AMENDMENT
TO EMPLOYMENT AGREEMENT

     

    This
AMENDMENT (this “Amendment”), made and entered
into as of October 21, 2009, by and between GVI Security Solutions, Inc., a
Delaware corporation (the “Company”), and Joseph Restivo
(the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
the Company and the Executive are parties to an Employment Agreement, dated as
of March 28, 2006, as amended by (i) an Amendment to Employment Agreement dated
as of October 4, 2006 and (ii) an Amendment to Employment Agreement dated as of
January 8, 2008 (as so amended, the “Employment
Agreement”);

     

    WHEREAS,
the Company and the Executive desire to amend certain provisions of the
Employment Agreement, as set forth herein; and

     

    WHEREAS,
the Company is party to that certain Agreement and Plan of Merger, dated as of
October 21, 2009, among GenNx360 GVI Holding, Inc., a Delaware corporation,
GenNx360 GVI Acquisition Corp., a Delaware corporation, and the Company (the
“Merger
Agreement”).

     

     NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and the Executive agree as
follows:

     

    1.           Amended and Restated
Employment Agreement.  On the Effective Date (as defined in the
Merger Agreement), the Employment Agreement shall automatically terminate in its
entirety and the Amended and Restated Employment Agreement attached hereto as
Exhibit A shall
automatically become effective.

     

    2.           Governing
Law.  This Amendment shall be governed in all respects by the
laws of the State of New York without reference to its choice of law
rules.

     

    3.           Successors and
Assigns.  Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.

     

    4.           Entire Agreement;
Amendment.  The
Employment Agreement as amended by this Amendment constitutes the full and
entire understanding and  agreement between the parties with regard to
the subjects hereof and thereof.  Neither the Employment Agreement as
amended by this Amendment nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the party to be
charged.  Except as specifically amended in this Amendment, the
Employment Agreement shall remain in full force and effect and shall be binding
on the parties hereto.

     

    5.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Severability.  The
holding of any provision of this Amendment to be invalid or enforceable by a
court of competent jurisdiction shall not affect any other provision of this
Amendment, which shall remain in full force and effect.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.

     

    
      
        
          	 
      	
                  GVI
      SECURITY SOLUTIONS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Steven E. Walin

                
	 
      	
                  Name:  Steven
      E. Walin

                
	 
      	
                  Title:  Chief
      Executive Officer

                
	 
      	 
      
	 
      	
                  THE
      EXECUTIVE

                
	 
      	 
      
	 
      	
                  /s/
      Joseph Restivo

                
	 
      	
                  Joseph
      Restivo

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    


    Amended
and Restated Employment Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDED & RESTATED
EMPLOYMENT AGREEMENT

     

    This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and
entered into as of the Effective Date (as defined below) by and between GVI
Security Solutions Inc., a Delaware corporation (the “Company”), and Joseph Restivo
(the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
the Company desires to continue to employ the Executive and the Executive
desires to continue to be employed by the Company, subject to the terms and
provisions of this Agreement;

     

    WHEREAS,
this Agreement shall be effective upon the Effective Date, as defined in that
certain Agreement and Plan of Merger, dated as of October 21, 2009, among
GenNx360 GVI Holding, Inc., a Delaware corporation (“Holdings”), GenNx360 GVI
Acquisition Corp., a Delaware corporation, and the Company; and

     

    WHEREAS,
this Agreement amends, restates and supersedes in its entirety that certain
Employment Agreement, dated as of March 28, 2006 (as amended from time to time),
between the Company and the Executive (the “Original Employment
Agreement”) and the Original Employment Agreement shall automatically
terminate as of the Effective Date.

     

    NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the sufficiency of which
is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as
follows:

     

    1.           Definitions

     

    (a)           “Affiliate”
of a specified person or entity shall mean a person or entity that directly or
indirectly controls, is controlled by, or is under common control with, the
person or entity specified.

     

    (b)           “Annual
Bonus” shall have the meaning ascribed to such term in Section 5(a)
below.

     

    (c)           “Base
Salary” shall mean the annualized salary provided for in Section 4
below.

     

    (d)           “Board”
shall mean the Board of Directors of Holdings.

     

    (e)           “Cause”
shall mean:

     

    (i)           a
material breach by the Executive of any provision of this Agreement, including
but not limited to a breach of Section 3(a) below, after the receipt of
written notice from the Company detailing the nature of the breach and the
Executive’s failure to cure such breach, if curable, within ten (10) days after
the Executive’s receipt of written notice from the Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)          any
conduct, action or behavior by the Executive (other than actions or conduct
undertaken in the normal course of operations of the business) that has or may
reasonably be expected to have a material adverse effect on the reputation or
business of Holdings, any of its subsidiaries, or any of its shareholders
(collectively, the “Company
Group”);

     

    (iii)         commission
of any act by the Executive of gross negligence, willful malfeasance, reckless
nonfeasance or malfeasance or any willful violation of law, in performance of
his duties with the Company;

     

    (iv)         failure
to observe material written policies generally applicable to employees after
receipt of written notice from the Company and a reasonable opportunity to cure
such failure;

     

    (v)           indictment,
conviction of, guilty plea or pleading of nolo contendere to, any
felony or a lesser crime involving dishonesty, fraud, theft, wrongful taking of
property, embezzlement, bribery, forgery, extortion or other crime of moral
turpitude provided that any such crime has a material adverse effect of the
business or reputation of the Company;

     

    (vi)         chronic
unexcused absenteeism; or

     

    (vii)        substance
abuse, illegal drug use or habitual insobriety.

