ex10_73.htm


    Exhibit
10.73


     

    Terms
of Exchange

     

     Invisa
Inc.

     

    EXCHANGE
OF

    SERIES
B PREFERRED STOCK FOR SHARES OF SERIES C PREFERRED STOCK

     

    AND

     

    CONSENT
SOLICITATION

     

     

    THIS
EXCHANGE EXPIRES AT 9:00 A.M., E.S.T., ON JANUARY 28, 2010,

    UNLESS
THE OFFER IS EXTENDED OR MODIFIED BY THE COMPANY.

     

      
        

      

    

     

            Invisa,
Inc. (the "Company," "our," "we" or "us") is offering to exchange on a share for
share basis, upon the terms and subject to the conditions set forth in this
Terms of Exchange and in the related letters of transmittal and consent (the
"Exchange"), all of our outstanding Series B Preferred Stock, par value
$0.001 per share ("Series B Preferred Stock") for shares of Series C
Preferred Stock, par value $0.001 per share ("Series C Preferred Stock" and
together with Series B Preferred Stock, collectively hereinafter referred
to as the "Preferred Stock").

     

            Concurrently
with the Exchange, we are soliciting consents (the "Consent Solicitation") from
holders of the Series B Preferred Stock to amend our Charter (the "Charter") to
modify the preferential terms of the Series B Preferred Stock, including
modifications to dividends and conversion, as described in this Terms of
Exchange ("Proposed Amendments").

     

            If
successfully completed, in the Exchange and Consent Solicitation you will
receive one share of Series C Preferred Stock for each share of Series B
Preferred Stock exchanged.  Any accumulated and unpaid dividends of
the Series B Preferred Stock presented for exchange by any Holder shall be paid
in equal shares of Series C Preferred Stock.

     

    
        Furthermore,
holders representing a majority of the outstanding shares of Series B Preferred
Stock, voting as a single class, must also approve the Proposed Amendments in
order to affect the Proposed Amendments, which may be accomplished by submitting
executed letter(s) of transmittal and consent and exchanging your shares of
Series B Preferred Stock. You must validly exchange all shares of Series B
Preferred Stock that you own and deliver your consent to the Proposed Amendments
to the Charter to modify the terms of the Series B Preferred Stock in order to
participate in the Exchange and Consent Solicitation.

     

            The Exchange and Consent Solicitation
will expire at 9:00 a.m., Eastern Standard Time, on January 28, 2010,
unless extended, modified or otherwise terminated by us. The term "expiration
date" means 9:00 a.m., Eastern Standard Time, on January 28, 2010, unless
we extend or modify the period of time for which the Exchange and Consent
Solicitation are open, in which case the term "expiration date" means the latest
time and date on which the Exchange and Consent Solicitation, as so extended,
expire.

     

            The Exchange and Consent Solicitation
and the securities to be issued in the Exchange and Consent Solicitation have
not been approved or disapproved by the Securities and Exchange Commission (the
"SEC"), any state securities commission, or the similar commission or
governmental agency of any foreign jurisdiction, nor has the SEC, any state
securities commission, or the similar commission or governmental agency of any
foreign jurisdiction determined whether the information in this Terms of
Exchange is truthful or complete. None of the SEC, any state securities
commission or any similar commission or governmental agency of any foreign
jurisdiction has passed upon the merits or fairness of the Exchange and Consent
Solicitation, or passed upon the adequacy or accuracy of the disclosure
contained in this Terms of Exchange. Any representation to the contrary is a
criminal offense.

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
        This
Terms of Exchange is being mailed to holders of the Series B Preferred Stock on
or around January 11, 2010.

     

    


        There
are 9,000 shares of our Series B Preferred Stock and 6628 shares of our
Series C Preferred Stock outstanding, each of which has a liquidation
preference of $100.00 per share.

     

            We
are seeking consents from holders of the Series B Preferred Stock to amend
certain provisions (collectively, the "Proposed Amendments") applicable to the
Series B Preferred Stock as described herein.  The affirmative vote of
holders of outstanding shares of Series B Preferred Stock is necessary to
approve the Proposed Amendments modifying the preferential terms of the Series B
Preferred Stock.  The holders representing a majority of the
outstanding shares of Series B Preferred Stock, voting as a single class, must
approve the Proposed Amendments which may be accomplished by submitting executed
letter(s) of transmittal and consent and validly exchanging your shares of
Series B Preferred Stock. If we do not receive the requisite consent from the
holders of the Series B Preferred Stock, the Company may or may not elect to
exchange the Series B Preferred Stock presented for exchange together with
accumulated and unpaid dividends on the Preferred Stock.

     

                    None
of our officers, employees, the Board, or any of our financial advisors is
making a recommendation to any holder of Preferred Stock as to whether you
should exchange shares in the Exchange and Consent Solicitation. You must make
your own investment decision regarding the Exchange and Consent Solicitation
based upon your own assessment of the value of the Series B Preferred Stock, the
effect of holding shares of the Series B Preferred Stock upon the approval of
the Proposed Amendments, your liquidity needs, your investment objectives and
any other factors you deem relevant.

     

            In
order to exchange shares in the Exchange and Consent Solicitation, you must
consent to the Proposed Amendments by executing letters of transmittal and
consent.  No meeting has been or is being held in conjunction with the
Consent Solicitation. Consents may only 
be submitted on the terms set
forth herein.

     

            Our
officers, directors and employees may solicit exchanges from holders of our
Preferred Stock and may answer inquiries concerning the Exchange and Consent
Solicitation, but they will not receive additional compensation for soliciting
exchanges or answering any such inquiries.

     

            The
Company will act as its own agent for the Exchange and Consent
Solicitation.

     

            Questions
related to the terms of the Exchange and Consent Solicitation and requests for
assistance or for additional copies of this Terms of Exchange, the letters of
transmittal and consent or any other documents may be directed to the Company
using its contact information set forth herein or by telephone at
(941) 870-3950. Beneficial owners may also contact their custodian for
assistance concerning the Exchange and Consent Solicitation.

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    SUMMARY

     

            The Terms of Exchange and the
related letters of transmittal and consent each contain important information
that should be read carefully before any decision is made with respect to the
Exchange and Consent Solicitation. The following summary is qualified in its
entirety by the more detailed information appearing elsewhere in the Terms of
Exchange and the related letters of transmittal and consent.

     

    Invisa,
Inc.

     

            Invisa Inc.
is a corporation incorporated in Nevada.  Our management has been
seriously challenged by the unprecedented economic turmoil.   One
of our goals in this challenging market environment has been to align the costs
of our operations to our cash flows. The acceptance of this Exchange and Consent
Solicitation would reduce the Company's continuing obligation to pay or
accumulate quarterly dividends on the Series B Preferred Stock, thereby allowing
the Company to use or preserve cash for other purposes and would also allow the
Company to elect to pay accrued but unpaid dividends in kind. The aggregate
dividends on the outstanding Preferred Stock total approximately $ 300,533.00 as
of September 30, 2009.

     

            We
believe the elimination of the Series B Preferred Stock and the related
dividends will give us the enhanced balance sheet flexibility to operate and
grow our business. We additionally believe that with an improved capital
structure there are multiple business opportunities we can pursue to enhance
stockholder value that have not previously been feasible.

     

            If
the Exchange and Consent Solicitation is not approved, there may be a near-term
negative effect on our business, results of operations, and financial position,
including the potential inability to satisfy our liabilities and the long-term
dividend-related cash requirements of our Series B Preferred Stock. The Series B
Preferred Stock will remain issued and outstanding, and entitled to all of the
preferential rights associated with the Series B Preferred Stock, including the
right to receive accumulated dividends.  If we do not successfully
complete the Exchange and Consent Solicitation, we currently cannot make
accumulated or future dividend payments on our Series B Preferred Stock, which
could adversely affect our business. Furthermore, the Preferred Stock is
entitled to receive $100.00 per share (before any payments are made to the
holders of our Common Stock and any other junior stock) upon any voluntary or
involuntary liquidation, dissolution or winding up of our affairs. However, if
the Proposed Amendments are not approved, upon any voluntary or involuntary
liquidation, dissolution or winding up of our affairs, the Series B Preferred
Stock will also continue to be entitled to any accumulated and unpaid dividends
(whether or not declared). Any liquidating distributions to capital stock are
subject to payments on outstanding indebtedness. The Series B Preferred Stock
will continue to rank senior to our Common Stock with respect to the payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding up and be entitled to a larger amount of our assets. Our ability to make
distributions to holders of Common Stock will remain limited.

     

            The
Company cannot make any assurances that it will receive the requisite consents
of the holders of the Preferred Stock and that all the conditions will be met to
complete the Exchange and Consent Solicitation.

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    
      
        
          Summary
Description of the Exchange and Consent Solicitation

        

         

        
          	
                  The
      Company

                	
                  Invisa, Inc.

                	 
      
	 	 	 
	
                  The
      Preferred Stock Subject to 

                  the
      Exchange and Consent 

                  Solicitation

                	
                  All
      outstanding shares of our Series B Preferred Stock.

                	 
      
	 
      	 
      	 
      
	
                  The
      Exchange

                	
                  We
      are offering to exchange one share of Series B Preferred Stock for a
      newly issued shares of Series C Preferred Stock, for any and all of
      our shares of Series B Preferred Stock validly exchanged prior to the
      expiration of the Exchange and Consent Solicitation.

                	 
      
	 	 	 
	
                  Consideration

                	
                   

                  In
      the Exchange and Consent Solicitation for each exchanged share of Series B
      Preferred Stock, the holder will receive one share of newly issued Series
      C Preferred Stock.  Any accumulated and unpaid dividends shall
      be converted into shares of Series C Preferred Stock at a rate of one
      share for each $100.00 of accumulated and unpaid dividends at the time of
      the exchange.

                	 
      
	 
      	 
      	 
      
	
                  
 

                  Aggregate
      Consideration

                	
                   

                  Assuming
      all shares of Preferred Stock are validly exchanged, we will cancel an
      aggregate of 9000 shares of Series B Preferred Stock and issue an
      aggregate of 9000 shares of Series C Preferred Stock, which does not
      include accrued and unpaid dividends.

                   

                   

                	 
      
	 	 	 
	 	 	 
	 	 	 
	
                   

                  Accumulated
      and Unpaid 
Dividends

                	
                  The
      aggregate accumulated and unpaid dividends on the Series B Preferred Stock
      as of September 30, 2009 is $300,533.00, which shall be converted into
      approximately 3005 shares of Series C Preferred Stock as of the expiration
      date.  Additional dividends due and payable through December 31,
      2009 shall be calculated and converted at the same rate.

                	 
      
	 	 	 
	
                   

                  The
      Consent Solicitation

                	
                  In
      order to exchange shares in the Exchange and Consent Solicitation, holders
      of our Series B Preferred Stock are required to consent (by executing the
      letters of transmittal and consent) to amend the Charter to modify the
      terms of the Series B Preferred Stock as set forth in Annex A.

                	 
      


           

          
            
              
              

            

            
              Page
4

              
                

              

            

            
              
              

            

          

           

          	
                  Expiration
      of the Exchange 

                  and
      Consent Solicitation

                	
                  The
      Exchange and Consent Solicitation will expire at 9:00 a.m., Eastern
      Standard Time, on January 28, 2010, unless extended or earlier terminated
      by us.

                	 
      
	 
      	 
      	 
      
	 	 	 
	 	 	 
	 	 	 
	
                  
Risk
Factors

                	
                  You
      should consider carefully all of the information set forth in this Terms
      of Exchange before deciding whether to participate in the Exchange and
      Consent Solicitation.

                
	 	 
	 	 
	 	 
	
                  Additional
      Documentation; 

                  Further
      Information; 

                  Assistance

                	
                  Any
      requests for assistance concerning the Exchange and Consent Solicitation
      and requests for additional copies of this Terms of Exchange and the
      letters of transmittal and consent may be directed to the Company at the
      following address and telephone number:
      ­­­­­­­­PO Box 49376, Sarasota, Fl 34230
      941-870-3950

                


        

      

    

     

    

QUESTIONS AND ANSWERS
ABOUT

    THE
EXCHANGE AND CONSENT SOLICITATION

     

            The following are
some questions regarding the Exchange and Consent Solicitation that you may have
as a holder of the Series B Preferred Stock and the answers to those questions.
We urge you to read carefully the entire Terms of Exchange, the related letters
of transmittal and consent, our annual report on Form 10-K for the year
ended December 31, 2008 (the "Annual Report") and our Quarterly Report on
Form 10-Q for the period ended September 30, 2009 (the "Quarterly Report").
Additional important information is contained in the remainder of the Terms of
Exchange.

     

            What is the purpose of the Exchange
and Consent Solicitation?

     

           One
of our goals in this challenging market environment has been to align the costs
of our operations to our cash flows. The acceptance of this Exchange and Consent
Solicitation would reduce the Company's continuing obligation to pay or
accumulate quarterly dividends on the Series B Preferred Stock and allow the
Company to pay accrued and unpaid dividends in kind, thereby allowing the
Company to use or preserve cash for other purposes and improve its balance
sheet. Currently, the aggregate dividends on the outstanding Preferred Stock
total approximately $300,533.00 as of September 30, 2009.

     

            If
we receive the requisite approval from the holders of the Series B Preferred
Stock and the Exchange and Consent Solicitation is completed, then
contemporaneously with the closing we will pay all accumulated and unpaid
dividends on the Series B Preferred Stock through the issuance of additional
shares of Series C Preferred Stock. Those holders who do not exchange their
shares of Series B Preferred Stock, despite the completion of the Exchange and
Consent Solicitation, will not be paid any cumulated dividends on the Series B
Preferred Stock. Further, if the Exchange and Consent Solicitation is completed,
our obligation to pay future accumulated and unpaid dividends on any remaining
outstanding shares of Preferred Stock will be eliminated and future dividends,
if any, will be eliminated.

     

            We
believe the significant reduction or elimination of the outstanding Series B
Preferred Stock and the elimination of the related dividends obligations will
give us the enhanced balance sheet flexibility to operate and grow our business.
We additionally believe that with an improved capital structure there are
multiple business opportunities we can pursue to enhance stockholder value that
have not previously been feasible.

     

    
      
        
        

      

      
        Page
5

        
          

        

      

      
        
        

      

    

     

            If
the Exchange and Consent Solicitation is not approved, there may be a near-term
negative effect on our business, results of operations, and financial position,
including the potential inability to satisfy our liabilities and the long-term
dividend-related cash requirements of our Series B Preferred Stock and
obligations pursuant to the terms of our remaining trust preferred securities.
We currently have no present intention to pay accumulated or future dividends on
the Series B Preferred Stock.

     

            
What will I receive in the Exchange and Consent Solicitation if I exchange my
shares of Preferred Stock and they are accepted?

     

            If
successfully completed, for every one share of Series B Preferred Stock
exchanged, you will receive one share of Series C Preferred
Stock.  Additionally, any accrued and unpaid interest as of December
31, 2009, on the Series B Preferred Stock will be paid by the issuance of
additional Series C Preferred Stock.

     

                    
When will I receive my Series C Preferred Stock?

     

            If
all terms and conditions for completion of the Exchange and Consent Solicitation
are satisfied or waived, we will issue for all validly exchanged shares of
Series B Preferred Stock for shares of Series C Preferred Stock as set forth
herein promptly after the expiration date of the Exchange and Consent
Solicitation. Unless otherwise indicated on the Letter of Transmittal and
Consent, newly issued share certificates for Series C Preferred Stock shall be
delivered to the address of the Holder on the books and records of the
Company.

     

            
What are the conditions to the closing of the Exchange and Consent
Solicitation?

     

            We
are not obligated to purchase any exchanged shares of Preferred Stock if (1)
there is any litigation regarding the Exchange and Consent Solicitation
challenging or seeking to make illegal, materially delay, restrain or prohibit
the Exchange and Consent Solicitation; or which would have a material adverse
effect on us; (2) the consummation of the Exchange and Consent Solicitation
would violate any law, rule or regulation applicable to us; (3) any law, rule,
regulation or governmental order becomes applicable to us that results, directly
or indirectly, in the consequences described under paragraph 1 above; or
(4) less than a majority of the outstanding shares of the Series B Preferred
Stock, voting as a single class are exchanged (and thereby consent to the
Proposed Amendments to our Charter) in the Exchange and Consent
Solicitation.   We will, in our reasonable judgment, determine
whether each of the Exchange and Consent Solicitation conditions have been
satisfied and whether to waive any conditions that have not been
satisfied.

     

            If the Exchange and Consent
Solicitation is NOT successfully completed, what will be the consequences to the
stockholders and the Company?

     

            If
the Exchange and Consent Solicitation is not successfully completed, the Series
B Preferred Stock will remain issued and outstanding, and entitled to all of the
preferential rights associated with the Preferred Stock, including the right to
receive dividends.  Given our current financial condition, we
currently cannot pay dividends on the Series B Preferred Stock if the Exchange
and Consent Solicitation is not successfully completed. If the Exchange and
Consent Solicitation is not successfully completed, the Series B Preferred Stock
will continue to rank senior to our Common Stock with respect to the payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding up and be entitled to a larger amount of our assets. Plus, our ability
to make distributions to holders of Common Stock will remain limited. Unless all
of the cumulative dividends due and owing on the Series B Preferred Stock are
paid in full, the Company will not be able to declare dividends or distributions
on the Common Stock of the Company in the future.

     

    
      
        
        

      

      
        Page
6

        
          

        

      

      
        
        

      

    

     

    
        There
may be significant adverse consequences to the Company if the proposal to
approve the Proposed Amendments is not approved by the holders of Series B
Preferred Stock, including the potential inability to satisfy our liabilities
and the long-term dividend-related cash requirements of our Series B Preferred
Stock. The Company will continue to be obligated to pay accumulated dividends on
the Series B Preferred Stock.

     

            In
light of the continuing economic turmoil, our ability to continue our operations
is dependent upon our ability to implement successfully our strategic
initiatives and acquire new operations that contribute sufficient additional
cash flow to enable us to meet our current and future expenses. Our future
financial performance and success are dependent in large part upon our ability
to implement our contemplated strategies successfully. To the extent that we are
not successful in reducing our payment obligations, we would be unlikely to be
able to continue our operations as planned, thereby requiring us to reduce our
operating costs and expenses so that our income can cover those costs. As a
result, we may not be able to accomplish our goals, rebuild our business, and,
given the limited opportunities available in the financial market, we may be
required to change our current plan of operations, which we cannot determine at
this time, but could include a wind down of the Company.

     

            
If I decide not to exchange my shares of Preferred Stock and the Exchange and
the Consent Solicitation is completed, how will the completion of the Exchange
and the Consent Solicitation affect my shares of Preferred Stock?

     

            If
you decide not to exchange your shares of Preferred Stock and the Proposed
Amendments take effect, the Series B Preferred Stock will no longer accrue
dividends and any accrued and unpaid dividends may be satisfied by either (i)
cash, (ii) in Series B Preferred Stock or (iii) in common stock of the Company,
by the Company at its election.  In addition, the Company may convert
your Series B Preferred Stock into common stock at its election at any time
after the Proposed Amendments take effect.

     

     

     

            
 Am I required to exchange my shares
of Preferred Stock in order to receive the accumulated and unpaid dividends on
my shares of Preferred Stock?

     

            No.
If the Exchange and Consent Solicitation is successfully completed, but you
choose not to exchange your shares of Series B Preferred Stock, you will still
be entitled to receive the accumulated and unpaid dividends on your shares of
Series B Preferred Stock until such time as the Proposed Amendments become
effective.  However, the Company does not have adequate funds to pay
such dividends at this time and there can be no assurance that you will receive
payment on the accumulated and unpaid dividends in the future.  In
addition, the Proposed Amendments will permit the Company to satisfy any
accumulated and unpaid dividends by issuing you additional shares of the Series
B Preferred Stock in lieu of a cash payment.

     

            
Will I receive accumulated and unpaid dividends if the Exchange and Consent
Solicitation is NOT successfully completed?

     

            
All dividends accrued as of the date of the Exchange shall remain an obligation
of the Company; however, the Company is not able to pay any of the accumulated
and unpaid dividends at this time and there can be no assurance that the Company
will have the monetary resources to pay such dividends in the
future.

     

            
When will the Exchange and Consent Solicitation expire?

     

            The
Exchange and Consent Solicitation is currently scheduled to expire at
9:00 a.m., Eastern Standard Time, on January 28, 2010.  We may,
however, extend the Exchange and Consent Solicitation from time to time as
necessary until all the conditions to the Exchange and Consent Solicitation have
been satisfied or waived.

     

            
Under what circumstances can
the Exchange and Consent Solicitation be extended?

     

            We
may extend the Exchange and Consent Solicitation for any period at our sole
discretion to increase the time in which holders of the Series B Preferred Stock
may exchange their shares. We will also extend the expiration date of the
Exchange and Consent Solicitation if required by applicable law or
regulation.  You should note that it is highly unlikely that the
period of time for the exchange would be later than January28,
2010.

     

    
      
        
        

      

      
        Page
7

        
          

        

      

      
        
        

      

    

     

            What happens to my exchanged shares
if the Exchange and Consent Solicitation is terminated?

     

            
 If the Exchange and Consent
Solicitation is terminated and you previously have exchanged shares, we will
return certificates for such shares of Series B Preferred Stock exchanged as
soon as practicable following the termination of the Exchange and Consent
Solicitation without expense to the exchanging stockholder.
        

     

            
How will I be notified if the Exchange and Consent Solicitation is extended,
amended or terminated?

     

            If
the Exchange and Consent Solicitation is extended, amended or terminated, we
will promptly notify all holders of the Series B Preferred at the address of
record on the books of the Company.

     

            
Will I have to pay any fees or commissions for participating in the Exchange and
Consent Solicitation?

     

            No.

     

            
May I exchange only a portion of the shares of Preferred Stock that I
hold?

     

            No.
You must exchange all of your shares of Series B Preferred Stock to participate
in the Exchange and Consent Solicitation.

     

     

     

            
How do I exchange my shares of Preferred Stock?

     

            If
you hold physical share certificates and are the record owner of your shares,
you must deliver the certificates representing your shares of Series B Preferred
Stock, together with completed letters of transmittal and consent and any other
documents required by the letters of transmittal and consent, to the Company, no
later than the time the Exchange and Consent Solicitation expires.

     

            What is the Consent
Solicitation?

     

            We
are soliciting consents from holders of the Series B Preferred Stock to amend
the Charter to modify the preferential terms of the Series B Preferred Stock
including modifications to dividend.   Each share of Series B
Preferred Stock (equal to each $100.00 of liquidation preference) will be
entitled to one vote on the Consent Solicitation.

     

            In
order to complete the purchase of the Series B Preferred Stock in the Exchange
and Consent Solicitation, we must receive the requisite approvals of the
Proposed Amendments from the holders of the Series B Preferred
Stock.

     

            
Do I have to deliver my consent in the Consent Solicitation in order to exchange
my shares of Series B Preferred Stock validly in the Exchange and Consent
Solicitation?

     

            Yes.
You must consent to the Proposed Amendments in order to exchange your shares of
Series B Preferred Stock in the Exchange and Consent Solicitation. Your
participation in the Exchange and Consent Solicitation is conditioned on your
execution of a written consent approving the Proposed Amendments, and our
completion of the Exchange and Consent Solicitation is conditioned on obtaining
consents from the requisite number of holders of the Preferred Stock (voting
together as a single class) to the Proposed Amendments.  There is no
record date for the Exchange and Consent Solicitation, and the holders of a
majority of the outstanding shares of Series B Preferred Stock as of the
expiration date will be required to consent to the Proposed Amendments pursuant
to the terms set forth herein.

     

    
      
        
        

      

      
        Page
8

        
          

        

      

      
        
        

      

    

    
      
         

                
What vote is required to approve the
Proposed Amendments?

      

    

     

         Holders
representing a majority of the outstanding shares of Preferred Stock, voting as
a single class, must approve the Proposed Amendments in order to affect the
Proposed Amendments, which may be accomplished by submitting executed letter(s)
of transmittal and consent and validly exchanging your shares of Series B
Preferred Stock.

    
      
         

                
May
I deliver a consent to only some of the Proposed
Amendments?

      

    

     

            No.
You must consent to all of the Proposed Amendments affecting the Series B
Preferred Stock you hold if you wish to validly exchange any of your shares of
Preferred Stock.

    
      
         

                
How do I deliver my consent to the
Proposed Amendments?

      

    

     

            If
you are a record holder of shares of Preferred Stock, by submitting executed
letters of transmittal and consent and validly exchanging your shares of Series
B Preferred Stock, you will be consenting to all of the Proposed Amendments to
the terms of the Preferred Stock.

    
      
         

                
When
will the Proposed Amendments become effective?

      

    

     

            If
we receive the requisite approval of the holders of the Series B Preferred Stock
and all other conditions are met, the Proposed Amendments will become effective
upon the filing by the Company of the Amendment to the Certificate of
Designation of the Series B Preferred Stock with the Secretary of State of the
State of Nevada  (the “Amendment”) or at a later date and time
specified in the amendment.  The Company intends to file the Amendment
promptly upon the earlier of receipt of a majority of the consents of the Series
B Preferred Stock or, after the expiration of the Exchange and Consent
Solicitation, but not later than January 31, 2009.

    
      
         

                
Are
you making a recommendation regarding whether I should exchange in the Exchange
and Consent Solicitation?

      

    

     

            No.
You must make your own investment decision regarding the Exchange and Consent
Solicitation based upon your own assessment of the market value of the Series B
Preferred Stock, the effect of holding shares of Series B Preferred Stock if the
Proposed Amendments are approved, your liquidity needs, your investment
objectives and any other factors you deem relevant.

    
      
         

                
What are the tax consequences of the
transaction to me?

      

    

     

            We
urge you to consult with your own tax advisor as to the particular tax
consequences to you of the Exchange and Consent Solicitation.

    
       

              
Does
the Company intend to remain a public company following the completion of the
Exchange and Consent Solicitation?

    

     

            Yes.
We intend to remain a public company.

     

            
Whom do I call if I have any questions on how to exchange my shares of Preferred
Stock or consent to the Proposed Amendments, or any other questions relating to
the Exchange and Consent Solicitation?

     

    
      
        
        

      

      
        Page
9

        
          

        

      

      
        
        

      

    

     

            Questions
related to the terms of the Exchange and Consent Solicitation and requests for
assistance, as well as for additional copies of this Terms of Exchange, the
letters of transmittal and consent or any other documents, may be directed to
the Company at its mailing address, PO Box 49376, Sarasota, Florida 34230 or by
telephone at (941) 870-3750.

     

            
Where can I find more information about Invisa, Inc.?

     

            For
more information, see the Annual Report and the Quarterly Reports filed with the
Securities and Exchange Commission at www.sec.gov.

     

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10