Exhibit 10.7 General Security Agreement


    GENERAL
      SECURITY AGREEMENT

     

    THIS
      GENERAL SECURITY AGREEMENT (this
      “Agreement”) dated as of February 28, 2007 is made by Invisa, Inc., a Nevada
      corporation, having a business at 6935 15th 

    Street,
      Suite 120, Sarasota, Florida, 34243 (the “Debtor”), and Centurian Investors,
      Inc., a Delaware corporation, having an address at 290 Cocoanut Avenue, Suite
      1A, Sarasota, Florida 34236(the “Secured Party”).

     

    WITNESSETH

    


    WHEREAS,
      Debtor has issued promissory notes to the order of the Secured Party (as the
      same may hereafter be amended, supplemented or restated from time to time,
      the
“Note”); and 

     

    WHEREAS,
      as further inducement to Secured Party to advance funds to Debtor pursuant
      to
      the terms of the Note, the Secured Party has required the execution and delivery
      of this Agreement by the Debtor.

    


    NOW,
      THEREFORE, in return for valuable consideration, the parties hereby agree as
      follows:

    


    1.  Definitions.
      All
      terms used herein and defined in the Note that are not otherwise defined herein
      shall have the meanings given them in the Note. All terms defined in the UCC
      and
      not otherwise defined herein have the meanings assigned to them in the UCC.
      In
      addition, the following terms have the meanings set forth below or in the
      referenced Section of this Agreement:

     

    “Accounts”
      means all of the Debtor’s accounts, as such term is defined in the UCC,
      including each and every right of the Debtor to the payment of money, whether
      such right to payment now exists or hereafter arises, whether such right to
      payment arises out of a sale, lease or other disposition of goods or other
      property, out of a rendering of services, out of a loan, out of the overpayment
      of taxes or other liabilities, or otherwise arises under any contract or
      agreement, whether such right to payment is created, generated or earned by
      the
      Debtor or by some other person who subsequently transfers such person’s interest
      to the Debtor, whether such right to payment is or is not already earned by
      performance, and howsoever such right to payment may be evidenced, together
      with
      all other rights and interests (including all Liens) which the Debtor may at
      any
      time have by law or agreement against any account debtor or other obligor
      obligated to make any such payment or against any property of such account
      debtor or other obligor; all including but not limited to all present and future
      accounts, contract rights, loans and obligations receivable, chattel papers,
      bonds, notes and other debt instruments, tax refunds and rights to payment
      in
      the nature of general intangibles.

     

    “Collateral”
      means all of the Debtor’s real and personal property Debtor’s Accounts, chattel
      paper, deposit accounts, documents, Equipment, General Intangibles, goods,
      instruments, Inventory, Investment Property, letter-of-credit rights, letters
      of
      credit, all sums on deposit in any Collateral Account; together with
      (i) all substitutions and replacements for and products of any of the
      foregoing; (ii) in the case of all goods, all 

     


    
      
         

        
        

      

      
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    accessions;
      (iii) all accessories, attachments, parts, equipment and repairs now or
      hereafter attached or affixed to or used in connection with any goods;
      (iv) all warehouse receipts, bills of lading and other documents of title
      now or hereafter covering such goods; (v) any money, or other assets of the
      Debtor that now or hereafter come into the possession, custody, or control
      of
      the Debtor; and (vi) proceeds of any and all of the foregoing.

     

    “Equipment”
      means all of the Debtor’s equipment, as such term is defined in the UCC, whether
      now owned or hereafter acquired and wherever located, including but not limited
      to all present and future machinery, vehicles, furniture, fixtures,
      manufacturing equipment, shop equipment, office and recordkeeping equipment,
      parts, tools, supplies, and including specifically the goods described in any
      equipment schedule or list herewith or hereafter furnished to the Lender by
      the
      Debtor.

     

    “Escrowed
      Shares” means Twenty Million (20,000,000.00) shares of common stock of Debtor,
      issued to Secured Party and placed in escrow in accordance with the terms of
      this Agreement. 

     

    “Event
      of
      Default” has the meaning given in Section 6.

     

    “General
      Intangibles” means all of the Debtor’s general intangibles, as such term is
      defined in the UCC, whether now owned or hereafter acquired, including all
      present and future Intellectual Property Rights, customer or supplier lists
      and
      contracts, manuals, operating instructions, permits, franchises, the right
      to
      use the Debtor’s name, and the goodwill of the Debtor’s business.

