Employment Agreement (2004)Full Document 

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         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered into this
25 day of March 2004, by and between Invisa,  Inc., a Nevada  corporation.  (the
"Company") and Charles Yanak (the "Employee"). RECITALS:

         WHEREAS, Employee wishes to be employed by the Company, and the Company
wishes to employ the Employee.

         WHEREAS,  the parties acknowledge that the Company has advised Employee
that the auditor's opinion which accompanies the Company's Financial  Statements
for the year ended  December 31, 2003,  may express  concern over the  Company's
ability to remain a "going concern".

         WHEREAS,  the Company and the Employee are desirous of setting forth in
this definitive  Employment Agreement their respective rights and obligations in
respect to Employee's employment with the Company.

         NOW,  THEREFORE,  in  consideration  of  Employee's  employment  and in
consideration of the mutual promises in this Agreement,  and for additional good
and  valuable   consideration,   the  receipt  and   sufficiency  of  which  are
acknowledged  by the  parties  hereto,  the Company  and the  Employee  agree as

         1.  EMPLOYMENT  AND TERM. On the terms and subject to the conditions of
this  Agreement,  the Company  agrees to employ the  Employee  and the  Employee
accepts  such  employment.  Employee's  employment  under this  Agreement  shall
commence  on the date  hereof,  and shall  continue in effect for a period of 36
months from the date hereof and it shall  terminate at the end of said  36-month
period ("Termination  Date"),  unless earlier terminated pursuant to Paragraph 6
herein below.

         2.  DUTIES.  The  Employee  is  employed  by the Company to perform the
duties  specified  from time to time by Board of  Directors  and as set forth on
Exhibit "A" which is attached hereto, incorporated herein and made a part hereof

         3.  COMPENSATION.  As compensation for Employee  performing the Duties,
the Company  shall pay  Employee  the  compensation  as set forth on Exhibit "B"
which  is  attached  hereto,   incorporated   herein  and  made  a  part  hereof

         4.  VACATIONS.  Employee  shall be entitled  each year to a vacation as
provided in Exhibit "B", during which time Employee's Compensation shall be paid
in full.


            a. Employee  shall be entitled to  participate in any group plans or
programs  maintained by the Company,  if any, such as health  insurance or other
related  benefits as may be in effect from time to time and offered to the other
employees of the Company ("Benefits").


            b. Company  acknowledges  that it will pay for  reasonable  expenses
incurred by Employee in  furtherance  of his duties to the Company,  which shall
include,  without  limitation,  expenses  for  entertaining,  travel and similar
items. All such expenses will be in incurred in accordance with policies adopted
by the Company from time to time.

            c. The Company shall provide  Employee actual gasoline  expenses for
Company business at IRS rates.


            6.1 Prior to the Termination Date, this Agreement and all the rights
and  obligations of the parties hereto shall terminate  immediately:  (i) in the
event  of the  Employee's  death;  or  (ii) if the  Company  ceases  to  conduct

            6.2 Prior to the  Termination  Date,  the Company may,  upon written
notice  to  the  Employee,   immediately  thereafter  terminate  the  Employee's
employment  for proper  cause,  pursuant to the grounds set forth  herein  ("For
Cause"), and in the event of such For Cause termination,  the Employee shall not
be entitled to any  Compensation or Lump Sum Severance  Package  Compensation as
hereinafter defined following the date set forth on the written  notification of
such For Cause  termination,  other than options that are fully vested as of the
date of the For Cause termination. The grounds for For Cause termination are the
occurrence  of any of the  following:  (i)  indictment  of  Employee  on  felony
charges;  (ii) Employee's engagement in illegal business practices in connection
with  the  Company's  business;   (iii)  Employee's   intentional  and  material

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