Exhibit 10.84

                              SEVERANCE AGREEMENT

        This  Severance  Agreement  (the  "Agreement")  is made this 26th day of
January,  2004 and  effective  this  26th day of  January,  2004 by and  between
Invisa,  Inc. a Nevada  corporation  (the  "Company")  and  Stephen  A.  Michael
("Michael").

                                   RECITALS:

        WHEREAS,  Michael is the co-founder of the Company and has been employed
by the Company since February 9, 2000 and is a member of its Board of Directors;
and

        WHEREAS,  Michael and the Company have determined that it is in the best
interest  of Michael  and the Company  that his  employment  with the Company be
terminated  and that he continue to provide  services to the Company as a member
of its  Board of  Directors,  and as an  independent  consultant  pursuant  to a
consulting agreement to be executed by the parties; and

        WHEREAS,  Michael and the Company have executed a term sheet on November
6, 2003 (the "Term Sheet") which outlines the basic terms under which  Michael's
employment  will be  terminated  and the  manner  in which he will  continue  to
provide services to the Company; and

        WHEREAS, Michael and the Company wish to formalize the Term Sheet into a
final and detailed agreement.

        NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  in  this
Agreement,  and for additional good and valuable consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the Company
and Michael agree as follows:

        1.  TERMINATION OF  EMPLOYMENT.  Michael's  employment  with the Company
shall  terminate  on January 31,  2004 and he shall be paid his  current  salary
through said date.  Commencing  February 1, 2004, Michael shall provide services
to the Company as an independent consultant pursuant to the consulting agreement
substantially in the form attached hereto (the "Consulting Agreement").

        2. ACCRUED  COMPENSATION.  The parties  acknowledge that Michael is owed
$303,607.50 in accrued salary and bonuses ("Accrued Compensation").  The Company
shall pay Michael the Accrued Compensation as follows:

                i. $60,000.00 on or before January 27th,  2004, and $5,000.00 on
or before  February 28, 2004.  The notice and cure period on paragraph 6 of this
Agreement shall not apply to the $60,000.00 and $5,000.00 payments,  and failure
to timely  make  these  payments  shall  immediately  invoke the  provisions  of
paragraphs 6.1, 6.2 and 6.3 of this Agreement.

                ii.  $56,174.33 if this Company raises  $2,000,000.00  following
the date of this Agreement,  in total from all sources.  The $56,174.33  payment
shall be made to Michael  within  thirty (30) days  following  the date that the
Company has raised $2,000,000.00;


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                iii.  $84,261.50 if the Company raises  $3,000,000.00  following
the date of this Agreement,  in total from all sources.  The $84,261.50  payment
shall be made to Michael  within  thirty (30) days  following  the date that the
Company has raised $3,000,000.00; and

                iv.  $98,171.67 if the Company raises   $4,000,000.00  following
the date of this agreement,  in total from all sources.  the $98,171.67  payment
shall be made within  thirty (30) days  following  the date that the Company has
raised $4,000,000.00.

        [For illustration:  if the Company raises $2,000,000.00 by April 1, 2004
and  an  additional   $1,000,000.00  dollars  by  May  2004  and  an  additional
$1,000,000.00 by June 1, 2004,  Michael shall be paid $56,174.33 by May 1, 2004,
$84,261.50 by June 1, 2004 and $98,171.67 by July 1, 2004.]

        The Company will provide  Michael with a quarterly  capital input report
(consisting of gross dollars received, date received, accumulated total dollars)
of all  capital  input from any  source,  including  but not limited to equities
purchased through private offerings, exercised options, exercised warrants, puts
or sales of equities through pre-arranged  financing.  This report will be faxed
and mailed to Michael by the tenth of the following month.

        3. FORGIVENESS OF NOTE BY COMPANY.  The parties acknowledge that Michael
owes the Company  $74,384.00  pursuant to promissory note dated October 15, 2000
(the  "$74,384.00  Note") and $375,000.00  pursuant to a note dated December 29,
1999 (the  "$375,000.00  Note").  The  $74,384.00  Note shall be forgiven by the
Company on February 9, 2005,  which is its maturity  date,  and the  $375,000.00
Note shall be forgiven by the Company on December 29, 2004 which is its maturity
date.  The  Company  shall  timely pay all taxes  incurred  by the  Company  and
Michael,  as a direct  result  of the  forgiveness  of the  $74,384.00  Note and
$375,000.00 Note.  Michael's tax obligation paid by the Company pursuant to this
Section 3 shall be  calculated  based upon  Michael's  current  tax rate for the
applicable tax year.

        4. SALES OF SHARES. The Company  acknowledges and agrees that all shares
of the  Company's  stock  issued to and  owned by  Michael,  are  fully  vested,
non-assessable,  and  subject  to no  defenses  or claims of any nature or kind.
Michael agrees that any sales of his shares of the Company's  common stock shall
be made in accordance  with Rule 144 of the Securities Act of 1933, and that any
such sales from  November 6, 2003  through  June 30, 2004 shall be limited to no
more than 20,000 shares per month.  The Company  agrees that it will furnish any
legal  opinions  or other  documents  as  requested  by Michael or his broker in
connection  with any such 144 sales within five  business  days of the Company's
receipt of said request.