     

    “Intellectual
      Property Rights” means all actual or prospective rights arising in connection
      with any intellectual property or other proprietary rights, including all rights
      arising in connection with copyrights, patents, service marks, trade dress,
      trade secrets, trademarks, trade names or mask works.

     

    “Inventory”
      means all of the Debtor’s inventory, as such term is defined in the UCC, whether
      now owned or hereafter acquired, whether consisting of whole goods, spare parts
      or components, supplies or materials, whether acquired, held or furnished for
      sale, for lease or under service contracts or for manufacture or processing,
      and
      wherever located.

     

    “Investment
      Property” means all of the Debtor’s investment property, as such term is defined
      in the UCC, whether now owned or hereafter acquired, including but not limited
      to all securities, security entitlements, securities accounts, commodity
      contracts, commodity accounts, stock dividends, mutual fund shares, money market
      shares and U.S. Government securities.

     

    “Lien”
      means any security interest, mortgage, deed of trust, pledge, lien, charge,
      encumbrance, title retention agreement or analogous instrument or device,
      including the interest of each lessor under any capitalized lease and the
      interest of any bondsman under any payment or performance bond, in, of or on
      any
      assets or properties of a person, 

     


    
      
         

        
        

      

      
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    whether
      now owned or hereafter acquired and whether arising by agreement or operation
      of
      law.

     

    “Obligations”
      means the obligations of Debtor under the Note, and any extensions, renewals
      or
      replacements thereof.

     

    “Permitted
      Liens” means (i) the Security Interest or (ii) Liens in existence on the
      date hereof and described on Exhibit
      C hereto.
      

     

    “Security
      Interest” has the meaning given in Section 2.

     

    “UCC”
      means Uniform Commercial Code as in effect from time to time in the State of
      Florida.

     

    2. Security
      Interest in the Collateral.
      The
      Debtor hereby grants, transfer, assigns and conveys the Secured Party a to
      create in favor of the Secured Parties a valid, perfected and continuing
      perfected first priority Lien and security interest (the “Security Interest”) in
      the Collateral and the Escrowed Shares to secure payment of the
      Obligations.

    


    3. Security
      Interest in the Escrowed Shares.
      (a) As
      additional collateral security for the due payment and performance of the
      Obligations, Debtor shall issue a certificate in the name of Secured Party
      evidencing the Escrowed Shares and deposit the same with Samuel S. Duffey (the
      “Escrow Agent”) and by depositing the Escrowed Shares with the Escrow Agent,
      Debtor hereby grants to the Secured Party a security interest in all the
      Escrowed Shares. 

    


    4.
       Priority.
      The
      Obligations shall be a senior obligation of Debtor, and for so long as the
      Obligations shall be outstanding, any and all future indebtedness incurred
      by
      Debtor shall be deemed subordinate and inferior in all respective right, title
      and interest, to the Obligations and any and all documents and instruments
      evidencing, securing or otherwise relating to the Obligations. 

    


     

    4. Representations,
      Warranties and Agreements.
      The
      Debtor hereby represents, warrants and agrees as follows:

     

    (a)  Title.
      The
      Debtor (i) has absolute title to each item of Collateral in existence on
      the date hereof, free and clear of all Liens except for the Permitted Liens,
      (ii) will have, at the time the Debtor acquires any rights in Collateral
      hereafter arising, absolute title to each such item of Collateral free and
      clear
      of all Liens except Permitted Liens, (iii) will keep all Collateral free
      and clear of all Liens except Permitted Liens, and (iv) will defend the
      Collateral against all claims or demands of all persons other than the Secured
      Party. The Debtor will not sell or otherwise dispose of the Collateral or any
      interest therein, outside the ordinary course of business, without the prior
      written consent of the Secured Party.

     

      Chief
      Executive Office; Identification Number.
      The
      Debtor’s chief executive office and principal place of business is located at
      the address set forth above. The Debtor’s federal employer identification number
      is correctly set forth under its signature below.

