Exhibit 10.65

             CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                                  INVISA, INC.
                              a Nevada corporation

     The undersigned, Edmund C. King, certifies that:

          1. He is the duly acting President of Invisa, Inc., a corporation
organized and existing under the Corporation Code of the State of Nevada (the
"CORPORATION").

          2. Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, and pursuant to the provisions
of the Corporations Code of the State of Nevada, said Board of Directors,
pursuant to a meeting held on December 22, 2008, adopted a resolution
establishing the rights, preferences, privileges and restrictions of, and the
number of shares comprising, the Corporation's Series C Convertible Preferred
Stock, which resolution is as follows:

     RESOLVED, that a series of Preferred Stock in the Corporation, having the
rights, preferences, privileges and restrictions, and the number of shares
constituting such series and the designation of such series, set forth below be,
and it hereby is, authorized by the Board of Directors of the Corporation
pursuant to authority given by the Corporation's Certificate of Incorporation.

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines , the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to, a new series of Preferred Stock as
follows:

     (a) Determination. The series of Preferred Stock is hereby designated
Series C Convertible Preferred Stock (the "SERIES C PREFERRED STOCK").

     (b) Authorized Shares. The number of authorized shares constituting the
Series C Preferred Stock shall be Fifty Thousand (50,000)shares of such series.

     (c) Dividends. The holder of the Series C Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors, out of any
assets of the Corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors. Nothing herein shall
obligate or require the Board of Directors to declare a dividend for the Series
C Preferred Stock.

     (d) Liquidation Preference.

          (1) Preference upon Liquidation, Dissolution or Winding Up. In the
event of any dissolution or winding up of the Corporation, whether voluntary or
involuntary, holders of each outstanding share of Series C Preferred stock shall
be entitled to be paid first out of the assets of the Corporation available for
distribution to shareholders, whether such assets are capital, surplus or
earnings, an amount equal to $100.00 (the "SERIES C PURCHASE PRICE") per share
of Series C Preferred Stock held (as adjusted for any stock splits, stock

                                        1
<PAGE>

dividends or recapitalizations of the Series C Preferred Stock) and any declared
but unpaid dividends on such share, before any payment shall be made to the
holders of the Common Stock, or any other stock of the Corporation ranking
junior to the Series C Preferred Stock with regard to any distribution of assets
upon liquidation, dissolution or winding up of the Corporation. The holders of
the Series C Preferred Stock shall be entitled to share ratably, in accordance
with the respective preferential amounts payable on such stock, in any
distribution which is not sufficient to pay in full the aggregate of the amounts
payable thereon. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets to be distributed to the holders of the Series C
Preferred Stock shall be insufficient to permit payment to such shareholders of
the full preferential amounts aforesaid, then all of the assets of the
Corporation available for distribution to shareholders shall be distributed to
the holders of Series C Preferred Stock. Each holder of the Series C Preferred
Stock shall be entitled to receive that portion of the assets available for
distribution as the number of outstanding shares of Series C Preferred Stock
held by such holder bears to the total number of shares of series C Preferred
Stock. Such payment constitute payment in full to the holders of the Series C
Preferred Stock upon the liquidation, dissolution or winding up of the
Corporation. After such payment shall have been made in full, or funds necessary
for such payment shall have been set aside by the Corporation in trust for the
account of the holders of Series C Preferred Stock, so as to be available for
such payment, such holders of Series C Preferred Stock shall be entitled to no
further participation in the distribution of the assets of the Corporation.

          (ii) Consolidation, Merger and Other Corporate Events. A consolidation
or merger of the Corporation (except into or with a subsidiary or affiliated
corporation) or a sale. lease, mortgage, pledge, exchange, transfer or other
disposition of all or substantially all of the assets of the Corporation or any
reclassification of the stock of the Corporation (other than a change in par
value or from no par to par, or from par to no par or as the result of an event
described in subsection (iv), (v), (vi) or (viii) of paragraph (f)), shall be
regarded as a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this paragraph (d), provided, however, in the
case of a merger, if (a) the Corporation is the surviving entity. (b) the
Corporation's shareholders hold a majority of the shares of the surviving
entity, and (c) the Corporation's directors hold a majority of the seats on the
board of directors of the surviving entity, then such merger shall not be
regarded as a liquidation, dissolution or winding up within the meaning of this
paragraph (d). In no event shall the issuance of new classes of stock, whether
senior, junior or on a parity with the Series C Preferred Stock, or any stock
splits, be deemed a "reclassification" under or otherwise limited by the terms
hereof.

          (iii) Distribution of Cash and Other Assets. In the event of a
liquidation, dissolution or winding up of the Corporation resulting in the
availability of assets other than cash for distribution to the holders of the
Series C Preferred Stock, the holders of Series C Preferred Stock shall be
entitled to a distribution of cash and/or assets equal liquidation preference
stated in subsection (i) of this paragraph (d), which valuation shall be made
solely by the Board of Directors, and provided that such Board of Directors was
acting in good faith, shall be conclusive.

          (iv) Distribution to Junior Security Holders. After the payment or
distribution to the holders of the Series C Preferred Stock of the full
preferential amounts aforesaid, the holders of Series C Preferred Stock shall
have no further rights in respect at such Series C Stock which shall become null
and void, and the holders of the Common Stock then outstanding, or any other
stock of the Corporation ranking as to assets upon liquidation, dissolution or
winding up of the Corporation junior to the Series C Preferred stock, shall be
entitled to receive ratably all of the remaining assets of the Corporation.

                                        2
<PAGE>

          (v) Preference; Priority. References to a stock that is "SEN1OR" to,
on a "PARITY" with or "JUNIOR" to other stock as to liquidation shall refer,
respectively, to rights of priority of one series or class stock over another in
the distribution of assets on any liquidation, dissolution or winding up of the
Corporation. The Series C Preferred Stock shall be senior to the Common Stock of
the Corporation and senior to any subsequent series of Preferred Stock issued by
the Corporation.

     (e) Voting Rights. Except as otherwise required by law, the holder of
shares of Series C Preferred Stock shall not have the right to vote on matters
that come before the shareholders.

     (f) Conversion Rights. The holders of Series C Preferred Stock will have
the following conversion rights:

          (i) Right to Convert. Subject to and in compliance with the provisions
of this paragraph (f), any issued and outstanding series of Series C Preferred
Stock shall automatically be converted by the Corporation, at any time or from
time to time into fully paid and non-assessable shares of Common Stock at the
conversion rate in effect at the time of conversion, determined as provided
herein; provided that a holder of Series C Preferred Stock may at any given time
be required to convert up to that numbrer of shares of Series C Preferred Stock
so that, upon conversion, the aggregate beneficial ownership of the
Corporation's Common Stock (calculated pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of such holder and all persons affiliated with
such holder is not more than 9.99% of the Corporation's Common Stock then
outstanding (the "Conversion Threshold").

          (ii) Mechanics of Conversion. Upon the determination by the
Corporation that any holder has fallen below the Conversion Threshold, the
Corporation may automatically convert such number of shares of the Series C
Preferred Stock which may equal, but shall not exceed the Conversion Threshold,
by the conversion of such number of Series C Preferred Stock, that equals such
number of Common Stock as such holder shall be entitled. Upon notification of an
automatic conversion hereunder by the Corporation to a holder, each holder shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for the Common Stock, and the
Corporation shall give written notice to the transfer agent to convert the same
and shall state therin the number of shares of Series C Preferred Stock being
converted. Thereupon, the Corporation shall promptly issue and deliver at such
office to such holder of Series C Preferred Stock a certificate or certificates
for the number of shares of Common Stock to which he shall be entitled, not to
exceed the Conversion Threshold and, if applicable, a certificate or
certificates for the number of shares Series C Preferred Stock existing
immediately after an automatic conversion Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Series C Preferred Stock to be converted, and the
person or persons entitled to receive the shares of common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.

          (iii) Conversion Price. The number of shares into which one share of
Series C Preferred Stock shall be convertible shall be determined by dividing
the Series C Purchase Price by $0.12 (hereinafter, the "Conversion Price")

                                        3
<PAGE>

          (iv) Adjustment for Stock Splits and Combinations. If the Corporation
shall at any time, or from time to time after the date shares of the Series C
Preferred Stock are first issued (the "ORIGINAL ISSUE DATE"), effect a
subdivision of the outstanding Common Stock, the Conversion Price in effect
immediately prior thereto shall be proportionately decreased, and conversely, if
the Corporation shall at any time or from time to time after the Original Issue
Date combine the outstanding shares of Common Stock, the Conversion Price then
in effect immediately before the combination shall be proportionately increased.
Any adjustment under this paragraph (f)(iv) shall become effective at the close
of business on the date the subdivision or combination becomes effective.

          (v) Adjustment for Certain Dividends and Distributions. In the event
the Corporation at any time, or from time to time after the Original Issue Date,
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price then in effect shall be decreased as of the time of such issuance or, in
the event such a record date shall have been fixed, as of the close of business
on such record date, by multiplying the Conversion Price then in effect by a
fraction:

               (A) the numerator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date; and

               (B) the denominator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares
of Common Stock issuable in payment of such dividend or distribution; provided,
however, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Conversion Price shall be recomputed accordingly as of the close of business
on such record date and thereafter, the Conversion Price shall be adjusted
pursuant to this paragraph (f)(v) as of the time of actual payment of such
dividends or distributions.

          (vi) Adjustments for Other Dividends and Distributions. In the event
the Corporation at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of such Series C
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of securities of the
Corporation that they would have received had their Series C Preferred Stock
been converted into Common Stock on the date of such event and had thereafter,
during the period from the date of such event to and including the conversion
date, retained such securities receivable by them as aforesaid during such
period giving application to all adjustments called for during such period under
this paragraph (f) with respect to the rights of the holders of the Series C
Preferred Stock.

          (vii) Adjustment for Reclassification Exchange or Substitution. If the
Common Stock issuable upon the conversion of the Series C Preferred Stock shall
be changed into the same or a different number of shares of any class or classes
of stock, whether by capital reorganization, reclassification or otherwise
(other than a subdivision or combination of shares or stock dividend provided

                                        4
<PAGE>

for above, or a reorganization, merger, consolidation or sale of assets provided
for elsewhere in this paragraph (f)), then and in each such event the holder of
each share of Series C Preferred Stock shall have the right thereafter to
convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification or
other change, by holders of the number of shares of Common Stock into which such
shares of Series C Preferred Stock might have been converted immediately prior
to such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

          (viii) Reorganization, Mergers, Consolidations or Sales of Assets. If
at any time or from time to time there shall be a capital reorganization of the
Common Stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this paragraph (f) or a merger or
consolidation of the Corporation with or into another corporation, or the sale
of all or substantially all of tide Corporation's properties and assets to any
other person, then, as a part of such reorganization, merger, consolidation or
sale, provision shall be made so that the holders of the Series C Preferred
Stock shall thereafter be entitled to receive upon conversion of such Series C
Preferred Stock, the number of shares of stock or other securities or property
of the Corporation or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this paragraph (f) with respect to the
rights of the holders of the Series C Preferred Stock after the reorganization,
merger, consolidation or sale to the and that the provisions of this paragraph
(f) (including adjustment of the Conversion Price then in effect and the number
of shares purchasable upon conversion of the Series C Preferred Stock) shall be
applicable after that event as nearly equivalent as may be practicable.

          (ix) Sale of Common Stock or Securities Convertible Into Common Stock.
In the event the Corporation sells or issues Common Stock or other securities
convertible into or exercisable for Common Stock at a per share price, exercise
price or conversion price lower than the Conversion Price then in effect (other
than in connection with an acquisition of the securities, assets or business of
another company, licensing, partnership, technology transfer, marketing
alliance, joint ventures or employee, director, officer, or consultant issuances
or stock options), the Conversion Price shall be subject to weighted average
anti-dilution adjustments.

          (x) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Conversion Price or the securities issuable upon conversion
of the Series C Preferred Stock, the Corporation shall compute such adjustment
or readjustment in accordance herewith and the Corporation's Chief Financial
Officer shall prepare and sign a certificate showing such adjustment or
readjustment, and shall mail such certificate by first class mail, postage
prepaid, to each registered holder of the Series C Preferred Stock at the
holder's address as shown in the Corporation's books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based.

          (xi) Notices of Record Date. In the event of (A) any taking by the
Corporation of a record of the holders of any class or series of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution or (B) any reclassification or recapitalization
of the capital stock of the Corporation, any merger or consolidation of the

                                        5
<PAGE>

Corporation or any transfer of all or substantially all of the assets of the
Corporation to any other Corporation, entity or person, or any voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall mail to each holder of Series C Preferred Stock at least 10
days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (3) the time, if any is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares,
of Common Stock (or other securities) for securities or other Property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

          (xii) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of the Series C Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall round the sharps up to the nearest whole number.

          (xiii) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series C Preferred Stock, up to Forty One Million, Six Hundred
Fifty Thousand (41,670,000) shares of Common Stock, but in no event less than
the aggregate number of authorized but unissued shares sufficient to effect the
conversion of all then outstanding shares of Series C Preferred Stock and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of Series
C Preferred Stock, the Corporation will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

          (xiv) Notices. Any notice required by the provisions of this paragraph
(f) to be given to the holders of shares of Series C Preferred Stock shall be
deemed given (A) if deposited in the United States mail, postage prepaid, or (B)
if given by any other reliable or generally accepted means (including by
facsimile or by a nationally recognized overnight courier service), in each case
addressed to each holder of record at his address (or facsimile number)
appearing on the books of the Corporation.

          (xv) Payment of Taxes. The Corporation will pay all transfer taxes and
other governmental charges that may be imposed in respect of the issue or
delivery of shares of Common Stock upon conversion of shares of Series C
Preferred Stock.

     (g) No Re-issuance of Preferred Stock. Any shares of Series C Preferred
Stock acquired by the Corporation by reason of purchase, conversion or otherwise
shall be canceled, retired and eliminated from the shares of Series C Preferred
Stock that the Corporation shall be authorized to issue. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred Stock subject to the

                                       6
<PAGE>

conditions and restrictions on issuance set forth in the Articles of
Incorporation or in any certificate of designation creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

     (h) Severability. If any right, preference or limitation of the Series C
Preferred Stock set forth herein is invalid, unlawful or incapable of being
enforced by reason of any rule, law or public policy, all other rights,
preferences and limitations set forth herein that can be given effect without
the invalid, unlawful or unenforceable right, preference or limitation shall
nevertheless remain in full force and effect, and no right, preference or
limitation herein shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

     3. The number of authorized shares of Preferred Stock of the Corporation is
5,000,000 and the number of shares of Series C Preferred Stock, none of which
has been issued, is 50,000.

     The undersigned declares under penalty of perjury that the matters set out
in the foregoing Certificate are true of his own knowledge. Executed at
Sarasota, Florida on this 22 day of December, 2008.




                                    /s/ Edmund C. King
                                    --------------------------
                                    Print Name: Edmund C. King
                                    Title: President and Chief Executive Officer






                                        7