ADDENDUM TO MANAGEMENT AGREEMENT
ADDENDUM
TO MANAGEMENT AGREEMENT
THIS
ADDENDUM TO MANAGEMENT
AGREEMENT
(“Addendum”) dated February 29, 2008 is by and between UNIVERSAL
CAPITAL MANAGEMENT, INC. and
VYSTAR
CORPORATION This
Addendum amends and modifies that certain Management Agreement dated January
31,
2008 between the parties hereto.
| 1. |
Paragraphs
3. and 4. of the Management Agreement entitled “Term
and Termination”
and “Compensation”
respectively, are deleted in their entirety and replaced with the
following:
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| 3. |
Term
and Termination
|
(a)
This
Agreement shall be effective as of the Effective Date and, subject to the
provisions of section (b) of this Section 3, shall terminate after one (1)
year
(the “Term”).
The
Term shall be automatically extended from year to year in the absence of ninety
(90) days’ notice from one party to the other.
(b)
Notwithstanding
the provisions of subsection (a) of this Section 3, (i) Manager can terminate
this Agreement at any time upon thirty (30) days’ notice to VYSTAR upon VYSTAR’s
failure to pay the amounts required hereunder, and (ii) VYSTAR can terminate
this Agreement after thirty (30) days’ notice to Manager of Manager’s material
failure to fulfill its obligations hereunder and Manager’s failure to correct
such failure during such time period.
(c)
Not withstanding any other provision of subsections (a) or (b) of this Section
3, Manager will earn Sixty-Five percent (65%) of the Compensation, Section
4,
for the Agreement as of January 31, 2008.
| 4. |
Compensation
|
(c)
Within
thirty (30) days of the signing of this agreement Vystar shall pay Manager
for
the Services by delivering to Manager a Warrant, pursuant to a Warrant agreement
attached hereto as Exhibit C, to purchase up to One Million (1,000,000) shares
of the common stock of the Company at an exercise price of $0.01. If the Term
of
this Agreement extends beyond the its Term, VYSTAR shall pay for continuing
Services hereunder by delivering five hundred thousand (500,000) additional
Warrants to Manager on the anniversary of the Effective Date and each
anniversary date thereafter during the term of this Agreement. , and
(b)
A Warrant, pursuant to a Warrant agreement attached hereto as Exhibit B, to
purchase up to Five Hundred Thousand (500,000) shares of the common stock,
par
value $.0001 of VYSTAR at an exercise price of $2.00. The Warrant will be
exercisable in whole or in part at or before 5:00 p.m. E.S.T. on January 31,
2013.
In
addition, VYSTAR shall reimburse Manager for third party and out-of-pocket
expenses actually and reasonably incurred by Manager as an adjunct to and as
a
supplement to Manager’s responsibility for performing the Services for which
Manager is being paid compensation described herein, and which are approved
in
advance by Vystar; provided that expenses of Affiliates of Manager shall not
be
deemed third party expenses for purposes of this Section 4.
| 2. |
All
other provisions of the Management Agreement remain in full force
and
effect.
|
The
Parties hereto have executed this Management Agreement as of the date first
above written.
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Vystar
Corporation
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UNIVERSAL
CAPITAL MANAGEMENT, INC.
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BY:
__________________________
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BY:
_______________________
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NAME:
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
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NAME:
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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TITLE:
President & Chief Operating Officer
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TITLE:
Vice President
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