     

    (b)  Location
      of Collateral.
      As of
      the date hereof, the tangible Collateral is located only in the states and
      at
      the address, as identified on Exhibit
      A
      attached
      hereto. The Debtor will not permit any tangible Collateral to be located in
      any
      state (and, if county filing is required, in any county) in which a financing
      statement covering such Collateral is required to be, but has not in fact been,
      filed in order to perfect the Security Interest.

     

    (c)  Changes
      in Name, Constituent Documents, Location.
      The
      Debtor will not change its name, articles of incorporation or bylaws, or
      jurisdiction of organization, without the prior written consent of the Secured
      Party. The Debtor will not change its business address, without thirty (30)
      days’ prior written notice to the Secured Party.

     

    (d)  Fixtures.
      The
      Debtor will not permit any tangible Collateral to become part of or to be
      affixed to any real property without first assuring to the reasonable
      satisfaction of the Secured Party that the Security Interest will be prior
      and
      senior to any Lien then held or thereafter acquired by any mortgagee of such
      real property or the owner or purchaser of any interest therein. If any part
      or
      all of the tangible Collateral is now or will become so related to particular
      real estate as to be a fixture, the real estate concerned is accurately set
      forth in Exhibit B hereto.

     

    (e)  Rights
      to Payment.
      Each
      right to payment and each instrument, document, chattel paper and other
      agreement constituting or evidencing Collateral is (or will be when arising,
      issued or assigned to the Secured Party) the valid, genuine and legally
      enforceable obligation, subject to no defense, setoff or counterclaim (other
      than those arising in the ordinary course of business), of the account debtor
      or
      other obligor named therein or in the Debtor’s records pertaining thereto as
      being obligated to pay such obligation. The Debtor will neither agree to any
      material modification or amendment nor agree to any forbearance, release or
      cancellation of any such obligation, and will not subordinate any such right
      to
      payment to claims of other creditors of such account debtor or other
      obligor.

     

    (f)  Commercial
      Tort Claims.
      Promptly upon knowledge thereof, the Debtor will deliver to the Secured Party
      notice of any commercial tort claims it may bring against any person, including
      the name and address of each defendant, a summary of the facts, an estimate
      of
      the Debtor’s damages, copies of any complaint or demand letter submitted by the
      Debtor, and such other information as the Secured Party may request. Upon
      request by the Secured Party, the Debtor will grant the Secured Party a security
      interest in all commercial tort claims it may have against any
      person

     

    (h)
       Escrowed
      Shares.
      Debtor
      has taken all actions necessary to issue, in the name of Secured Party, the
      Escrowed Shares, so that if an Event of Default shall occur and be continuing
      under the Note and Secured Party exercise its rights under this Agreement,
      such
      shares, when delivered to Secured Party, shall be validly issued, fully paid
      and
      non-assessable, free of any and all Liens. Upon delivery of the Escrowed Shares
      to the Escrow Agent, this Agreement creates and grants a valid first lien on
      and
      perfected security interest in the Escrowed Shares, subject to no prior security
      interest, lien, charge, or encumbrance or to any agreement purporting to grant
      to any third party a security interest in the property or assets of the Debtor
      which would include the Escrowed Shares.

     

     


    
      
         

        
        

      

      
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    5.
      Miscellaneous
      Covenants.
      The
      Debtor will:

     

    (a)
      keep
      all tangible Collateral in good repair, working order and condition, normal
      depreciation excepted, and will, from time to time, replace any worn, broken
      or
      defective parts thereof;

     

    (b)
      promptly pay all taxes and other governmental charges levied or assessed upon
      or
      against any Collateral or upon or against the creation, perfection or
      continuance of the Security Interest;

     

    (c)
      at
      all reasonable times, permit the Secured Party or its representatives to examine
      or inspect any Collateral, wherever located, and to examine, inspect and copy
      the Debtor’s books and records pertaining to the Collateral and its business and
      financial condition and to send and discuss with account debtors and other
      obligors requests for verifications of amounts owed to the Debtor;

     

    (d)
      keep
      accurate and complete records pertaining to the Collateral and pertaining to
      the
      Debtor’s business and financial condition and submit to the Secured Party such
      periodic reports concerning the Collateral and the Debtor’s business and
      financial condition as the Secured Party may from time to time reasonably
      request;

     

    (e)
      promptly notify the Secured Party of any loss of or material damage to any
      Collateral or of any adverse change, known to the Debtor, in the prospect of
      payment of any sums due on or under any instrument, chattel paper, or account
      constituting Collateral;

     

    (f)
      if
      the Secured Party at any time so requests (after the occurrence of an Event
      of
      Default), promptly deliver to the Secured Party any instrument, document or
      chattel paper constituting Collateral, duly endorsed or assigned by the
      Debtor;

     

    (g)
      at
      all times keep all tangible Collateral insured against risks of fire (including
      so-called extended coverage), theft, collision (in case of Collateral consisting
      of motor vehicles) and such other risks and in such amounts as the Secured
      Party
      may reasonably request, with any such policies containing a lender loss payable
      endorsement acceptable to the Secured Party;

     

    (i)
      if
      any Collateral consists of a motor vehicle, execute such documents as may be
      required to have the Security Interest properly noted on a certificate of
      title;

     

    (j)
      pay
      when due or reimburse the Secured Party on demand for all costs of collection
      of
      any of the Obligations and all other out-of-pocket expenses (including in each
      case all reasonable attorneys’ fees) incurred by the Secured Party in connection
      with the creation, perfection, satisfaction, protection, defense or enforcement
      of the Security Interest or the creation, continuance, protection, defense
      or
      enforcement of this Agreement or any or all of the Obligations, including
      expenses incurred in any litigation or bankruptcy or insolvency
      proceedings;

     

    (k)
      execute, deliver or endorse any and all instruments, documents, assignments,
      security agreements and other agreements and writings which the Secured Party
      may at any time 

     


    
      
         

        
        

      

      
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    reasonably
      request in order to secure, protect, perfect or enforce the Security Interest
      and the Secured Party’s rights under this Agreement; 

     

    (l)
      not
      use or keep any Collateral, or permit it to be used or kept, for any unlawful
      purpose or in violation of any federal, state or local law, statute or
      ordinance; 

     

    (m)
      not
      sell, convey or otherwise dispose of any shares of the Escrowed Shares or any
      interest therein, nor will Debtor create incur or permit to exist any Lien
      whatsoever with respect to any of the Escrowed Shares;

    


    (n)
      not
      consent to or approve the issuance of any additional shares of any class of
      Debtor’s capital stock, except as may be required by any agreements currently in
      effect as of the date hereof; and

    


    (o)
      not
      amend its Certificate of Incorporation or Bylaws without the express written
      consent of the Secured Party.

    


     

    6.
      Secured
      Party’s Right to Take Action.
      The
      Debtor authorizes the Secured Party to file from time to time where permitted
      by
      law, such financing statements against collateral described as “all personal
      property” or as to the Escrowed Shares, as the Secured Party deems necessary or
      useful to perfect the Security Interest. The Debtor will not amend any financing
      statements in favor of the Secured Party except as permitted by law. Further,
      if
      the Debtor at any time fails to perform or observe any agreement contained
      herein, and if such failure continues for a period of ten (10) days (or, in
      the
      case of the agreements contained in clauses (b) and (g) of Section 5,
      immediately upon the occurrence of such failure, without notice or lapse of
      time), the Secured Party may (but need not) perform or observe such agreement
      on
      behalf and in the name, place and stead of the Debtor (or, at the Secured
      Party’s option, in the Secured Party’s own name) and may (but need not) take any
      and all other actions which the Secured Party may reasonably deem necessary
      to
      cure or correct such failure (including, without limitation the payment of
      taxes, the satisfaction of security interests, liens, or encumbrances, the
      performance of obligations under contracts or agreements with account debtors
      or
      other obligors, the procurement and maintenance of insurance, the execution
      of
      financing statements, the endorsement of instruments, and the procurement of
      repairs or transportation); and, except to the extent that the effect of such
      payment would be to render any loan or forbearance of money usurious or
      otherwise illegal under any applicable law, the Debtor shall thereupon pay
      the
      Secured Party on demand the amount of all moneys expended and all costs and
      expenses (including reasonable attorneys’ fees) incurred by the Secured Party in
      connection with or as a result of the Secured Party’s performing or observing
      such agreements or taking such actions, together with interest thereon from
      the
      date expended or incurred by the Secured Party at the highest rate then
      applicable to any of the Obligations. To facilitate the performance or
      observance by the Secured Party of such agreements of the Debtor, the Debtor
      hereby irrevocably appoints (which appointment is coupled with an interest)
      the
      Secured Party, or its delegate, as the attorney-in-fact of the Debtor with
      the
      right (but not the duty) from time to time to create, prepare, complete,
      execute, deliver, endorse or file, in the name and on behalf of the Debtor,
      any
      and all instruments, documents, financing statements, applications for insurance
      and 

     


    
      
         

        
        

      

      
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    other
      agreements and writings required to be obtained, executed, delivered or endorsed
      by the Debtor under this Section 6 and Section 7.

     

    7.
      Rights
      of Secured Party.
      At any
      time after an Event of Default, the Secured Party may take any or all of the
      following actions:

     

    (a) Account
      Verification.
      The
      Secured Party may at any time and from time to time send or require the Debtor
      to send requests for verification of accounts or notices of assignment to
      account debtors and other obligors.

     

    (b) Collateral
      Account.
      The
      Secured Party may require the Debtor to establish a collateral account for
      the
      deposit of checks, drafts and cash payments made by the Debtor’s account
      debtors. If a collateral account is so established, the Debtor shall promptly
      deliver to the Secured Party, for deposit into said collateral account, all
      payments on Accounts and chattel paper received by it. All such payments shall
      be delivered to the Secured Party in the form received (except for the Debtor’s
      endorsement where necessary). Until so deposited, all payments on Accounts
      and
      chattel paper received by the Debtor shall be held in trust by the Debtor for
      and as the property of the Secured Party and shall not be commingled with any
      funds or property of the Debtor. All deposits in said collateral account shall
      constitute proceeds of Collateral and shall not constitute payment of any
      Obligation. Unless otherwise agreed in writing, the Debtor shall have no right
      to withdraw amounts on deposit in any collateral account.

     

    (c) Direct
      Collection.
      The
      Secured Party may notify any account debtor, or any other person obligated
      to
      pay any amount due, that the related chattel paper, Account, or other right
      to
      payment has been assigned or transferred to the Secured Party for security
      and
      shall be paid directly to the Secured Party. At any time after the Secured
      Party
      or the Debtor gives such notice to an account debtor or other obligor, the
      Secured Party may (but need not), in its own name or in the Debtor’s name,
      demand, sue for, collect or receive any money or property at any time payable
      or
      receivable on account of, or securing, any such chattel paper, Account, or
      other
      right to payment, or grant any extension to, make any compromise or settlement
      with or otherwise agree to waive, modify, amend or change the obligations
      (including collateral obligations) of any such account debtor or other
      obligor.

     

    8. Assignment
      of Insurance.
      The
      Debtor hereby assigns to the Secured Party, as additional security for the
      payment of the Obligations, any and all moneys (including but not limited to
      proceeds of insurance and refunds of unearned premiums) due or to become due
      under, and all other rights of the Debtor under or with respect to, any and
      all
      policies of insurance covering the Collateral, and the Debtor hereby directs
      the
      issuer of any such policy to pay any such moneys directly to the Secured Party.
      After the occurrence of an Event of Default, the Secured Party may (but need
      not), in its own name or in the Debtor’s name, execute and deliver proofs of
      claim, receive all such moneys, endorse checks and other instruments
      representing payment of such moneys, and adjust, litigate, compromise or release
      any claim against the issuer of any such policy.

     

    9. Events
      of Default.
      Each of
      the following occurrences shall constitute an event of default under this
      Agreement (herein called “Event of Default”): (a) a breach of the
      representations, warranties, covenants and agreements of Debtor shall occur
      under the Note; (b) 

     


    
      
         

        
        

      

      
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    the
      Debtor shall fail to pay any or all of the Obligations when due; (c) the Debtor
      shall fail to observe or perform any covenant or agreement herein binding on
      it;
      or (d) any of the representations or warranties contained in Section 4 shall
      prove to have been incorrect in any material respect when made.

     

    10. Remedies
      upon Event of Default.
      Upon
      the occurrence of an Event of Default and at any time thereafter, the Secured
      Party may exercise any one or more of the following rights and remedies:
      (i) exercise any remedy available under the Note, (ii) declare all
      unmatured Obligations to be immediately due and payable, and the same shall
      thereupon be immediately due and payable, without presentment or other notice
      or
      demand; (iii) on or after the Final Payment Date, exercise and enforce any
      or all rights and remedies available upon default to a secured party under
      the
      UCC, including but not limited to the right to take possession of any
      Collateral, proceeding without judicial process or by judicial process (without
      a prior hearing or notice thereof, which the Debtor hereby expressly waives),
      and the right to sell, lease or otherwise dispose of any or all of the
      Collateral, and in connection therewith, the Secured Party may require the
      Debtor to make the Collateral available to the Secured Party at a place to
      be
      designated by the Secured Party which is reasonably convenient to both parties,
      and if notice to the Debtor of any intended disposition of Collateral or any
      other intended action is required by law in a particular instance, such notice
      shall be deemed commercially reasonable if given (in the manner specified in
      Section 12) at least five (5) days prior to the date of intended disposition
      or
      other action; and (iv) exercise or enforce any or all other rights or
      remedies available to the Secured Party by law or agreement against the
      Collateral, against the Debtor or against any other person or persons, and,
      upon
      notification of the Escrow Agent in accordance with Section __ hereof, take
      possession of the Escrowed Shares. The Secured Party is hereby granted a
      nonexclusive, worldwide and royalty-free license to use or otherwise exploit
      all
      Intellectual Property Rights owned by or licensed to the Debtor that the Secured
      Party deems necessary or appropriate to the disposition of any
      Collateral.

     

    11. Other
      Personal Property.
      Unless
      at the time the Secured Party takes possession of any tangible Collateral,
      or
      within five days thereafter, the Debtor gives written notice to the Secured
      Party of the existence of any goods, papers or other property of the Debtor,
      not
      affixed to or constituting a part of such Collateral, but which are located
      or
      found upon or within such Collateral, describing such property, the Secured
      Party shall not be responsible or liable to the Debtor for any action taken
      or
      omitted by or on behalf of the Secured Party with respect to such
      property.

     

    12. Notices;
      Requests for Accounting.
      All
      notices and other communications hereunder shall be in writing and shall be
      (a) personally delivered, (b) sent by first class United States mail,
      (c) sent by overnight courier of national reputation, or
      (d) transmitted by telecopy, in each case addressed or telecopied to the
      party to whom notice is being given at its address or telecopier number as
      set
      forth below its signature or, as to each party, at such other address or
      telecopier number as may hereafter be designated by such party in a written
      notice to the other party complying as to delivery with the terms of this
      Section. All such notices, requests, demands and other communications shall
      be
      deemed to have been given on (i) the date received if personally delivered,
      (ii) when deposited in the mail if delivered by mail, (iii) the date
      sent if sent by overnight courier, or (iv) the date of transmission if
      delivered by telecopy. All requests under Section 9-210 of the UCC
      (i) shall be made in a writing signed by an authorized person,
      (ii) shall 

     


    
      
         

        
        

      

      
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    be
      personally delivered, sent by registered or certified mail, return receipt
      requested, or by overnight courier of national reputation (iii) shall be
      deemed to be sent when received by the Secured Party and (iv) shall otherwise
      comply with the requirements of Section 9-210. The Debtor requests that the
      Secured Party respond to all such requests which on their face appear to come
      from an authorized individual and releases the Secured Party from any liability
      for so responding. The Debtor shall pay Secured Party the maximum amount allowed
      by law for responding to such requests.

     

    13.
      Provisions
      relating to the Escrow Agent.
      (a) The
      parties hereto hereby appoint and designate the Escrow Agent, and the Escrow
      Agent agrees to serve, as escrow agent for the purposes set forth herein.


     

    (a)
      The
      Escrow Agent agrees to receive from Debtor, as escrow agent, newly issued
      certificated representing the Escrowed Shares in the name of Secured Party
      for
      deposit in with the Escrow Agent to be held in escrow, in accordance with the
      terms and provisions of this Agreement. The Escrow Agent shall hold the Escrowed
      Shares until the same shall be delivered as provided in this Section
      13.

     

    (b)
      Upon
      the occurrence of an Event of Default hereunder or under the Note, Secured
      Party
      shall deliver a copy of the Default Notice to Escrow Agent, simultaneously
      with
      the delivery of the same to Escrow Agent. In the event that Debtor shall fail
      to
      satisfy all of the outstanding Obligations on or before the Final Payment Date,
      thereof, Secured Party shall notify Escrow Agent in writing that Debtor has
      not
      fulfilled its Obligations and instruct the Escrow Agent to release the Escrowed
      Shares to Secured Party. In the event that Debtor shall satisfy all of the
      outstanding Obligations at the Maturity Date, or, in the case of an Event of
      Default, on or before the Final Payment Date, Secured Party shall notify Escrow
      Agent in writing that the Obligations have been satisfied and instruct Escrow
      Agent to release the Escrowed Shares to Debtor and Debtor shall thereafter
      cancel such certificates evidencing the Escrowed Shares and return the same
      to
      treasury. Within five (5) days after receipt by the Escrow Agent of any written
      notice hereunder, the Escrow Agent shall deliver the Escrowed Shares, to the
      party or parties in the manner set forth in the written notice.

     

     

    (c)
      The
      Escrow Agent shall not be entitled to any fees or expense for acting as
      such.

     

    (d)
      The
      Escrow Agent’s acceptance of its duties under this Agreement is subject to the
      following terms and conditions, which shall govern and control with respect
      to
      its rights, duties, liabilities and immunities:

     

    (i)  The
      Escrow Agent makes no representations or warranties and has no responsibilities
      as to the correctness of any statement contained herein, and the Escrow Agent
      shall not be required to inquire as to the performance of any obligation under
      any agreement or document other than this Agreement.

     

      The
      Escrow Agent shall be protected in acting upon any written notice, request,
      waiver, consent, receipt or other paper or document from Secured Party only
      as
      to its due execution and the validity and effectiveness of its provisions,
      but
      also as to the truth of any 


    
      
         

        
        

      

      
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    information
      therein contained and what it purports to be. The Escrow Agent shall be entitled
      to rely upon any certification, instruction, notice or other writing delivered
      to it in compliance with the provisions of this Agreement without being required
      to determine the authenticity or the correctness of any fact stated therein
      or
      the propriety or validity thereof. The Escrow Agent may act or fail to act
      in
      reliance upon any instrument comporting with the provisions of this Agreement
      or
      signature believed by it, without independent investigation, to be genuine
      and
      may assume that any person purporting to give notice or advice or make any
      statement or execute any document in connection with the provisions hereof
      has
      been duly authorized to do so.

     

    (ii)  The
      sole
      duty of the Escrow Agent, other than as herein specified, shall be to receive
      the Escrowed Shares and hold the same subject to release, in accordance with
      the
      written instructions of Secured Party, or as otherwise provided
      herein.

     

    (iii)  The
      Escrow Agent may, at any time, resign and be discharged from its duties
      hereunder by providing written notice to each of Debtor and Secured Party and
      depositing the Escrow Deposit with a successor escrow agent designated by Debtor
      and Secured Party. Upon receipt of the Escrow Agent’s resignation, Debtor and
      Secured Party shall promptly appoint a successor escrow agent. If no successor
      shall have been appointed within ten (10) days after the mailing of notice
      of
      resignation by the Escrow Agent, then the Escrow Agent shall be entitled to
      deposit any or all of the Escrow Deposit with a court of competent
      jurisdiction.

     

    (e)
      Notwithstanding to the contrary herein, at any time the Escrow Agent shall
      have
      the right, in its sole discretion, to deposit the Escrowed Shares with a court
      having competent jurisdiction, in which event the Escrow Agent shall give
      written notice of such deposit to each of the other parties hereto. Upon such
      deposit, the Escrow Agent shall be relieved and discharged of all further duties
      and responsibilities with respect to the Escrowed Shares.

     

    (f)
      The
      parties hereto jointly and severally indemnify and hold Escrow Agent harmless
      from any damage, loss, claim or action arising from his service as Escrow Agent
      hereunder, provided however, Escrow Agent shall not be indemnified for
      intentional wrong doing by Escrow Agent or acts by Escrow Agent of gross
      negligence.

    


     

    14. Miscellaneous.
      This
      Agreement has been duly and validly authorized by all necessary corporate
      action. This Agreement does not contemplate a sale of accounts, or chattel
      paper. This Agreement can be waived, modified, amended, terminated or
      discharged, and the Security Interest can be released, only explicitly in a
      writing signed by the Secured Party, and, in the case of amendment or
      modification, in a writing signed by the Debtor and the Secured Party. A waiver
      signed by the Secured Party shall be effective only in the specific instance
      and
      for the specific purpose given. Mere delay or failure to act shall not preclude
      the exercise or enforcement of any of the Secured Party’s rights or remedies.
      All rights and remedies of the Secured Party shall be cumulative and may be
      exercised singularly or concurrently, at the Secured Party’s option, and the
      exercise or enforcement of any one such right or remedy shall neither be a
      condition to nor bar the exercise or enforcement of any other. The Secured
      Party’s duty of care with respect to Collateral in its possession (as imposed by
      law) shall be deemed fulfilled if the Secured Party exercises reasonable care
      in
      physically safekeeping such Collateral 

     


    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    or,
      in
      the case of Collateral in the custody or possession of a bailee or other third
      person, exercises reasonable care in the selection of the bailee or other third
      person, and the Secured Party need not otherwise preserve, protect, insure
      or
      care for any Collateral. The Secured Party shall not be obligated to preserve
      any rights the Debtor may have against prior parties, to realize on the
      Collateral at all or in any particular manner or order, or to apply any cash
      proceeds of Collateral in any particular order of application. This Agreement
      shall be binding upon and inure to the benefit of the Debtor and the Secured
      Party and their respective successors and assigns and shall take effect when
      signed by the Debtor and delivered to the Secured Party, and the Debtor waives
      notice of the Secured Party’s acceptance hereof. The Secured Party may execute
      this Agreement if appropriate for the purpose of filing, but the failure of
      the
      Secured Party to execute this Agreement shall not affect or impair the validity
      or effectiveness of this Agreement. A carbon, photographic or other reproduction
      of this Agreement or of any financing statement signed by the Debtor shall
      have
      the same force and effect as the original for all purposes of a financing
      statement. This Agreement shall be governed by and construed in accordance
      with
      the substantive laws (other than conflict laws) of the State of Florida. If
      any
      provision or application of this Agreement is held unlawful or unenforceable
      in
      any respect, such illegality or unenforceability shall not affect other
      provisions or applications which can be given effect and this Agreement shall
      be
      construed as if the unlawful or unenforceable provision or application had
      never
      been contained herein or prescribed hereby. All representations and warranties
      contained in this Agreement shall survive the execution, delivery and
      performance of this Agreement and the creation and payment of the Obligations.
      The parties hereto hereby (i) consent to the personal jurisdiction of the
      state and federal courts located in the State of Florida in connection with
      any
      controversy related to this Agreement; (ii) waive any argument that venue
      in any such forum is not convenient, (iii) agree that any litigation
      initiated by the Secured Party or the Debtor in connection with this Agreement
      or the Acquisition Agreement and all documents executed in connection therewith
      may be venued in either the Florida state courts or federal courts; and
      (iv) agree that a final judgment in any such suit, action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law.

     

    THE
      PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
      ON OR
      PERTAINING TO THIS AGREEMENT.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


     


    
      
        
              

        

        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Security Agreement as
      of
      the date and year first above written.

     

    
      	
               

              EIN:
                65-1005398                                            

            	
              INVISA,
                INC., Debtor

               

               

              By:/s/Edmund
                C. King

              Name:
                Edmund C. King

              Title:
                Chief Financial Officer

            
	 	 
	 	
              CENTURIAN
                INVESTORS, INC.

               

               

               

              By:/s/Howard
                R. Curd 

              Name:Howard
                R. Curd     

              Title:Chief
                Executive Officer

            


    

    


    


    


    


    


    


    


    


    Signature
      Page to Security Agreement

    



    
      
        
          


           

        

        
        

      

      
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    EXHIBIT
      A

    


    


    LOCATION
      OF COLLATERAL

    


    


    


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

    


    


    


    


    



    
      
        
          


           

        

        
        

      

      
        12

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    


    


    


    LEGAL
      DESCRIPTION

    


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

    


    


    


    


    


    



    
      
        
          


           

        

        
        

      

      
        13

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

    


    


    PERMITTED
      LIENS

    


    All
      liens in existence on the date hereof and any lien created in the ordinary
      conduct of business by Invisa.