EXHIBIT 10.5


 


NOTE EXTENSION AGREEMENT


 


 





This Note Extension Agreement (this "Extension
Agreement"), by and between Invisa, Inc., a Nevada corporation, having a business at 1800 2nd Street, Suite 965, Sarasota,
Florida 34236 (the “Borrower”), and Centurian Investors, Inc., a Delaware corporation, having an address at 1800 2nd
Street Suite 970, Sarasota, Florida 34236 (the “Lender”) is entered into as of this 7th of March, 2014 and shall be
effective as of the date hereof (the “Effective Date”).


 


RECITALS:


 


WHEREAS, Borrower is indebted to Lender pursuant
to that certain Promissory Note, dated March 24, 2010, in the principal amount of up to One Hundred Thousand ($128,319.10) (the
“Note”),


 


WHEREAS, the Note is secured by (a) an aggregate
of Three Million, Eight Hundred Forty Eight Thousand Four Hundred Eighty Five (3,848,485) 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 Note 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, the outstanding principal balance,
together with accrued and unpaid interest, of the Note was due and payable on March 1, 2012; and


 


WHEREAS, Lender has periodically agreed to
forebear with respect to certain provisions of the Notes; and


 


WHEREAS, Borrower has requested and Lender
agreed to extend the maturity date of the Note, upon the terms and subject to the provisions set forth herein.


 


NOW THEREFORE, for ten ($10.00) Dollars, and
other 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. The Note is hereby amended to extend the
Maturity Date of the Note from March 31, 2014 to April 15, 2018.


 


3. Lender shall attach an executed copy of
this Amendment to the original Note and all references hereafter to the Note shall be as amended hereby.


 


4. No right of Lender with respect to the
loan evidenced by the Loan Documents or any agreement, security agreement, financing statements or other documents, executed or
delivered in connection therewith are or will be in any manner, released, destroyed, diminished or otherwise adversely affected
by this Agreement, except as expressly provided herein.


 


5. Borrower understands and agrees that the
remaining provisions of the Note shall remain in full force and effect without any changes or modification except as expressly
stated herein.


 


6. 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.


 






    	1



    	 



    

 


7. 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.


 


8. 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.


 


9. 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	 	/s/
    Howard R. Curd
	Edmund C. King	 	Howard R. Curd
	Chief Executive Officer

        March 7, 2014
	 	Chief Executive Officer

        March 7, 2014



 




 


 








    	2