive loss of ammonia can occur during storage and possibly lead to
destabilization of Vytex NRL.  The pH should be monitored and if the
pH drops below 10.0, it should be adjusted to 10.5 with an approved ammonia
hydroxide solution.

     

    6.  Drum Storage
Vytex NRL should be stored and transported in 200Kg/205 litre metal
(Bitumen or Epoxy coated) or plastic barrels which are with a mouth for filling
and removal of contents.  Drums should be agitated by rolling or with
a collapsible stirrer before drawing samples or before use.  For drums
being rolled, 20 minutes every 3 to 4 days is optimum.

     

    7.  Storage Tanks
Vytex NRL should be stored in tanks made from mild steel (MS), stainless
steel (SS) or glass fiber reinforced plastics (FRP).  Vytex NRL stored
in mild steel tanks, the MS tanks must be given a protective coating to prevent
corrosion and contamination of Vytex NRL.  Paraffin wax and epoxy
resin based coating materials could both be used.  Prior to coating,
the tank surface must be cleaned (if possible sand blasted), dry and free of
scale to prevent the lining from lifting.

     

    8.  Storage Tank Cleaning
Vytex storage tanks must be cleaned regularly and
disinfected.  Disinfection is done on the storage tanks twice a year.
30% Formaldehyde solution is used as a disinfectant. If its use is not
permitted, sodium hypochlorite can be used or any other permitted bactericide.
The solution is left for 12-16 hours, removed and the tank must be cleaned with
ammoniated DI water to remove all traces of the disinfectant.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
E - Sampling Agreement

    


    Vystar
Corporation

    VYTEXTM
NRL

    SAMPLING
USER LICENSE AGREEMENT

    


    As a
condition precedent to receiving the enclosed sample of Vytex natural rubber
latex (“NRL”), the Evaluator (hereinafter referred
to as “Evaluator” “You” or “Your”) expressly and implicitly agrees to the
following terms and conditions for receipt and use of the enclosed Vytex NRLTM
sample (“Agreement”).  This Agreement shall constitute a binding
contract between you and Vystar Corporation, a Georgia corporation with its
principal place of business at 3235 Satellite Blvd., Bldg 400, Suite 290,
Duluth, GA 30096 (“Vystar” “Company” or “Our”).   The parties
hereto may be referred to individually as “Party” or collectively as
“Parties.”  In consideration of the mutual benefits described in this
Agreement, Vystar is pleased to allow Evaluator to use and evaluate Company’s
proprietary, low-protein, natural rubber latex, Vytex  NRL, solely
under circumstances described herein.

    


    1.          Scope and
Purpose.    The exclusive purpose of this evaluation
is for further processing or manufacturing the Vytex NRL to create end
product(s) for the sole and exclusive purpose of evaluating the Vytex NRL in
terms  its (i) reliability and ease of use; (ii) low protein result
after processing and/or manufacturing with Vytex NRL; (iii) clarity, composition
and other physical properties of end product(s) made with Vytex NRL; and (iv)
general quality of end product(s) made with Vytex NRL (“Assessment
Metrics”).

    2.           Limited
License.  Subject to the terms of this Agreement, Company
grants to Evaluator, and Evaluator accepts a non-transferable, non-exclusive,
terminable license (i) to use the Vytex NRL only for performance, and (ii) to
use any Documentation that may be provided by Company in connection with
Evaluator’s use of the Vytex NRL in accordance with this
Agreement.  Evaluator shall not cause, suffer or permit the
modification, alteration, disassembly, reverse engineering or decompilation of
or creation of derivative works using the Vytex NRL in any way or on any portion
thereof beyond your standard compounding, processing and/or manufacturing
processes in the ordinary course of your business.  Any derivative
works, or other changes to the Vytex NRL whether authorized or unauthorized
shall be the sole and exclusive property of Company.

    3.           Future
Releases.  Evaluator acknowledges that: (a) the Vytex NRL may
not be in the form of subsequent releases and may contain different levels of
proteins or have different characteristics within batches; and (b) Company
reserves the right, in its sole and absolute discretion, to alter prices,
features, specifications, capabilities, functions, licensing terms, release
dates, general availability or other characteristics of the Vytex
NRL.

    4.           Evaluation.  
Evaluator shall undertake the testing and evaluation of Vytex NRL as described
above.  Evaluator shall test, gather and record all data required for
the Assessment Metrics.  Evaluator shall submit to Company or the
Company-authorized distributor from whom Evaluator received the Vytex NRL
sample,  a brief final report including the Assessment Metrics data,
study results, test data, supporting data, etc., but only those which represent
the physical attributes of the end products, and which are not proprietary or
confidential to Evaluator (“Evaluation Records”).

    5.           Ownership
and Prohibition on Releasing or Distributing.

    (a)           Evaluator
agrees that, except for the license rights granted in this Agreement, nothing in
this Agreement gives Evaluator any right, title or interest in, to or under any
Vytex NRL or Documentation or any intellectual property rights therein, and
further agrees that the foregoing are the sole and exclusive property of
Company.

