Voluntary Resale Restriction Agreement - INVISA INC - 6-23-2003 by INSA-Agreements

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									EXHIBIT 10.48 VOLUNTARY RESALE RESTRICTION AGREEMENT THIS AGREEMENT is dated for reference this 19th day of November, 2001 BETWEEN SmartGate, Inc., a Nevada corporation having offices at 4400 Independence Court, Sarasota, Florida, (the "Issuer"), and Robert T. Roth, businessman having offices at 6008 Bay Valley Court, Orlando, Florida 32819 ("Mr. Roth"). WHEREAS A. Mr. Roth has acquired six hundred forty-four thousand two hundred ninety-two (644,292) common shares $0.001 par value in the capital of the Issuer incorporated under the laws of Nevada, pursuant to that certain Contribution Agreement entered into by and among the Issuer, SmartGate, L.C. and the members of SmartGate, L.C. which included Mr. Roth; and B. Mr. Roth has agreed that it would be in the best interest of Mr. Roth and the Issuer if Mr. Roth would subject all of the shares of SmartGate, Inc., which are currently owned by Mr. Roth, his family or affiliates, or which may, during the term of this Agreement, be acquired by Mr. Roth or his assigns to a voluntary arrangement restricting resale (the "Arrangement") as provided herein. NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties covenant and agree as follows: 1. VOLUNTARY RESALE RESTRICTION ARRANGEMENT 1.1 STOP TRANSFER. Concurrently with the execution of this Agreement or immediately thereafter, as any additional shares of the Issuer are issued to Mr. Roth, the Issuer will instruct Liberty Transfer Company (the "Transfer Agent") or replacement therefrom, to make a notation on its books putting a stop transfer on the shares (except 100,000 shares as provided in Paragraph 2.2(a) which shall not be restricted by this Agreement) registered in the name of Mr. Roth. Such stop transfer will be removed from the shares as provided below in paragraph 2.2. 1.2 VOTING RIGHTS. Mr. Roth may exercise all voting rights attached to the shares while the stop transfer is in place. 1.3 NO WAIVER. For greater certainty, Mr. Roth waives no rights attached to the shares by reason of the execution of this Agreement, other then the right to sell the shares while they are subject to the Arrangement provided herein. 1.4 RESTRICTION ON TRANSFER. While the shares are subject to this Arrangement, Mr. Roth shall not assign, deal with, pledge, sell, trade or transfer in any manner whatsoever, or agree to do so in the future, any of the shares or any beneficial interest in them, except as otherwise herein provided.

Except in respect of the foregoing, the Issuer shall not effect or acknowledge any transfer, trade, pledge, hypothecation, assignment, declaration of trust or any other documents evidencing a change in the legal or beneficial ownership of or interest in the shares. 1.5 DEATH OR BANKRUPTCY. Upon the death or bankruptcy of Mr. Roth, the assignee of the shares shall receive said shares, subject to and shall be bound by, the terms and provisions of this Agreement. Such assignee may be required by the Issuer to execute a joinder to this Agreement as a condition to assigning said shares on the books and records of the Issuer and its Transfer Agent. 1.6 LEGEND. Mr. Roth agrees to surrender all certificate(s) representing the shares (and any after acquired shares) so that the Transfer Agent may place an appropriate stop-transfer legend on said certificate(s) noting the existence of this Agreement. 1.7 RADIO METRIX, INC. Mr. Roth is a shareholder of Radio Metrix, Inc. Issuer and Radio Metrix, Inc. have entered into a Letter of Intent, pursuant to which Radio Metrix, Inc. may be acquired in a merger transaction by Issuer. In the event such Letter of Intent is concluded and additional shares or entitlement to shares are issued or granted to Mr. Roth, such shares and entitlement shall automatically and immediately be subject to this Arrangement and the stop-transfer as set forth herein. Further, should Mr. Roth acquire any other or additional shares of the Issuer during the term of this Agreement, whether in open market or private transactions, said shares shall be subject to the restrictions as provided herein and such restriction shall be so noted with the Transfer Agent. 2. RELEASE FROM ARRANGEMENT 2.1 RETENTION OF STOP TRANSFER. Mr. Roth irrevocably directs the Issuer to retain the stop transfer on the shares until the shares are released from this Arrangement pursuant to Paragraph 2.2. 2.2 RELEASE INSTRUCTIONS. (a) 100,000 shares owned by Mr. Roth shall not be restricted by this Agreement and shall be released from the restrictions of this Agreement provided such shares are sold in accordance with a private transaction, and the Issuer shall so notify the Transfer Agent of such release of the 100,000 shares for sale by Mr. Roth (provided the shares are sold in accordance with a private transaction). (b) At the end of 13 months from the date of this Agreement, Issuer shall release an additional 100,000 shares from the restrictions provided in this Agreement, provided that such shares are only sold in a private transaction (and not in a transaction in the public trading market). (c) All restrictions set forth in this Agreement shall lapse and be of no further effect 19 months following the execution of this Agreement. Upon lapse of said restrictions, the Issuer shall notify the Transfer Agent to remove the stop transfer instructions. Upon tender of the certificate(s) by Roth to the Transfer Agent, the Transfer Agent will be instructed to issue a certificate without a legend describing or relating to this Agreement.

2.3 PARTIAL TERMINATION. The release from this Agreement of any of the shares shall terminate this Agreement only in respect of the shares so released. 3. MATTERS INVOLVING ISSUER 3.1 INDEMNITY. Mr. Roth shall release, indemnify and save harmless the Issuer from and against all costs, charges, claims, demands, damages, losses and expenses resulting from administering this Agreement and compliance in good faith with this Agreement. 4. MISCELLANEOUS 4.1 AMENDMENT OF AGREEMENT. This Agreement may be amended only by the written agreement between the Issuer and Mr. Roth. 4.2 FURTHER ASSURANCES. The Parties shall execute and deliver any documents and perform any acts necessary to carry out the intent of this Agreement. 4.3 GOVERNING LAWS. This Agreement shall be construed in accordance with and governed by the laws of Nevada. 4.4 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement. 4.5 SINGULAR/PLURAL. Wherever a singular expression is used in this Agreement, that expression is deemed to include the plural or the body corporate where required by the context. 4.6 ENUREMENT. This Agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns. IN WITNESS WHEREOF the parties have executed this Agreement as of the date and year first above written. SMARTGATE, INC.
/s/ ROBERT T. ROTH ----------------------Robert T. Roth /s/ STEPHEN A. MICHAEL, PRESIDENT --------------------------------Authorized Signatory STEPHEN A. MICHAEL AS PRESIDENT

AGREEMENT This Agreement, dated November 19, 2001 between SmartGate, Inc., Bob Roth and G.M. Capital Partners, Ltd. is to set forth the parties agreement that the Voluntary Resale Restriction Agreement dated November 19, 2001 between SmartGate, Inc. and Bob Roth, attached hereto as Exhibit A cannot be cancelled, considered null and void or amended in any form without the written consent of G.M. Capital Partners Ltd.
G.M. Capital Partners, Ltd. SmartGate, Inc.

------------------------Authorized Signatory

/s/ STEPHEN A. MICHAEL, PRESIDENT --------------------------------Authorized Signatory

/s/ ROBERT T. ROTH ------------------Bob Roth

EXHIBIT 10.49 STOCK OPTION THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate Inc., a Nevada corporation ("SmartGate Inc." or the "Company") has, on January 15, 2002, granted to Hawk Associates, Inc. ("Holder") the right and option until January 16, 2009 to purchase 50,000 shares of Common Stock of SmartGate Inc., at a purchase price of $7.25 per share. The shares, which may be purchased under this Option, are subject to a vesting schedule over a 24-month period from January 16, 2002 where 6,250 shares shall be released and become eligible for purchase at the end of each quarterly (i.e. three-month) period during the 24-month vesting term provided the engagement agreement between the Company and the Holder dated January 16, 2002 ("Engagement Agreement"), a copy of which is attached hereto, has remained in effect at the end of the quarterly period then in effect as set forth below ("Vesting Condition"); to wit: - the first 6,250 shares would vest and be eligible for purchase on April 15, 2002 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on July 15, 2002 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on October 15, 2002 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on January 15, 2003 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on April 15, 2003 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on July 15, 2003 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on October 15, 2003 if the Vesting Condition was met for that quarter; - the next 6,250 shares would vest and be eligible for purchase on January 15, 2004 if the Vesting Condition was met for that quarter;

2 This Option and the vesting schedule hereinabove shall have no effect upon (nor alter): (i) the Company's early termination rights under the Initial Period as set forth in the Engagement Agreement; or (ii) the Engagement Agreement being an open-ended 30-day notice agreement following the Initial Period (as set forth in the Engagement Agreement) and each party having right thereafter to terminate the Engagement Agreement with 30 days notice. The Holder acknowledges and agrees that only shares which are vested may be purchased and if the Engagement Agreement is terminated by either party during this Option's vesting period the Holder will be entitled to purchase only those shares that have vested through the date of termination. In the event of a stock dividend or stock split resulting in the number of outstanding shares of the Company being changed, the applicable exercise price and number of shares, as provided in this Option, shall be proportionately adjusted. In the event of the merger, consolidation, or combination of the Company into another company or entity which survives that transaction, the shares which may be purchased under this Option shall be converted into an equivalent number of shares of the surviving entity. In the event of the sale of all or substantially all of the assets of the Company, the shares which may be purchased upon the exercise of the Option shall be treated in any distribution as if said shares are issued and outstanding, with the exception that the exercise price under this Option shall be deducted from the amount to be distributed on a per-share basis. The grant of this Option is made without registration under the Securities Act of 1933 (the "Act") by reason of a specific exemption. The Option and shares to be issued at exercise shall be restricted as to transfer in accordance with Rule 144 of the Act. As a condition to the issuance of shares of Common Stock of the Company under this Option, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under Federal, State, or Local law as a result of the exercise of this Option. This Option may not be transferred without the consent of the Company.

3 The Holder shall not have any of the rights of a shareholder with respect to any shares of the Company's common stock until the purchase price for the shares has been paid to the Company. The Company has caused this Option Agreement to be executed in the name of the Company by its corporate officer having been duly authorized, and the Holder has hereunto set Holder's hand and seal as of the date and year first above written. SMARTGATE INC. a Nevada corporation By: Its: AGREED TO AND ACCEPTED BY HOLDER: HAWK ASSOCIATES, INC. By: Its:

EXHIBIT 10.50 AMENDED AND RESTATED STOCK OPTION THIS CERTIFIES THAT, FOR VALUE RECEIVED, Invisa, Inc., a Nevada corporation ("Invisa, Inc." or the "Company") has, on November 8, 2002, granted to G.M. Capital Partners Ltd. ("Holder") the right and option until December 31, 2005 to purchase 500,000 shares of Common Stock of Invisa, Inc., at a purchase price of $3.50 per share. The Company commits that it will, on one occasion during the term of this Option, cause the shares covered by this Option to be registered under the Securities Act of 1933 (the "Act"), in accordance with the following: (i) the cost of any such Registration Statement shall be borne solely by the Company provided that the Company shall not be required to pay any commissions, legal fees or other sales cost incurred by the Holder; (ii) commencing on January 1, 2004, Holder shall have the right to demand that the Company file and exercise reasonable efforts to effect a Registration Statement under the Act covering 250,000 shares which may be purchased under this Option unless 250,000 shares which may be purchased under this Option have previously been registered under the Act by the Company; and (iii) commencing on July 1, 2005, Holder shall have the additional right to demand that the Company file and exercise reasonable efforts to effect a Registration Statement under the Act covering the remaining 250,000 shares which may be purchased under this Option unless the Company has previously registered all 500,000 shares which may be purchased under this Option. Such demand to register under subparagraph (ii) and under subparagraph (iii) shall be in writing, executed by G.M. Capital Partners Ltd. and shall state Holder's intention to exercise the Option to purchase the shares demanded to be registered. In the event of a stock dividend or stock split resulting in the number of outstanding of shares of the Company being changed, the applicable exercise price and number of shares, as provided in this Option, shall be proportionately adjusted. In the event of the merger, consolidation, or combination of the Company into another company or entity which survives that transaction, the shares which may be purchased under this Option shall be converted into an equivalent number of shares of the surviving entity. In the event of the sale of all or substantially all of the assets of the Company, the shares which may be purchased upon the exercise of the Option shall be treated in any distribution as if said shares are issued and outstanding, with the exception that the exercise price under this Option shall be deducted from the amount to be distributed on a per-share basis.

2 The grant of this Option is made without registration under the Act by reason of a specific exemption. The Option and shares to be issued at exercise shall (unless registered in accordance with this Option) be restricted as to transfer in accordance with Rule 144 of the Act. As a condition to the issuance of shares of Common Stock of the Company under this Option, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under Federal, State, or Local law as a result of the exercise of this Option. This Option may not be transferred without the consent of the Company. The Holder shall not have any of the rights of a shareholder with respect to any shares of the Company's common stock until the purchase price for the shares has been paid to the Company. THIS AMENDED AND RESTATED OPTION AGREEMENT AMENDS AND RESTATES THE OPTION AGREEMENT BETWEEN THE COMPANY AND THE HOLDER FOR THE MAY 7, 2002 GRANT OF THE RIGHT AND OPTION UNTIL JUNE 30, 2004 TO PURCHASE 500,000 SHARES OF THE COMPANY'S COMMON STOCK AT A PURCHASE PRICE OF $5.50 PER SHARE (THE "MAY 7, 2002 OPTION"). THIS AMENDED AND RESTATED OPTION SUPERSEDES AND REPLACES, IN ITS ENTIRETY, THE MAY 7, 2002 OPTION WHICH THE COMPANY AND THE HOLDER HEREBY ACKNOWLEDGE AND AGREE IS CANCELLED BY THE PARTIES' EXECUTION OF THIS AMENDED AND RESTATED OPTION, AND THE HOLDER ACKNOWLEDGES THAT THE MAY 7, 2002 OPTION WILL BE SHOWN AS CANCELLED ON THE BOOKS AND RECORDS OF THE COMPANY AND REPLACED WITH THIS AMENDED AND RESTATED OPTION. THE HOLDER FURTHER AGREES THAT IT WILL RETURN THE MAY 7, 2002 OPTION TO THE COMPANY MARKED CANCELLED. The Company has caused this Amended and Restated Option Agreement to be executed in the name of the Company by its corporate officer having been duly authorized, and the Holder has hereunto set Holder's hand and seal as of the date and year first above written. INVISA, INC. AGREED TO AND ACCEPTED BY HOLDER: a Nevada corporation G.M. CAPITAL PARTNERS, LTD. By: /s/ Stephen A. Michael, President By: /s/ J. A. Michie Its: President Its: Managing Director

EXHIBIT 10.51 INVISA INC. 2002 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Option Agreement Number: Date of Grant/Award: Name of Optionee: Optionee's Social Security Number: Initial Vesting Date: Initial Exercise Date: Expiration Date: N-003 June 13, 2002 Gregory J. Newell 000-00-0000 September 30, 2002 September 30, 2002 June 12, 2009 (the "Option Term")

1. Dated as of the above-stated Date of Grant/Award (the "Grant Date") a Stock Option (the "Option") is hereby granted to the above-named Optionee pursuant to the SmartGate Inc. (n/k/a Invisa, Inc.) 2002 Incentive Plan (the "Plan"). The Award of this Option conveys to the Participant the right to purchase from Invisa, Inc. (the "Company") up to One Hundred Thousand (100,000) shares of Stock (the "Option Shares") under the Plan at an exercise price of $5.10 per share. The Option awarded hereunder is intended to be a nonqualified stock option subject upon its exercise to treatment, for tax purposes, under Section 83 of the Internal Revenue Code, and is specifically not intended to be treated as an Incentive Stock Option, as such term is defined under Section 422 of the Internal Revenue Code. 2. Except as specifically provided herein, the rights of the Optionee, or of any other person entitled to exercise the Option, are governed by the terms and provisions of the Plan. The Option is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Company shall interpret and construe the Plan and this Option Agreement with respect to any issue arising thereunder or hereunder, and such interpretations and determinations by the Company shall be conclusive and will bind the parties hereto and any other person claiming an interest hereunder. 3. To the extent not previously exercised, the Option and all rights with respect thereto, shall terminate and become null and void when the Option Term expires. 4. Following any termination of Service with respect to the Optionee, the Option shall be exercisable only during the following timeframes: (a) DISABILITY. If the Optionee's Service terminates because of the Optionee becomes disabled, the Option, to the extent unexercised and exercisable on the date on which Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires.

(b) DEATH. If Service terminates because the Optionee dies, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. The Optionee's Service shall be deemed to have terminated on account of the Optionee's death if the Optionee dies within three (3) months of the Optionee's termination of Service for any other reason. (c) TERMINATION TO RETURN TO FULL TIME GOVERNMENT SERVICE. If the Optionee's Service terminates after June 13, 2005 for the primary purpose of returning to full-time government service, this Option may be exercised at anytime following such termination up to the date the Option Term expires. (d) OTHER TERMINATION OF SERVICE. If the Optionee's Service terminates for reasons other than those specifically enumerated, to the extent the Option remains unexercised and exercisable by the Optionee on the date on which the Optionee's Service thus terminated, the Option may be exercised at any time during the three (3) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. 5. Following the Initial Exercise Date, but subject to such further limitations provided for herein as may apply, the Option shall become exercisable as to all or any part of the Option Shares ("Vested Shares") awarded in accordance with the following Vested Ratio schedule:
Number of Shares of Stock ------------------------5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 55,000 60,000 65,000 70,000 75,000 80,000 85,000 90,000 95,000 100,000 Vesting Date -----------------September 30, 2002 December 31, 2002 March 31, 2003 June 30, 2003 September 30,2003 December 31, 2003 March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004 March 31, 2005 June 30, 2005 September 30, 2005 December 31, 2005 March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006 March 31, 2007 June 30, 2007

There shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date, except that in the event of a Change in Control, this Option shall be deemed fully vested. In the event of Optionee's termination under 4(c) above, this Option shall be unaffected by such termination and shall remain in full force and effect for the remainder of the Option Term, vesting in accordance with the aforedescribed schedule above as Optionee's Services to the Company shall be deemed to continue in a different capacity as directed from time to time by the Company's Board of Directors following such termination. 6. The Option may be exercised with respect to all or any part of the number of Vested Shares by the giving of written notice ("Notice") of the Optionee's intent to exercise to the Company at least five days prior to the date on which exercise is to occur. The Notice shall specify the exercise date and the number of Option Shares as to which the Option is to be exercised. Full payment of the Option exercise price by any of the means of consideration provided for under the Plan shall be made on or before the exercise date specified in the Notice. Such full payment having occurred on or before the exercise date specified in the Notice, or as soon thereafter as is practicable, the Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased. If the Optionee fails to pay for any of the Option Shares specified in the Notice, or fails to accept delivery of Option Shares, the Optionee's right to purchase such Option Shares may be terminated by the Company. 7. During the Optionee's lifetime, the Option granted hereunder shall be exercisable only by the Optionee or by any guardian or legal representative of the Optionee, and the Option shall not be transferable except, in the case of the death of the Optionee, by will or by the laws of descent and distribution, nor shall the Option be subject to attachment, execution or other similar process. 8. The Company may unilaterally amend the Option Award at any time if the Company determines, in its sole discretion, that amendment is necessary or advisable in light of any applicable addition to or change in the Internal Revenue Code, any regulations issued thereunder, or any federal or state securities law or other applicable law or regulation.

9. Until the date a Stock certificate is issued to an Optionee, an Optionee shall have no rights as a stockholder with respect to the shares of Stock subject to Award under this ISO Agreement, and no adjustments shall be made for dividends of any kind or nature, distributions, or other rights for which the record date is prior to the date such Stock certificate is issued. 10. The Optionee acknowledges having received and read a copy of the Plan and this Agreement and agrees to comply with all laws, rules and regulations applicable to the Award and to the sale or other disposition of the Stock of the Company received. 11. In the event the Optionee should cease to be employed by or to provide Services to the Company, the Company hereby reserves a right to repurchase from Optionee, at its sole discretion, any or all shares issued to Optionee under the Plan which have been outstanding in excess of six months. Company is to pay to Optionee under such repurchase the Fair Market Value of the shares on the date of such repurchase and Optionee will, from that point onward, have no further shareholder rights with respect to those shares. The Company hereby reserves a right of first refusal on all the awarded shares which have been outstanding in excess of six months. During this time, prior to selling any shares, the Optionee must notify the Company, in writing, of the terms of the transaction in which the Optionee proposes to sell the shares. Such notice shall be supported by a bona fide formal letter of arrangement. The bona fide formal letter of arrangement must include (i) all of the terms of the transaction, (ii) a description of any financing arrangements related to the transaction, and (iii) full disclosure of all parties, whether agent or principal, who are interested in the transaction. The Company shall have sixty (60) days to determine if it or other stockholders in the Company will purchase the shares. The Company shall respond by the sixtieth (60th) day after receipt of the Optionee's notice or forfeit its rights under this paragraph. If the Company decides that neither it nor any other stockholders in the Company shall purchase the shares, the Optionee must engage in the transaction as described in the notice provided to the Company within sixty (60) days; otherwise, the Company's first refusal right shall again be applicable to any subsequently proposed sale of the shares. 12. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices located at 4400 Independence Court, Sarasota, Florida 34234, and any notice to the Optionee shall be addressed to the Optionee at the address currently shown on the payroll records of the Company. Any notice shall be deemed duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.

IN WITNESS WHEREOF, Invisa, Inc. has caused its duly authorized officers to execute this nonqualified Stock Option Agreement, and the Optionee has placed his or her signature hereon, effective as of the Grant Date. INVISA, INC. Attest:
By: /s/ Stephen A. Michael -----------------------------------Title: President

ACCEPTED AND AGREED TO:
By: /s/ Gregory J. Newell -----------------------------------Gregory J. Newell, Optionee

EXHIBIT 10.52 INVISA INC. 2002 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Option Agreement Number: Date of Grant/Award: Name of Optionee: Optionee's Social Security Number: Initial Vesting Date: Initial Exercise Date: Expiration Date: N-004 June 27, 2002 John E. Scates September 30, 2002 September 30, 2002 June 26, 2009 (the "Option Term")

1. Dated as of the above-stated Date of Grant/Award (the "Grant Date") a Stock Option (the "Option") is hereby granted to the above-named Optionee pursuant to the SmartGate Inc. (n/k/a Invisa, Inc.) 2002 Incentive Plan (the "Plan"). The Award of this Option conveys to the Participant the right to purchase from Invisa, Inc. (the "Company") up to Twenty Thousand (20,000) shares of Stock (the "Option Shares") under the Plan at an exercise price of $5.15 per share. The Option awarded hereunder is intended to be a nonqualified stock option subject upon its exercise to treatment, for tax purposes, under Section 83 of the Internal Revenue Code, and is specifically not intended to be treated as an Incentive Stock Option, as such term is defined under Section 422 of the Internal Revenue Code. 2. Except as specifically provided herein, the rights of the Optionee, or of any other person entitled to exercise the Option, are governed by the terms and provisions of the Plan. The Option is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Company shall interpret and construe the Plan and this Option Agreement with respect to any issue arising thereunder or hereunder, and such interpretations and determinations by the Company shall be conclusive and will bind the parties hereto and any other person claiming an interest hereunder. 3. To the extent not previously exercised, the Option and all rights with respect thereto, shall terminate and become null and void when the Option Term expires. 4. Following any termination of Service with respect to the Optionee, the Option shall be exercisable only during the following timeframes: (a) DISABILITY. If the Optionee's Service terminates because of the Optionee becomes disabled, the Option, to the extent unexercised and exercisable on the date on which Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date; on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires.

(b) DEATH. If Service terminates because the Optionee dies, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. The Optionee's Service shall be deemed to have terminated on account of the Optionee's death if the Optionee dies within three (3) months of the Optionee's termination of Service for any other reason. (c) OTHER TERMINATION OF SERVICE. If the Optionee's Service terminates for reasons other than those specifically enumerated, to the extent the Option remains unexercised and exercisable by the Optionee on the date on which the Optionee's Service thus terminated, the Option may be exercised at any time during the three (3) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. 5. Following the Initial Exercise Date, but subject to such further limitations provided for herein as may apply, the Option shall become exercisable as to all or any part of the Option Shares ("Vested Shares") awarded in accordance with the following Vested Ratio schedule:
Number of Shares of Stock ------------------------2,500 5,000 7,500 10,000 12,500 15,000 17,500 20,000 Vesting Date -----------September 30, 2002 December 31, 2002 March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003 March 31, 2004 June 30, 2004

There shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date, except that in the event of a Change in Control, this Option shall be deemed fully vested. 6. The Option may be exercised with respect to all or any part of the number of Vested Shares by the giving of written notice ("Notice") of the Optionee's intent to exercise to the Company at least five days prior to the date on which exercise is to occur. The Notice shall specify the exercise date and the number of Option Shares as to which the Option is to be exercised. Full payment of the Option exercise price by any of the means of consideration provided for under the Plan shall be made on or before the exercise date specified in the Notice. Such full payment having occurred on or before the exercise date specified in the Notice, or as soon thereafter as is practicable, the

Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased. If the Optionee fails to pay for any of the Option Shares specified in the Notice, or fails to accept delivery of Option Shares, the Optionee's right to purchase such Option Shares may be terminated by the Company. 7. During the Optionee's lifetime, the Option granted hereunder shall be exercisable only by the Optionee or by any guardian or legal representative of the Optionee, and the Option shall not be transferable except, in the case of the death of the Optionee, by will or by the laws of descent and distribution, nor shall the Option be subject to attachment, execution or other similar process. 8. The Company may unilaterally amend the Option Award at any time if the Company determines, in its sole discretion, that amendment is necessary or advisable in light of any applicable addition to or change in the Internal Revenue Code, any regulations issued thereunder, or any federal or state securities law or other applicable law or regulation. 9. Until the date a Stock certificate is issued to an Optionee, an Optionee shall have no rights as a stockholder with respect to the shares of Stock subject to Award under this ISO Agreement, and no adjustments shall be made for dividends of any kind or nature, distributions, or other rights for which the record date is prior to the date such Stock certificate is issued. 10. The Optionee acknowledges having received and read a copy of the Plan and this Agreement and agrees to comply with all laws, rules and regulations applicable to the Award and to the sale or other disposition of the Stock of the Company received. 11. In the event the Optionee should cease to be employed by or to provide Services to the Company, the Company hereby reserves a right to repurchase from Optionee, at its sole discretion, any or all shares issued to Optionee under the Plan which have been outstanding in excess of six months. Company is to pay to Optionee under such repurchase the Fair Market Value of the shares on the date of such repurchase and Optionee will, from that point onward, have no further shareholder rights with respect to those shares. The Company hereby reserves a right of first refusal on all the awarded shares which have been outstanding in excess of six months. During this time, prior to selling any shares, the Optionee must notify the Company, in writing, of the terms of the transaction in which the Optionee proposes to sell the shares. Such notice shall be supported by a bona fide formal letter of arrangement. The bona fide formal letter of arrangement must include (i) all of the terms of the transaction, (ii) a description of any financing arrangements related to the transaction, and (iii) full disclosure of all parties, whether agent or principal, who are interested in the transaction. The Company shall have sixty (60) days to determine if it or other stockholders in the Company will purchase the shares. The Company shall respond by the sixtieth (60th) day after receipt of the Optionee's notice or forfeit its rights under this paragraph. If the Company decides that neither it nor any other stockholders in the Company shall purchase the shares, the Optionee must engage in the transaction as described in the

notice provided to the Company within sixty (60) days; otherwise, the Company's first refusal right shall again be applicable to any subsequently proposed sale of the shares. 12. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices located at 4400 Independence Court, Sarasota, Florida 34234, and any notice to the Optionee shall be addressed to the Optionee at the address currently shown on the payroll records of the Company. Any notice shall be deemed duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. IN WITNESS WHEREOF, Invisa, Inc. has caused its duly authorized officers to execute this nonqualified Stock Option Agreement, and the Optionee has placed his or her signature hereon, effective as of the Grant Date. INVISA, INC. Attest:
By: /s/ Stephen A. Michael ---------------------------Title: President

ACCEPTED AND AGREED TO:
By: /s/ John E. Scates ---------------------------John E. Scates, Optionee

EXHIBIT 10.53 "THE WARRANTS AND THE SHARES THAT MAY BE PURCHASED UPON THE EXERCISE OF THE WARRANTS COLLECTIVELY REFERRED TO AS THE ("SHARES") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PUBLICLY OFFERED OR SOLD IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT; (2) OPINIONS OF COUNSEL TO INVISA, INC., PRIOR TO ANY PROPOSED TRANSFER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT; OR (3) A LETTER PRESENTED TO INVISA INC., PRIOR TO ANY PROPOSED TRANSFER, FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, TO THE EFFECT THAT IT WILL NOT TAKE ANY ENFORCEMENT ACTION IF THE PROPOSED TRANSFER IS MADE WITHOUT REGISTRATION UNDER THE ACT." Void after August 15, 2004 WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
NUMBER WA 1 NO. OF WARRANTS 67,000 ------

INVISA, INC.

