<PAGE>

                                                                      Exhibit 14


                                  INVISA, INC.

           CODE OF BUSINESS CONDUCT AND ETHICS AND COMPLIANCE PROGRAM


The upholding of a strong sense of ethics and integrity is of the highest
importance to Invisa, Inc. (the "Company") and critical to its success in the
business environment. The Company's Code of Business Conduct and Ethics and
Compliance Program embodies the Company's commitment to such ethical principles
and sets forth the responsibilities of the Company to its shareholders,
employees, customers, lenders and other stakeholders. The Company's Code of
Business Conduct and Ethics and Compliance Program addresses general business
ethical principles, conflicts of interests, special ethical obligations for
employees with financial reporting responsibilities, insider trading laws,
reporting of any unlawful or unethical conduct, political contributions and
other relevant issues.

GENERAL PRINCIPLES

It is the Company's firm belief that effective business relationships can only
be built on mutual trust and fair dealing. The Company and all its directors,
officers and employees, to whom the Company's Code of Business Conduct and
Ethics and Compliance Program is applicable, will conduct themselves in
accordance with the standards established herein.

The Company's Code of Business Conduct and Ethics and Compliance Program
outlines the fundamental principles of legal and ethical business conduct as
adopted by the Board of Directors of the Company. It is not intended to be a
comprehensive list addressing all legal or ethical issues which may confront the
Company's personnel. Hence, it is essential that all personnel subject to the
Company's Code of Business Conduct and Ethics and Compliance Program employ good
judgment in the application of the principles contained herein.

CONFLICTS OF INTEREST

Directors, officers and employees of the Company are expected to make decisions
and take actions based on the best interests of the Company, as a whole, and not
based on personal relationships or benefits. Generally, a "conflict of interest"
is an activity that it inconsistent with or opposed to the best interest of the
Company or one which gives the appearance of impropriety. As conflicts of
interest can compromise the ethical behavior of Company personnel, they should
be avoided.

Employees should avoid any relationship which would create a conflict of
interest. Employees are expected to disclose such relationships and conflicts to
their immediate supervisors. Conflicts of interest involving those with whom the
Company does business

<PAGE>

should also be disclosed in writing to such third parties. Any waivers of
conflicts of interest must be approved by the Board of Directors or an
appropriate committee.

Members of the Board of Directors are to disclose any conflicts of interest and
potential conflicts of interest to the entire Board of Directors as well as the
committees on which they serve. Directors are to recuse themselves from
participation in any decision of the Board or a committee thereof in any matter
in which there is a conflict of interest or potential conflict of interest.

Set forth below is specific guidance in respect to certain conflicts of interest
situations. As it is not possible to list all conflicts of interest situations,
it is the responsibility of the individual, ultimately, to avoid and properly
address any situation involving a conflict of interest or potential conflict of
interest. Company personnel who wish to obtain clarification of the Company's
conflicts of interest principles or further guidance with respect to the proper
handling of any specific situation should consult his or her immediate
supervisor, the Company's legal department or the Company's outside legal
counsel.

Interest in Other Businesses: All Company's directors, officers and employees
and their family members must avoid any direct or indirect financial
relationship with third parties with whom the Company has relationships which
would involve a conflict of interest or a potential conflict of interest or
compromise the individual's loyalty to the Company. Written permission must be
obtained from the Company's legal department before any such individual
commences an employment, business or consulting relationship with third parties
with whom the Company has relationships.

Outside Directorships: All Company's directors, officers and employees may serve
on the boards of directors of other profit-making organizations only if written
permission is obtained from the Company's legal department prior to acceptance
thereof. Any outside directorships held at the time of adoption of this Code of
Business Conduct and Ethics and Compliance Program by the Company and disclosed
to the Company shall be deemed approved by the legal department. No Company's
officers and employees may serve on the boards of directors of any business
organization which is a competitor of the Company.

