Code of Business Conduct and Ethics and Compliance Program (2003)Full Document 

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                                  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

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