Exhibit 10.62 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
EXHIBIT 10.5 CONTRIBUTION AGREEMENTContribution Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control
EXHIBIT 10.8 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of August 23, 2001, by and between SMARTGATE, L.C. ("SmartGate"), a Florida limited liability company, with its principal place of business at 4400...Distribution Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
WITNESSETH:Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Ohio
EXHIBIT 10.25 SECURITY AGREEMENT This SECURITY AGREEMENT is made on this 8th day of January, 2002 between Radio Metrix Inc., a Florida corporation ("Debtor") and SDR METRO INC. ("Secured Party"). WHEREAS, Secured Party and RadioMetrix Incorporated...License Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
MODIFICATION AGREEMENTModification Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control
ii) Of the total commission due at the initial closing of the initial $250,000 in aggregate amount of investment proceeds received by the Company, $17,500 shall be paid in cash ("Advance Fee") and the balance of $15,000 deferred for payment as set...Selling Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control
AGREEMENTAgreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.47 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 25, 2002, by and among SmartGate Inc., a Nevada corporation (the "Company" or "SmartGate") and the persons and...Registration Rights Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
RECITALSSublicense Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.59 CONSULTING AGREEMENT This Agreement made this 6th day of March, 2003, by and between Crescent Fund, Inc., a Texas corporation, whose address is 67 Wall Street, 22nd Floor, New York, New York 10005, hereinafter referred to as "CRESCENT"...Consulting Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Texas
LEASELease • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.23 CLOSING AGREEMENT THIS CLOSING AGREEMENT ("Closing Agreement") is made and entered into by and among SDR Metro Inc. (a/k/a SDR Metro Incorporated), an Ohio corporation ("SDR"), Brent Simon ("INVENTOR"), and RadioMetrix, Inc. (a/k/a Radio...Closing Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control
INDEMNITY AGREEMENTIndemnity Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
AGREEMENTSecurity Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
Option Agreement Number: N-002Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
RADIO METRIX, INC. TELEPHONE 1515 RINGLING BOULEVARD, SUITE 800 FAX (813)-366-9361 SARASOTA, FLORIDA 34236 (813)-366-9507 (800)-242-7489Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
SMARTGATE INC. 2002 INCENTIVE PLAN INCENTIVE STOCK OPTION (ISO) AGREEMENTInvisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
Exhibit 10.61 FINANCING AGREEMENT THIS FINANCING AGREEMENT ("Financing Agreement") is dated as of May 9, 2003, by and between INVISA, INC., a Nevada corporation, with headquarters located at 4400 Independence Court, Sarasota, Florida 34234...Financing Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • New York
RECITALS:Employment Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
LEASELease • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.6 PROMISSORY NOTE $74,384.20 OCTOBER 15, 2001Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control • Florida
Exhibit 10.65 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 9, 2003 (this "Agreement"), is made by and between INVISA, INC., a Nevada corporation, with headquarters located at 4400 Independence Court, Sarasota,...Registration Rights Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • New York
AGREEMENTAgreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
RADIO METRIX, INC. MEMO To: Brent Simon, SDR Metro, Inc. via: fax _________________ From: S. A. Michael, President _________________ CC: SSD, file Date: 8/28/00 Re: Consulting Agreement Brent, Your continued involvement in the development of...Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
SMARTGATE INC. 2002 INCENTIVE PLAN INCENTIVE STOCK OPTION (ISO) AGREEMENT Option Agreement Number: I-002 Date of Grant/Award: January 22, 2002 Name of Optionee: Stephen A. Michael Optionee's Social Security Number: ###-##-#### Initial Vesting Date:...Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
EMPLOYMENT AGREEMENT SMARTGATE, INC.Employment Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.48 VOLUNTARY RESALE RESTRICTION AGREEMENT THIS AGREEMENT is dated for reference this 19th day of November, 2001 BETWEEN SmartGate, Inc., a Nevada corporation having offices at 4400 Independence Court, Sarasota, Florida, (the "Issuer"), and...Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Nevada
RECITALSOriginal Equipment and Independent Distribution License Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Illinois
EXHIBIT 10.26 REMEDY UPON DEFAULT AGREEMENT This Remedy upon Default Agreement ("Remedy Agreement") is made and entered into by and between SDR Metro Inc. ("SDR") and Radio Metrix Inc. ("Radio Metrix") on January ______, 2002. In consideration of the...Remedy Upon Default Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control
RECITALS:Quarterly Revenue Based Payment Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida
EXHIBIT 10.4 [SMARTGATE INC. LETTERHEAD] January 16, 2002 Mr. Frank N. Hawkins, Jr. Chairman and CEO Hawk Associates, Inc. 204 Ocean Drive Tavernier, Florida 33070 Dear Frank: This is to confirm that SmartGate Inc. accepts your proposal whereby you...Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control
This is to confirm that SmartGate Inc. accepts your proposal whereby you will provide a full service program of appropriate investor relations and financial public relations support for SmartGate Inc. The initial 6 1/2 month agreement will be for the period beginning January 16, 2002 and ending July 30, 2002 ("Initial Period"), provided however, SmartGate Inc. shall have the right to terminate this agreement at any time during the Initial Period upon ten days notice if SmartGate Inc., in its reasonable judgment, determines that Hawk Associates Inc.: is not putting forth a reasonable commercial effort on behalf of SmartGate Inc.; or is not acting with appropriate integrity; or is not following SmartGate Inc.'s instructions. Following the Initial Period, the relationship between SmartGate Inc. and Hawk Associates Inc. will be an open-ended 30-day notice agreement and either party shall have the right to terminate this agreement with 30 days notice.
PROMISSORY NOTEInvisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control • Florida
Exhibit 10.64 WARRANT TO PURCHASE SHARES OF COMMON STOCK Exercisable Commencing May 9, 2003; Void after May 9, 2008. THIS CERTIFIES that, for value received, Barbell Group, Inc., a Panamanian corporation, or its registered assigns ("Warrantholder"),...Invisa Inc • June 23rd, 2003 • Industrial instruments for measurement, display, and control • New York
Exhibit 10.63 INVESTMENT AGREEMENT This Investment Agreement ("Agreement"), dated as of May 9, 2003, by and among INVISA, INC., a Nevada corporation ("Company"), and BARBELL GROUP, INC. ("Investor"). Whereas, the parties desire that, upon the terms...Investment Agreement • June 23rd, 2003 • Invisa Inc • Industrial instruments for measurement, display, and control • New York
