Exhibit 10.86

                               SEVERANCE AGREEMENT

          This Severance Agreement (the "Agreement") is effective as of the 31st
day of  December  2003 by and between  Invisa,  Inc. a Nevada  corporation  (the
"Company") and William W. Dolan ("Dolan").

                                    RECITALS:

          WHEREAS, Dolan has been employed by the Company as Secretary,  General
Counsel and Industry Liaison pursuant to an Employment Agreement dated as of May
15, 2001 ("May 15 Employment Agreement"); and

          WHEREAS, on December 28, 2003, Dolan, for personal reasons,  submitted
his 30-day Notice of voluntary  termination of the May 15 Employment  Agreement;
and

          WHEREAS,  the parties  acknowledge  that Dolan's  employment  with the
Company was terminated on December 31, 2003; and

          WHEREAS,  Dolan and the Company have determined that it is in the best
interest of Dolan and the Company to waive the 30-day notice  requirement  under
the May 15 Employment Agreement; and

          WHEREAS, Dolan and the Company have agreed to the terms of a severance
arrangement which is memorialized by this 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 Dolan agree as follows:

          1. TERMINATION OF EMPLOYMENT.  Dolan's last day of employment with the
Company was December 31, 2003.  In addition,  Dolan and the Company  acknowledge
that the May 15, 2001 Employment  Agreement  shall be cancelled,  void and of no
effect,  following  the date  written  above.  Accordingly,  Dolan  shall not be
entitled  to any  compensation  or  benefits  under  the  Employment  Agreement,
including,   without  limitation,   any  severance,  car  allowance,  or  health
insurance.

          2.  COVENANT NOT TO COMPETE AND  CONFIDENTIALITY  AGREEMENT.  Attached
hereto is a Covenant Not to Compete and a  Confidentiality  Agreement/Waiver  of
Interest  Agreement  which the Company  and Dolan  agree  shall be entered  into
simultaneously   with  the  execution  of  this  Agreement   (collectively   the
"Non-Compete  and   Confidentiality   Agreements"),   and  the  parties  further
acknowledge  and  agree  that the  Non-Compete  and  Confidentiality  Agreements
supersede  and  replace,  in their  entirety,  the  Covenant  Not to Compete and
Confidentiality  Agreements  previously  entered  into by the parties on May 15,
2001. The parties further  acknowledge that the mediation and remedy  provisions
contained in Paragraphs 4 and 5 of the  Non-Compete  Agreement and  Paragraphs 7
and 8 of the Confidentiality Agreement respectively,  are the dispute resolution
and  remedy  provisions  that  govern  the  parties  under the  Non-Compete  and
Confidentiality

<PAGE>

Agreements respectively.  To this extent, Section 10 of this Agreement shall not
be applicable to the Non Compete and Confidentiality Agreements,

          3. RESTRICTION ON SALES OF SHARES. The Company acknowledges and agrees
that all of the 551,941 shares of the Company's common stock issued to and owned
by Mr. Dolan ("Dolan Shares") are fully vested,  non-assessable,  and subject to
no defenses or claims of any nature or kind.  The Company and Dolan  acknowledge
that the  Dolan  Shares  are  currently  held by  Michael  Morrison  as  Trustee
("Trustee")  of the William W. Dolan  Irrevocable  Trust, a Trust created by Mr.
Dolan in which he is the beneficiary ("Trust"). Dolan and Trustee agree that any
sales  of  Dolan  Shares  shall  be  made in  accordance  with  Rule  144 of the
Securities  Act of 1933,  and that:  (i) during the period from  January 1, 2004
through June 30 2004,  there will be no sales of Dolan  Shares;  (ii) during the
period from July 1,2004  through  December  31,2004,  any sales of Dolan  Shares
shall be limited to no more than 5,000 Dolan Shares per month;  and (iii) during
the period from  January 1, 2005 through  December 31, 2005,  any sales of Dolan
Shares  shall be  limited to no more than  10,000  Dolan  Shares per month.  The
Company  agrees that it will  furnish any legal  opinions or other  documents as
requested by Dolan or his broker in  connection  with any such Rule 144 sales of
Dolan Shares within five business days of the Company's receipt of said request.
The  Trustee  joins in this  Agreement  for the  purpose  of being  bound by the
provisions of this  Paragraph and  Paragraph 11 of this  Agreement.  The Company
acknowledges  that the  restrictions  on sales set forth in this  Paragraph  are
applicable  only to the Dolan Shares,  and are not applicable to shares owned by
trusts  created by Samuel S. Duffey for his family  members  (i.e.  - Spencer C.
Duffey  Irrevocable Trust u/a/d 7/29/98,  Elizabeth  Rosemary Duffey Irrevocable
Trust u/a/d  7/29/98,  Grace Duffey  Irrevocable  Trust u/a/d 1/16/00) which are
trusts in which Mr. Dolan serves as the trustee.

          4. FORGIVENESS OF COMPANY  OBLIGATIONS BY DOLAN.  Dolan forgives notes
and  interest  due him from the Company as a result of the Radio  Metrix  Merger
transaction in the amount of $71,812.52.

