ex10_54.htm


    Exhibit
      10.54


    FOREBEARANCE
      AND MODIFICATION AGREEMENT

    


             This
      Forbearance and Modification Agreement (this "Agreement") by and between Invisa,
      Inc., a Nevada corporation, having a business at 6935 15th  Street,
      Suite 120, Sarasota, Florida, 34243 (the “Borrower”), and Centurian Investors,
      Inc., a Delaware corporation, having an address at 290 Cocoanut Avenue, Suite
      1A, Sarasota, Florida 34236 (the “Lender”) is entered into as of this 9th day of
      November, 2007 and shall be effective as of the date hereof (the “Effective
      Date”).

    


    RECITALS:

    


    WHEREAS,
      Lender and Borrower are
      parties to a certain Promissory Note, dated February 28, 2007, in the principal
      amount of up to One Hundred Fifty Thousand ($150,000.00) (the “First Note”),
      that certain Promissory Note, dated July 25, 2007 in the principal amount of
      Fifty Thousand ($50,000) dollars (the “Second Note”), and that certain
      Promissory Note, dated November 9th, 2007 in the principal amount of Fifty
      Thousand ($50,000) dollars (the “Third Note; the First Note, Second Note and
      Third Note being hereinafter collectively referred to as the “Notes”);
      and

    


    WHEREAS,
      the Notes are secured by (a)
      an aggregate of Thirty Three Million Three Hundred Thirty Three Thousand Three
      Hundred Thirty Two (33,333,332) shares of common stock of Borrower and (b)
      a
      first priority lien on all of the assets of Borrower as more specifically
      described in the Notes and that certain General Security Agreement, dated
      February 28, 2007 (the “Security Agreement” the Notes and the Security
      Agreement, together with all documents executed in connection therewith being
      hereinafter referred to collectively as the “Loan Documents”); and

    


    WHEREAS,
      Borrower hereby requests
      Lender’s forbearance with respect to certain provisions of the Notes;
      and

    


    WHEREAS,
      Borrower and Lender desire
      to modify certain of the provisions of the Notes as more specifically set forth
      herein.

    


    NOW
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    1.              Terms
      used herein which are defined in the Loan Documents shall have the same meanings
      when used herein unless otherwise provided herein.

    


    2.              Without
      in any way waiving any existing Event of Default and at the request of the
      Borrower, Lender hereby agrees forbear from exercising any remedy available
      to
      Lender upon the occurrence of an Event of Default under paragraph 13(a)(i)
      of
      each of the First Note and Second Note from the Effective Date hereof and until
      the earlier of December 31, 2007 or an Acceleration under any provision other
      than paragraph 13(a)(i) under such Notes (the “Forbearance
      Period”).

    


    3.              The
      interest rate payable during the Forbearance Period shall be the Interest
      Rate.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    4.              Borrower
      understands and agrees that the remaining provisions of the Notes shall remain
      in full force and effect without any changes or modification except as expressly
      stated herein; including, without limitation, the cure periods set forth in
      paragraph 13(b) of the Notes.   Borrower further agrees that in
      the event that all principal and interest payments due and owing to Lender
      under
      the Notes are not paid in full on or before the Maturity Date, then, for
      purposes of paragraph 13(b) of the Notes, an Acceleration event shall be deemed
      to have occurred on the Maturity Date.  Borrower hereby waives any
      requirement by Lender to deliver to Borrower a Default Notice under paragraph
      13(b) of the Notes and agrees that the Maturity Date shall be deemed the date
      of
      the Default Notice for purposes of calculating the cure and other time periods
      set forth in paragraph 13(b) of the Notes.

    


    5.              The
      provisions set forth herein are limited precisely as written and shall not
      be
      deemed to (a) be a consent to, or waiver or modification of, any other term
      or
      condition of the Loan Documents, or (b) except as expressly set forth herein,
      prejudice any right or rights which the Lender may now have or may have in
      the
      future under or in connection with the Loan Documents or any of the other
      documents referred to therein. Except as expressly modified hereby or by express
      written amendments thereof, the terms and provisions of the Loan Documents
      or
      any other documents or instruments executed in connection with any of the
      foregoing are and shall remain in full force and effect. In the event of a
      conflict between this Agreement and any of the foregoing documents, the terms
      of
      this Agreement shall be controlling. The representations and warranties made
      in
      each Loan Document are true and correct in all material respects on and as
      of
      the date of this Agreement.

    


    6.              To
      induce the Lender to execute and deliver this Agreement (which representations
      shall survive the execution and delivery of this Agreement), Borrower represents
      and warrants to the Lender that:

     

    (a)
      this
      Agreement has been duly authorized, executed and delivered by it and constitutes
      the legal, valid and binding obligation, contract and agreement of the Borrower
      enforceable against it in accordance with its terms, except as enforcement
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium or similar
      laws
      or equitable principles relating to or limiting creditors' rights generally;
      and

     

    (b)
      the
      execution, delivery and performance by the Borrower of this Agreement (i) has
      been duly authorized by all requisite corporate action, (ii) does not require
      the consent or approval of any governmental or regulatory body, agency, or
      other
      party and (iii) will not (A) violate (1) any provision of law, statute, rule
      or
      regulation or its certificate of incorporation or bylaws, (2) any order of
      any
      court or any rule, regulation or order of any other agency or government binding
      upon it, or (3) any provision of any material indenture, agreement or other
      instrument to which it is a party or by which its properties or assets are
      or
      may be bound.

    


    7.              As
      a condition to and as consideration for the agreements of Lender set forth
      herein, Borrower shall:

     

    (a)
      pay
      to Lender  all  accrue all but unpaid interest on the
      Notes.;

     

    (b)
      prepay any and all remaining interest on the Notes from the date
      hereof  through December 31, 2007.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)
      pay
      to Lender a forbearance fee in the amount Two Thousand ($2,000.00) dollars
      which
      is equal to 1% of the aggregate principal amount of the Notes.

     

    (d)
      Borrower shall pay all costs and expenses of Lender in connection with this
      Agreement, including, without limitation, reasonable attorneys fees of
      Lender.

    .

    


    8.              None
      of the provisions of this Agreement shall inure to the benefit of Borrower
      or
      any person other than Lender. Consequently, Borrower shall not be, and no person
      other than the Lender shall be, entitled to rely upon or raise a claim or
      defense, in any manner whatsoever, the failure of Lender to comply with the
      provisions of this Agreement.  Lender shall

    not
      incur
      any liability to Borrower or any other person for any act or
      omission  whatsoever.

    


    9.              This
      Agreement and the rights and obligations of the parties hereunder and under
      the
      Forbearance Agreement shall be construed in accordance with and be governed
      by
      the laws of the State of Florida.

    


    10.              This
      Agreement and the documents referred to herein represent the entire
      understanding of the parties hereto regarding the subject matter hereof and
      supersede all prior and contemporaneous oral and written agreements of the
      parties hereto with respect to the subject matter hereof.

    


    11.              This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts and all of such counterparts shall together constitute
      one and the same instrument. Complete sets of counterparts shall be lodged
      with
      the Borrower and the Lender.

    


    IN
      WITNESS WHEREOF, this Agreement is
      executed as of the date first written above and shall be effective as of the
      Effective Date.

     

     

    


    
      	INVISA,
              INC. 	 	 	CENTURIAN
              INVESTORS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Edmund C. King

            	 	 	
               

            	 
	
              Name:  
                Edmund C. King    

            	 	 	
              Name:

            	 
	
              Title:    
                Chief Financial Officer     

            	 	 	
              Title:

            	 


    

     

     

     

     

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