Ascendiant Consulting Agreement


    
      

    

     

    
      Exhibit
        10.50

      


       

      June
        ___,
        2005

      


      


      


      Invisa,
        Inc.

      6935
        15th
        Street
        East, Suite 120

      Sarasota,
        FL 34243

      


      Gentlemen,

      


      Thank
        you
        for the opportunity to work with you and your company, Invisa, Inc.

      


      This
        letter agreement (the “Agreement”) confirms that Invisa, Inc. (“Client”) has
        engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a best efforts basis
        as financial advisor and non-exclusive placement agent for the Client in
        connection with the structuring, issuance, and sale (the “Transaction(s)”) of
        debt and/or equity securities (the “Securities”) for financing purposes.
        Ascendiant Securities, LLC is an investment banking firm registered as a
        broker-dealer with the U.S. Securities and Exchange Commission (SEC), and
        member
        of the NASD and SIPC.

      


      Accordingly,
        we mutually agree as follows:

      


      
        	1.  	
                Transactions.
                  Ascendiant anticipates one or more Transactions, involving the
                  sale of the
                  Client’s Securities to institutional and/or accredited investors
                  (“Investor” or “Investors”). The actual terms and structure of each
                  Transaction will depend on market conditions and will be subject
                  to
                  negotiation between the Client (and Ascendiant on behalf of Client
                  and at
                  the direction of Client) and prospective Investors. In all instances
                  the
                  terms will be subject to the written approval of
                  Client.

              


      

      


      
        	2.  	
                Engagement.
                  In
                  connection herewith, Ascendiant shall provide the following financial
                  advisory and placement agent services on a best efforts basis to
                  the
                  Client:

              


      

      


      
        	a.  	
                advise
                  the Client with respect to the form and structure of each
                  Transaction;

              


      

      


      
        	b.  	
                assist
                  the Client in developing any necessary
                  materials;

              


      

      


      
        	c.  	
                identify
                  and make contact with prospective
                  Investors;

              


      

      


      
        	d.  	
                assist
                  the Client in conducting presentations and due diligence meetings
                  with
                  prospective Investors; and

              


      

      


      
        	e.  	
                provide
                  such other financial advisory and investment banking services as
                  are
                  reasonably necessary to consummate each
                  Transaction.

              


      

      


      Ascendiant
        shall devote such time and efforts to the affairs of the Client as is reasonably
        necessary to render the services contemplated by this Agreement. Any work
        or
        task of Ascendiant provided for herein which requires Client to provide certain
        information to assist Ascendiant in completion of the work shall be excused
        (without effect upon any obligation of Client) until such time as Client
        has
        fully provided all information and cooperation necessary for Ascendiant to
        complete the work. The services of Ascendiant shall not include the rendering
        of
        any legal opinions or the performance of any work that is in the ordinary
        purview of a certified public accountant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      It
        is
        expressly understood and agreed that Ascendiant shall have no power to bind
        Client to any Transaction or contract obligation. It is further understood
        that
        in all negotiations, Ascendiant will act only on behalf of Client and only
        in
        accordance with instructions when given by Client. Client shall have the
        right
        to refuse any Transaction proposal presented to it without incurring any
        obligations to Ascendiant. 

      


      It
        is
        understood and agreed that the execution of this Agreement shall not be deemed
        or construed as obligating Ascendiant to purchase any of the Securities and
        there is no obligation on the part of Ascendiant to place the Securities.
        Although Ascendiant cannot guarantee results on behalf of the Client, it
        shall
        use its best efforts to provide the services listed above.

      


      
        	3.  	
                Success
                  Fee.
                  Client agrees that should Client accept and complete any Transaction(s),
                  which includes without limitation receiving proceeds from any common
                  stock
                  offerings, convertible debt or equity securities, additional investment
                  rights, or exercise of associated warrants or options (“Securities”) from
                  any Investors Introduced by Ascendiant during the term of this
                  Agreement,
                  which is defined in Section 6 below, or if Client should for a
                  period of
                  twelve (12) months following the termination of this Agreement
                  (including
                  extensions) accept financing from any Investors Introduced by Ascendiant
                  or for which Ascendiant was paid a success fee during the Term
                  hereof or
                  for which Ascendiant delivered to Client a Term Sheet signed by
                  the
                  Investor which was not accepted by Client, there shall become due
                  and
                  payable via wire transfer to Ascendiant immediately upon consummation
                  of
                  each Transaction, a cash fee equal to seven (7) percent of the
                  gross
                  proceeds received by Client from the sale of Securities. Should
                  Ascendiant
                  not be paid within five (5) business days of the completion of
                  a
                  Transaction, interest at prime rate shall accrue from the date
                  of the
                  Transaction. As used herein, the phrase “Introduced by Ascendiant” shall
                  mean that prior to any introduction Ascendiant notified Client
                  in writing
                  of the potential investor and Client consented in writing to Ascendiant
                  offering the investor an investment opportunity in Client. In the
                  event
                  that there are success fees that are required to be paid by Client
                  to
                  entities in addition to Ascendiant or which are required to be
                  paid by the
                  Investor out of the proceeds of the investment, the maximum success
                  fee
                  that Client will be obligated to pay shall be 8% of the net proceeds
                  received by Client as a cash success fee and 8% warrants pursuant
                  to
                  Paragraph 4 hereof which cash success fee and warrants shall be
                  allocated
                  by Client among the parties entitled thereto providing that Ascendiant
                  shall not receive less than 50% of the aggregate
                  fee.

              


      

      


      
        	4.  	
                Warrants.
                  Client agrees that should Client accept and complete any Transaction(s)
                  which includes proceeds received by Client from any common stock
                  offerings
                  and/or convertible debt or equity securities from any Investors
                  introduced
                  by Ascendiant during the term of this Agreement, which is defined
                  in
                  Section 6 below, or if Client should for a period of twelve (12)
                  months
                  following the termination of this Agreement (including extensions)
                  accept
                  financing from any Investors Introduced by Ascendiant and for which
                  Ascendiant was paid a success fee during the Term hereof or for
                  which
                  Ascendiant delivered to Client a Term Sheet signed by the Investor
                  which
                  was not accepted by Client,, there shall become due and payable
                  to
                  Ascendiant warrants for the purchase of an amount equal to seven
                  (7)
                  percent of the Securities issued by Client at the closing of the
                  Transaction. The warrants shall be exercisable into Securities
                  similar to
                  those issued in the Transaction, and will have an exercise price
                  and term
                  consistent with the warrants issued to the Investors. The warrants
                  shall
                  contain piggyback registration rights and a net exercise
                  provision.

              


      

      


      
        	5.  	
                Expenses.
                  If
                  the Client requests in writing that Ascendiant travel outside of
                  Southern
                  California to perform the services described herein, whether or
                  not a
                  Transaction is consummated, Client shall reimburse Ascendiant for
                  travel-related expenses and payment shall be made within seven
                  (7) days of
                  invoice. Ascendiant agrees that following the closing of the first
                  transaction hereunder it will, at Client’s request and expense travel to
                  Sarasota Florida to meet with the principals and key employees
                  of Client
                  at date to be mutually acceptable to Client and Ascendiant. The
                  Client
                  agrees that it will, to the extent that Client deems necessary,
                  engage
                  legal counsel at its own expense to assist in the preparation and/or
                  review of any legal documents or definitive agreements deemed necessary
                  to
                  facilitate the Transaction(s) contemplated
                  herein.

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

         

         

        
          
          

        

      

      
        	6.  	
                Term.
                  The term of this Agreement shall be six (6) months from the date
                  of
                  Client’s execution of this Agreement. Additional extensions may be
                  negotiated as necessary at the mutual written consent of the Client
                  and
                  Ascendiant. The termination of this Agreement shall not relieve
                  Client
                  from performing as outlined in Sections 3, 4, 5, 6, 7, and
                  9.

              


      

      


      
        	7.  	
                Representations,
                  Warranties, and Indemnification.
                  Each of Ascendiant and Client represents and warrants to each other
                  that
                  this Agreement has been duly authorized, executed and delivered
                  by it;
                  and, assuming the due execution by the other party, constitutes
                  a legal,
                  valid and binding agreement of it, enforceable against it in accordance
                  with its terms. Each of Ascendiant and Client agrees to comply
                  with all
                  applicable securities laws, and the Client will disclose to Ascendiant
                  all
                  information necessary for Ascendiant to act upon Client's request
                  and to
                  notify Ascendiant promptly of any material changes to such information.
                  Client hereby represents that it shall notify Ascendiant within
                  three (3)
                  business days of the completion of any Securities Transaction(s)
                  occurring
                  during the term of this Agreement and/or involving Investors introduced
                  by
                  Ascendiant. Additionally, each of the Client and Ascendiant agrees
                  to
                  indemnify the other and the other’s affiliates in accordance with the
                  terms and conditions contained in Exhibit A to this
                  Agreement.

              


      

       

      
        	8.  	
                Confidentiality.
                  Ascendiant and Client each agree to keep confidential and provide
                  reasonable security measures to keep confidential information where
                  release may be detrimental to their respective business interests.
                  Ascendiant and Client shall each require their employees, agents,
                  affiliates, other licensees, and others who will have access to
                  the
                  information through Ascendiant and Client respectively, to abide
                  by the
                  confidentiality provisions contemplated by this Agreement in perpetuity.
                  Ascendiant will not, either during its engagement by the Client
                  pursuant
                  to this Agreement or at any time thereafter, disclose, use or make
                  known
                  for its or another's benefit any confidential information, knowledge,
                  or
                  data of the Client or any of its affiliates in any way acquired
                  or used by
                  Ascendiant during its engagement by the Client. Confidential information,
                  knowledge or data of the Client and its affiliates shall not include
                  any
                  information that is, or becomes generally available to the public
                  other
                  than as a result of a disclosure by Ascendiant or its representatives.
                  Notwithstanding the foregoing, Client hereby authorizes Ascendiant
                  to
                  transmit to prospective Investors, information and materials provided
                  by
                  Client and/or developed by Ascendiant on behalf of Client upon
                  approval by
                  Client of such materials. Additionally, at any time after the consummation
                  or other public announcement of the Transaction, Ascendiant may,
                  at its
                  own expense, place an announcement in such newspapers and publications
                  as
                  it may choose, stating that Ascendiant has acted as financial advisor
                  and
                  placement agent to the Client in connection with the Transaction,
                  and may
                  use, from time to time, the Client’s name and logo and a brief description
                  of the Transaction in publications and/or marketing materials prepared
                  and/or distributed by Ascendiant.

              


      

      


      
        	9.  	
                Non-Circumvention.
                  In
                  and for valuable consideration, Client hereby agrees that Ascendiant
                  may
                  introduce (whether by written, oral, data, or other form of communication)
                  Client to one or more Investors, including, without limitation,
                  natural
                  persons, corporations, limited liability companies, partnerships,
                  unincorporated businesses, sole proprietorships and similar entities
                  (hereinafter an “Investor” or “Investors”). Client further acknowledges
                  and agrees that the identity of the subject Investors, and all
                  other
                  information concerning Investors (including without limitation,
                  all
                  mailing information, phone and fax numbers, email addresses and
                  other
                  contact information) introduced hereunder are the property of Ascendiant,
                  and shall be treated as confidential and proprietary information
                  by
                  Client, its affiliates, officers, directors, shareholders, employees,
                  agents, representatives, successors and assigns.
                  

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	10.  	
                Governing
                  Law.
                  This Agreement shall be governed by and construed in accordance
                  with the
                  laws of the State of California applicable to contracts executed
                  and to be
                  wholly performed therein without regard to its conflict of law
                  doctrine.
                  The Client and Ascendiant hereby agree that any dispute concerning
                  this
                  Agreement shall be resolved through binding arbitration before
                  the NASD in
                  Los Angeles County, pursuant to its arbitration rules.
                  

              


      

      


      
        	11.  	
                Entire
                  Agreement.
                  This Agreement represents the entire agreement by and between the
                  Client
                  and Ascendiant and supersedes any and all other agreements, either
                  oral or
                  written, with respect to the Agreement. Each party to this Agreement
                  acknowledges that no representation, inducements, promises or agreement,
                  orally or otherwise, have been made by any party, or anyone acting
                  on
                  behalf of any party, which are not embodied herein, and that no
                  other
                  agreement, statement, or promise not contained in this Agreement
                  shall be
                  valid or binding. The Client and Ascendiant hereby agree that the
                  opening
                  and closing statements of this Agreement are incorporated herein
                  by this
                  reference and made a material part of this Agreement. If any part
                  of this
                  Agreement is found, or deemed by a court of competent jurisdiction,
                  to be
                  invalid or unenforceable, that part shall be severable from the
                  remainder
                  of the Agreement. This Agreement may be executed simultaneously
                  in two or
                  more counterparts, each of which shall be deemed an original, but
                  all of
                  which shall constitute one and the same instrument. Any modification
                  of
                  this Agreement will be effective only if it is in writing and signed
                  by
                  the Client and Ascendiant.

              


      

      


      Please
        initial each page, sign below, and return an original and one copy of this
        letter to the undersigned to indicate your acceptance of the terms set forth
        herein, whereupon this letter and your acceptance shall constitute a binding
        agreement by and between Invisa, Inc. and Ascendiant Securities, LLC as of
        the
        date first above written. We appreciate the opportunity to be of service
        and
        look forward to a cooperative working relationship with you and your
        staff.

      

        
          	 Sincerely	 	 	 Accepted
                  and Agreed:
	 	 	 	 
	 Ascendiant
                  Securities, LLC	 	 	 Invisa,
                  Inc.
	 	 	 	 
	/s/     Mark
                  Bergendahl	 	 	/s/     Stephen
                  A.
                  Michael
	
                  
Name: 
                  Mark Bergendahl	 	 	
                  
Name    Stephen
                  A.
                  Michael
	Title  
Managing
                  Director
	 	 	Title    Acting
                  President
	 Date:	 	 	 Date: