Exhibit 10.8 Agreement


    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.
                Mr.
                Michal and Mr. Duffey each agree


            


    


    
      
        
        

      

      
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    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.

    



    
      
        
        

      

      
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    Invisa,
      Inc.

    


    _/s/Edmund
      C. King_____Its:
      __CFO________

    


    The
      Undersigned:

    


    M.A.G.
      Capital, LLC

    _/s/David
      Firestone____ Its:
      Managing
      Member    
  _/s/Harry
      Aharonian, Portfolio Manager

    


    


    Mercator
      Momentum Fund III, LP

    


    _/s/David
      Firestone____ Its:
      Managing
      Member    
  _/s/Harry
      Aharonian, Portfolio Manager

    


    Monarch
      Pointe Fund, Ltd

    


    _/s/David
      Firestone____ Its:
      President     
 _/s/Harry
      Aharonian, Director

    


    


    /s/Samuel
      S. Duffey

    Sam
      Duffey

    


    /s/Stephen
      A. Michael

    Steve
      Michael