INVISA INC (Form: 8-K/A, Received: 10/18/2006 10:52:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2006

INVISA, INC .

(Exact name of registrant as specified in its charter)

Nevada	000-50081	65-1005398
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6935 15 ^th Street East, Suite 120, Sarasota, Florida 34243

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (941) 355-9361

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Effective October 2, 2006 (“Closing Date”), Invisa, Inc. a Nevada corporation (“Registrant”) entered into, and simultaneously consummated, an agreement (“Agreement”) whereby it agreed to borrow from M.A.G. Capital, LLC; Mercator Momentum Fund III, LP; and Monarch Pointe Fund, Ltd. (“Lenders”) in the form of Secured Promissory Notes (the “Notes”) up to $135,446 with interest at ten percent (10%) per annum. The Notes, together with all accrued interest thereupon, are due and payable on March 1, 2007.

The proceeds of such Notes will be used primarily for the corporate expenses of the Registrant. The proceeds will be funded on a bi-weekly basis upon the delivery of a borrowing certificate and additional requested information as detailed in the Agreement.

The Notes are secured by all assets of the Registrant. The Registrant covenants to provide bi-weekly borrowing certificates and proof of all invoices and payments, and covenants not to incur additional debt or liens, transfer collateral, change its corporate structure or allow its working capital balance to decline by more than $25,000. If the Registrant fails to satisfy all of its obligations under the Agreement, an event of default will have occurred and the principal and interest may be accelerated and become due and payable immediately.

The foregoing description of the Agreement and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes, which are filed as exhibits hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

In connection with the Agreement, on the Closing Date the Registrant issued to Ocean Park Advisors, LLC, an advisor to the Lender, a warrant to purchase 150,000 shares of its Common Stock at $0.04 per share. Such warrant expires on October 2, 2016. Reference is made to the warrant agreement with Ocean Park Advisors, LLC, which is filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Exhibit No. Description

10.1 Promissory Note Agreements dated October 10, 2006, by and between Invisa, Inc. and M.A.G. Capital, LLC; Mercator Momentum Fund III, LP; and Monarch Pointe Fund, Ltd., Borrowing Certificates and Forms of Assignments.

10.3 Warrant Agreement dated October 10, 2006, by and between Invisa, Inc. and Ocean Park Advisors, LLC.

10.4 UCC Financing Statements

10.5 Schedule of Advances; permitted payments

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the remaining of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	INVISA, INC.

Date: October 17, 2006	By:	/s/ Edmund C. King
		Edmund C. King
		Chief Financial Officer

PROMISSORY NOTE

October 10, 2006

Los Angeles, California

FOR VALUE RECEIVED, the undersigned, INVISA, INC. , a Nevada corporation (“ Borrower ”), promises to pay to the order of M.A.G. CAPITAL, LLC , a California limited liability company (together with its successors and assigns, “ Lender ”), at 555 South Flower Street, Suite 4200, Los Angeles, California 90071, or such other place as the holder hereof may designate in writing, the principal sum of THIRTY SIX THOUSAND EIGHT HUNDRED TWENTY EIGHT United States Dollars (U.S. $36,828.00), with interest on the unpaid principal balance from the date of this Promissory Note (this “ Note ”), until paid, at the Interest Rate provided herein.

WHEREAS, (i) Borrower, Lender and Ocean Park Advisors, LLC, a California limited liability company (“ Advisors ”), have entered into that certain Letter Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Letter Agreement ”), pursuant to which Advisors will receive each Borrowing Certificate (as hereinafter defined) and perform the services for Lender as set forth therein, (ii) Borrower has made (A) that certain promissory note dated as of the date hereof, payable to the order of Mercator Momentum Fund III, LP, a California limited partnership (as amended, restated, supplemented or otherwise modified from time to time, the “Mercator Note” ) and (B) that certain promissory note dated as of the date hereof payable to the order of Monarch Pointe Fund, Ltd., a company organized under the laws of the British Virgin Islands (as amended, restated, supplemented or otherwise modified from time to time, the “Monarch Note” , and collectively with this Note and the Mercator Note, the “ Subject Promissory Notes ”, and each a “ Subject Promissory Note ”) and (iii) Borrower has granted to Advisors that certain Warrant to Purchase Common Stock, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Warrant ”) as Advisors’ compensation under the Letter Agreement;

NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agrees as follows:

Rate of Interest . The outstanding principal balance of this Note shall bear interest at ten percent (10%) per annum (the “ Interest Rate ”).

Date and Time of Payment . The outstanding principal balance of this Note shall be repaid in full plus all accrued and unpaid interest on earlier to occur of (a) the Maturity Date or (b) the date of termination of this Note, whether by its terms, by prepayment, or by acceleration. All amounts outstanding hereunder shall constitute Borrower’s obligations hereunder, and such obligations include without limitation all principal, interest (including all interest which accrues after the commencement of any case or proceeding by or against Borrower in bankruptcy whether or not allowed in such case or proceeding), fees, indemnities, expenses, attorneys’ fees and any other sum chargeable to Borrower hereunder and owing to Lender (all such obligations and all other obligations of Borrower under this Note, “ Obligations ”). No principal amount of this Note paid or prepaid may be reborrowed.

Default Rate . Notwithstanding Section 1 , after the occurrence of any Event of Default and for so long as such Event of Default continues, and in any event from and after the Maturity Date, all

principal, interest and other amounts payable under this Note shall bear interest until paid in full at a rate of interest equal to four percent (4%) above the per annum rate otherwise applicable hereunder.

Computation of Interest . Interest on the principal amount hereof and all other Obligations shall be computed on the basis of a 360-day year, and shall be charged for the actual number of days elapsed during any month or other accrual period.

Manner of Payment . All payments by Borrower in respect of any Obligations shall be made without deduction, defense, set off or counterclaim, free and clear of all taxes, and in immediately available funds delivered to Lender by wire transfer to the account set forth on Schedule 1 attached hereto, or to such other account(s) at such bank(s) as Lender may from time to time designate in writing to Borrower.

Maturity . To the extent not sooner due and payable in accordance with this Note, the outstanding principal balance of this Note, and all accrued and unpaid interest thereon, shall be due and payable on March 1, 2007 (the “ Maturity Date ”).

Application of Payments . All payments shall be applied to amounts then due and payable in the following order: (a) to Lender’s costs and expenses reimbursable in connection herewith; (b) to interest accrued on the outstanding principal balance of this Note; (c) to the principal amount hereof; and (d) to all other Obligations.

Borrowing and Use of Proceeds .

The proceeds of this Note shall be funded in multiple advances (each, an “ Advance ”) by Lender to Borrower in the amounts and on such dates as set forth on Schedule 2 attached hereto under the heading “Schedule of Advances”. The initial Advance shall be made on the date hereof, subject to (i) the repayment of all outstanding principal, interest and other obligations under that certain Promissory Note dated September 19 , 2006, made by Borrower payable to the order of Lender ( as amended, restated, or otherwise modified from time to time, the “ Existing Note ”), and (ii) the issuance of the Warrant by Borrower to Advisors. The obligation of Lender to make each subsequent Advance following the initial Advance hereunder is subject to the fulfillment, at or prior to the time of the making of such Loan, of each of the following conditions: (i) following each Advance, including without limitation the initial Advance, Borrower shall have delivered to Advisors, and Advisors shall have received, a Borrowing Certificate and any requested information in connection therewith pursuant to Section 11 hereof at least one (1) Business Day prior to the date of next scheduled Advance, and (ii) no Event of Default, or any event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default (any such event, a “ Default ”), shall have occurred and be continuing.

On the date of the initial Advance, such Advance shall be applied (i) in the amount of 27.19% of the outstanding amount owing under the Existing Note to the repayment of the Existing Note, and (ii) to the payment of Permitted Expenses in accordance with the terms of this Note. Each subsequent Advance shall be applied as set forth in clause (ii) of this Section 8(b).

or other medium and is retrievable in perceivable form) relating to its business operations or financial condition or the Collateral; commercial tort claims; deposit accounts; equipment; general intangibles; patents; patent applications; goods; instruments; inventory; investment property (including all securities and securities accounts); letters of credit; letter of credit rights; promissory notes; drafts; documents; chattel paper (including electronic chattel paper and tangible chattel paper); any and all supporting obligations; money, cash and cash equivalents; other personal property or other assets of Borrower which now or hereafter come into the possession, custody, or control of Lender (as each of the foregoing types of property are defined in the Uniform Commercial Code as, from time to time, enacted and in effect in the State of California (the “ Code ” ); together, in each instance, with all accessions and additions thereto, substitutions therefor, and replacements, products thereof and any other property receivable or received from or upon the sale, lease, license, collection, use, exchange or other disposition, whether voluntary or involuntary, of any of the foregoing, including without limitation any and all “proceeds” as defined in the Code, whether cash or noncash, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to or for the account of Borrower from time to time with respect to any of the foregoing, any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any person or entity acting under color of governmental authority), and any and all other amounts from time to time paid or payable under or in connection with any of the foregoing or for or on account of any damage or injury to or conversion of any of the foregoing by any person or entity. Any terms used in this Note which are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein. The patent/patent applications included in the Collateral include: US 5,337,039 080994; US 7,023,222 B2 040406; US 2006 005534 A1 031606.

Representations and Warranties . Borrower makes the following representations and warranties to Lender, which representations and warranties shall be true, correct, and complete as of the date hereof and shall survive the execution and delivery of this Note:

Due Organization and Qualification . Borrower is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any jurisdiction where it is required to be so qualified, and has all requisite power and authority to (i) own its assets and carry on its business, and (ii) execute, deliver and perform its Obligations.

Due Authorization; No Conflict . The execution, delivery, and performance by Borrower of this Note to which it is a party have been duly authorized by all necessary action on the part of Borrower. This Note has been duly executed and delivered by Borrower. The execution, delivery, and performance by Borrower of this Note, and the consummation of the transactions contemplated hereby, do not and will not (i) violate in any material respect any provision of federal, state, provincial or local law or regulation applicable to Borrower, its organizational documents, or any order, judgment, or decree of any court or other governmental authority, (ii) conflict with, result in a breach or termination of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in or require the creation or imposition of any lien of any nature whatsoever upon any properties or assets of Borrower, other than liens or security interests in favor of Lender, or (iv) require any approval of any of Borrower’s stockholders or any approval or consent of any other person or entity, other than consents or approvals that have been obtained and that are still in force and effect. The execution, delivery, and performance by Borrower of this Note do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authority, other than consents or approvals that have been obtained and that are still in force and effect. This Note when executed and delivered by Borrower will be the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its term, except as enforcement may be

limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. The Lender’s security interest in the Collateral is a validly created, perfected, first priority security interest, subject only to Permitted Liens.

Executive Offices; Collateral Locations; FEIN; Organizational Information; Trade Names . The current location of Borrower’s chief executive office, principal place of business, other offices, the warehouses and premises within which any Collateral is stored or located, and the location of its books and records is 6935 15th Street East, Suite 120, Sarasota, Florida 34243 (“ Borrower’s Office ”). Borrower has not used and does not presently use any fictitious or trade names which have been used by Borrower.

Affirmative Covenants . For so long as there are any Obligations outstanding and until payment and performance in full thereof, Borrower hereby covenants to Lender as follows: (a) Borrower shall at all times preserve and keep in full force and effect Borrower’s and each of its subsidiaries’ valid existence and good standing and any rights and franchises material to their businesses; (b) (i) the amounts advanced to Borrower under this Note shall be used to pay Permitted Expenses (as defined below) of Borrower that have been invoiced to Borrower in the ordinary course of business by the applicable Permitted Payee (as defined below) to which any such Permitted Expense is owed and (ii) which payments of Permitted Expenses to any such Permitted Payee, plus any payments of such Permitted Expenses to such Permitted Payee with the proceeds of advances under the other Subject Promissory Notes, shall not exceed in the aggregrate the amounts specified therefor as set forth on Schedule 2 hereto for the periods listed thereon ; (c) at least one (1) Business Day prior to each Advance (other than the initial Advance), Borrower shall deliver to Advisors, with a copy to Lender, and Advisors shall have received, (i) a certificate of the chief executive officer or chief financial officer of the Borrower substantially in the form of Exhibit A hereto (each such certificate, a “ Borrowing Certificate ” ), which certificate shall set forth evidence of Borrower’s payment of the Permitted Expenses due and payable to a Permitted Payee prior to such Advance and the amount thereof, which Permitted Expenses shall have been paid with the proceeds of the Advances made prior to such Advance in accordance with Schedule 2 hereto (such payments, “ Permitted Payments ”), which evidence shall be in form and substance satisfactory to Lender in all respects, and ( ii) such other information regarding Borrower and its business as Lender or Advisors may request in form and substance satisfactory to Lender or Advisors, as applicable, and ( d) Borrower shall, at Borrower’s expense and upon the request of Lender, duly execute and deliver, or cause to be duly executed and delivered, to Lender such further instruments, and do and cause to be done such further acts, as may be necessary or proper in the reasonable opinion of Lender to carry out more effectively the provisions and purposes of this Note. As used in this Note, “ Permitted Expenses ” shall mean unpaid operating expenses of Borrower that are due and payable to the persons or entities set forth on Schedule 2 hereto (each a “ Permitted Payee ”), and which expenses shall be of the type set forth on such schedule.

