Exhibit 10.82

January 6, 2004

Mr. David L.E. Jones
President
SDR Metro
27367 Tungsten Road
Euclid, OH 44132

Dear David:

This is to confirm our agreement to extend the $600,000 payment due described in the Note between Radio Metrix Inc. and SDR Metro Inc. dated January 8, 2002 (the "Note"). Payment in full of the $600,000 will now be due on February 9, 2004.

This change in the required date of payment does not alter or extend our 180 day period for right of redemption (described in the Remedy Upon Default Agreement dated January 8th, 2002) -- in other words the "clock starts ticking" on the right of redemption period on January 9, 2004.

However, if SDR Metro receives $250,000 from us by February 8th, 2004 or earlier, you will accept that as full and final payment of the Note.

As mentioned to you last night, we invite Brent Simon to visit us in the next few weeks here in Sarasota so that we can have a "brainstorming" session with our team (on our nickel). Based upon my dinner discussion with Brent, I think that he could help to significantly accelerate and expand Invisa's development efforts. While we did not have the chance to delve into specifics, I hope that Brent would want to work with us as a paid consultant. We should finalize compensation arrangements in our first meeting.

Agreed and Accepted,

By: /s/ Herb M. Lustig                        By: /s/ David L.E. Jones
    --------------------------                    -------------------------
    Herb M. Lustig                               David L.E. Jones
    President and CEO                            President
    Invisa, Inc. (parent company of              SDR Metro, Inc.
    Radio Metrix)



/s/ Barbara J. Baker       1-07-04            /s/ Pamela S. Brooking
Barbara J. Baker                              Hendricks County
MY COMMISSION # DD092635 EXPRESS              Expires 10/23/11
April 30, 2006
BONDED THRU TROY FAIN INSURANCE, INC.

Exhibit 10.83

SDR METRO INC.
27367 Tungsten Rd. -- Euclid, OH 44132
216-289-6500 -- Fax 216-289-6560

February 8, 2004

Herb M. Lustig
Invisa Inc.
4400 Independence Court
Sarasota, FL 34234
941-355-9361

Dear Herb,

This letter is to reconfirm our agreement to further extend the $600,000 payment due described in the Note between Radio Metrix Inc. and SDR Metro Inc. dated January 8, 2002 (the "Note"). The extension terms are as follows:

SDR Metro Inc. agrees to accept $250,000 as full and final payment of the Note if the following installment payment schedule is maintained. Otherwise, if the entire installment payment is not received on or before the due dates listed below then the entire $600,000 payment minus any installment payments will be due immediately and the Note will be in default. All other terms and conditions remain the same including the 180-day period for right of redemption (described in the Remedy Upon Default Agreement dated January 8th, 2002).

Installment #2 - $ 75,000 due on or before March 8th, 2004.
Installment #3 - $ 75,000 plus quarterly 8% interest (according to Note) due
                 on or before April 8th, 2004.


Agreed and Accepted,

By: /s/ David L.E. Jones                    By: /s/ Herb M. Lustig
    -----------------------                     ------------------------
    David L.E. Jones                            Herb M. Lustig
    President                                   President and CEO
    SDR Metro, Inc.                             Invisa, Inc. (parent company of
                                                Radio Metrix)

Exhibit 10.84

SEVERANCE AGREEMENT

This Severance Agreement (the "Agreement") is made this 26th day of January, 2004 and effective this 26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation (the "Company") and Stephen A. Michael ("Michael").

RECITALS:

WHEREAS, Michael is the co-founder of the Company and has been employed by the Company since February 9, 2000 and is a member of its Board of Directors; and

WHEREAS, Michael and the Company have determined that it is in the best interest of Michael and the Company that his employment with the Company be terminated and that he continue to provide services to the Company as a member of its Board of Directors, and as an independent consultant pursuant to a consulting agreement to be executed by the parties; and

WHEREAS, Michael and the Company have executed a term sheet on November 6, 2003 (the "Term Sheet") which outlines the basic terms under which Michael's employment will be terminated and the manner in which he will continue to provide services to the Company; and

WHEREAS, Michael and the Company wish to formalize the Term Sheet into a final and detailed agreement.

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and for additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company and Michael agree as follows:

1. TERMINATION OF EMPLOYMENT. Michael's employment with the Company shall terminate on January 31, 2004 and he shall be paid his current salary through said date. Commencing February 1, 2004, Michael shall provide services to the Company as an independent consultant pursuant to the consulting agreement substantially in the form attached hereto (the "Consulting Agreement").

2. ACCRUED COMPENSATION. The parties acknowledge that Michael is owed $303,607.50 in accrued salary and bonuses ("Accrued Compensation"). The Company shall pay Michael the Accrued Compensation as follows:

i. $60,000.00 on or before January 27th, 2004, and $5,000.00 on or before February 28, 2004. The notice and cure period on paragraph 6 of this Agreement shall not apply to the $60,000.00 and $5,000.00 payments, and failure to timely make these payments shall immediately invoke the provisions of paragraphs 6.1, 6.2 and 6.3 of this Agreement.

ii. $56,174.33 if this Company raises $2,000,000.00 following the date of this Agreement, in total from all sources. The $56,174.33 payment shall be made to Michael within thirty (30) days following the date that the Company has raised $2,000,000.00;

iii. $84,261.50 if the Company raises $3,000,000.00 following the date of this Agreement, in total from all sources. The $84,261.50 payment shall be made to Michael within thirty (30) days following the date that the Company has raised $3,000,000.00; and

iv. $98,171.67 if the Company raises $4,000,000.00 following the date of this agreement, in total from all sources. the $98,171.67 payment shall be made within thirty (30) days following the date that the Company has raised $4,000,000.00.

[For illustration: if the Company raises $2,000,000.00 by April 1, 2004 and an additional $1,000,000.00 dollars by May 2004 and an additional $1,000,000.00 by June 1, 2004, Michael shall be paid $56,174.33 by May 1, 2004, $84,261.50 by June 1, 2004 and $98,171.67 by July 1, 2004.]

The Company will provide Michael with a quarterly capital input report
(consisting of gross dollars received, date received, accumulated total dollars)
of all capital input from any source, including but not limited to equities purchased through private offerings, exercised options, exercised warrants, puts or sales of equities through pre-arranged financing. This report will be faxed and mailed to Michael by the tenth of the following month.

3. FORGIVENESS OF NOTE BY COMPANY. The parties acknowledge that Michael owes the Company $74,384.00 pursuant to promissory note dated October 15, 2000 (the "$74,384.00 Note") and $375,000.00 pursuant to a note dated December 29, 1999 (the "$375,000.00 Note"). The $74,384.00 Note shall be forgiven by the Company on February 9, 2005, which is its maturity date, and the $375,000.00 Note shall be forgiven by the Company on December 29, 2004 which is its maturity date. The Company shall timely pay all taxes incurred by the Company and Michael, as a direct result of the forgiveness of the $74,384.00 Note and $375,000.00 Note. Michael's tax obligation paid by the Company pursuant to this
Section 3 shall be calculated based upon Michael's current tax rate for the applicable tax year.

4. SALES OF SHARES. The Company acknowledges and agrees that all shares of the Company's stock issued to and owned by Michael, are fully vested, non-assessable, and subject to no defenses or claims of any nature or kind. Michael agrees that any sales of his shares of the Company's common stock shall be made in accordance with Rule 144 of the Securities Act of 1933, and that any such sales from November 6, 2003 through June 30, 2004 shall be limited to no more than 20,000 shares per month. The Company agrees that it will furnish any legal opinions or other documents as requested by Michael or his broker in connection with any such 144 sales within five business days of the Company's receipt of said request.

All options issued to Michael under the Company's 2002 Incentive Plan are deemed fully vested as of November 6, 2003. Additionally, Sections 6.6, 6.7, 10.1, and 10.2 of the 2002 Incentive Plan are not applicable to Michael's 2002 Incentive Plan options. Where the provisions of this paragraph conflict with the provisions of the 2002 Incentive Plan and Michael's 2002 Incentive Plan Option Agreement, the provisions hereof prevail.

The Company shall, as soon as eligible, file a Registration Statement on Form S-8 with the United States Securities and Exchange Commission to register the shares that would be issued to Michael upon exercise of the options granted to him under the Company's 2000 Employee,

Director, Consultant and Advisor Stock Compensation Plan (the "Option Shares") or alternatively, provide for "piggyback" registration of the Option Shares in a Registration Statement if the Company is filing such a Registration Statement and same is filed by the Company prior to the eligibility of an S-8 filing.

The Company shall attempt to reclaim 61,670 shares of stock pledged, by Michael as collateral, to an entity known to both of the parties as "Barbell". If the Company is unable to reclaim the shares by February 28, 2004, it shall terminate its efforts to reclaim the shares and shall notify Michael that it was unable to reclaim said shares. Upon such notification, Michael may attempt to reclaim the pledged shares. The Company agrees to provide Michael with all relevant documents and records regarding the "Barbell" within five (5) days of his request. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge that the Company's inability to obtain the pledged shares shall not be deemed a breach of this Agreement.

5. FORGIVENESS OF OBLIGATIONS BY MICHAEL. Michael agrees to forgive notes and interest due him as a result of the RMI transaction in the amount of $601,208.05 (collectively the "RMI NOTE"). In addition, Michael and the Company acknowledge that the February 9, 2000 employment agreement, executed by the Company and Michael (the "Employment Agreement") shall be cancelled, void and of no effect on the effective date of this Agreement. Accordingly, Michael shall not be entitled to any compensation or benefits under the Employment Agreement, including without limitation, the five-year severance payment, car allowance and health insurance.

6. BREACH OF AGREEMENT. In the event that the Company breaches any of its obligations under this Agreement, and said breach is not cured within fifteen (15) days following notice by Michael to the Company of said breach:

i. The RMI Note shall be deemed restored and shall be immediately due and payable to Michael in full as if this Agreement was never entered into by the parties;

ii. The Accrued Compensation shall become immediately due and payable to Michael; and

iii. Michael shall be entitled to all legal remedies available under this Agreement to collect any monies which he is owed pursuant to this
Section 6, including all reasonable attorney fees and costs which he incurs in furtherance of such collection efforts.

7. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below:

To the Company:                 To Stephen A. Michael:

Herb M. Lustig, CEO             Stephen A. Michael
Invisa, Inc.                    7813 Broadmoor Pines Blvd.
4400 Independence Court         Sarasota, Florida 34243
Sarasota, FL 34234              Fax: (941) 358-1795

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

8. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any arbitrator or arbitration panel, as the case may be, may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein.

9. COMPLETE AGREEMENT. Except for the Confidentiality/Waiver of Interest Agreement and Covenant Not to Compete executed by the parties on November 6, 2003 (collectively the "confidentiality and Non Compete Agreements"), and the Consulting Agreement, this Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Michael and the Company, including without limitation the Employment Agreement and the Term Sheet. The parties further acknowledge that the Company is fully and completely honoring and satisfying all severance obligations which it owes to Michael by complying with the terms of this Agreement.

10. CONFIDENTIALITY AND NON COMPETE AGREEMENTS. Notwithstanding any other agreement executed by the parties or the termination of the Employment Agreement, the parties acknowledge that the Confidentiality and Non Compete Agreements shall remain in full force and effect. The parties further acknowledge that the mediation and remedy provisions contained in paragraph 4 and 5 of the Covenant Not To Compete and paragraph 7 and 8 of the Confidentiality/Waiver of Interest Agreement respectively, are the dispute resolution and remedy provisions that govern the parties under the Confidentiality and Non Compete Agreements. To this extent, Section 12 of this Agreement shall not be applicable to the Confidentiality and Non Compete Agreements.

11. COUNTERPARTS. This Agreement may be simultaneously executed in three counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.