          5. ACCRUED COMPENSATION.  The parties  acknowledge  that Dolan is owed
$140,000 in accrued  salary and bonuses  ("Accrued  Compensation").  The Company
shall pay Dolan the Accrued Compensation as follows:

                  i. $6,000.00 on or before January 31, 2004; and

                  ii. Beginning in February 2004 and in each  consecutive  month
thereafter  until the Accrued  Compensation  has been paid in full,  the Company
shall deliver to Dolan a payment of $3,500  ("$3,500  Payment"),  and the $3,500
Payment  shall be  delivered  no later than on the last day of each  consecutive
month;

                  In the event a $3,500  Payment is not timely made, the Company
shall  have a cure  period of 30 days from the due date to  deliver  the  $3,500
Payment.

          6.  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,  or delivered by fax to the recipient at the address or
fax number indicated below:


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<PAGE>

                To the Company:                 To William W. Dolan:

                Invisa, Inc.                    William W. Dolan
                4400 Independence Court         3440 Gulf of Mexico Drive
                Sarasota, Florida 34234         Longboat Key, Florida 34228
                (941) 355-9373                  (941) 383-3624

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.

          7.  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  provisions  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.

          8. COMPLETE AGREEMENT.  Except for the Non-Compete and Confidentiality
Agreements,  and the three Stock Option Agreements between Dolan and the Company
(i.e.- the December 20, 2000 Agreement;  the January 22, 2002 Agreement; and the
October 15, 2003 Agreement), this Agreement contains the entire agreement of the
parties and  supersedes  and preempts any prior  understandings,  agreements  or
representations  between Dolan and the Company,  including,  without limitation,
the May 15, 2001 Employment Agreement. Notwithstanding anything to the contrary,
the parties  acknowledge  that this Agreement  shall not affect,  in any manner,
that certain  agreement made by and among the Company,  the Pharis Duffey Family
Foundation,  Inc., Spencer C. Duffey Irrevocable Trust u/a/d 7/29/98,  Elizabeth
Rosemary Duffey Irrevocable Trust u/a/d 7/29/98,  Grace Duffey Irrevocable Trust
u/a/d 1/16/00,  Debra Finehout  Duffey,  and Duffey & Dolan,  P.A.,  dated as of
November 13, 2003, which shall remain in full force and effect.

          9. 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.

          10.  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  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


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<PAGE>

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.

        11. REMEDIES.

                  Dolan  Breach - In the event  Dolan or  Trustee  make sales of
Dolan Shares  during the period from  January 1, 2004 through  December 31, 2005
("Restricted  Sales Period") in excess of the amounts  permitted under Paragraph
3, Dolan or Trustee  shall immediately  forfeit  and  deliver to the Company the
gross proceeds  generated from the sale of the excess amount of shares  ("Excess
Sales Forfeiture Delivery"). In order for the Company to have knowledge of sales
of Dolan Shares  during the  Restricted  Sales  Period,  Dolan or Trustee  shall
notify the Company  each time a sale order for the sale of Dolan  Shares is made
("Sales Notice").  The Sales shall be in writing and delivered to the Company no
later than at the same time the sale order is submitted.  Further,  in the event
Dolan or Trustee  make excess  sales of Dolan  Shares as  described in the first
sentence of this  Paragraph,  the Company,  in addition to receipt of the Excess
Sales  Forfeiture  Delivery,  shall also be relieved  of any of its  obligations
under Paragraph 5 of this Agreement.

                  Company  Breach  - In  the  event  the  Company  breaches  its
obligations under Paragraph 5 of this Agreement,  Dolan shall be relieved of any
of his obligations under Paragraph 3 and this Paragraph 11 of this Agreement.

          12. AMENDMENTS/WAIVERS.  This Agreement may only be modified, amended,
or waived by a writing duly authorized and executed by all parties.  The failure
of either party to require performance of any of the provisions herein shall not
operate as a waiver of that party's right to require  strict  performance of the
same or like provisions, or any other provisions hereof, at a later time.

          13.  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 Dolan.

          14. 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.  Further, in addition to being binding on each of the parties hereto,
this Agreement shall be binding upon their respective personal  representatives,
heirs, beneficiaries, trustees, successors and assigns, and the benefits of this
Agreement shall inure to the benefit of each of the foregoing.

          15.  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.


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<PAGE>

          16.  MISCELLANEOUS.  Captions are for convenience  only. In construing
this  Agrement,  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.

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

INVISA, INC.


By: /s/ Herb M. Lustig







              /s/ William W. Dolan
    ----------------------------               --------------------------------
    Herb M. Lustig, CEO                        William W. Dolan


Date: 1/6/04                                   Date: 1-06-04
      --------------------------                     --------------------------


          For the purposes of Paragraphs 3 and 11 of this Agreement, the Trustee
joins in this Agreement.


William W. Dolan Irrevocable Trust



By: /s/ Michael Morrison                       Date: 7 Jan 04
    ----------------------------                     --------------------------
    Michael Morrison, as Trustee




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