ex10_67.htm


    
      Exhibit 10.67

    

     

    SENIOR
SECURED PROMISSORY NOTE

     

    
      
        	 $
      150,000.00 	 March 24,
      2010


      

      Sarasota,
Florida

    

     

    FOR VALUE
RECEIVED, the undersigned, INVISA, INC., a Nevada
corporation (“Borrower”)
having an address at 1800 2nd
Street, Suite 965, , Sarasota, Florida, 34236 promises to pay to the order of
Centurian Investors, Inc, a Delaware corporation (“Lender”),
having an office at 1800 2nd
Street, Suite 970 Sarasota, Florida 34236, or such other place as the Lender may
designate inwriting, the principal amount up to and not to exceed ONE HUNDRED
FIFTY THOUSAND United States Dollars (U.S. $150,000.00), 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”).  Any
principal amount of this Note paid or prepaid may be reborrowed prior to the
Maturity Date.

     

     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 December 31, 2010 (the
“Maturity
Date”).

     

    
      
        
        

      

      
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    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 ($___________________) Dollars  under this
Note.

     

    9.           Security.  This Promissory
Note shall be secured by (i) up to Twenty Million, (20,000,000) 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 or other security 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.

     

    
      
        
        

      

      
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    (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;

     

    
      
        
        

      

      
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    (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:

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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      (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.

     

    
      
        
        

      

      
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    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.

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the
date first written above.

     

    
      	 
      	
              INVISA,
      INC.

               

              By:  __________________________

              Name:  Edmund
      C. King

              Title:  Chief
      Financial Officer

               

            
	 
      	 
      


    

     

     

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