AGREEMENT
1. |
This
Agreement is made and entered into by and between Invisa, Inc and
M.A.G.
Capital, LLC, Mercator Momentum Fund III, LP, and Monarch Pointe
Fund, Ltd
(the “Undersigned”) to as of February 28, 2007 for good
and valuable consideration in hand received, including but not limited
to
advances of funds made under the Senior Secured Promissory Note by
Invisa,
Inc. and in favor of Centurian Investors, Inc. (“Centurian”) dated on the
date hereof and the Security Agreement relating thereto (collectively,
the
“Promissory Note and Security Interest”). The Undersigned jointly and
severally agree as follows: (i) the undersigned hereby consent that
Invisa, Inc. may enter into the Promissory Note and Security Interest,
borrow funds under the Promissory Note and Security Interest, grant
the
first security interest and collateral interests under Promissory
Note and
Security Interest, repay the Promissory Note and Security Interest
when
due and otherwise carrying out the intent and requirements of the
Promissory Note and Security Interest; (ii) during the period that
the
Promissory Note and Security Interest are outstanding, Undersigned
hereby
temporarily waives those provisions of Paragraphs 11 and 12 of the
Promissory Notes dated October 10, 2006 (the “Undersigned Notes”) between
Invisa and the Undersigned that are inconsistent with either the
Promissory Note and Security Interest; (iii) the Undersigned hereby
subordinate all security and collateral interests previously granted
by
Invisa, Inc. to the Undersigned, including the security interest
granted
in paragraph 9 of Undersigned Note to any and all the security interest
and collateral interests granted by Invisa, Inc. to Centurian in
the
Promissory Note and Security Interest and the Undersigned agree that
any
and all security interests and collateral interests granted to the
undersigned are subordinate and inferior to the security and collateral
interests granted to Centurian. herein; (iv) extends the maturity
date of
each of the Undersigned Notes due and payable to the Undersigned
to the
date that is six months from the date hereof; (v) this Agreement
is
expressly for the benefit of Centurian and cannot be amended or waived
without the written consent of Centurian;(vi)all negotiations regarding
this Agreement have been between Invisa and MAG Group and Centurian
has
not been a party hereto, (vii) the negotiations and documents regarding
the Note and Security Agreement are separate and distinct from, and
not
contingent upon, any other potential transactions being considered
by
Invisa; (viii) Invisa shall promptly send the Undersigned copies
of any
written notice of Centurian to Invisa under the Promissory Note and
Security Interest, including, without limitation, any notice of default
or
acceleration of the Promissory Note and Security Interest pursuant
to
Section 13 of the Senior Secured Promissory Note; (ix) should the
Note of
Security Agreement between Invisa and Centurian be the subject of
a
Default Notice or an Event of Default for any reason, the Undersigned
shall have a right, but no obligation, at any time after an Acceleration
and before the Final Payment Date, to pay the outstanding obligations
of
Invisa under the Senior Secured Promissory Note and Security Agreement
by
making payment on Invisa’s behalf to Centurian of all outstanding
principal, accrued interest and costs under the Promissory Note and
Security Interest; (x) any such payment by the Undersigned under
this
subparagraph (ix) shall be deemed to be an additional advance by
the
Undersigned to Invisa under the Undersigned secured loan to Invisa;
and
(xi) in the event the Undersigned satisfied the Senior Secured Promissory
Note and Security Agreement pursuant to subparagraph (ix) above.
Xx.
Xxxxxx and Xx. Xxxxxx each agree
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1
with
the
Undersigned that they will not declare a default in payment of Notes due them
by
Invisa for a period of six months from the date of such payment by the MAG
Group
under subparagraph (ix) above. This agreement is executed as of the date written
above.
2
Invisa,
Inc.
_/s/Xxxxxx
X. King_____Its:
__CFO________
The
Undersigned:
M.A.G.
Capital, LLC
_/s/Xxxxx
Firestone____ Its:
Managing
Member
_/s/Xxxxx
Xxxxxxxxx, Portfolio Manager
Mercator
Momentum Fund III, LP
_/s/Xxxxx
Firestone____ Its:
Managing
Member
_/s/Xxxxx
Xxxxxxxxx, Portfolio Manager
Monarch
Pointe Fund, Ltd
_/s/Xxxxx
Firestone____ Its:
President
_/s/Xxxxx
Xxxxxxxxx, Director
/s/Xxxxxx
X. Xxxxxx
Xxx
Xxxxxx
/s/Xxxxxxx
X. Xxxxxxx
Xxxxx
Xxxxxxx