     

    (f)           “Change
in Control” shall mean any of the following that occurs after the Effective
Date:

    


    (i)           any
“person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities
Exchange Act of 1934, as amended), but excluding a person who owns more than 5%
of the outstanding shares of the Company as of the Effective Date, becomes a
“beneficial owner” (as such term is used in Rule 13d-3 promulgated under that
Act), of more than 50% of the Voting Stock of the Company; or

     

    (ii)          all
or substantially all of the assets of the Company are disposed of pursuant to a
merger, consolidation or other transaction (unless the stockholders of the
Company immediately prior to such merger, consolidation or other transaction
beneficially own, directly or indirectly, greater than 50% of the Voting Stock
or other ownership interests of the entity or entities, if any, that succeed to
the business of the Company). 

     

    For
purposes of this Change in Control definition, “Voting Stock” shall mean the
capital stock of any class or classes having general voting power, in the
absence of specified contingencies, to elect the directors of the
Company.  Notwithstanding the foregoing, no transaction shall be
considered a Change in Control if this Agreement or the Executive’s employment
is terminated at or within two weeks of the Effective Date.

     

    
      
        
        

      

      
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    (g)           “Date
of Termination” shall mean:

     

    (i)          
 if the Executive’s employment is terminated by the Company, the date the
Company informs the Executive that his employment is so terminated;

     

    (ii)           if
the Executive voluntarily resigns his employment without Good Reason, thirty
(30) days after receipt by the Company of notice of such resignation or such
other (and later) date stated as his Date of Termination in such written notice
to the Company (provided, that the Company may accelerate the Date of
Termination to an earlier date by providing the Executive with notice of such
action, or, alternatively, the Company may place the Executive on paid leave
during such period);

     

    (iii)          if
the Executive’s employment is terminated by reason of death or Disability, the
date of death or Disability; or

     

    (iv)          if
the Executive resigns his employment for Good Reason, upon timely written notice
from the Executive after the period for curing such violation has expired in
accordance with Section 1(i) below.

     

    (h)           “Disability”
shall mean the Company’s determination, upon the advice of a medical doctor
selected by the Company and reasonably acceptable to the Executive, that
Executive has become (or is reasonably expected to be) unable, due to physical
or mental incapacity, to substantially perform his duties and responsibilities,
with or without a reasonable accommodation, for a period of sixty (60)
consecutive days or an aggregate of ninety (90) days in any six (6) month
period.  If the Executive refuses to submit to a reasonable
examination by such medical doctor, the Company shall have the right to conclude
that a Disability has occurred and the Executive shall be estopped from
objecting to such conclusion.

     

    (i)           “Good
Reason” shall mean the occurrence of any of the following without the
Executive’s consent:

     

    (i)           a
material diminution in the Executive’s authority, duties or responsibilities as
normally associated with the position of Chief Operating Officer and Chief
Financial Officer in a company the size and nature of the Company other than
isolated actions not taken in bad faith and which are remedied by the Company
promptly after receipt of written notice thereof given by the
Executive;

     

    (ii)           a
reduction in the Executive’s Base Salary or bonus opportunity;

     

    (iii)          a
material breach by the Company of any provision of this Agreement which, if
curable, is not cured within thirty (30) days after the Company’s receipt of
written notice from the Executive;

     

    
      
        
        

      

      
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    (iv)         a
change in the location of employment greater than 50 miles from the Company’s
current location; or

     

    (v)           the
removal by the Company of the Executive as Chief Operating Officer or Chief
Financial Officer.

     

    Anything
herein to the contrary notwithstanding, the Company’s placing the Executive on a
paid leave for up to ninety (90) days, pending a determination of whether there
is a basis to terminate the Executive for “Cause,” shall not constitute a “Good
Reason.”

     

    Anything
herein to the contrary notwithstanding, the Executive shall not be entitled to
resign for Good Reason unless the Executive first provides the Company written
notice of the event or circumstance constituting “Good Reason” within sixty (60)
days after the Executive first becomes aware of such event or circumstance, the
Company fails to cure such event within thirty (30) days after receipt of such
notice, and the Executive resigns within ninety (90) days after the period for
curing the event or circumstance has expired.

     

    (j)           “Term”
shall have the meaning ascribed to such term in Section 2
below.

     

    2.           Term of Employment; Place of
Employment

     

    (a)           The
term of the Executive’s employment hereunder shall begin on the Effective Date
and end at the close of business on December 31, 2013 (the “Initial Term”).  At the end
of the Initial Term, the Agreement shall automatically renew for successive
one-year periods (each a “Renewal Period”), unless at
least 120 days prior to the end of the Initial Term or any subsequent Renewal
Period, the Company provides written notice to the Executive of its intention
not to renew the Agreement (the “Term” shall include the Initial Term and any
Renewal Periods, if any).  The Term shall end on the date on which the
Executive’s employment is terminated by either Party in accordance with the
provisions herein.

     

    (b)           The
Executive shall serve as a member of the Board of Holdings during the Term, at
the discretion of the Board.

     

    (c)           The
principal office and location for the Executive’s performance of his duties
hereunder shall be the location of the headquarters of the Company.

     

    3.           Position; Duties and
Responsibilities

     

    (a)           During
the Term, the Executive shall be employed as the Chief Operating Officer and
Chief Financial Officer, reporting to the Chief Executive Officer, and shall be
responsible (along with the Chief Executive Officer) for the general management
of the affairs of the Company and shall perform such duties and responsibilities
as reasonably determined by the Board consistent with the duties and
responsibilities normally associated with such positions in a company the size
and nature of the Company.

