**EMPLOYMENT
        AGREEMENT**
 
 
 THIS
        EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 15th day of
        June 2006, by and between Invisa, Inc., a Nevada corporation. (the “Company”)
        and Carl A. Parks (the “Employee”).
 
 **RECITALS:**
  **WHEREAS,** Employee
        wishes to continue to be employed by the Company, and the Company wishes
        to
        continue employing the Employee. (Carl A. Parks began employment with Invisa,
        Inc. on August 1, 2001.)
  **WHEREAS,** the
        parties acknowledge that the Company has advised Employee that the auditor’s
        opinion which accompanies the Company’s Financial Statements for the year ended
        December 31, 2005, may express concern over the Company’s ability to remain a
“going concern”.
  **WHEREAS,** the
        Company and the Employee are desirous of setting forth in this definitive
        Employment Agreement their respective rights and obligations in respect to
        Employee’s employment with the Company.
  **NOW,
        THEREFORE** ,
        in
        consideration of Employee’s employment and in consideration of the mutual
        promises in this Agreement, and for additional good and valuable consideration,
        the receipt and sufficiency of which are acknowledged by the parties hereto,
        the
        Company and the Employee agree as follows:
  **1.**  **Employment
        and Term** **.** On
        the
        terms and subject to the conditions of this Agreement, the Company agrees
        to
        employ the Employee and the Employee accepts such employment. Employee’s
        employment under this Agreement shall commence on the date hereof, and shall
        continue in effect, as described in Exhibit “A”, unless earlier terminated
        pursuant to Paragraph 6 herein below.
  **2.**  **Duties** **.** The
        Employee is employed by the Company to perform the duties specified from
        time to
        time by the Board of Directors and as set forth on Exhibit “A” which is attached
        hereto, incorporated herein and made a part hereof (“Duties”).
  **3.**  **Compensation** **.** As
        compensation for Employee performing the Duties, the Company shall pay Employee
        the compensation as set forth on Exhibit “B” which is attached hereto,
        incorporated herein and made a part hereof (“Compensation”).
  **4.**  **Vacations** .
        Employee shall be entitled each year to a vacation as provided in Exhibit
“B”,
        during which time Employee’s Compensation shall be paid in full.
  
 **5.**  **Fringe
        Benefits and Reimbursement of Expenses** **.**
  **a.**  Employee
        shall be entitled to participate in any group plans or programs maintained
        by
        the Company, if any, such as health insurance or other related benefits as
        may
        be in effect from time to time and offered to the other employees of the
        Company
        (“Benefits”).
  **b.**  Company
        acknowledges that it will pay for reasonable expenses incurred by Employee
        in
        furtherance of his duties to the Company, which shall include, without
        limitation, expenses for entertaining,
   1
  travel
        and similar items. All such expenses will be in incurred in accordance with
        policies adopted by the Company from time to time.
  **c** .  The
        Company shall provide Employee actual gasoline expenses for Company business
        at
        IRS rates.
  
  **6.**  **Termination
        of** **** **Employment** **.**
  **6.1**  Prior
        to
        the Termination Date, this Agreement and all the rights and obligations of
        the
        parties hereto shall terminate immediately: (i) in the event of the Employee’s
        death; or (ii) if the Company ceases to conduct business.
  **6.2**  Prior
        to
        the Termination Date, the Company may, upon written notice to the Employee,
        immediately thereafter terminate the Employee’s employment for proper cause,
        pursuant to the grounds set forth herein (“For Cause”), and in the event of such
        For Cause termination, the Employee shall not be entitled to any Compensation
        or
        Lump Sum Severance Package Compensation as hereinafter defined following
        the
        date set forth on the written notification of such For Cause termination,
        other
        than options that are fully vested as of the date of the For Cause termination.
        The grounds for For Cause termination are the occurrence of any of the
        following: (i) indictment of Employee on felony charges; (ii) Employee’s
        engagement in illegal business practices in connection with the Company’s
        business; (iii) Employee’s intentional and material misappropriation of the
        Company’s assets; (iv) the Employee’s breach of: Company policies; this
        Agreement; the Covenant Not To Compete Agreement attached hereto as Exhibit
“C”;
        the Confidentiality/Waiver of Interest Agreement attached hereto as Exhibit
“D”.
        With respect to a For Cause termination under (iv), the written notice will
        provide the Employee 10 days within which to cure the breach (“Cure Period”),
        and if it is not cured within that period, the For Cause termination will
        become
        immediately effective. With regard to the Covenant Not to Compete Agreement
        attached as Exhibit “C” and the Confidentiality/Waiver of Interest Agreement
        attached as Exhibit “D”, the Cure Period will run concurrently with (and not be
        in addition to) the Mediation Period as defined in Exhibits “C” and
“D”.
  **6.3**  Prior
        to
        the Termination Date, the Company may, upon 30 days written notice to the
        Employee, immediately thereafter terminate the Employee’s employment without
        cause (For Cause being limited to the grounds set forth in Paragraph 6.2
        herein
        above). In the event of such without cause termination, after the initial
        3
        months of employment with the Company, the Company shall for a period of
        90 days
        following the date of such termination ( the “Severance Payment Period”)pay to
        Employee severance compensation consisting of the Compensation and Benefits
        (as
        set forth on Exhibit “B”) which would have been due and payable to Employee
        under this agreement had Employees employment not been terminated without
        cause
        (“Severance Package Compensation”). In the event of a termination without cause,
        which occurs after the initial 12 months of employment by Employee under
        this
        Agreement, the Severance Package Compensation shall be increased to equal
        the
        compensation and Benefits which would have been paid to Employee for 180
        days
        (i.e., the Severance Payment Period is increased from 90 days to 180 days).
        In
        the event of termination without cause during the initial 3 months of employment
        by Employee under this Agreement, no Severance Package Compensation or other
        severance payment of any description shall be due as a result of such
        termination. The Severance Package Compensation shall be paid during the
        Severance Payment Period at the same intervals as the Compensation and Benefits
        would have been paid had the employment not been terminated. The Severance
        Package Compensation shall constitute the only compensation due to Employee
        as
        the result of termination of employment without cause and the Company shall
        have
        no additional liability to Employees as a result of such termination of
        employment without cause. Termination of Employment by the Company for
        disability of Employee shall be deemed termination without cause.
   2
  
  **6.4**  Prior
        to
        the Termination Date, in the event that (1)there shall be a Change in Control
        (as defined below) in the Company or (2) the scope of Employee's duties with
        the
        Company shall significantly change, the Employee may, upon 30 days written
        notice to the Company given within 30 days of the change set forth in (1)
        or (2)
        above, terminate Employee’s employment with the Company, and in such event,
        Employee shall not be entitled to any compensation following the date of
        such
        termination, other than options. Any un vested options shall fully vest as
        of
        the date of the termination.
  For
        purposes of this Agreement, the term “Change
        in Control”
shall
        mean:
 
 (i)  The
        acquisition by any individual or entity of beneficial ownership of 50% or
        more
        of the then outstanding shares of common stock of the Company in one transaction
        or
 
 (ii)  The
        consummation of a reorganization, merger or consolidation or sale or other
        disposition of all or substantially all of the assets of the Company (a
“ Business
        Combination) unless,
        following such Business Combination, more than 50% of the then outstanding
        shares of common stock of the corporation resulting from such Business
        Combination is owned by the Company's shareholders ; or
  (iii)  The
        individuals who on the date of this Agreement constitute the Board of Directors
        or the senior executive management of the Company thereafter cease to constitute
        at least a majority thereof.
 
  **6.5**  In
        the
        event this Agreement is not terminated prior to its Termination Date as set
        forth hereinabove in this Paragraph 6, then in such event this Agreement
        shall
        terminate upon the Termination date.
  
  **7.**  **Non-Competition** **.** Simultaneously with his execution of this Agreement Employee shall execute
        a
        Covenant Not to Compete Agreement with the Company, as set forth on Exhibit
“C”
which is attached hereto, incorporated herein and made a part hereof The
        parties
        acknowledge and agree that the mediation provisions and remedy provisions
        of the
        Covenant Not to Compete Agreement as set forth in Paragraphs 4 and *5* respectively
        thereof are the dispute resolution and remedy provisions that govern the
        parties
        under the Covenant Not to Compete Agreement and Paragraph 13 of this Agreement
        is not applicable thereto.
  **8** .  **Confidentiality/Waiver
        of Interest** .
        Simultaneously with his execution of this Agreement, Employee shall execute
        a
        Confidentiality/Waiver of Interest Agreement with the Company, as set forth
        on
        Exhibit “D” which is attached hereto, incorporated herein and made a part hereof
        The parties acknowledge and agree that the mediation provisions and the remedy
        provisions of the Confidentiality/Waiver of Interest Agreement as set forth
        in
        Paragraphs 7 and 8 respectively thereof are the dispute resolution and remedy
        provisions that govern the parties under the Confidentiality/Waiver of Interest
        Agreement and Paragraph 13 of this Agreement is not applicable
        thereto.
  **9.** **Notices** **.** Any
        notice provided for in this Agreement must be in writing and must be either
        personally delivered or mailed by certified mail, return receipt required,
        to
        the recipient at the address indicated below:
   3
  
  **To
        the Company:**  **To
        the Employee:**
  Invisa,
        Inc.  Carl
        A.
        Parks
 6935
        15 th Street
        East, Suite 120  11122
        3 rd Avenue
        E
 Sarasota,
        FL 34243  Bradenton,
        FL 34212
 
 Or
        such
        other addresses or to the attention of such other person as the recipient
        party
        shall have specified by prior written notice to the sending party.
  **10.**  **Severability** .
        In the
        event that any provision of this Agreement shall be held to be unreasonable,
        invalid, or unenforceable for any reason whatsoever, the parties agree that:
        (i)
        such invalidity or unenforceability shall not affect any other provision
        of this
        Agreement and the remaining covenants, restrictions, and provisions hereof
        shall
        remain in full force and effect; and (ii) any court, arbitrator or arbitration
        panel, as the case may be, may so modify the objectionable provision as to
        make
        it valid, reasonable, and enforceable, and such provision, as so modified,
        shall
        be valid and binding as though the invalid, unreasonable, or unenforceable
        portion thereof had not been included therein.
  **11.**  **Complete
        Agreement** **.** This
        Agreement contains the entire agreement of the parties and supersedes and
        preempts any prior understandings, agreements or representations between
        Employee and Company regarding the employment of Employee.
  **12.**  **Counterparts** **.** This
        Agreement may be simultaneously executed in two counterparts, each of which
        shall be an original, and all of which shall constitute but one and the same
        instrument.
  **13.**  **Mediation/Arbitration
        Provision** **.** The
        parties shall in good faith endeavor to resolve all claims or disputes arising
        from or relating to the terms of this Agreement first by mediation through
        a
        mediator selected by the parties and if not resolved by mediation, then the
        parties agree to resolve all claims or dispute by binding arbitration in
        accordance with this Section. The party seeking mediation shall submit a
        written
        notice for mediation to the other party (the “Notice”). The parties shall agree
        on a mediator and mediation date within ten business (10) days from the date
        of
        the Notice. If the parties are unable to agree upon a mediator and mediation
        date within ten (10) business days from the date of the Notice, the matter
        shall, within twenty (20) business days from the date of the Notice, be referred
        to the American Arbitration Association for final and binding arbitration.
        If
        the matter is mediated but not resolved by mediation, the matter shall, within
        ten (10) days from the last mediation proceeding, be referred to the American
        Arbitration Association for final and binding arbitration. The arbitration
        proceedings shall take place in Sarasota County, Florida and shall be governed
        by the Florida Arbitration Code and the rules pertaining to commercial
        arbitration of the American Arbitration Association then in effect (except
        the
        provisions of this paragraph shall govern if in conflict with such rules).
        There
        shall be one arbitrator if the amount in controversy is less than twenty
        four
        thousand dollars ($24,000), and otherwise there shall be three arbitrators.
        The
        arbitration award may be entered in any court of competent jurisdiction,
        as
        provided for in this Agreement, for an order of enforcement if necessary.
        The
        costs of the arbitration shall be divided equally between the parties. No
        party
        shall be entitled to recover attorneys fees incurred in any arbitration
        proceeding from the other party. However, if either party is required to
        take
        legal action to enforce or collect the award, the prevailing party in such
        legal
        action shall be entitled to collect all costs and reasonable attorney’s fees and
        other expenses from the other party.
   4
  **14.**  **Employee
        Representation** .
        Employee represents that he is currently not subject to any contract, agreement
        or understanding with any other party or entity that restrict his employment
        in
        any way or provides for any not compete or non-disclosure obligations upon
        Employee, other than as set forth in Exhibit C hereto, copies of which
        agreements are attached to such Exhibit.
  **15.**  **Amendments/Waivers** **.** This
        Agreement may only be modified, amended, or waived by **a** writing
        duly authorized and executed by all parties.
  **16.**  **Draftsman** **.** In
        construing this Agreement, neither of the parties hereto shall have any term
        or
        provision of this Agreement construed against such party solely by reason
        of
        such party having drafted same as each provision of this Agreement is deemed
        by
        the parties to have been jointly drafted by the Company and the
        Employee.
  **17.**  **SEC
        Compliance** **.** Employee
        acknowledges that the Company, as of the date hereof, is a “Reporting Company”
under the Securities Exchange Act of 1934 as amended (the “Act”). While the
        Company remains a Reporting Company, its officers and directors, and certain
        shareholders are required to file periodic reports under Section 16, as it
        relates to the ownership, acquisition and disposition of their equity of
        Invisa,
        Inc. Employee agrees that he will timely file Section 16 reports regarding
        his
        equity ownership of Invisa, Inc. Employee further agrees that he will abide
        by
        Regulation FD and Invisa, Inc.’s written policies as may adopted from time to
        time regarding insider trading and disclosure of non-public
        information.
  **18.**  **Governing
        Law** **.** This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Florida.
  **In
        Witness Whereof** **,** the
        parties have executed this Agreement on the day and year first above
        written.
  **The
        Company** **:**  **Employee:**
 **Invisa,
        Inc.**
 
 
 
 **By:
        /s/Edmund
        C. King______________________**  **/s/Carl
        A. Parks._____________________**
 Edmund
        C.
        King  **Carl
        A. Parks**
 Chief
        Financial Officer
 
 4


**Exhibit
      “A”**











EMPLOYMENT
      AGREEMENT


Between





Invisa,
      Inc.








And





Carl
      A.
      Parks








In
      accordance with Paragraph 2, Employee shall perform the following
      duties:





From
      June
      15, 2006 to June 15, 2009, Employee shall be employed as the President and
      Chief
      Operating Officer (“PRES”) of the Company.





**President**





From
      June
      15, 2006 to June 15, 2009, Employee shall be employed as President of the
      Company. As President, Employee shall work with the Company’s Board of Director
      to establish revenue targets and overall company direction. Employee shall
      be in
      charge of and have final decision making authority for the day to day management
      and operation of the company which shall include without limitation budgeting,
      marketing, research and development and personnel. For purposes of this
      agreement “personnel” shall include the selection, recruitment, hiring,
      promotion and termination of employees, consultants and independent contractors.
      All employees of the Company shall without limitation report directly to the
      President. The president shall report to the Board of Directors and shall work
      with the Board of Directors to establish all revenue targets for the Company,
      including those for systems, hardware, development contracts and licensing.





**In
      Witness Whereof** **,** the
      parties have executed this Agreement on June 15,2006




**The
      Company** **:**  **Employee:**


**Invisa,
      Inc.**











**By:
      _____/s/ Edmund C. King_________________________________      /s/
      Carl A. Parks**


**Edmund
      C. King**  Carl
      A.
      Parks


Chief
      Financial Officer





**Exhibit
      “B”**








EMPLOYMENT
      AGREEMENT


Between





Invisa,
      Inc.





And





Carl
      A.
      Parks







In
      accordance with Paragraph 3, Employee shall be paid the following Compensation
      payable as set forth below:




1.  The
      salary to be paid by Employer hereunder shall be $125,000 per year, gross
      salary, and payable in 26 equal bi-weekly increments (less customary withholding
      for federal and state employment taxes).




2.  Two
      weeks
      vacation in year one, three weeks in from year two.




3.  The
      Company will reimburse the Employee for reasonable business expenses approved
      in
      advance and incurred by Employee in furtherance of his duties to the Company,
      which shall include, without limitation, expenses for entertaining, travel
      and
      similar items. All such expenses will be incurred in accordance with policies
      adopted by the Company from time to time.




4.
      Employee shall be permitted to participate in all employee benefit plans. The
      Company shall pay for health insurance premiums under the Company’s plan for
      Employee and Employee’s family members.




**In
      Witness Whereof** **,** the
      parties have executed this Agreement on June 15, 2006




**The
      Company** **:**  **Employee:**


**Invisa,
      Inc.**











**By:
      __/s/ Edmund C. King___________________________________ /s/
      Carl
      A. Parks**


**Edmund
      C King**  Carl
      A
      Parks


Chief
      Financial Officer and Director