12. MEDIATION/ARBITRATION PROVISION. The parties shall in good faith endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement first by mediation through a mediator selected by the parties and if not resolved by mediation, then the parties agree to resolve all claims or disputes by binding arbitration in accordance with this Section. the party seeking mediation shall submit a written notice for mediation to the other party (the "Notice"). The parties shall agree on a mediator and mediation date within ten business (10) days from the date of the Notice. If the parties are unable to agree upon a mediator and mediation date within ten (10) days from the date of the Notice, the matter shall, within twenty (20) days from the date of the Notice, be referred to the American Arbitration Association for final and binding arbitration. If the matter is mediated but not resolved by mediation, the matter shall, within ten (10) days from the last mediation proceeding, be referred to the American Arbitration Association for

final and binding arbitration. The arbitration proceedings shall take place in Sarasota County, Florida and shall be governed by the Florida Arbitration Code and the rules pertaining to commercial arbitration of the American Arbitration Association then in effect (except the provisions of this paragraph shall govern if in conflict with such rules). There shall be one arbitrator if the amount in controversy is less than twenty four thousand dollars ($24,000), and otherwise there shall be three arbitrators. The arbitration award may be entered in any court of competent jurisdiction as provided for in this Agreement for an order of enforcement if necessary. The prevailing party in the arbitration proceeding shall be entitled to collect from the non-prevailing party, the cost of the arbitration and reasonable attorneys' fees incurred by the prevailing party as a direct result of the arbitration.

13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties.

14. DRAFTSMAN. In construing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and Michael.

15. SEC COMPLIANCE. Michael acknowledges that the Company, as of the date hereof, is a "Reporting Company" under the Securities Exchange Act of 1934 as amended (the "Act"). While the Company remains a Reporting Company, its officers and directors, and certain shareholders are required to file periodic reports under Section 16, as it relates to the ownership, acquisition and disposition of their equity in the Company. Michael agrees that he will timely file Section 16 reports regarding his equity ownership in the Company. Michael further agrees that he will abide by Regulation FD and the Company's written policies as may adopted from time to time regarding insider trading and disclosure of non-public information, where with regard to insider trading policies, such policies are not in conflict with selling plans previously adopted or which may be adopted by Michael from time to time pursuant to SEC rule 10(b)5-1 for sales of Invisa stock, provided such plans and sales thereunder are in compliance in all respects with the requirements of SEC rule 10(b)5-1.

16. BINDING AGREEMENT. The parties represent and warrant that each has consulted with legal counsel of their choice in connection with the review, approval and execution of this Agreement; that each understands this Agreement is a legally binding contract; that each has read and understands this Agreement; and that each intends to be bound by each provision of this Agreement.

17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and venue for any legal action taken pursuant to this Agreement shall be in Sarasota County, Florida.

18. MISCELLANEOUS. Captions are for convenience only. In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form or vice versa and plural terms shall be substituted for singular and singular for plural for any place which the context so requires.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written:

INVISA, INC.

By: /s/ Joseph Movizzo                           /s/ Stephen A. Michael
    ----------------------------                 -------------------------
    Joseph Movizzo, Director                     Stephen A. Michael



By: /s/ Robert Knight
    ----------------------------
    Robert Knight, Director

Exhibit 10.85

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is made and entered into this 26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation, (the "Company") and Stephen A. Michael (the "Consultant").

RECITALS

WHEREAS, the Consultant is the co-founder of the Company and has been employed by the Company since February 9, 2000 and is a member of its Board of Directors; and

WHEREAS, the Consultant's employment with the Company terminates effective January 31, 2004 and the Company and Consultant have determined that it is in the best of interest of the Company that Consultant continue to provide services to the Company as an independent consultant pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and for additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company and the Consultant agree as follows:

1. TERM. On the terms and subject to the conditions of this Agreement, Consultant agrees to provide consulting services to the Company and the Company agrees to accept such services. The term of this Agreement shall commence on February 1, 2004, and shall continue in effect for a period of 12 months from said data and terminate on January 31, 2005 unless earlier terminated as provided for in this Agreement.

2. DUTIES. The Consultant shall provide services to the Company as are requested from time to time by the Board of Directors and agreed to by the Consultant. The scope of these services is more specifically set forth in Exhibit "A" attached hereto and incorporated herein (the "Duties"). The parties acknowledge that specific time allocations for specific projects undertaken by the Consultant in furtherance of his Duties will be difficult to develop. However, where practical, time allocations and/or a budget for such specific projects will be mutually agreed upon by the parties. The Board of Directors will ensure that reasonable cooperation is provided by the Company to assist the Consultant in the completion of such projects. The Consultant shall use the experience, tools, research and resources which may be provided by the Company. The Consultant acknowledges that any employees of the Company who may assist the Consultant with his Duties shall do so solely at the direction of the Company and shall report directly and exclusively to the Company. The Consultant shall conduct himself at all times during the term of this Agreement with the same high standards of professionalism that would be expected from a representative of the Company and shall consult with the Company's CEO to ensure that the services which the Consultant is providing to the Company do not interfere with the overall goals and direction of the Company.

3. COMPENSATION AND SCHEDULE OF SERVICE. Except as otherwise provided for in this Section 3, the Company shall pay the Consultant $550.00 per day for each day which the Concurrent provides services to the Company pursuant to this Agreement. The parties acknowledge that any six hours expended by the Consultant during the day in furtherance of his Duties, including travel, shall constitute a billable day. Billable time starts and ends when navel begins and ends. In the event, that the Consultant provides less than six hours of service to the Company during a day, such service shall be billed at $67.85 per hour. The Parties further acknowledge that a billable day shall be between 9:00 A.M. and 5:00 P.M. ("Normal Business Hours"). The Consultant shall expend time for the Company outside Normal Business Hours only at the request of the Company. The

Consultant shall be paid $137.50 per hour for time expended outside Normal Business Hours. Unless otherwise agreed to by the parties, the Consultant shall provide no more than 15 days per month of service to the Company which shall be preformed by the Consultant on Mondays through Thursdays. The Consultant shall bill no more than 10 hours a month as "in office time" which for purposes of this Agreement shall be deemed time spent by the Consultant at the Consultant's home office or any other facility where the Consultant maintains an office independent from the Company. Notwithstanding anything to the contrary contained in this Agreement, the Consultant shall not be paid for attending any meetings of the Company's Board of Directors or for any work which he performs in furtherance of his responsibilities as a director. Subject to the terms of this Agreement, the Consultant shall set his own schedule in which he will perform his Duties and shall use his best efforts to notify the Company in writing of his schedule one month in advance. The Consultant acknowledges that the performance of his Duties will, where practical, take priority over any commitments which he may have outside of this Agreement. The Company shall pay the Consultant for services rendered pursuant to this Section 3 of the Agreement, within 10 days following the presentment by the Consultant to the Company of invoices, accompanied by short form project updates and/or relevant reports and other documentation as may be agreed to by the parties.

4. REIMBURSEMENT OF EXPENSES. The Company shall reimburse the Consultant for mileage incurred in furtherance of his Duties at current IRS rates. The Company shall reimburse the Consultant for all other reasonable expenses incurred by the Consultant, in furtherance of his Duties, consistent with the Company's policy, including but not limited to air travel, car rentals, hotel accommodations, telephone usage, entertainment and developmental or demonstrative hardware. Unless otherwise agreed to by the parties, the Company shall make all airline, car rental and hotel reservations. The parties acknowledge that rental cars shall be mid-size or larger (GM where possible) and the hotels will be Marriott Court yard, Holiday Inn Express or better. Except for airline reservations which will be prepaid by the Company as part of the reservation process, the Company shall reimburse the Consultant for out-of-pocket expenses incurred by the Consultant pursuant to this Section 4 of the Agreement within 10 days following the presentment by the Consultant to the Company of the receipts documenting such expenses.

5. UNPAID INVOICES AND EXPENSES. Notwithstanding anything to the contrary contained in this Agreement, the outstanding balance owed by the Company to the Consultant for unpaid invoices and expenses shall not exceed $6,000.00. In the event the outstanding balance exceeds $6,000.00, the Consultant may discontinue providing services under this Agreement, until such time as the outstanding balance is less than $6,000.00.

6. BREACH AND OPPORTUNITY TO CURE. If a party is in breach of any provisions of this Agreement and fails to cure said breach within 30 days, following written notice by the non-breaching party to the breaching party, the non-breaching party may terminate this agreement. In the event that this Agreement is terminated because the Company has failed to cure its breach within said thirty (30) day period, all monies due Michael under this Agreement will be deemed immediately due and payable.

7. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below:

To the Company:                            To Consultant:

Herb M. Lustig, CEO                        Stephen A. Michael
Invisa, Inc.                               7813 Broadmoor Pines Blvd.
4400 Independence Court                    Sarasota, FL 34243
Sarasota, FL 34234                         Fax: (941) 358-1795

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

8. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any arbitrator or arbitration panel, as the case may be, may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein.

9. COMPLETE AGREEMENT. Except for the Confidentiality/Waiver of Interest Agreement and Covenant Not To Compete executed by the parties on November 6, 2003, (collectively the "Confidentiality and Non Compete Agreements") and the Severance Agreement executed by the parties, this Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between the Consultant and the Company, including without limitation the employment agreement executed by the patios no February 9, 2000 and the term sheet executed by the parties on November 6, 2003.

10. CONFIDENTIALITY AND NON COMPETE AGREEMENTS. Notwithstanding my other agreement executed by the parties, or the termination of the February 9, 2000 Employment Agreement, the parties acknowledge that the Confidentiality and Non Compete Agreements shall remain in full force and effect. The parties further acknowledge that the mediation and remedy provisions contained in paragraphs 4 and 5 of the Covenant Not to Compete and paragraphs 7 and 8 of the Confidentiality/Waiver of Interest Agreement respectively, are the dispute resolution and remedy provisions that govern the parties under the Confidentiality and Non Compete Agreements. To this extent, Section 12 of this Agreement shall not be applicable to the Confidentiality and Non Compete Agreements.

11. COUNTERPARTS. This Agreement may be simultaneously executed in three counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.

12. MEDIATION/ARBITRATION PROVISION. The parties shall in good faith endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement first by mediation through a mediator selected by the parties and if not resolved by mediation, then the parties agree to resolve all claims or disputes by binding arbitration in accordance with this Section. The party seeking mediation shall submit a written notice for mediation to the other party (the "Notice"). The parties shall agree on a mediator and mediation date within ten business (10) days from the date of the Notice. If the parties are unable to agree upon a mediator and mediation date within ten (10) days from the date of the Notice, the matter shall, within twenty (20) days from the date of the Notice, be referred to the American Arbitration Association for final and binding arbitration. If the matter is mediated but not resolved by mediation, the matter shall, within ten (10) days farm the last mediation proceeding, be referred to the American Arbitration Association for final and binding arbitration. The arbitration proceedings shall take place in Sarasota County, Florida and shall be governed by the Florida Arbitration Code and the rules pertaining to commercial arbitration of the American Arbitration Association then in effect (except the provisions of this paragraph shall govern if in conflict with such rules). There shall be one arbitrator if the amount in controversy is less than twenty four thousand dollars ($24,000), and otherwise there shall be three arbitrators. The arbitration award may be entered in any court of competent jurisdiction, as provided for in this Agreement, for an order of enforcement if necessary. The prevailing party in the arbitration proceeding shall be entitled to collect from the non-prevailing party, the cost of the arbitration and reasonable attorneys' fees incurred by the prevailing party as a direct result of the arbitration.

13. AMENDMENTS/WAIVERS. This Agreement nose only be modified, amended, or waived by a writing duly authorized and executed by 411 parties.

14. DRAFTSMAN. In constructing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company sued the Consultant.

15. SEC COMPLIANCE. The Consultant acknowledges that the Company, as of the date hereof, is a "Reporting Company" under the Securities Exchange Act of 1934 as stranded (the "Act'). While the Company remains a Reporting Company, its officers and directors, and certain shareholders are required to file periodic reports under Section 16, as it relates to the ownership, acquisition and disposition of their equity in the Company. The Consultant agrees that he will timely file Section 16 reports regarding his equity ownership in the Company. The Consultant further agrees that he will abide by Regulation FD and the Company's written policies as may adopted from time to time regarding insider trading and disclosure of non-public information, where with regard to insider trading policies, such policies are not in conflict with selling plans previously adopted or which may be adopted by Michael from time to time pursuant to SEC Rule 10(b) 5-1 for sales of Invisa stock, provided such plans and sales thereunder are in compliance in all respects with the requirements of SEC Rule 10(b) 5-1.

16. BINDING AGREEMENT. The parties represent and warrant that each has consulted with legal counsel of their choice in connection with the review, approval and execution of this Agreement, that each understands this Agreement is a legally binding contract; that each has read and understands this Agreement; and that each intends to be legally bound by each provision of this agreement.

17. RELATIONSHIP CREATED. No joint venture, partnership, employment, agency or similar agreement is created between the parties. Consultant is an independent contractor and shall act as such hereunder.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and venue for any legal action taken pursuant to this Agreement shall be in Sarasota County, Florida.