     

    
      
        
        

      

      
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    (b)           The
Executive agrees to devote all of his business time, energies, skills, efforts
and attention exclusively to his duties hereunder, and will not, without the
prior written consent of the Company, render any material services to any other
business concern.  The Executive will use his best efforts and
abilities faithfully and diligently to promote the Company’s business interests
while at all times strictly adhering to and performing all duties in accordance
with applicable laws, rules and regulations and the policies and procedures of
the Company in effect from time to time.  The Executive shall perform
such duties and responsibilities at such places as shall from time to time be
directed by the Board or reasonably necessary in the discretion of the Executive
to fulfill the Executive’s obligations under this Agreement.

     

    (c)           Anything
herein to the contrary notwithstanding, nothing shall preclude the Executive
from (i) subject to the reasonable approval of the Board, serving on the boards
of directors of trade associations and/or charitable organizations, (ii)
engaging in charitable activities and community affairs and (iii) managing his
personal investments and affairs, provided that the activities described in the
preceding clauses (i) through (iii) do not interfere with the proper performance
of his duties and responsibilities for the Company or conflict with the business
of the Company Group.

     

    4.           Base
Salary

     

    During
the Term, the Executive shall be paid an annualized Base Salary of $250,000,
payable in accordance with the regular payroll practices of the
Company.  During the Term, the Base Salary may be increased, but not
decreased, from time to time by the Board.  The Executive shall not be
entitled to any compensation for service as an officer or member of any board of
directors of any Affiliate, if he is elected or appointed to any such
board.

     

    5.           Bonus

     

    On the
Effective Date, the Executive shall be paid an annual performance bonus for
calendar year 2009 in an amount equal to 50% of his Base Salary, subject to
applicable withholding and deductions as required by law.  Beginning
with fiscal year 2010 (which begins on January 1, 2010), and continuing during
the Term, the Executive shall be eligible to receive an annual incentive award
subject to the conditions set forth herein (“Annual Bonus”).  In
the event the Company’s consolidated Earnings Before Interest, Taxes,
Depreciation, Amortization (“EBITDA”) for the relevant
fiscal year as derived from the Company’s consolidated audited financial
statements equals the EBITDA Target (as defined below) for such fiscal year, the
Executive shall receive an Annual Bonus equal to 100% of his Base Salary (the
“Target
Bonus”).  In the event the Company’s EBITDA for the relevant
fiscal year as derived from the Company’s consolidated audited financial
statements is greater than the EBITDA Target for such fiscal year, the Executive
shall receive an Annual Bonus equal to the Target Bonus plus an additional bonus
incremental to the Target Bonus by the percentage improvement over the EBITDA
Target.  In the event the Company’s EBITDA for the relevant fiscal
year as derived from the Company’s consolidated audited financial statements is
less than the EBITDA Target for such fiscal year, the Executive shall receive an
Annual Bonus equal to the Target Bonus less the percentage
difference between the EBITDA Target and the Company’s EBITDA for such fiscal
year.  Any Annual Bonus shall be payable when bonuses for the
applicable fiscal year are paid to other senior executives of the Company.
Subject to Section 9 below, to be eligible to receive any Annual Bonus (or
portion thereof), the Executive must be employed by the Company on the last day
of the fiscal year for which the bonus is being paid.  The “EBITDA Target” shall be set
each year by the Board in good faith.

     

    
      
        
        

      

      
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    Additionally,
on the Effective Date, the Company shall pay the Executive, a lump-sum cash
payment, subject to applicable withholding and deductions as required by law, an
amount equal to $300,000, as an additional bonus in recognition of his services
and role in consummating the transaction with Holdings described
above.

     

    For
greater certainty, the Executive acknowledges and agrees that other than the
payments referenced in this Section 5 he has forfeited his rights to any bonus
owed to him (including as a result of a change of control) under the Original
Employment Agreement.

     

    6.           Restricted Stock Grant;
Option Grant

     

    On the
Effective Date, the Executive and Holdings shall enter into a Restricted Stock
Subscription Agreement (the “Subscription Agreement”), in
the form attached as Exhibit A hereto and
Holdings shall grant to the Executive a stock option to purchase shares of
Holding’s common stock pursuant to the Holdings equity incentive
plan.

     

    7.           Employee Benefit
Programs

     

    During
the Term, the Executive shall be entitled to participate in all employee savings
and welfare benefit plans and programs made available to the Company’s
senior-level executives on a basis no less favorable than provided to other
similarly-situated executives, as such plans or programs may be in effect from
time to time, including, without limitation, savings and other retirement plans
or programs, medical, dental, hospitalization, short-term and long-term
disability and life insurance plans, accidental death and dismemberment
protection, travel accident insurance, and any other pension or retirement plans
or programs and any other employee welfare benefit plans or programs that may be
sponsored by the Company from time to time (each a “Benefit Plan”).  The
Company may amend, modify or rescind any Benefit Plan at any time without notice
and in its sole and absolute discretion provided that the Executive is not
singled out for a reduction of benefits.

     

    8.           Reimbursement of Business
and Other Expenses: Perquisites;

     

    (a)           During
the Term, the Executive is authorized to incur reasonable out-of-pocket business
expenses in carrying out his duties and responsibilities under this Agreement,
including but not limited to, reasonable and documented travel expenses incurred
by the Executive, and the Company shall promptly reimburse him for such expenses
incurred in connection with carrying out the business of the Company, subject to
documentation and otherwise in accordance with the Company’s
policy.

     

    (b)           The
Executive shall be entitled to the perquisites provided to other senior-level
executives.  The Executive shall also be entitled to a car allowance
of $1,000 per month.

