Exhibit 10.88

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
25 day of March 2004, by and between Invisa,  Inc., a Nevada  corporation.  (the
"Company") and Charles Yanak (the "Employee"). RECITALS:

         WHEREAS, Employee wishes to be employed by the Company, and the Company
wishes to employ the Employee.

         WHEREAS,  the parties acknowledge that the Company has advised Employee
that the auditor's opinion which accompanies the Company's Financial  Statements
for the year ended  December 31, 2003,  may express  concern over the  Company's
ability to remain a "going concern".

         WHEREAS,  the Company and the Employee are desirous of setting forth in
this definitive  Employment Agreement their respective rights and obligations in
respect to Employee's employment with the Company.

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

         1.  EMPLOYMENT  AND TERM. On the terms and subject to the conditions of
this  Agreement,  the Company  agrees to employ the  Employee  and the  Employee
accepts  such  employment.  Employee's  employment  under this  Agreement  shall
commence  on the date  hereof,  and shall  continue in effect for a period of 36
months from the date hereof and it shall  terminate at the end of said  36-month
period ("Termination  Date"),  unless earlier terminated pursuant to Paragraph 6
herein below.

         2.  DUTIES.  The  Employee  is  employed  by the Company to perform the
duties  specified  from time to time by Board of  Directors  and as set forth on
Exhibit "A" which is attached hereto, incorporated herein and made a part hereof
("Duties").

         3.  COMPENSATION.  As compensation for Employee  performing the Duties,
the Company  shall pay  Employee  the  compensation  as set forth on Exhibit "B"
which  is  attached  hereto,   incorporated   herein  and  made  a  part  hereof
("Compensation").

         4.  VACATIONS.  Employee  shall be entitled  each year to a vacation as
provided in Exhibit "B", during which time Employee's Compensation shall be paid
in full.


         5. FRINGE BENEFITS AND REIMBURSEMENT OF EXPENSES.

            a. Employee  shall be entitled to  participate in any group plans or
programs  maintained by the Company,  if any, such as health  insurance or other
related  benefits as may be in effect from time to time and offered to the other
employees of the Company ("Benefits").

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                                                                              2



            b. Company  acknowledges  that it will pay for  reasonable  expenses
incurred by Employee in  furtherance  of his duties to the Company,  which shall
include,  without  limitation,  expenses  for  entertaining,  travel and similar
items. All such expenses will be in incurred in accordance with policies adopted
by the Company from time to time.

            c. The Company shall provide  Employee actual gasoline  expenses for
Company business at IRS rates.


         6. TERMINATION OF EMPLOYMENT.

            6.1 Prior to the Termination Date, this Agreement and all the rights
and  obligations of the parties hereto shall terminate  immediately:  (i) in the
event  of the  Employee's  death;  or  (ii) if the  Company  ceases  to  conduct
business.

            6.2 Prior to the  Termination  Date,  the Company may,  upon written
notice  to  the  Employee,   immediately  thereafter  terminate  the  Employee's
employment  for proper  cause,  pursuant to the grounds set forth  herein  ("For
Cause"), and in the event of such For Cause termination,  the Employee shall not
be entitled to any  Compensation or Lump Sum Severance  Package  Compensation as
hereinafter defined following the date set forth on the written  notification of
such For Cause  termination,  other than options that are fully vested as of the
date of the For Cause termination. The grounds for For Cause termination are the
occurrence  of any of the  following:  (i)  indictment  of  Employee  on  felony
charges;  (ii) Employee's engagement in illegal business practices in connection
with  the  Company's  business;   (iii)  Employee's   intentional  and  material
misappropriation of the Company's assets; (iv) the Employee's breach of: Company
policies; this Agreement;  the Covenant Not To Compete Agreement attached hereto
as Exhibit "C"; the Confidentiality/Waiver of Interest Agreement attached hereto
as Exhibit "D". With respect to a For Cause  termination under (iv), the written
notice will provide the Employee 10 days within which to cure the breach  ("Cure
Period"),  and if it is not cured within that period,  the For Cause termination
will become  immediately  effective.  With regard to the Covenant Not to Compete
Agreement  attached  as Exhibit "C" and the  Confidentiality/Waiver  of Interest
Agreement  attached as Exhibit "D", the Cure Period will run  concurrently  with
(and not be in addition to) the Mediation  Period as defined in Exhibits "C" and
"D".

