EXHIBIT 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of January
31, 2003 between TVI Corporation,  a Maryland corporation (the "Employer"),  and
Richard V. Priddy (the "Executive").

     In  consideration  of the Executive's  agreement to provide  services under
this Agreement and the mutual  agreements set forth below, the receipt and legal
sufficiency  of which are hereby  acknowledged,  the Employer and the  Executive
agree as follows:

         SECTION 1.        Employment Relationship.
                           -----------------------

     (a) Employment by Employer.
         ----------------------

          (i) The  Employer  hereby  employs the  Executive,  and the  Executive
     hereby  agrees to be  employed  by the  Employer,  as  President  and Chief
     Executive Officer of Employer.  During the Executive's  employment with the
     Employer,  the Executive shall report directly to the Board of Directors of
     the Employer (the  "Board").  The  Executive  agrees to abide by the rules,
     regulations, instructions, personnel practices and policies of the Employer
     and any  changes  therein  which  may be  adopted  from time to time by the
     Employer.  The Executive  acknowledges  receipt of copies of all such rules
     and policies committed to writing as of the date of this Agreement.

          (ii)  The  Executive  shall  do and  perform  all  services  and  acts
     necessary or advisable  to fulfill the duties and  responsibilities  as are
     commensurate  and consistent with the  Executive's  position and such other
     services  as  reasonably  requested  by the  Board  (the  "Services").  The
     Executive agrees to devote all of the Executive's  working time,  attention
     and efforts to the  Employer  and to perform the duties of the  Executive's
     position in accordance with the Employer's  policies as in effect from time
     to time;  provided that, the Executive shall be permitted to engage in such
     limited  and  non-competitive  outside  business  activities  that  do  not
     interfere  with the  performance  of his  duties  hereunder  only as may be
     approved  by the Board in  advance  in  accordance  with the  business  and
     ethical standards of the Company adopted from time to time. The Executive's
     principal  place of employment  shall be the Employer's  offices located in
     the Glenn Dale, Maryland area.

     (b) Employment Period.
         -----------------

          (i) Subject to earlier  termination  as set forth  herein,  the period
     commencing  on January  1, 2003,  and  ending on  December  31,  2005 (such
     three-year term being referred to as the "Initial  Term").  Notwithstanding
     anything  to  the  contrary  contained  in  the  preceding  sentence,  this
     Agreement  shall be  automatically  renewed for  successive  one-year terms
     (each such one-year  term a "Renewal  Term"),  unless sooner  terminated in
     accordance with the provisions  hereof, or unless either party gives to the
     other party  written  notice of intent not to renew the  Agreement at least
     ninety (90) days prior to the end of the Initial Term or any Renewal  Term.
     For the purposes of this Agreement,  the Initial Term and each Renewal Term
     shall collectively be referred to as the "Employment Period."

          (ii)  Executive  agrees  and  acknowledges  that the  Employer  has no
     obligation  to  extend  the  Employment  Period,  and  Executive  expressly
     acknowledges  that no promises or  understandings to the contrary have been
     made or reached.  Executive also agrees and acknowledges  that,  should the
     Employer choose to continue  Executive's  employment for any period of time
     after the expiration of the Employment Period,  Executive's employment with
     the Employer, unless otherwise agreed by the parties, will be "at will." In


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     other words,  during any time  following the  expiration of the  Employment
     Period,  unless otherwise agreed by the parties, the Employer may terminate
     Executive's  employment  at any time,  with or  without  reason and with or
     without  notice,  and  Executive  may  resign at any time,  with or without
     reason and with or without  notice.  All  references  herein to the term of
     this  Agreement  shall refer to the Initial Term,  the Renewal Term and any
     successive term as the context logically requires.

         SECTION 2.        Compensation and Benefits.
                           -------------------------

         During the Employment Period:
         ----------------------------

     (a) Annual Compensation.  The Employer shall pay to the Executive an annual
         -------------------
compensation,  consisting of salary and bonus as set forth  herein.  Payment and
calculation shall be as follows:

          (i) Annual Base Salary.  For each fiscal year of the Employment Period
              ------------------
     the Employer  shall pay the  Executive an annual base salary of One Hundred
     Fifty  Thousand  Dollars  ($150,000.00),  subject  to annual  increase,  as
     determined in the sole discretion of the Board;  provided that, such annual
     increase will be no less than five percent (5%) (the "Base  Salary").  Base
     Salary  shall  be  payable  in  accordance  with  the  Employer's   payroll
     practices, as in effect from time to time.