     

    (c)           The
Executive shall be entitled to four (4) weeks paid vacation per year, which
shall accrue in accordance with Company policy.  Vacation days shall
be taken at such time as is convenient for, and approved by, the Board.


     

    
      
        
        

      

      
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    9.           Termination of Agreement and
Executive’s Employment.

     

    (a)           Events of
Termination.  This Agreement and the Executive’s employment
shall terminate upon the occurrence of any of the events described in this
Section 9(a).

     

    (i)           This
Agreement shall automatically terminate upon the Executive’s death.

     

    (ii)          To
the extent permitted by law, this Agreement may be terminated by the Company
upon the occurrence of a Disability.

     

    (iii)         The
Company may, at its option, terminate this Agreement for Cause.

     

    (iv)         The
Company may, at its option, terminate this Agreement without Cause (and other
than as a result of the Executive’s death or a Disability) immediately upon the
giving of notice of termination to the Executive (or such later date as may be
required by applicable law).

     

    (v)          The
Executive may terminate this Agreement for Good Reason or without Good
Reason.

     

    (vi)         This
Agreement shall automatically terminate upon the expiration of the Term if the
Company elects not to renew the Agreement.

     

    (b)           Notice of
Termination.  Any termination of Employee’s employment by the
Company or by the Executive (other than on account of death), shall be
communicated to the other Party by written notice which indicates the specific
termination provision in this Agreement relied upon.

     

    (c)           Termination Without Cause by
the Company, Resignation for Good Reason by the Executive, or Non-renewal of the
Agreement by the Company.  Unless Section 9(f) below is
applicable, in the event the Executive’s employment during the Term is
terminated without Cause by the Company or the Executive resigns for Good
Reason, or upon the expiration of this Agreement at the end of its Term as a
result of a non-renewal of the Agreement by the Company, the Executive shall be
entitled to:

     

    (i)        
  Base Salary through the Date of Termination;

     

    (ii)       
  any unpaid Annual Bonus earned with respect to any fiscal year
preceding the Date of Termination payable when bonuses for such fiscal year are
paid to other Company executives;

     

    (iii)     
   a pro rated Annual Bonus for the fiscal year in which the Date
of Termination occurs (determined by multiplying the amount the Executive would
have received had employment continued through the end of such fiscal year by a
fraction, the numerator of which is the number of days during such fiscal year
that the Executive is employed by the Company and the denominator of which is
365), payable when bonuses for such fiscal year are paid to other Company
executives;

     

    
      
        
        

      

      
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    (iv)         payment
of Base Salary as salary continuation for a period of twelve (12) months, payable
in accordance with the regular payroll practices of the Company;

     

    (v)          continued
participation in all welfare benefit plans and programs described in Paragraph 7
for a period of twelve (12) months, to the extent permitted under the terms of
the relevant programs; provided, however, if the terms of the Company’s group
medical plan do not permit the continued coverage of the Executive as an active
employee in the plan after his termination of employment, the Company shall pay
for his premiums for continuing coverage under COBRA under the Company’s group
medical plan for a period of twelve (12) months on behalf of the Executive and
his eligible dependants; provided, further, the obligation of the Company to
provide welfare benefits under this clause (v) (including the obligation to pay
COBRA premiums) shall terminate upon the Executive becoming eligible for
comparable welfare benefits from another employer;

     

    (vi)         any
amounts earned, accrued or owing to the Executive but not yet paid under
Section 8 above, including accrued vacation; and

     

    (vii)        payment of up to $75,000 in cash on an after-tax basis
(assuming in calculating the after-tax
amount that Executive is subject to tax at the highest marginal rate of federal,
state and local tax imposed on a resident of the jurisdiction in which Executive
is a tax resident) for reasonable and documented relocation
expenses.

     

    (d)           Termination upon Death or
Disability.  In the event the Executive’s employment during the
Term is terminated upon death or Disability, the Executive (or his estate or
legal representative, as the case may be) shall be entitled to:

     

    (i)           
Base Salary through the Date of Termination;

     

    (ii)           any
unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of
Termination;

     

    (iii)          a
pro rated Annual Bonus for the fiscal year in which the Date of Termination
occurs (determined by multiplying the amount the Executive would have received
had employment continued through the end of such fiscal year by a fraction, the
numerator of which is the number of days during such fiscal year that the
Executive is employed by the Company and the denominator of which is 365),
payable when bonuses for such fiscal year are paid to other Company executives;
and

     

    (iv)         any
amounts earned, accrued or owing to the Executive but not yet paid under
Section 8 above, including accrued vacation.

     

    
      
        
        

      

      
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    (e)           Termination by the Company
for Cause or a Voluntary Resignation by the Executive.  If,
during the Term, the Company terminates the Executive’s employment for Cause or
the Executive voluntarily resigns for other than Good Reason, the Executive
shall be entitled to:

     

    (i)           
Base Salary through the Date of Termination; and

     

    (ii)           any
amounts earned, accrued or owing to the Executive but not yet paid under
Section 8 above, including accrued vacation.