            6.3 Prior to the  Termination  Date,  the Company may,  upon 30 days
written notice to the Employee,  immediately thereafter terminate the Employee's
employment  without  cause (For Cause being  limited to the grounds set forth in
Paragraph 6.2 herein above). In the event of such without cause termination, the
Company shall pay to Employee,  a lump sum severance  payment in an amount equal
to the  Compensation  (as set forth on Exhibit "B") and Benefits as described in
Paragraph 5 hereinabove,  which would have been due and owing to Employee during
the  six-month  period  following  the  date  of  such  termination  as if  such
termination had not occurred ("Lump Sum Severance  Package  Compensation").  The
Lump Sum Severance Package Compensation shall be paid to Employee within 30 days
of the termination.

            6.4 This  agreement  may be  terminated  by the Company upon 30 days
written notice to the Employee,  if Employee shall become disabled.  Employee is
deemed  disabled  for  purposes  of this  Agreement  if: (1)  Employee  has been
declared legally  incompetent by a final court decree;  or (2) Employee has been
found to be disabled pursuant to a Disability  Determination.  The date on which
the Court  determined  that the  disability  occurred or the date the Disability


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                                                                              3


Determination  determines the disability  commenced shall be date this agreement
is deemed terminated.  A Disability Determination means a finding that Employee,
because of a medically determinable disease, injury, or other mental or physical
disability,  is unable to perform substantially all of his regular duties to the
Company and that such disability is determined or reasonably expected to last at
least six (6) months. The Disability Determination shall be based on the written
opinion  of  the  physician  regularly  attending  the  Employee  regarding  the
disability is in question. The date of such written opinion is the date on which
the  disability  will be deemed to have  occurred.  If Employee is terminated in
accordance with the provisions of this paragraph,  Employee shall receive a lump
sum disability  severance payment in an amount equal to the Compensation (as set
forth on Exhibit "B") and Benefits as described in Paragraph 5 hereinabove which
would have been due and owing to Employee during the six-month  period following
the  date  of  such  termination   ("Lump  Sum  Disability   Severance   Package
Compensation").  Any salary or benefits paid after the date that this  Agreement
is deemed  terminated  due to disability  shall be offset against the Disability
Severance  Package.  The  parties  acknowledge  and  agree  that in the event of
termination  under  (1) or (2) of this  Paragraph,  the sole  severance  package
compensation  Employee  shall  be  entitled  to  receive  from  the date of such
termination shall be the Lump Sum Disability  Severance Package Compensation and
no other  compensation,  other than options that are fully vested as of the date
of the termination. The Lump Sum Disability Severance Package Compensation shall
be paid to Employee within 30 days of the termination.

            6.5 Prior to the Termination  Date, in the event that (1)there shall
be a Change in Control  (as  defined  below) in the  Company or (2) the scope of
Employee's duties with the Company shall significantly change, the Employee may,
upon 30 days  written  notice to the Company  given within 30 days of the change
set forth in (1) or (2) above, terminate Employee's employment with the Company,
and in such event, Employee shall not be entitled to any compensation  following
the date of such termination, other than options that are fully vested as of the
date of the termination.

        For purposes of this  Agreement,  the  term  "Change  in  Control" shall
mean:

         (i) The acquisition by any individual or entity of beneficial ownership
of 50% or more of the then outstanding  shares of common stock of the Company in
one transaction or

         (ii) The consummation of a  reorganization,  merger or consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company (a "Business  Combination) unless,  following such Business Combination,
more than 50% of the then outstanding  shares of common stock of the corporation
resulting from such Business Combination is owned by the Company's  shareholders
; or

         (iii) The individuals who on the date of this Agreement  constitute the
Board of Directors or the senior executive  management of the Company thereafter
cease to constitute at least a majority thereof.

            6.6 In the  event  this  Agreement  is not  terminated  prior to its
Termination  Date as set forth  hereinabove  in this  Paragraph  6, then in such
event this Agreement shall terminate upon the Termination Date.

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                                                                              4



         7. NON-COMPETITION. Simultaneously with his execution of this Agreement
Employee shall execute a Covenant Not to Compete Agreement with the Company,  as
set forth on Exhibit "C" which is attached hereto,  incorporated herein and made
a part hereof The parties  acknowledge  and agree that the mediation  provisions
and remedy  provisions of the Covenant Not to Compete  Agreement as set forth in
Paragraphs 4 and 5  respectively  thereof are the dispute  resolution and remedy
provisions  that govern the parties under the Covenant Not to Compete  Agreement
and Paragraph 13 of this Agreement is not applicable thereto.