Individuals who serve as directors of other companies with the written
permission of the Company may retain any compensation earned from that outside
directorship unless otherwise specifically prohibited by the Company. Unless
otherwise specifically authorized, individuals may not receive any form of
compensation (whether in the form of cash, stock or options) for service on a
board of director of another business organization if such service is at the
request of the Company or in connection with the investment of the Company in
such business organization. All individuals must recuse themselves from any
matters pertaining to the Company and the business organization of which they
are directors.


                                       2

<PAGE>

The Company reserves the right to request any individual to resign their
positions as directors of other business organizations if determined to be in
the best interests of the Company notwithstanding that prior approvals for such
service had previously been given. The Company may terminate its relationship
with any individual who does not comply with the Company's request in this
regard.

Proper Payments: All individuals should pay for and receive only that which is
proper. Company personnel should not make improper payments for the purposes of
influencing another's acts or decisions and should not receive any improper
payments or gifts from others for the purposes influencing the decisions or
actions of Company's personnel. No individual should give gifts beyond those
extended in the context of normal business circumstances. Company personnel must
observe all government restrictions on gifts and entertainment.

Supervisory Relationships: Supervisory relationships with family members present
special workplace issues. Accordingly, Company personnel must avoid a direct
reporting relationship with a family member or any individual with whom a
significant relationship exists. If such a relationship exists or occurs, the
individuals involved must report the relationship in writing to the Board of
Directors.

FINANCIAL REPORTING RESPONSIBILITIES

As a public company, it is of critical importance that the Company's filings
with the Securities and Exchange Commission and other relevant regulatory
authorities be accurate and timely. Hence, all Company personnel are obligated
to provide information to ensure that the Company's publicly filed documents be
complete and accurate. All Company personnel must take this responsibility
seriously and provide prompt and accurate answers and responses to inquiries
related to the Company's public disclosure requirements.

The Chief Executive Officer and the Chief Financial Officer of the Company have
the ultimate responsibilities of ensuring the integrity of the filings and
disclosure made by the Company as required by the rules and regulations of the
Securities and Exchange Commission and other relevant regulatory authorities. In
the performance of their duties relating to the Company's public disclosure
obligations, the Chief Executive Officer, the Chief Financial Officer and all
Company personnel must:

         o        Act with honesty and integrity

         o        Provide information that is accurate, complete, objective,
                  fair and timely

         o        Comply with rules and regulations of federal, state and local
                  governments and other relevant public and private regulatory
                  authorities

         o        Act in good faith with due care, competence and due diligence

         o        Respect the confidentiality of information acquired in the
                  course of the performance of one's duties

         o        Promote ethical and proper behavior in the work environment


                                       3
<PAGE>

         o        Report to the Chairman of the Audit Committee any conduct that
                  the individual believes to be a violation of law of the
                  Company's Code of Business Conduct and Ethics

INSIDER TRADING

It is the policy of the Company to prohibit the unauthorized disclosure of any
nonpublic information acquired in the workplace and the misuse of material
nonpublic information in securities trading. It is not possible to define all
categories of material information. However, information should be regarded as
material if there is a reasonable likelihood that it would be considered
important to an investor in making an investment decision regarding the purchase
or sale of the Company's securities. Nonpublic information is information that
has not been previously disclosed to the general public and is otherwise not
available to the general public. While it may be difficult to determine whether
particular information is material, there are various categories of information
that are particularly sensitive and, as a general rule, should always be
considered material. In addition, material information may be positive or
negative. Examples of such information may include:

         o        Financial results

         o        Projections of future earnings or losses

         o        Major contract awards, cancellations or write-offs

         o        Joint ventures with third parties

         o        Research milestones

         o        News of a pending or proposed merger or acquisition

         o        News of the disposition of material assets

         o        Impending bankruptcy or financial liquidity problems

         o        Gain or loss of a substantial customer or supplier

         o        New product announcements of a significant nature

         o        Significant pricing changes

         o        Stock splits

         o        New equity or debt offerings

         o        Significant litigation exposure due to actual or threatened
                  litigation

