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                                                                   Exhibit 10.64


                              WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK

                       Exercisable Commencing May 9, 2003;
                             Void after May 9, 2008.

         THIS CERTIFIES that, for value received, Barbell Group, Inc., a
Panamanian corporation, or its registered assigns ("Warrantholder"), is
entitled, subject to the terms and conditions set forth in this Warrant, to
purchase from Invisa, Inc., a Nevada corporation ("Company"), up to seventy-five
thousand (75,000) fully paid, duly authorized and nonassessable shares of common
stock ("Shares"), $.001 par value per share, of the Company ("Common Stock"), at
any time commencing on May 9, 2003 and continuing up to 5:00 p.m. Pacific Time
on May 9,, 2008 ("Exercise Period") at an exercise price equal to two dollars
and seventy-six cents ($2.76) per share, subject to adjustment pursuant to
Section 8 hereof, and provided that warrants to purchase (i) twenty-five
thousand (25,000) Shares shall be vested and exercisable upon the issuance of
these Warrants, (ii) twenty-five thousand (25,000) Shares shall be exercisable
on the date that, and only if, the Company has received $500,000 in aggregate
financing under a certain Investment Agreement dated as of May 9, 2003
("Investment Agreement"), and (iii) twenty-five thousand (25,000) Shares shall
be vested and exercisable on the date that, and only if, the Company has
received $1,000,000 in aggregate financing under the Investment Agreement.

         This Warrant is subject to the following provisions, terms and
conditions:

         SECTION 1. TRANSFERABILITY.

         1.1 REGISTRATION. The Warrants shall be issued only in registered form.

         1.2 TRANSFER. This Warrant shall be transferable only on the books of
the Company maintained at its principal executive offices upon surrender thereof
for registration of transfer duly endorsed by the Warrantholder or by its duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant or Warrants in
appropriate denominations to the person or persons entitled thereto.

         1.3 COMMON STOCK TO BE ISSUED. Upon the exercise of any vested Warrants
and upon receipt by the Company of a facsimile or original of Warrantholder's
signed Election to Exercise Warrant (See Exhibit 1), Company shall instruct its
transfer agent to issue stock certificates, subject to the restrictive legend
set forth below, in the name of Warrantholder (or its nominee) and in such
denominations to be specified by Warrantholder representing the number of shares
of Common Stock issuable upon such exercise, as applicable. Company warrants
that no instructions, other than these instructions, have been given or will be
given to the transfer agent and that the Common Stock shall otherwise be freely
transferable on the books and records of the Company. It shall be the Company's
responsibility to take all necessary actions and to bear all such costs to issue
the certificates of Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the transfer agent,
if so required. The person in whose name the

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certificates of Common Stock is to be registered shall be treated as a
shareholder of record on and after the exercise date. Upon surrender of any
Warrant that is to be converted in part, the Company shall issue to the
Warrantholder a new Warrant equal to the unconverted amount, if so requested by
Purchaser:

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
         UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE
         RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY
         NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

         SECTION 2. EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate may
be exchanged for another certificate or certificates of like tenor entitling the
Warrantholder to purchase a like aggregate number of Shares as the certificate
or certificates surrendered then entitle such Warrantholder to purchase. Any
Warrantholder desiring to exchange a warrant certificate shall make such request
in writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be so exchanged. Thereupon, the Company
shall execute and deliver to the person entitled thereto a new Warrant
certificate as so requested.

         SECTION 3. TERMS OF WARRANTS: EXERCISE OF WARRANTS.

         (a) Subject to the terms of this Warrant, the Warrantholder shall have
the right, at any time commencing on May 9, 2003, but before 5:00 p.m. Pacific
Time on May 9, 2008 ("Expiration Time"), to purchase from the Company up to the
number of Shares which the Warrantholder may at the time be entitled to purchase
pursuant to the terms of this Warrant, upon surrender to the Company at its
principal executive office, of the certificate evidencing this Warrant to be
exercised, together with the attached Election to Exercise Warrant form duly
filled in and signed, and upon payment to the Company of the Warrant Price (as
defined in and determined in accordance with the provisions of Section 7 and 8
hereof) or as provided in Section 3(a)(i) hereof, for the number of Shares with
respect to which such Warrant is then exercised. Payment of the aggregate
Warrant Price shall be made in cash, wire transfer or by cashier's check or any
combination thereof.

         (b) Subject to the terms of this Warrant, upon such surrender of this
Warrant and payment of such Warrant Price as aforesaid, the Company shall
promptly issue and cause to be delivered to the Warrantholder or to such person
or persons as the Warrantholder may designate in writing, a certificate or
certificates (in such name or names as the Warrantholder may designate in
writing) for the number of duly authorized, fully paid and non-assessable whole
Shares to be purchased upon the exercise of this Warrant, and shall deliver to
the Warrantholder Common Stock or cash, to the extent provided in Section 9
hereof, with respect to any fractional Shares otherwise issuable upon such
surrender. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of such Shares as of the close of business on the date of the surrender
of this Warrant and payment of the Warrant Price, notwithstanding that the
certificates representing

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such Shares shall not actually have been delivered or that the Share and Warrant
transfer books of the Company shall then be closed. This Warrant shall be
exercisable, at the sole election of the Warrantholder, either in full or from
time to time in part and, in the event that any certificate evidencing this
Warrant (or any portion thereof) is exercised prior to the Expiration Time with
respect to less than all of the Shares specified therein at any time prior to
the Expiration Time, a new certificate of like tenor evidencing the remaining
portion of this Warrant shall be issued by the Company, if so requested by the
Warrantholder.

         (c) Upon the Company's receipt of a facsimile or original of
Warrantholder's signed Election to Exercise Warrant, the Company shall instruct
its transfer agent to issue one or more stock certificates representing that
number of shares of Common Stock which the Warrantholder is entitled to purchase
in accordance with the terms and conditions of this Warrant and the Election to
Exercise Warrant attached hereto. The Company shall act as Registrar and shall
maintain an appropriate ledger containing the necessary information with respect
to each Warrant and it shall not be necessary for the Warrantholder to send to
the Company the original Warrants to be exercised.

         (d) Such exercise shall be effectuated by sending to the Company, or
its attorney, a facsimile or original of the signed Election to Exercise Warrant
which evidences Warrantholder's intention to exercise those Warrants indicated.
The date on which the Election to Exercise Warrant is effective ("Exercise
Date") shall be deemed to be the date on which the Warrantholder has delivered
to the Company a facsimile or original of the signed Election to Exercise
Warrant. The Company shall deliver to the Warrantholder, or per the
Warrantholder's instructions, the shares of Common Stock within three (3)
business days of receipt of the Election to Exercise Warrants.

         (e) Nothing contained in this Warrant shall be deemed to establish or
require the payment of interest to the Warrantholder at a rate in excess of the
maximum rate permitted by governing law. In the event that the rate of interest
required to be paid exceeds the maximum rate permitted by governing law, the
rate of interest required to be paid thereunder shall be automatically reduced
to the maximum rate permitted under the governing law and such excess shall be
returned with reasonable promptness by the Warrantholder to the Company.

         (f) It shall be the Company's responsibility to take all necessary
actions and to bear all such costs to issue the certificate of Common Stock as
provided herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the exercise date. Upon surrender of any
Warrants that are to be converted in part, the Company shall issue to the
Warrantholder new Warrants equal to the unconverted amount, if so requested by
Warrantholder.

         (g) The Company shall at all times reserve and have available all
Common Stock necessary to meet exercise of the Warrants by all Warrantholders of
the entire amount of Warrants then outstanding. If, at any time Warrantholder
submits an Election to Exercise Warrant and the Company does not have sufficient
authorized but unissued shares of Common Stock available to effect, in full, a
exercise of the Warrants (a "Exercise Default", the date of such default being
referred to herein as the "Exercise Default Date"), the Company shall issue to

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the Warrantholder all of the shares of Common Stock which are available, and the
Election to Exercise Warrant as to any Warrants requested to be converted but
not converted (the "Unconverted Warrants"), upon Warrantholder's sole option,
may be deemed null and void. The Company shall provide notice of such Exercise
Default ("Notice of Exercise Default") to all existing Warrantholders of
outstanding Warrants, by facsimile, within one (1) business day of such default
(with the original delivered by overnight or two day courier), and the
Warrantholder shall give notice to the Company by facsimile within five (5)
business days of receipt of the original Notice of Exercise Default (with the
original delivered by overnight or two day courier) of its election to either
nullify or confirm the Election to Exercise Warrant.

         (h) Each person in whose name any certificate for shares of Common
Stock shall be issued shall for all purposes be deemed to have become the holder
of record of the Common Stock represented thereby on the date on which the
Warrant was surrendered and payment of the purchase price and any applicable
taxes was made, irrespective of date of issue or delivery of such certificate,
except that if the date of such surrender and payment is a date when the Shares
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such Shares on the next succeeding date on which such Share
transfer books are open. The Company shall not close such Share transfer books
at any one time for a period longer than seven (7) days.

         (i) This Warrant is exercisable in whole or in part at the Exercise
Price per share of Common Stock (as defined hereafter) payable hereunder,
payable in cash or by certified or official bank check, by means of sending to
the Company, or its attorney, an Election to Exercise Warrants, as stated above,
to receive the number of shares of Common Stock stated in such Election or by
"cashless exercise" (only in the event the Shares underlying the Warrants have
not been registered in an effective Registration Statement), by means of sending
to the Company, or its attorney, an Election to Exercise Warrants, as stated
above, to receive a number of shares of Common Stock equal to the difference
between the Market Value (as defined hereafter) of the shares of Common Stock
issuable upon exercise of this Warrant and the total cash exercise price
thereof. Upon transmitting the annexed Notice of Exercise duly executed,
together with payment of the Exercise Price for the shares of Common Stock
purchased, or upon the "cashless exercise" as provided in this Section, the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased. For the purposes of this subsection, "Market
Value" shall be an amount equal to the average closing bid price of a share of
Common Stock for the ten (10) days preceding the Company's receipt of the Notice
of Exercise Form duly executed multiplied by the number of shares of Common
Stock to be issued upon surrender of this Warrant Certificate.

         SECTION 4. PAYMENT OF TAXES. The Company shall pay all documentary
stamp taxes, if any, attributable to the initial issuance of the Shares;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable, (i) with respect to any secondary transfer of this
Warrant or the Shares or (ii) as a result of the issuance of the Shares to any
person other than the Warrantholder, and the Company shall not be required to
issue or deliver any certificate for any Shares unless and until the person
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have produced evidence that such tax has been paid to the
appropriate taxing authority.

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         SECTION 5. MUTILATED OR MISSING WARRANT. In case the certificate or
certificates evidencing this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the Warrantholder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen or destroyed, a new Warrant certificate or
certificates of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Warrant and of a bond of indemnity, if requested, also
satisfactory to the Company in form and amount, and issued at the applicant's
cost. Applicants for such substitute Warrant certificate shall also comply with
such other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.

         SECTION 6. RESERVATION OF SHARES. The issuance, sale and delivery of
the Warrants have been duly authorized by all required corporate action on the
part of the Company and when issued, sold and delivered in accordance with the
terms hereof and thereof for the consideration expressed herein and therein,
will be duly and validly issued, fully paid, and non-assessable and enforceable
in accordance with their terms, subject to the laws of bankruptcy and creditors'
rights generally. The Company shall pay all taxes in respect of the issue
thereof. As a condition precedent to the taking of any action that would result
in the effective purchase price per share of Common Stock upon the exercise of
this Warrant being less than the par value per share (if such shares of Common
Stock then have a par value), the Company will take such corporate action as
may, in the opinion of its counsel, be necessary in order that the Company may
comply with all its obligations under this Agreement with regard to the exercise
of this Warrant.

         SECTION 7. WARRANT PRICE. During the Exercise Period, the price per
Share ("Warrant Price") at which Shares shall be purchasable upon the exercise
of this Warrant shall be two dollars and seventy-six cents ($2.76).

         SECTION 8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number
and kind of securities purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time after the date
hereof upon the happening of certain events, as follows:

         8.1 ADJUSTMENTS. The number of Shares purchasable upon the exercise of
this Warrant shall be subject to adjustments as follows:

         (a) In case the Company shall (i) pay a dividend on Common Stock in
Common Stock or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Common Stock, (ii) declare a dividend
payable in cash on its Common Stock and at substantially the same time offer its
shareholders a right to purchase new Common Stock (or securities convertible
into, exchangeable for or other entitling a holder thereof to receive Common
Stock) from the proceeds of such dividend (all Common Stock so issued shall be
deemed to have been issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, (iv)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (v) issue by

<PAGE>

reclassification of its Common Stock any shares of Common Stock of the Company,
the number of shares of Common Stock issuable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the holders of the Warrants
shall be entitled to receive after the happening of any of the events described
above that number and kind of shares as the holders would have received had such
Warrants been converted immediately prior to the happening of such event or any
record date with respect thereto. Any adjustment made pursuant to this
subdivision shall become effective immediately after the close of business on
the record date in the case of a stock dividend and shall become effective
immediately after the close of business on the effective date in the case of a
stock split, subdivision, combination or reclassification.

         (b) In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends other than as described in
Section (8)(a)(ii)), then in such case, the number of shares of Common Stock
thereafter issuable upon exercise of the Warrants shall be determined by
multiplying the number of shares of Common Stock theretofore issuable upon
exercise of the Warrants, by a fraction, of which the numerator shall be the
closing bid price per share of Common Stock on the record date for such
distribution, and of which the denominator shall be the closing bid price of the
Common Stock less the then fair value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed per share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.

         (c) Any adjustment in the number of shares of Common Stock issuable
hereunder otherwise required to be made by this Section 8 will not have to be
adjusted if such adjustment would not require an increase or decrease in one
percent (1%) or more in the number of shares of Common Stock issuable upon
exercise of the Warrant. No adjustment in the number of Shares purchasable upon
exercise of this Warrant will be made for the issuance of shares of capital
stock to directors, employees or independent Warrantors pursuant to the
Company's or any of its subsidiaries' stock option, stock ownership or other
benefit plans or arrangements or trusts related thereto or for issuance of any
shares of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under such plan.

         (d) Whenever the number of shares of Common Stock issuable upon the
exercise of the Warrants is adjusted, as herein provided the Warrant Price shall
be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, of which the numerator shall be the
number of shares of Common Stock issuable upon the exercise of each share of the
Warrants immediately prior to such adjustment, and of which the denominator
shall be the number of shares of Common Stock issuable immediately thereafter.

         (e) The Company from time to time by action of its Board of Directors
may decrease the Warrant Price by any amount for any period of time if the
period is at least twenty (20) days, the decrease is irrevocable during the
period and the Board of Directors of the Company in its sole discretion shall
have made a determination that such decrease would be in the best interest of
the Company, which determination shall be conclusive. Whenever the Warrant Price
is

<PAGE>

decreased pursuant to the preceding sentence, the Company shall mail to holders
of record of the Warrants a notice of the decrease at least fifteen (15) days
prior to the date the decreased Warrant Price takes effect, and such notice
shall state the decreased Warrant Price and the period it will be in effect.

         8.2 MERGERS, ETC. In the case of any (i) consolidation or merger of the
Company into any entity (other than a consolidation or merger that does not
result in any reclassification, exercise, exchange or cancellation of
outstanding shares of Common Stock of the Company), (ii) sale, transfer, lease
or conveyance of all or substantially all of the assets of the Company as an
entirety or substantially as an entirety, or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a change in par
value, or from par value to no par value), in each case as a result of which
shares of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof), each
holder of Warrants then outstanding shall have the right thereafter to exercise
such Warrant only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale, transfer, capital
reorganization or reclassification by a holder of the number of shares of Common
Stock of the Company into which such Warrants would have been converted
immediately prior to such consolidation, merger, sale, transfer, capital
reorganization or reclassification, assuming such holder of Common Stock of the
Company (A) is not an entity with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent entity"), or an affiliate of
a constituent entity, and (B) failed to exercise his or her rights of election,
if any, as to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer (provided that if
the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of Common
Stock of the Company held immediately prior to such consolidation, merger, sale
or transfer by other than a constituent entity or an affiliate thereof and in
respect of which such rights or election shall not have been exercised
("non-electing share"), then for the purpose of this Section 8.2 the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). If necessary, appropriate adjustment shall be made in the
application of the provision set forth herein with respect to the rights and
interests thereafter of the holder of Warrants, to the end that the provisions
set forth herein shall thereafter correspondingly be made applicable, as nearly
as may reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of the Warrants. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers, capital reorganizations and reclassifications. The Company shall not
effect any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor company or entity (if
other than the Company) resulting from such consolidation, merger, sale or
transfer assumes, by written instrument, the obligation to deliver to the holder
of Warrants such shares of stock, securities or assets as, in accordance with
the foregoing provision, such holder may be entitled to receive under this
Section 8.2.

         8.3 STATEMENT OF WARRANTS. Irrespective of any adjustments in the
Warrant Price of the number or kind of shares purchasable upon the exercise of
this Warrant, this Warrant

<PAGE>

certificate or certificates hereafter issued may continue to express the same
price and number and kind of shares as are stated in this Warrant.

         SECTION 9. FRACTIONAL SHARES. Any fractional shares of Common Stock
issuable upon exercise of the Warrants shall be rounded to the nearest whole
share or, at the election of the Company, the Company shall pay the holder
thereof an amount in cash equal to the closing bid price thereof. Whether or not
fractional shares are issuable upon exercise shall be determined on the basis of
the total number of Warrants the holder is at the time exercising and the number
of shares of Common Stock issuable upon such exercise.

         SECTION 10. NO RIGHTS AS STOCKHOLDERS: NOTICES TO WARRANTHOLDERS.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder or its transferees any rights as a stockholder of the Company,
including the right to vote, receive dividends, consent or receive notices as a
stockholder with respect to any meeting of stockholders for the election of
directors of the Company or any other matter. If, however, at any time prior to
the Expiration Time and prior to the exercise of this Warrant, any of the
following events shall occur:

         (a) any action which would require an adjustment pursuant to Section
8.1; or

         (b) a dissolution, liquidation or winding up of the Company or any
consolidation, merger or sale of its property, assets and business as an
entirety; then in any one or more of said events, the Company shall give notice
in writing of such event to the Warrantholder at least ten (10) days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the shareholders entitled to any relevant dividend,
distribution, subscription rights, or other rights or for the effective date of
any dissolution, liquidation of winding up or any merger, consolidation, or sale
of substantially all assets, but failure to mail or receive such notice or any
defect therein or in the mailing thereof shall not affect the validity of any
such action taken. Such notice shall specify such record date or the effective
date, as the case may be.

         SECTION 11. MISCELLANEOUS.

         (a) BENEFITS OF THIS AGREEMENT. Nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Warrantholder any legal or equitable right, remedy or claim under this Warrant,
and this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         (b) RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under
this Warrant are cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.

<PAGE>

         (c) BENEFIT; SUCCESSORS BOUND. This Warrant and the terms, covenants,
conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the parties hereto and
their heirs, executors, administrators, representatives, successors, and
permitted assigns.

         (d) ENTIRE AGREEMENT. This Warrant contains the entire agreement
between the parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between them
with respect to this Warrant or the matters described in this Warrant, except as
set forth in this Warrant. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Warrant.

         (e) ASSIGNMENT. This Warrant may be assigned if the Assignment of
Warrant, attached as Exhibit B to this Warrant, is properly completed, executed
and delivered to the Company.

         (f) AMENDMENT. This Warrant may be amended only by an instrument in
writing executed by the parties hereto.

         (g) SEVERABILITY. Each part of this Warrant is intended to be
severable. In the event that any provision of this Warrant is found by any court
or other authority of competent jurisdiction to be illegal or unenforceable,
such provision shall be severed or modified to the extent necessary to render it
enforceable and as so severed or modified, this Warrant shall continue in full
force and effect.

         (h) NOTICES. Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line facsimile transmission,
receipt confirmed, or other means) or sent by certified mail, return receipt
requested, properly addressed and with proper postage pre-paid (i) if to the
Company, at its executive office (ii) if to the Subscriber, at the address set
forth under its name in the Purchase Agreement, with a copy to its designated
attorney and (iii) if to any other Subscriber, at such address as such
Subscriber shall have provided in writing to the Company, or at such other
address as each such party furnishes by notice given in accordance with this
Section 12(h), and shall be effective, when personally delivered, upon receipt
and, when so sent by certified mail, four (4) business days after deposit with
the United States Postal Service.

         (i) GOVERNING LAW. This Agreement shall be governed by the interpreted
in accordance with the laws of the State of New York without reference to its
conflicts of laws rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of New York in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.

         (j) CONSENTS. The person signing this Warrant on behalf of the Company
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Warrant on behalf of the Company.

<PAGE>

         (l) FURTHER ASSURANCES. In addition to the instruments and documents to
be made, executed and delivered pursuant to this Warrant, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Warrant and the transactions contemplated hereby.

         (m) SECTION HEADINGS. The Section headings in this Warrant are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Warrant.

         (n) CONSTRUCTION. Unless the context otherwise requires, when used
herein, the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the 9th day of May, 2003.

                                          INVISA, INC.


                                          By: /s/ Stephen A. Michael, President
                                              ----------------------------------
                                              Stephen A. Michael
                                              President


<PAGE>

                                    EXHIBIT 1
                     NOTICE OF ELECTION TO EXERCISE WARRANT

         The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate dated as of __________, ____, to purchase
__________ shares of the Common Stock, no par value, of INVISA, INC. and tenders
herewith payment in accordance with Section 1 of said Common Stock Purchase
Warrant.

__   CASH:    $__________________________  =  (Exercise Price x Exercise Shares)

              Payment is being made by:
                   __   enclosed check
                   __   wire transfer
                   __   other

__   CASHLESS EXERCISE


     Net number of Warrant Shares to be issued to Holder: _________*

     * based on:       Current Market Value - (Exercise Price x Exercise Shares)
                       ---------------------------------------------------------
                                       Market Price of Common Stock
     where:
     Market Price of Common Stock ["MP"]         =  $_______________
     Current Market Value [MP x Exercise Shares] =  $_______________


     Please deliver the stock certificate to:



Dated:



_________________________________________
[Name of Holder]

By: _____________________________________