         8.   CONFIDENTIALITY/WAIVER   OF  INTEREST.   Simultaneously  with  his
execution of this Agreement,  Employee shall execute a Confidentiality/Waiver of
Interest  Agreement  with the  Company,  as set  forth on  Exhibit  "D" which is
attached  hereto,  incorporated  herein  and  made a  part  hereof  The  parties
acknowledge and agree that the mediation provisions and the remedy provisions of
the  Confidentiality/Waiver  of Interest  Agreement as set forth in Paragraphs 7
and 8 respectively thereof are the dispute resolution and remedy provisions that
govern the parties under the  Confidentiality/Waiver  of Interest  Agreement and
Paragraph 13 of this Agreement is not applicable thereto.

         9.  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 THE EMPLOYEE:

         Invisa, Inc.                             Charles Yanak
         4400 Independence Court                  1001 Doans Way
         Sarasota, FL 34234                       Blue Bell, PA 19422

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.

         10.  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 court, 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.

         11. COMPLETE AGREEMENT. This Agreement contains the entire agreement of
the parties and supersedes and preempts any prior understandings,  agreements or
representations  between  Employee  and  Company  regarding  the  employment  of
Employee.

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

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                                                                              5



         13.  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) business days from the
date of the Notice, the matter shall,  within twenty (20) business 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 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 costs of the  arbitration  shall be divided
equally  between the  parties.  No party shall be entitled to recover  attorneys
fees incurred in any arbitration  proceeding from the other party.  However,  if
either  party is required to take legal  action to enforce or collect the award,
the prevailing party in such legal action shall be entitled to collect all costs
and reasonable attorney's fees and other expenses from the other party.

            14.  EMPLOYEE   REPRESENTATION.   Employee  represents  that  he  is
currently not subject to any contract, agreement or understanding with any other
party or entity that restrict his  employment in any way or provides for any not
compete or non-disclosure  obligations upon Employee, other than as set forth in
Exhibit C hereto, copies of which agreements are attached to such Exhibit.

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

           16. 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 the Employee.

           17. SEC COMPLIANCE. Employee 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 of Invisa,  Inc. Employee agrees that he will timely
file Section 16 reports regarding his equity ownership of Invisa,  Inc. Employee
further  agrees that he will abide by Regulation FD and Invisa,  Inc.'s  written
policies  as may  adopted  from  time  to time  regarding  insider  trading  and
disclosure of non-public information.

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                                                                              6



         18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

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

THE COMPANY:                                       EMPLOYEE:
INVISA, INC.



BY: ________________________________               _____________________________
         Herbert M. Lustig                         Charles Yanak
         President, and CEO


<PAGE>




                                   EXHIBIT "A"



                              EMPLOYMENT AGREEMENT


                              between Invisa, Inc.


                                       and


                                  Charles Yanak


In accordance with Paragraph 2, Employee shall perform the following duties:

         From March 25, 2004 to March 24,  2007,  Employee  shall be employed as
the Vice President,  Marketing & Business  Development ("VP") of the Company. As
VP,  Employee  shall work with the President and CEO to establish  marketing and
sales  strategies for the Company,  as well as  establishing  revenue  targets -
including those for systems,  hardware,  development contracts and licensing. In
addition,  VP shall have  decision-making  authority for budgeting and personnel
issues relating to marketing and sales within the Company. Employee shall report
to and be subject to the supervision of the President and CEO.


<PAGE>




                                   EXHIBIT "B"


                              EMPLOYMENT AGREEMENT


                              between Invisa, Inc.
                                       and
                                  Charles Yanak

         In accordance  with  Paragraph 3, Employee  shall be paid the following
Compensation payable as set forth below:

1.   The salary to be paid by Employer  hereunder  shall be  $150,000  per year,
     gross salary, payable monthly in two increments (less customary withholding
     for federal and state employment taxes).

2.   Three weeks vacation.

3.   Stock Option.

     As soon as practicable after the date of the Employment Agreement and, upon
     amending the 2003 Stock  Option Plan raising the number of options  subject
     to the Plan or the  adoption of a new Plan,  the Company  will grant to the
     Employee  options  ("Options")  to  purchase  up to  150,000  shares of the
     Company's  common  stock.  To the maximum  extent  permitted  by law,  such
     Options  shall be incentive  stock options as defined in Section 422 of the
     Internal Revenue Code of 1986, as amended. The balance of the options shall
     be non-qualified  options.  The option exercise price for the Options shall
     equal the market price on the date of the grant of the options. The Options
     will be subject to the terms and conditions  specified below and such other
     terms  and  conditions  as  reasonably  agreed  to by the  Company  and the
     Employee  and set forth in the Option  Agreements  which will  evidence the
     grant of the Options. The Options:

     a.  will  vest as to 37,500  shares  of the  common  stock  subject  to the
         Options on December 25, 2004, and as to an additional  12,500 shares of
         the common stock subject to the Options on each of March 25, 2005, June
         25, 2005,  September 25, 2005,  December 25, 2005, March 25, 2006, June
         25, 2006, September 25, 2006, December 25, 2006, and March 25, 2007

     b.  will  provide for  acceleration  in full of vesting upon the closing of
         (A) a  sale,  merger  or  other  transaction  by  one  or  more  of the
         shareholders  of the Company of more than 50% of the  Company's  common
         stock to one  person  or entity  which is not  directly  or  indirectly
         related to, or affiliated  with, the seller(s) of such common stock; or
         (B) a sale  or  exchange  of  substantially  all of the  assets  of the
         Company;

     c.  will have a term of 5 years  from the date of grant,  subject  to early
         termination upon termination of employment in accordance with the terms
         of the Stock Option Plan.

     d.  will have customary anti-dilution protection,

     e.  will not subject any shares  acquired  upon  exercise of the Options to
         any transfer restrictions, repurchase rights of rights of first refusal
         (other  than  compliance  with  applicable  securities  laws),  lock-up
         provisions,  or repurchase  rights in favor of the Company or any other
         person; and

     f.  will provide that the option  exercise  price may be paid in cash or in
         shares of Company  common  stock owned by the Employee for at least six
         months.

4.   Special Living Allowance

     During the first year of  employment,  the Employee shall receive a Special
     Living  Allowance  of $1,500  per month to  compensate  employee  for local
     rental  and  automobile  costs.  The  amount  of  this  allowance  will  be
     renegotiated  between  Company and Employee for years two and three of this
     Agreement.

<PAGE>


4

                             COVENANT NOT TO COMPETE
                                  INVISA, INC.

         This  Covenant  Not to Compete is made and entered  into by and between
Invisa, Inc., a Nevada corporation  (hereinafter  referred to as the "Company"),
and Charles Yanak (hereinafter referred to as the "Second Party").

                                    RECITALS:

         WHEREAS,  the Company is in the business of  developing,  manufacturing
and marketing safety and security systems based upon proprietary technology; and

         WHEREAS, Second Party is an employee of the Company; and

         WHEREAS,   Second  Party   acknowledges  that  the  Company's  business
activities extend throughout the world; and

         WHEREAS,   Second  Party   acknowledges  that  through  consulting  and
employment  he has and/or will  acquire a special  knowledge  of the  processes,
technologies,  drawings,  designs and methods of  manufacture  of the  Company's
products;  and  the  clients,  accounts,  business  lists,  prospects,  records,
corporate  policies,   operational  methods  and  techniques  and  other  useful
information  and trade  secrets of the  Company  (hereinafter  all  collectively
referred to and defined as "Confidential Information"); and

         WHEREAS,  Second  Party  acknowledges  that  the  Company's  legitimate
business  interests  include  the  Confidential  Information  and the  Company's
customer  goodwill  (hereinafter  referred  to and  defined  as  the  "Company's
Legitimate  Business  Interests")  and that the  Company's  Legitimate  Business
Interests would be harmed if Second Party engaged in competitive activities with
the Company anywhere in the United States of America; and

         WHEREAS,  the Company and Second Party,  pursuant to the  provisions of
Florida Statute 542.33 and 542.335 and the provisions of this Agreement, wish to
enter into an agreement  as embodied  herein  whereby  Second Party will refrain
from  owning,  managing,  or in any manner or  capacity  working  for a business
conducting  business  activities  which  are in  competition  with  those of the
Company as defined  herein and from  soliciting  customers  of the  Company  and
employees  of the Company for  competitive  purposes  as defined  herein  during
Second  Party's  employment  with the Company and during the period of two years
after Second  Party's  cessation  of  employment  for  whatever  reason with the
Company in the  geographical  location of anywhere  within the United  States of
America.

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
covenants and  agreements of the parties  herein  contained,  and for additional
good and  valuable  consideration  the  receipt  and  sufficiency  of which  are
acknowledged by the parties,  including,  but not limited to, the Second Party's
employment  with  the  Company  and  the  continuation  of  the  Second  Party's
employment with the Company, the parties mutually agree as follows:

         1.  CONFIRMATION  OF  RECITALS - The  foregoing  recitals  are true and
correct  and are  hereby  ratified  and  confirmed  by the  parties  and made an
integral  part of this  Agreement;  as such,  the recitals  shall be used in any
construction  of this  Agreement,  especially as it relates to the intent of the
parties.