         o        Changes in senior management

         o        Capital investment plans

         o        Changes in dividend policy

Trading on Material Nonpublic Information: With certain limited exceptions, no
officer or director of the Company, no employee of the Company or its
subsidiaries and no consultant or contractor to the Company or any of its
subsidiaries and no members of the immediate family or household of any such
person, shall engage in any transaction involving a purchase or sale of the
Company's securities, including any offer to purchase or offer to sell, during
any period commencing with the date that he or she possesses material nonpublic
information concerning the Company, and ending at the close of business on the
second trading day following the date of public disclosure of that information,
or at such time as such nonpublic information is no longer material. The


                                       4
<PAGE>

term "trading day" shall mean a day on which national stock exchanges and the
NASDAQ National Market are open for trading.

Tipping: No insider shall disclose ("tip") material nonpublic information to any
other person (including family members) where such information may be used by
such person to his or her profit by trading in the securities of companies to
which such information relates, nor shall such insider or related person make
recommendations or express opinions on the basis of material nonpublic
information as to trading in the Company's securities.

Regulation FD (Fair Disclosure) implemented by the Securities and Exchange
Commission provides that when the Company, or person acting on its behalf,
discloses material nonpublic information to certain enumerated persons (in
general, securities market professionals and holders of the Company's securities
who may well trade on the basis of the information), it must make public
disclosure of that information. The timing of the required public disclosure
depends on whether the selective disclosure was intentional or unintentional;
for an intentional selective disclosure, the Company must make public
disclosures simultaneously; for a non-intentional disclosure the Company must
make public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another method
or combination of methods that is reasonably designed to effect broad,
non-exclusionary distribution of the information to the public.

It is the policy of the Company that all communications with the press be
coordinated through Hawk Associates, Inc.

Confidentiality of Nonpublic Information: Nonpublic information relating to the
Company is the property of the Company and the unauthorized disclosure of such
information is strictly forbidden.

Applicability of Insider Trading Regulations to Securities of Other Companies:
The insider trading guidelines described herein also apply to material nonpublic
information relating to other companies, including the Company's customers,
vendors or suppliers ("business partners"), when that information is obtained in
the course of employment with, or other services performed on behalf of the
Company. All employees should treat material nonpublic information about the
Company's business partners with the same care as is required with respect to
information relating directly to the Company.

DUTY TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT

All employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles and both federal and
state securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to their immediate
supervisor and to the Company's Audit Committee. In certain instances,


                                       5
<PAGE>

employees are allowed to participate in federal or state proceedings. Any
failure to report in appropriate or irregular conduct of others is a severe
disciplinary matter. It is against Company policy to retaliate against any
individual who reports in good faith the violation or potential violation of the
Company's Code of Business Conduct and Ethics and Compliance Program of another.

Please refer to the Company's Insider Trading Compliance Manual. Any further
inquiries relating to insider trading laws should be directed to the Company's
legal department or the Company's outside counsel.

POLITICAL CONTRIBUTIONS

No assets of the Company, including the time of Company personnel, the use of
Company premises or equipment and direct or indirect monetary payments, may be
contributed to any political candidate, political action committees, political
party or ballot measure without the written permission of the legal department
of the Company.

COMPLIANCE PROGRAM

In order to implement the principles of the Company's Code of Business Conduct
and Ethics and to establish a Compliance Program, the Company has adopted the
following policies:

Size of the Board: In accordance with the Company's by-laws, the Company's Board
of Directors has been expanded to consist of seven persons. The Board will
periodically review the appropriate size of the Board.

Majority of Independent Directors: It is the policy of the Company that a
majority of the directors will be non-employees of the Company and will
otherwise meet the appropriate standards of independence. In determining
independence, the Board will consider the definition of "independence" under the
relevant rules and regulations of the Securities and Exchange Commission and the
American Stock Exchange.

Management Directors: The Board anticipates that the Company's Chief Executive
Officer will be nominated annually to serve on the Board. The Board may also
nominate other members of management.

Chair; Lead Independent Director: The Board will periodically appoint a Chair.
Both independent and management directors, including the CEO, are eligible for
appointment as the Chair. The Chair or one of the independent directors (if the
Chair is not an independent director) may be designated by the Board to be the
"lead independent director." The lead independent director may periodically help
schedule or conduct separate meetings of the independent directors.


                                       6
<PAGE>

Selection of Board Nominees: The Board will be responsible for the selection of
candidates for the nomination of all Board members. The Nominating and Corporate
Governance Committee shall recommend candidates for election to the Board.

Board Membership Criteria: The Board's policy is to encourage selection of
directors who will contribute to the Company's overall corporate goals of
responsibility to its shareholders and other stakeholders.

Independent Directors' Discussions: It is the policy of the Board that the
independent directors, under the direction of the lead independent director,
meet separately without management directors at least once per year to discuss
such matters as the independent directors may consider appropriate. The
Company's independent auditors, outside legal counsel, finance staff, legal
staff and other employees may be invited to attend.

Access to Information: The Board encourages the presentation at meetings by
managers who can provide additional insight into matters being discussed. The
Company's executive management will afford each Board member full access to the
Company's records, information, employees, outside auditors and outside counsel.

Board Committees: The Board shall have three standing committees: the Audit
Committee, the Compensation Committee and the Nominating/Corporate Governance
Committee. From time to time, the Board may establish additional committees.

Committee Member Selection: The Board will designate the members and Chairs of
each committee. The membership of the Audit Committee, the Compensation
Committee and the Nominating/Corporate Governance Committee shall meet all
applicable criteria of the rules and regulations of the Securities and Exchange
Commission and the American Stock Exchange.

Committee Functions: The Board of Directors shall adopt a Committee Charter for
each of the Audit Committee, the Compensation Committee and the
Nominating/Corporate Governance Committee which shall provide the structure and
guiding principles of such committees. The full authority and responsibilities
of each committee are fixed by resolution of the full Board of Directors and the
Committee Charter. The following is a brief summary of the authority of each
committee:

         o        Audit Committee. Review the Company's financial procedures and
                  controls; monitor financial reporting and select and meet with
                  independent auditors.

         o        Compensation Committee. Review and approve compensation
                  arrangements for the Company's executive officers and awards
                  under employee benefit plans, including the Company's stock
                  option plans.

         o        Nominating and Corporate Governance Committee. Recommend to
                  the full Board candidates for election to the Board and
                  changes to governance policies.


                                       7
<PAGE>

Insider Trading Compliance: The Board of Directors shall adopt an Insider
Trading Compliance Program for the purposes of educating and ensuring the all
subject persons are fully aware of the rules and regulations of the Securities
and Exchange Commission with respect to insider trading. All Company personnel
shall have full access to the legal department of the Company and the Company's
outside counsel with respect to any insider trading questions or issues.

Financial Reporting; Legal Compliance and Ethics: The Board's governance and
oversight functions do not relieve the Company's executive management of its
primary responsibility of preparing financial statements which accurately and
fairly present the Company's financial results and condition, the responsibility
of each executive officer to fully comply with applicable legal and regulatory
requirements or the responsibility of each executive officer to uphold the
ethical principles adopted by the Company.

Corporate Communications: Management has the primary responsibility to
communicate with investors, the press, employees and other stakeholders on a
timely basis and to establish policies for such communication.

Access to Legal Department and Outside Counsel: All Company personnel shall be
accorded full access to the Company's legal department and the Company's outside
legal counsel with respect to any matter which may arise relating to the
Company's Code of Business Conduct and Ethics and Compliance Program.















                                       8