ex10_55.htm


    Exhibit
      10.55


     

    SENIOR
      SECURED PROMISSORY NOTE

     

    
      	
              $  50,000.00 

              Sarasota, Florida

            	
              November
                9,  2007

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, INVISA, INC., a Nevada corporation
      (“Borrower”) having an address at 6935 15th
      Street, Suite 120,
      Sarasota, Florida, 34243 promises to pay to the order of Centurian Investors,
      Inc, a Delaware corporation (“Lender”), having an office
      at 290  Cocoanut Avenue, Sarasota, Florida, or such other place as the
      Lender may designate in writing, the principal amount up to and not to exceed
      FIFTY
      THOUSAND United States Dollars (U.S. $50,000.00), to the extent advanced
      hereunder and then outstanding, with interest on the unpaid principal balance
      from the date of this Senior Secured Promissory Note (this
“Promissory Note”), until paid, at the Interest Rate (as
      hereinafter defined) provided herein. 

     

    
                            1.           Rate
        of Interest.  The outstanding principal balance of this
        Promissory Note shall bear interest at ten percent (10%) per annum (the
“Interest
        Rate”).

    

     

                          2.           Date
      and Time of Payment.  The outstanding principal balance
      of this Promissory Note, together with all accrued and unpaid
      interest,  shall be paid in full on earlier to occur of (a) the
      Maturity Date or (b) the date of termination of this Promissory Note, whether
      by
      its terms, by prepayment, or by acceleration.  All amounts outstanding
      hereunder shall constitute Borrower’s obligations hereunder, and such
      obligations include without limitation all principal, interest (including all
      interest which accrues after the commencement of any case or proceeding by
      or
      against Borrower in bankruptcy whether or not allowed in such case or
      proceeding), expenses, attorneys’ fees and any other sum chargeable to Borrower
      hereunder and owing to Lender under this Promissory Note (all such obligations
      and all other obligations of Borrower under this Promissory Note ,(the
“Obligations”).  No principal amount of this
      Note paid or prepaid may be reborrowed.

     

                          3.           Default
      Rate.  Notwithstanding Section 1, after the
      occurrence of any Event of Default and for so long as such Event of Default
      continues, and in any event from and after the Maturity Date, all principal,
      interest and other amounts payable under this Promissory Note shall bear
      interest until paid in full at a rate of interest equal to four percent (4%)
      above the per annum rate otherwise applicable hereunder (the “Default
      Rate”).

     

                          4.           Computation
      of Interest.  Interest on the principal amount hereof and
      all other Obligations shall be computed on the basis of a 360-day year, and
      shall be charged for the actual number of days elapsed during any month or
      other
      accrual period.

     

                          5.           Manner
      of Payment.  All payments by Borrower in respect of any
      Obligations shall be made without deduction, defense, set off or counterclaim,
      free and clear of all taxes delivered to Lender.

     

                          6.           Maturity.  To
      the extent not sooner due and payable in accordance with this Promissory Note,
      the Obigations  shall be due and payable on December 31, 2007 (the
“Maturity Date”).

    


    
      
        
          
          

        

        
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                            7.           Application
        of Payments.  All payments shall be applied to amounts
        then due and payable in the following order:  (a) to Lender’s costs
        and expenses reimbursable in connection herewith; (b) to interest accrued
        on the
        outstanding principal balance of this Promissory Note; (c) to the principal
        amount hereof; and (d) to all other Obligations, or in such other manner
        as
        Lender shall determine in its sole and exclusive discretion.

    

     

    
                            8.           Procedure
        for Borrowing and Use of Proceeds.The proceeds of
        this Promissory Note shall be funded in multiple advances (each, an
“Advance”) by Lender to Borrower in the amounts and on
        such dates as determined by Lender based on requests from
        Borrower.  Borrower shall give Lender notice requesting that Lender
        make an Advance in accordance herewith specifying (a) the Borrowing Date,
        (b)
        the amount requested and (c) a detailed, itemized list of the use of such
        Advance.  Upon receipt of such notice from Borrower, Lender shall
        determine, in its sole and exclusive discretion, whether it shall make such
        amount available to Borrower on the Borrowing Date.  Upon each
        Advance, Lender shall record each Advance on Schedule I to this Promissory
        Note.  For purposes of this Section 8, the Borrowing Date shall mean
        any business day specified in the notice pursuant to this Section 8 as a
        date on
        which Borrower requests Lender to make a loan
        hereunder.    The obligation of Lender to make each
        subsequent Advance following the initial Advance hereunder is subject to
        the
        Lenders approval of the loan request made by Borrower in accordance with
        this
        Section 8 and shall be funded in the sole and exclusive discretion of Lender.
        

    

     

    
                            9.           Security.  This
        Promissory Note shall be secured by (i) Six  Million Six Hundred and
        Sixty Six (6,666,666) shares of common stock of Borrower to be issued as
        of the
        date hereof and held in escrow and a continuing first priority security interest
        in all of Borrower’s right, title, and interest in and to, all property of
        Borrower (collectively, the “Collateral”), as more
        specifically set forth in the Security Agreement executed by Borrower in
        favor
        of Lender dated as of February 28, 2007.  (the “Security
        Agreement”).

    

    
       

                            10.           Priority This
        Promissory Note shall be a senior obligation of Borrower, and for so long
        as
        this Promissory Note shall be outstanding, (i) Borrower shall be prohibited
        from
        incurring any and all future indebtedness without the prior written consent
        of
        Lender and (ii) any and all future indebtedness approved by Borrower in writing
        shall be deemed subordinate and inferior to, all respective right, title
        and
        interest of Lender, in, to and under this Promissory Note, this Security
        Agreement and any and all documents and instruments evidencing, securing
        or
        otherwise relating to this Promissory Note.

    

     

                          11.           Representations
      and Warranties.  Borrower makes the
      following representations and warranties to Lender, which representations and
      warranties shall be true, correct, and complete as of the date hereof and shall
      survive the execution and delivery of this Promissory Note.

     

    
                            (a)           Due
        Organization and Qualification.  Borrower is duly
        organized and validly existing and in good standing under the laws of the
        jurisdiction of its organization and qualified to do business in any
        jurisdiction where it is required to be so qualified, and has all requisite
        power and authority to (i) own its assets and carry on its business, and
        (ii)
        execute, deliver and perform its Obligations.

    

    


    
      
        
          
          

        

        
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                            (b)           Due
        Authorization; No Conflict.  The execution, delivery, and
        performance by Borrower of this Promissory Note has been duly authorized
        by all
        necessary action on the part of Borrower.  This Promissory Note has
        been duly executed and delivered by Borrower.  The execution,
        delivery, and performance by Borrower of this Promissory Note and the
        consummation of the transactions contemplated hereby, do not and will not
        (i)
        violate in any material respect any provision of federal, state, provincial
        or
        local law or regulation applicable to Borrower, its organizational documents,
        or
        any order, judgment, or decree of any court or other governmental authority,
        (ii) conflict with, result in a breach or termination of, or constitute (with
        due notice or lapse of time or both) a default under any material contractual
        obligation of Borrower, (iii) result in or require the creation or imposition
        of
        any lien of any nature whatsoever upon any properties or assets of Borrower,
        other than liens or security interests in favor of Lender, or (iv) require
        any
        approval of any of Borrower’s stockholders or any approval or consent of any
        other person or entity, other than consents or approvals that have been obtained
        and that are still in force and effect.  The execution, delivery, and
        performance by Borrower of this Promissory Note do not and will not require
        any
        registration with, consent, or approval of, or notice to, or other action
        with
        or by, any governmental authority, other than consents or approvals that
        have
        been obtained and that are still in force and effect.  This Promissory
        Note when executed and delivered by Borrower will be the legally valid and
        binding obligation of Borrower, enforceable against Borrower in accordance
        with
        its term, except as enforcement may be limited by equitable principles or
        by
        bankruptcy, insolvency, reorganization, moratorium, or similar laws relating
        to
        or limiting creditors’ rights generally.

    

     

    
                            (c)           No
        Litigation.  No litigation, investigation or proceeding of or
        before any arbitrator or government authority is (i) pending or, to the
        knowledge of Borrower, threatened with respect to this Promissory Note or
        the
        Collateral or any of the transactions contemplated hereby or (ii) pending
        or, to
        the knowledge of Borrower, threatened by or against Borrower, its properties
        or
        revenues which, if adversely determined, would have a material adverse effect
        on
        its business, operations, property or financial condition, when taken as
        a
        whole.

    

     

    
                            (d)           No
        Default.  Borrower is not in default under or with
        respect to any contractual obligation and no event of default has occurred
        or is
        continuing with respect to Borrower.

    

     

    
                            (e)           Taxes.  Borrower
        has filed or caused to be filed all tax returns required to be filed by it
        and
        has paid all taxes due and payable on said returns or on any assessments
        made
        against Borrower or any of its property.   All other taxes, fees
        or other charges on Borrower or any of its property by any governmental
        authority have been paid and no tax liens have been filed.

    

     

    
                            12.  Covenants
        of Borrower.  As of the date hereof and so long as the
        Obligations hereunder shall be outstanding:

    

     

    
                            (a)  Borrower
        will preserve and keep in force and effect, its corporate existence and all
        licenses and permits necessary to the proper conduct of its
        business;

    

     

    
                            (b)  Borrower
        will promptly pay and discharge, all lawful taxes, assessments, charges or
        levies imposed upon Borrower, or upon or in respect of all or any part of
        the
        property or business of Borrower, all trade accounts payable in accordance
        with
        usual and customary business terms and all claims for work, labor or materials,
        which if unpaid might become a lien or charge upon any property of Borrower;
        provided, Borrower shall not be required to pay such tax, assessment,
        charge, levy, account payable or claim if (i) the validity, applicability
        or
        amount thereof is being contested in good faith by appropriate action or
        proceeding which will prevent the forfeiture or sale of any property of
        Borrower, and (ii) Borrower shall set aside on its books, reserves deemed
        by it
        to be adequate with respect thereto;

    

    


    
      
        
          
          

        

        
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                          (c)  Borrower
      will promptly comply with all laws, ordinances or governmental rules and
      regulation to which it is subject, the violations of which would materially
      or
      adversely affect its properties, business, prospects, profits or condition
      or
      would result in any material lien or charge upon any property of
      Borrower;

    


                          (d)  Borrower
      will maintain, preserve and keep its properties which are used or useful in
      the
      conduct of its business in good repair and working order;

    


                          (e)  Borrower
      will not create, assume or incur or in any manner become liable with respect
      of
      any indebtedness except this Promissory Note and any indebtedness of Borrower
      incurred prior to the date hereof.

    


                          (f)  Borrower
      will not create or incur any mortgage, pledge, security interest, encumbrance,
      lien or charge of any kind (a “Lien”) on its or its property or assets, whether
      now owned or hereinafter acquired, or upon any income or profits
      therefrom  except

    


                          (i)           Liens
      for property taxes and assessments or levies and liens that are not yet due
      and
      payable;

    


                          (ii)           Liens
      of or resulting from any judgment or award, the time for appeal or petition
      for
      rehearing of which shall not have expired or in respect of which the Company
      shall in good faith be prosecuting an appeal or proceeding for a review and
      in
      respect of which a stay of execution pending such appeal or proceeding for
      review shall have been secured; or

    


                          (iii)           Liens
      or priority claims (A) incidental to the conduct of business, (B) created by
      any
      material agreement of Borrower entered into prior to and currently in effect
      as
      of the date hereof or (C) the ownership or lease of properties and assets and
      not in connection with the borrowing of money, provided, in each case,
      the obligation secured is not overdue, or if overdue, is being contested in
      good
      faith by appropriate actions or proceedings and provided, further
that Borrower shall have received the prior written consent
      of Lender to any
      Lien described in (A) or (C) above; or

    


                          13.           Events
      of Default; Remedies; Acceleration.  (a) The occurrence
      of any one or more of the following events (regardless of the reason therefor)
      shall constitute an “Event of Default”
hereunder:

     

                          (i)
      Borrower fails to make any payment of outstanding principal balance of this
      Promissory Note , or interest thereon, or any of the other Obligation when
      due
      and payable;

    


    
      
        
          
          

        

        
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                          (ii)
      Any representation or warranty of Borrower made in this Promissory Note, the
      Security Agreeent,  or any other document made by or on behalf of
      Borrower in connection herewith and the transactions contemplated hereby proves
      to have been false or incorrect in any material respect or Borrower shall fail
      to comply in all respects with any covenant herein or therein;

     