<PAGE>


         2. DEFINITION OF COMPETITION - For purposes of this Agreement:

            a. Except as set forth in c. and d. below,  "Competition" shall mean
the  creation,  development,  manufacture  or sale of products or systems  using
presence  sensing  technology,  based upon  capacitance  and/or  near field (two
meters or less)  radio  frequency,  developed  or  acquired by the Company on an
exclusive basis.

            b.   "Competition   shall  also  mean  the  creation,   development,
manufacture  or sale of  products  or  systems  that are  based  upon any  other
technology  developed  or acquired by the  Company on an  exclusive  basis ("New
Technology").

            c.  Unless the based upon  items  below are part of New  Technology,
"Competition" shall NOT mean the creation,  development,  manufacture or sale of
products  or systems  used for sensing  that are based upon  lenses,  beams,  or
emitters (current examples being passive  infrared,  heat detection,  microwave,
radio  frequency  (which is not in  combination  with  capacitance  and which is
limited to far field [greater than two meters]), laser, ultrasonic,  cameras, or
systems based on beams of light).

            d.   "Competition"   shall  NOT  mean  the  creation,   development,
manufacture,  sale or resale of products or systems  which  would  otherwise  be
within the definition of Competition,  but which have been expressly  authorized
or   sanctioned  by  the  Company   through  the  sale  of  products,   license,
distribution, or other written agreements.

         3. NON-COMPETE - The  Second Party will not do, or intend to do, any of
the following,  either directly or indirectly,  during Second Party's employment
with the Company and during the  periods  set forth below after  Second  Party's
cessation of employment  with the Company,  anywhere within in the United States
of America:

            a. Own,  manage,  operate,  control,  consult  for, be an officer or
director  of, work for,  or be  employed  in any  capacity by any company or any
other  business,  entity,  agency or organization  which conducts  operations or
activities  that are in  Competition  with those of the  Company  for six months
after cessation of employment with the Company; or

            b. Solicit prior, current or future customers of the Company for any
purpose  in  Competition  with the  Company;  for one year  after  cessation  of
employment with the Company or

            c. Solicit any current or future  employees  employed by the Company
without the Company's  consent for one year after  cessation of employment  with
the Company.

            The Second Party and Company agree that the phrase  "Second  Party's
cessation of employment with the Company" as used in this  Agreement,  refers to
any  separation  of Second  Party  from his  employment  at the  Company  either
voluntarily or involuntarily, either with cause or without cause, or whether the
separation  is at the behest of the  Company or the  Second  Party  (hereinafter
referred  to and  defined as "Second  Party's  Cessation  of  Employment").  For
purposes of this  Agreement and for purposes of  determining  activity  which is
covered  by  the  non-compete  provisions  of  this  Agreement,  Second  Party's
Cessation of  Employment  shall not include  termination  of  employment  by the


                                       2
<PAGE>


Company without cause unless all severance  obligations of the Company are being
fully and completely honored and satisfied by the Company. In the event that the
Company  terminates Second Party's  employment  without cause and fails to fully
and  completely  honor and satisfy  the  severance  provisions,  so long as such
failure shall continue this Covenant Not to Compete shall be  unenforceable  and
of no effect.

         4.  MEDIATION  - In the event the Company  deems that Second  Party has
breached  this  Agreement,  the Company and Second Party agree that prior to the
Company  pursuing its remedies under  Paragraph 5 below,  the Company and Second
Party shall, in good faith,  endeavor to resolve all claims or disputes  arising
from or  relating  to the  terms  of this  Agreement,  first by  mediation.  The
mediation shall be conducted by a mediator selected by the parties, and shall be
concluded  not more than 10 business days  following  the Company's  delivery of
notice of breach to the Second Party (the "Mediation Period").  In the event the
parties  are unable to reach a  resolution  during  the  Mediation  Period,  the
Company  shall then be entitled to seek relief in accordance  with  Paragraph 5.
The parties  acknowledge  and agree that the Cure Period as defined in Paragraph
6.2 of the  Employment  Agreement  between  the Second  Party and the Company to
which this Agreement is attached as Exhibit "C" shall run concurrently with (and
not be in addition to) the Mediation Period.

         5.  INJUNCTION AND DAMAGES - Second Party agrees that this Agreement is
important,  material,  confidential,  and  gravely  affects  the  effective  and
successful conduct of the business of the Company, and it effects its reputation
and good will and is  necessary  to protect the  Company's  Legitimate  Business
Interests.  Second  Party  recognizes  and agrees that the  Company  will suffer
irreparable  injury in the event of Second  Party's  breach of any  covenant  or
agreement  contained herein and cannot be compensated by monetary damages alone,
and Second Party therefore  agrees that the Company,  in addition to and without
limiting  any other  remedies  or rights  that it may have,  either  under  this
Agreement or otherwise,  shall have the right to obtain injunctive relief,  both
temporary  and  permanent,  against the Second Party from any court of competent
jurisdiction ("Court") if granted by the Court. Second Party further agrees that
in the event of Second  Party's  breach of any covenant or  agreement  contained
herein, the Company, in addition to its right to obtain injunctive relief, shall
further  be  entitled  to  seek   damages,   including,   but  not  limited  to,
compensatory,  incidental,  consequential,  exemplary, and lost profits damages.
Second Party agrees to pay the Company's  reasonable  attorney's  fees and costs
for enforcement of this Agreement, if the Second Party breaches this Agreement.