    (b)           Evaluator
shall not, and shall not permit its employees, representatives or agents to (i)
move, sell, assign, lease, sublet, sublicense, transfer, pledge, transmit,
display or disclose or make available to any third party the Vytex NRL sample or
any product made with the Vytex NRL sample, or allow any third party to use any
of the Vytex NRL or the Documentation, except as specifically permitted pursuant
to this Agreement, or, (ii) copy or otherwise reproduce the Documentation (or
any portion thereof) except as necessary for Evaluator's use, in accordance with
the terms and conditions of this Agreement.  Each such copy, whether
complete or partial, shall bear the same copyright notices and restrictive
legends, if any, as are included in the material delivered to
Evaluator.  All copies shall be the sole and exclusive property of
Company and shall be subject to the terms and conditions of this
Agreement.

    (c)           In
the event that Evaluator desires to sell, market or distribute any Vytex NRL or
any product made with Vytex NRL, Evaluator shall enter into a separate agreement
with either Company or a Company-authorized distributor describing the terms for
such (“Definitive Agreement”).

    6.           Publication.  Evaluator
shall not issue any press release or otherwise make any public announcement or
disclosure regarding this Agreement, Vystar or Vytex NRL without the express
written consent of the Company prior to executing a Definitive Agreement for the
sales and/or licensing of Vytex NRL.

    7.           Infringement
Indemnification.  Company shall defend and indemnify and hold
Evaluator harmless against any action brought against Evaluator to the extent
that it is based on a claim that Vytex NRL, properly used within the scope of
this Agreement, infringes a United States patent or copyright, provided
Evaluator notifies Company promptly in writing of the action and gives Company
the sole control of the defense, all negotiations and any
settlement.  If Vytex NRL becomes, or is likely to become, the subject
of an infringement claim, Company may, at its option, secure Evaluator’s right
to continue using the Vytex NRL or replace or modify it to make it
non-infringing with substantially similar functions and levels of
performance.  If neither of these alternatives is reasonable
available, Company may terminate this Agreement.  THIS PARAGRAPH
STATES THE ENTIRE RESPONSIBILITY OF COMPANY CONCERNING PATENT, COPYRIGHT OR
OTHER PROPRIETARY RIGHT INFRINGEMENT.

    8.           Entire
Understanding.  This Agreement and the Confidentiality and/or
Non-Disclosure Agreement executed between the Parties (inclusive of any
Schedules and Attachments hereto which are all incorporated herein by reference)
constitutes the entire agreement and sets forth the entire understanding between
the Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, covenants, arrangements, discussions and negotiations with
respect thereto.  No modification, waiver or amendment of this
Agreement shall be effective unless it is in writing and signed by an authorized
signatory of Company and Evaluator.  The waiver or failure of either
Party to exercise in any respect any right provided for in this Agreement shall
not be deemed a waiver of any further right.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    9.           Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Georgia without the application of the conflict of laws
principles.  Any legal action or proceeding with respect to this
Agreement shall be brought and maintained in the state or federal courts located
in the city of Atlanta or County of Gwinnett, and, by execution and delivery of
this Agreement, each Party hereby accepts for itself and in respect of its
property, generally and unconditionally the jurisdiction of the aforesaid
courts.  Each Party further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or
proceeding.

    10.           Disclaimer Of Any And All Warranties.
THE VYTEX NRL IS PROVIDED “AS IS” AND “WHERE IS,” WITH ANY FAULTS AND
WITHOUT WARRANTY OF ANY KIND.  COMPANY MAKES NO REPRESENTATIONS ABOUT
THE SUITABILITY OF THE VYTEX NRL FOR EVALUATOR’S INTENDED REQUIREMENTS OR
PURPOSES. COMPANY DOES NOT WARRANT THAT THE VYTEX NRL WILL PERFORM AS DESIRED OR
WITH THE DESIRED RESULTS OR IS ERROR-FREE. COMPANY EXPRESSLY DISCLAIMS ALL
EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT.

    11.           Limitation of
Liability.  IN NO EVENT WILL COMPANY BE LIABLE TO EVALUATOR OR
ANY THIRD PARTY ARISING OUT OF THE USE OF VYTEX NRL, OR ANY END PRODUCT MADE
WITH VYTEX NRL, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF EVALUATOR
OR ANY OTHER PERSON HAS ADVISED COMPANY OR ANY OF ITS LICENSORS OF THE
POSSIBILITY OF SUCH DAMAGES.  COMPANY SHALL NOT UNDER ANY
CIRCUMSTANCES BE LIABLE TO EVALUATOR OR ANY OTHER PARTY FOR ANY SPECIAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOST
PRODUCT OR LOST USE, FAILURE OR MALFUNCTION OR OTHER LOSS.

    12.           Regulatory
Filings.  The Parties recognize that the information produced
hereunder may be used by Company for filings made with regulatory agencies.
Evaluator agrees to assist Company as reasonably necessary for any such
regulatory filings.

    13.           Independent
Contractors.  The
relationship between Evaluator and Company is that of independent
contractors.  Neither Party shall be deemed to be the agent, fiduciary
or legal representative of the other. Evaluator and Evaluator Coordinator shall
have no authority to make any representations, or to take any action, which
shall be binding upon Company except as is provided for herein or as is
otherwise authorized in writing by Company.

    14.           Company
Contact.  For any questions regarding the Vytex NRL sample or
Vystar, please contact the following:  Sandra Parker, 3235 Satellite
Blvd, Bldg 400, Suite 290, Duluth, GA 30096, P:  770-965-0383,
F:  770-965-0162, E-mail:  sparker@vytex.com.