Exhibit
10.76


SHARE
EXCHANGE AGREEMENT











THIS SHARE EXCHANGE AGREEMENT(the "Agreement") is entered into
as of January 11, 2010, by and between Invisa, Inc., a Nevada corporation (the
"Company"), and the
shareholder set forth on the signature page hereto. (hereinafter “Holder”)




RECITALS




WHEREAS, as of the date
hereof, the Holder is the owner of record of ____shares of Series B Preferred
Stock. (the “Series B
Shares”); and




WHEREAS, the Company and the
Holder desire to exchange the Series B Shares for shares of Series C
Convertible Preferred Stock, of the Company (the "Series C Preferred
Stock").




NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, and intending to be legally bound thereby, the parties hereto agree as
follows:




1.     Definitions.




The
following terms used in this Agreement shall have the following meanings (unless
otherwise expressly provided herein):




"Entity" shall mean any
corporation (including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
cooperative, foundation, society, political party, union, company (including any
limited liability company or joint stock company), firm or other enterprise,
association, organization or entity.




"Governmental Body" shall mean
any: (a) nation, principality, state, commonwealth, province, territory,
county, municipality, district or other jurisdiction; (b) federal, state,
local, municipal or foreign government (including any agency, department,
bureau, division, or other administrative body thereof); or
(c) governmental or quasi-governmental authority of any
nature.




"Person" shall mean any
individual, Entity or Governmental Body.




"Proceeding" shall mean any
action, suit, litigation, arbitration, or investigation (including any civil,
criminal or administrative) commenced, brought, conducted or heard by or before,
or otherwise involving, any Governmental Body or any arbitrator or arbitration
panel.




2.     Exchange.Subject to the terms and conditions set forth in this Agreement,
effective at the Closing, the Holder will transfer and convey to the
Company the Series B Shares held by the Holder.   In
consideration of the transfer and conveyance of Series B Shares referred to in
the immediately preceding sentence, at the Closing, the Company shall issue
and deliver to the Holder and the Holder shall accept and receive from the
Company, the whole number of fully paid and non-assessable shares of
Series C Preferred Stock set forth opposite such Holder name on the
signature page hereto.




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3.     Closing
and Delivery.




3.1    Closing.    The
closing of the Exchange (the "Closing") shall take place,
at the offices of the Company on such date and time as the parties shall agree
but not later January 28, 2010 (the "Closing Date").




3.2    Delivery.    Subject
to the terms and conditions hereof, upon the surrender of the certificate or
certificates representing the Series B Shares, the Company shall issue and
deliver to Holder such number of Series C Preferred Stock at the Closing,
indicated on the signature page hereto by the delivery of a certificate or
certificates evidencing the shares of the Series C Preferred Stock to which
Holder is entitled, free and clear of all liens, claims, and encumbrances
(collectively, an "Encumbrance").




4.     Representations
and Warranties of the Holder.




Holder
hereby represents and warrants to the Company as follows:




4.1    Requisite
Power; Authorization; Binding Obligations.     Holder
has all requisite power and authority to execute and deliver this Agreement and
to carry out the provisions of this Agreement. All action on Holder's part
necessary for the authorization, execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the performance of all
obligations of Holder hereunder has been or will be taken prior to the Closing.
This Agreement, when executed and delivered, will be valid and binding
obligations of Holder enforceable against it in accordance with their terms,
except as limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors' rights, and (b) general principles of equity that restrict the
availability of equitable remedies.




4.2    Investment
Representations.     Holder understands that neither
the shares of the Series C Preferred Stock, nor the Common Stock to which it is
convertible into, have been registered under the Securities Act of 1933, as
amended (the "Securities Act"). Holder also understands that the shares of
Series C Preferred Stock are being offered pursuant to an exemption from
registration contained in the Securities Act based in part upon such Holder's
following representations and warranties:




(a)Holder Bears
Economic Risk.     Holder has substantial experience
in evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its
own interests. Holder understands that it must bear the economic risk of this
investment indefinitely unless the shares of Series C Preferred Stock are
registered pursuant to the Securities Act, or an exemption from registration is
available. Holder understands that the Company has no present intention of
registering the shares of Series C Preferred Stock or any shares of its Common
Stock to which it converts. Holder also understands that there is no assurance
that any exemption from registration under the Securities Act will be available
and that, even if available, such exemption may not allow such Holder to
transfer all or any portion of the shares of Series C Preferred Stock under the
circumstances, in the amounts or at the times Holder might propose.




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(b)Acquisition
for Own Account.     Holder is acquiring the shares
of Series C Preferred Stock for its own account for investment only, and not
with a view towards their distribution.




(c)Holder Can
Protect Its Interest.     Holder represents that by
reason of its, or of its management's, business or financial experience, Holder
has the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement. Further, Holder is aware of no
publication of any advertisement in connection with the transactions
contemplated in this Agreement.




(d)Accredited or
Regulation S Eligible Investor.     Holder is an
"accredited investor" within the meaning of Regulation D under the
Securities Act, or is not a "U.S. Person" within the meaning of
Regulation S under the Securities Act.




(e)Company
Information.     Holder has had an opportunity to
discuss the Company's business, management and financial affairs with directors,
officers and management of the Company and has had the opportunity to review the
Company's operations and facilities and public filings. Holder has also had the
opportunity to ask questions of and receive answers from the Company and its
management regarding the terms and conditions of this investment.




4.3    Ownership
of Series B Shares.     Holder represents that the
Series B Shares held by Holder are owned of record and beneficially by Holder,
free and clear of any Encumbrances, and Holder has the full and unrestricted
right, power and authority to transfer such holdings to the
Company.




5.     Representations
and Warranties of the Company.




The
Company hereby represents and warrants to each Holder as of the date of this
Agreement and the Closing Date as follows:




5.1    Requisite
Power; Authorization; Binding Obligations.    The
Company has all requisite power and authority to execute and deliver this
Agreement and to carry out the provisions of this Agreement. All corporate
action on the part of the Company, its officers, directors and Holder necessary
for the authorization, execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the performance of all
obligations of the Company hereunder has been or will be taken prior to the
Closing. This Agreement, when executed and delivered, will be valid and binding
obligations of the Company enforceable against it in accordance with their
terms, except as limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights, and (b) general principles of equity that
restrict the availability of equitable remedies.




5.2    Valid
Issuance.    When issued at the Closing in accordance
with the provisions of this Agreement and the Certificate of Designation, the
shares of Series C Preferred Stock will be duly authorized, validly issued,
fully paid and non-assessable, will be delivered free and clear of any
Encumbrances, and will have the rights, preferences, privileges and restrictions
set forth in the Certificate of Designation; provided, however, that such shares
of Series C Preferred Stock may be subject to restrictions on transfer under
state or federal securities laws or as otherwise required by such laws at the
time a transfer is proposed.




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6.     Conditions
to Closing.




6.1    Conditions
to Obligation of Each Holder.    Each Holder's
obligation to accept the issuance of the shares of Series C Preferred Stock and
to deliver the Series B Shares at the Closing is subject to the satisfaction, at
or prior to the Closing Date, of the following conditions:




(a)Performance
of Obligations.    The Company shall have performed
all obligations and conditions herein required to be performed or observed by it
on or prior to the Closing Date.




(b)Representations
and Warranties True.    The representations and
warranties made by the Company in Section 5 hereof shall be true and
correct in all material respects as of the Closing Date with the same force and
effect as if they had been made on and as of the Closing Date.




(c)   Execution of the Exchange Documents
and Consent.Holder shall have executed and delivered all
documentation required in connection with the exchange of the Series B Shares,
including, but not limited, the Letter of Transmission and Consent as set forth
in the Terms of Exchange (the “Exchange Documents”), all of which being
previously delivered to
Holder.




6.2    Conditions
to Obligations of the Company.    The Company's
obligation to issue and deliver the shares of Series C Preferred Stock for the
Series B Shares at the Closing is subject to the satisfaction, at or prior to
the Closing Date, of the following conditions:




(a)Performance
of Obligations.    Each Holder shall have performed
all obligations and conditions herein required to be performed or complied with
by it on or prior to the Closing Date.




(b)Representations
and Warranties True.    The representations and
warranties made by each Holder in Section 4 hereof shall be true and
correct in all material respects as of the Closing Date with the same force and
effect as if they had been made on and as of the Closing Date.




(c)  Receipt of Exchange
Documents.The Company shall have received fully executed
Exchange Documents from Holder, in such form as required by the Company in its
sole discretion.




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7.     Miscellaneous.




7.1    Governing
Law.    This Agreement shall be construed in
accordance with, and governed in all respects by, the internal laws of the State
of Nevada (without giving effect to principles of conflicts of
laws).




7.2    Survival.    The
representations, warranties, covenants and agreements made herein shall survive
any investigation made by Holder and the closing of the transactions
contemplated hereby. All statements as to factual matters contained in any
certificate or other instrument delivered by or on behalf of the Company
pursuant hereto in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties by the Company hereunder solely as
of the date of such certificate or instrument.




7.3    Successors
and Assigns; Assignment.    Each and all of the
covenants, terms, provisions, and agreements contained in this Agreement shall
be binding upon and inure to the benefit of the parties hereto and, to the
extent permitted by this Agreement, their respective successors and assigns.
Neither the Company nor Holder may assign their respective rights or obligations
under this Agreement (by operation of law or otherwise) to any Person without
the prior written consent of the parties.




7.4    Entire
Agreement.    This Agreement and the exhibits hereto,
and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof, and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.




7.5    Severability.    In
the event that any provision of this Agreement, or the application of any such
provision to any Person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to entities or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to
be valid and enforceable to the fullest extent permitted by law.





7.6    Amendment.    This
Agreement may not be amended, modified, altered or supplemented without the
written consent of the Company and Holder.




7.7    Waiver.




(a)   No
failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.




(b)   No
Person shall be deemed to have waived any claim arising out of this Agreement,
or any power, right, privilege or remedy under this Agreement, unless the waiver
of such claim, power, right, privilege or remedy is expressly set forth in a
written instrument duly executed and delivered on behalf of such Person; and any
such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.




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7.8    Notices.    All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified;
(b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day;
(c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) one business day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent
to the addresses set forth below:








If to
      the Company:
            Invisa, Inc.,
      PO Box 49376, Sarasota, FL 34230(941)
      870-3950If to
      Holder:
            At the address
      set forth following the signature below.




7.9    Remedies
Cumulative; Specific Performance.    The rights and
remedies of the parties hereto shall be cumulative (and not alternative). The
parties hereto agree that: (a) in the event of any breach or threatened
breach by any party of any covenant, obligation or other provision set forth in
this Agreement, the other parties shall be entitled (in addition to any other
remedy that may be available to it) to (i) a decree or order of specific
performance or mandamus to enforce the observance and performance of such
covenant, obligation or other provision, and (ii) an injunction restraining
such breach or threatened breach; and (b) such other parties shall not be
required to provide any bond or other security in connection with any such
decree, order or injunction or in connection with any related action or
Proceeding.




7.10    Further
Assurances.




Each
party hereto shall execute and/or cause to be delivered to each other party
hereto such instruments and other documents, and shall take such other actions,
as such other party may reasonably request (prior to, at or after the Closing)
for the purpose of carrying out or evidencing any of the transactions
contemplated hereby.




7.11    Construction;
Interpretation.    For purposes of this Agreement,
whenever the context requires: the singular number shall include the plural, and
vice versa; the masculine gender shall include the feminine and neuter genders;
the feminine gender shall include the masculine and neuter genders; and the
neuter gender shall include the masculine and feminine genders.




(b)   The
parties hereto agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement.




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(c)   All
monetary amounts referenced herein are denominated in United States
Dollars.




(d)   As
used in this Agreement, the words "include" and "including," and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be
deemed to be followed by the words "without limitation."




(e)   Except
as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to
refer to Sections of this Agreement and Exhibits to this Agreement.




7.12    Counterparts.    This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.




IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date set forth in the
first paragraph hereof.






INVISA,
      INC.
              
              HOLDERBy:_____________________
              
              By:_________________________Name:
      ______________________Title:________________________Address:
      ____________________Telephone:
      ___________________SSN:
      _________________________







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