         6.  MISCELLANEOUS  -  Wherever  used  in  this  Agreement,  the  phrase
"directly  or  indirectly"  includes,  but is not limited to Second Party acting
through Second Party's wife, children,  parents, brothers, sisters, or any other
relatives,  friends,  trustees, agents, associates or entities with which Second
Party is  affiliated  with in any  capacity.  Upon approval of a majority of the
Company's  Board  of  Directors,  the  Company  may  waive a  provision  of this
Agreement only in a writing signed by a representative of the Board of Directors
of the  Company  and  specifically  stating  what is  waived.  The rights of the
Company  under  this  Agreement  may  be  assigned;   however,   the  covenants,
warranties,  and obligations of the Second Party cannot be assigned  without the
prior  written  approval of the  Company.  The title of this  Agreement  and the
paragraph headings of this Agreement are not substantive parts of this Agreement
and  shall not limit or  restrict  this  Agreement  in any way.  This  Agreement
survives after the Second Party's Cessation of Employment.  No change, addition,
deletion,  or amendment of this Agreement  shall be valid or binding upon Second
Party or the  Company  unless in  writing  and  signed  by Second  Party and the
Company. This Agreement is intended to be a valid contract under Sections 542.33


                                       3
<PAGE>


and 542.335,  Florida Statutes.  In the event a court of competent  jurisdiction
determines  any covenant set forth herein to be too broad to be  enforceable  or
determines  this  Agreement to be  unreasonable,  then said court may reduce the
geographical area and/or the length of time provisions  herein, in order to make
this Agreement  enforceable and reasonable.  This Agreement shall be governed by
Florida  law.  The parties  agree that venue for any action  brought  under this
Agreement shall be in Sarasota  County,  Florida.  In construing this Agreement,
neither of the parties hereto shall have any term or provision 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 Second Party.

         7. SECOND PARTY  ACKNOWLEDGMENT - The Second Party acknowledges that he
has  voluntarily  and  knowingly  entered  into  this  Agreement  and that  this
Agreement  encompasses the full and complete  agreement between the parties with
respect to the matters set forth herein.

         Executed this 25th day of March 2004.

    INVISA INC.                                      SECOND PARTY


By: ____________________________________             __________________________
    Herb M. Lustig                                   Charles Yanak
    President, CEO and Authorized Representative



                                       4
<PAGE>

                  CONFIDENTIALITY/WAIVER OF INTEREST AGREEMENT


         THIS AGREEMENT is made and entered into by and between  Invisa,  Inc. a
Nevada  corporation  (hereinafter  referred to and defined as the "Company") and
Charles Yanak (hereinafter referred to and defined as the "Second Party").

         WHEREAS,  the  Company  is in the  business  of  creating,  developing,
manufacturing and marketing safety and security systems using technology,  based
upon radio frequency  and/or  capacitance  sensing  developed or acquired by the
Company on an exclusive basis (the "Technology").

         WHEREAS,  the  Company is the owner of the  Technology,  and all future
inventions, improvements, modifications or alterations to the Technology; and

         WHEREAS,  Second  Party is an  employee  and officer of the Company who
stands to benefit if the Company is successful  and profitable  through  meeting
its business goals and objectives; and

         WHEREAS, Second Party is fully aware and knowledgeable of the Company's
products   utilizing  the   Technology  in  existence  as  of  the  date  hereof
("Products"); and

         WHEREAS,  Second  Party  recognizes  that by virtue  of Second  Party's
relationship  with the  Company,  Second  Party  has or will  acquire  a special
knowledge of the Company's Confidential Information as defined in Paragraph 4 of
this Agreement  ("Confidential  Information")  and the Information as defined in
Paragraph 5 of this Agreement ("Information"); and

         WHEREAS,  Second Party  acknowledges  that the  Company's  Confidential
Information and the Information represent valuable, special and unique assets of
the Company; and

         WHEREAS,  Second  Party  acknowledges  that  the  Company's  legitimate
business interests include the Confidential  Information,  Information,  and the
Company's  customer  goodwill  (hereinafter  referred  to and  defined  as  "the
Company's  Legitimate  Business  Interests")  and that the Company's  Legitimate
Business Interests would be harmed if Second Party would divulge or disclose the
Confidential  Information or the Information to any third-party while the Second
Party  is an  Employee  of the  Company.  or  thereafter  as set  forth  in this
Agreement; and

         WHEREAS,  in addition to the foregoing,  the Second Party  acknowledges
that it is in Second Party's and the Company's best interest that the Technology
and any future  improvements,  modifications,  or alterations to the Technology,
and any products  related thereto  developed by or with the assistance of Second
Party shall be the exclusive property of the Company.