                          (iii)
      Borrower shall violate any provision of this Promissory Note, the Security
      Agreement or any other document made by or on behalf of Borrower in connection
      herewith and the transactions contemplated hereby, including, without
      limitiation, failure to comply with the terms and provisions of Section 8 of
      this Promissory Note;

     

                          (iv)
      A case or proceeding is commenced against Borrower seeking a decree or order
      (i)
      under Title 11 of the United States Bankruptcy Code (11 U.S.C. §§101 et
      seq., as amended, and any successor statute, the “Bankruptcy
      Code”), or any other applicable federal, state or foreign
      bankruptcy or other similar law, rule or regulation, (ii) appointing a
      custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
      official) for Borrower or for any substantial part of Borrower’s assets, or
      (iii) ordering the winding-up or liquidation of the affairs of s Borrower,
      and
      such case or proceeding shall remain undismissed or unstayed for sixty (60)
      days
      or more or a decree or order granting the relief sought in such case or
      proceeding shall be entered by a court of competent jurisdiction;

     

                          (v)
      Borrower, without the prior written consent of Lender (A) files a petition
      seeking relief under the Bankruptcy Code, or any other applicable federal,
      state
      or foreign bankruptcy or other similar law, rule or regulation, (B) consents
      to
      or fails to contest in a timely and appropriate manner the institution of
      proceedings thereunder or the filing of any such petition or the appointment
      of
      or taking possession by a custodian, receiver, liquidator, assignee, trustee
      or
      sequestrator (or similar official) for Borrower or for any substantial part
      of
      Borrower’s assets, (C) makes an assignment for the benefit of creditors, (D)
      takes any action in furtherance of any of the foregoing; or (E) admits in
      writing its inability to, or is generally unable to, pay its debts as such
      debts
      become due;

     

                          (vi)  If
      this Promissory Note, the Security Agreement, or any financing statement,
      document or other instrument executed, delivered or filed in connection herewith
      or with the security interest granted to Lender hereunder, shall, for any
      reason, fail or cease to create a valid and perfected lien on or security
      interest in any or all of the Collateral or the Collateral shall be compromised,
      encumbered or, in the case of the common stock, invalid, cancelled or otherwise
      rescinded;

     

                          (vi)
      If Borrower shall default on any material obligations of Borrower or an event
      of
      default shall occur with respect to any material agreement of Borrower, whether
      such agreement shall be in effect or effective subsequent to this Promissory
      Note.

     

    
      
        
          
          

        

        
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                          (b)  Immediately
      upon the occurrence of any Event of Default, all of the Obligations of
      Borrower hereunder shall become immediately due and payable to Lender and the
      Obligations shall thereafter accrue interest at the Default Rate from the date
      of any Event of Default until such Obligations are paid in full (an
“Accelleration”).  Promptly upon the occurrence of an Acceleration,
      Lender shall send Borrower written notice of the date upon which the
      Acceleration is effective and the names of  two (2) representatives of
      Lender (“Lender Nominees”) to be immediately appointed to the Board of Directors
      of Borrower (the “Default Notice”).  The Lender Nominees shall be
      appointed to the Board of Directors of Borrower not less than five days
      following the date of the Default Notice.  Except with respect to an
      Event of Default  under Section 13(a)(iv) and (v), Borrower shall have
      forty five (45) days (the forty fifth day hereinafter being the “Final Payment
      Date”) from the date of the Default Notice to pay Lender the total amount of the
      Obligations due and owning under this Promissory Note.  In the event
      that Borrower shall fail to satisfy in full all of the outstanding Obligations
      under this Promissory Note on or before the Final Payment Date, then Lender
      may
      (i) proceed to protect and enforce Lender’s rights by suit in equity, action at
      law and/or other appropriate proceeding, either for specific performance of
      any
      covenant or condition contained in this Promissory Note, the Security Agreement,
      or in any instrument or document delivered to Lender pursuant to this Promissory
      Note , or in aid of the exercise of any power granted in this Promissory Note
      or
      any such instrument or document, and (ii) proceed to enforce payment of the
      Obligations in such manner as Lender may elect, including the foreclosure of
      the
      Collateral in accordance with the terms of the Security Agreement, and to
      realize upon any and all rights of Lender hereunder.  Upon the
      occurrence of any Event of Default under Section 13(a)(iv) and (v), Lender
      shall
      have a right to immediately enforce its rights hereunder and proceed against
      or
      foreclose upon the Collateral without regard to the 45 day period set forth
      in
      this Section 13(b) To the extent not prohibited by applicable law which cannot
      be waived, all of Lender’s rights hereunder shall be
      cumulative.  Lender shall have all other rights and remedies not
      inconsistent herewith as provided under applicable law or in equity, and no
      exercise by Lender of one right or remedy shall be deemed an election, and
      no
      waiver by Lender of any Event of Default shall be deemed a continuing
      waiver.   No delay by Lender shall constitute a waiver, election
      or acquiescence by it.

