Exhibit 10.89

                                 "INVISA, INC."

   2003-A EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN


1.      Purpose.

        The purpose of this plan (the "Plan") is to secure for Invisa, Inc. (the
"Company")  and  its  shareholders  the  benefits  arising  from  capital  stock
ownership by employees,  officers and directors of, and  consultants or advisors
to, the Company and its parent and subsidiary  corporation who have  contributed
to the Company in the past and who are expected to  contribute  to the Company's
future growth and success. Except where the context otherwise requires, the term
"Company"  shall include the parent and all present and future  subsidiaries  of
the Company.

2.      Issuance of Stock Options and Administration.

        a.  Authorization  of Option Issuance -- The issuance of options for the
purchase of shares of the Company's  Common Stock  pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (the "Board"),  or
a committee (the "Committee") designated by the Board of Directors.

        b.  Administration -- The Plan will be administered by the Board,  whose
construction and interpretation of the terms and provisions of the Plan shall be
final  and  conclusive.  The  Board  may,  to the full  extent  permitted  by or
consistent with applicable laws or regulations  including,  without  limitation,
applicable state laws and Rule 16b-3 promulgated  under the Securities  Exchange
Act of 1934 (the "Exchange Act"), or any successor rate (Rule 16b-3"),  delegate
any or all of its powers  under the Plan to a Committee  appointed by the Board,
and if the  Committee is so appointed  all  references to the Board in this Plan
shall  mean and relate to such  Committee.  The Board  may,  in its  discretion,
authorize  the issuance of stock  options for the purchase of Common Stock under
this Plan. The Board shall have authority,  subject to the express  provision of
the Plan, to construe the respective stock option  agreements,  and the Plan, to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan,  to
determine the terms and  provisions of the prescribed  stock option  agreements,
which  need  not be  identical,  and to make  all  other  determinations  in the
judgment of the Board necessary or desirable for the administration of the Plan.
The Board may  correct  any  defect or supply  any  omission  or  reconcile  any
inconsistency  in the Plan or in any stock option agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency.  No other director or person acting
pursuant to authority  delegated by the Board or the  Committee  shall be liable
for any action or determination under the Plan made in good faith.

3.      Eligibility.

        a.  General -- Options  may be issued to persons who are, at the time of
issuance,  employees or officers and directors of, or consultants or advisors to
the Company.

        b.  Issuance of Stock Options to Officers and Directors -- The selection
of an officer or  director as a recipient  of stock  options,  the timing of the
stock option issuance, and the number of shares subject to the issuance shall be
determined either (i) by the Board or the Compensation Committee, or (ii) by two
or more directors having full authority to act in the matter.

        c. Issuance of Option -- Options may only be issued to eligible persons
(as defined in Section 3(a) above).

<PAGE>

4.      Stock Subject to Plan.

        Subject to adjustment as provided in Section 8 below, the maximum number
of shares of Common Stock of the Company which may be issued pursuant to options
granted under the Plan is 1,000,000 shares.

5.      Forms of Stock Option Agreements.

        As a condition to the issuance of options under the Plan, each recipient
of  an  option  shall  execute  a  stock  option  agreement  in  such  form  not
inconsistent  with the Plan as may be approved by the Board. Such agreements may
differ among recipients.

6.      Additional Provisions.

        The Board may, in its sole discretion,  include additional provisions in
stock  option  agreements  under  the  Plan,   including   without   limitations
restrictions on transfer,  repurchase  rights,  commitments to pay cash bonuses,
registration  rights under the  Securities  Act of 1933,  or such  provisions as
shall be determined by the Board; provided that such additional provisions shall
not be inconsistent with any other term or condition of the Plan.

7.      General Restrictions.

        The shares issued  pursuant to options  granted under this Plan shall be
subject to the requirements  that if, at any time,  counsel to the Company shall
determine that the listing,  registration or qualification  of the shares,  upon
any  securities  exchange or under any state or federal law, or that the consent
or approval of any  government  or regulatory  body,  or that the  disclosure of
non-public  information or the  satisfaction of any other condition is necessary
as a condition of, or in  connection  with,  the issuance of shares  thereunder,
such  shares  may not be  issued,  in  whole or in part,  unless  such  listing,
registration,  qualification,  consent  or  approval,  or  satisfaction  of such
condition  shall have been effected or obtained on conditions  acceptable of the
Board.

8.      Adjustment Provisions for Recapitalization.

        If, through or as a result of any merger, consolidation,  sale of all or
substantially   all  of  the   assets  of  the   Company,   reorganization,   or
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other similar  transaction,  (i) the outstanding shares of Common Stock
are increased,  decreased or exchanged for a different  number or kind of shares
or  other  securities  of the  Company;  or  (ii)  additional  shares  or new or
different  shares or other  securities,  of the Company or other non-cash assets
are distributed with respect to such shares of Common Stock or other securities,
an appropriate  and  proportionate  adjustment may be made in the maximum number
and kind of shares reserved for issuance under the Plan.

9.      Substitute Stock.

        The Company may issue  stock  under the Plan in  substitution  for stock
held by employees  and  directors  of, or  consultants  or advisors to,  another
corporation who becomes employees of or consultant or advisors to the Company or
a subsidiary of the Company,  or as a result of the  acquisition by the Company,
or one of its subsidiaries,  or property or stock of the employing  corporation.
The  Company  may  direct  that  substitute  stock be issued  on such  terms and
conditions as the Board considers appropriate in the circumstances.


                                       2

<PAGE>

10.     No Special Employment Rights.

        Nothing  contained  in the Plan or in any option  issuance  shall confer
upon any  recipient  any right with  respect to the  continuation  of his or her
employment  by the Company or interfere in any way with the right of the Company
at any  time to  terminate  such  employment  or to  increase  or  decrease  the
compensation of the recipient.

11.     Amendment of the Plan.

        a. The Board may at any time, and from time to time, modify or amend the
Plan in any respect, except that if at any time the approval of the shareholders
of the Company is required  under the law or rule, the Board may not effect such
modification or amendment without such approval.

        b. The  termination or any  modification  or amendment of the Plan shall
not,  without the consent of a  recipient  of options,  affect his or her rights
under options previously granted to him or her. With the consent of the optionee
affected,  the Board may amend  outstanding  option  agreements  in a manner not
consistent with the Plan.

12.     Effective Date and Duration of the Plan.

        a. Effective Date -- The Plan shall become effective when adopted by the
Board.  Amendments to the Plan shall become effective when adopted by the Board.
Options may be granted under the Plan at any time after the  effective  date and
before the dated fixed as the termination date of the Plan.

        b. Termination -- Unless sooner expressly  terminated in accordance with
the  provisions of the Plan,  the Plan shall  terminate  upon the earlier of (i)
October 16, 2013;  or (ii) the date on which all shares  available  for issuance
under stock options granted under the Plan shall have been issued.

13.     Provisions for Foreign Participation.

        The Board may, without amending the Plan, modify stock issuances granted
to participants who are foreign  nationals or employed outside the United States
to recognize  differences in laws, rules, regulations or customs of such foreign
jurisdiction  with respect to tax,  securities,  currency,  employee benefits or
other matters.

14.     Registration of Shares.

        In the Board's  discretion,  the Board may agree with  respect to any or
all of the  shares  issued  under the Plan,  to  prepare  and file  Registration
Statements  on Form S-8,  which  Registration  Statements  may include  re-offer
prospectuses  as that term is defined in Form S-8, to register  and  continue to
keep effectively  registered for resale the shares issued as compensation  under
the Plan.

                                        Adopted by the Board of Directors
                                        October 15, 2003



                                       3