     

    (f)           Termination Without Cause by
the Company, Resignation for Good Reason by the Executive, or Non-renewal of the
Agreement by the Company on or after a Change in Control.  If,
during the Term, the Executive’s employment is terminated within twelve (12)
months after a Change in Control without Cause by the Company or the Executive
resigns for Good Reason, or the Term of this Agreement is not renewed by the
Company or any successor in the twelve (12) month period following a Change in
Control, the Executive shall be entitled to:

     

    (i)           
Base Salary through the Date of Termination;

     

    (ii)           any
unpaid Annual Bonus earned with respect to any fiscal year preceding the Date of
Termination payable when bonuses for such fiscal year are paid to other Company
executives;

     

    (iii)          a
pro rated Annual Bonus for the fiscal year in which the Date of Termination
occurs (determined by multiplying the amount the Executive would have received
had employment continued through the end of such fiscal year by a fraction, the
numerator of which is the number of days during such fiscal year that the
Executive is employed by the Company and the denominator of which is 365),
payable when bonuses for such fiscal year are paid to other Company
executives;

     

    (iv)         payment
of Base Salary as salary continuation for a period of twenty-four (24)
months, payable
in accordance with the regular payroll practices of the Company;

     

    (v)          continued
participation in all welfare benefit plans and programs described in Paragraph 7
for a period of twenty-four (24) months, to the extent permitted under the terms
of the relevant programs; provided, however, if the terms of the Company’s group
medical plan do not permit the continued coverage of the Executive as an active
employee in the plan after his termination of employment, the Company shall pay
for his premiums for continuing coverage under COBRA under the Company’s group
medical plan for a period of eighteen (18) months on behalf of the Executive and
his eligible dependants (and thereafter shall pay for individual insurance
coverage for the remaining six months); provided, further, the obligation of the
Company to provide welfare benefits under this clause (v) (including the
obligation to pay COBRA premiums) shall terminate upon the Executive becoming
eligible for comparable welfare benefits from another employer;

     

    
      
        
        

      

      
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    (vi)         any
amounts earned, accrued or owing to the Executive but not yet paid under
Section 8 above, including accrued vacation; and

     

    (vii)        payment of up to $75,000 in cash on an after-tax basis
(assuming in calculating the after-tax amount that Executive is subject to tax
at the highest marginal rate of federal, state and local tax imposed on a
resident of the jurisdiction in which Executive is a tax resident) for reasonable and documented
relocation expenses.

     

    For
greater certainty, the Executive acknowledges and agrees that the payments and
benefits set forth in this Section 9(f) are in lieu of and not in addition to,
the payments and benefits set forth in Section 9(c).

     

    (g)          Exclusivity of Benefits;
Release of Claims.  Any payments provided pursuant to
Sections 9(c) or 9(f) above shall be in lieu of any salary continuation
arrangements under any other severance program of the
Company.  Notwithstanding anything herein to the contrary, the
Executive’s receipt of the payments, rights and other entitlements in
Sections 9(c)(iii), (iv), (v) or 9(f)  above, is subject to and
conditioned upon: (i) by no later than fifteen (15) days after the Date of
Termination, the Executive’s execution, delivery and non-revocation of a general
release in favor of the Company Group and its respective officers, directors,
shareholders, members, partners, managers, employees, plan administrators,
agents and attorneys, as well as any predecessor, future successor or estate or
assign of any of the foregoing from all claims and liability in the form and
substance supplied by the Company; and (ii) the Executive’s continuing
compliance with his contractual and legal obligations to the Company under this
Agreement, including his obligations under Sections 10, 11, 13 and
14.  In the event that the Executive fails to comply with such
contractual and legal obligations, the Company shall have the right to
terminate, and the Executive shall forfeit, all payments, rights and other
entitlements in Sections 9(c) or 9(f)(iii), (iv) and (v).

     

    (h)          Nature of
Payments.  Any amounts due under this Section 9 are in the
nature of severance payments considered to be reasonable by the Company and are
not in the nature of a penalty.

     

    (i)           Resignation.  Notwithstanding
any other provision of this Agreement, upon the termination of the Executive’s
employment for any reason, unless otherwise requested by the Board, he shall
immediately resign from all boards of directors of any Affiliate of the Company
of which he may be a member, and as a trustee of, or fiduciary to, any employee
benefit plans of the Company or any Affiliate.  The Executive hereby
agrees to execute any and all documentation of such resignations upon request by
the Company, but he shall be treated for all purposes as having so resigned upon
termination of his employment, regardless of when or whether he executes any
such documentation.

     

    (j)           Section 409A.  This
Agreement is intended to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”).  Notwithstanding
any provision herein to the contrary, this Agreement shall be interpreted,
operated and administered consistent with this intent.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything to the contrary set forth herein, payments and benefits provided under
this Agreement that constitute “deferred compensation” within the meaning of
Section 409A of the Code and the regulations and other guidance thereunder and
any state law or similar effect (collectively, “Section 409A) shall not
commence in connection with the Executive’s termination of employment unless and
until the Executive has also incurred a “separation from service” (as such term
is defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”), unless
the Company reasonably determines that such amounts may be provided to the
Executive without causing the Executive to incur the additional 20% tax under
Section 409A.

     

    It is
intended that each installment of severance pay provided for in this Agreement
is a separate “payment” for purposes of Treasury Regulation Section
1.409A-2(b)(2)(i).  For the avoidance of doubt, it is intended that
severance payments set forth in this Agreement satisfy, to the greatest extent
possible, the exceptions for the application of Section 409A provided under
Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and
1.409A-1(b)(9).

     

    If the
Company(or, if applicable the successor entity thereto) determines that any
payments or benefits constitute “deferred compensation” under Section 409A and
the Executive is, on the termination of service, a “specified employee” of the
Company or any successor entity thereto, as such term is defined in Section
409A(a)(2)(B)(i) of the Code, then solely to the extent necessary to avoid the
incurrence of the adverse personal tax consequences under Section 409A, the
timing of the payments and benefits shall be delayed until the earlier to occur
of (a) the date that is six months and one day after the Executive’s separation
from service, or (b) the date of the Executive’s death (such applicable date,
the “Specified Employee Initial
Payment Date.”  On the Specified Employee Initial Payment Date,
the Company (or the successor entity thereto, as applicable) shall (i) pay to
Executive a lump-sum amount equal to the sum of the payments and benefits that
Executive would otherwise have received through the Specified Employee Initial
Payment Date if the commencement of payment of such amounts had not been so
delayed pursuant to this Section, and (ii) commence paying the balance of the
payments and benefits in accordance with the applicable payment schedules set
forth in this Agreement.