19. MISCELLANEOUS. Captions are for convenience only. In constructing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form or vice versa and plural terms shall be substituted for singular and singular for plural for any place which the context so requires.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written:

INVISA, INC.

By: /s/ Joseph Movizzo                  /s/ Stephen A. Michael
   ------------------------             ------------------------
   Joseph Movizzo, Director             Stephen A. Michael


By: /s/ Robert Knight
   -----------------------
   Robert Knight, Director

EXHIBIT A

Consulting Agreement
Between
Invisa, Inc.
and
Stephen A. Michael

In accordance with Paragraph 2, Consultant shall use his best efforts so to seek out and identify new opportunities for integration, application, licensing, and sales of InvisaShield technology (or any technology the Company may develop or acquire). Consultant shall use his best efforts to research, identify, present and follow-up and report his findings to the Company's Board of Directors.

Exhibit 10.86

SEVERANCE AGREEMENT

This Severance Agreement (the "Agreement") is effective as of the 31st day of December 2003 by and between Invisa, Inc. a Nevada corporation (the "Company") and William W. Dolan ("Dolan").

RECITALS:

WHEREAS, Dolan has been employed by the Company as Secretary, General Counsel and Industry Liaison pursuant to an Employment Agreement dated as of May 15, 2001 ("May 15 Employment Agreement"); and

WHEREAS, on December 28, 2003, Dolan, for personal reasons, submitted his 30-day Notice of voluntary termination of the May 15 Employment Agreement; and

WHEREAS, the parties acknowledge that Dolan's employment with the Company was terminated on December 31, 2003; and

WHEREAS, Dolan and the Company have determined that it is in the best interest of Dolan and the Company to waive the 30-day notice requirement under the May 15 Employment Agreement; and

WHEREAS, Dolan and the Company have agreed to the terms of a severance arrangement which is memorialized by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and for additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company and Dolan agree as follows:

1. TERMINATION OF EMPLOYMENT. Dolan's last day of employment with the Company was December 31, 2003. In addition, Dolan and the Company acknowledge that the May 15, 2001 Employment Agreement shall be cancelled, void and of no effect, following the date written above. Accordingly, Dolan shall not be entitled to any compensation or benefits under the Employment Agreement, including, without limitation, any severance, car allowance, or health insurance.

2. COVENANT NOT TO COMPETE AND CONFIDENTIALITY AGREEMENT. Attached hereto is a Covenant Not to Compete and a Confidentiality Agreement/Waiver of Interest Agreement which the Company and Dolan agree shall be entered into simultaneously with the execution of this Agreement (collectively the "Non-Compete and Confidentiality Agreements"), and the parties further acknowledge and agree that the Non-Compete and Confidentiality Agreements supersede and replace, in their entirety, the Covenant Not to Compete and Confidentiality Agreements previously entered into by the parties on May 15, 2001. The parties further acknowledge that the mediation and remedy provisions contained in Paragraphs 4 and 5 of the Non-Compete Agreement and Paragraphs 7 and 8 of the Confidentiality Agreement respectively, are the dispute resolution and remedy provisions that govern the parties under the Non-Compete and Confidentiality

Agreements respectively. To this extent, Section 10 of this Agreement shall not be applicable to the Non Compete and Confidentiality Agreements,

3. RESTRICTION ON SALES OF SHARES. The Company acknowledges and agrees that all of the 551,941 shares of the Company's common stock issued to and owned by Mr. Dolan ("Dolan Shares") are fully vested, non-assessable, and subject to no defenses or claims of any nature or kind. The Company and Dolan acknowledge that the Dolan Shares are currently held by Michael Morrison as Trustee ("Trustee") of the William W. Dolan Irrevocable Trust, a Trust created by Mr. Dolan in which he is the beneficiary ("Trust"). Dolan and Trustee agree that any sales of Dolan Shares shall be made in accordance with Rule 144 of the Securities Act of 1933, and that: (i) during the period from January 1, 2004 through June 30 2004, there will be no sales of Dolan Shares; (ii) during the period from July 1,2004 through December 31,2004, any sales of Dolan Shares shall be limited to no more than 5,000 Dolan Shares per month; and (iii) during the period from January 1, 2005 through December 31, 2005, any sales of Dolan Shares shall be limited to no more than 10,000 Dolan Shares per month. The Company agrees that it will furnish any legal opinions or other documents as requested by Dolan or his broker in connection with any such Rule 144 sales of Dolan Shares within five business days of the Company's receipt of said request. The Trustee joins in this Agreement for the purpose of being bound by the provisions of this Paragraph and Paragraph 11 of this Agreement. The Company acknowledges that the restrictions on sales set forth in this Paragraph are applicable only to the Dolan Shares, and are not applicable to shares owned by trusts created by Samuel S. Duffey for his family members (i.e. - Spencer C. Duffey Irrevocable Trust u/a/d 7/29/98, Elizabeth Rosemary Duffey Irrevocable Trust u/a/d 7/29/98, Grace Duffey Irrevocable Trust u/a/d 1/16/00) which are trusts in which Mr. Dolan serves as the trustee.

4. FORGIVENESS OF COMPANY OBLIGATIONS BY DOLAN. Dolan forgives notes and interest due him from the Company as a result of the Radio Metrix Merger transaction in the amount of $71,812.52.

5. ACCRUED COMPENSATION. The parties acknowledge that Dolan is owed $140,000 in accrued salary and bonuses ("Accrued Compensation"). The Company shall pay Dolan the Accrued Compensation as follows:

i. $6,000.00 on or before January 31, 2004; and

ii. Beginning in February 2004 and in each consecutive month thereafter until the Accrued Compensation has been paid in full, the Company shall deliver to Dolan a payment of $3,500 ("$3,500 Payment"), and the $3,500 Payment shall be delivered no later than on the last day of each consecutive month;

In the event a $3,500 Payment is not timely made, the Company shall have a cure period of 30 days from the due date to deliver the $3,500 Payment.

6. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, or delivered by fax to the recipient at the address or fax number indicated below:

To the Company:                 To William W. Dolan:

Invisa, Inc.                    William W. Dolan
4400 Independence Court         3440 Gulf of Mexico Drive
Sarasota, Florida 34234         Longboat Key, Florida 34228
(941) 355-9373                  (941) 383-3624

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

7. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any arbitrator or arbitration panel, as the case may be, may so modify the objectionable provisions as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein.

8. COMPLETE AGREEMENT. Except for the Non-Compete and Confidentiality Agreements, and the three Stock Option Agreements between Dolan and the Company (i.e.- the December 20, 2000 Agreement; the January 22, 2002 Agreement; and the October 15, 2003 Agreement), this Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Dolan and the Company, including, without limitation, the May 15, 2001 Employment Agreement. Notwithstanding anything to the contrary, the parties acknowledge that this Agreement shall not affect, in any manner, that certain agreement made by and among the Company, the Pharis Duffey Family Foundation, Inc., Spencer C. Duffey Irrevocable Trust u/a/d 7/29/98, Elizabeth Rosemary Duffey Irrevocable Trust u/a/d 7/29/98, Grace Duffey Irrevocable Trust u/a/d 1/16/00, Debra Finehout Duffey, and Duffey & Dolan, P.A., dated as of November 13, 2003, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be simultaneously executed in two counterparts each of which shall be an original, and all of which shall constitute but one and the same instrument.

10. MEDIATION/ARBITRATION PROVISION. The parties shall in good faith endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement first by mediation through a mediator selected by the parties and if not resolved by mediation, then the parties agree to resolve all claims or disputes by binding arbitration in accordance with this Section. The party seeking mediation shall submit a written notice for mediation to the other party (the "Notice"). The parties shall agree on a mediator and mediation date within ten business (10) days from the date of the Notice. If the parties are unable to agree upon a mediator and mediation date within ten (10) days from the date of the Notice, the matter shall, within twenty (20) days from the date of the Notice, be referred to the American Arbitration Association for final and binding arbitration. If the matter is mediated but not resolved by mediation, the matter shall, within ten (10 days from the last mediation proceeding, be referred to the American Arbitration Association for final and binding arbitration. The arbitration proceedings shall take place in Sarasota County, Florida and shall be governed by the Florida Arbitration Code and the rules pertaining to commercial

arbitration of the American Arbitration Association then in effect (except the provisions of this paragraph shall govern if in conflict with such rules). There shall be one arbitrator if the amount in controversy is less than twenty four thousand dollars ($24,000), and otherwise there shall be three arbitrators. The arbitration award may be entered in any court of competent jurisdiction as provided for in this Agreement for an order of enforcement if necessary. The prevailing party in the arbitration proceeding shall be entitled to collect from the non-prevailing party, the cost of the arbitration and reasonable attorneys' fees incurred by the prevailing party as a direct result of the arbitration.

11. REMEDIES.

Dolan Breach - In the event Dolan or Trustee make sales of Dolan Shares during the period from January 1, 2004 through December 31, 2005 ("Restricted Sales Period") in excess of the amounts permitted under Paragraph 3, Dolan or Trustee shall immediately forfeit and deliver to the Company the gross proceeds generated from the sale of the excess amount of shares ("Excess Sales Forfeiture Delivery"). In order for the Company to have knowledge of sales of Dolan Shares during the Restricted Sales Period, Dolan or Trustee shall notify the Company each time a sale order for the sale of Dolan Shares is made ("Sales Notice"). The Sales shall be in writing and delivered to the Company no later than at the same time the sale order is submitted. Further, in the event Dolan or Trustee make excess sales of Dolan Shares as described in the first sentence of this Paragraph, the Company, in addition to receipt of the Excess Sales Forfeiture Delivery, shall also be relieved of any of its obligations under Paragraph 5 of this Agreement.

Company Breach - In the event the Company breaches its obligations under Paragraph 5 of this Agreement, Dolan shall be relieved of any of his obligations under Paragraph 3 and this Paragraph 11 of this Agreement.

12. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties. The failure of either party to require performance of any of the provisions herein shall not operate as a waiver of that party's right to require strict performance of the same or like provisions, or any other provisions hereof, at a later time.

13. DRAFTSMAN. In construing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and Dolan.

14. BINDING AGREEMENT. The parties represent and warrant that each has consulted with legal counsel of their choice in connection with the review, approval and execution of this Agreement; that each understands this Agreement is a legally binding contract; that each has read and understands this Agreement; and that each intends to be bound by each provision of this Agreement. Further, in addition to being binding on each of the parties hereto, this Agreement shall be binding upon their respective personal representatives, heirs, beneficiaries, trustees, successors and assigns, and the benefits of this Agreement shall inure to the benefit of each of the foregoing.

15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and venue for any legal action taken pursuant to this Agreement shall be in Sarasota County, Florida.

16. MISCELLANEOUS. Captions are for convenience only. In construing this Agrement, feminine or neuter pronouns shall be substituted for those masculine in form or vice versa and plural terms shall be substituted for singular and singular for plural for any place which the context so requires.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year written below:

INVISA, INC.

By: /s/ Herb M. Lustig

              /s/ William W. Dolan
    ----------------------------               --------------------------------
    Herb M. Lustig, CEO                        William W. Dolan


Date: 1/6/04                                   Date: 1-06-04
      --------------------------                     --------------------------

For the purposes of Paragraphs 3 and 11 of this Agreement, the Trustee joins in this Agreement.

William W. Dolan Irrevocable Trust

By: /s/ Michael Morrison                       Date: 7 Jan 04
    ----------------------------                     --------------------------
    Michael Morrison, as Trustee

Exhibit 10.87

TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

[TVA LOGO]

This Agreement is entered into on the 11th day of February 2004 by and between The Video Agency, Inc. ("TVA"), a California corporation, with its offices at 3950 Vantage Ave., Studio City, CA 91604, and Invisa, Inc. hereafter referred to as "Client" with its principal offices at 4400 Independence Court, Sarasota, Florida 34234.