hereof as set forth in Part 2 of Schedule 3 hereto; (c) sell, transfer, convey or otherwise transfer any portion of the Collateral or otherwise materially modify or impair any portion of the Collateral, or any other assets of Borrower or any such subsidiary, other than (i) sales of inventory to buyers in the ordinary course of business or (ii) the use or transfer of money in a manner that is not otherwise prohibited by the terms hereof; (d) change (i) its corporate structure, legal name or organizational documents, (ii) its jurisdiction of organization, or (iii) its chief executive office, principal place of business, or any offices, warehouses or other premises where any Collateral is held or stored, or the location of its books and records; (e) directly or indirectly, enter into or permit to exist any transaction with, or make any payment or distribution to, any affiliate (other than Lender or any of its affiliates); (f) directly or indirectly, (i) merge with or consolidate with any entity, or (ii) liquidate, wind up, dissolve itself or sell or otherwise transfer any of its properties or assets outside the ordinary course of business ; or (g) permit the amount of Borrower’s Working Capital as of the date hereof as determined by Lender to decline by an aggregate amount exceeding $25,000 between the date hereof and the Maturity Date. As used in this Note, “Working Capital” shall mean, for any period of determination and measured on a consolidated basis with any consolidated subsidiaries, the difference of (x) the sum of Borrower’s cash and cash equivalents plus the amount of Borrower’s accounts receivable plus the fair market value of Borrower’s inventory plus its prepaid expenses minus (y) the aggregate sum of Borrower’s accounts payables plus accrued expenses.

Events of Default; Remedies; Acceleration . Upon and at any time following the occurrence of any Event of Default, Lender 's obligations to make future advances shall terminate, and Lender may (i) proceed to protect and enforce Lender’s rights by suit in equity, action at law and/or other appropriate proceeding, either for specific performance of any covenant or condition contained in this Note or in any instrument or document delivered to Lender pursuant to this Note, or in aid of the exercise of any power granted in this Note or any such instrument or document, (ii) by notice in writing to Borrower declare all or any part of the unpaid balance of the Obligations then outstanding to be immediately due and payable, and/or (iii) proceed to enforce payment of the Obligations in such manner as Lender may elect , including the foreclosure of the Collateral and the sale of the assets in a public or private sale, and to realize upon any and all rights of Lender hereunder. To the extent not prohibited by applicable law which cannot be waived, all of Lender’s rights hereunder shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under applicable law or in equity, and no exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election or acquiescence by it. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “ Event of Default ” hereunder:

Borrower (i) fails to make any payment of outstanding principal balance of this Note, or interest thereon, or any of the other Obligation when due and payable, or (ii) fails to pay or reimburse Lender for any cost or expense reimbursable hereunder when due and payable;

Borrower fails or neglects to perform, keep or observe any of the provisions of Section 11 or Section 12 , including without limitation any failure of Borrower to deliver any Borrowing Certificate in accordance with the terms of this Note;

Any representation or warranty made in this Note or any other writing made by or on behalf of Borrower in connection herewith and the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made;

or other similar law, rule or regulation, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, or (iii) ordering the winding-up or liquidation of the affairs of s Borrower, and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or a decree or order granting the relief sought in such case or proceeding shall be entered by a court of competent jurisdiction; Borrower (i) files a petition seeking relief under the Bankruptcy Code, or any other applicable federal, state or foreign bankruptcy or other similar law, rule or regulation, (ii) consents to or fails to contest in a timely and appropriate manner the institution of proceedings thereunder or the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, (iii) makes an assignment for the benefit of creditors, (iv) takes any action in furtherance of any of the foregoing; or (v) admits in writing its inability to, or is generally unable to, pay its debts as such debts become due;

If this Note or any financing statement, document or other instrument executed, delivered or filed in connection herewith or with the security interest granted to Lender hereunder, shall, for any reason, fail or cease to create a valid and perfected lien on or security interest in any or all of the Collateral.

(g) If under any of the other Subject Promissory Notes, an Event of Default (as defined in such other Subject Promissory Note) shall occur

Certain Rights and Waivers . To the extent not prohibited by the provisions of applicable law, Borrower hereby expressly waives: (a) all presentments, demands for performance, notices of nonperformance (except to the extent required by this Note), protests, notices of protest and notices of dishonor; (b) any requirement of diligence or promptness on the part of Lender in the enforcement of its rights under this Note; (c) any and all notices of every kind and description which may be required to be given by any statute or rule of law; and (d) any defense (other than indefeasible payment in full) which it may now or hereafter have with respect to its liability under this Note.

Assignments . Borrower may not assign or transfer any of its rights or obligations hereunder without the express, written consent of Lender. Any such purported assignment or transfer by Borrower without the express, written consent of Lender shall be null and void ab initio .

Costs and Expenses . Borrower agrees to pay all costs and expenses of Lender, including without limitation all fees and disbursements of counsel, advisors, consultants, examiners and appraisers for Lender, in connection with (a) any enforcement (whether through negotiations, legal process or otherwise) of this Note, (b) any workout or restructuring of this Note during the pendency of one or more Events of Default, (c) any bankruptcy case or proceeding of Borrower or any appeal thereof, and (iv) upon the occurrence and during the continuance of an Event of Default, any efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral.

CHOICE OF LAW . THE VALIDITY OF THIS NOTE, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE BORROWER AND LENDER WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES EXCEPT TO THE EXTENT NECESSARY TO ENFORCE THIS CHOICE OF LAW PROVISION.

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Notices . All communications hereunder shall be in writing and shall be deemed to be duly given and received (a) upon delivery if delivered personally or upon confirmed transmittal if by facsimile, (b) on the next Business Day if sent by overnight courier, or (c) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, in each case to the appropriate notice address or facsimile number set forth below or at such other address or facsimile number as any party listed below may have furnished to the other party listed below by giving such other party notice in the manner set forth in this Section 18 . If to Lender, at M.A.G. Capital, LLC, 555 South Flower Street, Suite 4200, Los Angeles, California 90071, Attention: Harry Aharonian, Fax: (213) 533-8285, and if to Borrower, at Invisa, Inc. 6935 15th Street East, Suite 120, Sarasota, Florida 34243, Attention: Ed King, Fax: (941) 355-9373.

[Remainder of Page Intentionally Blank]

Promissory Note

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

	INVISA, INC. By: /s/ Edmund C. King______ Name:Edmund C. King Title: Chief Financial Officer

Signature Page to Promissory Note

Schedule 1

Lender’s Account

Account Name: Morgan Stanley

Bank Name: Citibank NY

Bank Routing Number: 021000089

Account Number: 388-90774

Special Instructions:

For benefit of MAG Capital LLC account number 38-C1844

Schedule 1 to Promissory Note

Schedule 2

Schedule of Advances

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Schedule 3

Permitted Indebtness and Liens

Schedule 3, Part 1

Indebtedness in the amount of $6000.00 owing by Borrower to Express Systems Corporation ("Plaintiff") in accordance with that certain Settlement Agreement between Plaintiff and Borrower, as defendant (the "Settlement Agreement") in respect of civil action Case No. 2005-CA-10032-NC in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida.

Schedule 3, Part 2

Permitted Liens:

The lien or security interest in favor of Plaintiff (as defined above) created in connection with the Settlement Agreement (as defined above), which lien or security interest is referenced in a financing statement filing with the Florida Department of State.

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Exhibit A

Borrowing Certificate

___________, 2006

Ocean Park Advisors, LLC

6033 West Century Boulevard, Suite 850

Los Angeles, California 90045

Attention: Heng Chuk

M.A.G. Capital, LLC

555 South Flower Street, Suite 4200

Los Angeles, California 90071

Attention: Harry Aharonian

Dear Ladies and Gentlemen:

Reference hereby is made to the Promissory Note dated as of October 10, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), made by Invisa, Inc., a Nevada corporation (“ Borrower ”), payable to the order of M.A.G. Capital, LLC, a California limited liability company (together with its successors and assigns, “ Lender ”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Note.

This Borrowing Certificate is delivered prior to the forthcoming Advance on ______________ as set forth on Schedule 2 of the Note (such, Advance, the “ Subject Advance ”).

1. I, _______________, am the duly elected, qualified and acting _______________ of Borrower, and I hereby certify the following:

(a) Attached hereto as Exhibit 1 is a true, complete and correct schedule of Permitted Payments made to the Permitted Payees set forth therein, listing the dates and amounts of such Permitted Payments, and each such Permitted Payment has been made in strict accordance with Schedule 2 of the Note.

(b) (i) As of the date hereof, (ii) as of the date for the Subject Advance, and (iii) after giving effect to the Subject Advance:

(A) the representations and warranties of Borrower contained in the Note are true and correct in all material respects on and as of the date of the Subject Advance as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date); and

(B) no Default or Event of Default has occurred and is continuing on the date of the Subject Advance, or would result therefrom.

[Remainder of Page Intentionally Blank]

Very truly yours,

INVISA, INC.

By: /s/ Edmund C. King______________________

Name: Edmund C. King

Title: Chief Financial Officer

Exhibit 1 to Borrowing Certificate

[Borrower to Attach Evidence of Permitted Payments]

PROMISSORY NOTE

October 10, 2006

Los Angeles, California

FOR VALUE RECEIVED, the undersigned, INVISA, INC. , a Nevada corporation (“ Borrower ”), promises to pay to the order of Mercator Momentum Fund III, LP , a California limited partnership (together with its successors and assigns, “ Lender ”), at 555 South Flower Street, Suite 4200, Los Angeles, California 90071, or such other place as the holder hereof may designate in writing, the principal sum of EIGHT THOUSAND EIGHT HUNDRED THIRTY ONE United States Dollars (U.S. $8,831.00), with interest on the unpaid principal balance from the date of this Promissory Note (this “ Note ”), until paid, at the Interest Rate provided herein.

WHEREAS, (i) Borrower, Lender and Ocean Park Advisors, LLC, a California limited liability company (“ Advisors ”), have entered into that certain Letter Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Letter Agreement ”), pursuant to which Advisors will receive each Borrowing Certificate (as hereinafter defined) and perform the services for Lender as set forth therein, (ii) Borrower has made (A) that certain promissory note dated as of the date hereof, payable to the order of M.A.G. Capital, LLC, a California limited liability company (as amended, restated, supplemented or otherwise modified from time to time, the “M.A.G. Note” ) and (B) that certain promissory note dated as of the date hereof payable to the order of Monarch Pointe Fund, Ltd., a company organized under the laws of the British Virgin Islands (as amended, restated, supplemented or otherwise modified from time to time, the “Monarch Note” , and collectively with this Note and the Mercator Note, the “ Subject Promissory Notes ”, and each a “ Subject Promissory Note ”) and (iii) Borrower has granted to Advisors that certain Warrant to Purchase Common Stock, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Warrant ”) as Advisors’ compensation under the Letter Agreement;

Rate of Interest . The outstanding principal balance of this Note shall bear interest at ten percent (10%) per annum (the “ Interest Rate ”).

Default Rate . Notwithstanding Section 1 , after the occurrence of any Event of Default and for so long as such Event of Default continues, and in any event from and after the Maturity Date, all principal, interest and other amounts payable under this Note shall bear interest until paid in full at a rate of interest equal to four percent (4%) above the per annum rate otherwise applicable hereunder.

Borrowing and Use of Proceeds .

On the date of the initial Advance, such Advance shall be applied (i) in the amount of 6.52% of the outstanding amount owing under the Existing Note to the repayment of the Existing Note, and (ii) to the payment of Permitted Expenses in accordance with the terms of this Note. Each subsequent Advance shall be applied as set forth in clause (ii) of this Section 8(b).

Grant of Security . In order to secure prompt repayment of any and all of the Obligations in accordance with the terms and conditions of this Note, Borrower hereby grants to Lender, a continuing security interest in all of Borrower’s right, title, and interest in and to, all property of Borrower (the “ Collateral ”), whether now owned or existing or hereafter acquired or arising and wheresoever located, which Collateral shall include, without limitation, all of the following: accounts; books and records (including any information inscribed on any tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form) relating to its business operations or financial condition or the Collateral; commercial tort claims; deposit accounts; equipment; general intangibles; patents; patent applications; goods; instruments; inventory; investment property (including all securities and securities accounts); letters of credit; letter of credit rights; promissory notes; drafts; documents; chattel paper (including electronic chattel paper and tangible chattel paper); any and all supporting obligations; money, cash and cash equivalents; other personal property or other assets of Borrower which now or hereafter come into the possession, custody, or control of Lender (as each of the foregoing types of property are defined in the Uniform Commercial Code as, from time to time, enacted and in effect in the State of California (the “ Code ” ); together, in each instance, with all accessions and additions thereto, substitutions therefor, and replacements, products thereof and any other property receivable or received from or upon the sale, lease, license, collection, use, exchange or other disposition, whether voluntary or involuntary, of any of the foregoing, including without limitation any and all “proceeds” as defined in the Code, whether cash or noncash, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to or for the account of Borrower from time to time with respect to any of the foregoing, any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any person or entity acting under color of governmental authority), and any and all other amounts from time to time paid or payable under or in connection with any of the foregoing or for or on account of any damage or injury to or conversion of any of the foregoing by any person or entity. Any terms used in this Note which are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein. The patent/patent applications included in the Collateral include: US 5,337,039 080994; US 7,023,222 B2 040406; US 2006 005534 A1 031606.

Negative Covenants . Without the prior written consent of Lender, Borrower shall not, and shall not cause or permit any of its subsidiaries to, (a) directly or indirectly, create, incur, assume or permit to exist any indebtedness for borrowed money, other than (i) indebtedness evidenced by this Note (ii) Permitted Expenses and (iii) the indebtedness described in Part 1 of Schedule 3 hereto; (b) create, incur, assume or permit to exist any lien, security interest or other encumbrance on or with respect to the Collateral, except for the following liens and other encumbrances (“ Permitted Liens ”) (i) any liens, security interests or other encumbrances created in favor of Lender, M.A.G. Capital, LLC or Monarch Pointe Fund, Ltd.; (ii) liens or other encumbrances for taxes, assessments or other governmental charges which are not yet delinquent; (iii) liens or other encumbrances of landlords, carriers, warehousemen, mechanics, materialmen and other similar liens imposed by law and which are incurred in the ordinary course of business for sums not yet delinquent; and (iv) the liens created prior to the date hereof as set forth in Part 2 of Schedule 3 hereto; (c) sell, transfer, convey or otherwise transfer any portion of the Collateral or otherwise materially modify or impair any portion of the Collateral, or any other assets of Borrower or any such subsidiary, other than (i) sales of inventory to buyers in the ordinary course of business or (ii) the use or transfer of money in a manner that is not otherwise prohibited by the terms hereof; (d) change (i) its corporate structure, legal name or organizational documents, (ii) its jurisdiction of organization, or (iii) its chief executive office, principal place of business, or any offices, warehouses or other premises where any Collateral is held or stored, or the location of its books and records; (e) directly or indirectly, enter into or permit to exist any transaction with, or make any payment or distribution to, any affiliate (other than Lender or any of its affiliates); (f) directly or indirectly, (i) merge with or consolidate with any entity, or (ii) liquidate, wind up, dissolve itself or sell or otherwise transfer any of its properties or assets outside the ordinary course of business ; or (g) permit the amount of Borrower’s Working Capital as of the date hereof as determined by Lender to decline by an aggregate amount exceeding $25,000 between the date hereof and the Maturity Date. As used in this Note, “Working Capital” shall mean, for any period of determination and measured on a consolidated basis with any consolidated subsidiaries, the difference of (x) the sum of Borrower’s cash and cash equivalents plus the amount of Borrower’s accounts receivable plus the fair market value of Borrower’s inventory plus its prepaid expenses minus (y) the aggregate sum of Borrower’s accounts payables plus accrued expenses.

A case or proceeding is commenced against Borrower seeking a decree or order (i) under Title 11 of the United States Bankruptcy Code (11 U.S.C. §§101 et seq. , as amended, and any successor statute, the “ Bankruptcy Code ”), or any other applicable federal, state or foreign bankruptcy or other similar law, rule or regulation, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, or (iii) ordering the winding-up or liquidation of the affairs of s Borrower, and such case or proceeding shall

remain undismissed or unstayed for sixty (60) days or more or a decree or order granting the relief sought in such case or proceeding shall be entered by a court of competent jurisdiction;

Borrower (i) files a petition seeking relief under the Bankruptcy Code, or any other applicable federal, state or foreign bankruptcy or other similar law, rule or regulation, (ii) consents to or fails to contest in a timely and appropriate manner the institution of proceedings thereunder or the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Borrower or for any substantial part of Borrower’s assets, (iii) makes an assignment for the benefit of creditors, (iv) takes any action in furtherance of any of the foregoing; or (v) admits in writing its inability to, or is generally unable to, pay its debts as such debts become due;

(g) If under any of the other Subject Promissory Notes, an Event of Default (as defined in such other Subject Promissory Note) shall occur

mailing if mailed by prepaid registered mail, return receipt requested, in each case to the appropriate notice address or facsimile number set forth below or at such other address or facsimile number as any party listed below may have furnished to the other party listed below by giving such other party notice in the manner set forth in this Section 18 . If to Lender, at M.A.G. Capital, LLC, 555 South Flower Street, Suite 4200, Los Angeles, California 90071, Attention: Harry Aharonian, Fax: (213) 533-8285, and if to Borrower, at Invisa, Inc. 6935 15th Street East, Suite 120, Sarasota, Florida 34243, Attention: Ed King, Fax: (941) 355-9373.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

	INVISA, INC. By: /s/ Edmund C. King Name: Edmund C. King Title: Chief Financial Officer

Schedule 1

Lender’s Account

Account Name: Morgan Stanley

Bank Name: Citibank NY

Bank Routing Number: 021000089

Account Number: 388-90774

Special Instructions:

For benefit of Mercator Momentum Fund III LP account number 38-C1846

Schedule 2

Schedule of Advances

Schedule 3

Permitted Indebtness and Liens

Schedule 3, Part 1

Schedule 3, Part 2

Permitted Liens:

Exhibit A

Borrowing Certificate

___________, 2006

Ocean Park Advisors, LLC

6033 West Century Boulevard, Suite 850

Los Angeles, California 90045

Attention: Heng Chuk

Mercator Momentum Fund III, LP

555 South Flower Street, Suite 4200

Los Angeles, California 90071

Attention: Harry Aharonian

Dear Ladies and Gentlemen:

This Borrowing Certificate is delivered prior to the forthcoming Advance on ______________ as set forth on Schedule 2 of the Note (such, Advance, the “ Subject Advance ”).

1. I, _______________, am the duly elected, qualified and acting _______________ of Borrower, and I hereby certify the following:

(b) (i) As of the date hereof, (ii) as of the date for the Subject Advance, and (iii) after giving effect to the Subject Advance:

(B) no Default or Event of Default has occurred and is continuing on the date of the Subject Advance, or would result therefrom.

[Remainder of Page Intentionally Blank]

Very truly yours,

INVISA, INC.

By: ________________________

Name:

Title: Chief Financial Officer

Exhibit 1 to Borrowing Certificate

[Borrower to Attach Evidence of Permitted Payments]

PROMISSORY NOTE

October 10, 2006

Los Angeles, California

FOR VALUE RECEIVED, the undersigned, INVISA, INC. , a Nevada corporation (“ Borrower ”), promises to pay to the order of Monarch Pointe Fund, Ltd. , a company organized under the laws of the British Virgin Islands (together with its successors and assigns, “ Lender ”), at 555 South Flower Street, Suite 4200, Los Angeles, California 90071, or such other place as the holder hereof may designate in writing, the principal sum of EIGHTY NINE THOUSAND SEVEN HUNDRRED EIGHTY SEVEN United States Dollars (U.S. $89,787.00), with interest on the unpaid principal balance from the date of this Promissory Note (this “ Note ”), until paid, at the Interest Rate provided herein.

WHEREAS, (i) Borrower, Lender and Ocean Park Advisors, LLC, a California limited liability company (“ Advisors ”), have entered into that certain Letter Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Letter Agreement ”), pursuant to which Advisors will receive each Borrowing Certificate (as hereinafter defined) and perform the services for Lender as set forth therein, (ii) Borrower has made (A) that certain promissory note dated as of the date hereof, payable to the order of Mercator Momentum Fund III, LP, a California limited partnership (as amended, restated, supplemented or otherwise modified from time to time, the “Mercator Note” ) and (B) that certain promissory note dated as of the date hereof payable to the order of M.A.G. Capital, LLC., a California limited liability company (as amended, restated, supplemented or otherwise modified from time to time, the “M.A.G. Note” , and collectively with this Note and the Mercator Note, the “ Subject Promissory Notes ”, and each a “ Subject Promissory Note ”) and (iii) Borrower has granted to Advisors that certain Warrant to Purchase Common Stock, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Warrant ”) as Advisors’ compensation under the Letter Agreement;

Rate of Interest . The outstanding principal balance of this Note shall bear interest at ten percent (10%) per annum (the “ Interest Rate ”).

Borrowing and Use of Proceeds .

On the date of the initial Advance, such Advance shall be applied (i) in the amount of 66.29% of the outstanding amount owing under the Existing Note to the repayment of the Existing Note, and (ii) to the payment of Permitted Expenses in accordance with the terms of this Note. Each subsequent Advance shall be applied as set forth in clause (ii) of this Section 8(b).

Negative Covenants . Without the prior written consent of Lender, Borrower shall not, and shall not cause or permit any of its subsidiaries to, (a) directly or indirectly, create, incur, assume or permit to exist any indebtedness for borrowed money, other than (i) indebtedness evidenced by this Note (ii) Permitted Expenses and (iii) the indebtedness described in Part 1 of Schedule 3 hereto; (b) create, incur, assume or permit to exist any lien, security interest or other encumbrance on or with respect to the Collateral, except for the following liens and other encumbrances (“ Permitted Liens ”) (i) any liens, security interests or other encumbrances created in favor of Lender, Mercator Momentum Fund III, LP or M.A.G. Capital, LLC; (ii) liens or other encumbrances for taxes, assessments or other governmental charges which are not yet delinquent; (iii) liens or other encumbrances of landlords, carriers, warehousemen, mechanics, materialmen and other similar liens imposed by law and which are incurred in the ordinary course of business for sums not yet delinquent; and (iv) the liens created prior to the date hereof as set forth in Part 2 of Schedule 3 hereto; (c) sell, transfer, convey or otherwise transfer any portion of the Collateral or otherwise materially modify or impair any portion of the Collateral, or any other assets of Borrower or any such subsidiary, other than (i) sales of inventory to buyers in the ordinary course of business or (ii) the use or transfer of money in a manner that is not otherwise prohibited by the terms hereof; (d) change (i) its corporate structure, legal name or organizational documents, (ii) its jurisdiction of organization, or (iii) its chief executive office, principal place of business, or any offices, warehouses or other premises where any Collateral is held or stored, or the location of its books and records; (e) directly or indirectly, enter into or permit to exist any transaction with, or make any payment or distribution to, any affiliate (other than Lender or any of its affiliates); (f) directly or indirectly, (i) merge with or consolidate with any entity, or (ii) liquidate, wind up, dissolve itself or sell or otherwise transfer any of its properties or assets outside the ordinary course of business ; or (g) permit the amount of Borrower’s Working Capital as of the date hereof as determined by Lender to decline by an aggregate amount exceeding $25,000 between the date hereof and the Maturity Date. As used in this Note, “Working Capital” shall mean, for any period of determination and measured on a consolidated basis with any consolidated subsidiaries, the difference of (x) the sum of Borrower’s cash and cash equivalents plus the amount of Borrower’s accounts receivable plus the fair market value of Borrower’s inventory plus its prepaid expenses minus (y) the aggregate sum of Borrower’s accounts payables plus accrued expenses.

(g) If under any of the other Subject Promissory Notes, an Event of Default (as defined in such other Subject Promissory Note) shall occur

[Remainder of Page Intentionally Blank]

Promissory Note

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

	INVISA, INC. By: /s/Edmund C. King Name: Edmund C. King Title:Chief Financial Officer

Signature Page to Promissory Note

Schedule 1

Lender’s Account

Account Name: Morgan Stanley

Bank Name: Citibank NY

Bank Routing Number: 021000089

Account Number: 388-90774

Special Instructions:

For benefit of Monarch Pointe Fund Ltd account number 38-C1845

Schedule 1 to Promissory Note

Schedule 2

Schedule of Advances

- -

Schedule 3

Permitted Indebtness and Liens

Schedule 3, Part 1

Schedule 3, Part 2

Permitted Liens:

- -

Exhibit A

Borrowing Certificate

___________, 2006

Ocean Park Advisors, LLC

6033 West Century Boulevard, Suite 850

Los Angeles, California 90045

Attention: Heng Chuk

Monarch Pointe Fund, Ltd.

555 South Flower Street, Suite 4200

Los Angeles, California 90071

Attention: Harry Aharonian

Dear Ladies and Gentlemen:

This Borrowing Certificate is delivered prior to the forthcoming Advance on ______________ as set forth on Schedule 2 of the Note (such, Advance, the “ Subject Advance ”).

1. I, _______________, am the duly elected, qualified and acting _______________ of Borrower, and I hereby certify the following:

(b) (i) As of the date hereof, (ii) as of the date for the Subject Advance, and (iii) after giving effect to the Subject Advance:

(B) no Default or Event of Default has occurred and is continuing on the date of the Subject Advance, or would result therefrom.

[Remainder of Page Intentionally Blank]

Very truly yours,

INVISA, INC.

By: ________________________

Name:

Title: Chief Financial Officer

Exhibit 1 to Borrowing Certificate

[Borrower to Attach Evidence of Permitted Payments]

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK

Number of Shares:	150,000 Shares (subject to adjustment)
Warrant Price:	$0.04 per Share
Issuance Date:	October 10, 2006
Expiration Date:	October 10, 2016

	- -

|||

THIS WARRANT CERTIFIES THAT for value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter called the “ Holder ”) is entitled to purchase from Invisa, Inc., a Nevada corporation (hereinafter called the “ Company ”), the above referenced number of fully paid and nonassessable shares (the “ Shares ”) of common stock, par value $0.001 per share (the “ Common Stock ”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1. Term and Exercise .

1.1 Term . This Warrant is exercisable in whole or in part (but not as to any fractional share of Common Stock), at any time and from time to time on or after the Issuance Date set forth above, but prior to 6:00 p.m. on the Expiration Date set forth above.

1.2 Warrant Price . The Warrant shall be exercisable at the Warrant Price referenced above.

1.3 Maximum Number of Shares . The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 150,000 Shares.

1.4 Procedure for Exercise of Warrant . Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.

1.5 Delivery of Certificate and New Warrant . In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, together with any other securities or other property which the Holder is entitled to receive upon exercise of this Warrant, shall be delivered to the Holder hereof, at the Company’s expense, within a reasonable time, not exceeding five (5) trading days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was received by the Company, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is on a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares at the close of business on the next succeeding date on which the stock transfer books are open.

1.6 Restrictive Legend . Each certificate for Shares shall bear a restrictive legend in substantially the form as follows, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Shares may, at the time of such exercise, be listed:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be sold, offered for sale, transferred or pledged in the absence of such registration or an exemption therefrom under such Act.”

Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless, in the opinion of counsel for the Holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend.

1.7 Fractional Shares . No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the Warrant Price of a full Share then in effect.

1.8 Cashless Exercise .

(a) Holder may, at its option, in lieu of paying the Warrant Price upon exercise of this Warrant pursuant to Section 1.4 hereof, elect to receive instead a number of Shares computed using the following formula:

X= Y(A-B )

Where X= the number of Shares issuable to Holder upon exercise of this Warrant under this Section 1.8, Y=the number of Shares being surrendered under this Warrant, A=the Fair Market Value (as defined below) of one Share of Common Stock as of the exercise date; and B=the Warrant Price of one Share of Common Stock.

(b) For purposes of this Section 1.8, " Fair Market Value " of one Share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the volume weighted average closing price of the Common Stock on such exchange for the five trading days immediately prior to the date the Holder delivers its Notice of Exercise to the Company (or if no reported sales took place on any of the five days, the last five trading days on which any such sales took place prior to the date of such notice); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the volume weighted average closing price of the Common Stock on such exchange for the five trading days immediately prior to the date the Holder delivers its Notice of Exercise to the Company (or if no reported sales took place on any of the five days, the last five trading days on which any such sales took place prior to the date of such notice); and (iii) if there is no active market public market, the Fair Market Value shall be the as mutually determined by the Holder and the Company or, if the Holder and the Company are unable to reach such agreement, as determined by a nationally recognized independent investment banker or valuation consultant (which has not been retained by the Company or any of its affiliates for the past two years preceding such determination) mutually acceptable to Holder and Company.

2. Representations, Warranties and Covenants .

2.1 Representations and Warranties .

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all necessary power and authority to perform its obligations under this Warrant;

(b) The execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the part of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and

(c) This Warrant does not violate and is not in conflict with any of the provisions of the Company’s articles of incorporation, bylaws, certificate of designation, any resolutions of the Company’s Board of Directors or stockholders, any other organizational document of the Company, or any agreement of the Company, and no event has occurred and no condition or circumstance exists that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation or conflict.

2.2 Issuance of Shares . The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant excluding the Holder's income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

3. Other Adjustments .

3.1 Subdivision or Combination of Shares . In case the Company shall at any time subdivide its outstanding Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Shares subject to this Warrant shall be proportionately increased, and conversely, in case the outstanding Common Stock of the Company shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be proportionately increased, and the number of Shares subject to this Warrant shall be proportionately decreased.

3.2 Dividends in Common Stock, Other Stock or Property . If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor:

(a) Common Stock, options or any shares or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;

(b) any cash paid or payable otherwise than as a regular cash dividend; or

(c) Common Stock or additional shares or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 3.1 above) or additional shares, other securities or property issued in connection with a Change (as defined below) (which shall be covered by the terms of Section 3.3 below), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clause (b) above and this clause (c)) which such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property.

3.3 Reorganization, Reclassification, Consolidation, Merger or Sale . If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a “ Change ”), then, as a condition of such Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Change. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3.3 shall similarly apply to successive Changes.

4. Ownership and Transfer .

4.1 Ownership of This Warrant . The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 4.

4.2 Transfer and Replacement . This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

5. Registration Rights for Shares.

5.1 Registration Rights for Shares. (a) If at any time beginning after the date that is 180 days from the date hereof the Holder provides a written request to the Company (a " Demand Notice ") that the Company file a registration statement covering at least 75,000 of the shares of Common Stock issuable upon exercise of this Warrant (the " Registrable Securities ") then the Company shall prepare and file a registration statement (the " Registration Statement ") on Form SB-2 or Form S-3 or other form of registration statement available for the registration of Registrable Securities under the Securities Act of 1933 (the " Securities Act ") with the Securities and Exchange Commission (the " SEC ") no later than the date that is ninety (90) days from the date of such Demand Notice in order to register the resale to the public of the Registrable Securities identified in the Demand Notice under the Securities Act. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective no later than the date that is 60 days after the first filing thereof with the SEC (the " Filing Date ") if the SEC has no comments on the Registration Statement or by the date that is 120 days after the Filing Date if the SEC has comments on the Registration Statement. Once effective, the Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement until earlier of the date that all of the Registrable Securities identified in the Demand Notice have been sold and the third anniversary of the effectiveness date of such Registration Statement (such date, the " Expiration Date ").

(b) If the Company at any time after the date of this Warrant proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Form S-4, Form S-8 or another form not available for registering the Registrable Securities for sale to the public, then each such time it will give at least fifteen (15) days' prior written notice to the Holder of its intention to do so. If within ten (10) days of receipt of any such notice the Holder provides a written request to the Company that the Company register its Registrable Securities not previously registered pursuant to an effective registration statement (a " Piggyback Notice "), the Company will cause the Registrable Securities identified in the Piggyback Notice to be included with the securities to be covered by the registration statement proposed to be filed by the Company in order to in order to register the resale to the public of the Registrable Securities identified in the Piggyback Notice under the Securities Act.

6. Miscellaneous Provisions .

6.1 Notices . Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at c/o Ocean Park Advisors, LLC, 6033 West Century Blvd., Suite 850, Los Angeles, California 90045, Attention: Heng Chuk (Facsimile No. 310/670-4107), or to such other address or number as shall have been furnished to the Company in writing by the Holder, with a copy to Sidley Austin LLP, 555 West Fifth Street, Suite 4000, Los Angeles, California 90013 Attention Stephen Blevit (Facsimile No. 213/896-6600). Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at 6935 15th Street East, Suite 120, Sarasota, Florida 34243 ( facsimile No. ( 941) 355-9373 ) , or to such other address or number as shall have been furnished to Holder in writing by the Company or to the Company by Holder.

6.2 All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (i) when hand-delivered to the other party, (ii) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (a) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (b) the receiving party delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (iii) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (iv) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.

6.3 No Rights as Shareholder; Limitation of Liability . This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

6.4 Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York.

6.5 Binding Effect on Successors . This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets and/or securities. All of the obligations of the Company relating to the Shares issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder.

6.6 Waiver, Amendments and Headings . This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

6.7 Jurisdiction. Each of the parties irrevocably agrees that any and all suits or proceedings based on or arising under this Agreement may be brought in the federal or state courts located in the City of New York, New York and consents to the jurisdiction of such courts for such purpose. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in any such court. Each of the parties further agrees that service of process upon such party mailed by first class mail to the address set forth in Section 5.1 shall be deemed in every respect effective service of process upon such party in any such suit or proceeding. Nothing herein shall affect the right of a Holder to serve process in any other manner permitted by law. Each of the parties agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

6.8 Attorneys' Fees and Disbursements . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party or parties shall be entitled to receive from the other party or parties reasonable attorneys’ fees and disbursements in addition to any other relief to which the prevailing party or parties may be entitled.

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IN WITNESS WHEREOF , the Company has caused this Warrant to be signed by its duly authorized officer this 10th day of October , 2006.

COMPANY:

INVISA, INC.

By:/s/Edmund C. King

Print Name: Edmund C. King

Title: Chief Financial Officer

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SCHEDULE A

FORM OF NOTICE OF EXERCISE

[To be signed only upon exercise of the Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO EXERCISE THE WITHIN WARRANT

The undersigned hereby elects to purchase _____________ shares of Common Stock (the “ Shares ”) of Invisa, Inc. under the Warrant to Purchase Common Stock dated [ ], 2006, which the undersigned is entitled to purchase pursuant to the terms of such Warrant. The undersigned has delivered $________________, the aggregate Warrant Price for _____________ Shares purchased herewith, in full in cash or by certified or official bank check or wire transfer.

Please issue a certificate or certificates representing such shares of Common Stock in the name of the undersigned or in such other name as is specified below and in the denominations as is set forth below:

[Type Name of Holder as it should appear on the stock certificate]

[Requested Denominations - if no denomination is specified, a single certificate will be issued]

The initial address of such Holder to be entered on the books of Company shall be:

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for his own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

By:

Print Name:

Title:

Dated:

FORM OF ASSIGNMENT

(ENTIRE)

[To be signed only upon transfer of entire Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said Warrant on the books of Invisa, Inc., with full power of substitution.

[Type Name of Holder]

By:

Title:

Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

FORM OF ASSIGNMENT

(PARTIAL)

[To be signed only upon partial transfer of Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________ (i) the rights of the undersigned to purchase ____________________ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of Invisa, Inc., with full power of substitution.

[Type Name of Holder]

By:

Title:

Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.