This certifies that FOR VALUE RECEIVED DELBRUECK BANK or registered assigns (the "Registered Holder") is the owner of SIXTY SEVEN THOUSAND Warrants (the "Warrants"). Each Warrant represented hereby entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Warrant Certificate, one fully paid and non-assessable share of Common Stock, $0.001 value ("Common Stock"), of Invisa, Inc., a Nevada corporation (the "Company"), from the date hereof until August 15, 2004, (the "Expiration Date"), upon the presentation and surrender of this Warrant Certificate together with the full payment of the Exercise Price in effect on the date on which written notice of exercise is delivered to the Company as provided herein. Payment of the Exercise Price must be in the form of lawful money of the United States delivered by certified, bankers check or other form acceptable to the Company and delivered to the corporate office of the Company at 4400 Independence Court, Sarasota, Florida 34234. The exercise price of each Warrant (the "Exercise Price") is: (i) $5.00 per share until August 15, 2003 (the "Initial Warrant Year") And (ii) From August 16, 2003 to August 15, 2004 (the "Second Warrant Year") the greater of: (i) the average closing trading price for the Company's common stock during the Initial Warrant Year, or (ii) $8.00 per share. The Warrants are redeemable at the option of the Company at $0.10 per warrant upon 30 days notice to the Registered Holder. In order for the Company to exercise its right to redeem: during the Initial Warrant Year the Company's common stock must have traded for 20 consecutive trading days at a closing trading price above $10.00 per share, or during the Second Warrant Year the Company's common stock must have traded for 20 consecutive trading days at a closing trading price above $16.00 per share. Any Warrants not timely exercised or redeemed automatically expire on August 15, 2004 ("Expiration Date"). The grant of this Warrant is made without registration under the Securities Act of 1933 as amended (the "Act") by reason of a specific exemption. The Warrants and Shares to be issued at exercise shall be restricted as to transfer in accordance with Regulation S and/or Rule 144 of the

Act, whichever shall be applicable and Shares acquired upon the exercise of the Warrants will bear a restrictive legend as to transfer in accordance with the Act. In the event of a stock dividend or stock split resulting in the number of outstanding of shares of the Company being changed, the applicable exercise price, number of shares, redemption price and trading price requirements for redemption, as provided in the Warrants, shall be proportionately adjusted. In the event of the merger, consolidation, or combination of the Company into another company or entity which survives that transaction, the shares which may be purchased under the Warrants shall be converted into an equivalent number of shares of the surviving entity. In the event of the sale of all or substantially all of the assets of the Company, the shares which may be purchased upon the exercise of the Warrants shall be treated in any distribution as if said shares are issued and outstanding, with the exception that the exercise price under the Warrants shall be deducted from the amount to be distributed on a per-share basis. The Registered Holders of Warrants shall not be entitled to vote or exercise other rights of stockholders unless and until the Warrants are exercised and the underlying Shares issued. In the event of redemption by the Company, each Registered Holder shall be provided 30 days prior written notice of the Company's intent to redeem, during which notice period the Registered Holder of the Warrant shall be entitled to exercise the Warrant. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor for the balance of such Warrants. Prior to due presentment for registration of transfer hereof, the Company may deem and treat the Registered Holder as the absolute owner hereof and of each Warrant represented hereby (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Florida. This Warrant Certificate and the Registered Holder's rights hereunder are not assignable or transferable by the Registered Holder except in accordance with the Act and with the written consent of the Company which will not be unreasonably withheld. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by two of its officers thereunto duly authorized.
/s/ William W. Dolan ------------------------------William W. Dolan, Secretary /s/ Stephen A. Michael, President ---------------------------------Stephen A. Michael, President

EXHIBIT 10.54 "THE WARRANTS AND THE SHARES THAT MAY BE PURCHASED UPON THE EXERCISE OF THE WARRANTS COLLECTIVELY REFERRED TO AS THE ("SHARES") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PUBLICLY OFFERED OR SOLD IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT; (2) OPINIONS OF COUNSEL TO INVISA, INC., PRIOR TO ANY PROPOSED TRANSFER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT; OR (3) A LETTER PRESENTED TO INVISA INC., PRIOR TO ANY PROPOSED TRANSFER, FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, TO THE EFFECT THAT IT WILL NOT TAKE ANY ENFORCEMENT ACTION IF THE PROPOSED TRANSFER IS MADE WITHOUT REGISTRATION UNDER THE ACT." VOID AFTER AUGUST 15, 2004 WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
NUMBER WA 2 NO. OF WARRANTS 16,750 ------

INVISA, INC.

This certifies that FOR VALUE RECEIVED DELBRUECK BANK or registered assigns (the "Registered Holder") is the owner of SIXTEEN THOUSAND SEVEN HUNDRED FIFTY Warrants (the "Warrants"). Each Warrant represented hereby entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Warrant Certificate, one fully paid and non-assessable share of Common Stock, $0.001 value ("Common Stock"), of Invisa, Inc., a Nevada corporation (the "Company"), from the date hereof until August 15, 2004, (the "Expiration Date"), upon the presentation and surrender of this Warrant Certificate together with the full payment of the Exercise Price in effect on the date on which written notice of exercise is delivered to the Company as provided herein. Payment of the Exercise Price must be in the form of lawful money of the United States delivered by certified, bankers check or other form acceptable to the Company and delivered to the corporate office of the Company at 4400 Independence Court, Sarasota, Florida 34234. The exercise price of each Warrant (the "Exercise Price") is: (i) $5.00 per share until August 15, 2003 (the "Initial Warrant Year") And (ii) From August 16, 2003 to August 15, 2004 (the "Second Warrant Year") the greater of: (i) the average closing trading price for the Company's common stock during the Initial Warrant Year, or (ii) $8.00 per share. The Warrants are redeemable at the option of the Company at $0.10 per warrant upon 30 days notice to the Registered Holder. In order for the Company to exercise its right to redeem: during the Initial Warrant Year the Company's common stock must have traded for 20 consecutive trading days at a closing trading price above $10.00 per share, or during the Second Warrant Year the Company's common stock must have traded for 20 consecutive trading days at a closing trading price above $16.00 per share. Any Warrants not timely exercised or redeemed automatically expire on August 15, 2004 ("Expiration Date"). The grant of this Warrant is made without registration under the Securities Act of 1933 as amended (the "Act") by reason of a specific exemption. The Warrants and Shares to be issued at exercise shall be restricted as to transfer in accordance with Regulation S and/or Rule 144 of the

Act, whichever shall be applicable and Shares acquired upon the exercise of the Warrants will bear a restrictive legend as to transfer in accordance with the Act. In the event of a stock dividend or stock split resulting in the number of outstanding of shares of the Company being changed, the applicable exercise price, number of shares, redemption price and trading price requirements for redemption, as provided in the Warrants, shall be proportionately adjusted. In the event of the merger, consolidation, or combination of the Company into another company or entity which survives that transaction, the shares which may be purchased under the Warrants shall be converted into an equivalent number of shares of the surviving entity. In the event of the sale of all or substantially all of the assets of the Company, the shares which may be purchased upon the exercise of the Warrants shall be treated in any distribution as if said shares are issued and outstanding, with the exception that the exercise price under the Warrants shall be deducted from the amount to be distributed on a per-share basis. The Registered Holders of Warrants shall not be entitled to vote or exercise other rights of stockholders unless and until the Warrants are exercised and the underlying Shares issued. In the event of redemption by the Company, each Registered Holder shall be provided 30 days prior written notice of the Company's intent to redeem, during which notice period the Registered Holder of the Warrant shall be entitled to exercise the Warrant. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor for the balance of such Warrants. Prior to due presentment for registration of transfer hereof, the Company may deem and treat the Registered Holder as the absolute owner hereof and of each Warrant represented hereby (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Florida. This Warrant Certificate and the Registered Holder's rights hereunder are not assignable or transferable by the Registered Holder except in accordance with the Act and with the written consent of the Company which will not be unreasonably withheld. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by two of its officers thereunto duly authorized.
/s/ William W. Dolan ------------------------------William W. Dolan, Secretary /s/ Stephen A. Michael, President ---------------------------------Stephen A. Michael, President

EXHIBIT 10.55 STOCK OPTION THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate, Inc., a Nevada corporation ("SmartGate, Inc." or the "Company") pursuant to and under the SmartGate, Inc. 2000 EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN ("Plan"), a copy of which is attached hereto, has on July 26, 2000, granted to Nicole A. Longridge ("Holder") the right and option until July 26, 2007 to purchase 10,000 shares of Common Stock of SmartGate, Inc., at a purchase price of $3.00 per share. The shares, which may be purchased under this Option, are subject to vesting as follows: (i) one-third of the shares eligible for purchase hereunder shall be deemed vested as of July 26, 2000; (ii) another one-third of the shares eligible to be purchased hereunder shall be deemed vested on July 26, 2001 provided that Holder remains a Consultant to the Company through that date; and (iii) the final one-third of the shares eligible for purchase hereunder shall vest on July 26, 2002 provided that Holder remains a Consultant to the Company through that date. The Holder acknowledges and agrees that only shares which are vested may be purchased under this Option. In the event of an involuntary termination of the Holder by virtue of death of Holder, all shares under this Option shall be deemed fully vested. In the event of an involuntary termination of the Holder by the Company during the vesting period set forth above, only the shares which had vested in accordance with the vesting schedule set forth above at the time of the involuntary termination by the Company will be deemed vested upon such involuntary termination. In the event of a stock dividend, stock split, or capital reorganization resulting in the number of outstanding shares of Common Stock of the Company being changed, the applicable exercise price and number of shares provided in this Option shall be proportionately adjusted. In the event of a share-exchange, merger, or other business combination involving the Company and resulting in a change in control of the Company, all shares under this Option shall be deemed vested. In the event of the sale of all or substantially all of the assets or stock of the Company, or in the event of a liquidation or dissolution of the Company, all shares under this Option shall be deemed vested. The grant of this Option is made without registration under the Securities Act of 1933 by reason of a specific exemption. The Holder agrees that the Company's obligation to issue shares under this Option shall be contingent upon the Company receiving an opinion from securities

2 counsel for the Company that there exists a suitable exemption from registration under the Securities Act of 1933 and the appropriate state securities law for the issuance of shares which may be purchased by Holder hereunder ("Exemption"). If the Company determines a suitable Exemption exists, the Holder agrees that the Company may impose any conditions on the exercise of the Option as it deems necessary to satisfy the Exemption including but not limited to: (i) requiring the Holder, prior to each and every purchase of shares under this Option, to execute and fully abide by the provisions of the Letter of Investment Intent which is attached hereto; and (ii) requiring the Holder, if requested by the Company, to engage an investor representative to assist the Holder in evaluating the investment in the Company prior to the purchase of any shares hereunder. The Holder acknowledges and agrees that the representations and agreements Holder makes in the Letter of Investment Intent referenced above shall survive each closing of share purchases and issuance transactions between the Holder and the Company. If the Company is a "Reporting Company" under the Securities Act of 1934 at the time the Holder wishes to exercise and purchase shares hereunder, the Company, in its sole discretion, may elect to register the shares the Holder wishes to purchase so that the shares, when purchased under this Option, are freely tradable. If the Company elects to register the shares, such registration shall be at the Company's expense; however, the Holder acknowledges and agrees that the Company shall be under no obligation to undertake such registration. The purchase price for the shares purchased under this Option may be paid in cash or through the execution of a broker-assisted cashless exercise if applicable. As a condition to the issuance of shares of Common Stock of the Company under this Option, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under Federal, State, or Local law as a result of the exercise of this Option. This Option may not be transferred by the Holder other than by Will or the laws of descent and distribution. This Option may not be exercised by anyone other than the Holder or, in the case of the Holder's death, by the person to whom the rights of the Holder shall have passed by Will or the laws of descent and distribution. Neither the Holder nor any person to whom the rights of the Holder shall have passed by Will or the laws of descent and distribution shall have any of the rights of a shareholder with

3 respect to any shares of the Company's common stock until the purchase price for the shares has been paid to the Company. The Holder represents and warrants that he or she has been provided with the Plan which is attached hereto and has read and understands the Letter of Investment Intent which the Holder will be required to sign prior to the purchase of shares hereunder which is attached hereto, and that he or she has been advised or has had the opportunity to be advised by his or her own legal counsel as to the meaning and effect of this Stock Option Agreement, the Plan, and the Letter of Investment Intent, and of the rights and responsibilities in connection therewith, and of the consequences of any exercise of this Option. The Company has caused this Option Agreement to be executed in the name of the Company, by its corporate officers having been duly authorized and the Holder has hereunto set Holder's hand and seal as of the date and year first above written. SMARTGATE, INC. a Nevada corporation By: Its: AGREED TO AND ACCEPTED BY HOLDER: Nicole A. Longridge

EXHIBIT 10.56 STOCK OPTION THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate, Inc., a Nevada corporation ("SmartGate, Inc." or the "Company") pursuant to and under the SmartGate, Inc. 2000 EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN ("Plan"), a copy of which is attached hereto, has on July 26, 2000, granted to Duane Cameron ("Holder") the right and option until July 26, 2007 to purchase 10,000 shares of Common Stock of SmartGate, Inc., at a purchase price of $3.00 per share. The shares, which may be purchased under this Option, are subject to vesting as follows: (i) one-third of the shares eligible for purchase hereunder shall be deemed vested as of July 26, 2000; (ii) another one-third of the shares eligible to be purchased hereunder shall be deemed vested on July 26, 2001 provided that Holder remains a Consultant to the Company through that date; and (iii) the final one-third of the shares eligible for purchase hereunder shall vest on July 26, 2002 provided that Holder remains a Consultant to the Company through that date. The Holder acknowledges and agrees that only shares which are vested may be purchased under this Option. In the event of a stock dividend, stock split, or capital reorganization resulting in the number of outstanding shares of Common Stock of the Company being changed, the applicable exercise price and number of shares provided in this Option shall be proportionately adjusted. In the event of a share-exchange, merger, or other business combination involving the Company and resulting in a change in control of the Company, all shares under this Option shall be deemed vested. In the event of the sale of all or substantially all of the assets or stock of the Company, or in the event of a liquidation or dissolution of the Company, all shares under this Option shall be deemed vested. The grant of this Option is made without registration under the Securities Act of 1933 by reason of a specific exemption. The Holder agrees that the Company's obligation to issue shares under this Option shall be contingent upon the Company receiving an opinion from securities counsel for the Company that there exists a suitable exemption from registration under the Securities Act of 1933 and the appropriate state securities law for the issuance of shares which may be purchased by Holder hereunder ("Exemption"). If the Company determines a suitable Exemption exists, the Holder agrees that the Company may impose any conditions on the

2 exercise of the Option as it deems necessary to satisfy the Exemption including but not limited to: (i) requiring the Holder, prior to each and every purchase of shares under this Option, to execute and fully abide by the provisions of the Letter of Investment Intent which is attached hereto; and (ii) requiring the Holder, if requested by the Company, to engage an investor representative to assist the Holder in evaluating the investment in the Company prior to the purchase of any shares hereunder. The Holder acknowledges and agrees that the representations and agreements Holder makes in the Letter of Investment Intent referenced above shall survive each closing of share purchases and issuance transactions between the Holder and the Company. If the Company is a "Reporting Company" under the Securities Act of 1934 at the time the Holder wishes to exercise and purchase shares hereunder, the Company, in its sole discretion, may elect to register the shares the Holder wishes to purchase so that the shares, when purchased under this Option, are freely tradable. If the Company elects to register the shares, such registration shall be at the Company's expense; however, the Holder acknowledges and agrees that the Company shall be under no obligation to undertake such registration. The purchase price for the shares purchased under this Option may be paid in cash or through the execution of a broker-assisted cashless exercise if applicable. As a condition to the issuance of shares of Common Stock of the Company under this Option, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under Federal, State, or Local law as a result of the exercise of this Option. This Option may not be transferred by the Holder other than by Will or the laws of descent and distribution. This Option may not be exercised by anyone other than the Holder or, in the case of the Holder's death, by the person to whom the rights of the Holder shall have passed by Will or the laws of descent and distribution. Neither the Holder nor any person to whom the rights of the Holder shall have passed by Will or the laws of descent and distribution shall have any of the rights of a shareholder with respect to any shares of the Company's common stock until the purchase price for the shares has been paid to the Company. The Holder represents and warrants that he or she has been provided with the Plan which is attached hereto and has read and understands the Letter of Investment Intent which the Holder

3 will be required to sign prior to the purchase of shares hereunder which is attached hereto, and that he or she has been advised or has had the opportunity to be advised by his or her own legal counsel as to the meaning and effect of this Stock Option Agreement, the Plan, and the Letter of Investment Intent, and of the rights and responsibilities in connection therewith, and of the consequences of any exercise of this Option. The Company has caused this Option Agreement to be executed in the name of the Company, by its corporate officers having been duly authorized and the Holder has hereunto set Holder's hand and seal as of the date and year first above written. SMARTGATE, INC. a Nevada corporation By: Its: AGREED TO AND ACCEPTED BY HOLDER: Duane Cameron

EXHIBIT 10.57 INVISA, INC. 2003 INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 1.1 ESTABLISHMENT. The Invisa, Inc. 2003 Incentive Plan (the "PLAN") is hereby established effective as of January 2, 2003, by adoption of the Board provided it is approved within 12 months of this date by stockholders of the Company. Awards may be granted subject to stockholder approval, but may not be exercised or otherwise settled in the event stockholder approval is not obtained. 1.2 PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by encouraging and facilitating the ownership of Invisa, Inc. ("COMPANY") common stock by persons performing services for the Participating Company Group in order to enhance the ability of Invisa, Inc. to attract, retain and reward such persons and motivate them to contribute to the growth and profitability of the Participating Company Group. 1.3 TERM OF PLAN. The Plan shall be effective from the date that the Plan is adopted by the Board of Directors of the Company and shall continue in effect thereafter until the earlier of: (a) its termination by the Board; or (b) the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed; or (c) ten (10) years from its effective date. All Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the shareholders of the Company. 2. DEFINITIONS AND CONSTRUCTION. 2.1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth below: (a) "AWARD" means any award or grant of Restricted Shares or Options under the Plan. (b) "BENEFICIARY" means the person, persons, trust, or trusts entitled by will or by the laws of descent, to exercise a Participant's Option or other rights under the Plan after the Participant's death. (c) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "BOARD" also means such Committee(s). (d) A "CHANGE IN CONTROL" shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a "TRANSACTION") wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction involving the sale, exchange or transfer of all or substantially all of the Company's assets, the corporation or other business entity to which the assets of the Company were transferred (the "TRANSFEREE"), as the

2 case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities, which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. (e) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. (f) "COMMITTEE" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. (g) "COMPANY" means Invisa, Inc., a Nevada corporation, or any successor corporation thereto. (h) "CONSULTANT" means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company. (i) "DIRECTOR" means a member of the Board or of the board of directors of any other Participating Company. (j) "DISABILITY" means the inability of the Participant to perform the major duties of the Participant's position with the Participating Company Group because of the sickness or injury of the Participant. The determination of whether or not a Participant is Disabled for purposes of this Plan shall be made by, and at the sole discretion of, the Committee. (k) "EMPLOYEE" means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director's fee shall alone be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the sole exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual's employment or termination of employment, as the case may be. For purposes of an individual's rights, if any, under the Plan as of the time of the Company's determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination. (l) "FAIR MARKET VALUE" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. (m) "INCENTIVE STOCK OPTION" means an Option intended to be (as set forth in the Option Agreement), and which qualifies as, an incentive stock option within the meaning of Section 422(b) of the Code.

3 (n) "NONQUALIFIED STOCK OPTION" means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option. (o) "OFFICER" means any person designated by the Board as an officer of the Company. (p) "OPTION" means a right to purchase Stock pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option. (q) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions pertaining to the Option granted to the Optionee and to any shares of Stock acquired upon the exercise thereof. (r) "OPTIONEE" means a Participant who has been awarded one or more Options. (s) An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. (t) "PARENT CORPORATION" means any present or future "parent corporation" of the Company, as defined in Section 424(e) of the Code. (u) "PARTICIPANT" means any Employee, Consultant or Director to whom an Award has been made under the Plan. (v) "PARTICIPATING COMPANY" means the Company or any Parent Corporation or Subsidiary Corporation. (w) "PARTICIPATING COMPANY GROUP" means, at any point in time, all corporations collectively which are then Participating Companies. (X) "RESTRICTED SHARES" means shares awarded pursuant to a "RESTRICTED SHARE AGREEMENT" between the Company and Participant setting forth the terms, conditions or restrictions applicable to an Award of shares of Stock under the Plan. (y) "SERVICE" means a Participant's employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant's Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant's Service. Furthermore, a Participant's Service with the Participating Company Group shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Participant's Service shall be deemed to have terminated unless the Participant's right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated

4 as Service for purposes of determining vesting under the Participant's Option or Restricted Shares Agreement. The Participant's Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant's Service has terminated and the effective date of such termination. (z) "STOCK" means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2. Such Stock may be unrestricted or, at the sole discretion of the Board, be made subject to restrictions relating to employment and transferability. (aa) "SUBSIDIARY CORPORATION" means any present or future "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code. (bb) "TEN PERCENT OWNER OPTIONEE" means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code. (cc) "VEST" or "VESTING", with respect to Options, means the date, event, or act prior to which an Award is not, in whole or in part, exercisable except at the sole discretion of the Board. With respect to Restricted Shares, "Vest" or "Vesting" shall mean the date, event, or act prior to which an Award is, in whole or in part, forfeitable. 2.2 CONSTRUCTION. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 3. ADMINISTRATION. 3.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option, Restricted Share, or other right awarded hereunder shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or in such Option or right. 3.2 AUTHORITY OF OFFICERS. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of, or which is allocated to, the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. 3.3 POWERS OF THE BOARD. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion to: (a) determine the persons to whom, and the time or times at which, Awards shall be granted, the types of Awards to be granted, and the number of shares of Stock to be subject to each Award; (b) determine the terms, conditions and restrictions applicable to Awards; approve one or more forms of Option, or Restricted Share Agreements;

5 (c) amend, modify, extend, cancel or renew any Option or waive any restrictions or conditions applicable to any Option or applicable to any shares of Stock awarded or acquired upon the exercise thereof; (d) correct any defect, supply any omission, or reconcile any inconsistency and take such other actions with respect to the Plan as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 4. SHARES SUBJECT TO PLAN. 4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be one million five hundred thousand (1,500,000) and shall consist of authorized but unissued or reacquired shares of Stock, treasury shares, or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise or Award of an Option or Restricted Share Agreement subject to a Company repurchase option and are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan. 4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Options, in the Share Issuance Limit set forth in Section 4.1, in the exercise price per share of any outstanding Options. 5. ELIGIBILITY AND LIMITATIONS. 5.1 PERSONS ELIGIBLE. Awards may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, "Employees," "Consultants", and "Directors" shall include prospective Employees, prospective Consultants, and prospective Directors to whom Options and Restricted Shares may be awarded in connection with written offers of an employment or other service relationship with the Participating Company Group. 5.2 OPTION AWARD RESTRICTIONS. Any person who is not an Employee on the effective date of the Award of an Option to such person may be awarded only a Nonqualified Stock Option. An Incentive Stock Option awarded to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company. 5.3 FAIR MARKET VALUE LIMITATION. To the extent that Options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for Stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such Options which exceed such amount shall be treated as Nonqualified Stock Options. For purposes of this Section 5.3, Options designated as Incentive Stock Options shall be taken into account in the order in which they were awarded, and the Fair

6 Market Value of Stock shall be determined as of the time the Option with respect to such Stock was awarded. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonqualified Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. 6. TERMS AND CONDITIONS OF OPTIONS AND RESTRICTED SHARES. 6.1 AWARD AGREEMENTS. Options shall be evidenced by option agreements specifying the nature and number of shares of Stock covered thereby, and shall exist in such form, as the Board shall from time to time establish. An Award of Restricted Shares shall be evidenced by a Restricted Share Agreement specifying the number of shares issued and the restrictions thereon, and shall exist in such form, as the Board shall, from time to time, approve. Such agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the terms and conditions herein. 6.2 OPTION VESTING AND EXERCISE PRICE. Each Option Agreement shall include a Vesting schedule describing the date, event, or act upon which an Option shall vest, in whole or in part, with respect to all or a specified portion of the shares covered by such Option. Each Option Agreement shall also convey the exercise price for each Option or the means by which such price shall be established, with such exercise price or method of establishment being established in the discretion of the Board; provided, however, that: (a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (b) no Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. 6.3 EXERCISEABILITY AND TERM OF OPTIONS. Options shall be exercisable as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option awarded to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (c) no Option awarded to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. 6.4 PAYMENT OF OPTION EXERCISE PRICE. (a) FORMS OF CONSIDERATION AUTHORIZED. (i) Payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made in cash, by check or cash equivalent; or.

7 (ii) By such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law. (b) LIMITATIONS ON FORMS OF CONSIDERATION. (i) CASHLESS EXERCISE. The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. (ii) PAYMENT BY PROMISSORY NOTE. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms, as the Board shall determine. The Board shall have the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. 6.5 TAX WITHHOLDING. Upon the exercise of an Option or upon the vesting of Restricted Shares, the Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Restricted Stock, Option, or the Stock acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Restricted Stock, Option, or the shares acquired upon the exercise thereof. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to any Agreement entered hereunder until the Participating Company Group's tax withholding obligations have been satisfied by the Participant. 6.6 STOCK RESTRICTIONS. Shares issued under the Plan shall be subject to a right of first refusal; one or more repurchase options; and such other conditions and restrictions as determined by the Board in its discretion at the time an Option or Restricted Share Award is made. (a) REPURCHASE RIGHTS. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. (b) SERVICE VESTING AND TRANSFERABILITY. The Company shall have the right, at the time of the Award, to place restrictions on Awards including upon shares issued upon the exercise of an Option.

8 (C) RESTRICTED SHARE AWARDS. Subject to and consistent with the provisions of this Plan, each Restricted Share shall be evidenced by a written Agreement setting forth the terms and conditions pertaining to such Award, including the number of shares awarded. Unless otherwise required by statute, Restricted Shares may be awarded with or without payment of consideration by the Participant. Each Restricted Share Agreement shall include a Vesting schedule describing the date, event, or act upon which Restricted Shares shall Vest, in whole or in part, with respect to all or a specified portion of the Shares covered by the Award. No Restricted Share not yet Vested is assignable or transferable and any attempt at transfer or assignment of such Share, and any attempt by a creditor to attach such Share, shall be null and void. Until the date a Stock certificate is issued to a Participant, a Participant will have no rights as a stockholder of the Company. No adjustments shall be made for dividends of any kind or nature, distributions, or other rights for which the record date is prior to the date such Stock certificate is issued. Consistent with the provisions of this Plan, the Board may in its discretion modify, extend, or renew any Restricted Share Agreement, or accept cancellation of same in exchange for the granting of a new Award. The preceding not withstanding, no modification of a Restricted Share Agreement which is not vested shall, absent the consent of the Participant, alter or impair any rights or obligations with respect to such Agreement. 6.7 EFFECT OF TERMINATION OF SERVICE. (a) RESTRICTED SHARES. If a Participant's Service terminates for any reason other than as a result of a Change in Control, such Participant's Restricted Shares, which are not vested at the time of Service, termination shall be forfeited. If a Participant's service terminates because of a Change of Control and if an amount to be received by a Participant from this Plan would otherwise constitute a "parachute payment" as defined in section 280G(b)(2) of the Code, then any accelerated Vesting due to a Change of Control or subsequent termination of the Participant's Service shall be limited to the amount of Vesting that permits the Participant to receive, after application of the excise tax imposed by section 4999 of the Code, the greater of: (1) A total parachute payment that equals 2.99 times the Participant's base amount, as determined under section 280G of the Code; or (2) Full Vesting of all unvested Restricted Shares as of the date of the Participant's termination of employment. (b) OPTIONS. Subject to earlier termination of the Option as otherwise provided herein, and unless otherwise provided by the Board in an Award and set forth in the Agreement related thereto, an Option shall be exercisable after a Participant's termination of Service only during the applicable time period determined in accordance with the following provisions of this Section 6.7(b) and thereafter shall terminate: (i) DISABILITY. If the Participant's Service terminates because of the Disability of the Participant, an Option, to the extent unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the date of expiration of the Option's term as set forth in the Agreement evidencing such Option (the "EXPIRATION DATE"). (ii) DEATH. If the Participant's Service terminates because of the death of the Participant, an Option, to the extent unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant's legal representative or

9 other person who acquired the right to exercise the Option or Right by reason of the Participant's death at any time prior to the expiration of twelve (12) months after the date on which the Participant's Service terminated, but in any event no later than the Expiration Date. The Participant's Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months (or such longer period of time as determined by the Board, in its discretion) after the Participant's termination of Service. (iii) OTHER TERMINATION OF SERVICE. If the Participant's Service terminates for any reason, except Disability or death, an Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Participant's Service terminated, but in no event any later than the Expiration Date. (c) RESERVATION OF RIGHTS. The grant of Awards under the Plan shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 6.8 TRANSFERABILITY OF OPTIONS. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or by the Participant's guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its sole discretion, and as set forth in the Option Agreement evidencing such Option, a Nonqualified Stock Option shall be assignable or transferable. 7. CHANGE IN CONTROL. 7.1 EFFECT OF CHANGE IN CONTROL ON OPTIONS AND STOCK APPRECIATION RIGHTS. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the "ACQUIRING CORPORATION"), may, without the consent of any Participant, either assume the Company's rights and obligations under outstanding Options and Stock Appreciation Rights or substitute for such outstanding Options and Rights substantially equivalent options or rights for, or in relation to, the Acquiring Corporation's stock. 7.2 EFFECT OF CHANGE OF CONTROL ON RESTRICTED SHARE RIGHTS. (a) Restricted Shares outstanding under the Plan at the time of a Change in Control shall automatically Vest in full immediately prior to the effective date of such Change in Control and will no longer be subject to forfeiture risk or to any repurchase right. However, Restricted Shares shall not vest on an accelerated basis as a result of a Change in Control if and to the extent: (i) such Restricted Share Award, having been assumed by the successor corporation (or parent thereof), is replaced with shares of the capital stock of the successor corporation subject to substantially equivalent restrictions or is otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, and any repurchase rights of the Company with respect to any unvested Restricted Shares are concurrently assigned to such successor corporation (or parent thereof) or otherwise continued in effect; or

10 (ii) such Restricted Shares are to be replaced with a cash incentive program of the Company or any successor corporation which preserves the value existing on the unvested Restricted Shares at the time of the Change in Control and provides for subsequent payout in accordance with the same Vesting schedule applicable to those unvested Restricted Shares; or (iii) the acceleration of such Restricted Share is subject to other limitations imposed by the Plan Administrator at the time of the Restricted Share grant. (b) Should, in the course of a Change in Control, the actual holders of the Company's outstanding Stock receive cash consideration in exchange for such Stock, the successor corporation may, in connection with the replacement of the outstanding Restricted Shares under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Stock in such Change in Control and subject to substantially equivalent restrictions as were in effect for the Restricted Shares immediately before the Change in Control. (c) The foregoing notwithstanding, the Board shall have the discretion, exercisable either at the time the Restricted Shares are granted or at any time while the Restricted Shares remain unvested, to structure one or more Restricted Shares so that those Restricted Shares shall automatically accelerate and Vest in full upon the occurrence of a Change in Control. The Board shall also have full power and authority, exercisable either at the time the Restricted Shares are granted or at any time while the Restricted Shares remain unvested, to structure such Restricted Share so that the shares will automatically Vest on an accelerated basis should the Participant's employment or service terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control in which the Restricted Shares do not otherwise Vest. In addition, the Plan Administrator may provide that one or more of the Company's outstanding repurchase rights with respect to Restricted Shares held by the Participant at the time of such Involuntary Termination shall immediately terminate on an accelerated basis, and the Restricted Shares subject to those terminated rights shall accordingly Vest at that time. (i) For purposes of this Section 7.2(c), an "INVOLUNTARY TERMINATION" shall mean the termination of the Participant's service which occurs by reason of: (1) such individual's involuntary dismissal or discharge by the Company for reasons other than Misconduct, or (2) such individual's voluntary resignation following (A) a change in his or her position with the Company which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (3) a relocation of such individual's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without the individual's consent. (ii) "MISCONDUCT" shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company or any other intentional misconduct by such person adversely affecting the business or affairs of the Company in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company may consider as grounds for the dismissal or discharge of any Participant or other person in the Company's service.