Client Contact:                 Executive Producer:  Jeffrey Goddard
Client Title:                   Segment Producers:   Andrea Goodstein/Jill Brown
Client Phone: 941-355-9361      TVA Phone:           (818) 505-8300

Client Fax: 941-355-9373 TVA Fax: (818) 505-8370

Whereas, TVA produces and places pre-approved broadcast Spotlights for TV news affiliates and cable stations, TV newsmagazines and talk shows, airlines (in-flight programming); feature news articles for trade magazines & journals; radio, newspapers and websites;

Whereas, Client wishes to receive a combined MediaBlitz!(R) and Level III Package;

Definitions:

o MediaBlitz!(R) PACKAGE - TV Radio, Print campaign generating an estimated 43,032,000 Gross Viewer Impressions.

o LEVEL III PACKAGE: Production of 1/2 hr. TV Special (documercial), corporate video, in-flight video, DVD, CD, internet streaming package with a minimum of six months of airline and promotion.

o VNR: a broadcast-quality 90-second narrated Video News Release, followed by up to 13 minutes of B-Roll and Sound Bites, distributed via satellite and Beta Broadcast Masters for inclusion on national and local news programs and talk shows.

o TV NEWS SPOTLIGHT: A 2-8 minute segment featured on national TV newsmagazines.

o NEWSPAPER FEATURE: 1-3 column news articles with photo and contact info distributed to over 10,000 newspapers (mainly major market dailies and weeklies), reaching over 20 million readers.

o RNR: 60 second Radio News Release professionally recorded and distributed in script form and on CD to 6,600 radio stations for use on regular news, music and talk shows.

Whereas TVA has offered its services to the Client, and the Client has chosen to hire TVA to perform these services; For mutual consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to as follows:

1. PRODUCTION GUARANTEES

TVA will provide the following productions for Client: 1/2 hr. TV Special (documercial), TV news Spotlight (up to 8-min), Video News Release (VNR), In-flight Video, eBroadcasting version, Corporate Video (up to 10-min), Tradeshow Loop Presentation, Internet Streaming Video, 1-3 column News Features with photo and contact info, and RNR. Productions include complete Scripting (two drafts and a polish per Feature) to Client's approval; up to four days of Shooting both on locations approved by Client and on a state-of-the-art sound stage and news set in Hollywood, CA;

TVA Letter of Agreement
Confidential Page 1 2/13/04

TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

Emmy winning news anchor; accredited on-camera news reporter; Voice-over narration; unlimited Stock Footage from in-house library (16 years of archived production footage); Complete Post Production / Editing with Graphics, Digital Editing on Media 100s; Production Insurance, TVA's Location and Travel expenses and Per Diem, Director and Producer Fees; printing, postage and mailing, news clippings, readership reports. Also includes all overhead and administrative expenses.

2. MEDIA PLACEMENT GUARANTEES

TVA represents, warrants and agrees that:

a) Client is guaranteed up to 13 live-to-tape interviews on a leading national business/investment TV talk show during the six month term of this campaign. Each episode reaches 29 million television and cable TV homes in over 250 U.S. cities and as a Radio program in five key East Coast markets. Client's appearance on the TV show is highlighted in a weekly E-Mail Program Update, sent to 250,000 opt-in subscribers. Each episode is also broadcast worldwide on the Internet from a family of financial web sites. A National Press Release is issued with each appearance to more than 2200 media outlets, publicizing Client's story and appearance on the Program. Client may choose to appear in person or the interview can be conducted via phone or Satellite, from virtually any TV studio in the world.

b) Client's 1/2 hr. TV Special (documercial), TV News Spotlight and/or VNR will air for at least six months on national and local cable, satellite and broadcast affiliates throughout the U.S. and Canada. Programs will air as regular (non-paid) programming and as sponsored programming.

c) TVA guarantees a minimum of 1,500 TOTAL AIRINGS generated from a combination of cablecasts and broadcasts. Airings will take place between 6:30 am and 10:30 pm daily - with the majority expected to be during primetime hours (5:30 pm-10:30 pm). TVA guarantees a minimum of 500,000 broadcast audience impressions based on Nielsen Rating Systems and 100,000,000 cable households. Cable audience is estimated at 5,400,000 viewers based on 2% of cable subscriber base and 2.7 viewers per household.

d) TVA guarantees at least 12 TV Spotlight airings on MSNBC Canada. VNR is guaranteed to run nationwide on at least 200 Fox Net cable affiliates.

e) Spotlight is also guaranteed to air daily on at least one major Airline (most likely UNITED) for at least one month as in-flight programming.

f) Client is also guaranteed to receive a minimum of 400 NEWSPAPER (News Feature) placements, 400 Radio station (RNR) placements and 1-5Feature Story articles in MAGAZINES from a list pre-approved by Client.

g) Monthly Spotlight capsules with updated news and links to Client's website and eBroadcast/streaming video version of TV News Spotlight will be placed in a major financial newsletter and distributed to 650,000 opt-in subscribers including: 250,000+ financial services professionals, 50,000+ key corporate decision makers and 350,000+ investors.

Client will receive monthly: a usage map plus actual clippings from newspapers and magazines, detailed broadcast affidavits, bar charts, pie charts and circulation data--verifying the guaranteed number of placements and audience impressions. TV, Print and Radio elements provided by TVA are subject to editing by media outlets.

2.b NATIONAL PLACEMENT/DISTRIBUTION/MONITORING (PDM) OF YOUR TV NEWS SPOTLIGHT:

Our Spotlight DPM Service will consist of:

o Distribution via satellite and/or cassette to over 200 broadcast stations and cable systems

o Inclusion of your segment in the Transmission Bulletin sent to programmers two weeks prior to feed.

o Hosted lead-in, with graphics introducing your segment.

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TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

o Optional viewer response mechanism (i.e. toll free number or web address/URL) at the end of your segment.

o A visual credit of your company's name at the end of the program (Our thanks to ...").

o One copy of the completed show for your files.

o Final distribution report including listings of all stations use VNM for the specific month, broken down by market rank.

2.c NATIONAL PLACEMENT/DISTRIBUTION/MONITORING (PDM) OF YOUR VIDEO NEWS RELEASE

o Multiple electronic transmission of Video News Release (VNR) advisories via the AP Express Newswire to more than 800 television news points and via U.S. Newswire to thousands of daily newspapers, wire services, weekly news magazines, industry trade publications and online news outlets.

o Full VNR scripts transmitted on the newswire.

o 50 pitch calls by news placement specialists.

o Two Satellite feeds of VNR to stations - one afternoon and one morning within 48 hours of original feed.

o Exclusive: dual electronic usage tracking via Teletrax, the world's first global television tracking system, and SIGMA with daily and weekly updates.

o Exclusive: NewsIQ online usage tracking

o Daily reporting for the first five days and weekly reports for the next four weeks, including audience demographics and station coverage maps as part of your final report. Reports available on Portfolio, your 24/7 online private site that tracks the history of all your VNR projects.

o Exclusive: Video asset posted on Newstream.com, the multimedia news portal that reaches more than 11,000 online news and information sites.

o Provide a private-labeled, bound, final usage report at the end of the tracking period.

3. PROMOTIONAL ELEMENTS

a) Client will receive Five Hundred (500) fully packaged VHS, CD or DVD copies of the Corporate Video or TV News Spotlight as part of this Agreement, with the option to purchase more at guaranteed competitive prices. Client is free to use any vendor if TVA cannot match their written quote.

b) Client's complete Spotlight transcript, company logo, capsule description and links to Client's site will be featured for at least six months on one or more of TVA's news portals: www.businessworldnews.com; www.businessworldnews.tv; www.healthworldnews.tv, www.entertainmentworldnews.tv, as well as TVA's news affiliates:
www.b-tv.com, www.moneytv.net and http://stockhouse.ca/news/

c) Client will also receive Video Streaming of Client's Spotlight from TVA's servers for at least six months.

4. GRANT OF RIGHTS

a) TVA hereby grants to Client the complete, unconditional and exclusive worldwide ownership in perpetuity of the 1/2 hr. TV Special (documercial), Corporate Video, Tradeshow Loop Presentation, and Internet Streaming versions. Client shall, accordingly, have the sole and exclusive right to copyright any such materials in its name, as the sole owner and author thereof (it being understood that for such purposes TVA shall be Client's "employee for hire" as such term is defined in the United States Copyright Act). TVA grants to Client the rights to: a) approve Scripts prior to Shooting; b) approve final edited corporate version; c) receive additional VHS, DVD, or CD copies of all materials at guaranteed rates. Client is free to use any vendor if TVA cannot match their written quote.

b) Client grants to TVA all rights to edit, distribute, exhibit, syndicate and market worldwide (via cable, network TV, satellite, cruise lines, airlines, video, internet, CD-ROM, etc.) in perpetuity all programming created for broadcast,

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TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

purposes under this Agreement. TVA and its partners retail complete ownership and editorial content of its TV and Radio shows and websites.

5. BILLING

This Agreement is to be carried out on a fixed fee basis. Of the total production, media and promotion elements contained in this package, TVA shall be responsible for all costs associated with this Agreement and the actions required or contemplated on the part of TVA hereby, provided however, that Client agrees to pay TVA three tranches of 25,000 INSA common shares each with no restrictions. Delivery of INSA common shares issued in the name of Jeffrey Goddard, a natural person/Media Consultant shall be deemed full payment to TVA under this Agreement. There shall be no additional charges to Client without mutual written consent. Payment schedule will be as shown in Schedule B. When final payment falls due, an adjustment in cash or free trading INSA shares will be made to ensure Jeffrey Goddard has received stock valued at no less than $225,000.00.

Retention Incentive Payment: If at least half of all INSA shares received from Client are held until June 31, 2004, Jeffrey Goddard will receive 10,000 INSA common shares, to be received by July 15, 2004.

Bonus Payment: If TVA delivers at least 2,250 televised airings (i.e. 750 additional airings), Client will consider a second TVA media project of at least equal value within three months or pay an additional $30,000 in INSA free trading shares or cash within one month after receiving proof of airings.

6. PRODUCTION SCHEDULE

A complete Production Schedule ("Schedule B") is attached hereto. TVA's ability to provide this production/media/promotion package for the price offered requires a firm commitment from Client to adhere to the Production Schedule.

7. RESPONSIBILITIES OF CLIENT

Client agrees to provide: prior to Shooting: visual subjects called for in the approved script such as slides, photographs, testimonial letters, existing stock footage, company artwork, logos, etc.; Shooting locations, interviewees, working products (if applicable), technical person to ensure product performance; Company representative with approval authority to accompany camera crew during Shooting (changes after approval may be billable); timely approvals of all elements of production; prompt payments; overnight express and shipping charges. Any unreasonable delay (more than 2 weeks past the approved Schedule) caused by Client could modify the responsibility of TVA as to completion date, guarantees and fees. Client agrees to cooperate fully with TVA to enable the production to be completed within the mutually approved timeframe (Schedule B). Any payment not made within a timely manner shall accrue interest at the rate of one and one-half percent (1.5%) per month. Client also agrees not to engage in business directly with TVA employees, vendors, and/or independent contractors during the term of this Agreement and for a period of twelve
(12) months after the termination of this Agreement, unless there was a pre-existing relationship with Client.

8. MUTUAL INDEMNIFICATION

TVA indemnifies Client and assumes responsibility for all materials it provides for in connection with this Agreement. Client assumes responsibility and indemnifies TVA for all materials, products, and personnel provided by Client and truthfulness, accuracy and legality of claims made by Client in script and on-camera.

9. CANCELLATION/RESCHEDULING FEES

This Agreement commences and becomes binding upon faxed acceptance by both parties and continues throughout the Term. Client agrees to pay a $3,500 rescheduling fee should Client fail to meet the approved Shoot Date without written notice one week in advance. The parties hereto agree that damages arising from a breach of this Agreement would be difficult or impossible to quantify. Should Client cancel or cause Production to be unreasonably delayed for any reason (other than gross negligence, non-performance or breach on the part of TVA) beyond the timeframe budgeted for in Schedule B, Client agrees to pay TVA 25% of contract total (in addition to payments already made) as liquidated damages.

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TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

10. SCHEDULES

The additional terms and conditions in "Schedule A" and Production/Payment "Schedule B" attached hereto are hereby incorporated herein by this reference.

AGREED AND ACCEPTED BY:                   AGREED AND ACCEPTED BY:

/s/ [illegible]                           /s/ Jeffrey Goddard
---------------------------------         --------------------------------
Title: President & COO                    Title: CEO
       --------------------------                -------------------------
Date:  2/13/04                            Date:  2/13/04
       --------------------------                -------------------------

TVA Letter of Agreement
Confidential Page 5 2/13/04

TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

SCHEDULE A - ADDITIONAL TERMS AND CONDITIONS

1. CONTROLLING LAW. This Agreement shall be deemed to have been executed and delivered in Los Angeles County, California. Except as otherwise provided herein, this Agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by the laws of the State of California, including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principals of conflicts of law thereof.