     

    10.          Confidentiality; Assignment
of Rights.

     

    (a)           During
the Term and thereafter, other than in the ordinary course of performing his
duties for the Company or as required in connection with providing any
cooperation to the Company pursuant to Section 13 below, the Executive
agrees that he shall not disclose to anyone or make use of any trade secret or
proprietary or confidential information of the Company or any Affiliate of the
Company, including such trade secret or proprietary or confidential information
of any customer or other entity to which the Company owes an obligation not to
disclose such information, which he acquires during the course of his
employment, including, but not limited to, records kept in the ordinary course
of business, except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent or actual jurisdiction to order him to divulge, disclose
or make accessible such information.  In the event the Executive is
requested to disclose information as contemplated in the preceding sentence, the
Executive agrees, unless otherwise prohibited by law, to give the Company prompt
written notice of any request for disclosure in advance of the Executive making
such disclosure in order to permit the Company a reasonable opportunity to
challenge such disclosure.  The foregoing shall not apply to
information that (i) was known to the public prior to its disclosure to the
Executive; or (ii) becomes known to the public subsequent to disclosure to the
Executive through no wrongful act of the Executive or any representative of the
Executive.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (b)           The
Executive hereby sells, assigns and transfers to the Company all of his right,
title and interest in and to all inventions, discoveries, improvements and
copyrightable subject matter (the “rights”) which during the
course of his employment are made or conceived by him, alone or with others, and
which are within or arise out of any general field of the Company’s business or
arise out of any work he performs, or information he receives regarding the
business of the Company Group, while employed by the Company.  The
Executive shall fully disclose to the Company as promptly as available all
information known or possessed by him concerning the rights referred to in the
preceding sentence, and upon request by the Company and without any further
remuneration in any form to him by the Company, but at the expense of the
Company, execute all applications for patents and for copyright registration,
assignments thereof and other instruments and do all things which the Company
may deem necessary to vest and maintain in it the entire right, title and
interest in and to all such rights.

     

    (c)           Except
as otherwise may be required by law, the Executive agrees that at the time of
the termination of employment, whether at the instance of the Executive or the
Company, and regardless of the reasons therefore, or at any other time requested
by the Company, he will deliver to the Company, and not keep or deliver to
anyone else, any and all notes, files, memoranda, papers and, in general, any
and all physical matter and computer files containing information, including any
and all documents relating to the conduct of the business of the Company or any
of its Affiliates which are in his possession or control, except for (i) any
documents for which the Company has given written consent to removal at the time
of termination of the Executive’s employment and (ii) any information the
Executive reasonably believes may be necessary for his tax
purposes.

     

    11.           Non-Competition;
Non-Solicitation

     

    (a)           The
Executive understands and acknowledges that the services rendered to the Company
Group by the Executive are unique and irreplaceable, and that competitive use
and knowledge of any information or material proprietary to the Company Group
would substantially and irreparably harm the business, prospects and goodwill of
the Company Group.  Executive, therefore, understands and acknowledges
that it is in the Company’s legitimate business interest to restrict the
Executive from engaging in certain activities during the Term and for a period
of time thereafter.  During the Term and for 12 months following the
termination of the Executive’s employment with the Company or the end of the
originally scheduled Term, whichever occurs first, and whether or not the
Executive is entitled to any severance payments, the Executive agrees that he
shall not, other than in the ordinary course of performing his duties hereunder
or as agreed by the Company in writing, engage in a “Competitive Business,”
directly or indirectly, as an individual, partner, shareholder, director,
officer, principal, agent, employee, trustee, consultant, or in any relationship
or capacity, in any geographic location in which the Company or any of its
Affiliates is engaged in business.  The Executive shall not be deemed
to be in violation of this Section 11(a) by reason of the fact that he owns
or acquires, solely as an investment, up to two percent (2%) of the outstanding
equity securities (measured by value) of any entity which is publicly
traded.  “Competitive
Business” shall mean a business that the Company or any of its Affiliates
is engaged in or is actively developing (i) on the Effective Date or (ii) at the
time of the Executive’s termination from employment; provided that for purposes
of clause (ii) each business accounted for 25% or more of the Company’s revenue
for the twelve months prior to such termination.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (b)           The
Executive acknowledges that the scope (i.e., geographic, activity and time
period) of the foregoing covenant not-to-compete is necessary and reasonable for
the adequate protection of the business of the Company Group, that the
restrictions contained in this Section 11 will
not cause the Executive undue hardship or prevent the Executive from earning a
livelihood during the period that such restrictions are in effect, and that the
Executive’s promise to comply with such restrictions is a material inducement to
the Company to enter into this Agreement and the Subscription
Agreement.

     

    (c)           The
Executive agrees that during the Term and for a period of twelve (12) months
following the termination of the Executive’s employment with the Company for any
reason, he will not, directly or indirectly, solicit, recruit, hire or retain
(or attempt to solicit, recruit, hire or retain) for employment or engagement
any person who is (or was during Employee’s employment or during the six (6)
month period before the conduct prohibited by this Section occurs) an employee
or independent contractor of the Company or any of its Affiliates or encourage
(or attempt to encourage) any such employee or independent contractor to leave
the employ of the Company or its Affiliates, as the case may be.

