ex10_74.htm


    Exhibit
10.74

     

    AMENDED
AND RESTATED

    CERTIFICATE
OF DESIGNATIONS OF PREFERENCES AND RIGHTS

    OF

    SERIES B
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 January
11,  2010,  adopted a  resolution amending and
restating the rights,  preferences,  privileges and
restrictions of, and the number of shares comprising,  the
Corporation's  Series B 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,
authorized  by the  Board
of  Directors  of the  Corporation pursuant to
authority given by the Corporation's Certificate of
Incorporation,  be, and hereby is, amended and restated as set forth
below.

    


             NOW,  THEREFORE,  BE
IT RESOLVED,  that the Board of  Directors  hereby
amends and restates the
rights,  preferences,  privileges  and  restrictions  relating
to, the Series B Preferred Stock as follows:

    


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

    


             (b)
Authorized Shares. The number of authorized shares constituting the Series B
Preferred  Stock shall be Ten Thousand (10,000) shares of such
series.

    


             (c)  Dividends.   On
or after January 1, 2010, the holder of the Series B 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 B Preferred Stock on or after January 1, 2010. To the extent that
any dividends accrued prior to January 1, 2010 and remain outstanding, such
dividend may be paid in whole or in part by the delivery of (i) cash, (ii)
shares of Series B Preferred Stock valued at $100.00 per share or (iii) shares
of Common Stock at the Conversion Price (as hereinafter
defined).  Payments of dividends with  Series B Preferred
Stock may be made at any time and from time to time at the option of the
Company, in its sole discretion.

    
       

               (d)
Liquidation Preference.

       

    

    
      
        
        

      

      
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                      (i)
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 B 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 B PURCHASE PRICE") per share of Series B
Preferred  Stock held (as adjusted  for any
stock  splits, stock dividends or  recapitalizations of the
Series B 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 B Preferred Stock with regard to any distribution of assets upon
liquidation,  dissolution or winding up of the
Corporation.  The holders of the Series B 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 B 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 B
Preferred  Stock.  Each holder of the Series B Preferred
Stock shall be entitled to receive that portion of the assets available for
distribution as the number of outstanding shares of Series B Preferred Stock
held by such holder bears to the total number of shares of Series B Preferred
Stock.  Such payment shall constitute payment in full to the holders
of the Series B 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 B Preferred Stock, so as to be
available for such payment, such holders of Series B 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 B Preferred  Stock,  or any stock splits, or the
issuance of common stock in connection with an acquisition of the securities,
assets or business of another company, joint ventures, merger of a subsidiary
and employee stock options be deemed a  "reclassification, merger or
consolidation"  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 B
Preferred  Stock,  the holders of the Series B Preferred
Stock shall be entitled  to a  distribution  of
cash  and/or  assets  equal to the value of the
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.

     

    
      
        
        

      

      
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                      (iv)  Distribution  to  Junior  Security  Holders.  After  the
payment or  distribution  to the holders of the Series B
Preferred Stock of the
full  preferential  amounts  aforesaid,  the
holders of Series B Preferred Stock shall have
no  further  rights in respect  at
such  Series B 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 B Preferred
Stock,  shall be entitled to receive ratably all of the
remaining  assets of the Corporation.

    


                      (v)  Preference;
Priority.  References  to
a  stock  that  is "SENIOR"  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 of stock over another in the  distribution of
assets on any  liquidation,  dissolution or winding up of
the  Corporation.  The Series B Preferred Stock shall be
senior to the Common Stock of the  Corporation and junior 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 B  Preferred  Stock shall not have the
right to vote on matters that come before the shareholders.

    


             (f)  Conversion
Rights.  The holders of Series B 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  shares of Series B
Preferred  Stock shall, upon election in the discretion of the
Corporation, be automatically 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 (the “Conversion
Shares”);  provided,  that a holder of Series
B  Preferred  Stock may at any given time be required to
convert  up to that number of shares of Series
B  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 B Preferred Stock
which may equal, but shall not exceed the Conversion Threshold, by the
conversion of such number of Series B Preferred Stock, that equals such number
of Common Stock as such holder shall be entitled.  Such conversion
shall be automatically completed upon issuance by the Corporation of written
Notice of Conversion mailed by regular US mail to the address of the record
Holder of the Series B Preferred Stock as reflected on the books of the transfer
agent or if no transfer agent the records of the Corporation (the “Notice of
Conversion”). In issuing the Notice of Conversion and effecting the conversion,
the Corporation may rely upon the records of the Company’s transfer agent, or if
no transfer agent upon the Corporation’s books and records, as final and
absolute proof of the identity of holder of record of the shares of Series B
Preferred stock, the number of shares of Series B Preferred stock owned and the
address of the Holder. Immediately upon issuance of such Notice of Conversion,
the Holder shall be treated as a common stockholder for all purposes and such
Holder shall have no continuing interest in or claim to Series B Preferred
stock. Upon Notice of Conversion  by the Corporation , the 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 therein the number of shares of Series B Preferred Stock
being converted.  Thereupon, the Corporation shall promptly issue and
deliver to the record Holders address as reflected on the books of the transfer
agent, or if no transfer agent the Corporation’s books, a certificate or
certificates for the number of shares of Common Stock to which Holder shall be
entitled, not to exceed the Conversion Threshold and, if applicable, a
certificate or certificates for the number of shares of Series B Preferred Stock
existing immediately after an automatic conversion.  The effectiveness
of the Conversion shall not be affected by Holder’s failure to surrender or
deliver the certificates for the Series B Preferred shares to the Corporation;
however, Corporation shall have no obligation to deliver certificates for
Conversion Shares until such surrender and delivery has been completed by
Holder. Should it occur that a Holder of Series B Preferred stock transfers or
assign shares of Series B Preferred stock without giving the transfer agent or
the Corporation proper notice, the Holder shall be liable for any damage to the
Corporation resulting therefrom and any Conversion Shares issued or to be issued
to Holder based on the incorrect information on the Corporations books or the
books of its transfer agent shall be voidable by the Corporation.

     

    
      
        
        

      

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

    


                     
(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 B 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

     

    
      
        
        

      

      
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                               (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 B 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 B 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 B Preferred Stock.

    


                      (vii)    Adjustment   for    Reclassification    Exchange   or
Substitution.  If the Common Stock  issuable upon the
conversion of the Series B 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 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 B 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
B  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 the  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
B  Preferred  Stock  shall  thereafter  be
entitled to receive upon conversion of such Series B
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 B Preferred Stock after the
reorganization,  merger,  consolidation or sale to the end
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 B Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.

     

    
      
        
        

      

      
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                      (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 B 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 B 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 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 B 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 B Preferred Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation shall round the shares up to the nearest whole
number.


                      (xiii)  Reservation
of Stock Issuable Upon  Conversion.  The
Corporation  shall at all times reserve and keep
available  not less than the aggregate number of authorized but
unissued shares sufficient to effect the conversion of all then outstanding
shares of Series B 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 B 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.

     

    
      
        
        

      

      
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                        (xiv)
Notices. Any notice required by the provisions of this paragraph (f) to be given
to the holders of shares of Series B 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 B Preferred
Stock.

     

             (g)
No Re-issuance of Preferred Stock. Except as otherwise expressly permitted
herein with respect to dividends, any shares of Series B Preferred Stock
acquired by the Corporation by reason of purchase, conversion or otherwise shall
be canceled, retired and eliminated from the shares of Series B 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

    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 B
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 B Preferred Stock, 9,000 of which has been issued and
outstanding, is 10,000.

    


            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 11th day of
January, 2010.

    


    
 

                      

    Print
Name:  Edmund C. King

    Title:      Acting
President and Chief Financial Officer

     

     

     

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