2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

3. NON-WAIVER. The waiver of any breach of the terms of this Agreement shall not constitute the waiver of any other or further breach hereunder, whether or not of alike kind or nature.

4. SEVERABILITY. In the event that any one or more of the terms, conditions or provisions of this Agreement is held invalid, illegal or unenforceable, such other terms, conditions and provisions shall remain binding and effective.

5. ENTIRE AGREEMENT/AMENDMENT. This represents the entire and integrated agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either oral or written, between the parties. This Agreement may be amended or modified only by a written instrument signed by both parties. TVA makes no guarantees as to effect these services will have on Client's share price or revenues.

6. DISPUTES. Any and all differences, disputes or controversies arising out of or in connection with this Agreement shall be submitted to arbitration who is mutually selected by all parties; in Los Angeles, California under the then prevailing rules of the American Arbitration Association. The parties hereby agree to abide by and perform any award rendered in such arbitration, including reasonable attorney fees (if awarded at the arbitrator's discretion). Judgment upon any such award rendered may be entered in any court having jurisdiction thereof.

7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute the same instrument.

8. NO FURTHER DUTIES. Except as expressly provided herein, the parties shall have no further duties of obligations whatsoever to each other during or following the term of this Agreement.

9. NO PARTNERSHIP OR AGENCY. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency or employer-employee relationship between the parties hereto.

10. AUTHORITY. The individuals signing this agreement warrant and represent that they each have the actual authority to enter into this Agreement and to perform the obligations hereunder on behalf of the parties to this license.

11. HEADLINES. Paragraph headings used in the agreement are for the convenience of reference only and in no way define, extend, limit or decide the scope of the agreement or the intent of any provision thereof.

12. CONSTRUCTION. This Agreement shall not be construed against the party preparing it, and shall be construed without regard to the identity of the person who drafted it or the party who caused it to be drafted and shall be construed as if all parties had jointly prepared this Agreement and it shall be deemed their joint work product, and each and every provision of this Agreement shall be construed as though all of the parties hereto participated equally in the drafting hereof, and any uncertainty or ambiguity shall not be interpreted against any one party. As a result of the foregoing, any rule of construction that a document is to be construed against the drafting party shall not be applicable.

13. REMEDIES CUMULATIVE; LIMITATION. All remedies set forth in this Agreement are cumulative and are in addition to any remedies now or later allowed by law. In no event, however, shall the Client be entitled to aggregate damages in excess of the contracted price for any or more breaches by TVA of the terms of this Agreement, nor shall Client be entitled to consequential or incidental damages due to any breach or default of TVA in connection with this agreement.

14. TIME OF ESSENCE. Time is of the essence of each provision of this Agreement.

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TVA Los Angeles New York Washington D.C. 3950 Vantage Ave. Chicago Denver San Francisco Studio City, CA 91604

SCHEDULE B
Production/Payment Schedule*

PRE-PRODUCTION

Feb 11-March 17--Receive signoff/first payment; Review existing materials, Research competitive environment, Conduct Creative Strategy Sessions, Develop Strategic Image Objectives, Develop Scripts and Text for TV, Video, Airlines, Newspapers and Radio. Develop interview questions for TV and Radio talk shows. Secure Production team, Shoot Dates, Reporters, Locations and provide all Pre-Production prep.

PRODUCTION

March 17-April 18 -- Upon approval of Scripts for 1/2 hr. TV Special, TV News, Spotlight, Radio and Newspaper Features, receive second 1/3 of total payment. Commence Shooting at Client's designated locations and in Studio. Complete Post Production (editing, graphics, narration, music, audio mixing, duplication of Broadcast masters, etc.) Create Media Advisory for Video News Release; Secure Airline placement of In-flight video. Distribute Newspaper and Radio Features. Commence pitching for Magazine Feature Stories.

DISTRIBUTION

April 19-30 -- Upon approval of finished 1/2 hr. TV Special and Media Advisory for the Video News Release, receive final 1/3 payment. Distribute 1/2 hr. TV Special, TV Spotlight and VNR via satellite and Beta Broadcast Masters to Broadcast, Cable and Satellite Networks. Distribute Broadcast Master to Airlines. eBroadcast to 650,000 opt-in subscribers; Distribute Media Advisory via fax and email one week prior to satellite feed of VNR. Broadcast Video News Release via satellite feeds; Create DVD, CD or VHS replications of Corporate Video and/or TV News Spotlight and deliver to Client. Create Trade Show Loop Presentation and Internet Streaming version of TV News Spotlight and deliver to Client.

MONITORING

May-October** Provide VNR feed report; Continue interviews on TV and Radio talk shows. Compile and present 3 ring binder with usage map, actual clippings from Newspapers, detailed TV and Radio broadcast affidavits, bar charts, pie charts and circulation data--verifying the guaranteed number of placements and audience impressions. Provide monthly updates showing new placements. Continue tracking, monitoring, compiling reports, looking for additional utilization and distribution opportunities to maximize return on Client's investment.

* Subject to stable shooting conditions; expedient payments and approvals by Client during each of the production phases).

** Or longer if placements continue to occur.

TVA Letter of Agreement
Confidential Page 7 2/13/04

Exhibit 10.88

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this 25 day of March 2004, by and between Invisa, Inc., a Nevada corporation. (the "Company") and Charles Yanak (the "Employee"). RECITALS:

WHEREAS, Employee wishes to be employed by the Company, and the Company wishes to employ the Employee.

WHEREAS, the parties acknowledge that the Company has advised Employee that the auditor's opinion which accompanies the Company's Financial Statements for the year ended December 31, 2003, may express concern over the Company's ability to remain a "going concern".

WHEREAS, the Company and the Employee are desirous of setting forth in this definitive Employment Agreement their respective rights and obligations in respect to Employee's employment with the Company.

NOW, THEREFORE, in consideration of Employee's employment and in consideration of the mutual promises in this Agreement, and for additional good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the Company and the Employee agree as follows:

1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts such employment. Employee's employment under this Agreement shall commence on the date hereof, and shall continue in effect for a period of 36 months from the date hereof and it shall terminate at the end of said 36-month period ("Termination Date"), unless earlier terminated pursuant to Paragraph 6 herein below.

2. DUTIES. The Employee is employed by the Company to perform the duties specified from time to time by Board of Directors and as set forth on Exhibit "A" which is attached hereto, incorporated herein and made a part hereof ("Duties").

3. COMPENSATION. As compensation for Employee performing the Duties, the Company shall pay Employee the compensation as set forth on Exhibit "B" which is attached hereto, incorporated herein and made a part hereof ("Compensation").

4. VACATIONS. Employee shall be entitled each year to a vacation as provided in Exhibit "B", during which time Employee's Compensation shall be paid in full.

5. FRINGE BENEFITS AND REIMBURSEMENT OF EXPENSES.

a. Employee shall be entitled to participate in any group plans or programs maintained by the Company, if any, such as health insurance or other related benefits as may be in effect from time to time and offered to the other employees of the Company ("Benefits").

b. Company acknowledges that it will pay for reasonable expenses incurred by Employee in furtherance of his duties to the Company, which shall include, without limitation, expenses for entertaining, travel and similar items. All such expenses will be in incurred in accordance with policies adopted by the Company from time to time.

c. The Company shall provide Employee actual gasoline expenses for Company business at IRS rates.

6. TERMINATION OF EMPLOYMENT.

6.1 Prior to the Termination Date, this Agreement and all the rights and obligations of the parties hereto shall terminate immediately: (i) in the event of the Employee's death; or (ii) if the Company ceases to conduct business.

6.2 Prior to the Termination Date, the Company may, upon written notice to the Employee, immediately thereafter terminate the Employee's employment for proper cause, pursuant to the grounds set forth herein ("For Cause"), and in the event of such For Cause termination, the Employee shall not be entitled to any Compensation or Lump Sum Severance Package Compensation as hereinafter defined following the date set forth on the written notification of such For Cause termination, other than options that are fully vested as of the date of the For Cause termination. The grounds for For Cause termination are the occurrence of any of the following: (i) indictment of Employee on felony charges; (ii) Employee's engagement in illegal business practices in connection with the Company's business; (iii) Employee's intentional and material misappropriation of the Company's assets; (iv) the Employee's breach of: Company policies; this Agreement; the Covenant Not To Compete Agreement attached hereto as Exhibit "C"; the Confidentiality/Waiver of Interest Agreement attached hereto as Exhibit "D". With respect to a For Cause termination under (iv), the written notice will provide the Employee 10 days within which to cure the breach ("Cure Period"), and if it is not cured within that period, the For Cause termination will become immediately effective. With regard to the Covenant Not to Compete Agreement attached as Exhibit "C" and the Confidentiality/Waiver of Interest Agreement attached as Exhibit "D", the Cure Period will run concurrently with (and not be in addition to) the Mediation Period as defined in Exhibits "C" and "D".

6.3 Prior to the Termination Date, the Company may, upon 30 days written notice to the Employee, immediately thereafter terminate the Employee's employment without cause (For Cause being limited to the grounds set forth in Paragraph 6.2 herein above). In the event of such without cause termination, the Company shall pay to Employee, a lump sum severance payment in an amount equal to the Compensation (as set forth on Exhibit "B") and Benefits as described in Paragraph 5 hereinabove, which would have been due and owing to Employee during the six-month period following the date of such termination as if such termination had not occurred ("Lump Sum Severance Package Compensation"). The Lump Sum Severance Package Compensation shall be paid to Employee within 30 days of the termination.

6.4 This agreement may be terminated by the Company upon 30 days written notice to the Employee, if Employee shall become disabled. Employee is deemed disabled for purposes of this Agreement if: (1) Employee has been declared legally incompetent by a final court decree; or (2) Employee has been found to be disabled pursuant to a Disability Determination. The date on which the Court determined that the disability occurred or the date the Disability

Determination determines the disability commenced shall be date this agreement is deemed terminated. A Disability Determination means a finding that Employee, because of a medically determinable disease, injury, or other mental or physical disability, is unable to perform substantially all of his regular duties to the Company and that such disability is determined or reasonably expected to last at least six (6) months. The Disability Determination shall be based on the written opinion of the physician regularly attending the Employee regarding the disability is in question. The date of such written opinion is the date on which the disability will be deemed to have occurred. If Employee is terminated in accordance with the provisions of this paragraph, Employee shall receive a lump sum disability severance payment in an amount equal to the Compensation (as set forth on Exhibit "B") and Benefits as described in Paragraph 5 hereinabove which would have been due and owing to Employee during the six-month period following the date of such termination ("Lump Sum Disability Severance Package Compensation"). Any salary or benefits paid after the date that this Agreement is deemed terminated due to disability shall be offset against the Disability Severance Package. The parties acknowledge and agree that in the event of termination under (1) or (2) of this Paragraph, the sole severance package compensation Employee shall be entitled to receive from the date of such termination shall be the Lump Sum Disability Severance Package Compensation and no other compensation, other than options that are fully vested as of the date of the termination. The Lump Sum Disability Severance Package Compensation shall be paid to Employee within 30 days of the termination.

6.5 Prior to the Termination Date, in the event that (1)there shall be a Change in Control (as defined below) in the Company or (2) the scope of Employee's duties with the Company shall significantly change, the Employee may, upon 30 days written notice to the Company given within 30 days of the change set forth in (1) or (2) above, terminate Employee's employment with the Company, and in such event, Employee shall not be entitled to any compensation following the date of such termination, other than options that are fully vested as of the date of the termination.

For purposes of this Agreement, the term "Change in Control" shall mean:

(i) The acquisition by any individual or entity of beneficial ownership of 50% or more of the then outstanding shares of common stock of the Company in one transaction or

(ii) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination) unless, following such Business Combination, more than 50% of the then outstanding shares of common stock of the corporation resulting from such Business Combination is owned by the Company's shareholders ; or

(iii) The individuals who on the date of this Agreement constitute the Board of Directors or the senior executive management of the Company thereafter cease to constitute at least a majority thereof.

6.6 In the event this Agreement is not terminated prior to its Termination Date as set forth hereinabove in this Paragraph 6, then in such event this Agreement shall terminate upon the Termination Date.

7. NON-COMPETITION. Simultaneously with his execution of this Agreement Employee shall execute a Covenant Not to Compete Agreement with the Company, as set forth on Exhibit "C" which is attached hereto, incorporated herein and made a part hereof The parties acknowledge and agree that the mediation provisions and remedy provisions of the Covenant Not to Compete Agreement as set forth in Paragraphs 4 and 5 respectively thereof are the dispute resolution and remedy provisions that govern the parties under the Covenant Not to Compete Agreement and Paragraph 13 of this Agreement is not applicable thereto.

8. CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with his execution of this Agreement, Employee shall execute a Confidentiality/Waiver of Interest Agreement with the Company, as set forth on Exhibit "D" which is attached hereto, incorporated herein and made a part hereof The parties acknowledge and agree that the mediation provisions and the remedy provisions of the Confidentiality/Waiver of Interest Agreement as set forth in Paragraphs 7 and 8 respectively thereof are the dispute resolution and remedy provisions that govern the parties under the Confidentiality/Waiver of Interest Agreement and Paragraph 13 of this Agreement is not applicable thereto.

9. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below:

TO THE COMPANY:                          TO THE EMPLOYEE:

Invisa, Inc.                             Charles Yanak
4400 Independence Court                  1001 Doans Way
Sarasota, FL 34234                       Blue Bell, PA 19422

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

10. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any court, arbitrator or arbitration panel, as the case may be, may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein.

11. COMPLETE AGREEMENT. This Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Employee and Company regarding the employment of Employee.

12. COUNTERPARTS. This Agreement may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.

13. MEDIATION/ARBITRATION PROVISION. The parties shall in good faith endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement first by mediation through a mediator selected by the parties and if not resolved by mediation, then the parties agree to resolve all claims or disputes by binding arbitration in accordance with this Section. The party seeking mediation shall submit a written notice for mediation to the other party (the "Notice"). The parties shall agree on a mediator and mediation date within ten business (10) days from the date of the Notice. If the parties are unable to agree upon a mediator and mediation date within ten (10) business days from the date of the Notice, the matter shall, within twenty (20) business days from the date of the Notice, be referred to the American Arbitration Association for final and binding arbitration. If the matter is mediated but not resolved by mediation, the matter shall, within ten (10) days from the last mediation proceeding, be referred to the American Arbitration Association for final and binding arbitration. The arbitration proceedings shall take place in Sarasota County, Florida and shall be governed by the Florida Arbitration Code and the rules pertaining to commercial arbitration of the American Arbitration Association then in effect (except the provisions of this paragraph shall govern if in conflict with such rules). There shall be one arbitrator if the amount in controversy is less than twenty four thousand dollars ($24,000), and otherwise there shall be three arbitrators. The arbitration award may be entered in any court of competent jurisdiction, as provided for in this Agreement, for an order of enforcement if necessary. The costs of the arbitration shall be divided equally between the parties. No party shall be entitled to recover attorneys fees incurred in any arbitration proceeding from the other party. However, if either party is required to take legal action to enforce or collect the award, the prevailing party in such legal action shall be entitled to collect all costs and reasonable attorney's fees and other expenses from the other party.

14. EMPLOYEE REPRESENTATION. Employee represents that he is currently not subject to any contract, agreement or understanding with any other party or entity that restrict his employment in any way or provides for any not compete or non-disclosure obligations upon Employee, other than as set forth in Exhibit C hereto, copies of which agreements are attached to such Exhibit.

15. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by A writing duly authorized and executed by all parties.

16. DRAFTSMAN. In construing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and the Employee.

17. SEC COMPLIANCE. Employee acknowledges that the Company, as of the date hereof, is a "Reporting Company" under the Securities Exchange Act of 1934 as amended (the "Act"). While the Company remains a Reporting Company, its officers and directors, and certain shareholders are required to file periodic reports under Section 16, as it relates to the ownership, acquisition and disposition of their equity of Invisa, Inc. Employee agrees that he will timely file Section 16 reports regarding his equity ownership of Invisa, Inc. Employee further agrees that he will abide by Regulation FD and Invisa, Inc.'s written policies as may adopted from time to time regarding insider trading and disclosure of non-public information.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

BY: ________________________________               _____________________________
         Herbert M. Lustig                         Charles Yanak
         President, and CEO

EXHIBIT "A"

EMPLOYMENT AGREEMENT

between Invisa, Inc.

and

Charles Yanak

In accordance with Paragraph 2, Employee shall perform the following duties:

From March 25, 2004 to March 24, 2007, Employee shall be employed as the Vice President, Marketing & Business Development ("VP") of the Company. As VP, Employee shall work with the President and CEO to establish marketing and sales strategies for the Company, as well as establishing revenue targets - including those for systems, hardware, development contracts and licensing. In addition, VP shall have decision-making authority for budgeting and personnel issues relating to marketing and sales within the Company. Employee shall report to and be subject to the supervision of the President and CEO.

EXHIBIT "B"

EMPLOYMENT AGREEMENT

between Invisa, Inc.
and
Charles Yanak

In accordance with Paragraph 3, Employee shall be paid the following Compensation payable as set forth below:

1. The salary to be paid by Employer hereunder shall be $150,000 per year, gross salary, payable monthly in two increments (less customary withholding for federal and state employment taxes).

2. Three weeks vacation.

3. Stock Option.

As soon as practicable after the date of the Employment Agreement and, upon amending the 2003 Stock Option Plan raising the number of options subject to the Plan or the adoption of a new Plan, the Company will grant to the Employee options ("Options") to purchase up to 150,000 shares of the Company's common stock. To the maximum extent permitted by law, such Options shall be incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended. The balance of the options shall be non-qualified options. The option exercise price for the Options shall equal the market price on the date of the grant of the options. The Options will be subject to the terms and conditions specified below and such other terms and conditions as reasonably agreed to by the Company and the Employee and set forth in the Option Agreements which will evidence the grant of the Options. The Options:

a. will vest as to 37,500 shares of the common stock subject to the Options on December 25, 2004, and as to an additional 12,500 shares of the common stock subject to the Options on each of March 25, 2005, June 25, 2005, September 25, 2005, December 25, 2005, March 25, 2006, June 25, 2006, September 25, 2006, December 25, 2006, and March 25, 2007

b. will provide for acceleration in full of vesting upon the closing of (A) a sale, merger or other transaction by one or more of the shareholders of the Company of more than 50% of the Company's common stock to one person or entity which is not directly or indirectly related to, or affiliated with, the seller(s) of such common stock; or (B) a sale or exchange of substantially all of the assets of the Company;

c. will have a term of 5 years from the date of grant, subject to early termination upon termination of employment in accordance with the terms of the Stock Option Plan.

d. will have customary anti-dilution protection,

e. will not subject any shares acquired upon exercise of the Options to any transfer restrictions, repurchase rights of rights of first refusal (other than compliance with applicable securities laws), lock-up provisions, or repurchase rights in favor of the Company or any other person; and

f. will provide that the option exercise price may be paid in cash or in shares of Company common stock owned by the Employee for at least six months.

4. Special Living Allowance

During the first year of employment, the Employee shall receive a Special Living Allowance of $1,500 per month to compensate employee for local rental and automobile costs. The amount of this allowance will be renegotiated between Company and Employee for years two and three of this Agreement.

4

COVENANT NOT TO COMPETE
INVISA, INC.

This Covenant Not to Compete is made and entered into by and between Invisa, Inc., a Nevada corporation (hereinafter referred to as the "Company"), and Charles Yanak (hereinafter referred to as the "Second Party").

RECITALS:

WHEREAS, the Company is in the business of developing, manufacturing and marketing safety and security systems based upon proprietary technology; and

WHEREAS, Second Party is an employee of the Company; and

WHEREAS, Second Party acknowledges that the Company's business activities extend throughout the world; and

WHEREAS, Second Party acknowledges that through consulting and employment he has and/or will acquire a special knowledge of the processes, technologies, drawings, designs and methods of manufacture of the Company's products; and the clients, accounts, business lists, prospects, records, corporate policies, operational methods and techniques and other useful information and trade secrets of the Company (hereinafter all collectively referred to and defined as "Confidential Information"); and

WHEREAS, Second Party acknowledges that the Company's legitimate business interests include the Confidential Information and the Company's customer goodwill (hereinafter referred to and defined as the "Company's Legitimate Business Interests") and that the Company's Legitimate Business Interests would be harmed if Second Party engaged in competitive activities with the Company anywhere in the United States of America; and

WHEREAS, the Company and Second Party, pursuant to the provisions of Florida Statute 542.33 and 542.335 and the provisions of this Agreement, wish to enter into an agreement as embodied herein whereby Second Party will refrain from owning, managing, or in any manner or capacity working for a business conducting business activities which are in competition with those of the Company as defined herein and from soliciting customers of the Company and employees of the Company for competitive purposes as defined herein during Second Party's employment with the Company and during the period of two years after Second Party's cessation of employment for whatever reason with the Company in the geographical location of anywhere within the United States of America.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and for additional good and valuable consideration the receipt and sufficiency of which are acknowledged by the parties, including, but not limited to, the Second Party's employment with the Company and the continuation of the Second Party's employment with the Company, the parties mutually agree as follows:

1. CONFIRMATION OF RECITALS - The foregoing recitals are true and correct and are hereby ratified and confirmed by the parties and made an integral part of this Agreement; as such, the recitals shall be used in any construction of this Agreement, especially as it relates to the intent of the parties.

2. DEFINITION OF COMPETITION - For purposes of this Agreement:

a. Except as set forth in c. and d. below, "Competition" shall mean the creation, development, manufacture or sale of products or systems using presence sensing technology, based upon capacitance and/or near field (two meters or less) radio frequency, developed or acquired by the Company on an exclusive basis.

b. "Competition shall also mean the creation, development, manufacture or sale of products or systems that are based upon any other technology developed or acquired by the Company on an exclusive basis ("New Technology").

c. Unless the based upon items below are part of New Technology, "Competition" shall NOT mean the creation, development, manufacture or sale of products or systems used for sensing that are based upon lenses, beams, or emitters (current examples being passive infrared, heat detection, microwave, radio frequency (which is not in combination with capacitance and which is limited to far field [greater than two meters]), laser, ultrasonic, cameras, or systems based on beams of light).

d. "Competition" shall NOT mean the creation, development, manufacture, sale or resale of products or systems which would otherwise be within the definition of Competition, but which have been expressly authorized or sanctioned by the Company through the sale of products, license, distribution, or other written agreements.

3. NON-COMPETE - The Second Party will not do, or intend to do, any of the following, either directly or indirectly, during Second Party's employment with the Company and during the periods set forth below after Second Party's cessation of employment with the Company, anywhere within in the United States of America:

a. Own, manage, operate, control, consult for, be an officer or director of, work for, or be employed in any capacity by any company or any other business, entity, agency or organization which conducts operations or activities that are in Competition with those of the Company for six months after cessation of employment with the Company; or

b. Solicit prior, current or future customers of the Company for any purpose in Competition with the Company; for one year after cessation of employment with the Company or

c. Solicit any current or future employees employed by the Company without the Company's consent for one year after cessation of employment with the Company.

The Second Party and Company agree that the phrase "Second Party's cessation of employment with the Company" as used in this Agreement, refers to any separation of Second Party from his employment at the Company either voluntarily or involuntarily, either with cause or without cause, or whether the separation is at the behest of the Company or the Second Party (hereinafter referred to and defined as "Second Party's Cessation of Employment"). For purposes of this Agreement and for purposes of determining activity which is covered by the non-compete provisions of this Agreement, Second Party's Cessation of Employment shall not include termination of employment by the

Company without cause unless all severance obligations of the Company are being fully and completely honored and satisfied by the Company. In the event that the Company terminates Second Party's employment without cause and fails to fully and completely honor and satisfy the severance provisions, so long as such failure shall continue this Covenant Not to Compete shall be unenforceable and of no effect.

4. MEDIATION - In the event the Company deems that Second Party has breached this Agreement, the Company and Second Party agree that prior to the Company pursuing its remedies under Paragraph 5 below, the Company and Second Party shall, in good faith, endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement, first by mediation. The mediation shall be conducted by a mediator selected by the parties, and shall be concluded not more than 10 business days following the Company's delivery of notice of breach to the Second Party (the "Mediation Period"). In the event the parties are unable to reach a resolution during the Mediation Period, the Company shall then be entitled to seek relief in accordance with Paragraph 5. The parties acknowledge and agree that the Cure Period as defined in Paragraph 6.2 of the Employment Agreement between the Second Party and the Company to which this Agreement is attached as Exhibit "C" shall run concurrently with (and not be in addition to) the Mediation Period.