        All options  issued to Michael under the Company's  2002  Incentive Plan
are deemed fully vested as of November 6, 2003. Additionally, Sections 6.6, 6.7,
10.1,  and 10.2 of the 2002  Incentive Plan are not applicable to Michael's 2002
Incentive Plan options. Where the provisions of this paragraph conflict with the
provisions of the 2002  Incentive  Plan and Michael's 2002 Incentive Plan Option
Agreement, the provisions hereof prevail.

        The Company shall, as soon as eligible, file a Registration Statement on
Form S-8 with the United States  Securities and Exchange  Commission to register
the shares that would be issued to Michael upon exercise of the options  granted
to him under the Company's 2000 Employee,


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Director,  Consultant and Advisor Stock  Compensation Plan (the "Option Shares")
or alternatively, provide for "piggyback" registration of the Option Shares in a
Registration  Statement if the Company is filing such a  Registration  Statement
and same is filed by the Company prior to the eligibility of an S-8 filing.

        The Company shall attempt to reclaim 61,670 shares of stock pledged,  by
Michael as  collateral,  to an entity known to both of the parties as "Barbell".
If the Company is unable to reclaim the shares by February  28,  2004,  it shall
terminate its efforts to reclaim the shares and shall notify Michael that it was
unable to reclaim said shares.  Upon such  notification,  Michael may attempt to
reclaim  the pledged  shares.  The Company  agrees to provide  Michael  with all
relevant  documents and records  regarding the "Barbell" within five (5) days of
his  request.  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  the parties  acknowledge that the Company's  inability to obtain the
pledged shares shall not be deemed a breach of this Agreement.

        5.  FORGIVENESS  OF  OBLIGATIONS  BY MICHAEL.  Michael agrees to forgive
notes and interest due him as a result of the RMI  transaction  in the amount of
$601,208.05 (collectively the "RMI NOTE"). In addition,  Michael and the Company
acknowledge  that the  February 9, 2000  employment  agreement,  executed by the
Company and Michael (the "Employment Agreement") shall be cancelled, void and of
no effect on the effective date of this  Agreement.  Accordingly,  Michael shall
not be entitled to any compensation or benefits under the Employment  Agreement,
including without limitation, the five-year severance payment, car allowance and
health insurance.

        6. BREACH OF  AGREEMENT.  In the event that the Company  breaches any of
its  obligations  under  this  Agreement,  and said  breach is not cured  within
fifteen (15) days following notice by Michael to the Company of said breach:

                i.  The  RMI  Note  shall  be  deemed   restored  and  shall  be
immediately  due and payable to Michael in full as if this  Agreement  was never
entered into by the parties;

                ii. The Accrued  Compensation  shall become  immediately due and
payable to Michael; and

                iii.  Michael shall be entitled to all legal remedies  available
under this  Agreement  to collect any monies  which he is owed  pursuant to this
Section 6, including all  reasonable  attorney fees and costs which he incurs in
furtherance of such collection efforts.

        7. NOTICES. Any notice provided for in this Agreement must be in writing
and must be either  personally  delivered  or mailed by certified  mail,  return
receipt required, to the recipient at the address indicated below:

                To the Company:                 To Stephen A. Michael:

                Herb M. Lustig, CEO             Stephen A. Michael
                Invisa, Inc.                    7813 Broadmoor Pines Blvd.
                4400 Independence Court         Sarasota, Florida 34243
                Sarasota, FL 34234              Fax: (941) 358-1795


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or such other  address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.

        8. SEVERABILITY. In the event that any provision of this Agreement shall
be held to be unreasonable, invalid, or unenforceable for any reason whatsoever,
the parties agree that: (i) such invalidity or unenforceability shall not affect
any other provision of this Agreement and the remaining covenants, restrictions,
and  provisions  hereof  shall  remain in full  force and  effect;  and (ii) any
arbitrator  or  arbitration  panel,  as the  case  may  be,  may so  modify  the
objectionable provision as to make it valid,  reasonable,  and enforceable,  and
such  provision,  as so  modified,  shall be valid and  binding  as  though  the
invalid,  unreasonable,  or unenforceable  portion thereof had not been included
therein.

        9. COMPLETE AGREEMENT. Except for the Confidentiality/Waiver of Interest
Agreement  and  Covenant  Not to Compete  executed by the parties on November 6,
2003 (collectively the  "confidentiality and Non Compete  Agreements"),  and the
Consulting  Agreement,  this  Agreement  contains  the entire  agreement  of the
parties and  supersedes  and preempts any prior  understandings,  agreements  or
representations  between Michael and the Company,  including without  limitation
the Employment  Agreement and the Term Sheet.  The parties  further  acknowledge
that the Company is fully and  completely  honoring and satisfying all severance
obligations  which  it owes to  Michael  by  complying  with  the  terms of this
Agreement.

        10.  CONFIDENTIALITY  AND NON COMPETE  AGREEMENTS.  Notwithstanding  any
other  agreement  executed by the parties or the  termination  of the Employment
Agreement,  the parties  acknowledge  that the  Confidentiality  and Non Compete
Agreements  shall  remain  in  full  force  and  effect.   The  parties  further
acknowledge  that the mediation and remedy  provisions  contained in paragraph 4
and  5  of  the  Covenant  Not  To  Compete  and   paragraph  7  and  8  of  the
Confidentiality/Waiver  of  Interest  Agreement  respectively,  are the  dispute
resolution   and  remedy   provisions   that  govern  the   parties   under  the
Confidentiality and Non Compete Agreements.  To this extent,  Section 12 of this
Agreement  shall  not be  applicable  to the  Confidentiality  and  Non  Compete
Agreements.

        11. COUNTERPARTS. This Agreement may be simultaneously executed in three
counterparts,  each of  which  shall  be an  original,  and all of  which  shall
constitute but one and the same instrument.

        12.  MEDIATION/ARBITRATION  PROVISION.  The parties  shall in good faith
endeavor to resolve all claims or disputes arising from or relating to the terms
of this Agreement first by mediation  through a mediator selected by the parties
and if not resolved by  mediation,  then the parties agree to resolve all claims
or disputes by binding  arbitration in accordance  with this Section.  the party
seeking mediation shall submit a written notice for mediation to the other party
(the "Notice").  The parties shall agree on a mediator and mediation date within
ten business (10) days from the date of the Notice. If the parties are unable to
agree upon a mediator and  mediation  date within ten (10) days from the date of
the  Notice,  the matter  shall,  within  twenty  (20) days from the date of the
Notice,  be  referred  to the  American  Arbitration  Association  for final and
binding  arbitration.  If the matter is mediated but not resolved by  mediation,
the matter shall,  within ten (10) days from the last mediation  proceeding,  be
referred to the American Arbitration Association for


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final and binding arbitration.  The arbitration  proceedings shall take place in
Sarasota County,  Florida and shall be governed by the Florida  Arbitration Code
and the rules pertaining to commercial  arbitration of the American  Arbitration
Association then in effect (except the provisions of this paragraph shall govern
if in conflict with such rules).  There shall be one arbitrator if the amount in
controversy is less than twenty four thousand dollars  ($24,000),  and otherwise
there shall be three  arbitrators.  The arbitration  award may be entered in any
court of competent  jurisdiction  as provided for in this Agreement for an order
of enforcement if necessary.  The prevailing party in the arbitration proceeding
shall be  entitled to collect  from the  non-prevailing  party,  the cost of the
arbitration and reasonable attorneys' fees incurred by the prevailing party as a
direct result of the arbitration.

        13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or
waived by a writing duly authorized and executed by all parties.

        14.  DRAFTSMAN.  In construing  this  Agreement,  neither of the parties
hereto shall have any term or provision of this Agreement construed against such
party  solely by reason of such party having  drafted same as each  provision of
this  Agreement  is deemed by the  parties to have been  jointly  drafted by the
Company and Michael.

        15. SEC COMPLIANCE.  Michael  acknowledges  that the Company,  as of the
date hereof, is a "Reporting  Company" under the Securities Exchange Act of 1934
as amended  (the  "Act").  While the Company  remains a Reporting  Company,  its
officers and directors,  and certain  shareholders are required to file periodic
reports  under  Section  16, as it relates  to the  ownership,  acquisition  and
disposition  of their equity in the Company.  Michael agrees that he will timely
file Section 16 reports  regarding his equity ownership in the Company.  Michael
further  agrees that he will abide by Regulation  FD and the  Company's  written
policies  as may  adopted  from  time  to time  regarding  insider  trading  and
disclosure  of  non-public  information,  where with  regard to insider  trading
policies,  such  policies  are not in conflict  with  selling  plans  previously
adopted or which may be adopted by  Michael  from time to time  pursuant  to SEC
rule  10(b)5-1  for  sales of  Invisa  stock,  provided  such  plans  and  sales
thereunder are in compliance in all respects with the  requirements  of SEC rule
10(b)5-1.

        16. BINDING  AGREEMENT.  The parties represent and warrant that each has
consulted  with legal  counsel of their  choice in  connection  with the review,
approval and execution of this Agreement;  that each  understands this Agreement
is a  legally  binding  contract;  that  each  has  read  and  understands  this
Agreement;  and  that  each  intends  to be  bound  by  each  provision  of this
Agreement.

        17.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Florida and venue for any legal action
taken pursuant to this Agreement shall be in Sarasota County, Florida.

        18. MISCELLANEOUS. Captions are for convenience only. In construing this
Agreement,  feminine or neuter pronouns shall be substituted for those masculine
in form or vice versa and plural  terms shall be  substituted  for  singular and
singular for plural for any place which the context so requires.


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        IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written:

INVISA, INC.


By: /s/ Joseph Movizzo                           /s/ Stephen A. Michael
    ----------------------------                 -------------------------
    Joseph Movizzo, Director                     Stephen A. Michael



By: /s/ Robert Knight
    ----------------------------
    Robert Knight, Director



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