11 8. PROVISION OF INFORMATION. At least annually, copies of the Company's balance sheet and income statement for the just completed fiscal year shall be made available to each Participant. 9. TERMINATION OR AMENDMENT OF PLAN. The Plan shall terminate ten (10) years from its effective date. The Board may terminate or amend the Plan at any time. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Board. 10. REPURCHASE AND FIRST REFUSAL RIGHTS. 10.1 REPURCHASE RIGHTS. Should the Participant cease to be employed by or provide services to the Company while holding one or more shares of Stock issued pursuant to the exercise of an Option granted under this Plan or pursuant to a Stock Award under the Plan, then those shares, to the extent any Restricted Shares are no longer subject to forfeiture, shall be subject to repurchase by the Company, at the Company's sole discretion, at the Fair Market Value of such shares on the date of such repurchase which cannot be less than six months from the date of issuance of the shares and the Participant shall have no further shareholder rights with respect to those shares. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise and any exception to the holding period) shall be established by the Board. 10.2 FIRST REFUSAL RIGHTS. If imposed in the agreement, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by the holder of any shares of Stock issued pursuant to an Award granted under the Plan. Such right of first refusal shall be exercisable in accordance with terms and conditions established by the Board. 11. MISCELLANEOUS PROVISIONS. 11.1 NO RIGHTS OF SHAREHOLDER. Prior to the date on which an Option is exercised, neither the Participant, nor a Beneficiary or any other successor in interest will be, or will have any of the rights and privileges of, a shareholder with respect to any Stock issuable upon the exercise of such Option. 11.2 NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained herein shall be deemed to give any person any right to employment by the Company or by a Participating Company, or to interfere with the right of the Company or a Participating Company to discharge any person at any time without regard to the effect that such discharge will have upon such person's rights or potential rights, if any, under the Plan. The provisions of the Plan are in addition to, and not a limitation on, any rights a Participant may have against the Company or a Participating Company by reason of any employment or other agreement with the Company or a Participating Company. 11.3 SEVERABILITY. If any provision of this Plan is held to be illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and are to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision or provisions did not exist.

12 IN WITNESS WHEREOF, the undersigned officer of the Company certifies that the foregoing sets forth the Invisa, Inc. 2003 Incentive Plan as duly adopted by the Board as of January 2, 2003.
/s/ William W. Dolan ----------------------------------------William W. Dolan, Secretary

EXHIBIT 10.58 INVISA INC. 2003 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Option Agreement Number: Date of Grant/Award: Name of Optionee: Optionee's Social Security Number: Initial Vesting Date: Initial Exercise Date: Expiration Date: N-001 May 13, 2003 Joseph F. Movizzo 000-00-0000 June 30, 2003 June 30, 2003 May 12, 2010 (the "Option Term")

1. Dated as of the above-stated Date of Grant/Award (the "Grant Date") a Stock Option (the "Option") is hereby granted to the above-named Optionee pursuant to the Invisa, Inc. 2003 Incentive Plan (the "Plan"). The Award of this Option conveys to the Participant the right to purchase from Invisa, Inc. (the "Company") up to Eighty Thousand (80,000) shares of Stock (the "Option Shares") under the Plan at an exercise price of $3.00 per share. The Option awarded hereunder is intended to be a nonqualified stock option subject upon its exercise to treatment, for tax purposes, under Section 83 of the Internal Revenue Code, and is specifically not intended to be treated as an Incentive Stock Option as such term is defined under Section 422 of the Internal Revenue Code. 2. Except as specifically provided herein, the rights of the Optionee, or of any other person entitled to exercise the Option, are governed by the terms and provisions of the Plan. The Option is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Company shall interpret and construe the Plan and this Option Agreement with respect to any issue arising thereunder or hereunder, and such interpretations and determinations by the Company shall be conclusive and will bind the parties hereto and any other person claiming an interest hereunder. 3. To the extent not previously exercised, the Option and all rights with respect thereto, shall terminate and become null and void when the Option Term expires. 4. Following any termination of Service with respect to the Optionee, the Option shall be exercisable only during the following timeframes: (a) DISABILITY. If the Optionee's Service terminates because of the Optionee becomes disabled, the Option, to the extent unexercised and exercisable on the date on which Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires.

2 (b) DEATH. If Service terminates because the Optionee dies, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service thus terminated, may be exercised at any time during the twelve (12) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. The Optionee's Service shall be deemed to have terminated on account of the Optionee's death if the Optionee dies within three (3) months of the Optionee's termination of Service for any other reason. (c) OTHER TERMINATION OF SERVICE. If the Optionee's Service terminates for reasons other than those specifically enumerated, to the extent the Option remains unexercised and exercisable by the Optionee on the date on which the Optionee's Service thus terminated, the Option may be exercised at any time during the three (3) month period immediately following the date on which the Optionee's Service thus terminated, but in no event any later than the date the Option Term expires. 5. Following the Initial Exercise Date, but subject to such further limitations provided for herein as may apply, the Option shall become exercisable as to all or any part of the Option Shares ("Vested Shares") awarded in accordance with the following Vested Ratio schedule:
Number of Shares of Stock ------------------------5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 55,000 60,000 65,000 70,000 75,000 80,000 Vesting Date -----------June 30, 2003 September 30, 2003 December 31, 2003 March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004 March 31, 2005 June 30, 2005 September 30, 2005 December 31, 2005 March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006 March 31, 2007

There shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date, except that in the event of a Change in Control, this Option shall be deemed fully vested. 6. The Option may be exercised with respect to all or any part of the number of Vested Shares by the giving of written notice ("Notice") of the Optionee's intent to exercise to the Company at least five days prior to the date on which exercise is to occur. The Notice shall specify the exercise date and the number of Option Shares as to which the Option is to be exercised. Full payment of the Option exercise price by any of the means of consideration provided for under the Plan shall be made on or before the exercise date specified in the Notice. Such full payment having occurred on or before the

3 exercise date specified in the Notice, or as soon thereafter as is practicable, the Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased. If the Optionee fails to pay for any of the Option Shares specified in the Notice, or fails to accept delivery of Option Shares, the Optionee's right to purchase such Option Shares may be terminated by the Company. 7. During the Optionee's lifetime, the Option granted hereunder shall be exercisable only by the Optionee or by any guardian or legal representative of the Optionee, and the Option shall not be transferable except, in the case of the death of the Optionee, by will or by the laws of descent and distribution, nor shall the Option be subject to attachment, execution or other similar process. 8. The Company may unilaterally amend the Option Award at any time if the Company determines, in its sole discretion, that amendment is necessary or advisable in light of any applicable addition to or change in the Internal Revenue Code, any regulations issued thereunder, or any federal or state securities law or other applicable law or regulation. 9. Until the date a Stock certificate is issued to an Optionee, an Optionee shall have no rights as a stockholder with respect to the shares of Stock subject to Award under this ISO Agreement, and no adjustments shall be made for dividends of any kind or nature, distributions, or other rights for which the record date is prior to the date such Stock certificate is issued. 10. The Optionee acknowledges having received and read a copy of the Plan and this Agreement and agrees to comply with all laws, rules and regulations applicable to the Award and to the sale or other disposition of the Stock of the Company received. 11. In the event the Optionee should cease to be employed by or to provide Services to the Company, the Company hereby reserves a right to repurchase from Optionee, at its sole discretion, any or all shares issued to Optionee under the Plan which have been outstanding in excess of six months. Company is to pay to Optionee under such repurchase the Fair Market Value of the shares on the date of such repurchase and Optionee will, from that point onward, have no further shareholder rights with respect to those shares. The Company hereby reserves a right of first refusal on all the awarded shares which have been outstanding in excess of six months. During this time, prior to selling any shares, the Optionee must notify the Company, in writing, of the terms of the transaction in which the Optionee proposes to sell the shares. Such notice shall be supported by a bona fide formal letter of arrangement. The bona fide formal letter of arrangement must include (i) all of the terms of the transaction, (ii) a description of any financing arrangements related to the transaction, and (iii) full disclosure of all parties, whether agent or principal, who are interested in the transaction. The Company shall have sixty (60) days to determine if it or other stockholders in the Company will purchase the shares. The Company shall respond by the sixtieth (60th) day after receipt of the Optionee's notice or forfeit its rights under this paragraph.

4 If the Company decides that neither it nor any other stockholders in the Company shall purchase the shares, the Optionee must engage in the transaction as described in the notice provided to the Company within sixty (60) days; otherwise, the Company's first refusal right shall again be applicable to any subsequently proposed sale of the shares. 12. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its Secretary at its executive offices located at 4400 Independence Court, Sarasota, Florida 34234, and any notice to the Optionee shall be addressed to the Optionee at the address currently shown on the payroll records of the Company. Any notice shall be deemed duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. IN WITNESS WHEREOF, Invisa, Inc. has caused its duly authorized officers to execute this nonqualified Stock Option Agreement, and the Optionee has placed his or her signature hereon, effective as of the Grant Date. INVISA, INC. Attest:
/s/ Stephen A. Michael -------------------------------Title: President By:

ACCEPTED AND AGREED TO:
By: /s/ Joseph F. Movizzo -------------------------------Joseph F. Movizzo, Optionee

LETTER OF INVESTMENT INTENT Invisa, Inc. 4400 Independence Court Sarasota, FL 34234 Dear Corporate Personnel: In connection with the issuance to me of shares of Common Stock ("Shares") of Invisa, Inc. ("Company") which I may purchase under that certain Stock Option granted to me on May 13, 2003 to which this Letter of Investment Intent is attached ("Option"), I represent the following: The Shares are being acquired by me for investment and not with a view to, or for resale in connection with, any distribution of those Shares. I intend to hold the Shares issued to me for investment for my own account and I do not presently intend to dispose of all or any part of those Shares. I understand that the Shares issued to me will not have been registered under the Securities Act of 1933, as amended (the "Act'), by reason of a specific exemption under the provisions of the Act. I understand that: the Company has no obligation to me to register any or all the Shares under the Act for distribution. I understand and accept that an investment in the Company involves a high degree of risk and is only suitable for investors willing and able to accept the long-term and non-transferable nature of the investment and the potential risk that the entire amount invested may be lost. I have engaged an investor representative or I am a sophisticated businessperson and investor and have the experience and knowledge necessary to enable me to evaluate the risks and merits involved in the purchase of the Company's stock. Because of my or my investor representative's business knowledge and experience, I do not require a formal disclosure document, prospectus or private placement memorandum in connection with the purchase of the Company's stock.

I or my investor representative are relying upon our own independent investigation in connection with the purchase of the Company's stock. In connection therewith, I have had access to all books and financial records of the Company, all materials, contracts and documents relating to the Company, and the right to ask questions of officers, directors, consultants and other parties associated with the Company. I or my investor representative have sufficient knowledge and experience in financial and business matters to evaluate the potential risk of this investment and that I have been afforded access to all information concerning the Company that I have reasonably requested. I have received the following right of rescission disclosure from the Company: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. EACH OFFEREE WHO IS A FLORIDA RESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(a)5 OF THE FLORIDA SECURITIES ACT PROVIDES AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS STATE, ANY SALE IN THIS STATE MADE PURSUANT TO THIS SUBSECTION IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." I agree as follows: In the event of an Initial Public Offering of the Company's stock, the Shares issued to me shall be subject to any Lock-Up Agreement agreed to by the Company and imposed by the underwriter upon the holders of the Company's stock. I agree to enter and execute any such documents as may be reasonably necessary to effectuate such Lock-Up Agreement required by the underwriter engaged by the Company. I further agree that my failure to execute such Lock-Up Agreement within twenty days of tender of such Lock-Up Agreement to me shall entitle the Company to repurchase my Shares for the purchase price I paid per share. The Shares may not be sold, assigned, transferred, conveyed, pledged, or hypothecated to any party without, at the Company's option, an opinion from securities counsel for the Company or counsel for me if acceptable to the Company that such transfer or conveyance does not violate federal or applicable state securities laws or in the alternative, a Registration Statement is in effect with the Securities and Exchange Commission and applicable state securities departments covering said conveyance. The following legends shall be placed on the certificate or certificates delivered to me or any substitute therefor: "THE SHARES OF STOCK (THE "SHARES") EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, RIGHT OF REPURCHASE, AND LOCK-UP PROVISIONS (COLLECTIVELY THE "RESTRICTIONS") CONTAINED IN AN AGREEMENT ENTERED INTO BY THE CORPORATION AND THE NAMED HOLDER OF THIS CERTIFICATE ("AGREEMENT"). THE SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR HYPOTHECATED TO ANY PARTY EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED IN THE AGREEMENT. A COPY OF THE RESTRICTIONS CONTAINED IN THE AGREEMENT IS AVAILABLE FROM THE CORPORATION WITHOUT CHARGE UPON REQUEST.

THE SHARES OF STOCK (THE "SHARES") EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAW. NO RESALES, PLEDGES, HYPOTHECATIONS OR OTHER TRANSFERS OF THE SHARES EVIDENCED BY THIS CERTIFICATE SHALL BE MADE AT ANY TIME WHATSOEVER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UPON THE ISSUANCE OF A FAVORABLE OPINION OF THE CORPORATION'S LEGAL COUNSEL OR OF LEGAL COUNSEL ACCEPTABLE TO THE CORPORATION THAT THE RESALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF SUCH SHARES SHALL NOT BE IN VIOLATION OF THE ACT, OR ANY STATE SECURITIES ACT." The Company may place a stop-transfer order with the Company's transfer agent prohibiting transfer of the Shares until the above conditions and terms have been fulfilled. The Company's obligation to issue shares to me under the Option is contingent upon my signing and delivering to the Company this Letter of Investment Intent simultaneously with the purchase price for the shares. I understand and agree that my representations and warranties and agreements in this Letter of Investment Intent shall survive the closing of the share purchase and issuance transactions between me and the Company resulting from my exercise(s) of the Option. Very truly yours, ACCEPTED:

Invisa, Inc. By:

EXHIBIT 10.59 CONSULTING AGREEMENT This Agreement made this 6th day of March, 2003, by and between Crescent Fund, Inc., a Texas corporation, whose address is 67 Wall Street, 22nd Floor, New York, New York 10005, hereinafter referred to as "CRESCENT" or "Consultant" and Invisa, Inc., a Nevada corporation, its agents, successors or assigns, hereinafter referred to as "INVISA" or "Client" or "Company", whose address is 4400 Independence Court, Sarasota, Florida 34234. Whereas Consultant is in the business of providing management consulting services to businesses in an effort to obtain capital from third parties for business use, including equipment leasing, purchase order and/or contract financing, factoring and financing for land and buildings utilizing instruments of debt and/or equity and whereas Client desires to retain Consultant for the following purposes: Institutional investor relations services and to attempt to arrange financing for the purpose of working capital. For and in consideration of mutual benefits, detriments, and promises, and the cross considerations hereinafter set forth, the adequacy of which is hereby acknowledged, the parties hereto, CRESCENT and INVISA, collectively "THE PARTIES", hereby covenant and agree as follows: 1. Services a. CRESCENT is hereby engaged to provide Public Relations and market support services including serving as an investment banking liaison, introducing and presenting the Company to securities brokerage firms and institutional investors, obtaining write ups about the company and acting as an institutional public relations consultant for a six month period from the date hereof. Under the direction of the Company, Consultant shall perform its services in coordination with G.M. Capital Partners, the Company's international investor relations consultant and Hawk Associates, the Company's domestic investor relations consultant. b. CRESCENT is hereby engaged by INVISA to provide capital funding services including serving as an investment banking liaison, and acting as capital consultant for a six month period from the date hereof. CRESCENT shall contact institutional investors, arrange presentation of the Company, assist in restructuring INVISA'S business plan for presentation, and arrange conferences with capital sources. c. CRESCENT is further engaged to provide capital structure consulting to include working capital, equipment financing, consulting services to INVISA for a six month period from the date hereof. 2. Compensation Consulting Agreement - Page 1 of 6

a. INVISA hereby agrees during the term of this agreement, subject to termination as hereinafter provided, to pay CRESCENT for the services set forth in Paragraph 1, the following non-refundable retainer items: 1. A. The shares of the company's common stock described in subparagraphs B, C, D and E below (the "Shares"). For a period of twelve months from the date hereof, Consultant shall not directly or indirectly sale, assign, transfer or otherwise dispose of any of the Shares for consideration less than $4.10 cash per share. Consultant agrees to provide the Company with monthly verification of its ownership position in the Company's stock and the terms of any sale or assignment of the Shares. Consultant may assign the Shares provided the assignee consents in writing to comply with the conditions of this agreement relating to said Shares; B. 7,143 shares of restricted stock with registration rights (or in the Company's discretion $25,000 in cash) shall be delivered to Consultant on April 5, 2003; C. 7,142 shares of restricted stock with registration rights shares rights (or in the Company's discretion $25,000 in cash) shall be delivered to Consultant on May 5, 2003; D. 7,142 shares of restricted stock with registration rights (or in the Company's discretion $25,000 in cash) shall be delivered on June 5, 2003; and E. 7,142 shares of restricted stock with registration rights (or in the Company's discretion $25,000 in cash) shall be delivered on July 5, 2003. b. Recognizing that CRESCENT has extensive sources of venture capital, coupled with brokerage industry contacts, INVISA hereby agrees to pay CRESCENT for the consulting services set forth in Paragraph 1 in the form of a success fee of seven percent (7%) in cash of the amount of cash financing raised as a result of investors Introduced by Consultant during the term of this Agreement ("Finders Fee"). The Company has sole discretion to accept or reject any investor or any proposed financing Introduced by Consultant and the Finders Fee shall only be paid for cash financing accepted by the Company in the exercise of its discretion. In the event that other nonaffiliated parties are entitled to compensation or fees as a result of any proposed financing Introduced by Consultant, the Finders Fee payable to Consultant hereunder shall be automatically reduced so that the aggregate fees/compensation to all parties including Consultant do not exceed twelve per cent of the cash funding received by the Company from the financing introduced by Consultant. The Company is not a party to any agreement that would reduce a Finder's Fee due to Consultant for any party or transaction Introduced by Consultant hereunder. Such Finders Fees shall be due as the time the Company receives the cash funds from Consulting Agreement - Page 2 of 6

any such financing in which CRESCENT has acted as the introducing person. Should the Company wish to engage Consultant to assist in any merger or acquisition project, the parties will exercise good faith to negotiate a separate compensation/fee to cover such project which may include a success fee and, pending such written arrangement, Consultant shall not be authorized to represent the Company or be compensated by the Company for introductions which result in any merger or acquisition. INVISA shall pay all out-of-pocket expenses related to the services set forth in Paragraph 1 above, subject to written budget approval by INVISA prior to incurring the expense. d. The Company agrees, represents and warrants hereby that it shall not circumvent Consultant with respect to any banking or lending institution, investment bank, trust, corporation, individual or investor Introduced by Consultant to the Company nor with respect to any financing transaction Introduced by Consultant pursuant to the terms of this Agreement for a period of one (1) year from the date of execution of this Agreement. For Consultant to be deemed to have Introduced a potential investor or financing transaction under this Agreement including but not limited to Paragraphs 2(b) and 2(d), Consultant must submit to the Company a written record the name of the party or transaction to be Introduced by it and the Company shall have one (1) business day to reject the Introduction in writing by informing Consultant that the company has or is already seeking an existing relationship or introduction to the party ("Introduced by Consultant"). In the absence of a written rejection by the Company, Consultant shall be deemed to be the Introducer of the recorded party or transaction for purposes of this Agreement. Notwithstanding the forgoing, because the Company anticipates that it may establish relationships with numerous securities broker-dealers in the future, parties Introduced by Consultant will not include any securities broker-dealers registered with the NASD unless the Company expressly consents thereto in writing. 3. Termination of Agreement This Consulting Agreement may not be terminated by either party prior to the expiration of the term provided herein above, except as follows: a. Either party may terminate on ten (10) days written notice after April 6, 2003; b. Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary; c. Upon the other party taking the benefit of any insolvency law; d. Upon the other party having or applying for a receiver appointed for either party; and/or e. Mutual consent of the parties. Consulting Agreement - Page 3 of 6

4. Notices All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given by either certified mail, express mail or other overnight courier service. Notices shall be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and/or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice. 5. Attorney Fees In the event either party is in default of the terms or conditions of this Consulting Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorneys fees, expenses and court costs through trial, appeal and to final disposition. 6. Time is of the Essence Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder. 7. Inurement This Consulting Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns. 8. Entire Agreement This Consulting Agreement contains the entire agreement of THE PARTIES. It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement. This Agreement supercedes all previous agreements. 9. Amendments This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon by and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES. Consulting Agreement - Page 4 of 6

10. Waivers No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition. 11. Non-Waiver The failure of either party, at any time, to require any such performance by any other party shall not be construed as a waiver of such right to require such performance, and shall in no way affect such party's right to require such performance and shall in no way affect such party's right subsequently to require a full performance hereunder. 12. Construction of Agreement Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 13. Applicable Law THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF TEXAS FOR WHICH THE COURTS IN DALLAS COUNTY, TEXAS SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE. 14. Counterparts This Agreement may be executed in a number of identical counterparts. Each such counterpart is deemed an original for all purposes and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart. 15. Facsimile A facsimile copy of this Agreement is acceptable. Consulting Agreement - Page 5 of 6

16. Acceptance of Agreement. Unless both parties have signed this Agreement within ten (10) business days of the date listed above, this Agreement shall be deemed automatically withdrawn and terminated. IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution of this Consulting Agreement this 6th day of March, 2003, by and between: CRESCENT FUND, INC. INVISA, INC., a Texas corporation a Nevada corporation
By: /s/ Melanie Gee ----------------------Melanie Gee, President March 14, 2003 --------------------------By: /s/ Stephen A. Michael, President ----------------------------------Steve Michael, President CEO

Date:

Date: 3-18-03 -----------------------------------

Consulting Agreement - Page 6 of 6

EXHIBIT 10.60 AGREEMENT THIS AGREEMENT (the "Agreement") is made as of April 24, 2003 by and between Invisa, Inc. ("Invisa") and Mr. Alan A. Feldman and/or assignees ("Investor"). R E C I T A L S: WHEREAS, Invisa is desirous of having unconditional access to capital necessary to meet its requirements over the next 12 months; and WHEREAS, Investor is desirous of providing capital to Invisa during the next 12-month period pursuant to the terms of this Agreement; and WHEREAS, the parties wish to enter into this Agreement as the definitive agreement and understanding between the parties to set forth the terms and conditions of Investor's investment in Invisa. NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree as follows: 1. INVESTMENT COMMITMENT - For a fee of $10,000 cash US paid at Closing, Investor shall invest USD $1,200,000 in Invisa ("Facility") pursuant to the terms and conditions of this Agreement. Investor's obligation hereunder is absolute and unconditional. Invisa has the right to waive any investment payment and the corresponding obligation in the exercise of its discretion. 2. SCHEDULE OF INVESTMENT PAYMENTS - The first investment payment shall be USD $150,000 and shall be delivered to Invisa via wire transfer no later than May 1, 2003. The balance of the investment payments shall be delivered by wire transfer on the following dates and in the following amounts ("Investment Payments"):
DATE OF INVESTMENT AMOUNT OF INVESTMENT ------------------------------------------------------June 1, 2003.......................$100,000 USD July 1, 2003.......................$100,000 USD August 1, 2003.....................$100,000 USD September 1, 2003..................$100,000 USD October 1, 2003....................$100,000 USD November 1, 2003...................$100,000 USD December 1, 2003...................$100,000 USD January 1, 2004....................$100,000 USD February 1, 2004...................$100,000 USD March 1, 2004......................$100,000 USD April 1, 2004......................$ 50,000 USD

3. STOCK TO BE ISSUED TO INVESTOR - Investor shall receive that number of shares of Invisa common stock ("Stock") determined by dividing each Investment Payment by 50% of the closing price or $3.00 per share which ever is greater (the "Required Number of Shares"). For purposes of this Agreement, the term closing price shall mean the average closing transaction price of the Stock for the 20-day period immediately preceding the Investment Payment (the "Closing Price").

Invisa shall, within 30 days following the execution of this Agreement, file a Registration Statement with the United States Securities and Exchange Commission ("SEC") covering all the shares to be issued hereunder. Investor may sell such shares under the Registration Statement provided the sale price is $3.00 per share or greater. 4. REGISTRATION STATEMENT - Within 30 days following the execution of this Agreement, Invisa shall file a Registration Statement with the SEC covering the shares to be delivered to Investor under Paragraph 3 of this Agreement. Invisa shall undertake reasonable efforts to be promptly responsive to any comments from the SEC in an effort to have the Registration Statement declared effective at the practicable date. 5. RIGHT OF FORCED REDEMPTION A. During the term of this Agreement, Investor shall have the right to require Invisa to purchase all of the shares of Stock which have been purchased by Investor hereunder ("Forced Redemption"). The purchase price to be paid by Invisa for the Stock in the event of a Forced Redemption hereunder shall be an amount equal to the pershare investment paid by Investor for the Stock pursuant to Paragraph 2 (the "Purchase Price"). The Purchase Price shall be paid by a promissory note issued by Invisa (the "Promissory Note"). The Promissory Note shall bear interest at 10% per annum with all principal and interest due in one installment 13 months from the date of the Promissory Note. The Promissory Note shall be collateralized by a first security interest in Invisa's accounts receivable which shall be perfected by a UCC-1 Financing Statement and a Security Agreement in the form of Exhibit "A" hereto. In the event of a Forced Redemption, Investor shall deliver the certificates representing all the Stock purchased by Investor hereunder to Invisa in exchange for the Promissory Note. In the event of a Forced Redemption, all future investment payments required hereunder shall be deemed additional loan advances under the Promissory Note and shall be collateralized by the Security Agreement in lieu of the issuance of additional Stock pursuant to Paragraph 3. In the event of a Forced Redemption, all provisions of this Agreement, other than Paragraph 5, shall terminate. B. During the term of this Agreement, Invisa shall have the right to purchase the Stock which has been purchased by Investor under Paragraph 2 and which Investor has not previously sold, for a Purchase Price which provides Investor with the return of his cash investment in the repurchased Stock plus a 50% annual rate of return. The Purchase Price shall be paid in cash at the time of repurchase. 6. LIMITATION ON PAYMENTS TO OFFICERS AND DIRECTORS - No monies advanced or received by Invisa from this financing will be paid to any officer, director, or related party other than normal salaries as of the date of this Agreement. 7. INVISA'S VOLUNTARY TERMINATION OF THE FACILITY - Upon written notice, Invisa may voluntarily terminate the Facility by making a termination payment of $250,000 cash US to Investor, provided Investor has not breached his obligations under this Agreement. 8. REPRESENTATIONS AND WARRANTIES OF INVISA Invisa represents and warrants that: A. Upon filing Form 10-KSB reflecting this Agreement, Invisa will satisfy all applicable listing requirements of the American Stock Exchange. Invisa filed an application for 2

listing on the American Stock Exchange in November 2002 and has complied with all oral or written comments and requirements provided by the staff of the American Stock Exchange. B. With the exception of timely filing the Form 10-KSB for the period ended December 31, 2002, which will be promptly filed following the completion of the audit for the subsequent period, to the best of Invisa's knowledge, Invisa is in material compliance with all applicable provisions of the federal securities laws. C. Amendment No. 3 to Form 10-SB, filed with the SEC on February 14, 2003, fairly and accurately described Invisa and its financial condition as of that date. D. Invisa has taken all action required to authorize and approve the execution and carrying out of this Agreement, including but not limited to, the issuance of shares of capital stock hereunder. E. Invisa will exercise its best efforts to introduce Invisa to the financial community to support liquidity for existing and future shareholders. 9. REPRESENTATIONS AND WARRANTIES OF INVESTOR Investor represents and warrants that: A. Investor shall have at all times during the period the Facility is in place, sufficient cash or cash equivalent to fund the monthly payments set out in Paragraph 2 on a timely basis. Investor will, upon request from Invisa, validate the availability of funds and assets/net worth to timely invest as required by Paragraph 2 hereof to the reasonable satisfaction of Invisa. B. Investor is not a US person as that term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended ("Reg. S"), nor was the offer to purchase the Stock hereunder made to Investor in the United States, nor was Investor in the United States when this Agreement was executed. C. Investor is familiar with the requirements of Reg. S and will at all time abide by said requirements. D. Investor is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. 10. TERM - This Agreement shall expire 12 months from the date hereof unless earlier terminated by mutual agreement of the parties or by Invisa pursuant to Paragraph 7 hereof (the "Term"). 11. GENERAL PROVISIONS 11.1 ASSIGNABILITY - This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 11.2 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be exclusively settled by binding arbitration before the 3

American Arbitration Association situated in Tampa, Florida before a panel of three (3) arbitrators. All aspects of the arbitration shall be governed by the rules then in effect of the American Arbitration Association. This Agreement shall be construed in accordance with the laws of the State of Florida. Arbitration shall be the sole and exclusive manner for resolving all disputes hereunder. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall pay its respective share of the fees, costs and expenses billed by the American Arbitration Association and the arbitrators, and the prevailing party shall recover from the non-prevailing party all of the prevailing party's costs, expenses and fees it incurred in connection with the arbitration, including reasonable attorneys' fees. 11.3 HEADINGS. All paragraph headings herein are inserted for the convenience of the parties only and are not a part of and shall not in any way modify or affect the construction or interpretation of any of the provisions of this Agreement. 11.4 COUNTERPARTS. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original and which together shall constitute one and the same instrument. 11.5 CONSTRUCTION. Except where the context otherwise requires, words in the plural numbers include the singular thereof, and vice versa, and words of the male gender shall include the female and neuter gender and vice versa. 11.6 DOLLARS. All dollar amounts referred to in this Agreement are expressed in U.S. dollars. 11.7 NOTICES. All notices and other communication hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via telecopy to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): A. If to Invisa: Invisa, Inc. 4400 Independence Court Sarasota, Florida 34234 Attention: Stephen A. Michael B. If to Investor: Attention: Mr. Alan A. Feldman 1 Saint Clair Avenue East, Suite 608 Toronto, Ontario M4T 2V7 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. INVISA, INC.
By: Its: /s/ Stephen A. Michael, President ----------------------------------President

INVESTOR
By: Its: /s/ Alan A. Feldman -----------------------------------

5

SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Security Agreement") is made as of ___________, between Invisa, Inc., a Nevada Corporation ("Invisa"), and Mr. Alan A. Feldman, ("Secured Party"). WHEREAS, Invisa executed and delivered a Promissory Note to Secured Party on the date hereof (the "Promissory Note"); and WHEREAS, in order to secure Invisa's obligation to make payment in full under the Promissory Note, Secured Party requires that Invisa grant Secured Party a security interest in Invisa's accounts receivable (the "Collateral") in accordance with the terms and conditions of this Security Agreement, and Invisa agrees to grant Secured Party a security interest in the Collateral in accordance with the terms and conditions of this Security Agreement. NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree as follows: 1. In order to secure Invisa's obligation to make payment in full under the Promissory Note ("Invisa's Obligation"), Invisa grants Secured Party a first position security interest in the Collateral. 2. Invisa warrants that: (i) it is the sole owner of the Collateral; and (ii) there are no other liens on the Collateral. 3. Invisa, at its own cost and expense, shall execute and file a UCC-1 Financing Statement in the Secured Transactions Registry of the State of Florida, indicating the Secured Party's security interest in the Collateral. 4. In the event Invisa defaults in Invisa's Obligation under the Promissory Note, and such default is not cured within 20 days of written notice, Secured Party may exercise all the rights and remedies upon default provided for under the Uniform Commercial Code as enacted in the State of Florida. 5. Any notice required to be given to Invisa shall be deemed reasonable if delivered in writing to: Invisa, Inc. 4400 Independence Court Sarasota, Florida 34234 With copy to: William Dolan, Esq. 416 Burns Court Sarasota, Florida 34236