5. INJUNCTION AND DAMAGES - Second Party agrees that this Agreement is important, material, confidential, and gravely affects the effective and successful conduct of the business of the Company, and it effects its reputation and good will and is necessary to protect the Company's Legitimate Business Interests. Second Party recognizes and agrees that the Company will suffer irreparable injury in the event of Second Party's breach of any covenant or agreement contained herein and cannot be compensated by monetary damages alone, and Second Party therefore agrees that the Company, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain injunctive relief, both temporary and permanent, against the Second Party from any court of competent jurisdiction ("Court") if granted by the Court. Second Party further agrees that in the event of Second Party's breach of any covenant or agreement contained herein, the Company, in addition to its right to obtain injunctive relief, shall further be entitled to seek damages, including, but not limited to, compensatory, incidental, consequential, exemplary, and lost profits damages. Second Party agrees to pay the Company's reasonable attorney's fees and costs for enforcement of this Agreement, if the Second Party breaches this Agreement.

6. MISCELLANEOUS - Wherever used in this Agreement, the phrase "directly or indirectly" includes, but is not limited to Second Party acting through Second Party's wife, children, parents, brothers, sisters, or any other relatives, friends, trustees, agents, associates or entities with which Second Party is affiliated with in any capacity. Upon approval of a majority of the Company's Board of Directors, the Company may waive a provision of this Agreement only in a writing signed by a representative of the Board of Directors of the Company and specifically stating what is waived. The rights of the Company under this Agreement may be assigned; however, the covenants, warranties, and obligations of the Second Party cannot be assigned without the prior written approval of the Company. The title of this Agreement and the paragraph headings of this Agreement are not substantive parts of this Agreement and shall not limit or restrict this Agreement in any way. This Agreement survives after the Second Party's Cessation of Employment. No change, addition, deletion, or amendment of this Agreement shall be valid or binding upon Second Party or the Company unless in writing and signed by Second Party and the Company. This Agreement is intended to be a valid contract under Sections 542.33

and 542.335, Florida Statutes. In the event a court of competent jurisdiction determines any covenant set forth herein to be too broad to be enforceable or determines this Agreement to be unreasonable, then said court may reduce the geographical area and/or the length of time provisions herein, in order to make this Agreement enforceable and reasonable. This Agreement shall be governed by Florida law. The parties agree that venue for any action brought under this Agreement shall be in Sarasota County, Florida. In construing this Agreement, neither of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and Second Party.

7. SECOND PARTY ACKNOWLEDGMENT - The Second Party acknowledges that he has voluntarily and knowingly entered into this Agreement and that this Agreement encompasses the full and complete agreement between the parties with respect to the matters set forth herein.

         Executed this 25th day of March 2004.

    INVISA INC.                                      SECOND PARTY


By: ____________________________________             __________________________
    Herb M. Lustig                                   Charles Yanak
    President, CEO and Authorized Representative

CONFIDENTIALITY/WAIVER OF INTEREST AGREEMENT

THIS AGREEMENT is made and entered into by and between Invisa, Inc. a Nevada corporation (hereinafter referred to and defined as the "Company") and Charles Yanak (hereinafter referred to and defined as the "Second Party").

WHEREAS, the Company is in the business of creating, developing, manufacturing and marketing safety and security systems using technology, based upon radio frequency and/or capacitance sensing developed or acquired by the Company on an exclusive basis (the "Technology").

WHEREAS, the Company is the owner of the Technology, and all future inventions, improvements, modifications or alterations to the Technology; and

WHEREAS, Second Party is an employee and officer of the Company who stands to benefit if the Company is successful and profitable through meeting its business goals and objectives; and

WHEREAS, Second Party is fully aware and knowledgeable of the Company's products utilizing the Technology in existence as of the date hereof ("Products"); and

WHEREAS, Second Party recognizes that by virtue of Second Party's relationship with the Company, Second Party has or will acquire a special knowledge of the Company's Confidential Information as defined in Paragraph 4 of this Agreement ("Confidential Information") and the Information as defined in Paragraph 5 of this Agreement ("Information"); and

WHEREAS, Second Party acknowledges that the Company's Confidential Information and the Information represent valuable, special and unique assets of the Company; and

WHEREAS, Second Party acknowledges that the Company's legitimate business interests include the Confidential Information, Information, and the Company's customer goodwill (hereinafter referred to and defined as "the Company's Legitimate Business Interests") and that the Company's Legitimate Business Interests would be harmed if Second Party would divulge or disclose the Confidential Information or the Information to any third-party while the Second Party is an Employee of the Company. or thereafter as set forth in this Agreement; and

WHEREAS, in addition to the foregoing, the Second Party acknowledges that it is in Second Party's and the Company's best interest that the Technology and any future improvements, modifications, or alterations to the Technology, and any products related thereto developed by or with the assistance of Second Party shall be the exclusive property of the Company.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and for additional good and valuable consideration the receipt and sufficiency of which are acknowledged by the parties, including, but not limited to, the Second Party's employment with the Company and the continuation of the Second Party's employment with the Company, the parties mutually agree as follows:

1. CONFIRMATION OF RECITALS. The foregoing recitals are true and correct and are hereby ratified and confirmed by the parties and are made an integral part of this Agreement; as such, the recitals shall be used in any construction of this Agreement, especially as it relates to the intent of the parties.

2. WAIVER OF INTEREST. Second Party acknowledges and agrees that the Company shall be the sole and exclusive owner of all rights in or to the Technology and the Products and all drawings, designs, confidential ideas, trade secrets, documentation, annotation and other information related to the Technology and the Products whether developed by Second Party or otherwise, including any patent applications, patents, trade names, trademarks, and copyrights related thereto.

Accordingly, Second Party irrevocably, perpetually, and absolutely assigns and relinquishes to the Company all right, title, claim or interest Second Party has or may have in or to the Technology and the Products and all drawings, designs, confidential ideas, trade secrets, documentation, annotation and other information related to the Technology and the Products, whether developed by Second Party or with the assistance of Second Party, including any patent applications, patents, trade names, trademarks and copyrights related thereto, and Second Party agrees to execute any and all documentation necessary to effectuate the above described transfer of ownership.

3. FUTURE IMPROVEMENTS. Second Party acknowledges and agrees that the provisions of Paragraph 2 above shall govern and apply to any improvements, modifications or alterations to the Technology and the Products as fully and completely it as applies to the Technology and the Products in existence on the date hereof. Second Party further acknowledges and agrees that the provisions of Paragraph 2 above shall govern and apply to any new technologies and products of the Company and any improvements, modifications, or alterations to new technologies and products of the Company.

4. CONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential Information" shall mean any information and data, including but not by way of limitation, the following: product information, sources of supply, contractual relationships, other advantageous relationships, prototypes, sales, marketing and distribution strategies, customer lists, financial information, and any other information and data, whether in oral, written, or electronic form. The information and data covered under this Paragraph shall be deemed "Confidential Information" only if all of the following criteria are satisfied: 1) the information and data relates to the business of the Company; and 2) the information and data are the property of the Company. Second Party shall maintain the Confidential Information, on a confidential basis, and not disclose nor divulge same to any third party, during the term of Second Party's Employment Agreement with the Company and for a period of five years thereafter, except as otherwise provided below:

(a) with advance approval of the Company;

(b) information already in the possession of a third party prior to employment and not disclosed to said third party by Second Party;

(c) information which is part of the public domain;

(d) information which is disclosed pursuant to a lawful requirement or good faith obligation to a governmental agency;

(e) information which was developed independently by the Second Party not in violation of this Agreement.

5. FIVE-YEAR NON-DISCLOSURE. Second Party agrees that he will keep confidential, and not disclose or divulge to any third party during the term of Second Party's Employment Agreement with the Company and for a period of five years thereafter, all information, including any formula, pattern, compilation, program, device, method, technique, process, schematic, drawing, whether in oral, written or electronic form, that describes the Technology which the Company has chosen not to patent or protect through any other form of generally accepted intellectual property protection (`information"). For the purposes of this Agreement, the Information shall not include:

(a) Information that Second Party disseminates with advance approval of the Company;

(b) Information already in the possession of a third party prior to employment and not disclosed to said third party by Second Party;

(c) Information which is part of the public domain;

(d) Information which is disclosed pursuant to a lawful requirement or good faith obligation to a governmental agency;

(e) Information which was developed independently by the Second Party not in violation of this Agreement.

6. NON-PUBLIC INFORMATION. Second Party acknowledges that the Company is a public company which is reporting under the Securities Exchange Act of 1934, and accordingly, is subject to certain restrictions with regard to the dissemination of information which is otherwise not generally publicly available ("Material Non-Public Information"), including, but not limited to, the requirements of Regulation FD under the Securities Act of 1933, as amended.

7. MEDIATION. In the event the Company deems that Second Party has breached this Agreement, the Company and Second Party agree that prior to the Company pursuing its remedies under Paragraph 8 below, the Company and Second Party shall, in good faith, endeavor to resolve all claims or disputes arising from or relating to the terms of this Agreement, first by mediation. The mediation shall be conducted by a mediator selected by the parties, and shall be concluded not more than 10 business days following the Company's delivery of notice of breach to the Second Party (the "Mediation Period"). In the event the parties are unable to reach a resolution during the Mediation Period, or the mediation has not occurred or reached resolution within the Mediation Period, the Company shall then be entitled to immediately pursue injunctive relief and any other remedy in accordance with Paragraph 8. The parties acknowledge and agree that the Cure Period as defined in Paragraph 6.2 of the Employment Agreement between the Second Party and the Company to which this Agreement is attached as Exhibit "D", shall run concurrently with (and not be in addition to) the Mediation Period.

8. INJUNCTION AND DAMAGES. Second Party agrees that this Agreement is important, material and gravely affects the effective and successful conduct of the business of the Company, and it also affects the Company's reputation and goodwill, and is necessary to protect the Company's Legitimate Business Interests. The Second Party further recognizes and agrees that the Company will suffer irreparable injury in the event of Second Party's breach of any covenant or agreement contained in this Agreement and cannot be compensated by monetary damages alone. Accordingly, the Second Party agrees that, in addition to and

without limiting any other remedies or rights that the Company may have, the Company shall have the right to obtain injunctive relief, both temporary and permanent. against the Second Party from any court of competent jurisdiction ("Court") if granted by the Court. In addition to said injunctive relief, the Company shall also be entitled to seek damages, including, but not limited to, compensatory, incidental, consequential, exemplary, and lost profits damages. Second Party agrees to pay the Company's reasonable attorney's fees and costs for enforcement of this Agreement, if the Second Party breaches this Agreement.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree that venue for enforcement of any type under this Agreement shall be in Sarasota County, Florida.

10. SURVIVORS. This Agreement survives after Second Party is no longer an employee of the Company.

11. MISCELLANEOUS. No change, addition, deletion, or amendment of this Agreement shall be valid or binding upon Second Party or the Company unless in writing and signed by Second Party and the Company. Upon approval of a majority of the Company's Board of Directors, the Company may waive a provision of this Agreement only in a writing signed by a representative of the Board of Directors of the Company and specifically stating what is waived. The rights of the Company under this Agreement may be assigned; however, the covenants and agreements of the Second Party pursuant to this Agreement cannot be assigned. The title of this Agreement and the paragraph headings of this Agreement are not substantive parts of this Agreement and shall not limit or restrict the Agreement in any way. In construing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and Second Party.

12. SECOND PARTY ACKNOWLEDGMENT. The Second Party acknowledges that Second Party has voluntarily and knowingly entered into this Agreement and that this Agreement encompasses the full and complete agreement between the parties with respect to the matters set forth herein.

    INVISA, INC.                                      SECOND PARTY





By: ___________________________________               _________________________
    Herb M. Lustig                                    Charles Yanak
    President, CEO and Authorized Representative

Exhibit 10.89

"INVISA, INC."

2003-A EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN

1. Purpose.

The purpose of this plan (the "Plan") is to secure for Invisa, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporation who have contributed to the Company in the past and who are expected to contribute to the Company's future growth and success. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company.

