Letter Agreement (2003)Full Document 

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SOURCE CAPITAL GROUP, INC.
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Members NASD, SIPC           Investment Bankers/Brokers            sourcegrp.com



                                                                    July 9, 2003


Mr. Steve Michael
President
Invisa, Inc.
4400 Independence Court
Sarasota, FL 34234


Dear Mr. Michael

The purpose of this letter is to confirm the understanding and agreement (the
"Agreement") between Source Capital Group, Inc. ("SCG") and Invisa, Inc. (or
the "Company"), regarding the retention of SCG by the Company as its
non-exclusive financial advisor for the purposes set forth herein.

Under this Agreement, SCG will provide financial advisory services to the
Company as follows:

         A)       Raising of Capital.  SCG shall use its best efforts to provide
                  an equity financing for the Company.

         B)       Fees, Commissions & Expenses.  The Company agrees to pay the
                  following fees to SCG for its services.

                  1.       SCG will be compensated 8% cash and 8% ("warrant")
                           coverage on any funds raised during this engagement
                           and introduced by SCG. The exercise price of the
                           warrants shall be equal to the market price of the
                           stock at the time of the sale and will be subject to
                           adjustment in accordance with the terms of any
                           adjustment provided for in the Financing document.
                           Said warrants shall be exercisable for five (5) years
                           from date of issuance. The terms of said warrants
                           shall include one piggyback registration right,
                           anti-dilution rights, and "cashless" (when no

                           registration statement is not in effect) exercise
                           provisions in the event of exercise by SCG. Such fees
                           shall be paid at the closing from an escrow account
                           at the same time any new investment is dispersed to
                           the company. The compensation shall be limited to
                           investments that are closed and funded. The Company
                           shall have sole discretion to accept or reject any
                           financing or investment introduced by SCG. The
                           compensation shall be paid as and in the same manner
                           as such investment is funded. In the event of debt
                           (as opposed to an equity investment) the

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