          (ii)  Annual  Bonus.  The  Executive  shall be  eligible to receive an
                -------------
     annual  performance-based  bonus to be calculated and awarded in accordance
     with Schedule A, attached hereto (the "Annual Bonus").
          ----------

     (b) Stock  Options/Awards.  Executive shall participate in all stock option
         ---------------------
plans and other equity programs maintained by Employer for which he is eligible,
including the Employer's  Amended and Restated 1998 Incentive  Stock Option Plan
(the "Plan") for Board members and key employees. Specifically, each year during
the term,  Executive  shall be entitled to  participate  and receive the maximum
number of incentive  stock options  granted to "key  employees"  under the Plan.
Additionally,  for so long as the  Executive  remains a member of the Board,  he
shall be entitled to receive the  standard  director  compensation  as in effect
from  time to time  for  Board  members  including,  without  limitation,  stock
options/awards  and Board attendance fees.  Additionally,  the Board may, in the
exercise of its sole  discretion,  grant Executive  additional stock options and
other equity awards from time to time.

     (c) Benefits. During the Employment Period, the Executive shall be entitled
         --------
to participate in any welfare, health and life insurance and pension benefit and
incentive  programs  as may be  adopted  from  time to time by the  Employer  in
accordance  with the plans,  policies,  programs  and  practices of the Employer
applicable to similarly situated employees of the Employer;  provided that, such
benefits will include long term disability insurance covering 60% of Executive's
Base Salary up to age 65.

     (d) Reimbursement for Business  Expenses.  The Employer shall reimburse the
         ------------------------------------
Executive for all reasonable  and necessary  business  expenses  incurred by the
Executive in performing  the  Executive's  duties for the Employer,  on the same
basis as similarly  situated  employees  and in accordance  with the  Employer's
policies as in effect from time to time. At Executive's option,  Executive shall
either  receive a monthly  automobile  allowance  of $350 or be  reimbursed  for
mileage driven in connection with his duties  hereunder at the maximum rate then
established by the Internal Revenue Service (currently $0.36/mile).


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         SECTION 3.        Termination.
                           -----------

     (a) Death or  Disability.  If the  Executive  dies  during  the  Employment
         --------------------
Period,  the Employment Period shall terminate as of the date of the Executive's
death.  Similarly,  the Employment  Period shall terminate as of the date of the
Executive's  Disability.  For purposes of this Agreement,  the term "Disability"
shall mean:  (i) when  Executive is determined to be totally  disabled under the
terms of any disability  income insurance policy  maintained by the Employer for
the  benefit of  Executive;  (ii)  Executive's  inability,  because of mental or
physical impairment,  to perform his duties under this Agreement for a period in
excess of ninety (90) consecutive days, or (iii) Executive's inability,  because
of mental or physical impairment, to perform his duties under this Agreement for
a period in excess of one hundred  eighty (180) days in any  consecutive  twelve
(12) month  period,  if, in the case of either (ii) or (iii),  a duly  licensed,
actively practicing physician reasonably acceptable to the Employer certifies in
a written medical opinion and with reasonable  medical  certainty that Executive
is and will  continue to be unable to perform his regular  full-time  employment

duties with the Employer  for a period of six (6) months after the  commencement
date of such  disability.  During any period  prior to such  termination  during
which the Executive is absent from the full-time  performance of the Executive's
duties with the Employer due to  Disability,  the Employer shall continue to pay
the  Executive's  Base Salary at the rate in effect at the  commencement of such
period of Disability,  offset by any amounts  payable to the Executive under any
disability insurance plan or policy provided by the Employer.