2. Issuance of Stock Options and Administration.

a. Authorization of Option Issuance -- The issuance of options for the purchase of shares of the Company's Common Stock pursuant to the Plan shall be authorized by action of the Board of Directors of the Company (the "Board"), or a committee (the "Committee") designated by the Board of Directors.

b. Administration -- The Plan will be administered by the Board, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board may, to the full extent permitted by or consistent with applicable laws or regulations including, without limitation, applicable state laws and Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor rate (Rule 16b-3"), delegate any or all of its powers under the Plan to a Committee appointed by the Board, and if the Committee is so appointed all references to the Board in this Plan shall mean and relate to such Committee. The Board may, in its discretion, authorize the issuance of stock options for the purchase of Common Stock under this Plan. The Board shall have authority, subject to the express provision of the Plan, to construe the respective stock option agreements, and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the prescribed stock option agreements, which need not be identical, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any stock option agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No other director or person acting pursuant to authority delegated by the Board or the Committee shall be liable for any action or determination under the Plan made in good faith.

3. Eligibility.

a. General -- Options may be issued to persons who are, at the time of issuance, employees or officers and directors of, or consultants or advisors to the Company.

b. Issuance of Stock Options to Officers and Directors -- The selection of an officer or director as a recipient of stock options, the timing of the stock option issuance, and the number of shares subject to the issuance shall be determined either (i) by the Board or the Compensation Committee, or (ii) by two or more directors having full authority to act in the matter.

c. Issuance of Option -- Options may only be issued to eligible persons (as defined in Section 3(a) above).

4. Stock Subject to Plan.

Subject to adjustment as provided in Section 8 below, the maximum number of shares of Common Stock of the Company which may be issued pursuant to options granted under the Plan is 1,000,000 shares.

5. Forms of Stock Option Agreements.

As a condition to the issuance of options under the Plan, each recipient of an option shall execute a stock option agreement in such form not inconsistent with the Plan as may be approved by the Board. Such agreements may differ among recipients.

6. Additional Provisions.

The Board may, in its sole discretion, include additional provisions in stock option agreements under the Plan, including without limitations restrictions on transfer, repurchase rights, commitments to pay cash bonuses, registration rights under the Securities Act of 1933, or such provisions as shall be determined by the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan.

7. General Restrictions.

The shares issued pursuant to options granted under this Plan shall be subject to the requirements that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares, upon any securities exchange or under any state or federal law, or that the consent or approval of any government or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance of shares thereunder, such shares may not be issued, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable of the Board.

8. Adjustment Provisions for Recapitalization.

If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, or recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company; or (ii) additional shares or new or different shares or other securities, of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in the maximum number and kind of shares reserved for issuance under the Plan.

9. Substitute Stock.

The Company may issue stock under the Plan in substitution for stock held by employees and directors of, or consultants or advisors to, another corporation who becomes employees of or consultant or advisors to the Company or a subsidiary of the Company, or as a result of the acquisition by the Company, or one of its subsidiaries, or property or stock of the employing corporation. The Company may direct that substitute stock be issued on such terms and conditions as the Board considers appropriate in the circumstances.

10. No Special Employment Rights.

Nothing contained in the Plan or in any option issuance shall confer upon any recipient any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation of the recipient.

11. Amendment of the Plan.

a. The Board may at any time, and from time to time, modify or amend the Plan in any respect, except that if at any time the approval of the shareholders of the Company is required under the law or rule, the Board may not effect such modification or amendment without such approval.

b. The termination or any modification or amendment of the Plan shall not, without the consent of a recipient of options, affect his or her rights under options previously granted to him or her. With the consent of the optionee affected, the Board may amend outstanding option agreements in a manner not consistent with the Plan.

12. Effective Date and Duration of the Plan.

a. Effective Date -- The Plan shall become effective when adopted by the Board. Amendments to the Plan shall become effective when adopted by the Board. Options may be granted under the Plan at any time after the effective date and before the dated fixed as the termination date of the Plan.

b. Termination -- Unless sooner expressly terminated in accordance with the provisions of the Plan, the Plan shall terminate upon the earlier of (i) October 16, 2013; or (ii) the date on which all shares available for issuance under stock options granted under the Plan shall have been issued.

13. Provisions for Foreign Participation.

The Board may, without amending the Plan, modify stock issuances granted to participants who are foreign nationals or employed outside the United States to recognize differences in laws, rules, regulations or customs of such foreign jurisdiction with respect to tax, securities, currency, employee benefits or other matters.

14. Registration of Shares.

In the Board's discretion, the Board may agree with respect to any or all of the shares issued under the Plan, to prepare and file Registration Statements on Form S-8, which Registration Statements may include re-offer prospectuses as that term is defined in Form S-8, to register and continue to keep effectively registered for resale the shares issued as compensation under the Plan.

Adopted by the Board of Directors October 15, 2003

EXHIBIT 10.90

FIRST AMENDMENT TO
INVISA, INC. 2003 INCENTIVE PLAN

WHEREAS, the Invisa, Inc. 2003 Incentive Plan was established by the Company effective as of January 2, 2003 (the "Plan"); and

WHEREAS, Section 3.3 of the Plan provides the Board of Directors with great flexibility in connection with the grant of options thereunder; and

WHEREAS, the Company has determined that certain amendments are needed to the Plan in order to clarify the discretion granted to the Board of Directors to deviate from specific provisions of the Plan when necessary and appropriate when granting awards under the Plan; and

WHEREAS, the Company has also determined that other clarifying amendments are needed to the Plan.

NOW, THEREFORE, in consideration of the premises, the Company adopts the following provisions as the First Amendment to the Plan.

1. Defined Terms. All capitalized terms in this First Amendment have the same meanings as set forth in the Plan.

2. Form of Option. In the event an Option is designated as an Incentive Stock Option when granted, but the terms of the Option Agreement or other events occur to disqualify the Option from being treated as an Incentive Stock Option under the Plan or otherwise, the Option as granted shall be automatically deemed to be a Nonqualified Stock Option and shall remain subject to the terms of the Option Agreement.

3. Stock Adjustments. Section 4.2 of the Plan is hereby deleted, and the following is substituted in lieu thereof:

4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE

In the event of changes in all of the outstanding shares of Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations or liquidations, or similar events, or in the event of extraordinary cash or non-cash dividends being declared with respect to the shares of Stock, or similar transactions or events, the number of Shares and class of Stock available under the Plan in the aggregate, the number of Shares and class of Stock subject to Options theretofore granted, applicable purchase prices and all other applicable provisions, shall, subject to the provisions of the Plan, be equitably adjusted by the Board, or the Committee if one has been appointed (which adjustment may, but need not, include payment to the holder of an Option, in cash or in shares, in an amount equal to the difference between the price at which

Page 1 of 2 Pages

such Option may be exercised and the then current Fair Market Value of the shares of Stock subject to such Option as equitably determined by the Board or the Committee, as the case may be). The foregoing adjustment and the manner of application of the foregoing provisions shall be determined by the Board or the Committee, as the case may be, in its sole discretion; provided, however, that to the extent applicable, any adjustment to an Incentive Stock Option shall be made in a manner consistent with Section 424 of the Code. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an Option.

4. Stock Restrictions. The following shall be added to the first sentence of Section 6.6 of the Plan to clarify that the Board may provide in the option agreement that an option grant is not subject to the right of first refusal:

"Except as otherwise provided in the option agreement,".....

5. Repurchase Rights. The following shall be added to the beginning of
Section 10.1 of the Plan:

"Except as otherwise provided in the option agreement,".....

6. Right of First Refusal. The word "option" shall be inserted in the first sentence of Section 10.2 of the Plan before the word "agreement" to clarify that it refers to the option agreement.

7. Ratification of the Plan as Amended. The Company hereby ratifies and approves the Plan as amended.

IN WITNESS WHEREOF, the undersigned officer of the Company certifies that the foregoing sets forth the First Amendment to the Invisa, Inc. 2003 Incentive Plan, as duly adopted by the Board of Directors.

Signed on April 13, 2004 and effective as of November 6, 2003.

INVISA, INC.

By: /s/ Edmund C. King
    ----------------------------
    Edmund C. King
    Its Chief Financial Officer

OPTION AGREEMENT NUMBER:             2003-1

DATE OF GRANT/AWARD:                 November 6, 2003

NAME OF OPTIONEE:                    Herb M. Lustig

OPTIONEE'S SOCIAL SECURITY NUMBER:   000-00-0000

INITIAL VESTING DATE:                June 30, 2004

INITIAL EXERCISE DATE:               June 30, 2004

EXPIRATION DATE:                     November 6,  2013(the "Option Termination Date")

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, as amended (the "Plan"). The Award of this Option conveys to the Optionee the right to purchase from Invisa, Inc. (the "Company") up to One Million Four Hundred Thousand (1,400,000) shares of Stock (the "Option Shares") under the Plan at an exercise price of $ 3.41 per share. To the fullest extent possible, the Option shall be treated as an Incentive Stock Option, as such term is defined under Section 422 of the Internal Revenue Code. To the extent the Option is not eligible to be treated as an Incentive Stock Option in full, the part that is not eligible for Incentive Stock Option treatment shall be treated as a Nonqualified Stock Option.

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 are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. Notwithstanding the foregoing or anything to the contrary in the Plan (including, but not limited to, Section 6.7 (b)), the Option shall not be terminated prior to, and shall continue to be exercisable until, the Option Termination Date even after Optionee's termination of Service for any reason.

3. To the extent not previously exercise, the Option and all rights with respect thereto, shall terminate and become null and void on the Option Termination Date.

4. The Option is exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of shares of Stock, the Option may be exercised, in whole or in part, at any time or from time to time prior to the Option Termination Date. The following table indicates each date (the "Vesting Date") upon which the Optionee shall be entitled to exercise the Option with respect to the number of shares of Stock indicated beside the date.

NUMBER OF SHARES OF STOCK                          VESTING DATE
-------------------------                          ------------
         233,340                                  June 30, 2004
         116,666                                September 30, 2004
         116,666                                December 31, 2004
         116,666                                  March 31, 2005
         116,666                                  June 30, 2005
         116,666                                September 30, 2005
         116,666                                December 31, 2005
         116,666                                  March 31, 2006
         116,666                                  June 30, 2006
         116,666                                September 30, 2006
         116,666                                December 31, 2006

Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the respective Vesting Date. Any unvested portion of the Option will terminate upon a termination of Optionee's Services unless, in the event of a termination of Services without cause, such unvested portion becomes vested pursuant to the Optionee's Employment Agreement with the Company. The vested portion of the Option will not terminate as the result of a termination of Optionee's Services.

5. The Option shall be deemed to be fully vested, without regard to the above table, upon (a) a sale, merger or other transaction by one or more shareholders of the Company of more than 50% of the Company's Common Stock to a person or entity which is not directly or indirectly related to or affiliated with the sellers of such Common Stock, (b) a sale or exchange of substantially all the assets of the Company, or (c) a change of control of the Company.

6. The Option may be exercised by the Optionee's heirs, successors, or legal representatives.

7. 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 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, as soon thereafter as is practicable, the Company shall cause to be delivered to the Optionee a certificate of certificates for the Option Shares then being purchased. If the Optionee fails to pay for any or 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.

The option exercise price and tax withholding may be paid in cash or in shares of the Company's Common Stock owned by Optionee for at least 6 months, at its Fair Market Value (as defined below) on the date preceding the exercise date.

"FAIR MARKET VALUE" means, as of a specific date, with respect to a share of Stock of the Company, the closing price on such date (or, if there is no closing price, then the closing bid price) of the Company's Stock reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which the Stock is listed, or if the Stock is not listed on a securities exchange in the United States, the mean between the dealer closing "bid" and "ask" prices on the over-the-counter market as reported by the National Association of Security Dealers Automated Quotation System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of such stock as determined by the Board of Directors in good faith and based on all relevant factors.

8. There are no restrictions or rights of first refusal or repurchase rights with respect to any share acquired as a result of the exercise of the Option, except as required by any applicable federal or state securities laws. The Company agrees to use its best effort to have any shares of Stock acquired by the exercise of the Option registered with the Securities and Exchange Commission pursuant to a Form S-8 or other registration statement, which registration statement will be filed by the Company to the extent practicable within ten (10) months after the effective date of the Optionee's employment agreement with the Company.

9. 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.

10. 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 Optonee 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.

11. The termination of the Plan will not affect the Option. The terms of the Option shall not be amended or modified without the consent of the Optionee.

12. In the event of an inconsistency between the terms of this Stock Option Agreement and the Plan, the Stock Option Agreement shall govern.

IN WITNESS WHEREOF, Invisa, Inc. has caused its duly authorized offices to execute this Stock Option Agreement, and the Optionee has placed his or her signature hereon, effective as of the Grant Date.

INVISA, INC.

By: /s/ Edmund C. King
Edmund C. King
Chief Financial Officer

ACCEPTED AND AGREED TO: