Consulting Agreement (2004)Full Document 

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      This Consulting Agreement (the "Agreement") is made and entered into this
26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation, (the
"Company") and Stephen A. Michael (the "Consultant").

                                    RECITALS

      WHEREAS, the Consultant is the co-founder of the Company and has been
employed by the Company since February 9, 2000 and is a member of its Board of
Directors; and

      WHEREAS, the Consultant's employment with the Company terminates effective
January 31, 2004 and the Company and Consultant have determined that it is in
the best of interest of the Company that Consultant continue to provide services
to the Company as an independent consultant pursuant to the terms of this
Agreement.

      NOW, THEREFORE, in consideration of the mutual promises in this Agreement,
and for additional good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the Company and the
Consultant agree as follows:

      1. TERM. On the terms and subject to the conditions of this Agreement,
Consultant agrees to provide consulting services to the Company and the Company
agrees to accept such services. The term of this Agreement shall commence on
February 1, 2004, and shall continue in effect for a period of 12 months from
said data and terminate on January 31, 2005 unless earlier terminated as
provided for in this Agreement.

      2. DUTIES. The Consultant shall provide services to the Company as are
requested from time to time by the Board of Directors and agreed to by the
Consultant. The scope of these services is more specifically set forth in
Exhibit "A" attached hereto and incorporated herein (the "Duties"). The parties
acknowledge that specific time allocations for specific projects undertaken by
the Consultant in furtherance of his Duties will be difficult to develop.
However, where practical, time allocations and/or a budget for such specific
projects will be mutually agreed upon by the parties. The Board of Directors
will ensure that reasonable cooperation is provided by the Company to assist the
Consultant in the completion of such projects. The Consultant shall use the
experience, tools, research and resources which may be provided by the Company.
The Consultant acknowledges that any employees of the Company who may assist the
Consultant with his Duties shall do so solely at the direction of the Company
and shall report directly and exclusively to the Company. The Consultant shall
conduct himself at all times during the term of this Agreement with the same
high standards of professionalism that would be expected from a representative
of the Company and shall consult with the Company's CEO to ensure that the
services which the Consultant is providing to the Company do not interfere with
the overall goals and direction of the Company.

      3. COMPENSATION AND SCHEDULE OF SERVICE. Except as otherwise provided for
in this Section 3, the Company shall pay the Consultant $550.00 per day for each
day which the Concurrent provides services to the Company pursuant to this
Agreement. The parties acknowledge that any six hours expended by the Consultant
during the day in furtherance of his Duties, including travel, shall constitute
a billable day. Billable time starts and ends when navel begins and ends. In the
event, that the Consultant provides less than six hours of service to the
Company during a day, such service shall be billed at $67.85 per hour. The
Parties further acknowledge that a billable day shall be between 9:00 A.M. and
5:00 P.M. ("Normal Business Hours"). The Consultant shall expend time for the
Company outside Normal Business Hours only at the request of the Company. The

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