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
covenants and  agreements of the parties  herein  contained,  and for additional
good and  valuable  consideration  the  receipt  and  sufficiency  of which  are
acknowledged by the parties,  including,  but not limited to, the Second Party's
employment  with  the  Company  and  the  continuation  of  the  Second  Party's
employment with the Company, the parties mutually agree as follows:


<PAGE>

                                                                              2


         1.  CONFIRMATION  OF  RECITALS.  The  foregoing  recitals  are true and
correct and are hereby  ratified  and  confirmed  by the parties and are made an
integral  part of this  Agreement;  as such,  the recitals  shall be used in any
construction  of this  Agreement,  especially as it relates to the intent of the
parties.

         2. WAIVER OF INTEREST.  Second Party  acknowledges  and agrees that the
Company  shall be the  sole  and  exclusive  owner  of all  rights  in or to the
Technology and the Products and all drawings, designs, confidential ideas, trade
secrets,  documentation,   annotation  and  other  information  related  to  the
Technology  and the Products  whether  developed  by Second Party or  otherwise,
including  any  patent  applications,  patents,  trade  names,  trademarks,  and
copyrights related thereto.

                  Accordingly,   Second  Party  irrevocably,   perpetually,  and
absolutely  assigns and relinquishes to the Company all right,  title,  claim or
interest  Second Party has or may have in or to the  Technology and the Products
and all drawings,  designs,  confidential  ideas, trade secrets,  documentation,
annotation  and other  information  related to the  Technology and the Products,
whether  developed  by Second  Party or with the  assistance  of  Second  Party,
including  any  patent  applications,   patents,  trade  names,  trademarks  and
copyrights  related  thereto,  and Second  Party  agrees to execute  any and all
documentation necessary to effectuate the above described transfer of ownership.

         3. FUTURE  IMPROVEMENTS.  Second Party acknowledges and agrees that the
provisions  of  Paragraph  2 above shall  govern and apply to any  improvements,
modifications  or  alterations  to the  Technology and the Products as fully and
completely it as applies to the  Technology and the Products in existence on the
date hereof. Second Party further acknowledges and agrees that the provisions of
Paragraph 2 above shall govern and apply to any new technologies and products of
the  Company  and  any  improvements,   modifications,  or  alterations  to  new
technologies and products of the Company.

         4. CONFIDENTIAL INFORMATION.  As used in this Agreement,  "Confidential
Information"  shall mean any information  and data,  including but not by way of
limitation, the following:  product information,  sources of supply, contractual
relationships,  other advantageous relationships,  prototypes,  sales, marketing
and distribution  strategies,  customer lists,  financial  information,  and any
other information and data,  whether in oral,  written,  or electronic form. The
information and data covered under this Paragraph shall be deemed  "Confidential
Information"  only  if all of  the  following  criteria  are  satisfied:  1) the
information  and  data  relates  to  the  business  of the  Company;  and 2) the
information  and  data are the  property  of the  Company.  Second  Party  shall
maintain the Confidential Information, on a confidential basis, and not disclose
nor  divulge  same  to any  third  party,  during  the  term of  Second  Party's
Employment Agreement with the Company and for a period of five years thereafter,
except as otherwise provided below:

         (a)    with advance approval of the Company;

         (b)    information  already in the possession of a third party prior to
                employment  and not  disclosed  to said  third  party by  Second
                Party;

         (c)    information which is part of the public domain;

         (d)    information which is disclosed  pursuant to a lawful requirement
                or good faith obligation to a governmental agency;


<PAGE>


                                                                              3

         (e)    information  which was  developed  independently  by the  Second
                Party not in violation of this Agreement.

         5.  FIVE-YEAR  NON-DISCLOSURE.  Second  Party  agrees that he will keep
confidential,  and not disclose or divulge to any third party during the term of
Second  Party's  Employment  Agreement with the Company and for a period of five
years thereafter, all information,  including any formula, pattern, compilation,
program,  device, method,  technique,  process,  schematic,  drawing, whether in
oral,  written or  electronic  form,  that  describes the  Technology  which the
Company has chosen not to patent or protect  through any other form of generally
accepted intellectual property protection  (`information").  For the purposes of
this Agreement, the Information shall not include:

         (a)    Information that Second Party disseminates with advance approval
                of the Company;

         (b)    Information  already in the possession of a third party prior to
                employment  and not  disclosed  to said  third  party by  Second
                Party;

         (c)    Information which is part of the public domain;

         (d)    Information which is disclosed  pursuant to a lawful requirement
                or good faith obligation to a governmental agency;

         (e)    Information  which was  developed  independently  by the  Second
                Party not in violation of this Agreement.

         6. NON-PUBLIC  INFORMATION.  Second Party acknowledges that the Company
is a public  company  which is reporting  under the  Securities  Exchange Act of
1934, and  accordingly,  is subject to certain  restrictions  with regard to the
dissemination of information which is otherwise not generally publicly available
("Material  Non-Public  Information"),   including,  but  not  limited  to,  the
requirements of Regulation FD under the Securities Act of 1933, as amended.

         7.  MEDIATION.  In the event the Company  deems that  Second  Party has
breached  this  Agreement,  the Company and Second Party agree that prior to the
Company  pursuing its remedies under  Paragraph 8 below,  the Company and Second
Party shall, in good faith,  endeavor to resolve all claims or disputes  arising
from or  relating  to the  terms  of this  Agreement,  first by  mediation.  The
mediation shall be conducted by a mediator selected by the parties, and shall be
concluded  not more than 10 business days  following  the Company's  delivery of
notice of breach to the Second Party (the "Mediation Period").  In the event the
parties are unable to reach a resolution  during the  Mediation  Period,  or the
mediation has not occurred or reached  resolution  within the Mediation  Period,
the Company shall then be entitled to immediately  pursue  injunctive relief and
any other remedy in accordance  with  Paragraph 8. The parties  acknowledge  and
agree  that the Cure  Period  as  defined  in  Paragraph  6.2 of the  Employment
Agreement  between the Second  Party and the Company to which this  Agreement is
attached as Exhibit "D", shall run concurrently with (and not be in addition to)
the Mediation Period.

         8.  INJUNCTION AND DAMAGES.  Second Party agrees that this Agreement is
important,  material and gravely affects the effective and successful conduct of
the business of the Company,  and it also affects the Company's  reputation  and
goodwill,  and  is  necessary  to  protect  the  Company's  Legitimate  Business
Interests.  The Second Party further recognizes and agrees that the Company will
suffer  irreparable injury in the event of Second Party's breach of any covenant
or agreement  contained in this  Agreement and cannot be compensated by monetary
damages  alone.  Accordingly,  the Second Party agrees that,  in addition to and

<PAGE>


                                                                              4

without  limiting  any other  remedies or rights that the Company may have,  the
Company shall have the right to obtain  injunctive  relief,  both  temporary and
permanent.  against the Second  Party from any court of  competent  jurisdiction
("Court") if granted by the Court.  In addition to said injunctive  relief,  the
Company shall also be entitled to seek damages,  including,  but not limited to,
compensatory,  incidental,  consequential,  exemplary, and lost profits damages.
Second Party agrees to pay the Company's  reasonable  attorney's  fees and costs
for enforcement of this Agreement, if the Second Party breaches this Agreement.

         9. GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Florida.  The parties agree that venue
for  enforcement of any type under this Agreement  shall be in Sarasota  County,
Florida.

         10. SURVIVORS.  This Agreement survives after Second Party is no longer
an employee of the Company.

         11. MISCELLANEOUS.  No change, addition, deletion, or amendment of this
Agreement  shall be valid or binding upon Second Party or the Company  unless in
writing and signed by Second Party and the Company.  Upon approval of a majority
of the Company's  Board of Directors,  the Company may waive a provision of this
Agreement only in a writing signed by a representative of the Board of Directors
of the  Company  and  specifically  stating  what is  waived.  The rights of the
Company  under this  Agreement  may be  assigned;  however,  the  covenants  and
agreements of the Second Party  pursuant to this  Agreement  cannot be assigned.
The title of this Agreement and the paragraph headings of this Agreement are not
substantive  parts  of this  Agreement  and  shall  not  limit or  restrict  the
Agreement  in any way.  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 Second Party.

         12. SECOND PARTY  ACKNOWLEDGMENT.  The Second Party  acknowledges  that
Second Party has voluntarily and knowingly  entered into this Agreement and that
this Agreement  encompasses the full and complete  agreement between the parties
with respect to the matters set forth herein.

Executed this 25th day of March 2004.


    INVISA, INC.                                      SECOND PARTY





By: ___________________________________               _________________________
    Herb M. Lustig                                    Charles Yanak
    President, CEO and Authorized Representative