     (b) Cause. The Employer, at its option, may terminate the Employment Period
         -----
and all of the  obligations  of the Employer  under this  Agreement for Cause at
anytime. The Employer shall have "Cause" to terminate the Executive's employment
hereunder in the event of: (i) the Executive's  conviction of, plea of guilty or
nolo  contendere  to, or  admission  that he has  committed  a felony,  (ii) the
Executive's  willful or gross  neglect of the material  duties  required by this
Agreement,  (iii)  the  Executive's  failure  to  perform  his  duties  ably and
competently;  (iv) the Executive's  willful misconduct in the performance of the
Services,  or (v) Executive's  breach of the provisions of Section 4 and/or 5 of
this Agreement;  provided that, in the case of an event described in clause (ii)
or clause (iii) above, that (A) the Executive has received written notice of the
specific claimed deficiencies and has had an opportunity to discuss such matters
at a meeting of the Board,  and (B) the  Executive  has not cured such action to
the  satisfaction  of the Board within  thirty (30) days after  meeting with the
Board.

     (c)  Termination by Executive for Good Reason.  The Executive may terminate
          ----------------------------------------
this  Agreement  upon thirty (30) days prior written notice to the Employer that
Good Reason (as defined below) has occurred,  with such notice setting forth the
basis  therefor,  if the  basis for such Good  Reason is not cured  within  such
30-day period after written notice.  "Good Reason" means: (i) the failure of the
Employer  to pay any  amounts  due under  this  Agreement,  other  than  amounts
disputed in good faith with the basis for such dispute set forth by the Employer
in  writing,  (ii) a  substantial  diminution  in the  material  status,  title,
position or responsibilities  of the Executive,  other than for Cause, (iii) the
requirement  that the Executive engage in any unlawful act or act of dishonesty,
fraud  or  deception  in the  course  of his  employment,  or  (iv)  Executive's
relocation  to a  facility  or  location  more than  fifty  (50)  miles from the
Employer's current facility.


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     (d) Payment in the Event of Termination.
         -----------------------------------

          (i) Basic Termination Payment.  Upon the termination of the Employment
              -------------------------
     Period at any time for any reason,  the Employer shall pay to the Executive
     or his  estate  any  accrued  and unpaid  compensation  (together  with any
     interest or earnings thereon) that has not yet been paid; provided that, in
     the event of termination of the Employment Period due to Executive's death,
     Employer shall pay to Executive's  surviving heirs a lump sum payment equal
     to three (3) months of the then-current  Base Salary within sixty (60) days
     of the date of death, in addition to any other  death-related  benefits the
     Employer may provide.

          (ii)  Standard  Involuntary  Termination  Payment.  Subject to Section
                -------------------------------------------
     3(d)(iii) hereof, following the termination of the Employment Period at any
     time either by the  Employer  without  Cause or by the  Executive  for Good
     Reason,  the Employer shall continue to provide to the Executive  both: (A)
     Executive's  Base  Salary,  and (B) all  benefits  otherwise to be provided
     under Section 2(c) hereof had  employment not terminated for a period equal
     to the remaining balance of the Employment Period.

          (iii) Involuntary  Termination  Payment Following a Change of Control.
                ---------------------------------------------------------------
     Notwithstanding  the  foregoing,  in the  event of the  termination  of the
     Employment  Period  within the one (1) year  period  following  a Change of
     Control (as hereinafter defined) either by the Employer without Cause or by
     the Executive for Good Reason,  the Employer  shall  continue to provide to
     the Executive both: (A) the Executive's Base Salary and (B) continuation of
     all  benefits  otherwise  to be  provided  under  Section  2(c)  hereof had
     employment  not  terminated  for a period  equal to the greater of: (1) the
     Employment  Period  then  remaining,  or (2) a twelve  (12)  month  period.
     Additionally,  in such an event,  Executive shall be entitled to receive an
     Annual  Bonus  for  the  year  during  which  such   termination   occurred
     notwithstanding  that  Executive  is not  employed by Employer on the Bonus
     Payment  Date.  In such an event,  the Annual  Bonus shall be pro rated and
     calculated  based upon the  number of full  months  actually  worked by the
     Executive.