     

    (d)           The
Executive agrees that during the Term and for a period of twelve (12) months
following the termination of the Executive’s employment with the Company for any
reason, he will not solicit or encourage any customer or supplier of the Company
or any of its Affiliates to reduce or cease their business with the Company or
any of its Affiliates, or otherwise interfere with, influence or alter (or
attempt to interfere with, influence or alter) any of the contracts or
relationships between the Company or any of its Affiliates with their customers
or suppliers.

     

    (e)           The
Executive covenants and agrees that he will not seek to challenge the
enforceability of the covenants contained in this Agreement against the Company
or any of its Affiliates, nor will the Executive assert as a defense to any
action seeking enforcement of the provisions contained in this Agreement
(including an action seeking injunctive relief) that such provisions are not
enforceable due to lack of reasonableness or sufficient consideration received
by the Executive.

     

    12.          Injunctive and Other
Relief

     

    The
Executive expressly agrees and acknowledges any breach or threatened breach of
any obligation under Section 10, 11 or 14 hereof will cause the Company
irreparable harm for which there is no adequate remedy at law, and as a result
of this the Company shall be entitled to the issuance by a court of competent
jurisdiction of an injunction, restraining order or other equitable relief in
favor of itself, without the necessity of posting a bond, restraining the
Executive from committing or continuing to commit any such
violation.  If the Executive breaches this Agreement, the Company
shall be permitted upon ten (10) days’ prior written notice to Executive, to the
fullest extent allowed by applicable laws, to set-off and apply any amounts at
any time held by the Company on behalf of Executive, and any debts of the
Company owed to Executive, against the Executive’s obligations to the
Company.  If the Company defers or withholds payment of any amount
otherwise payable under this Agreement on the basis of an asserted violation of
any provision of Section 10, 11 or 14, and it is subsequently finally
determined that the Executive did not commit such violation, the Company shall
promptly pay all such unpaid amounts to the Executive from the date such
payments should have been made under this Agreement until the date they are
actually paid, together with interest at the prime rate set by the
Citibank.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    13.           Cooperation;
Non-Assistance

     

    (a)           Following
the Date of Termination, upon reasonable request by the Company, the Executive
shall cooperate with the Company with respect to any litigation or other dispute
relating to any matter in which he was involved or had knowledge during his
employment with the Company.  Such cooperation shall include, without
limitation, acting as the Company’s representative in any such proceeding and,
without the necessity of a subpoena, providing truthful testimony in any
jurisdiction or forum.  The Company shall reimburse the Executive for
all reasonable and documented out-of-pocket costs, such as travel, hotel and
meal expenses, actually incurred by the Executive in providing any cooperation
pursuant to this Section 13.

     

    (b)           The
Executive shall not voluntarily assist, support or cooperate with (by providing
testimony, documents or information or otherwise), directly or indirectly, any
person or entity alleging, pursuing or defending against any investigation,
claim or cause of action by or against any member of the Company Group unless
compelled by subpoena, order, judgment or decree of a court or governmental or
regulatory agency of competent jurisdiction. Notwithstanding the foregoing, in
no event shall the Executive be prohibited from filing a charge with, or
participating in any investigation or proceeding conducted by, any governmental
agency, or, if at any time compelled to testify, from providing complete and
truthful testimony.

     

    14.           Non-Disparagement

     

    The
parties hereto shall not during the Term or thereafter denigrate, ridicule or
intentionally criticize each other, their Affiliates or any of their respective
products, services, shareholders, employees, officers or directors, including,
without limitation, by way of news interviews or the expression of personal
views, opinions or judgments to the media.

     

    15.           The Executive’s
Representations.

     

    The
Executive represents and warrants to the Company that his entering into and
performing his obligations under this Agreement will not violate any agreement
between the Executive and any other person, firm or organization.  The
Executive also represents and warrants that he will not use or disclose any
confidential or proprietary information of any prior employer in the course of
performing his duties for the Company or any of its Affiliates.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    16.           Assignability; Binding
Nature

     

    This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors, heirs (in the case of the Executive) and
assigns.  For purposes of this Section 16, a successor to the
Company shall be limited to an entity which shall have acquired substantially
all of the business and/or assets of the Company and shall have expressly
assumed (whether by agreement or operation of law) and agreed to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.  No rights
or obligations of the Executive under this Agreement may be assigned or
transferred by the Executive other than his rights to compensation and benefits,
which may be transferred only by will, operation of law or in accordance with
Section 23 below.

     

    17.           Payroll
Deductions

     

    All
applicable federal, state and local withholding taxes, and deductions authorized
by the Executive or by law, shall be deducted from all payments set forth in
this Agreement.

     

    18.           Entire
Agreement

     

    This
Agreement and the Subscription Agreement contain the entire understanding and
agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Parties with respect thereto,
including the Original Employment Agreement.  There are no other
agreements except as stated herein.  The Executive acknowledges that
neither the Company nor any of its representatives have made any promises to the
Executive other than those contained in this Agreement.  In the event
of any inconsistency between any provision of this Agreement and any other
provision of any other plan, policy or program of, or other agreement with, the
Company, the provisions of this Agreement shall control.

     

    19.           Amendment or
Waiver

     

    No
provision in this Agreement may be amended unless such amendment is agreed to in
writing and signed by the Executive and an authorized officer of the
Company.  No waiver by either Party of any breach by the other Party
of any condition or provision contained in this Agreement to be performed by
such other Party shall be deemed a waiver of a similar or dissimilar condition
or provision at the same or any prior or subsequent time.  Any waiver
must be in writing and signed by the Party against whom it is being enforced
(either the Executive or an authorized officer of the Company, as the case may
be).

