EXHIBIT 10.90

                               FIRST AMENDMENT TO
                        INVISA, INC. 2003 INCENTIVE PLAN

      WHEREAS,  the Invisa,  Inc. 2003  Incentive  Plan was  established  by the
Company effective as of January 2, 2003 (the "Plan"); and

      WHEREAS,  Section 3.3 of the Plan  provides  the Board of  Directors  with
great flexibility in connection with the grant of options thereunder; and

      WHEREAS,  the Company has determined that certain amendments are needed to
the Plan in order to clarify the discretion granted to the Board of Directors to
deviate from specific provisions of the Plan when necessary and appropriate when
granting awards under the Plan; and

      WHEREAS, the Company has also determined that other clarifying  amendments
are needed to the Plan.

      NOW, THEREFORE,  in consideration of the premises,  the Company adopts the
following provisions as the First Amendment to the Plan.

      1. Defined Terms.  All capitalized  terms in this First Amendment have the
same meanings as set forth in the Plan.

      2. Form of Option.  In the event an Option is  designated  as an Incentive
Stock Option when granted, but the terms of the Option Agreement or other events
occur to disqualify  the Option from being treated as an Incentive  Stock Option
under the Plan or otherwise, the Option as granted shall be automatically deemed
to be a  Nonqualified  Stock Option and shall remain subject to the terms of the
Option Agreement.

      3. Stock Adjustments.  Section 4.2 of the Plan is hereby deleted,  and the
following is substituted in lieu thereof:

      4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE

      In the  event of  changes  in all of the  outstanding  shares  of Stock by
      reason  of stock  dividends,  stock  splits,  recapitalizations,  mergers,
      consolidations,   combinations,   or  exchanges  of  shares,  separations,
      reorganizations  or  liquidations,  or similar events,  or in the event of
      extraordinary  cash or non-cash  dividends  being declared with respect to
      the shares of Stock,  or  similar  transactions  or events,  the number of
      Shares and class of Stock available  under the Plan in the aggregate,  the
      number  of  Shares  and  class of Stock  subject  to  Options  theretofore
      granted,  applicable purchase prices and all other applicable  provisions,
      shall, subject to the provisions of the Plan, be equitably adjusted by the
      Board, or the Committee if one has been appointed  (which  adjustment may,
      but need not,  include  payment to the holder of an Option,  in cash or in
      shares,  in an amount equal to the  difference  between the price at which


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      such Option may be exercised and the then current Fair Market Value of the
      shares of Stock  subject to such  Option as  equitably  determined  by the
      Board or the Committee,  as the case may be). The foregoing adjustment and
      the manner of application of the foregoing  provisions shall be determined
      by the Board or the Committee, as the case may be, in its sole discretion;
      provided,  however,  that to the extent  applicable,  any adjustment to an
      Incentive  Stock Option shall be made in a manner  consistent with Section
      424 of the Code. Any such  adjustment  may provide for the  elimination of
      any fractional share which might otherwise become subject to an Option.

      4. Stock Restrictions.  The following shall be added to the first sentence
of Section  6.6 of the Plan to clarify  that the Board may provide in the option
agreement that an option grant is not subject to the right of first refusal:

      "Except as otherwise provided in the option agreement,".....

      5.  Repurchase  Rights.  The following  shall be added to the beginning of
Section 10.1 of the Plan:

      "Except as otherwise provided in the option agreement,".....

      6. Right of First  Refusal.  The word  "option"  shall be  inserted in the
first  sentence  of  Section  10.2 of the Plan  before the word  "agreement"  to
clarify that it refers to the option agreement.

      7.  Ratification  of the Plan as Amended.  The Company hereby ratifies and
approves the Plan as amended.

      IN WITNESS WHEREOF,  the undersigned officer of the Company certifies that
the foregoing sets forth the First Amendment to the Invisa,  Inc. 2003 Incentive
Plan, as duly adopted by the Board of Directors.

      Signed on April 13, 2004 and effective as of November 6, 2003.

                                                          INVISA, INC.



                                               By: /s/ Edmund C. King
                                                   ----------------------------
                                                   Edmund C. King
                                                   Its Chief Financial Officer