exhibit10_62.htm


    
      SENIOR
        SECURED PROMISSORY NOTE

       

      $
        100,000.00 July 1, 2008

      Sarasota,
        Florida

       

      FOR
        VALUE
        RECEIVED, the undersigned, INVISA, INC., a Nevada corporation
        (“Borrower”) having an address at 290 Cocoanut Avenue,
        Sarasota, Florida, 34236promises to pay to the order of Centurian Investors,
        Inc, a Delaware corporation (“Lender”), having an office
        at 290  Cocoanut Avenue, Sarasota, Florida 34236, or such other place
        as the Lender may designate inwriting, the principal amount up to and not
        to
        exceed ONE HUNDRED THOUSAND United States Dollars (U.S. $100,000.00), 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 September 30, 2008 (the
“Maturity Date”).

       

          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.  As of the date hereof, Borrower has received an aggregate
        Advance of Twenty Eight Thousand One Hundred Seventy Five ($28,175.00)
        Dollars  under this Note.

                             
        

                  9.           Security.  This
        Promissory Note shall be secured by (i) up to Thirteen Million, Three Hundred
        Thirty Three Thousand, Three Hundred Thirty Four (13,333,334) shares of common
        stock of Borrower to be issued as of the date hereof or when available, or
        the
        equivilant thereof, in a form of preferred stock to be designated by
        Borrower  with such terms and conditions as are acceptable to the
        Lender, 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.

       

             (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;

      


      (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;

       

                                    (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.

       

              (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  up to three (3)
        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.

       

          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.

       

      
        	 Dated: 
                July 25, 2008	
                INVISA,
                  INC.

                 

                By:  /s/
                  Edmund C. King

                Name:  Edmund
                  C. King

                Title:  Chief
                  Financial Officer