     

    20.           Severability.

     

    In the
event that any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    21.           Survivorship.

     

    The
respective rights and obligations of the Parties hereunder, including, without
limitation, Section 9 (Termination of Employment), Section 10
(Confidentiality; Assignment of Rights), Section 11 (Non-Competition;
Non-Solicitation), Section 12 (Injunctive and Other Relief),
Section 13 (Cooperation; Non-Assistance), Section 14
(Non-Disparagement), Section 22 (Indemnification and Liability Insurance)
and Section 26 (Resolution of Disputes), shall survive any termination of
the Executive’s employment to the extent necessary to the intended preservation
of such rights and obligations.  Notwithstanding the above provisions
of this Agreement which by their terms must survive the termination of this
Agreement in order to effectuate the intent of the parties will survive any such
termination, whether by expiration of the Term, termination of the Executive’s
employment, or otherwise, for such period as may be appropriate under the
circumstance.

     

    22.           Indemnification and
Liability Insurance

     

    The
Company hereby agrees that through out the Term and for a customary period
thereafter, the Executive shall be covered by any general liability insurance
policy that other directors and officers of the Company are covered by and
agrees to indemnify the Executive and hold him harmless, both during the Term
and thereafter, to the fullest extent permitted by law and under the by-laws of
the Company against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorneys’
fees), losses, and damages resulting from the Executive’s good faith performance
of his duties as an officer or director of the Company.

     

    23.           Beneficiaries/References

     

    The
Executive shall be entitled, to the extent permitted under applicable plans,
agreements or law, to select and change a beneficiary or beneficiaries to
receive any compensation or benefit payable hereunder following the Executive’s
death by giving the Company written notice thereof.  In the event of
the Executive’s death or a judicial determination of his incompetence, reference
in this Agreement to the Executive shall be deemed, where appropriate, to refer
to his beneficiary, estate or other legal representative.

     

    24.           Third Party
Beneficiary

     

    The
shareholders of Holdings shall be third party beneficiaries of the covenants and
agreements made by the Executive in this Agreement and shall have the right to
enforce such agreements directly against the Executive.

     

    25.           Governing
Law

     

    This
Agreement shall be governed by and construed and interpreted in accordance with
the laws of New York without reference to principles of conflicts of
law.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    26.           Resolution of
Disputes

     

    Any
dispute arising under or relating to this Agreement shall be resolved by
confidential and binding arbitration, to be held in the County of New York in
the state of New York before a single arbitrator in accordance with the rules
and procedures of the Commercial Arbitration Rules of the American Arbitration
Association.  Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.  Each Party shall be
responsible for its own costs and expenses, including attorneys’ fees incurred
in connection with the arbitration, and neither Party shall be liable for
punitive or exemplary damages.  Notwithstanding anything to the contrary in
this Agreement, nothing in this Agreement shall prevent the Company from seeking
and obtaining injunctive relief from a court pursuant to
Section 12.

     

    27.           Notices.

     

    Any
notice given to a Party shall be in writing and shall be deemed to have been
given (i) when delivered personally, (ii) three (3) days after being sent by
certified or registered mail, postage prepaid, return receipt requested or (iii)
two (2) days after being sent by overnight courier (provided that a written
acknowledgement of receipt is obtained by the overnight courier), with any such
notice duly addressed to the Party concerned at the address indicated below or
to such other address as such Party may subsequently give such notice of in
accordance with this Section 27:

     

    
      
        	
                If
      to the Company:

              	
                GVI
      Security Solutions, Inc.

              
	 
      	
                2801
      Trade Center Drive

              
	 
      	
                Carrolton,
      TX 75007

              
	 
      	
                Attention:
      Chairman of the Board

              
	 
      	 
      
	
                With
      a copy to:

              	
                Nixon
      Peabody LLP

              
	 
      	
                437
      Madison Avenue

              
	 
      	
                New
      York, NY 10022

              
	 
      	
                Attention:
      Bradley C. Vaiana, Esq.

              
	 
      	 
      
	
                If
      to the Executive:

              	
                Joseph
      Restivo

              
	 
      	
                [Address]

              


      

    

     

    28.           Headings

     

    The
headings of the sections contained in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.

     

    29.           Counterparts

     

    This
Agreement may be executed in two or more counterparts.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    30.           WAIVER OF
TRIAL BY JURY.
THE COMPANY AND THE EXECUTIVE EACH AGREE TO WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING TO THIS AGREEMENT
OR THE EMPLOYMENT.

     

    31.           KNOWING
AND VOLUNTARY; ADVICE OF COUNSEL.  THE
EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE IS EXECUTING THIS AGREEMENT KNOWINGLY
AND VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE FROM THE COMPANY OR
ANY OTHER PERSON.  THE EXECUTIVE ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT, THE EXECUTIVE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND THE EXECUTIVE HAS READ AND UNDERSTANDS ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.


     

    
      
        	 
      	
                GVI
      SECURITY SOLUTIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Steven E. Walin

              
	 
      	
                Name:  Steven
      E. Walin

              
	 
      	
                Title:  Chief
      Executive Officer

              
	 
      	 
      
	 
      	
                THE
      EXECUTIVE

              
	 
      	 
      
	 
      	
                /s/ Joseph
      Restivo

              
	 
      	
                Joseph
      Restivo

              


      

    

     

    Signature
Page to Amended and Restated Employment Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    


    Subscription
Agreement