6. Secured Party shall be entitled to recover its expenses of obtaining the Collateral following a default in Invisa's Obligation under the Promissory Note, and such expenses shall include Secured Party's attorney's fees and legal costs. 7. Upon Invisa's payment in full under the Promissory Note, Secured Party shall execute and file a UCC-3 Financing Statement in the Secured Transactions Registry of the State of Florida, indicating Secured Party's release and termination of the security interest in the Collateral. 8. This Security Agreement shall be binding upon the parties' successors and assigns. IN WITNESS WHEREOF, Invisa and Secured Party have executed this Security Agreement on the date first above written.
Invisa, Inc. Mr. Alan A. Feldman

By: ----------------------------Stephen A. Michael, President

By: ----------------------------Alan A. Feldman

Exhibit 10.61 FINANCING AGREEMENT THIS FINANCING AGREEMENT ("Financing Agreement") is dated as of May 9, 2003, by and between INVISA, INC., a Nevada corporation, with headquarters located at 4400 Independence Court, Sarasota, Florida 34234 ("Company"), and Barbell Group Inc., a Panama corporation (who, together with permitted assigns, will be collectively referred to herein as the "Lender"). WITNESSETH WHEREAS, the Company wishes to induce the Lender to loan to the Company, and the Lender is willing to loan to the Company, subject to the terms and conditions set forth herein Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars. NOW, THEREFORE, for and in consideration of the premises and the mutual agreement contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. LOAN. (a) Subject to the terms and conditions set forth herein, the Lender shall loan to the Company Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars (the "Loan"). (b) In consideration of the Loan and to collateralize the Company's obligations hereunder and under the Related Agreements (as defined below in Paragraph 3(b)), the Company shall issue its 2003A 7% Convertible Note (the "Note") for the principal amount of the Loan substantially in the form of Exhibit A, payable to the order of the Lender. 2. Reserved. 3. MUTUAL DELIVERIES. (a) Upon the funding by the Lender of the Loan as provided in Section 1 above, 1

the Company shall deliver to the Lender the Note. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of the following instruments and agreements duly executed by all parties thereto other than the Lender (together with the Note the "Related Agreements"): (i) this Financing Agreement; (ii) the Registration Rights Agreement in the form attached as Exhibit B; (iii) Stock Pledge Agreement and Exhibits thereto (in the form attached as Exhibit C), together with the Certificates and Stock Powers; (iv) the opinions of counsel in the form attached as Exhibit D. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Lender that except as described in the Company's reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Reports"): (a) The Company has the corporate power and authority to enter into this Financing Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Financing Agreement and the Related Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Financing Agreement and the Related Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by the Company of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated 2

hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Company which breach or default could reasonably by expected to have a material and adverse effect on the Company. (c) Except as set forth in Schedule 4(c) hereto, the Company is in material compliance with all applicable laws, regulations, judgments, decrees and orders material to the conduct of its business. (d) Except as set forth in Schedule 4(d) hereto or the Reports, there is no pending, or to the knowledge of the Company, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation against the Company, which affect the validity or enforceability of this Financing Agreement or the Related Agreements or which involves the Company and which if adversely determined, could reasonably be expected to have a material adverse effect on the financial condition of the Company. (e) Except for filings that may be required under federal or state securities laws, no consent or approval of, or exemption by, or filing with, any party or governmental or public body or authority is required in connection with the execution, delivery and performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (f) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its current ownership or leasing of any properties or its ownership or leasing of any properties or the character of its operations as currently conducted requires such qualification or licensing, except where the failure to be so qualified would not have a material adverse effect on the Company. The Company has all corporate power and authority, and has obtained all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all 3

governmental or regulatory officials and bodies necessary to own or lease its properties and conduct its business as currently conducted other than those authorizations, approvals and such other documents the lack of which could not reasonably be expected to have a material and adverse effect on the Company. (g) The execution, delivery and performance of this Financing Agreement by the Company and the Related Agreements to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of the Company's articles of incorporation or bylaws, (ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of the effect of, otherwise, give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Company is a party or by or to which the Company or any of the Company's assets or properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which the Company, or the assets or properties of the Company are bound, (iv) to the Company's knowledge, violate any statute, law or regulation. (h) Except as set forth in Schedule 4(h) hereto or the Reports, there has been no material adverse change in the capitalization, assets, liabilities or income of the Company since the issuance of the financial statements, for the period ending December 31, 2002, which financial statements have been delivered to Lender. (i) The Company is not in possession of, nor has the Company or its agents disclosed to Lender, any material non-public information (not including the information relating to the negotiations for, and the transaction contemplated by, this Financing Agreement and also not including the information contained in Schedule 7(j), both of which could be considered "material" and which have not yet been publicly announced) that (a) if disclosed, would reasonably be expected to have a materially adverse effect on the price of the Common Stock, or (b) according to applicable law, rule or regulation, should have been disclosed publicly by the 4

Company prior to the date hereof but which has not been so disclosed. (j) To the Company's knowledge, none of the following has occurred during the past ten (10) years with respect to the Company (or any subsidiary or predecessor entity) or control person of the Company (a "Person") except with respect to such control person (1) below shall not apply: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such Person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such Person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting, as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, any other person regulated by the Commodity Futures Trading Commission ("CFTC") or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Such person was the subject of any order, judgment or decree, not 5

subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) of this item, or to be associated with persons engaged in any such activity; (5) Such person was found by a court of competent jurisdiction in a civil action or by the CFTC or SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the CFTC or SEC has not been subsequently reversed, suspended, or vacated. (k) Except for Capstone Partners, L.C. and Crescent Fund LLP the Company represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the Lender. The Company agrees to indemnify the Lender against and hold the Lender harmless from any and all liabilities to any persons claiming brokerage commissions or finder's fees on account of services purported to have been rendered in connection with this Financing Agreement or the transactions contemplated hereby. (l) The Company intends to use the proceeds from the Loan for the purpose of providing operating capital, and the Company anticipates that it will be able to repay all borrowings from its future cash flow or from further investment. In addition, the Company believes that it will be able to, and intends to, comply with all of its obligations and covenants as set forth in the Related Agreements. Consequently, the Company does not believe, and does not intend, that the pledge of shares pursuant to the Related Agreements, will be called. Consequently, and without limiting the generality of the foregoing, the Company warrants that the pledge of the shares is for security only and not in contemplation of a sale of such shares by the Lender. The Company has not arranged for the pledge of the shares as a part of any plan for the further distribution of the pledged securities. 5. REPRESENTATIONS AND WARRANTIES OF THE LENDER. The Lender hereby represents 6

and warrants to the Company that: (a) If the Lender is a corporation, the Lender has the corporate power and authority to enter into this Financing Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Lender of this Financing Agreement and the Related Agreements and the consummation by the Lender of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Lender. This Financing Agreement and the Related Agreements have been duly executed and delivered by the Lender and constitute valid and binding obligations of the Lender, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by the Lender of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Lender. (c) There is no pending, or to the knowledge of the Lender, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Financing Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (e) The Lender qualifies as an accredited investor for purposes of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") and Rules 501(a) and 215 thereunder. The Lender acknowledges that it has made an independent due diligence 7

investigation of the Company and has reviewed each of the Reports and that the Company has made available to the Lender at a reasonable time prior to the execution of this Financing Agreement. The Lender has had the opportunity to ask questions and receive answers concerning the business and affairs of the Company and the terms and conditions of the sale of securities contemplated by this Financing Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Lender. The Lender is sophisticated, understands the transactions described in this Financing Agreement and the Related Documents, and has previous experience in making loans to corporations in transactions similar to the Loan contemplated by this Financing Agreement. The Lender has consulted with its legal, financial, accounting, tax, and investment advisors with respect to the advisability of the Lender making the Loan to the Company contemplated by this Financing Agreement, to the extent the Lender has deemed that such consultation is necessary or appropriate. The Lender (a) is able to bear the loss of the entire principal amount of the Loan without any material adverse effect on his, her or its business, operations or prospects, (b) has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of making the Loan to the Company pursuant to this Financing Agreement, (c) realizes that the Company has a significant need for additional financing and without such additional financing may be unable to repay the Notes when due and may have to cease operations, (d) realizes that the advancement of any funds by the Lender to the Company is highly speculative and subject to significant risks including, without limitation, those risks identified in the Reports, and (e) understands that the documents provided to Lender in connection with the transactions contemplated hereby may contain forward-looking information that involve risk and uncertainties that could cause actual results to differ materially from such statements, including, but not limited to, those risks relating to product demand, pricing, market acceptance, the effect of economic conditions, the validity and enforceability of intellectual property rights, the outcome of government regulatory proceedings, 8

competitive products, risks in product and technology development, the ability to complete transactions, and other risks identified in the Reports. (f) The Lender understands that the Note, and the shares issuable upon conversion of the Note, are characterized as "restricted securities" under the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 and applicable state law only in certain limited circumstances. In this regard, the Lender represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Lender understands that it is accepting the Note and to the extent the Lender receives any shares upon conversion or payment of the Note, the Lender will accept such securities for investment purposes only and without the view toward the further distribution of such securities except pursuant to a registration statement that may be effective permitting the public offer or sale of such securities, or pursuant to an exemption from registration under federal and applicable state laws. In the event the Lender does attempt to offer or sell the Note, or underlying securities in the circumstances contemplated by the preceding sentence, the Lender will do so only in accordance with the requirements of federal and applicable state laws and interpretations thereof. (g) If the Registration Statement is not effective, the Lender understands that the certificates evidencing the Shares will bear a legend substantially in the following form: "The securities represented by this certificate have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the securities act or pursuant to an available exemption from, or in a transaction not subject to, the registration 9

requirements of the securities act and in accordance with applicable state securities laws." (h) The Lender has no intention or right to obtain the shares of the Company's common stock pledged by certain affiliates of the Company to collateralize the repayment of the Note and the Company's performance of its covenants in this Financing Agreement and the Related Documents except pursuant to a foreclosure as permitted in the Related Documents following a material default by the Company, not cured in accordance with the terms of the Related Documents. The Lender has no intention to sell the pledged shares except after a foreclosure accomplished pursuant to the preceding sentence. The Lender has not sought the pledge of the shares pursuant to the Related Documents as a part of any plan or scheme to distribute any securities in a manner not in compliance with the requirements of federal and all applicable state laws. (i) In all matters related to this Financing Agreement and the Related Documents, the Lender is acting strictly on his, her, or its own behalf, and is not acting as a group with any other person in connection with this Financing Agreement, the Loan, the Related Documents, or any Loan made, pledge accepted, or Related Documents executed and accepted by any other person. (j) The Lender is a legal resident of the country set forth beneath his, her, or its signature to this Financing Agreement, and there is no basis that the Lender can claim residence in any country other than such country. (k) The Lender is not, and has never been, an "affiliate" of the Company as the term "affiliate" is defined in Rule 405 of Regulation C adopted under the Securities Act of 1933, as amended. If the Lender becomes an affiliate of the Company at any time during the period the Note is outstanding, the Lender will notify the Company in writing. 6. [RESERVED] 7. COVENANTS OF THE COMPANY The Company covenants and agrees that, so 10

long as the Note shall be outstanding, except as otherwise required under the Related Agreements, the Company shall: (a) Promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, before the same shall become in default as well as all lawful material claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that it shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and the Company shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested. (b) Pay, or cause to be paid, all material financing obligations and perform, or cause to be performed, all material obligations promptly and in accordance with the respective terms thereof. (c) Implement and maintain a standard system of accounting in accordance with generally accepted accounting principles ("GAAP"). (d) Provide or otherwise make available to the Lender as soon as available after the end of each fiscal year of the Company, its annual report on Form 10-KSB or similar reports. (e) Do, or cause to be done, all things that may be necessary to (i) maintain its due organization, valid existence and good standing under the laws of its state of incorporation; (ii) preserve and keep in full force and effect all qualifications, registrations and licenses in those jurisdictions in which the failure to do so could or would have a material adverse effect; (iii) maintain its power or authority to carry on its business as now conducted; and (iv) use its best efforts to keep available the services of its key present employees and agents and maintain its current relations with suppliers, customers, 11

distributors and joint venture partners (subject to the business judgment of executive management). (f) At all times maintain, preserve, protect and keep material property used and useful in the conduct of its business in a manner not substantially different from the manner in which the Company maintained, preserved, protected, and kept its material property prior to the date of this Financing Agreement. (g) Keep insurance on its property in a manner not substantially different from the manner in which the Company maintained insurance prior to the date of this Financing Agreement. (h) Not assume, guaranty or otherwise, directly or indirectly, become liable or responsible for the obligations of the any other person or entity, except for 75% or greater owned subsidiaries, for the purpose of paying or discharging the obligations of such person or entity unless such guarantees relate to the business of the Company, are incurred in the ordinary course of its business and do not exceed in the aggregate $100,000. (i) Not declare or pay any cash dividends or authorize or make any other distribution on any class of equity securities of the Company. (j) Except as set forth in Schedule 7(j) hereto, not consolidate with or merge with or into any entity or sell, lease, transfer, exchange or otherwise dispose of any material part of its properties and assets except in the ordinary course of business, however, the Company may engage in any of the foregoing transactions with a parent or subsidiary of the Company so long as such parent or subsidiary assumes the obligations of the Company hereunder. (k) Not enter into any agreement or understanding which may, directly or indirectly, cause or effect a change in "control" as defined in Rule 405 under the Securities Act of 1933, without the prior written consent of the Lender (8) [RESERVED] 12

(9) INDEMNIFICATION. (a) If (i) the Lender becomes involved in any capacity in any action, proceeding or investigation brought by any stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Related Agreements, or if the Lender is impleaded in any such action, proceeding or investigation by any person, or (ii) the Lender becomes involved in any capacity in any action, proceeding or investigation brought by the Securities and Exchange Commission, any self-regulatory organization or other body having jurisdiction in connection with or as a result of the consummation of the transactions contemplated by the Related Agreements, or (iii) if the Lender is impleaded in any such action, proceeding or investigation by any person, then in any such case of Sections 9(a)(i)(ii) or (iii), the Company hereby agrees to indemnify, defend and hold harmless the Lender, its shareholders, officers, directors, employees, representatives, attorneys, and assigns from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Lender, directly or indirectly, and reimburse such Lender for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The foregoing indemnification does not include any obligation to reimburse the Lender for internal and overhead costs for the time of any officers or employees of the Lender devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of the Note and Related Agreements. The indemnification and reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have (other than matters specifically addressed in the Registration Rights Agreement, which shall be governed solely by that agreement), shall extend upon the same terms and conditions to any affiliates of the Lender who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Lender and any such affiliate, and shall be binding upon and inure to the 13

benefit of any successors, assigns, heirs and personal representatives of the Company, the Lender, any such affiliate and any such person. The Company also agrees that neither the Lender nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the transactions hereunder, except as provided in or contemplated by the Note or Related Agreements unless such action by the Lender or any affiliate, partner, director, agent, employee, or controlling person results from the fraud, negligence, criminal act or omission, or other action or omission by such person that violates any applicable law or regulation (b) Notwithstanding Section 9(a) above, the Company shall have no obligation under this Section 9 if any such action, proceeding, or investigation arises out of or relates to any fraudulent, negligent, or criminal act or omission of the Lender or any affiliate, partner, director, agent, employee, or controlling person of the Lender in connection with the transactions contemplated by this Financing Agreement or otherwise, or other action or omission by such person that violates any applicable law or regulation. (c) If (i) the Company becomes involved in any capacity in any action, proceeding or investigation brought by any stockholder of the Lender, in connection with or as a result of the consummation of the transactions contemplated by the Related Agreements, or if the Lender is impleaded in any such action, proceeding or investigation by any person, or (ii) the Company becomes involved in any capacity in any action, proceeding or investigation brought by the Securities and Exchange Commission, any self-regulatory organization or other body having jurisdiction in connection with or as a result of the consummation of the transactions contemplated by the Related Agreements (which is an action, proceeding or investigation brought primarily against the Lender and is not an action, proceeding or investigation brought primarily against the Company or its officers, directors, any shareholder or employees), or (iii) if the Company is impleaded in any such action, proceeding or investigation by any person, then in any 14

such case of Sections 9(c)(i)(ii) or (iii), the Lender hereby agrees to indemnify, defend and hold harmless the Company from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Company, directly or indirectly, and reimburse such Company for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The foregoing indemnification does not include any obligation to reimburse the Company for internal and overhead costs for the time of any officers or employees of the Company devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of the Note and Related Agreements. The indemnification and reimbursement obligations of the Lender under this paragraph shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Lender. The Company also agrees that neither the Lender nor any such affiliate, partner, director, agent, employee or controlling person shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the transactions hereunder, except as provided in or contemplated by the Note or Related Agreements unless such action by the Lender or any affiliate, partner, director, agent, employee, or controlling person results from the fraud, negligence, criminal act or omission, or other action or omission by such person that violates any applicable law or regulation. (d) Notwithstanding Section 9(c) above, the Lender shall have no obligation under this Section 9 if any such action, proceeding, or investigation arises out of or relates to any fraudulent, negligent, or criminal act or omission of the Company or any affiliate, partner, director, officer, shareholder, agent, employee, or controlling person of the Company in connection with the transactions contemplated by this Financing Agreement or otherwise, or other action or omission by such person that violates any applicable law or regulation. 10. ASSIGNMENT. This Financing Agreement and the Related Agreements may be 15

assigned by the Lender to transferees or assignees of the Note and provided further that the Company is, prior to or simultaneously with such transfer, furnished with written notice of the name and address of such transferee or assignee, and such assignee agrees in writing to be bound by the terms hereof and provided further that, if the Note is only assigned or transferred in part, then such assignment shall only be made in part on an appropriate proportionate basis. If there is a conflict between this provision and any provision of the Related Agreements, this provision shall govern. 11. [RESERVED] 12. NOTICES Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the United States Postal Service, by (a) advance copy by fax, and (b) mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days advance written notice to each of the other parties hereto.
COMPANY: INVISA, INC., Att'n: Stephen A. Michael 4400 Independence Court Sarasota, Florida 34234 Fax: 941-355-9373 with a copy to: Michael Dolan, Esq. 410 Burns Court Sarasota, Florida 34236 Fax: 941-954-5825 LENDER: to the address, telephone number, and facsimile number set forth beneath his, her or its signature, below. 13. SEVERABILITY. If a court of competent jurisdiction determines that

any provision of this Financing Agreement is invalid, unenforceable or illegal for any reason, such 16

determination shall not affect or impair the validity, legality and enforceability of the other provisions of this Financing Agreement. If any such invalidity, unenforceability or illegality of a provision of this Financing Agreement becomes known or apparent to any of the parties hereto, the parties shall negotiate promptly and in good faith in an attempt to make appropriate changes and adjustments to such provision specifically and this Financing Agreement generally to achieve as closely as possible, consistent with applicable law, the intent and spirit of such provision specifically and this Financing Agreement generally. 14. EXECUTION IN COUNTERPARTS. This Financing Agreement may be signed in any number of counterparts with the same effect as if the signatures upon any counterpart were upon the same instrument. All signed counterparts shall be deemed to be one original. This Financing Agreement, once executed by a party, may be delivered to the other parties hereto by telephone line facsimile transmission of a copy of this Financing Agreement bearing the signature of the parties so delivering this Financing Agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. 15. EXPENSES. Each party shall bear its own expenses in connection with the preparation of this Financing Agreement and the Related Agreements. The Company will pay $30,000 to the law firm of Novack Burnbaum Crystal LLP on behalf of the Lender and others, to be allocated as the Lender may deem appropriate with regard to the expenses of preparing and reviewing this Financing Agreement, the Related Agreements and other documentation between the Company, the Lender and others including a certain Investment Agreement between the Lender and the Company. Other than as set forth in this Section 15, the Company shall have no responsibility for fees and expenses of the Lender. The payment of fees and expenses pursuant to this Section 15 may be made at the Closing by the Lender from the Loan proceeds payable by the Lender to the Company which may be deducted by the Lender. 16. GOVERNING LAW. This Financing Agreement and the Related Agreements shall be governed by and construed in accordance with the laws of the State of New York. Each of the 17

parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Financing Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a) The Lender has the right to rely fully upon the representations, warranties, covenants and agreements of the Company contained in this Agreement or in any documents delivered pursuant to this Agreement. All such representations and warranties of the Company shall survive the execution and delivery of this Agreement, the Lender's advancement of the Loan, and the Company's delivery of the Note to the Lender hereunder. All such representations and warranties of the Company shall continue in full force and effect for three years from the date hereof with respect to claims which may arise hereunder or under the Related Documents. (b) The Company has the right to rely fully upon the representations, warranties, covenants and agreements of the Lender contained in this Agreement or in any documents delivered pursuant to this Agreement. All such representations and warranties of the Lender shall survive the execution and delivery of this Agreement, the Lender's advancement of the Loan, and the Company's delivery of the Note to the Lender hereunder. All such representations and warranties of the Lender shall continue in full force and effect for three years from the date hereof with respect to claims which may arise hereunder or under the Related Documents. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 18

IN WITNESS WHEREOF, the parties have executed this Financing Agreement as of the date first written above. INVISA, INC.
By: /s/ Stephen A. Michael, President ----------------------------------

INVESTOR BARBELL GROUP, INC. By: Name:

Title: Address: 19

SCHEDULES Schedule 4(c) There are no exceptions except as set forth in the Reports. Schedule 4(d) There is no litigation or proceedings as described in Section 4(d) except as set forth in the Reports and a vendor, Singletec, has asserted a litigation threat against Invisa for an account payable allegedly in the approximate amount of $91,000. The amount due is disputed; however, a settlement/payment schedule has been tentatively negotiated Schedule 4(h) There are no exceptions except as set forth in the Reports. Schedule 7(j) There are no contemplated consolidations (etc.) except as set forth in the Reports. 20

EXHIBIT A FORM OF NOTE 21

EXHIBIT B FORM OF REGISTRATION RIGHTS AGREEMENT 22

EXHIBIT C FORM OF STOCK PLEDGE AGREEMENT 23

EXHIBIT D FORM OF OPINIONS OF COUNSEL 24

Exhibit 10.62 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
No. 1 Holder: Address: U.S. $250,000.00 Barbell Group, Inc. A Panama corporation Swiss Tower, 16th Floor 53rd E Street, Urb. Marbella POB 0832-00232, World Trade Center Panama, Rep. of Panama Original Issue Date: May 9, 2003

SERIES 2003A 7% CONVERTIBLE NOTE DUE JUNE 9, 2004 THIS Note the duly authorized Note of INVISA, INC., a Nevada corporation, having a principal place of business at 4400 Independence Court, Sarasota, Florida 34234 (the "Company"), designated as its Series 2003A 7% Convertible Notes, due June 9, 2004 (the "Note"), in the principal amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). This Note is acquired by the Holder (as defined herein) pursuant to the terms of that certain Financing Agreement dated as of the Original Issue Date (as defined herein), between the Company and the Holder, as amended, modified or supplemented from time to time in accordance with its terms ("Financing Agreement"). FOR VALUE RECEIVED, the Company promises to pay to the Holder or registered assigns, the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), on or before June 9, 2004 (the "Maturity Date") and to pay interest to the Holder on the principal sum at the rate of 7% per annum, which interest shall be due and payable on the earlier of the Conversion Date (with respect to the principal amount converted) or the Maturity Date. Interest shall accrue daily commencing on the Original Issue Date (as defined in Section 6) until payment in full of the principal sum, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall be calculated on the basis of a 360-day year and for the actual number of days elapsed. Interest hereunder will be paid to the person in whose name this Note (or one or more predecessor or successor Notes) is registered on the records of the Company regarding registration and transfers of the Notes (the "Note Register"). All overdue principal, accrued and unpaid interest and other amounts due hereunder shall bear interest at the rate of 18% per annum from the day such interest is due hereunder through and including the date of payment. The principal of, and interest on, this Note are payable in such 1

coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address of the Holder last appearing on the Note Register, except that the Company may, at the Company's option and at any time, pay the principal amount due (but not the interest due) in shares of the Company's Common Stock (as defined in Section 6) calculated based upon the Conversion Price (as defined below). The Company shall provide the Holder written notice of its intention to pay amounts hereunder in cash or shares not less than five (5) Trading Days (as defined in Section 6) prior to the Maturity Date. Except as otherwise provided herein, if at any time the Company pays less than the total amount of interest then accrued on account of the Note, such payment shall be distributed ratably among the Holders, if there is more than one Holder, based upon the aggregate principal amount of Notes held by each Holder. If the Company pays this Note wholly or partially in cash and not by issuing shares, in addition to all accrued and unpaid interest and other charges due hereunder, the Company shall pay a premium of 15% of the principal amount of this Note which is paid in cash. Notwithstanding anything to the contrary contained herein, the Company may not prepay any portion of this Note by issuing shares of its Common Stock unless (i) upon issuance such shares will be legally and validly issued, fully-paid, and non-assessable; and (ii) such shares are registered for resale pursuant to an effective Registration Statement (as defined in Section 6) and (iii) such shares are listed or quoted for trading on an "Authorized Market" (as defined in Section 6). Notwithstanding anything to the contrary contained herein, the Company may not prepay any portion of this Note by issuing shares of its Common Stock if the issuance of such shares would result in a violation of Section 4(a)(ii). This Note is subject to the following additional provisions: Section 1. The Notes are issuable in denominations of Five Thousand Dollars ($5,000.00). The Notes are exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same but shall not be issuable in denominations of less than integral multiples of Five Thousand Dollars ($5,000) unless such amount represents the full principal balance of Notes outstanding to such Holder. No service charge will be made for such registration of transfer or exchange. Section 2. (a) This Note may not be sold, transferred, assigned, hypothecated or divided into two or more Notes of smaller denominations, nor may any Underlying Shares be transferred, sold, assigned or hypothecated except in accordance with this Section. The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note or transferring any Underlying Shares; such notice will describe briefly the any proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder's counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement). Promptly upon receiving such written notice, the Company shall present copies thereof to the Company's counsel. 2

(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note or the certificates for such Underlying Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note or Underlying Shares. (ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note or such Underlying Shares described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note or such Underlying Shares the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law provided further that if a Registration Statement with regard to the Underlying Shares has been substantially prepared for filing the Holder shall withdraw or defer any proposed transfer, or agree to a modification of the Effective Date pursuant to the Registration Rights Agreement (as defined in Section 6). (b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. Section 3. Events of Default. "Event of Default" wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): (i) any default in the payment of the principal of, interest on or liquidated damages, or other obligations on conversion in respect of, this Note, free of any claim of subordination, as and when the same shall become due and payable, (whether on an Interest Payment Date, Conversion Date or the Maturity Date or by acceleration or otherwise); 3

(ii) the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of, this Note, the Financing Agreement, and such failure or breach shall not have been remedied within 10 days after the date on which notice of such failure or breach shall have been given, or the Registration Rights Agreement (as defined in Section 6), including but not limited to failure by the Company strictly to comply with the requirements of Section 2(a); (iii) the Company shall commence a voluntary case under the United States Bankruptcy Code or insolvency laws as now or hereafter in effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Company under the Bankruptcy Code and the petition is not contested within 30 days, or is not dismissed within 60 days, after commencement of such involuntary case; or a "custodian" (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the property of the Company or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the Company any such proceeding which is not dismissed within 60 days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian or the like for it or any substantial part of its property which is not discharged or stayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay its debts generally as they become due;r the Company shall call a meeting of all of its creditors with a view to arranging a composition or adjustment of its debts; or the Company shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing; (iv) the Company shall default in any of its obligations under any mortgage, credit agreement or other facility, indenture, agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness of the Company in an amount exceeding one hundred thousand dollars ($100,000), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; (v) the Common Stock shall fail to be listed or authorized for quotation on an Authorized Market, or trading in an Authorized Market has been suspended without the Common Stock having been relisted or having such suspension lifted, as the case may be, within five (5) Trading Days, or the closing bid price of the Common Stock on any Trading Day shall be $1.00 or less; (vi) the Company shall be a party to any Change of Control Transaction (as defined in Section 6), shall agree to sell or dispose of all or in excess of 49% of its 4

assets (based on book value calculation as reflected in the Company's most recent financial statements) in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), or shall redeem more than a de minimis number of shares of Common Stock or other equity securities of the Company (other than redemptions of Underlying Shares); (vii) an Event (as hereinafter defined) shall not have been cured to the satisfaction of the Holder prior to the expiration of thirty (30) days from the Event Date (as hereinafter defined) relating thereto (other than as a result from a failure of a Registration Statement to be declared effective by the Commission on or prior to the Effective Date (as defined in the Registration Rights Agreement)); or (viii) the Company shall fail for any reason to deliver Free Trading Certificates (as defined in Section 6) to a Holder on or prior to the third (3rd) Trading Day after a Conversion Date, or the Company shall provide notice to the Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversions of any Notes in accordance with the terms hereof. Section 4. Conversion. (a) (i) This Note shall be convertible into shares of Common Stock (subject to the limitation set forth in Section 4 (a)(ii)) at the option of the Holder in whole or in part at any time and from time to time and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a conversion notice in the form of conversion notice attached hereto as Exhibit A (the "Conversion Notice"), specifying the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of Notes to be converted and the date on which such conversion is to be effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4 (h) (the "Conversion Date"). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 4(h). Subject to Section 4 (b) hereof, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(b)) a new Note for such principal amount as has not been converted. (ii) Certain Conversion Restrictions. The Holder agrees not to convert Notes to the extent such conversion would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999% of the then issued and outstanding shares of Common 5

Stock, including shares issuable upon conversion of the Notes held by such Holder after application of this Section. The Holder shall have the sole authority and obligation to determine whether the restriction contained in this Section applies and to the extent the Holder determines that the restriction contained in this Section applies, the determination of which portion of the principal amount of such Notes is convertible shall be in the sole discretion of the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver. (b) (i) Not later than three (3) Trading Days after the Conversion Date, the Company will deliver to the Holder a Free Trading Certificate or certificates free of restrictive legends, trading restrictions or stop transfer orders representing the number of shares of the Common Stock being acquired upon the conversion of the Note(s), and (ii) a corporate check in the amount of all accrued and unpaid interest, together with all other amounts then due and payable in accordance with the terms hereof, in respect of the Note(s) tendered for conversion. The Company shall keep a register and log each conversion of the Note(s) by entering the amount of the Note(s) converted and the principal balance of the Note(s) once the conversion has taken place. There shall be no obligation on the part of the Holder to deliver the Notes with each conversion. Upon a final conversion of the Notes, or payment by the Company of all amounts due under the Notes, as the case may be, the Holder will surrender the original Notes to the Company. Nothing stated herein shall preclude the Holder from requesting from the Company Notes reflecting the principal balance thereunder which shall be provided to the Holder simultaneously upon the surrender of any Notes in the Holder's possession. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such Free Trading Certificate or certificates, are not delivered to or as directed by the applicable Holder by the third Trading Day after a Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion. (ii) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the third Trading Day after a Conversion Date, then the Company shall pay to the Holder $150 per day for each day late in delivering the certificates up to and including the 10th late day, and $500 per day for each day late in delivering the Certificates after the 10th late day ("Liquidated Damages"). Any Liquidated Damages incurred by the Company shall be payable immediately and in cash upon demand in writing made by the Holder, or their agent, to the Company. (iii) Intentionally omitted. (iv) In the event a Holder shall elect to convert a Note or part thereof, the Company may not refuse conversion based on any claim that such Holder or any one 6

associated or affiliated with such Holder has been engaged in any violation of law, or for any other reason, unless, an injunction from a court, or notice, restraining and or enjoining conversion of all or part of said Note shall have been sought and obtained and the Company posts a surety bond for the benefit of such Holder in the amount of 130% of the amount of the Note, which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent Holder obtains judgment. (c) (i) The conversion price (the "Conversion Price") in effect shall be 75% of the Market Price; and the term "Market Price" means the Volume Weighted Average Price ("VWAP") as reported by Bloomberg Financial Services for the 10 trading days of the Company's common stock just prior to the date of the Notice of Conversion. If the VWAP is not available through Bloomberg for any reason, then the VWAP shall be the average of the bid prices of any market makers for the Company's Common Stock as reported on the National Quotations Systems Pink Sheets ("Pink Sheets") or as reported by the National Association of Securities Dealers Electronic Bulletin Board ("OTC Bulletin Board"), wherever such bid prices are available. (ii) If the Company, at any time while any Notes are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of the Common Stock, (b) subdivide outstanding shares of the Common Stock into a larger number of shares, (c) combine outstanding shares of the Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, the Initial Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of the Common Stock outstanding after such event. Any adjustment made pursuant to this Section 4(c)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Notes are outstanding, shall issue rights or warrants to all holders of the Common Stock (and not to Holders of Notes) entitling them to subscribe for or purchase shares of the Common Stock at a price per share less than the Conversion Price, the Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of the Common Stock offered for subscription or purchase, and the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the 7

number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Conversion Price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section 4(c)(iii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 4 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Note is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that is convertible into or exchangeable for shares of Common Stock ("Common Stock Equivalents") entitling any Person to acquire shares of Common Stock at a price per share less than the Conversion Price, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued but shall be issued to the Holder on the same basis as the other holders of Common Stock or Common Stock Equivalents. (v) If the Company, at any time while Notes are outstanding, shall distribute to all holders of the Common Stock (and not to Holders of Notes) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Initial Conversion Price at which the Note(s) shall thereafter be convertible shall be determined by multiplying the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which 8

the denominator shall be the Per Share Market Value of the Common Stock determined as of the record date mentioned above, and the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of Notes then outstanding; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holders of Notes of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (vi) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder of this Note shall have the right thereafter to, at its option, convert the then outstanding principal amount only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holders of the Notes shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the then outstanding principal amount could have been converted immediately prior to such reclassification or share exchange would have been entitled. The terms of any such reclassification or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities, cash or property set forth in this Section 4(c)(vi) upon any conversion following such event. This provision shall similarly apply to successive reclassifications or share exchanges. (vii) If: A. the Company shall declare a dividend (or any other distribution) on its Common Stock; or B. the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or 9

C. the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or D. the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or E. the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Notes, and shall cause to be mailed to the Holders of Notes at their last addresses as they shall appear upon the stock books of the Company, at least 30 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Notes during the 30-day period commencing the date of such notice to the effective date of the event triggering such notice. (viii) All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (ix) Whenever the Conversion Price is adjusted pursuant to Section 4(c)(i) - (v), the Company shall promptly mail to each Holder of Notes, a notice setting forth the Initial Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (x) Notwithstanding anything to the contrary herein, in no event shall the Conversion Price be adjusted for (i) issuances of shares upon exercise of any warrants, options or convertible securities outstanding as of the date hereof; (ii) issuances of shares upon conversion of any Notes; (iii) issuances of options (or shares upon the exercise thereof), stock bonuses, or shares pursuant to the Company's employee stock incentive plan, and (iv) issuances of shares in a private placement of the Company's common stock which is not offered to all shareholders and 10

not subject to registration rights prior to the Maturity Date of this Note. (d) If at any time conditions shall arise by reason of action taken by the Company which in the opinion of the Board of Directors are not adequately covered by the other provisions hereof and which might materially and adversely affect the rights of the Holders (different than or distinguished from the effect generally on rights of holders of any class of the Company's capital stock) or if at any time any such conditions are expected to arise by reason of any action contemplated by the Company, the Company shall mail a written notice briefly describing the action contemplated and the material adverse effects of such action on the rights of the Holders at least 30 calendar days prior to the effective date of such action, and an Appraiser selected by the Holders of majority in interest of the Notes shall give its opinion as to the adjustment, if any (not inconsistent with the standards established in this Section 4), of the Conversion Price (including, if necessary, any adjustment as to the securities into which Notes may thereafter be convertible) and any distribution which is or would be required to preserve without diluting the rights of the Holders; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in good faith, in which case the adjustment shall be equal to the average of the adjustments recommended by each such Appraiser. The Board of Directors shall make the adjustment recommended forthwith upon the receipt of such opinion or opinions or the taking of any such action contemplated, as the case may be; provided, however, that no such adjustment of the Conversion Price shall be made which in the opinion of the Appraiser(s) giving the aforesaid opinion or opinions would result in an increase of the Conversion Price to more than the Conversion Price then in effect. (e) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of the Common Stock solely for the purpose of issuance upon conversion of the Notes and payment of interest on the Notes, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Financing Agreement) be issuable (taking into account the adjustments and restrictions of Section 4(c)) upon the conversion of the outstanding principal amount of the Notes and payment of interest hereunder. The Company covenants that all shares of the Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Registration Statement has been declared effective under the Securities Act, freely tradeable. (f) Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the Company elects not, or is unable, to make such a cash payment, the holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock. 11

(g) The issuance of certificates for shares of the Common Stock on conversion of the Notes shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such Notes so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (h) Any and all notices or other communications or deliveries to be provided by the Holders of the Notes hereunder, including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Company, at 4400 Independence Court, Sarasota, Florida 34234 (facsimile number 941-355-9373), attention Stephen Michael, President, or such other address or facsimile number as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Holder at the facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:00 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:00 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) four days after deposit in the United States mails, (iv) the Business Day following the date of mailing, if send by nationally recognized overnight courier service, or (v) upon actual receipt by the party to whom such notice is required to be given. Section 5. Prepayment. (a) The Company shall have the right to prepay up to fifty (50%) of the principal balance of this Note and all accrued but unpaid interest thereon prior to the Maturity Date in cash provided that the Company shall pay the Holder a premium of 15% of the principal balance prepaid, along with any and all accrued interest and other charges due under this Note. The Company shall have the right to prepay up to one hundred (100%) of the principal balance of this Note and all accrued but unpaid interest thereon prior to the Maturity Date in cash provided that (i) the Company shall pay the Holder a 12

premium of 15% of the principal balance prepaid, along with any and all accrued interest and other charges due under this Note and (ii) the Underlying Shares of Common Stock issuable upon conversion of this Note (x) are registered for resale pursuant to an effective Registration Statement (as defined in Section 6), and (y) are listed or quoted for trading on an "Authorized Market" (as defined in Section 6). The Company may prepay this Note in Common Stock as provided in the second main paragraph of this Note and subject to the conditions set forth there. (b) (i) The Company shall give at least five (5) business days, but not more than ten (10) business days, written notice of any intention to prepay this Note prior to the Maturity Date to the Holder which notice shall specify the "Prepayment Date". (ii) With respect to any Note for which a Notice of Conversion is submitted to the Company prior to the Prepayment Date, the Notice of Conversion shall take precedence and such Note shall be converted in accordance with the terms hereof. Furthermore, in the event such prepayment is not timely made, the Notice of Prepayment shall be null and void, and any rights of the Company to thereafter prepay this Note shall be subject to the deposit of the amount to be paid in escrow, with an attorney designated by the Holder, not later than two business days after delivery of any Notice. Section 6. Definitions. For the purposes hereof, the following terms shall have the following meanings: "Authorized Market" means the Pink Sheets, OTC Bulletin Board, the Nasdaq SmallCap Stock Market ("NASDAQ"), the American Stock Exchange, Nasdaq National Market or The New York Stock Exchange. "Business Day" means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. "Change of Control Transaction" means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of in excess of 49% of the voting securities of the Company coupled with a replacement of more than one-half of the members of the Company's board of directors which is not approved by those individuals who are members of the board of directors on the date hereof in one or a series of related transactions, or (ii) the merger of the Company with or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction, the holders of the Company's securities continue to hold at least 40% of such securities following such transaction. The execution by the Company of an agreement to which the Company is a party or by which it is bound providing for any of the events set forth above in (i) or (ii) does not constitute the occurrence of the event until after the event in fact occurs. 13

"Common Stock" means the Company's common stock, no par value per share, and stock of any other class into which such shares may hereafter have been reclassified or changed. "Free Trading Certificates" shall mean certificates representing shares of Common Stock which are eligible for sale pursuant to an effective Registration Statement. "Holder or Holders" shall mean the initial Holder of this Note and any subsequent Holder or Holders by transfer or succession. As used in this Note, "Holder" may refer to one or more "Holders" depending on the context. "Original Issue Date" shall mean the date of the first issuance of any Notes regardless of the number of transfers of any Note and regardless of the number of instruments which may be issued to evidence such Note. "Person" means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency. "Registration Rights Agreement" means the Registration Rights Agreement, dated May 7, 2003, between the Company and the initial Holder of the Note. "Registration Statement" means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder. "Trading Day" means (a) a day on which the Common Stock is traded on the NASDAQ, or (b) if the Common Stock is not listed on the NASDAQ, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. "Underlying Shares" means the number of shares of Common Stock into which the Notes are convertible and any shares of Common Stock issuable in payment of interest as provided under and in accordance with the terms hereof and the Financing Agreement. Section 7. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 14

the principal of, interest and liquidated damages (if any) on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein. Section 8. This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof. As long as there are Notes outstanding, the Company shall not and shall cause it subsidiaries not to, without the consent of the Holders, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holders; or (ii) repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent permitted or required under the Related Agreements (as defined in the Purchase Agreement). Section 9. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Company. Section 10. This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under any of this Note Section 11. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing. Section 12. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any 15

person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Section 13. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next calendar month, the preceding Business Day in the appropriate calendar month). Section 14. Security The obligation of the Company for payment of principal, interest and all other sums hereunder, in the event of a default and failure of the Company to perform hereunder, is secured solely by the pledge of certain shares of the Company's Common Stock owned beneficially and of record by the Persons specified on Schedule A hereto, (the "Collateral Shares") under the terms and conditions of a Stock Pledge Agreement, by reference made a part of the terms of this Note. The security interest of the Holder as to the Collateral Shares is perfected by the delivery of the Collateral Shares to any one of the persons set forth on Schedule A or their duly appointed counsel as pursuant to the terms of the Pledge Agreement. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer duly authorized for such purpose, as of the date first above indicated. INVISA, INC.
By: /s/ Stephen A. Michael, President ---------------------------------Stephen A. Michael, President Attest: By: /s/ William Dolan, as Secretary ------------------------------William Dolan, Secretary

16

EXHIBIT A NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Note) The undersigned hereby elects to convert Note No. [ ] into shares of Common Stock, no par value (the "Common Stock"), of INVISA, INC. (the "Company") according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith, and such transfer may only be accomplished to the extent permitted in Section 2 of this Note. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
Conversion calculations: Date to Effect Conversion: Principal Amount of Notes to be Converted: _________ _______________________________ _______________________________

Number of shares of Common Stock to be Issued: _______________________________
Applicable Conversion Price: Shares to be Issued in Name of: Shares to be Delivered to: _______________________________ _______________________________ _______________________________ _______________________________ _______________________________

Signature _____________________ Name __________________________ Address _______________________ 17

SCHEDULE A COLLATERAL SHARES
Name Date Issued Certificate Number Number of Shares -------------------------------------------------------------------------------Spencer Charles Duffey Irrevocable Trust Elizabeth Rosemary Duffey Irrevocable Trust Stephen A. Michael

2-9-00

3432

87,500

2-9-00 2-9-00

3430 3434

87,500 175,000

18

Exhibit 10.63 INVESTMENT AGREEMENT This Investment Agreement ("Agreement"), dated as of May 9, 2003, by and among INVISA, INC., a Nevada corporation ("Company"), and BARBELL GROUP, INC. ("Investor"). Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the investor shall invest up to one million dollars ($1,000,000) to purchase the Company's common stock, $.001 par value per share (the "Common Stock"); Whereas, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 act as may be available with respect to any or all of the investments in common stock to be made hereunder. Whereas, contemporaneously with the execution and delivery of this agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto ("Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws. Now therefore, the Company and the Investor hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings specified or indicated, and such meanings shall be equally applicable to the singular and plural forms of the defined terms.
"1933 Act" shall mean the Securities Act of 1933, as it may be amended. "1934 Act" shall mean the Securities Exchange Act of 1934, as it may be amended. "Affiliate" shall have the meaning specified in Section 5(h).

"Agreed Upon Procedures Report" shall have the meaning specified in Section 2(o). "Agreement" shall mean this Investment Agreement. "Bring Down Cold Comfort Letter" shall have the meaning specified in Section 2(n). "Buy-In" shall have the meaning specified in Section 6. "Buy-In Adjustment Amount" shall have the meaning specified in Section 6. "Closing" shall have the meaning specified in Section 2(h).

"Closing Date" shall mean, as defined in Section 2(h), the date which is five (5) Trading Days following the Put Notice Date. "Common Stock" shall mean the Common Stock of the Company. "Control" or "Controls" shall have the meaning specified in Section 5(h). "Covering Shares" shall have the meaning specified in Section 6. "Effective Date" shall mean the date the SEC declares effective the Registration Statement covering the transactions described in the Agreement. "Environmental Laws" shall have the meaning specified in Section 4(m). "Escrow Agent" shall mean Capstone Partners, L.P. "Escrow Agreement" shall mean the Escrow Agreement entered into between the Company, Investor and Escrow Agent. "Execution Date" shall mean the date all Transaction Documents are executed by the Company and Investor. "Floor Price" shall be a price per Share of the Common Stock stated in the Preliminary Put Notice which, if greater than the Purchase Price set forth in the Put Notice given at the end of the same Pricing Period, then no sale of Shares shall take place pursuant to the Put Notice and it shall become void. "Indemnitees" shall have the meaning specified in Section 10. "Indemnified Liabilities" shall have the meaning specified in Section 10. "Ineffective Period" shall mean any period of time that the Registration Statement or any Supplemental Registration Statement (as defined in the Registration Rights Agreement) becomes ineffective or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any time period required under the Registration Rights Agreement. "Investor" shall mean the investor defined in the Preamble and undersigned. "Major Transaction" shall have the meaning specified in Section 2(g). "Material Adverse Effect" shall have the meaning specified in Section 4(a). "Material Facts" shall have the meaning specified in Section 2(m).

"Maximum Common Stock Issuance" shall have the meaning specified in Section 2(j). "Open Period" shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier of (i) the date which is twelve (12) months from the Effective Date and (ii) termination of the Agreement in accordance with Section 9. "Payment Amount" shall have the meaning specified in Section 2(p). "Partial Release Form" shall have the meaning specified in Section 2(i). "Preliminary Put Notice" shall mean a written notice sent to the Investor by the Company stating (i) the Put Amount of Shares the Company intends to sell to the Investor pursuant to the terms of the Agreement, (ii) the current number of Shares issued and outstanding on such date and (iii) the Floor Price in the form annexed as Exhibit C-1. "Preliminary Put Notice Date" shall mean the Trading Day on which the Investor receives a Preliminary Put Notice, however a Preliminary Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day (receipt being documented as described in (x) above). No Preliminary Put Notice may be deemed delivered on a day that is not a Trading Day "Pricing Period" shall mean the period beginning four (4) Trading Days preceding the Preliminary Put Notice Date and ending on and including the date which is five (5) Trading Days after such Preliminary Put Notice Date. "Principal Market" shall have the meaning specified in Section 2(f). "Prospectus" shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement. "Purchase Amount" shall mean the total amount being paid by Investor on a particular Closing Date to purchase the Shares. "Purchase Price" shall mean seventy-five percent (75%) of the Volume Weighted Average Price during the specified Pricing Period. "Put Amount" shall mean, with respect to any single Put Notice, at least one hundred thousand dollars ($100,000) and up to the lowest of (i) twenty-five percent (25%) of the Volume Weighted Average Price for the thirty (30) Trading Days prior to the applicable Put Notice Date multiplied by the Trading Volume for the same period, (ii) a dollar amount calculated in accordance with Section 2 for any Pricing Period which would purchase no more than 4.99% of the issued and outstanding Common Stock, or (iii) two hundred fifty thousand dollars ($250,000). "Put Notice" shall mean a written notice sent to the Investor by the Company stating the (i)

Purchase Price for the Put Amount of Shares the Company intends to sell to the Investor pursuant to the terms of the Agreement, (ii) and the total number of Shares to be sold in the form annexed as Exhibit C-2. "Put Notice Date" shall mean the Trading Day immediately following the day on which the Investor receives a Put Notice, however a Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day (receipt being documented as described in (x) above). No Put Notice may be deemed delivered on a day that is not a Trading Day. "Registration Opinion" shall have the meaning specified in Section 2(m). "Registration Opinion Deadline" shall mean the date that is three (3) Trading Days prior to each Put Notice Date. "Registration Period" shall have the meaning specified in Section 5(c). "Registration Rights Agreement" shall mean the Agreement of even date entered into by the Company with Investor for the registration of this transaction as well as other transactions. "Registration Statement" means the registration statement of the Company filed under the 1933 Act covering this transaction. "Related Party" shall have the meaning specified in Section 5(h). "Repurchase Event" shall have the meaning specified in Section 2(p). "Resolution" shall have the meaning specified in Section 8(f). "SEC" shall mean the U.S. Securities & Exchange Commission. "SEC Documents" shall have the meaning specified in Section 4(f). "Securities" shall mean the shares of Common Stock issued pursuant to the terms of the Agreement. "Shares" shall mean the shares of Common Stock of the Company. "Sold Shares" shall have the meaning specified in Section 6. "Subsidiaries" shall have the meaning specified in Section 4(a).

"Trading Day" shall mean any day on which the Principal Market for the Company's Common Stock is open for trading. "Trading Volume" shall mean the daily aggregate trading volume of the Common Stock as reported by Bloomberg Financial Markets ("Bloomberg"), or if not available through Bloomberg then as reported on the National Quotations Systems Pink Sheets ("Pink Sheets") or on any U.S. exchange on which the Common Stock is traded. "Transaction Documents" shall mean the Agreement, Registration Rights Agreement, Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the Agreement. "Transfer Agent" shall mean Liberty Transfer Company or its successor or any transfer agent that the Company engages during the term of this Investment Agreement, the Company's Common Stock transfer agent. "Valuation Event" shall have the meaning specified in Section 2(k). "Volume Weighted Average Price" shall be as reported by Bloomberg, or if not available through Bloomberg, then the average of the bid prices of any market makers for the Company's Common Stock as reported on the Pink Sheets or any United States exchange on which the Common Stock is traded. 2. PURCHASE AND SALE OF COMMON STOCK. a. Purchase and Sale of Common Stock. Upon the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of $1,000,000. b. Delivery of Preliminary Put Notices and Put Notices. Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period the Company may, in its sole discretion, deliver a Preliminary Put Notice to the Investor which states the Put Amount of Shares which the Company intends to sell to the Investor during the Pricing Period, the relevant Pricing Period and the Floor Price. On the next Trading Day following the Pricing Period, the Company shall delivery a Put Notice to the Investor which states the Purchase Price of the Shares to be sold and the total number of Shares to be sold based on the Purchase Price and the Put Amount. Once the Put Notice is received by the Investor and provided the Purchase Price is greater than the Floor Price by any amount the Put Notice shall not be terminated and shall be irrevocable. If the Purchase Price is equal to or less than the Floor Price, the Put Notice shall be void and no sale of Shares shall take place During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous closing has taken place, and in any event no more than one Put Notice may be given by the Company during a thirty (30) day period without the written consent of the Investor. Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar

quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. c. Interest. It is the intention of the parties that only interest that may be payable under this Agreement shall not exceed the maximum amount permitted under any applicable law. If a law, which applies to this Agreement which sets the maximum interest amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Company which exceed the permitted limits will be refunded to the Company. The Investor may choose to make this refund by reducing the amount that the Company owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Investor, the reduction will be treated as a partial payment. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. d. Investor's Obligation to Purchase Shares. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period the Put Amount of Shares which the Company intends to sell set forth in the Put Notice, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions and are being held in escrow, pursuant to Section 2(h), prior to the applicable Closing Date. e. Limitation on Investor's Obligation to Purchase Shares. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase, and the Company shall in no event sell to the Investor, that number of Shares, which when added to the sum of the number of Shares beneficially owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as may be amended, (the "1934 Act")), by the Investor, would exceed four and ninety-nine hundredths percent (4.99%) of the number of Shares outstanding on the Put Notice Date for such Pricing Period, as determined in accordance with Rule 13d-1(j) under the 1934 Act. In no event shall the Investor purchase Shares of the Common Stock other than pursuant to this Agreement until such date as this Agreement is terminated. Each Put Notice shall include a representation of the Company as to the number of Shares of Common Stock outstanding on the related Put Notice Date as determined in accordance with Section 13(d) of the 1934 Act. In the event that the number of Shares of Common Stock outstanding as determined in accordance with Section 13(d) of the 1934 Act is different on any date during a Pricing Period than on the Put Notice Date associated with such Pricing Period, then the number of Shares of Common Stock outstanding on such date during such Pricing Period shall govern for purposes of determining whether the Investor would be acquiring beneficial ownership of more than four and ninety-nine hundredths percent (4.99%) of the number of Shares of Common Stock outstanding during such period.

f. Conditions to Investor's Obligation to Purchase Shares. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and require the Investor to purchase any Shares at a Closing (as defined in Section 2(h)) unless each of the following conditions are satisfied: (i) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times during the Pricing Period; (ii) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on The American Stock Exchange, Inc. or The New York Stock Exchange, Inc. or designated on the Nasdaq National Market, The Nasdaq SmallCap Market, the National Association of Securities Dealer's, Inc. OTC Electronic Bulletin Board or the Pink Sheets ("Principal Market") and shall not have been suspended from trading thereon for a period of five (5) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock; (iii) at least five Trading Days must have elapsed since the Closing Date of the last Put Notice Date; (iv) for the twenty (20) Trading Days immediately preceding both the Put Notice and Closing Dates, the weighted average daily trading volume of the Shares (excluding block trades) on the Principal Market (daily trading volume excluding all block trades x closing bid price) shall be at least twenty-five thousand dollars ($25,000) and the average of the closing bid price for such twenty (20) day period shall be greater than two dollars and fifty cents ($2.50) per share; (iv) the Company has complied with its obligations and is otherwise not in breach of a material provision, or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been corrected prior to delivery of the Put Notice Date; (v) no injunction shall have been issued, or action commenced by a governmental authority, prohibiting the purchase or the issuance of the Common Stock; and (vi) the issuance of the Common Stock will not violate the shareholder approval requirements of the Principal Market. If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice. g. For purposes of this Agreement, a "Major Transaction" shall be deemed to have occurred at the closing of any of the following events: (i) the consolidation, merger or other

business combination of the Company with or into another person (other than pursuant to a migratory merger effected solely for the purposes of changing the jurisdiction of incorporation of the Company) (ii) the sale or transfer of all or substantially all of the Company's assets; or (iii) the consummation of a purchase, tender or exchange offer made to, and accepted by, the holders of more than thirty percent (30%) of the economic interest in, or the combined voting power of all classes of voting stock of, the Company. h. Mechanics of Purchase of Shares by Investor. Subject to the satisfaction of the conditions set forth in Sections 2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is five (5) Trading Days following the Put Notice Date (a "Closing Date"). Prior to each Closing Date, (i) the Company shall deliver to the Escrow Agent pursuant to the Escrow Agreement certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Common Stock and provided that the Transfer Agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit the shares of Common Stock by crediting the account of the Investor's prime broker (which shall be specified by Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. i. Reserved. j. Overall Limit on Common Stock Issuable. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, including the shares of Common Stock issuable to the Investor pursuant to Section 11(b), shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalization affecting the Common Stock ("Maximum Common Stock Issuance"), unless the issuance of Shares, including any Common Stock to be issued to the Investor pursuant to Section 11(b), in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Shares hereunder or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval

pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(j). k. "Valuation Event" shall mean an event in which the Company at any time during a "Pricing Period" takes any of the following actions: (i) subdivides or combines its Common Stock; (ii) pays a dividend in Common Stock or makes any other distribution of its Common Stock, except for dividends paid with respect to the Preferred Stock; (iii) issues any options or other rights to subscribe for or purchase Common Stock and the price per share for which Common Stock may at any time thereafter be issuable pursuant to such options or other rights shall be less than the bid price in effect immediately prior to such issuance; (iv) issues any securities convertible into or exchangeable for Common Stock and the consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the bid price in effect immediately prior to such issuance; (v) issues shares of Common Stock otherwise than as provided in the foregoing subsections (i) through (iv), at a price per share less, or for other consideration lower, than the bid price in effect immediately prior to such issuance, or without consideration; (vi) makes a distribution of its assets or evidences of indebtedness to the holders of Common Stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (i) through (v); or (vii) takes any action affecting the number of shares of Common Stock outstanding, other than an action described in any of the foregoing subsections (i) through (vi) hereof, inclusive, which in the opinion of the Company's Board of Directors, determined in good faith, would have a materially adverse effect upon the rights of Investor at the time of a Put Notice is delivered to Investor. l. The Company agrees that it shall not take any action that would result in a Valuation Event occurring during a Pricing Period. m. Accountant's Letter and Registration Opinion. Whenever reasonably requested by Investor, the Company shall cause to be delivered to the Investor, on or prior to each Registration Opinion Deadline, an opinion of the Company's independent counsel, ("Registration Opinion"),

addressed to the Investor stating, inter alia, that no facts ("Material Facts") have come to such counsel's attention that have caused it to believe that the Registration Statement is subject to an Ineffective Period or to believe that the Registration Statement, any supplemental Registration Statement (as each may be amended, if applicable), and any related prospectuses, contain an untrue statement of material fact or omits a material fact required to make the statements contained therein, in light of the circumstances under which they were made, not misleading. If a Registration Opinion cannot be delivered by the Company's independent counsel to the Investor on the Registration Opinion Deadline due to the existence of Material Facts or an Ineffective Period, the Company shall promptly notify the Investor and as promptly as possible amend each of the Registration Statement and any supplemental Registration Statements, as applicable, and any related prospectus or cause such Ineffective Period to terminate, as the case may be, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter. If at any time after a Put Notice shall have been delivered to Investor but before the related Closing Date, the Company acquires knowledge of such Material Facts or any Ineffective Period occurs, the Company shall promptly notify the Investor. n. (i) Whenever reasonably requested by Investor (at the expense of the Company on one occasion and at the expense of the Investor on any other occasion), the Company shall engage its independent auditors to perform the procedures in accordance with the provisions of Statement on Auditing Standards No. 71, as amended, as agreed to by the parties hereto, and reports thereon ("Bring Down Cold Comfort Letters") as shall have been reasonably requested by the Investor with respect to certain financial information contained in the Registration Statement and shall have delivered to the Investor such a report addressed to the Investor, on or prior to each Registration Opinion Deadline; (ii) in the event that the Investor shall have requested delivery of an Agreed Upon Procedures Report pursuant to Section 2(o), the Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have been reasonably requested by the Investor with respect to certain financial information of the Company and the Company shall deliver to the Investor a copy of such report addressed to the Investor. In the event that the report required by this Section 2(n) cannot be delivered by the Company's independent auditors, the Company shall, if necessary, promptly revise the Registration Statement and the Company shall not deliver a Put Notice to Investor until such report is delivered. o. Procedure if Material Facts are Reasonably believed to be untrue or are omitted. In the event after such consultation the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (i) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or (ii) if the Company disputes the existence of any such material misstatement or omission, (x) the Company's independent counsel shall provide the Investor's counsel with a Registration Opinion and (y) in the event the

dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a letter ("Agreed Upon Procedures Report") outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter. p. Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after any purchase of Shares by the Investor, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iv)above (each a "Repurchase Event") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares but not more than the Purchase Price paid by the Investor for the Shares ("Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within ten (10) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such tenth (10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor an amount equal to two percent (2%) of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of eighteen percent (18%) on such Payment Amount during the period, beginning on the day following such tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding. 3. INVESTOR'S REPRESENTATIONS AND WARRANTIES. The Investor represents and warrants to the Company that: a. Sophisticated Investor. The Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities. b. Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.. c. Section 9 of the 1934 Act. During the Open Period, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. d. Accredited Investor. Investor is an "Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D of the 1933 Act. e. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation or the By-laws or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Investor or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Investor or any of its Subsidiaries or by which any property or asset of the Investor or any of its Subsidiaries is bound or affected. The business of the Investor and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. f. Short Sales. During the Open Period, the Investor, nor any affiliate of Investor, will not engage in naked short sales of the Shares nor engage in market manipulation activities as prohibited by the Securities Exchange Act of 1934. Sale of any Shares purchased by the Investor pursuant to this Agreement shall not be a breach of the representation and warranty contained in this Section 3(f). g. Ability to Perform. During the Open Period, the Investor shall maintain its ability to perform its obligations under this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in the Schedules attached hereto, the Company represents and warrants to the Investor that: a. Organization and Qualification. The Company and its "Subsidiaries" (which for purposes of this Agreement means any entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest) are corporations duly organized and validly existing in good standing under the laws of the respective jurisdictions of their incorporation, and have the requisite corporate power and authorization to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its

ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined in Section 1 and 4(b)below). b. Authorization; Enforcement; Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, "Transaction Documents"), and to issue the Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Shares pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. c. Capitalization. The authorized capital stock of the Company consists of (i) ninety-five million (95,000,000) shares of Common Stock, of which approximately seventeen million five hundred thousand (17,500,000) shares are issued and outstanding as of May 1, 2003, (ii) five million (5,000,000) shares of blank check Preferred Stock and no (0) shares of Preferred Stock issued and outstanding as of May 1, 2003, and (iii) approximately four million (4,000,000) shares of Common Stock are issuable upon the exercise of options, warrants and conversion rights. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 4(c) or as set forth in the SEC Documents, as defined in Section 4(f) below, which is attached hereto and made a part hereof, (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to

register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement, (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement and (viii) there is no dispute as to the class of any shares of the Company's capital stock. The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Articles of Incorporation, as in effect on the date hereof (the "Articles Of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-Laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. d. Issuance of Shares. A sufficient number of Shares issuable pursuant to this Agreement has been duly authorized and reserved for issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 5(f) below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot register a sufficient number of Shares, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. e. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or bylaws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that

would not individually or in the aggregate have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be knowingly conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 4(e), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future. f. SEC Documents; Financial Statements. The Company has filed and during the Open Period will file all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through EDGAR, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements

therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date. g. Absence of Certain Changes. Except as disclosed in Schedule 4(g) or the SEC Documents filed at least five (5) days prior to the date hereof, there has been no change or development in the business, properties, assets, operations, financial condition, results of operations or prospects of the Company or its Subsidiaries which has had or reasonably could have a Material Adverse Effect. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. h. Absence of Litigation. Except as set forth in Schedule 4(h) or in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect. i. Acknowledgment Regarding Investor's Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. j. No Undisclosed Events, Liabilities, Developments or Circumstances. To the best of the Company's knowledge after due inquiry and investigation, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

k. Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company's employ or otherwise terminate such officer's employment with the Company. l. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth on Schedule 4(l) or the SEC Documents, none of the Company's trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 4(l), there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties. m. Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the three foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect. n. Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 4(n) or the SEC Documents, have been incurred in the ordinary course of business, or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made

of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. o. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. p. Regulatory Permits. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect. q. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. r. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect. s. Tax Status. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment

of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. t. Certain Transactions. Except as set forth on Schedule 4(t) and in the SEC Documents filed at least ten days prior to the date hereof and except for arm's length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed on Schedule 4(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. u. Dilutive Effect. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company. v. Right of First Refusal. The Company shall not, directly or indirectly, without the prior written consent of Investor offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment if any such Common Stock or such securities have attached registration rights or otherwise have no restrictions on resale pursuant to Rule 144 or otherwise and such registration statement will become effective during the Open Period (a "Subsequent Financing") for a period of two (2) months prior to or following each Closing Date, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the

Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4(c), (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Investor a written notice (the "Subsequent Financing Notice") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; provided that the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4(c). v. No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock offered hereby. 5. COVENANTS OF THE COMPANY. a. Best Efforts. The Company shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in Section 7 of this Agreement. b. Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as specified by Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date. The Company shall, at its sole cost and expense, make all filings and reports relating to the offer and sale of the Securities required under the applicable securities or "Blue Sky" laws of such states of the United States following each of the Closing Dates.

c. Reporting Status. Until the earlier of (i) the first date which is after the date this Agreement is terminated pursuant to Section 9 and on which the Holders (as that term is defined in the Registration Rights Agreement) may sell all of the Securities acquired pursuant to this Agreement without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto), or (ii) the date on which (A) the Holders shall have sold all the Securities issuable hereunder and (B) this Agreement has been terminated pursuant to Section 9 ("Registration Period"), the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as a reporting company under the 1934 Act. d. Use of Proceeds. The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees as set forth in the Transaction Documents) for general corporate and working capital purposes. e. Financial Information. The Company agrees to make available to the Investor via EDGAR or other electronic means the following to the Investor during the Registration Period: (i) within five (5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-KSB, its Quarterly Reports on Form 10-QSB, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries, (iii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders and (iv) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the National Association of Securities Dealers, Inc. f. Reservation of Shares. Subject to the following sentence, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the issuance of the Securities hereunder. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described in this Section 5(f), the Company shall use its best efforts to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares. g. Listing. The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the Common Stock's authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one trading day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives

from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(g). h. Transactions With Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5%) or more of the Common Stock, or affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a "Related Party"), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an armslength basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a five percent (5%) or more equity interest in that person or entity, (ii) has five percent (5%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. i. Filing of Form 8-K. On or before the date which is three (3) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents in the form required by the 1934 Act, if such filing is required. j. Corporate Existence. The Company shall use its best efforts to preserve and continue the corporate existence of the Company. k. Notice of Certain Events Affecting Registration; Suspension of Right to Make a Put. The Company shall promptly notify Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Shares: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or

deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events. l. Reimbursement. If (i) Investor, other than by reason of its gross negligence, fraud, misrepresentation, providing materially untrue or inaccurate information to the Company in connection with a Registration Statement or willful misconduct (each an "Excluded Act"), becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person for any reason other than for an Excluded Act, or (ii) Investor, other than by reason of an Excluded Act, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, Investor and any such affiliate and any such person. 6. COVER. If, the number of Shares represented by any Put Notices become restricted or are no longer freely trading for any reason, and after the applicable Closing Date, the Investor purchases, in an open market transaction or otherwise, the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Notice (a "Buy-In"), the Company shall pay to the Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (a) the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (b) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Investor in immediately available funds immediately upon demand by

the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases Common Stock having a total purchase price (including brokerage commissions) of eleven thousand dollars ($11,000) to cover a Buy-In with respect to the Common Stock it sold for net proceeds of ten thousand dollars ($10,000), the Buy-In Adjustment Amount which the Company will be required to pay to the Investor will be one thousand dollars ($1,000). 7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL. The obligations of the Company hereunder to issue and sell Shares to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. b. The Investor shall have delivered to the Company the Purchase Price for the Shares being purchased by the Investor at the Closing (after receipt of confirmation of delivery of such Shares) by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. c. The representations and warranties of the Investor shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to such Closing Date. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No Valuation Event shall have occurred since the applicable Put Notice Date. f. The Investor engages in an Excluded Act. 8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below. a. The Company shall have executed each of the Transaction Documents and delivered the same to the Investor.

b. The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective Closing Date (excluding suspensions of not more than one Trading Day resulting from business announcements by the Company, provided that such suspensions occur prior to the Company's delivery of the Put Notice related to such Closing). c. The representations and warranties of the Company shall be materially true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for (i) representations and warranties that speak as of a specific date and (ii) with respect to the representations made in Sections 4(g), (h) and (j) and the third sentence of Section 4(k) hereof, events which occur on or after the date of this Agreement and are disclosed in SEC filings made by the Company at least ten (10) Trading Days prior to the applicable Put Notice Date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4(c) above. d. Investor shall have received an opinion letter of the Company's counsel on or before the Execution Date. e. The Company shall have executed and delivered to the Escrow Agent or Investor the certificates representing, or have executed electronic book-entry transfer of, the Shares, (in such denominations as such Investor shall request) being purchased by the Investor at such Closing. f. The Board of Directors of the Company shall have adopted resolutions consistent with Section 4(b)(ii) above and in a form reasonably acceptable to the Investor ("Resolutions") and such Resolutions shall not have been amended or rescinded prior to such Closing Date. g. If requested by the Investor, the Investor shall receive a letter of the type, in the form and with the substance of the letter described in Section 3(s) of the Registration Rights Agreement from the Company's auditors. h. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. i. The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or shall be pending or threatened. Furthermore, on each Closing Date (i) neither the Company nor Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action),and (ii) no other

suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist. j. At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to the prospectus. k. There shall have been no filing of a petition in bankruptcy, either voluntarily or involuntarily, with respect to the Company and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness or reorganization of debtors, and there shall have been no calling of a meeting of creditors of the Company or appointment of a committee of creditors or liquidating agents or offering of a composition or extension to creditors by, for, with or without the consent or acquiescence of the Company. l. If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section 2(j). m. The conditions to such Closing set forth in Section 2(f) shall have been satisfied on or before such Closing Date. n. The Company shall have certified to the Investor the number of shares of Common Stock outstanding as of a date within five (5) Trading Days prior to such Closing Date. o. The Company shall have delivered to such Investor such other documents relating to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request upon reasonable advance notice. 9. TERMINATION. This Agreement shall terminate upon any of the following events: a. when the Investor has purchased an aggregate of one million dollars ($1,000,000) in the Common Stock of the Company pursuant to this Agreement; provided that the Company's representations, warranties and covenants contained in this Agreement insofar as applicable to the transactions consummated hereunder prior to such termination, shall survive the termination of this Agreement for the period of any applicable statute of limitations; b. on the date which is twelve (12) months after the Effective Date; c. if the Company shall file or consent by answer or otherwise to the entry of an order for relief or approving a petition for relief, reorganization or arrangement or any other petition in bankruptcy for liquidation or to take advantage of any bankruptcy or insolvency law

of any jurisdiction, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or shall be adjudicated a bankrupt or insolvent, or shall take corporate action for the purpose of any of the foregoing, or if a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any substantial part of its property or an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law, or an order for the dissolution, winding up or liquidation of the Company, or if any such petition shall be filed against the Company; d. if the Company shall issue or sell any equity securities or securities convertible into, or exchangeable for, equity securities (other than the current convertible debenture offering) or enter into any other equity financing facility during the Open Period, other than in compliance with Section 4(v); e. the trading of the Common Stock is suspended by the SEC, the Principal Market or the NASD for a period of five (5) consecutive Trading Days during the Open Period; f. the Company shall not have filed with the SEC the initial Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the initial Registration Rights Agreement within fifteen (15) calendar days of the date hereof or the Registration Statement has not been declared effective within ninety (90) calendar days of the date hereof ("Time for Effectiveness"), provided however that the Time for Effectiveness shall be extended to one hundred twenty (120) calendar days of the date hereof only if all of the following occur: (1) the Company files the Registration Statement no later than the Filing Date; (ii) the Company files an amendment to the Registration Statement on each date which is no later than ten (10) days after the Company receives any comments letter on the Registration Statement from the SEC; and (iii) the Company faxes to Investor's counsel, Edward H. Burnbaum, Esq. at 212-986-2907, each letter containing SEC comments on the Registration Statement within three (3) business days of receiving each such letter from the SEC ; g. the Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal Market; or h. the Company requires shareholder approval under Nasdaq rules to issue additional shares and such approval is not obtained within sixty (60) days from the date when the Company has issued its nineteen and nine-tenths percent (19.9%) maximum allowable shares. Upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.

10. INDEMNIFICATION. a. In consideration of the Investor's execution and delivery of this Agreement and the Registration Rights Agreement and acquiring the Shares hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of their shareholders, officers, directors, employees and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements ("Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby (ii) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares or (v) the status of the Investor or holder of the Shares as an investor in the Company, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with written information furnished to the Company by the Investor which is specifically intended by the Investor for use in the preparation of any such Registration Statement, preliminary prospectus or prospectus. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights the Investor may have, and any liabilities the Investor may be subject to. b. In consideration of the Company's execution and delivery of this Agreement and the Registration Rights Agreement and selling the Shares hereunder and in addition to all of the Investor's other obligations under the Transaction Documents, the Investor shall defend, protect, indemnify and hold harmless the Company from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements ("Company Liabilities"), incurred by the Company as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby and (ii) any breach of any covenant, agreement or obligation of the Investor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum

contribution to the payment and satisfaction of each of the Company Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights the Company may have, and any liabilities the Company may be subject to. 11. GOVERNING LAW; MISCELLANEOUS. a. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. b. Commitment Fee, Legal Fee and Escrow Fee. (i) As an inducement to the Investor to enter into this Agreement, the Company has agreed to issue the Investor a warrant to purchase seventy-five thousand (75,000) shares of Common Stock (with a term of five (5) years and piggy-back registration rights (see Exhibit E). (ii) The Company shall pay the Investor's legal costs associated with this Agreement only to the extent agreed to in writing by the Company and the Investor. The Company shall pay all of its costs and expenses in connection with this Agreement, the Transaction Documents, and the administration of the transactions contemplated by this Agreement and the Transaction Documents. (iii) The Company shall pay the Escrow Agent for escrow services pursuant to a separate escrow agreement. (iv) Except as otherwise set forth herein, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or by the Investor in connection with

the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities issued pursuant hereto. c. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. d. Headings; Singular/Plural. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. e. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. f. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. g. Notices. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company: Stephen A. Michael Invisa, Inc. 4400 Independence Court Sarasota, Florida 34234 Facsimile: (941) 954-5825 With a copy to: William Dolan, Esq. 416 Burns Court Sarasota, Florida 34236 Facsimile: (941) 954-5825 If to the Investor: At the address listed in the Questionnaire. With a copy to: Edward H. Burnbaum, Esq. Novack Burnbaum Crystal LLP 300 East 42nd Street New York, New York 10017 Facsimile: (212) 986-2907 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number. h. No Assignment. This Agreement may not be assigned. i. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. j. Survival. The representations and warranties of the Company and the Investor contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4 and 5, and the indemnification provisions set forth in Section 10, shall survive each of the Closings. The Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. k. Publicity. The Company and Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such

disclosure is required by law, in which such case the disclosing party shall provide the other party with two (2) Trading Day prior written notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent of such Investor, except to the extent required by law. Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be "material contracts" as that term is defined by Item 601(b)(10) of Regulation S-B, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities 1933 Act or the 1934 Act. Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel. l. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. m. Placement Agent. Capstone Partners, L.C. and Crescent Fund LLC were the only placement agents, brokers or finders involved in this transaction and no fees or commissions will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity, with respect to the transactions contemplated by the Transaction Documents other than to Capstone Partners, L.C. and Crescent Fund LLC. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of persons or entities for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents. The Company shall indemnify and hold harmless the Investor, their employees, officers, directors, agents, attorneys (including Novack Burnbaum Crystal LLP) and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses incurred in respect of any such claimed or existing fees, as such fees and expenses are incurred. n. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

This Investment Agreement has been entered into and executed as of the date first above written. INVISA, INC. By: Stephen A. Michael, President BARBELL GROUP, INC. By:

SCHEDULES TO AGREEMENT SCHEDULE 4(c) The following registration rights have been granted by Invisa: 500,000 options at $3.50 per share; 3,685,000 shares issued to affiliates/founders, as part of an acquisition; up to 400,000 shares at $3.00 per share or greater; 250,000 warrants at $1.00 per share with registration rights after June 8, 2004; and 8,375 options at $5.50 per share. Invisa has the following redemption rights: up to 400,000 shares are subject to a redemption right with the redemption price being paid only by a 13-month promissory note with one payment of principal and interest; and 3,750 options can be redeemed by the Company at $.10 per option. SCHEDULE 4(h) A vendor, Singletec, has asserted a litigation threat against Invisa for an account payable allegedly in the approximate amount of $91,000. The amount due is disputed; however, a settlement/payment schedule has been tentatively negotiated. SCHEDULE 4(o) A wrongful employee termination insurance policy was not renewed. SCHEDULE 4(t) The Company amended an agreement with affiliated parties arising out of the acquisition of patents and other assets by Invisa. The amendment eliminated the issuance of a potential convertible promissory note and resulted in the issuance of additional shares of common stock. All of the shares of common stock have been issued and are reflected in Paragraph 4(c) as being duly issued and outstanding at the date of this agreement.

EXHIBIT A FORM OF OPINION OF COUNSEL May ___, 2003 RE: INVISA, INC. Ladies and Gentlemen: We have acted as counsel to Invisa, Inc., a corporation incorporated under the laws of the State of Nevada ("Company"), in connection with the Series 2003-A 7% Convertible Note, the Investment Agreement, the Financing Agreement, the Pledge Agreement, the Registration Rights Agreement, the Warrant, the Escrow Agreement, and the Instructions to Transfer Agent, all dated as of May 7, 2003 (the "Transaction Documents"), and the issuance and sale of shares of common stock pursuant to the Transaction Documents. In connection with rendering the opinions set forth herein, we have examined drafts of the Transaction Documents, the Company's Certificate of Incorporation, and its Bylaws, as amended to date, the proceedings of the Company's Board of Directors taken in connection with entering into the Transaction Documents, and such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Transaction Documents has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Transaction Documents has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Transaction Documents constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Transaction Documents' terms. Based upon the subject to the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the Company owns or leases properties, maintains employees or conducts business, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the Company, and has all requisite corporate power and authority to own its properties and conduct its business.

2. The authorized capital stock of the Company consists of 95,000,000 shares of Common Stock, $.001 par value per share, ("Common Stock") and 5,000,000 Preferred Stock, par value $.001 per share; 3. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended; 4. When duly countersigned by the Company's transfer agent and registrar, and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of the Transaction Documents, the Common Stock to be issued upon the conversion of the Series 2003-A 7% Convertible Note, as described in the Transaction Documents represented thereby and shares issued under the Investment Agreement will be duly authorized and validly issued, fully paid and non-assessable; 5 The Company has the requisite corporate power and authority to enter into the Transaction Documents and to sell and deliver the Securities and the Common Stock to be issued as described in the Transaction Documents; each of the Transaction Documents has been duly and validly authorized by all necessary corporate action by the Company to our knowledge, no approval of any governmental or other body is required for the execution and delivery of each of the Transaction Documents by the Company or the consummation of the transactions contemplated thereby (other than the SEC or applicable state securities agencies under the Registration Rights Agreement); each of the Transaction Documents has been duly and validly executed and delivered by and on behalf of the Company, and is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforceability may be limited by general equitable principles, bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors rights generally, and except as to compliance with federal, state, and foreign securities laws, as to which no opinion is expressed; 6. To the best of our knowledge, after due inquiry, the execution, delivery and performance of the Transaction Documents and the performance of its obligations thereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provision of (i) the Company's Certificate of Incorporation or By-Laws, (ii) any indenture, mortgage, deed of trust, agreement or other instrument to which the Company is party or by which it or any of its property is bound, (iii) any applicable statute or regulation or as other, (iv) or any judgment, decree or order of any court or governmental body having jurisdiction over the Company or any of its property. 7. The issuance of Common Stock upon conversion of the Series 2003-A 7% Convertible Note ("Convertible Note"), in accordance with the terms and conditions of the Transaction Documents, will not violate the applicable listing agreement between the Company and any securities exchange or market on which the Company's securities are listed. 8. To the best of our knowledge, after due inquiry, there is no pending or threatened litigation, investigation or other proceedings against the Company except as described in the reports filed with the SEC and in the Transaction Documents or Schedules thereto.

9. The Transaction Documents are not usurious within the definition of any laws, rules or regulations applicable to the Transaction Documents. The Transaction Documents are not rendered unenforceable by virtue of any assertion of a defense which may be based upon usury. 10. The Company complies with the eligibility requirements for the use of Form SB-2, under the Securities Act of 1933, as amended. This opinion is rendered only with regard to the matters set out in the numbered paragraphs above. No other opinions are intended nor should they be inferred. This opinion is based solely upon the laws of the United States and the State of Nevada and does not include an interpretation or statement concerning the laws of any other state or jurisdiction. Insofar as the enforceability of the Transaction Documents and Securities may be governed by the laws of other states, we have assumed that such laws are identical in all respects to the laws of the State of Nevada. The opinions expressed herein are given to you solely for your use in connection with the transaction contemplated by the Transaction Documents and Securities and may not be relied upon by any other person or entity or for any other purpose without our prior consent. Very truly yours, By: William W. Dolan Corporate Counsel to Invisa, Inc.

EXHIBIT B FORM OF BROKER'S LETTER Via Facsimile Date Attention:

Re: INVISA, INC. Dear __________________: It is our understanding that the Form SB-2 Registration Statement bearing SEC File Number ( ___-______) filed by Invisa, Inc. on _________ _, 200__ was declared effective on _________, 200__. This letter shall confirm that ______________ shares of the common stock of Invisa, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, cc: Edward Burnbaum, Esq.

EXHIBIT C-1 FORM OF PRELIMINARY PUT NOTICE PUT NOTICE NO. C-1______ Invisa, Inc., a Nevada corporation (the "Company"), hereby gives preliminary notice pursuant to the Investment Agreement to thee Investor that it intends to have the Investor purchase shares of its Common Stock. The Company hereby certifies that: 1. The Put Amount is: $_______________ (not less than $100,000 nor more than the lowest of (i) twenty-five percent (25%) of the Volume Weighted Average Price for the thirty (30) Trading Days prior to the applicable Preliminary Put Notice Date multiplied by the Trading Volume for the same period, (ii) a dollar amount calculated in accordance with Section 2 for any Pricing Period which would purchase no more than 4.99% of the issued and outstanding Common Stock, or (iii) two hundred fifty thousand dollars ($250,000). 2. The current number of shares of common stock issued and outstanding ("I&O) as of _____________ are __________________________. 4.99% of I&O is ____________. 3. The Pricing Period (10 Trading Days consisting of the 4 Trading Days immediately preceding the date of this Preliminary Put Notice and 5 Trading Days following this Preliminary Put Notice) runs from _______________ to ___________________. The Put Notice shall be given on the Trading Date immediately following the last Trading Day of the Pricing Period. 4. The Floor Price is $___________ . INVISA, INC. By: _________________________ Name: _______________________ Title: ______________________

EXHIBIT C-2 FORM OF PUT NOTICE PUT NOTICE NO. C-2______ [number is same as corresponding Preliminary Put Notice] Invisa, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Investor to purchase shares of its common stock. The Company hereby certifies that: 1. The Put Amount [from Preliminary Put Notice C-1_______ is: $_______________. 2. The Volume Weighted Average Price for the Pricing Period [from Preliminary Notice C-1_____] is $___________ ("VWAP"). 3. The Purchase Price is 75% x [Item 3 VWAP]$____ ___ = $___________ ("PP"). [must be grater than Floor Price stated in Preliminary Put Notice C-1_______] 4. The number of Shares put to the Investor is: Put Amount [Item 1] $________ / PP [Item 5] $_______ = ________ Shares.
Number of Shares to be purchased Aggregate Purchase Price of Shares Less Escrow Fee Amount to be wired to Company ___________* $___________** ($__________)(if any) $ ===========

* Not more than 4.99% of I&O as provided in Item 2 of preliminary Put Notice No. C-1______. If more than 4.99% of I&O number of Shares to be purchased shall be reduced accordingly. ** Put Amount from Item 1 INVISA, INC. By: _________________________ Name: _______________________ Title: ______________________

EXHIBIT D RESERVED

EXHIBIT E WARRANT TO PURCHASE SHARES OF COMMON STOCK Exercisable Commencing May __, 2003; Void after May __, 2008. THIS CERTIFIES that, for value received, Barbell Group, Inc., a Panamanian corporation, or its registered assigns ("Warrantholder"), is entitled, subject to the terms and conditions set forth in this Warrant, to purchase from Invisa, Inc., a Nevada corporation ("Company"), up to seventy-five thousand (75,000) fully paid, duly authorized and nonassessable shares of common stock ("Shares"), $___ par value per share, of the Company ("Common Stock"), at any time commencing on May __, 2003 and continuing up to 5:00 p.m. Pacific Time on May )__, 2008 ("Exercise Period") at an exercise price equal to _________($___) per share, subject to adjustment pursuant to Section 8 hereof, and provided that warrants to purchase (i) twenty-five thousand (25,000) Shares shall be vested and exercisable upon the issuance of these Warrants, (ii) twenty-five thousand (25,000) Shares shall be exercisable on the date that, and only if, the Company has received $500,000 in aggregate financing under a certain Investment Agreement dated as of May ___, 2003 ("Investment Agreement"), and (iii) twenty-five thousand (25,000) Shares shall be vested and exercisable on the date that, and only if, the Company has received $1,000,000 in aggregate financing under the Investment Agreement. This Warrant is subject to the following provisions, terms and conditions: SECTION 1. TRANSFERABILITY. 1.1 REGISTRATION. The Warrants shall be issued only in registered form. 1.2 TRANSFER. This Warrant shall be transferable only on the books of the Company maintained at its principal executive offices upon surrender thereof for registration of transfer duly endorsed by the Warrantholder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver a new Warrant or Warrants in appropriate denominations to the person or persons entitled thereto. 1.3 COMMON STOCK TO BE ISSUED. Upon the exercise of any vested Warrants and upon receipt by the Company of a facsimile or original of Warrantholder's signed Election to Exercise Warrant (See Exhibit 1), Company shall instruct its transfer agent to issue stock certificates, subject to the restrictive legend set forth below, in the name of Warrantholder (or its nominee) and in such denominations to be specified by Warrantholder representing the number of shares of Common Stock issuable upon such exercise, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock

shall otherwise be freely transferable on the books and records of the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificates of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificates of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrant that is to be converted in part, the Company shall issue to the Warrantholder a new Warrant equal to the unconverted amount, if so requested by Purchaser: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. SECTION 2. EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate may be exchanged for another certificate or certificates of like tenor entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate or certificates surrendered then entitle such Warrantholder to purchase. Any Warrantholder desiring to exchange a warrant certificate shall make such request in writing delivered to the Company, and shall surrender, properly endorsed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant certificate as so requested. SECTION 3. TERMS OF WARRANTS: EXERCISE OF WARRANTS. (a) Subject to the terms of this Warrant, the Warrantholder shall have the right, at any time commencing on May ___, 2003, but before 5:00 p.m. Pacific Time on May ___, 2008 ("Expiration Time"), to purchase from the Company up to the number of Shares which the Warrantholder may at the time be entitled to purchase pursuant to the terms of this Warrant, upon surrender to the Company at its principal executive office, of the certificate evidencing this Warrant to be exercised, together with the attached Election to Exercise Warrant form duly filled in and signed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of Section 7 and 8 hereof) or as provided in Section 3(a)(i) hereof, for the number of Shares with respect to which such Warrant is then exercised. Payment of the aggregate Warrant Price shall be made in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional

Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Expiration Time with respect to less than all of the Shares specified therein at any time prior to the Expiration Time, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise Warrant, the Company shall instruct its transfer agent to issue one or more stock certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise Warrant attached hereto. The Company shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant and it shall not be necessary for the Warrantholder to send to the Company the original Warrants to be exercised. (d) Such exercise shall be effectuated by sending to the Company, or its attorney, a facsimile or original of the signed Election to Exercise Warrant which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise Warrant is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise Warrant. The Company shall deliver to the Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock within three (3) business days of receipt of the Election to Exercise Warrants. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrants that are to be converted in part, the Company shall issue to the Warrantholder new Warrants equal to the unconverted amount, if so requested by Warrantholder. (g) The Company shall at all times reserve and have available all Common Stock necessary to meet exercise of the Warrants by all Warrantholders of the entire amount of

Warrants then outstanding. If, at any time Warrantholder submits an Election to Exercise Warrant and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a exercise of the Warrants (a "Exercise Default", the date of such default being referred to herein as the "Exercise Default Date"), the Company shall issue to the Warrantholder all of the shares of Common Stock which are available, and the Election to Exercise Warrant as to any Warrants requested to be converted but not converted (the "Unconverted Warrants"), upon Warrantholder's sole option, may be deemed null and void. The Company shall provide notice of such Exercise Default ("Notice of Exercise Default") to all existing Warrantholders of outstanding Warrants, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and the Warrantholder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Exercise Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Election to Exercise Warrant. (h) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven (7) days. (i) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock (as defined hereafter) payable hereunder, payable in cash or by certified or official bank check, by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive the number of shares of Common Stock stated in such Election or by "cashless exercise" (only in the event the Shares underlying the Warrants have not been registered in an effective Registration Statement), by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive a number of shares of Common Stock equal to the difference between the Market Value (as defined hereafter) of the shares of Common Stock issuable upon exercise of this Warrant and the total cash exercise price thereof. Upon transmitting the annexed Notice of Exercise duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, or upon the "cashless exercise" as provided in this Section, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this subsection, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. SECTION 4. PAYMENT OF TAXES. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of the Shares; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable, (i) with respect to any secondary transfer of this Warrant or the Shares or (ii) as a result of the issuance of the Shares to

any person other than the Warrantholder, and the Company shall not be required to issue or deliver any certificate for any Shares unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have produced evidence that such tax has been paid to the appropriate taxing authority. SECTION 5. MUTILATED OR MISSING WARRANT. In case the certificate or certificates evidencing this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the Warrantholder, issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate or certificates, or in lieu of and substitution for the certificate or certificates lost, stolen or destroyed, a new Warrant certificate or certificates of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and of a bond of indemnity, if requested, also satisfactory to the Company in form and amount, and issued at the applicant's cost. Applicants for such substitute Warrant certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. SECTION 6. RESERVATION OF SHARES. The issuance, sale and delivery of the Warrants have been duly authorized by all required corporate action on the part of the Company and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid, and non-assessable and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. The Company shall pay all taxes in respect of the issue thereof. As a condition precedent to the taking of any action that would result in the effective purchase price per share of Common Stock upon the exercise of this Warrant being less than the par value per share (if such shares of Common Stock then have a par value), the Company will take such corporate action as may, in the opinion of its counsel, be necessary in order that the Company may comply with all its obligations under this Agreement with regard to the exercise of this Warrant. SECTION 7. WARRANT PRICE. During the Exercise Period, the price per Share ("Warrant Price") at which Shares shall be purchasable upon the exercise of this Warrant shall be _____________ ($____). SECTION 8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time after the date hereof upon the happening of certain events, as follows: 8.1 ADJUSTMENTS. The number of Shares purchasable upon the exercise of this Warrant shall be subject to adjustments as follows: (a) In case the Company shall (i) pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive

Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue by reclassification of its Common Stock any shares of Common Stock of the Company, the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the holders of the Warrants shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Warrants been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subdivision shall become effective immediately after the close of business on the record date in the case of a stock dividend and shall become effective immediately after the close of business on the effective date in the case of a stock split, subdivision, combination or reclassification. (b) In case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, the number of shares of Common Stock thereafter issuable upon exercise of the Warrants shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Warrants, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (c) Any adjustment in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the number of shares of Common Stock issuable upon exercise of the Warrant. No adjustment in the number of Shares purchasable upon exercise of this Warrant will be made for the issuance of shares of capital stock to directors, employees or independent Warrantors pursuant to the Company's or any of its subsidiaries' stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan. (d) Whenever the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as herein provided the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Warrants immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter.

(e) The Company from time to time by action of its Board of Directors may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall mail to holders of record of the Warrants a notice of the decrease at least fifteen (15) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period it will be in effect. 8.2 MERGERS, ETC. In the case of any (i) consolidation or merger of the Company into any entity (other than a consolidation or merger that does not result in any reclassification, exercise, exchange or cancellation of outstanding shares of Common Stock of the Company), (ii) sale, transfer, lease or conveyance of all or substantially all of the assets of the Company as an entirety or substantially as an entirety, or (iii) reclassification, capital reorganization or change of the Common Stock (other than solely a change in par value, or from par value to no par value), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each holder of Warrants then outstanding shall have the right thereafter to exercise such Warrant only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer, capital reorganization or reclassification by a holder of the number of shares of Common Stock of the Company into which such Warrants would have been converted immediately prior to such consolidation, merger, sale, transfer, capital reorganization or reclassification, assuming such holder of Common Stock of the Company (A) is not an entity with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("constituent entity"), or an affiliate of a constituent entity, and (B) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent entity or an affiliate thereof and in respect of which such rights or election shall not have been exercised ("non-electing share"), then for the purpose of this Section 8.2 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). If necessary, appropriate adjustment shall be made in the application of the provision set forth herein with respect to the rights and interests thereafter of the holder of Warrants, to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrants. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, capital reorganizations and reclassifications. The Company shall not effect any such consolidation, merger, sale or transfer unless prior to or simultaneously with the consummation thereof the successor company or entity (if other than the Company) resulting from such consolidation, merger, sale or transfer assumes, by written instrument, the obligation to deliver to the holder of Warrants such shares of stock,

securities or assets as, in accordance with the foregoing provision, such holder may be entitled to receive under this Section 8.2. 8.3 STATEMENT OF WARRANTS. Irrespective of any adjustments in the Warrant Price of the number or kind of shares purchasable upon the exercise of this Warrant, this Warrant certificate or certificates hereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant. SECTION 9. FRACTIONAL SHARES. Any fractional shares of Common Stock issuable upon exercise of the Warrants shall be rounded to the nearest whole share or, at the election of the Company, the Company shall pay the holder thereof an amount in cash equal to the closing bid price thereof. Whether or not fractional shares are issuable upon exercise shall be determined on the basis of the total number of Warrants the holder is at the time exercising and the number of shares of Common Stock issuable upon such exercise. SECTION 10. NO RIGHTS AS STOCKHOLDERS: NOTICES TO WARRANTHOLDERS. Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or its transferees any rights as a stockholder of the Company, including the right to vote, receive dividends, consent or receive notices as a stockholder with respect to any meeting of stockholders for the election of directors of the Company or any other matter. If, however, at any time prior to the Expiration Time and prior to the exercise of this Warrant, any of the following events shall occur: (a) any action which would require an adjustment pursuant to Section 8.1; or (b) a dissolution, liquidation or winding up of the Company or any consolidation, merger or sale of its property, assets and business as an entirety; then in any one or more of said events, the Company shall give notice in writing of such event to the Warrantholder at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to any relevant dividend, distribution, subscription rights, or other rights or for the effective date of any dissolution, liquidation of winding up or any merger, consolidation, or sale of substantially all assets, but failure to mail or receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any such action taken. Such notice shall specify such record date or the effective date, as the case may be. SECTION 11. MISCELLANEOUS. (a) BENEFITS OF THIS AGREEMENT. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrantholder any legal or equitable right, remedy or claim under this Warrant, and this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder. (b) RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under this Warrant are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or

any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. (c) BENEFIT; SUCCESSORS BOUND. This Warrant and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) ENTIRE AGREEMENT. This Warrant contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Warrant or the matters described in this Warrant, except as set forth in this Warrant. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Warrant. (e) ASSIGNMENT. This Warrant may be assigned if the Assignment of Warrant, attached as Exhibit B to this Warrant, is properly completed, executed and delivered to the Company. (f) AMENDMENT. This Warrant may be amended only by an instrument in writing executed by the parties hereto. (g) SEVERABILITY. Each part of this Warrant is intended to be severable. In the event that any provision of this Warrant is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Warrant shall continue in full force and effect. (h) NOTICES. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered (by hand, by courier, by telephone line facsimile transmission, receipt confirmed, or other means) or sent by certified mail, return receipt requested, properly addressed and with proper postage pre-paid (i) if to the Company, at its executive office (ii) if to the Subscriber, at the address set forth under its name in the Purchase Agreement, with a copy to its designated attorney and (iii) if to any other Subscriber, at such address as such Subscriber shall have provided in writing to the Company, or at such other address as each such party furnishes by notice given in accordance with this Section 12(h), and shall be effective, when personally delivered, upon receipt and, when so sent by certified mail, four (4) business days after deposit with the United States Postal Service. (i) GOVERNING LAW. This Agreement shall be governed by the interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

(j) CONSENTS. The person signing this Warrant on behalf of the Company hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Warrant on behalf of the Company. (l) FURTHER ASSURANCES. In addition to the instruments and documents to be made, executed and delivered pursuant to this Warrant, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Warrant and the transactions contemplated hereby. (m) SECTION HEADINGS. The Section headings in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant. (n) CONSTRUCTION. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the __ day of May, 2003. INVISA, INC. By: ________________________ Stephen A. Michael President

EXHIBIT 1 NOTICE OF ELECTION TO EXERCISE WARRANT The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant Certificate dated as of __________, ____, to purchase __________ shares of the Common Stock, no par value, of INVISA, INC. and tenders herewith payment in accordance with Section 1 of said Common Stock Purchase Warrant. __ CASH: $___________________ = (Exercise Price x Exercise Shares) Payment is being made by: __ enclosed check __ wire transfer __ other __ CASHLESS EXERCISE Net number of Warrant Shares to be issued to Holder : _________* * based on: Current Market Value - (Exercise Price x Exercise Shares) Market Price of Common Stock where: Market Price of Common Stock ["MP"] = $_______________ Current Market Value [MP x Exercise Shares] = $_______________ Please deliver the stock certificate to: Dated: [Name of Holder] By: ________________________________

Exhibit 10.64 WARRANT TO PURCHASE SHARES OF COMMON STOCK Exercisable Commencing May 9, 2003; Void after May 9, 2008. THIS CERTIFIES that, for value received, Barbell Group, Inc., a Panamanian corporation, or its registered assigns ("Warrantholder"), is entitled, subject to the terms and conditions set forth in this Warrant, to purchase from Invisa, Inc., a Nevada corporation ("Company"), up to seventy-five thousand (75,000) fully paid, duly authorized and nonassessable shares of common stock ("Shares"), $.001 par value per share, of the Company ("Common Stock"), at any time commencing on May 9, 2003 and continuing up to 5:00 p.m. Pacific Time on May 9,, 2008 ("Exercise Period") at an exercise price equal to two dollars and seventy-six cents ($2.76) per share, subject to adjustment pursuant to Section 8 hereof, and provided that warrants to purchase (i) twenty-five thousand (25,000) Shares shall be vested and exercisable upon the issuance of these Warrants, (ii) twenty-five thousand (25,000) Shares shall be exercisable on the date that, and only if, the Company has received $500,000 in aggregate financing under a certain Investment Agreement dated as of May 9, 2003 ("Investment Agreement"), and (iii) twenty-five thousand (25,000) Shares shall be vested and exercisable on the date that, and only if, the Company has received $1,000,000 in aggregate financing under the Investment Agreement. This Warrant is subject to the following provisions, terms and conditions: SECTION 1. TRANSFERABILITY. 1.1 REGISTRATION. The Warrants shall be issued only in registered form. 1.2 TRANSFER. This Warrant shall be transferable only on the books of the Company maintained at its principal executive offices upon surrender thereof for registration of transfer duly endorsed by the Warrantholder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver a new Warrant or Warrants in appropriate denominations to the person or persons entitled thereto. 1.3 COMMON STOCK TO BE ISSUED. Upon the exercise of any vested Warrants and upon receipt by the Company of a facsimile or original of Warrantholder's signed Election to Exercise Warrant (See Exhibit 1), Company shall instruct its transfer agent to issue stock certificates, subject to the restrictive legend set forth below, in the name of Warrantholder (or its nominee) and in such denominations to be specified by Warrantholder representing the number of shares of Common Stock issuable upon such exercise, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificates of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the

certificates of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrant that is to be converted in part, the Company shall issue to the Warrantholder a new Warrant equal to the unconverted amount, if so requested by Purchaser: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. SECTION 2. EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate may be exchanged for another certificate or certificates of like tenor entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate or certificates surrendered then entitle such Warrantholder to purchase. Any Warrantholder desiring to exchange a warrant certificate shall make such request in writing delivered to the Company, and shall surrender, properly endorsed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant certificate as so requested. SECTION 3. TERMS OF WARRANTS: EXERCISE OF WARRANTS. (a) Subject to the terms of this Warrant, the Warrantholder shall have the right, at any time commencing on May 9, 2003, but before 5:00 p.m. Pacific Time on May 9, 2008 ("Expiration Time"), to purchase from the Company up to the number of Shares which the Warrantholder may at the time be entitled to purchase pursuant to the terms of this Warrant, upon surrender to the Company at its principal executive office, of the certificate evidencing this Warrant to be exercised, together with the attached Election to Exercise Warrant form duly filled in and signed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of Section 7 and 8 hereof) or as provided in Section 3(a)(i) hereof, for the number of Shares with respect to which such Warrant is then exercised. Payment of the aggregate Warrant Price shall be made in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing

such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Expiration Time with respect to less than all of the Shares specified therein at any time prior to the Expiration Time, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise Warrant, the Company shall instruct its transfer agent to issue one or more stock certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise Warrant attached hereto. The Company shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant and it shall not be necessary for the Warrantholder to send to the Company the original Warrants to be exercised. (d) Such exercise shall be effectuated by sending to the Company, or its attorney, a facsimile or original of the signed Election to Exercise Warrant which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise Warrant is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise Warrant. The Company shall deliver to the Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock within three (3) business days of receipt of the Election to Exercise Warrants. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrants that are to be converted in part, the Company shall issue to the Warrantholder new Warrants equal to the unconverted amount, if so requested by Warrantholder. (g) The Company shall at all times reserve and have available all Common Stock necessary to meet exercise of the Warrants by all Warrantholders of the entire amount of Warrants then outstanding. If, at any time Warrantholder submits an Election to Exercise Warrant and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a exercise of the Warrants (a "Exercise Default", the date of such default being referred to herein as the "Exercise Default Date"), the Company shall issue to

the Warrantholder all of the shares of Common Stock which are available, and the Election to Exercise Warrant as to any Warrants requested to be converted but not converted (the "Unconverted Warrants"), upon Warrantholder's sole option, may be deemed null and void. The Company shall provide notice of such Exercise Default ("Notice of Exercise Default") to all existing Warrantholders of outstanding Warrants, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and the Warrantholder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Exercise Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Election to Exercise Warrant. (h) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven (7) days. (i) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock (as defined hereafter) payable hereunder, payable in cash or by certified or official bank check, by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive the number of shares of Common Stock stated in such Election or by "cashless exercise" (only in the event the Shares underlying the Warrants have not been registered in an effective Registration Statement), by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive a number of shares of Common Stock equal to the difference between the Market Value (as defined hereafter) of the shares of Common Stock issuable upon exercise of this Warrant and the total cash exercise price thereof. Upon transmitting the annexed Notice of Exercise duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, or upon the "cashless exercise" as provided in this Section, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this subsection, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. SECTION 4. PAYMENT OF TAXES. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of the Shares; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable, (i) with respect to any secondary transfer of this Warrant or the Shares or (ii) as a result of the issuance of the Shares to any person other than the Warrantholder, and the Company shall not be required to issue or deliver any certificate for any Shares unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have produced evidence that such tax has been paid to the appropriate taxing authority.

SECTION 5. MUTILATED OR MISSING WARRANT. In case the certificate or certificates evidencing this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the Warrantholder, issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate or certificates, or in lieu of and substitution for the certificate or certificates lost, stolen or destroyed, a new Warrant certificate or certificates of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and of a bond of indemnity, if requested, also satisfactory to the Company in form and amount, and issued at the applicant's cost. Applicants for such substitute Warrant certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. SECTION 6. RESERVATION OF SHARES. The issuance, sale and delivery of the Warrants have been duly authorized by all required corporate action on the part of the Company and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid, and non-assessable and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. The Company shall pay all taxes in respect of the issue thereof. As a condition precedent to the taking of any action that would result in the effective purchase price per share of Common Stock upon the exercise of this Warrant being less than the par value per share (if such shares of Common Stock then have a par value), the Company will take such corporate action as may, in the opinion of its counsel, be necessary in order that the Company may comply with all its obligations under this Agreement with regard to the exercise of this Warrant. SECTION 7. WARRANT PRICE. During the Exercise Period, the price per Share ("Warrant Price") at which Shares shall be purchasable upon the exercise of this Warrant shall be two dollars and seventy-six cents ($2.76). SECTION 8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time after the date hereof upon the happening of certain events, as follows: 8.1 ADJUSTMENTS. The number of Shares purchasable upon the exercise of this Warrant shall be subject to adjustments as follows: (a) In case the Company shall (i) pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue by

reclassification of its Common Stock any shares of Common Stock of the Company, the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the holders of the Warrants shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Warrants been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subdivision shall become effective immediately after the close of business on the record date in the case of a stock dividend and shall become effective immediately after the close of business on the effective date in the case of a stock split, subdivision, combination or reclassification. (b) In case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, the number of shares of Common Stock thereafter issuable upon exercise of the Warrants shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Warrants, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (c) Any adjustment in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the number of shares of Common Stock issuable upon exercise of the Warrant. No adjustment in the number of Shares purchasable upon exercise of this Warrant will be made for the issuance of shares of capital stock to directors, employees or independent Warrantors pursuant to the Company's or any of its subsidiaries' stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan. (d) Whenever the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as herein provided the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Warrants immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter. (e) The Company from time to time by action of its Board of Directors may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Warrant Price is

decreased pursuant to the preceding sentence, the Company shall mail to holders of record of the Warrants a notice of the decrease at least fifteen (15) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period it will be in effect. 8.2 MERGERS, ETC. In the case of any (i) consolidation or merger of the Company into any entity (other than a consolidation or merger that does not result in any reclassification, exercise, exchange or cancellation of outstanding shares of Common Stock of the Company), (ii) sale, transfer, lease or conveyance of all or substantially all of the assets of the Company as an entirety or substantially as an entirety, or (iii) reclassification, capital reorganization or change of the Common Stock (other than solely a change in par value, or from par value to no par value), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each holder of Warrants then outstanding shall have the right thereafter to exercise such Warrant only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer, capital reorganization or reclassification by a holder of the number of shares of Common Stock of the Company into which such Warrants would have been converted immediately prior to such consolidation, merger, sale, transfer, capital reorganization or reclassification, assuming such holder of Common Stock of the Company (A) is not an entity with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("constituent entity"), or an affiliate of a constituent entity, and (B) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent entity or an affiliate thereof and in respect of which such rights or election shall not have been exercised ("non-electing share"), then for the purpose of this Section 8.2 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). If necessary, appropriate adjustment shall be made in the application of the provision set forth herein with respect to the rights and interests thereafter of the holder of Warrants, to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrants. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, capital reorganizations and reclassifications. The Company shall not effect any such consolidation, merger, sale or transfer unless prior to or simultaneously with the consummation thereof the successor company or entity (if other than the Company) resulting from such consolidation, merger, sale or transfer assumes, by written instrument, the obligation to deliver to the holder of Warrants such shares of stock, securities or assets as, in accordance with the foregoing provision, such holder may be entitled to receive under this Section 8.2. 8.3 STATEMENT OF WARRANTS. Irrespective of any adjustments in the Warrant Price of the number or kind of shares purchasable upon the exercise of this Warrant, this Warrant

certificate or certificates hereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant. SECTION 9. FRACTIONAL SHARES. Any fractional shares of Common Stock issuable upon exercise of the Warrants shall be rounded to the nearest whole share or, at the election of the Company, the Company shall pay the holder thereof an amount in cash equal to the closing bid price thereof. Whether or not fractional shares are issuable upon exercise shall be determined on the basis of the total number of Warrants the holder is at the time exercising and the number of shares of Common Stock issuable upon such exercise. SECTION 10. NO RIGHTS AS STOCKHOLDERS: NOTICES TO WARRANTHOLDERS. Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or its transferees any rights as a stockholder of the Company, including the right to vote, receive dividends, consent or receive notices as a stockholder with respect to any meeting of stockholders for the election of directors of the Company or any other matter. If, however, at any time prior to the Expiration Time and prior to the exercise of this Warrant, any of the following events shall occur: (a) any action which would require an adjustment pursuant to Section 8.1; or (b) a dissolution, liquidation or winding up of the Company or any consolidation, merger or sale of its property, assets and business as an entirety; then in any one or more of said events, the Company shall give notice in writing of such event to the Warrantholder at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to any relevant dividend, distribution, subscription rights, or other rights or for the effective date of any dissolution, liquidation of winding up or any merger, consolidation, or sale of substantially all assets, but failure to mail or receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any such action taken. Such notice shall specify such record date or the effective date, as the case may be. SECTION 11. MISCELLANEOUS. (a) BENEFITS OF THIS AGREEMENT. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrantholder any legal or equitable right, remedy or claim under this Warrant, and this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder. (b) RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under this Warrant are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

(c) BENEFIT; SUCCESSORS BOUND. This Warrant and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) ENTIRE AGREEMENT. This Warrant contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Warrant or the matters described in this Warrant, except as set forth in this Warrant. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Warrant. (e) ASSIGNMENT. This Warrant may be assigned if the Assignment of Warrant, attached as Exhibit B to this Warrant, is properly completed, executed and delivered to the Company. (f) AMENDMENT. This Warrant may be amended only by an instrument in writing executed by the parties hereto. (g) SEVERABILITY. Each part of this Warrant is intended to be severable. In the event that any provision of this Warrant is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Warrant shall continue in full force and effect. (h) NOTICES. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered (by hand, by courier, by telephone line facsimile transmission, receipt confirmed, or other means) or sent by certified mail, return receipt requested, properly addressed and with proper postage pre-paid (i) if to the Company, at its executive office (ii) if to the Subscriber, at the address set forth under its name in the Purchase Agreement, with a copy to its designated attorney and (iii) if to any other Subscriber, at such address as such Subscriber shall have provided in writing to the Company, or at such other address as each such party furnishes by notice given in accordance with this Section 12(h), and shall be effective, when personally delivered, upon receipt and, when so sent by certified mail, four (4) business days after deposit with the United States Postal Service. (i) GOVERNING LAW. This Agreement shall be governed by the interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (j) CONSENTS. The person signing this Warrant on behalf of the Company hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Warrant on behalf of the Company.

(l) FURTHER ASSURANCES. In addition to the instruments and documents to be made, executed and delivered pursuant to this Warrant, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Warrant and the transactions contemplated hereby. (m) SECTION HEADINGS. The Section headings in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant. (n) CONSTRUCTION. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the 9th day of May, 2003. INVISA, INC.
By: /s/ Stephen A. Michael, President ---------------------------------Stephen A. Michael President

EXHIBIT 1 NOTICE OF ELECTION TO EXERCISE WARRANT The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant Certificate dated as of __________, ____, to purchase __________ shares of the Common Stock, no par value, of INVISA, INC. and tenders herewith payment in accordance with Section 1 of said Common Stock Purchase Warrant. __ CASH: $__________________________ = (Exercise Price x Exercise Shares) Payment is being made by: __ enclosed check __ wire transfer __ other __ CASHLESS EXERCISE Net number of Warrant Shares to be issued to Holder: _________* * based on: Current Market Value - (Exercise Price x Exercise Shares) Market Price of Common Stock where: Market Price of Common Stock ["MP"] = $_______________ Current Market Value [MP x Exercise Shares] = $_______________ Please deliver the stock certificate to: Dated: [Name of Holder] By: _____________________________________

Exhibit 10.65 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 9, 2003 (this "Agreement"), is made by and between INVISA, INC., a Nevada corporation, with headquarters located at 4400 Independence Court, Sarasota, Florida 34234 (the "Company"), and the entity named on a signature page hereto (each, an "Initial Investor") (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement). W I T N E S S E T H: WHEREAS, upon the terms and subject to the conditions of the Financing Agreement, dated as of May 7, 2003, between the Initial Investor, as Lender and the Company (the "Financing Agreement"), the Company has agreed to issue and the Initial Investor has agreed to fund the Company's 2003A 7% Convertible Note Due June 9,2004 ("Note"); and WHEREAS, the Note is convertible into shares of Common Stock (the "Conversion Shares", which term, for purposes of this Agreement, shall include shares of Common Stock of the Company issuable in lieu of accrued interest as contemplated by the Note) upon the terms and subject to the conditions contained in the Note; and WHEREAS, upon the terms and subject to the conditions of the Investment Agreement, dated as of May 7, 2003, between the Initial Investor and the Company (the "Investment Agreement"), the Company has agreed to sell and the Initial Investor has agreed to buy shares of Common Stock (the "Investment Agreement Shares", which terms, for purposes of this Agreement, shall include all shares issued and sold by the Company as contemplated by the Investment Agreement); WHEREAS, upon the terms and subject to the conditions of the Investment Agreement, the Company has agreed to issue Warrants to purchase shares of the Company's Common Stock (the "Warrant Shares"); and WHEREAS, to induce the Initial Investor to execute and deliver the Financing Agreement and the Investment Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), with respect to the Registrable Securities; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Initial Investor hereby agree as follows:

1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreement As used in this Agreement, the following terms shall have the following meanings: (a) "Closing Date" means the date hereof. (b) "Effective Date" means the date the SEC declares a Registration Statement covering Registrable Securities and otherwise meeting the conditions contemplated hereby to be effective. (c) "Initial Investor" means Barbell Group, Inc., a Panama corporation. (d) "Investors" means the Initial Investor and any permitted transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof and who holds or Registrable Securities. (e) "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by a determination in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time; in each case where such determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information. (f) "Principal Trading Market" means The NASDAQ/Over-the-Counter Bulletin Board Market or the National Quotations Systems Pink Sheets or the American Stock Exchange or the NASDAQ Small Cap Market.. (g) "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"). (h) "Registrable Securities" means the Conversion Shares, Investment Agreement Shares and Warrant Shares. (i) "Registration Statement" means a registration statement of the Company under the Securities Act covering Registrable Securities on Form SB-2, if the Company is then eligible to file using such form, and if not eligible, on Form S-1 or other appropriate form.

2. REGISTRATION. (a) MANDATORY REGISTRATION. (i) The Company shall prepare and file with the SEC within thirty (30) days after the Closing Date commencing on May 12, 2003 ("Filing Date") a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the aggregate of (x) two hundred percent (200%) of the number of shares into which the Note and all interest thereon through the Maturity Date (as defined in the Note) would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Notes to prevent dilution resulting from stock splits, or stock dividends. The Company will cause such Registration Statement to be declared effective on a date (the "Required Effective Date") which is no later than the earlier of (Y) five (5) business days after oral or written notice by the SEC that it may be declared effective or (Z) ninety (90) days after May 12, 2003 ("Registration Effective Date"), provided that the Registration Effective Date will be extended once to one hundred twenty (120) days after May 12, 2003 only if all of the following occur: (1) the Company files the Registration Statement no later than fifteen (15) days after May 12, 2003; (ii) the Company files an amendment to the Registration Statement on each date which is no later than ten (10) days after the Company receives any comments letter on the Registration Statement from the SEC; and (iii) the Company faxes to Investor's counsel, Edward H. Burnbaum, Esq. at 212-986-2907, each letter containing SEC comments on the Registration Statement within three (3) business days of receiving each such letter from the SEC. (ii) The aggregate number of shares registered for the Investors in each Registration Statement or amendment thereto shall be allocated among the Investors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement. (iii) Initial Investor and any assignees of the Initial Investor agree timely to provide all reasonably requested information concerning the Initial Investor and any assignees which are required for the Registration Statement and any amendment thereto. (b) RESERVED. 3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the Registrable Securities, the Company shall do each of the following: (a) Prepare promptly, and file with the SEC a Registration Statement with respect to not less than the number of Registrable Securities provided in Section 2(a) above, and thereafter use its reasonable best efforts to cause such Registration Statement relating to Registrable Securities to become effective by the Required Effective Date and keep the Registration Statement effective at all times during the period (the "Registration Period") continuing until the earlier of (i) the date when the Investors may sell all Registrable Securities under Rule 144(k) without volume or other restrictions or limits or (ii) the date the Investors no longer own any of the Registrable Securities, which Registration Statement (including any amendments or supplements thereto and Prospectuses, as defined below, contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement; (c) Permit a single firm of counsel designated by the Initial Investor (which, until further notice, shall be deemed to be Novack Burnbaum Crystal LLP, which firm has requested to receive such notification; each, an "Investor's Counsel") to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than three (3) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects; (d) Notify each Investor and the Investor's Counsel and any managing underwriters immediately (and, in the case of (i)(A) below, not less than three (3) business days prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business day following the day (i)(A) when a Prospectus or any Prospectus supplement or posteffective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC in respect of a Registration Statement (copies or, in the case of oral comments, summaries of such comments shall be promptly furnished by the Company to the Investors); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any underwriting agreement) contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the best knowledge of the Company makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish the Investor's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section 3(d) not later than one (1) business day in advance of

the filing of such responses with the SEC so that the Investors shall have the opportunity to comment thereon; (e) Furnish to each Investor and to Investor's Counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary Prospectus and Prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a Prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (f) As promptly as practicable after becoming aware thereof, notify each Investor of the happening of any event of which the Company has knowledge, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request; (g) As promptly as practicable after becoming aware thereof, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of a notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (h) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event, the Investors shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until such Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company shall, if lawful to do so, provide the Investor with at least two (2) business days' notice of the existence (but not the substance of) a Potential Material Event; (i) Use its reasonable efforts to secure and maintain the designation of all the Registrable Securities covered by the Registration Statement on the Principal Trading Market and the quotation of the Registrable Securities on the Principal Trading Market. (j) Provide a transfer agent ("Transfer Agent") and registrar, which may be a single entity, for the Registrable Securities not later than the initial Effective Date. (k) Cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts as the case may be, as the Investors may reasonably request, and, within five (5) business days after a Registration Statement which includes Registrable Securities is ordered effective by the SEC, the Company

shall deliver, and shall cause legal counsel selected by the Company to deliver, to the Transfer Agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) an appropriate instruction and opinion of such counsel, which shall include, without limitation, directions to the Transfer Agent to issue certificates of Registrable Securities(including certificates for Registrable Securities to be issued after the Effective Date and replacement certificates for Registrable Securities previously issued) without legends or other restrictions; and (l) Take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of the Registrable Securities pursuant to the Registration Statement. 4. OBLIGATIONS OF THE INVESTORS. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations: (a) Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement; and (b) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or 3(g), above, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) Each Investor shall as promptly as practicable, notify the Company in writing of the happening of any event of which the Investor has knowledge, as a result of which the Registration Statement, as then in effect, contains an untrue statement of a material fact or omits to state a material fact required to be disclosed, or make the statements therein not misleading, and provide the Company with information required to prepare an amendment or supplement to the Registration Statement or other appropriate filing with the SEC. (d) Each Investor shall provide the Company with complete and accurate information about the Investor or the sale of the Company's securities, which in the reasonable judgment of the Company's counsel, is required to be included in the Registration Statement pursuant to applicable securities laws. 5. EXPENSES OF REGISTRATION. All reasonable expenses (other than underwriting discounts and commissions of the Investor) incurred in connection with registrations, filings or qualifications pursuant to Section 3, but including, without limitation, all registration, listing, and qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company shall be borne by the Company. 6. INDEMNIFICATION. After Registrable Securities are included in a Registration Statement under this Agreement:

(a) To the extent permitted by law, the Company will indemnify and hold harmless, the Investor, the directors, if any, of such Investor, the officers, if any, of such Investor, and each Person (each, an "Indemnified Party"), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, insofar as such Claims (or actions or proceedings, whether commenced in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being collectively referred to as "Violations"). The Company shall reimburse the Investor, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (i) apply to any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Party expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such Prospectus was timely made available by the Company pursuant to Section 3(c) hereof; (ii) be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the Prospectus made available by the Company; or (iii) apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Investor will indemnify the Company, its officers, directors and agents (including legal counsel) (each an "Indemnified Party") against any claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of such Investor, expressly for use in connection with the preparation of the Registration Statement, subject to such limitations and conditions set forth in this Section 6. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party, and shall survive the offering and transfer of the Registrable Securities by the Investor. (b) Promptly after receipt by an Indemnified Party under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Party, as the case may be; provided, however, that an Indemnified Party shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained

by the indemnifying party, the representation by such counsel of the Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 7. CONTRIBUTION. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation; and (c) except where the seller has committed fraud (other than a fraud by reason of the information included or omitted from the Registration Statement as to which the Company has not given notice as contemplated under Section 3 hereof) or intentional misconduct, contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 8. REPORTS UNDER SECURITIES ACT AND EXCHANGE ACT. With a view to making available to Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit Investor to sell securities of the Company to the public without Registration ("Rule 144"), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) if not available on the SEC's EDGAR system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without Registration; and (d) at the request of any Investor holding Registrable Securities (a "Holder"), give its Transfer Agent irrevocable instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent's receipt from such Holder of

(i) a certificate (a "Rule 144 Certificate") certifying (A) that the Holder's holding period (as determined in accordance with the provisions of Rule 144) for the shares of Registrable Securities which the Holder proposes to sell (the "Securities Being Sold") is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that the initial Investor's counsel shall be deemed acceptable) within three (3) business days after request by the Investor that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective Registration Statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent's books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. 9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of the Registrable Securities (or all or any portion of any unconverted Debentures) only if the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, and further provided that any assignee of Registrable Securities agrees to be bound by the terms and conditions of this Agreement. In the event Registrable Securities are assigned after a Registration Statement has become effective pursuant to this Agreement, the Company's obligation with regard to any such assignee shall be limited to amending its effective Registration Statement with regard to any such assignees. 10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who hold a eighty (80%) percent interest of the Registrable Securities (as calculated by the stated value of the Notes). Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. 11. MISCELLANEOUS. (a) A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) Notices required or permitted to be given hereunder shall be given in the manner contemplated by the Financing Agreement, (i) if to the Company or to the Initial Investor, to their respective address contemplated by the Financing Agreement, and (ii) if to any other Investor, at such address as such Investor shall have provided in writing to the Company, or at such other address as each such party furnishes by notice given in accordance with this Section 11(b). (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (e) The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with this Agreement or any of the other Transaction Agreements. (f) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. (g) Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. (h) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. (i) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning thereof. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by telephone line facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. (k) Neither party shall be liable to the other party hereunder for any indirect, special, incidental or consequential damages. (l) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or

undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: INVISA, INC.
By: /s/ Stephen A. Michael, President --------------------------------Name: Stephen A. Michael Title: President

INITIAL INVESTOR: BARBELL GROUP, INC. By: Name:

Title:

Exhibit 10.66 BROKER-DEALER PLACEMENT AGENT SELLING AGREEMENT This agreement is made as of May ___, 2003 by and between Invisa, Inc., a corporation organized under the laws of the State of Nevada, with its principal place of business at 4400 Independence Court, Sarasota, Florida 34234 ("Company") and Capstone Partners, L.C., a limited liability company organized under the State of Utah, with its principal place of business at 3475 Lenox Road, Suite 400, Atlanta, GA 30326. The Company hereby agrees with Broker as follows: 1. Broker is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. ("NASD"), a part of whose business consists of the sale or placement of securities. Broker is also registered as a broker-dealer under the securities laws of one or more states of the United States, including the State of Florida. 2. The Company intends to offer and sell to qualified investors, shares of common stock or other of its securities ("Securities") upon the terms and conditions set forth in negotiated financing transactions hereafter to be developed and agreed upon by the Company with the assistance of the Broker. At present, it is the intention of the parties that a maximum of $1,000,000 aggregate offering amount will be raised through the placement of an Equity Line of Credit for the Company, which is intended to qualify as a private placement of Securities pursuant to exemptions from registration afforded by the Securities Act of 1933 and applicable state law exemptions consistent therewith. This Agreement covers placement agent services and compensation solely with regard to, and is limited to, the placement and finalization of the Equity Line of Credit, including the Advance, as agreed by the Company in its term sheet with BARBELL GROUP , INC providing for same dated April 25, 2003 (the "Equity Line of Credit"). 3. Broker desires to participate in the placement of the Securities for the Equity Line of Credit on a "best efforts" basis by soliciting, through Broker's authorized personnel, or through other broker-dealers selected as dealers acting as additional placement agents, subscriptions for the purchase of the Securities in accordance with the terms of the financing arrangements agreed upon with the Company. The Company desires to authorize Broker to obtain such subscriptions and to seek sources of financing consistent with the Company's interests and it is the purpose of this Agreement to set forth the agreement of the parties relative to such authorization. 4. Broker understands and acknowledges that the offering and sale of the Securities to be offered by the Company have not been and will not be registered with the U.S. Securities & Exchange Commission or any other state regulatory agency, and the Securities will be offered and sold in reliance upon the exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D (Rule 506) promulgated thereunder, as well as various exemptions from registration or qualification afforded by the "blue sky" laws of those jurisdictions in which the Securities are offered or sold. Securities offered and sold in exchange for the Company's financing shall only be made to and subscriptions accepted from "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Act. 5. Broker shall solicit subscriptions to purchase the Securities in compliance with all applicable Federal and state securities laws and the provisions of this Agreement. Copies of any offering documents authorized for distribution by the Company will be furnished to the Broker in reasonable quantities upon specific request. All copies of the offering documents and any other printed or written materials furnished to Broker in connection with the offering shall remain the property of the Company, shall be treated and cared for as set out in this Agreement and shall be returned to the Company forthwith upon request. Broker shall maintain a written record reflecting the distribution and location of all materials furnished in connection with the offering and the identity of all persons to whom such materials are distributed. In addition, Broker shall use its best efforts to: (i) assure that the materials furnished are treated as confidential and not reproduced or redistributed; and (ii) secure the return of all materials furnished to persons who Page 1 of 7

do not subscribe for the Shares. Neither Broker nor any officer, agent employee or other representative of Broker is authorized to utilize or to display to any person, in connection with the solicitation of subscriptions for the Securities any information or material other than the offering documents and such other information or material as may be authorized and actually furnished by the Company to Broker in connection with the Offering. 6. The offering of the Securities will terminate in accordance with the request of the Company, but may be continued by the Company within its discretion. The Company shall have the right, in its sole discretion, to accept or reject any subscriptions tendered by Broker in whole or in part. Subscriptions need not be accepted in the order in which they are received. 7. If applicable to the transaction, all funds received by the Company from subscriptions tendered by Broker and accepted by the Company shall be deposited in an escrow account at a qualified "bank" in order to comply with Rule 15c2-4 under the Securities Exchange Act of 1934 ("Escrow Account") until subscription agreements relative to each purchaser of Securities have been received and accepted by the Company. Upon receipt and acceptance of one or more subscription agreements by the Company, funds will be promptly released to the Company from the above mentioned depository account for such accepted subscription agreements for uses as set forth in any offering documents. In this fashion, the offering will continue up to and including the termination date or until the maximum aggregate amount of the offering is received by the Company, whichever event occurs first. Upon the acceptance of the Equity Line of Credit approved by the Company, Broker will be entitled to receive compensation and/or commissions as described below: (i) Thirteen (13%) percent as a commission based on the principal amount of investment funds actually received by the Company from the Equity Line of Credit that were placed through the direct and indirect placement efforts of the Broker; provided however; (ii) Of the total commission due at the initial closing of the initial $250,000 in aggregate amount of investment proceeds received by the Company, $17,500 shall be paid in cash ("Advance Fee") and the balance of $15,000 deferred for payment as set forth herein ("Deferred Fee"); of the total amount of the Advance Fee payable hereunder, two-thirds or 66.7% of the Advance Fee shall be earned by the Broker and one-third or 33.3% of the Advance Fee shall be earned by and paid over to Crescent Fund, Inc. by the Broker as a finder's fee on behalf of Crescent Fund, Inc. (iii) The Deferred Fee shall be delivered to the Broker at the closing of the initial $250,000 in aggregate amount of investment proceeds received by the Company in the form of 6,000 shares of restricted common stock to issue by the Company ("Stock Fee"). Of the total amount of the Deferred Fee payable hereunder, two-thirds or 66.7% of the Advance Fee (4,000 shares of INSA common stock) shall be earned by the Broker and one-third or 33.3% of the Deferred Fee (2,000 shares of INSA common stock) shall be earned by and paid over to Crescent Fund, Inc. by the Broker as a finder's fee on behalf of Crescent Fund, Inc. By virtue of this Agreement, the shares issued in payment of the Stock Fee shall be included in the registration statement to be required as part of the Equity Line of Credit. The Company shall have a right of redemption in favor of the Company covering the 6,000 shares of common stock at a redemption price equal to $15,000; and Page 2 of 7

(iv) In the event that the shares issued in payment of the Stock Fee are not covered by an effective registration statement filed with the SEC or, in the alternative, are not redeemed by the Company within the earlier of: (i) 120 days of the date of May 12, 2003; or (ii) the date that the Company pays the Note, as defined in the Investment Agreement covering the Equity Line of Credit, then the record holders of said shares shall have the right to "put" the 6,000 shares to the Company at $15,000 plus 10% per annum interest. (v) Compensation to be paid to the Broker on all investment amounts received by the Company under the Equity Line of Credit, except the conversion of the initial $250,000 Advance, shall be paid to Broker out of the proceeds of all Put Amounts as defined in the Equity Line of Credit Investment Agreement, and shall equal 13% in cash on the Put Amounts received. Of the total amount of the compensation payable under the Equity Line of Credit, two-thirds or 66.7% of the fees shall be earned by the Broker and one-third or 33.3% of the fees shall be earned by and paid over to Crescent Fund, Inc. by the Broker as a finder's fee on behalf of Crescent Fund, Inc. The Company shall have no liability or obligation to Broker for any amount other than the cash commissions and Stock Fee provided for herein. The cash commissions and Stock Fee shall be deliverable only if, as, and when investor's funds are received by the Company pursuant to this section and pursuant to the financing to be placed by the Broker. 8. The Company represents and warrants to Broker and agrees as follows: (a) The Company is a "C" corporation duly organized and validly existing under the laws of the State of Nevada with all the requisite power and authority to enter into and perform this Agreement. (b) The Company is not in violation of its Articles of Incorporation; the Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material contract, indenture mortgage, loan agreement, note, lease, tax return or other agreement or instrument to which it is a party or by which it or any of its properties is bound; and the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms hereof have been duly authorized by all necessary action and do not and will not result in any violation of the Articles of Incorporation of the Company and do not and will not conflict with, or result in a breach of any of the tenets or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under, any material indenture, mortgage loan agreement, note, lease, or other agreement or instrument to which the Company is a party or by which it or any of its properties is bound, or any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its properties. (c) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms. (d) Except as may be provided in the Equity Line of Credit, the offer and sale of the Securities has not been and will not be registered with the Securities and Exchange Commission or any other regulatory agency; and insofar as such matters may be subject to the control of the Company, the Securities will be offered in compliance with the requirements of Sections 4(2) and/or 4(6) of the Act and Regulation D promulgated Page 3 of 7

there under, various exemptions from registration or qualification afforded by the "blue sky" laws of those jurisdictions in which the Securities are offered or sold and all other applicable laws, with a view to ensuring that the offering and sale of the Securities will be exempt from the registration or qualification requirements of the Federal and applicable state securities laws as a transaction not involving any public offering. The Company warrants that all appropriate state notices and related filings have been or will be timely filed in accord with all appropriate "blue sky" requirements of each state or other jurisdiction wherein the offering and sale of the Securities shall occur. (e) All offering documents and all amendments thereto, and all collateral sales materials, will not, as of its date, include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements made therein not misleading. (f) The Company shall provide to Broker and to each offeree and his purchaser representative any such information, documents and instruments as may be reasonably requested pursuant to Regulation D and to otherwise comply with such requirements of that rule. (g) The Company agrees not to accept subscriptions for the Securities from persons that do not qualify as "accredited investors" within the definition contained in Rule 501 of Regulation D promulgated under the Securities Act of 1933. (h) The Company, as well as its affiliates, acknowledges that the chief executive officer and controlling shareholder of the Broker, is an attorney licensed to practice law in one or more states and has rendered legal services to the Company, as well as the Company's corporate predecessor(s) in the areas of Federal and state securities law and regulation prior to the date of this Agreement. Accordingly, the Company acknowledges that this Agreement does not provide for the delivery of legal services by the Broker or its chief executive officer, nor are any such legal services contemplated or to be delivered to the Company by separate agreement. Further, that the Company represents and warrants that it intends to rely upon and obtain separate legal representation and advice concerning any and all aspects of the Offering and the Offering Documents. 9. Broker represents and warrants to the Company and agrees as follows: (a) Broker is a limited liability company duly organized and validly existing under the laws of the State of Utah with corporate power and authority to enter into and perform all of its obligations under this Agreement. (b) Broker, if a corporation or limited liability company, is not in violation of its Certificate of Incorporation, Agreement, or By-laws; Broker is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease, tax return or other agreement or instrument to which it is a party or by which it or any of its properties is bound; and the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms hereof have been duly authorized by all necessary action and do not and will not result in any violation of the Certificate of Incorporation, Agreement, or By-laws of Broker, if any, and do not and will not conflict with, or result in a breach of any of the tenets or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Broker under, any material indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which Broker is a party or by which it or any of its properties is bound, or any existing applicable law, rule, regulation, judgment, order or decree of any government, Page 4 of 7

governmental instrumentality or court, domestic or foreign, having jurisdiction over Broker or any of its properties. (c) This Agreement has been duly executed and delivered by Broker and constitutes the legal, valid and binding obligations of Broker, enforceable against it in accordance with its terms. (d) Broker is duly registered pursuant to the provisions of the Securities Exchange Act of 1934 as a dealer and it is duly registered as a broker-dealer in such states that it is required to be so registered in order to carry out the offering contemplated by this Agreement. (e) Broker will: (i) conduct the offering and sale of the Securities in accordance with the provisions of Federal and applicable state securities laws and preserve for the Company the exemption from registration or qualification provided by Sections 4 (2) and/or 4(6) of the Act and/or Regulation D promulgated under the Act and under comparable state securities laws; and (ii) limit the offering of the Securities to persons who meet the suitability standards set forth in the Offering Documents and, prior to any offer of the Securities to any such persons, have reasonable grounds to believe, and in fact believe, that such person meets such standards and maintain memoranda and other appropriate records substantiating the foregoing. (f) If Broker or agents or salesmen of Broker act as a purchaser representative with respect to the Securities, such person shall comply with the requirements of appointment, notice and disclosure contained in Regulation D. (g) Broker will limit the offering of the Securities to solicitations of subscriptions in accordance with Sections 4(2) and/or 4(6) of the Act or Rule 506 of Regulation D promulgated under the Act, and will provide each offeree with a complete copy of the Offering Documents (including all supplements, amendments and exhibits thereto) during the course of the Offering and prior to sale. (h) Broker will, prior to sale afford each offeree and his purchaser representative, if any, the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and to obtain any additional information, to the extent possessed by the Company or obtainable by it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Offering Documents. (i) Broker will not use or employ any information or materials in connection with the offering and sale of the Securities other than the offering documents, unless the same shall have been provided by the Company, and then only if the same are accompanied or preceded by the offering documents. (j) Broker will obtain and forward to the Company all documentation required to accompany subscriptions for Securities, fully and properly completed. 10. Indemnification: (a) The Company shall indemnify, and hold harmless, Broker and each person, if any, who controls Broker, as well as any and all employees, agents, representatives and joint venture affilates of the Broker (within the meaning of either the Act or the Securities Exchange Act of 1934), as follows: (i) Against any and all loss, claim, damage, liability and expense, whatsoever arising out of any untrue statement of a material fact contained in the Offering Page 5 of 7

Documents (or any amendment or supplement thereto), or the omission or alleged omission there from of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) Against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and against any and all expense whatsoever (including fees and disbursements of counsel chosen by Broker and approved by the Company, which approval shall not be unreasonably withheld) reasonably incurred in investigating, preparing or defending against any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or based upon any "blue sky" filings, or lack thereof. It shall be the Company's responsibility to only accept subscription in states where the Company's securities attorney has properly filed Form D with the state of residence of the subscriber or in States where the offer and sale of the Securities would be otherwise permissible pursuant to the securities laws and regulations governing offers and sales of such securities in such states; and (iii) Against any claim or obligation made by Crescent Fund, Inc., a Texas corporation ("Crescent"), whose address is 67 Wall Street, New York, NY 10005 against the Company for compensation that Crescent may claim under that certain Consulting Agreement entered into between Crescent and the Company dated March 6, 2003 as a result of the Broker's success in locating one or more sources of investment capital for the Company. (b) Broker shall indemnify and hold harmless the Company, each director and officer of the Company, and each person who controls the Company (within the meaning of either the Act or the Securities Exchange Act of 1934), each consultant or financial advisor of the Company, and each agent, attorney, or representative of the Company, in the same manner and to the extent set forth in subsection 11(a), against any and all loss, claim, damage, liability and expense described in subsection 11(a), but only with respect to false or misleading statements, or alleged false or misleading statements, made by Broker, or any officer, director, employee or agent of Broker, not contained in the offering documents. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify any indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (d) If the indemnification provided for in Section 10(a) or 10(b) hereof is unenforceable although applicable in accordance with its terms, then the parties agree that in order to provide for just and equitable contribution, they each shall proportionately contribute to the aggregate losses, claims, damages, liabilities or expenses contemplated by such indemnity agreement incurred by each of them, provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 9(f) of the Act) Page 6 of 7

shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 11, each person, if any, who controls the Company or Broker within the meaning of either the Act or the Securities Exchange Act of 1934 shall have the same rights to contribution as the Company and Broker. 12. All representations, warranties, covenants and agreements made herein or in certificates and instruments delivered pursuant hereto, as well as the indemnification provisions contained in Section 11 hereof, shall remain in full force and effect regardless of any investigation made by or on behalf of Broker and its controlling persons, or the Company and its controlling persons, or any agent of any of them, and shall survive sale and delivery of the Securities to be offered under any offering documents and this Agreement. 13. All notices hereunder shall be in writing, and shall be personally delivered or sent by first class registered or certified mail, postage prepaid, to the parties at their respective addresses shown below, or such other addresses as may be so designated. 14. Time shall be of the essence of this Agreement. 15. This Agreement (other than those portions that survive) may be terminated by either party at any time by written notice to the other party. 16. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or its interpretation or effectiveness, and which is not settled between the parties themselves, shall be settled by binding arbitration in Fulton County, Georgia in accordance with the rules of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof. The prevailing party in any litigation, arbitration or mediation relating to collection of fees, or any other matter under this Agreement, shall be entitled to recover all its costs, if any, including without limitation reasonable attorney's fees, from the other party for all matters, including, but not limited to, appeals. This Agreement is made in the State of Georgia, and all questions related to the execution, construction, validity, interpretation and performance of this Agreement and to all other issues or claims arising hereunder, should be governed and controlled by the laws of the State of Georgia. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Company: Invisa, Inc. A Nevada corporation Broker Dealer Capstone Partners, L.C. A Utah limited liability company

By: Stephen A. Michael, President ----------------------------Steve Michael, President

By: Gregory Bartko --------------------------------Gregory Bartko, CEO

Agreed To And Accepted By: Crescent Fund, Inc, (as to Section 7 Only). By execution hereof, Crescent Fund, Inc agrees that the compensation to be paid by Invisa, Inc. to Capstone Partners, LC as provided herein fully and completely satisfies Invisa, Inc.'s obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc and Invisa, Inc. dated March 6,2003, with regard to any compensation due to Crescent Fund, Inc, arising out of or relating to the Equity Line of Credit defined herein and funding from Barbell group, Inc. By: Jeffery Stone Jeff Stone, Its _____________ Page 7 of 7

Exhibit 14 INVISA, INC. CODE OF BUSINESS CONDUCT AND ETHICS AND COMPLIANCE PROGRAM The upholding of a strong sense of ethics and integrity is of the highest importance to Invisa, Inc. (the "Company") and critical to its success in the business environment. The Company's Code of Business Conduct and Ethics and Compliance Program embodies the Company's commitment to such ethical principles and sets forth the responsibilities of the Company to its shareholders, employees, customers, lenders and other stakeholders. The Company's Code of Business Conduct and Ethics and Compliance Program addresses general business ethical principles, conflicts of interests, special ethical obligations for employees with financial reporting responsibilities, insider trading laws, reporting of any unlawful or unethical conduct, political contributions and other relevant issues. GENERAL PRINCIPLES It is the Company's firm belief that effective business relationships can only be built on mutual trust and fair dealing. The Company and all its directors, officers and employees, to whom the Company's Code of Business Conduct and Ethics and Compliance Program is applicable, will conduct themselves in accordance with the standards established herein. The Company's Code of Business Conduct and Ethics and Compliance Program outlines the fundamental principles of legal and ethical business conduct as adopted by the Board of Directors of the Company. It is not intended to be a comprehensive list addressing all legal or ethical issues which may confront the Company's personnel. Hence, it is essential that all personnel subject to the Company's Code of Business Conduct and Ethics and Compliance Program employ good judgment in the application of the principles contained herein. CONFLICTS OF INTEREST Directors, officers and employees of the Company are expected to make decisions and take actions based on the best interests of the Company, as a whole, and not based on personal relationships or benefits. Generally, a "conflict of interest" is an activity that it inconsistent with or opposed to the best interest of the Company or one which gives the appearance of impropriety. As conflicts of interest can compromise the ethical behavior of Company personnel, they should be avoided. Employees should avoid any relationship which would create a conflict of interest. Employees are expected to disclose such relationships and conflicts to their immediate supervisors. Conflicts of interest involving those with whom the Company does business

should also be disclosed in writing to such third parties. Any waivers of conflicts of interest must be approved by the Board of Directors or an appropriate committee. Members of the Board of Directors are to disclose any conflicts of interest and potential conflicts of interest to the entire Board of Directors as well as the committees on which they serve. Directors are to recuse themselves from participation in any decision of the Board or a committee thereof in any matter in which there is a conflict of interest or potential conflict of interest. Set forth below is specific guidance in respect to certain conflicts of interest situations. As it is not possible to list all conflicts of interest situations, it is the responsibility of the individual, ultimately, to avoid and properly address any situation involving a conflict of interest or potential conflict of interest. Company personnel who wish to obtain clarification of the Company's conflicts of interest principles or further guidance with respect to the proper handling of any specific situation should consult his or her immediate supervisor, the Company's legal department or the Company's outside legal counsel. Interest in Other Businesses: All Company's directors, officers and employees and their family members must avoid any direct or indirect financial relationship with third parties with whom the Company has relationships which would involve a conflict of interest or a potential conflict of interest or compromise the individual's loyalty to the Company. Written permission must be obtained from the Company's legal department before any such individual commences an employment, business or consulting relationship with third parties with whom the Company has relationships. Outside Directorships: All Company's directors, officers and employees may serve on the boards of directors of other profit-making organizations only if written permission is obtained from the Company's legal department prior to acceptance thereof. Any outside directorships held at the time of adoption of this Code of Business Conduct and Ethics and Compliance Program by the Company and disclosed to the Company shall be deemed approved by the legal department. No Company's officers and employees may serve on the boards of directors of any business organization which is a competitor of the Company. Individuals who serve as directors of other companies with the written permission of the Company may retain any compensation earned from that outside directorship unless otherwise specifically prohibited by the Company. Unless otherwise specifically authorized, individuals may not receive any form of compensation (whether in the form of cash, stock or options) for service on a board of director of another business organization if such service is at the request of the Company or in connection with the investment of the Company in such business organization. All individuals must recuse themselves from any matters pertaining to the Company and the business organization of which they are directors. 2

The Company reserves the right to request any individual to resign their positions as directors of other business organizations if determined to be in the best interests of the Company notwithstanding that prior approvals for such service had previously been given. The Company may terminate its relationship with any individual who does not comply with the Company's request in this regard. Proper Payments: All individuals should pay for and receive only that which is proper. Company personnel should not make improper payments for the purposes of influencing another's acts or decisions and should not receive any improper payments or gifts from others for the purposes influencing the decisions or actions of Company's personnel. No individual should give gifts beyond those extended in the context of normal business circumstances. Company personnel must observe all government restrictions on gifts and entertainment. Supervisory Relationships: Supervisory relationships with family members present special workplace issues. Accordingly, Company personnel must avoid a direct reporting relationship with a family member or any individual with whom a significant relationship exists. If such a relationship exists or occurs, the individuals involved must report the relationship in writing to the Board of Directors. FINANCIAL REPORTING RESPONSIBILITIES As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission and other relevant regulatory authorities be accurate and timely. Hence, all Company personnel are obligated to provide information to ensure that the Company's publicly filed documents be complete and accurate. All Company personnel must take this responsibility seriously and provide prompt and accurate answers and responses to inquiries related to the Company's public disclosure requirements. The Chief Executive Officer and the Chief Financial Officer of the Company have the ultimate responsibilities of ensuring the integrity of the filings and disclosure made by the Company as required by the rules and regulations of the Securities and Exchange Commission and other relevant regulatory authorities. In the performance of their duties relating to the Company's public disclosure obligations, the Chief Executive Officer, the Chief Financial Officer and all Company personnel must: o Act with honesty and integrity o Provide information that is accurate, complete, objective, fair and timely o Comply with rules and regulations of federal, state and local governments and other relevant public and private regulatory authorities o Act in good faith with due care, competence and due diligence o Respect the confidentiality of information acquired in the course of the performance of one's duties o Promote ethical and proper behavior in the work environment 3

o Report to the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law of the Company's Code of Business Conduct and Ethics INSIDER TRADING It is the policy of the Company to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company's securities. Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. While it may be difficult to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. In addition, material information may be positive or negative. Examples of such information may include: o Financial results o Projections of future earnings or losses o Major contract awards, cancellations or write-offs o Joint ventures with third parties o Research milestones o News of a pending or proposed merger or acquisition o News of the disposition of material assets o Impending bankruptcy or financial liquidity problems o Gain or loss of a substantial customer or supplier o New product announcements of a significant nature o Significant pricing changes o Stock splits o New equity or debt offerings o Significant litigation exposure due to actual or threatened litigation o Changes in senior management o Capital investment plans o Changes in dividend policy Trading on Material Nonpublic Information: With certain limited exceptions, no officer or director of the Company, no employee of the Company or its subsidiaries and no consultant or contractor to the Company or any of its subsidiaries and no members of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company's securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses material nonpublic information concerning the Company, and ending at the close of business on the second trading day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. The 4

term "trading day" shall mean a day on which national stock exchanges and the NASDAQ National Market are open for trading. Tipping: No insider shall disclose ("tip") material nonpublic information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Company's securities. Regulation FD (Fair Disclosure) implemented by the Securities and Exchange Commission provides that when the Company, or person acting on its behalf, discloses material nonpublic information to certain enumerated persons (in general, securities market professionals and holders of the Company's securities who may well trade on the basis of the information), it must make public disclosure of that information. The timing of the required public disclosure depends on whether the selective disclosure was intentional or unintentional; for an intentional selective disclosure, the Company must make public disclosures simultaneously; for a non-intentional disclosure the Company must make public disclosure promptly. Under the regulation, the required public disclosure may be made by filing or furnishing a Form 8-K, or by another method or combination of methods that is reasonably designed to effect broad, non-exclusionary distribution of the information to the public. It is the policy of the Company that all communications with the press be coordinated through Hawk Associates, Inc. Confidentiality of Nonpublic Information: Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is strictly forbidden. Applicability of Insider Trading Regulations to Securities of Other Companies: The insider trading guidelines described herein also apply to material nonpublic information relating to other companies, including the Company's customers, vendors or suppliers ("business partners"), when that information is obtained in the course of employment with, or other services performed on behalf of the Company. All employees should treat material nonpublic information about the Company's business partners with the same care as is required with respect to information relating directly to the Company. DUTY TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT All employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within the Company, consistent with generally accepted accounting principles and both federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to their immediate supervisor and to the Company's Audit Committee. In certain instances, 5

employees are allowed to participate in federal or state proceedings. Any failure to report in appropriate or irregular conduct of others is a severe disciplinary matter. It is against Company policy to retaliate against any individual who reports in good faith the violation or potential violation of the Company's Code of Business Conduct and Ethics and Compliance Program of another. Please refer to the Company's Insider Trading Compliance Manual. Any further inquiries relating to insider trading laws should be directed to the Company's legal department or the Company's outside counsel. POLITICAL CONTRIBUTIONS No assets of the Company, including the time of Company personnel, the use of Company premises or equipment and direct or indirect monetary payments, may be contributed to any political candidate, political action committees, political party or ballot measure without the written permission of the legal department of the Company. COMPLIANCE PROGRAM In order to implement the principles of the Company's Code of Business Conduct and Ethics and to establish a Compliance Program, the Company has adopted the following policies: Size of the Board: In accordance with the Company's by-laws, the Company's Board of Directors has been expanded to consist of seven persons. The Board will periodically review the appropriate size of the Board. Majority of Independent Directors: It is the policy of the Company that a majority of the directors will be nonemployees of the Company and will otherwise meet the appropriate standards of independence. In determining independence, the Board will consider the definition of "independence" under the relevant rules and regulations of the Securities and Exchange Commission and the American Stock Exchange. Management Directors: The Board anticipates that the Company's Chief Executive Officer will be nominated annually to serve on the Board. The Board may also nominate other members of management. Chair; Lead Independent Director: The Board will periodically appoint a Chair. Both independent and management directors, including the CEO, are eligible for appointment as the Chair. The Chair or one of the independent directors (if the Chair is not an independent director) may be designated by the Board to be the "lead independent director." The lead independent director may periodically help schedule or conduct separate meetings of the independent directors. 6

Selection of Board Nominees: The Board will be responsible for the selection of candidates for the nomination of all Board members. The Nominating and Corporate Governance Committee shall recommend candidates for election to the Board. Board Membership Criteria: The Board's policy is to encourage selection of directors who will contribute to the Company's overall corporate goals of responsibility to its shareholders and other stakeholders. Independent Directors' Discussions: It is the policy of the Board that the independent directors, under the direction of the lead independent director, meet separately without management directors at least once per year to discuss such matters as the independent directors may consider appropriate. The Company's independent auditors, outside legal counsel, finance staff, legal staff and other employees may be invited to attend. Access to Information: The Board encourages the presentation at meetings by managers who can provide additional insight into matters being discussed. The Company's executive management will afford each Board member full access to the Company's records, information, employees, outside auditors and outside counsel. Board Committees: The Board shall have three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. From time to time, the Board may establish additional committees. Committee Member Selection: The Board will designate the members and Chairs of each committee. The membership of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall meet all applicable criteria of the rules and regulations of the Securities and Exchange Commission and the American Stock Exchange. Committee Functions: The Board of Directors shall adopt a Committee Charter for each of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee which shall provide the structure and guiding principles of such committees. The full authority and responsibilities of each committee are fixed by resolution of the full Board of Directors and the Committee Charter. The following is a brief summary of the authority of each committee: o Audit Committee. Review the Company's financial procedures and controls; monitor financial reporting and select and meet with independent auditors. o Compensation Committee. Review and approve compensation arrangements for the Company's executive officers and awards under employee benefit plans, including the Company's stock option plans. o Nominating and Corporate Governance Committee. Recommend to the full Board candidates for election to the Board and changes to governance policies. 7

Insider Trading Compliance: The Board of Directors shall adopt an Insider Trading Compliance Program for the purposes of educating and ensuring the all subject persons are fully aware of the rules and regulations of the Securities and Exchange Commission with respect to insider trading. All Company personnel shall have full access to the legal department of the Company and the Company's outside counsel with respect to any insider trading questions or issues. Financial Reporting; Legal Compliance and Ethics: The Board's governance and oversight functions do not relieve the Company's executive management of its primary responsibility of preparing financial statements which accurately and fairly present the Company's financial results and condition, the responsibility of each executive officer to fully comply with applicable legal and regulatory requirements or the responsibility of each executive officer to uphold the ethical principles adopted by the Company. Corporate Communications: Management has the primary responsibility to communicate with investors, the press, employees and other stakeholders on a timely basis and to establish policies for such communication. Access to Legal Department and Outside Counsel: All Company personnel shall be accorded full access to the Company's legal department and the Company's outside legal counsel with respect to any matter which may arise relating to the Company's Code of Business Conduct and Ethics and Compliance Program. 8

Exhibit 21 Subsidiaries of the Registrant . SmartGate, L.C., a Florida Limited Liability Company . Radio Metrix Inc., a Nevada Corporation

Exhibit 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF INVISA, INC. PURSUANT TO 18 U.S.C. ss.1350 Pursuant to 18 U.S.C. ss.1350 and in connection with the annual report of Invisa, Inc. (the "Company") for the year ended December 31, 2002, I, Stephen A. Michael, Chief Executive Officer of the Company, hereby certify that to the best of my knowledge and belief: 1. The Company's 10-KSB for the year ended December 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Company's 10-KSB for the year ended December 31, 2002, fairly presents, in all material respects, the financial condition and results of operations of the Company for said period.
/s/ Stephen A. Michael ------------------------------------------Stephen A. Michael, Chief Executive Officer Date: June 23, 2003

A signed original of this written statement has been provided to Invisa, Inc. and will be retained by Invisa, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF INVISA, INC. PURSUANT TO 18 U.S.C. ss.1350 Pursuant to 18 U.S.C. ss.1350 and in connection with the annual report of Invisa, Inc. (the "Company") for the year ended December 31, 2002, I, Edmund C. King, Chief Financial Officer of the Company, hereby certify that to the best of my knowledge and belief: 1. The Company's 10-KSB for the year ended December 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Company's 10-KSB for the year ended December 31, 2002, fairly presents, in all material respects, the financial condition and results of operations of the Company for said period.
/s/ Edmund C. King --------------------------------------Edmund C. King, Chief Financial Officer Date: June 23, 2003

A signed original of this written statement has been provided to Invisa, Inc. and will be retained by Invisa, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


								
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