FOREBEARANCE AND MODIFICATION AGREEMENT
This Forbearance and Modification Agreement (this "Agreement") by and between Invisa, Inc., a Nevada corporation, having a business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxx 00000 (the “Borrower”), and Centurian Investors, Inc., a Delaware corporation, having an address at 000 Xxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxxxxx,
Xxxxxxx 00000 (the “Lender”) is entered into as if this 28th day of March , 2008 and shall be effective as of the date hereof (the “Effective Date”).
RECITALS:
WHEREAS, Lender and Borrower are parties to a certain Promissory Note, dated February 28, 2007, in the principal amount of up to One Hundred Fifty Thousand
($150,000.00) (the “First Note”), that certain Promissory Note, dated July 25, 2007 in the principal amount of Fifty Thousand ($50,000) dollars (the “Second Note”),
that certain Promissory Note, dated October 23, 2007 in the principal amount of Fifty Thousand ($50,000) dollars (the “Third Note”) and that certain Promissory
Note, dated March 28, 2008 in the principal amount of One Hundred Fifty Thousand ($150,000.00) dollars (the “Fourth Note”; the First Note, Second Note,
Third Note and the Fourth Note being hereinafter collectively referred to as the “Notes”); and
WHEREAS, the Notes are secured by (a) an aggregate of Fifty Nine Million Nine Hundred Ninety Nine Thousand Nine Hundred Ninety Eight (59,999,998 ) shares of common
stock of Borrower and (b) a first priority lien on all of the assets of Borrower as more specifically described in the Notes and that certain General Security Agreement,
dated February 28, 2007 (the “Security Agreement” the Notes and the Security Agreement, together with all documents executed in connection therewith being
hereinafter referred to collectively as the “Loan Documents”); and
WHEREAS, Borrower hereby requests Lender’s forbearance with respect to certain provisions of the Notes; and
WHEREAS, Borrower and Lender desire to modify certain of the provisions of the Notes as more specifically set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Terms used herein which are defined in the Loan Documents shall have the same meanings when used herein unless otherwise provided herein.
2. Without in any way waiving any existing Event of Default and at the request of the Borrower, Lender hereby agrees forbear from exercising any remedy available to
Lender upon the occurrence of an Event of Default under paragraph 13(a)(i) of each of the First Note and Second Note from the Effective Date hereof and until
the earlier of May 31, 2008 or an Acceleration under any provision other than paragraph 13(a)(i) under such Notes (the “Forbearance Period”).
3. The interest rate payable during the Forbearance Period shall be the Interest Rate.
4. Borrower understands and agrees that the remaining provisions of the Notes shall remain in full force and effect without any changes or modification except as expressly
stated herein; including, without limitation, the cure periods set forth in paragraph 13(b) of the Notes. Borrower further agrees that in the event that all principal and
` interest payments due and owing to Lender under the Notes are not paid in full on or before the Maturity Date, then, for purposes of paragraph 13(b) of the Notes,
an Acceleration event shall be deemed to have occurred on the Maturity Date. Borrower hereby waives any requirement by Lender to deliver to Borrower a Default
Notice under paragraph 13(b) of the Notes and agrees that the Maturity Date shall be deemed the date of the Default Notice for purposes of calculating the cure and
other time periods set forth in paragraph 13(b) of the Notes.
5. The provisions set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to, or waiver or modification of, any other term or condition
of the Loan Documents, or (b) except as expressly set forth herein, prejudice any right or rights which the Lender may now have or may have in the future under or in
connection with the Loan Documents or any of the other documents referred to therein. Except as expressly modified hereby or by express written amendments
thereof, the terms and provisions of the Loan Documents or any other documents or instruments executed in connection with any of the foregoing are and shall remain
in full force and effect. In the event of a conflict between this Agreement and any of the foregoing documents, the terms of this Agreement shall be controlling. The
representations and warranties made in each Loan Document are true and correct in all material respects on and as of the date of this Agreement.
6. To induce the Lender to execute and deliver this Agreement (which representations shall survive the execution and delivery of this Agreement), Borrower represents
and warrants to the Lender that:
(a) this Agreement has been duly authorized, executed and delivered by it and constitutes the legal, valid and binding obligation, contract and
agreement of the Borrower enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; and
(b) the execution, delivery and performance by the Borrower of this Agreement (i) has been duly authorized by all requisite corporate action,
(ii) does not require the consent or approval of any governmental or regulatory body, agency, or other party and (iii) will not (A) violate
(1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation
or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other
instrument to which it is a party or by which its properties or assets are or may be bound.
(c) pay to Lender a forbearance fee in the amount Two Thousand ($4,000.00) dollars which is equal to 1% of the aggregate principal amount
of the Notes.
(d) Borrower shall pay all costs and expenses of Lender in connection with this Agreement, including, without limitation, reasonable attorneys
fees of Lender.
7. As a condition to and as consideration for the agreements of Lender set forth herein, Borrower shall:
(a) pay to Lender all accrued but unpaid interest on the Notes.;
(b) prepay any and all remaining interest on the Notes from the date hereof through March 31, 2008.
(c) pay to Lender a forbearance fee in the amount Two Thousand ($4,000.00) dollars which is equal to 1% of the aggregate principal amount
of the Notes.
(d) Borrower shall pay all costs and expenses of Lender in connection with this Agreement, including, without limitation, reasonable attorneys
fees of Lender.
.
. 8. None of the provisions of this Agreement shall inure to the benefit of Borrower or any person other than Lender. Consequently, Borrower shall not be, and no person
other than the Lender shall be, entitled to rely upon or raise a claim or defense, in any manner whatsoever, the failure of Lender to comply with the provisions of this
Agreement. Lender shall not incur any liability to Borrower or any other person for any act or omission whatsoever.
9. This Agreement and the rights and obligations of the parties hereunder and under the Forbearance Agreement shall be construed in accordance with and be governed
by the laws of the State of <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />Florida.
10. This Agreement and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all
prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.
11. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute
one and the same instrument. Complete sets of counterparts shall be lodged with the Borrower and the Lender.
IN WITNESS WHEREOF, this Agreement is executed as of the date first written above and shall be effective as of the Effective Date.
INVISA, INC. CENTURIAN INVESTORS, INC.
__________________________ ______________________________
Name: Name:
Title: Title:
