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Exhibit
10.54
FOREBEARANCE
AND MODIFICATION AGREEMENT
This
Forbearance and Modification Agreement (this "Agreement") by
and between Invisa, Inc., a Nevada corporation, having a
business at 6935 15 th
Street, Suite 120, Sarasota, Florida, 34243 (the
“Borrower”), and Centurian Investors, Inc., a
Delaware corporation, having an address at 290 Cocoanut
Avenue, Suite 1A, Sarasota, Florida 34236 (the
“Lender”) is entered into as of this 9th day of
November, 2007 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”), and that certain
Promissory Note, dated November 9th, 2007 in the principal
amount of Fifty Thousand ($50,000) dollars (the “Third
Note; the First Note, Second Note and Third Note being
hereinafter collectively referred to as the
“Notes”); and
WHEREAS, the Notes are
secured by (a) an aggregate of Thirty Three Million Three
Hundred Thirty Three Thousand Three Hundred Thirty Two
(33,333,332) 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 December 31, 2007 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
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