Cohen Consulting Agreement


     

    BUSINESS
      CONSULTING AGREEMENT 

     

     

    THIS
      BUSINESS CONSULTING AGREEMENT made this 7th day of August 2006 (the “Effective
      Date”), by and between: Invisa, Inc., (hereinafter referred to as the “COMPANY”)
      and John Anderson, an individual engaged in providing Financial Investor
      relations services (hereinafter referred to as “CONSULTANT”). 

     

     

    WITNESSETH
      THAT: 

     

     

    WHEREAS,
      the COMPANY requires Financial Investor relations services and desires to employ
      CONSULTANT, as an independent contractor consultant, to provide such services,
      and CONSULTANT is agreeable to such employment, and the parties desire a written
      document formalizing their relationship and evidencing the terms of their
      agreement: 

     

     

    NOW,
      THEREFORE, intending to be legally bound, and in consideration of the mutual
      promises and covenants, the parties have agreed as follows: 

     

     

    1.
      APPOINTMENT.
      The
      COMPANY hereby appoints CONSULTANT as non-exclusive Financial Investor relations
      consultant and hereby retains and employs consultant, on the terms and
      conditions of this Agreement. CONSULTANT accepts such appointment and agrees
      to
      perform the services upon the terms and conditions of this Agreement.


     

     

    2.
      TERM.
      The term
      of this Agreement shall begin on or before August 16, 2006 and shall terminate
      on August 16, 2007. This Agreement shall supersede the oral agreement under
      which the parties have operated prior to the effective date of this Agreement.
      

     

     

    3.
      SERVICES.
      (a)
      CONSULTANT shall act, generally, as a non-exclusive Business consultant,
      essentially acting (1) as advisor to the COMPANY with respect to all business
      matters including but not limited to market opportunities, product and
      technology opportunities, sales, marketing, and public relations. 

     

     

    (b)
      CONSULTANT’S services shall be rendered on a discretionary basis, as determined
      by consultant during the term of this agreement. CONSULTANT shall not be
      required to devote any minimum number of hours or efforts to CONSULTANT’S
      services, the extent of said services being completely within the discretion
      of
      CONSULTANT, as CONSULTANT believes, in good faith, to be necessary to carry
      out
      the intent of this agreement. In consideration hereof, CONSULTANT shall allot
      himself sufficient time, throughout the term, to carry out the services to
      be
      performed hereunder. 

     

     

    (c)
      CONSULTANT, in providing the foregoing services, shall be responsible for all
      costs of providing the services including, but not limited to, out-of-pocket
      expenses for travel entertainment, postage, delivery service, (e.g., Federal
      Express), telephone/facsimile charges, as well as compensation to third party
      vendors, copy writers, staff writers, art and graphic personnel, printing,
      etc.
      CONSULTANT’S compensation under Paragraph 7 shall be deemed to include all
      CONSULTANT’S costs and expenses. 

     

     

    4.
      LIMITATIONS
      ON SERVICES.
      The
      parties recognize that certain responsibilities and obligations are imposed
      by
      federal and state securities laws and by the applicable rules and regulations
      of
      stock exchanges, the National Association of Securities Dealers, in-house
“due-diligence” or “compliance” departments of brokerage houses, etc.
      Accordingly, CONSULTANT agrees: 

     

     

    (a)
      CONSULTANT shall NOT release any financial or other information or data about
      the COMPANY without the consent and approval of the COMPANY. 

     

     

    (b)
      CONSULTANT shall not conduct any meetings with financial analysis without
      informing the COMPANY in advance of the proposed meeting and the format or
      agenda of such meeting and the COMPANY may elect to have a representative of
      the
      COMPANY attend at such meeting. 

     

     

    


     

     

    (c)
      CONSULTANT shall NOT release any information or data about the COMPANY to any
      selected or limited person(s), entity, or group if CONSULTANT is aware that
      such
      information or data has not been generally released or promulgated.


     

     

    (d)
      After
      notice by the COMPANY of filing for a proposed public offering of securities
      of
      the COMPANY, and during and period of restriction on publicity, CONSULTANT
      shall
      not engage in any public efforts not in the normal course without approval
      of
      counsel for the COMPANY and of counsel for the underwriter(s), if any.


     

     

    (e)
      CONSULTANTS shall NOT, for themselves or either of them, take any action or
      advise or knowingly permit the COMPANY to take any action, which would violate
      any foreign securities laws or rules and regulations issued there under.


     

     

    (f)
      CONSULTANT’S services are not in connection with the offer or sale of securities
      in a capital raising transaction; and 

     

     

    (g)
      CONSULTANT’S services do not directly or indirectly promote or maintain the
      market for the Company’s securities. 

     

     

    5.
      DUTIES
      OF
      COMPANY.
      (a)
      Company shall supply CONSULTANT, on a regular and timely basis, with all
      approved data and information about the COMPANY, its management, its products,
      and its operations and COMPANY shall be responsible for advising CONSULTANT
      of
      any facts which would affect the accuracy of any prior data and information
      previously supplied to CONSULTANT so that CONSULTANT may take corrective action.
      

     

     

    (b)
      COMPANY shall promptly supply CONSULTANT: with full and complete copies of
      all
      filings with all federal and state securities agencies; with full and complete
      copies of all shareholders reports and communications whether or not prepared
      with CONSULTANT’S assistance; with all data and information supplied to any
      analyst, broker-dealer, market maker, or other member of the financial
      community; and with all product/services brochures, sales materials, etc.


     

     

    (c)
      COMPANY shall promptly notify CONSULTANT of the filing of any registration
      statement for the sales of securities and of any other event that triggers
      restrictions on publicity. 

     

     

    (d)
      COMPANY shall contemporaneously notify CONSULTANT if any information or data
      being supplied to CONSULTANT has not been generally released or promulgated.
      

     

     

    6.
      REPRESENTATION
      AND INDEMNIFICATIONS.
      (a) The
      Company shall be deemed to make a continuing representation of the accuracy
      of
      any and all material facts, material, information, and data, which it supplies
      to CONSULTANT and the COMPANY, acknowledges its awareness that CONSULTANT will
      rely on such continuing representation in disseminating such information and
      otherwise performing it public relations functions. 

     

     

    (b)
      Consultant, in the absence of notice in writing from COMPANY, will rely on
      the
      continuing accuracy of the material, information, and data supplied by the
      COMPANY. 

     

     

    (c)
      COMPANY hereby agrees to indemnify CONSULTANT against, and to hold CONSULTANT
      harmless from, any claims, demands, suits, loss, damages, etc. arising out
      of
      CONSULTANTS reliance on the general availability of information supplied to
      CONSULTANT and CONSULTANT’S ability to promulgate such information, unless
      CONSULTANT has been negligent in fulfilling his duties and obligations
      hereunder. 

     

     

    7.
      COMPENSATION.
      (a) For
      all general services described herein, COMPANY shall compensate CONSULTANT
      by
      issuing to CONSULTANT Six Hundred Eighty One Thousand Eight Hundred (“681,800”)
      shares of the COMPANY’S authorized but un-issued Common Stock which shares shall
      be registered by a registration statement filed on form S-8 before issuance
      of
      said shares on or following the Effective Date of this Agreement. The parties
      acknowledge that in negotiating this fee they recognize that the services will
      probably not be performed in equal monthly segments, but may be more substantial
      during the early portion of the term and less thereafter as relationships and
      communications lines are established. Thus, part of the compensation for earlier
      services will be deferred and the lessening of services shall not constitute
      a
      breach or termination hereof, but the level fee shall continue. 

     

     

    (b)
      For
      all special services, not within the scope of this Agreement, COMPANY shall
      pay
      CONSULTANT such fee as, and when, the parties shall determine in advance of
      performance of the special services provided that COMPANY has agreed in advance
      for the special services. 

     

     

    


     

     

    8.
      RELATIONSHIP
      OF PARTIES.
      CONSULTANT is an independent contractor, responsible for compensation of its
      agents, employees and representatives, as well as all applicable withholding
      therefrom and taxes thereon (including unemployment compensation) and all
      workers’ compensation insurance. This Agreement does not establish any
      partnership, joint venture, or other business entity or association between
      the
      parties and neither party is intended to have any interest in the business
      or
      property of the other. 

     

     

    9.
      TERMINATION.
      This
      agreement may not be terminated by either party prior to the expiration of
      the
      term provided in Paragraph 2 above except as follows: 

     

     

    (a)
      Upon
      failure of the other party to cure a default under, or a breach of, this
      Agreement within thirty (30) days after written notice is given as to such
      breach by the terminating party; 

     

     

    (b)
      Upon
      the bankruptcy or liquidation of the other party, whether voluntary or
      involuntary; 

     

     

    (c)
      Upon
      the other party taking the benefit of any insolvency law; and/or 

     

     

    (d)
      Upon
      the other party having or applying for a receiver for all or a substantial
      part
      of such party’s assets or business. 

     

     

    10.
      ATTORNEY’S
      FEES.
      Should
      either party default in the terms or conditions of this Agreement and suit
      be
      filed as a result of such default, the prevailing party shall be entitled to
      recover all costs incurred as a result of such default including all costs
      and
      reasonable attorney’s fees, expenses and court costs through trial and appeal.


     

     

    11.
      WAIVER
      OF
      BREACH.
      The
      waiver by either party of a breach of any provision of the Agreement by the
      other party shall not operate to be construed as a waiver of any subsequent
      breach by the other party. 

     

     

    12.
      ASSIGNMENT.
      The
      rights and obligations of the parties under this Agreement shall inure to the
      benefit of, and shall be binding upon the successors, and assigns of the
      parties. 

     

     

    13.
      NOTICES.
      Any
      notice required or permitted to be given under this Agreement shall be
      sufficient if in writing, and if sent by certified mail, return receipt
      requested, to the principal office of the party being notified. 

     

     

    14.
      ENTIRE
      AGREEMENT.
      This
      instrument contains the entire agreement of the parties and may be modified
      only
      by agreement, in writing, signed by the party against whom enforcement of any
      waiver, change, modification, extension or discharge is sought. This Agreement
      shall be governed for all purposes by the laws of the State of California.
      If
      any provision of this Agreement is declared void, such provision shall be deemed
      severed from this Agreement, which shall otherwise remain in full force and
      effect. 

     

     

    IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
      executed this Agreement. 

     

    
      	
               

              /s/
                John Anderson 

               

            	
               

              August
                14, 2006

               

            
	
               

              John
                Anderson – Consultant 

               

            	
               

              Date

               

            
	 	 
	
               

              By:
                /s/
                Edmund King 

               

            	
               

              August
                14, 2006

               

            
	
               

              Authorized
                Agent Date

               

            	
               

              Date