     

    (c)
      In the event that the Obligations
      hereunder shall be paid in full by or on behalf of Borrower, after the
      Acceleration of this Promissory Note but prior to the Final Payment Date, then
      this Promissory Note shall be deemed paid in full, Lender shall promptly release
      any lien of Lender on the Collateral, and each Lender Nominee shall immediately
      resign from the Board of Directors of Borrower.   

     

                          14.       
      Certain Rights and
      Waivers.  To the extent not prohibited by the provisions
      of applicable law, Borrower hereby expressly waives: (a) all presentments,
      demands for performance, notices of nonperformance (except to the extent
      required by this Note), protests, notices of protest and notices of dishonor;
      (b) any requirement of diligence or promptness on the part of Lender in the
      enforcement of its rights under this Note; (c) any and all notices of every
      kind
      and description which may be required to be given by any statute or rule of
      law;
      and (d) any defense (other than indefeasible payment in full) which it may
      now
      or hereafter have with respect to its liability under this Note.

     

                          15.          Assignments.  Borrower
      may not assign or transfer any of its rights or obligations hereunder without
      the express, written consent of Lender.  Any such purported assignment
      or transfer by Borrower without the express, written consent of Lender shall
      be
      null and void ab initio.

     

    
      
        
        

      

      
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                          16.           Costs
      and Expenses.  Borrower agrees to pay all costs and
      expenses of Lender, including without limitation all fees and disbursements
      of
      counsel, advisors, consultants, examiners and appraisers for Lender, in
      connection with (a) the issuance of this Promissory Note and advancement of
      principal amount hereunder (which fees and disbursements associated with the
      origination of this Promissory Note shall not exceed $3,500.00), (b) any
      enforcement (whether through negotiations, legal process or otherwise) of this
      Promissory Note, (c) any workout or restructuring of this Promissory Note during
      the pendency of one or more Events of Default, (d) any bankruptcy case or
      proceeding of Borrower or any appeal thereof, and (e) upon the occurrence and
      during the continuance of an Event of Default, any efforts to verify, protect,
      evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of
      any
      of the Collateral.

     

                          17.      
      CHOICE OF LAW. THE
      VALIDITY OF THIS NOTE, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF,
      AND THE RIGHTS OF THE BORROWER AND LENDER WITH RESPECT TO ALL MATTERS ARISING
      HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      FLORIDA, WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES
      EXCEPT TO THE EXTENT NECESSARY TO ENFORCE THIS CHOICE OF LAW
      PROVISION.

     

                          18.  
      Notices.  All communications
      hereunder shall be in writing and shall be deemed to be duly given and received
      (a) upon delivery if delivered personally or upon confirmed transmittal if
      by
      facsimile, (b) on the next Business Day if sent by overnight courier, or
      (c) four (4) Business Days after mailing if mailed by prepaid registered mail,
      return receipt requested, in each case to the appropriate notice address or
      facsimile number. 

     

                          19.  
       Independent Arms Length Transaction.  It
      is understood and agreed that this Promissory Note, the Security Agreement
      and
      the transactions contemplated hereby and thereby were negotiated in an arms
      length transacton separate and distinct from any other transaction or
      contractual obligations and are independent of any transaction or transactions
      between Borrower, on the one hand, and Lender and any of its affilates or
      related entitles on the other hand.   Borrower further agrees
      that the contractual obligations of Borrower hereunder are in no way dependent
      or conditioned upon any other agreements, contracts or transactions whatsoever
      unless expressly stated herein.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the
      date first written above.

     

    
      	 	
              INVISA,
                INC.

               

              By:  /s/
                Edmund C. King___________________

              Name:  Edmund
                C. King

              Title:  Chief
                Financial Officer

               

            
	 	 


    

    


     

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