          (iv) "Change of Control"  Defined.  For purposes of this Agreement,  a
     "Change of Control" means: (a) the sale of all or substantially  all of the
     assets of the Employer, (b) the dissolution or liquidation of the Employer,
     or (c) any merger, share exchange, consolidation or other reorganization or
     business  combination of the Employer if immediately after such transaction
     either: (1) persons who were directors of the Employer immediately prior to
     such  transaction do not constitute at least a majority of the directors of
     the surviving  entity,  or (2) persons who hold over fifty percent (50%) of
     the voting  capital stock of the surviving  entity are not persons who held
     voting capital stock of the Employer immediately prior to such transaction.


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         SECTION 4.        Confidentiality; Non-Disclosure.
                           -------------------------------

     (a) Confidentiality.
         ---------------

          (i) Non-Disclosure  Obligation.  The Executive acknowledges that while
              --------------------------
     employed by the Employer, the Executive will occupy a position of trust and
     confidence.  The  Executive  shall not  disclose to others or use,  whether
     directly or indirectly, any Confidential Information regarding the Employer
     or any of its subsidiaries;  provided.  However,  that this Section 4(a)(i)
     shall not apply to any disclosure:  (A) required to perform the Executive's
     duties  hereunder;  (B) required by applicable  law; or (C) of  information
     that shall have  become  public  other than by the  Executive's  authorized
     disclosure. "Confidential Information" means all "Developments" (as defined
     below) and all information  about the Employer or any of its  subsidiaries,
     and their  clients and  customers  that is not disclosed by the Employer or
     any of its  subsidiaries  in the  ordinary  course of business and that was
     learned by the  Executive in the course of employment by the Employer or by
     the  Executive  in the  course of  employment  by any of its  subsidiaries,
     including (without  limitation) any proprietary  knowledge,  trade secrets,
     data, formulae, information and client and customer lists, prospects lists,
     pricing   information,   quotations,   budgets,   proposals,   existing  or
     contemplated  services or  products,  research,  financial,  marketing  and
     operational plans,  proposals and strategies and all papers,  resumes,  and
     records  (including  computer  records) of the  documents  containing  such
     Confidential Information. The Executive acknowledges that such Confidential
     Information  is  specialized,  unique in nature  and of great  value to the
     Employer and its subsidiaries, and that such information gives the Employer
     and its  subsidiaries  a competitive  advantage.  The  Executive  agrees to
     deliver or return to the Employer, at the Employer's request at any time or
     upon  termination  or expiration of the  Executive's  employment or as soon
     thereafter as possible,  all documents,  computer tapes and disks, records,
     lists,  data,  drawings,  prints,  notes and written  information  (and all
     copies thereof)  furnished by the Employer and its subsidiaries or prepared
     by  the  Executive  in the  course  of the  Executive's  employment  by the
     Employer and its  subsidiaries.  As used in this Agreement,  "subsidiaries"
     means any company controlled by the Employer.

          (ii) Compulsory Disclosures.  If the Executive is requested or (in the
               ----------------------
     opinion of his counsel)  required by law or judicial  order to disclose any
     Confidential  Information,  the  Executive  shall provide the Employer with
     prompt notice of any such request or  requirement  so that the Employer may
     seek  an  appropriate   protective  order  or  waiver  of  the  Executive's
     compliance with the provisions of this Section 4(a).

     (b)   Intellectual   Property.   Executive  agrees  that  all  innovations,
           -----------------------
inventions,  discoveries,  developments,  improvements,  works of authorship and
computer programs and related documentation that are made, conceived of or first
reduced to practice  by  him/her,  either  solely or jointly  with others  while
employed by the  Employer  as a result of tasks  assigned  to  Executive  by the
Employer,  or from the use of premises or property  owned,  leased or contracted
for  by the  Employer  (collectively,  the  "Developments"),  and  any  and  all
intellectual  property and other proprietary rights relating thereto whatsoever,
whether  patented,  copyrighted,  maintained  as  a  trade  secret,  registered,
recorded or otherwise  protected  (collectively,  the "Intellectual  Property"),
will be the  sole  and  exclusive  property  of the  Employer.  Executive  shall
promptly disclose to the Employer all Developments,  and Executive shall have no


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claim for additional compensation for the Developments or Intellectual Property.
Executive shall execute such  instruments as may be requested by the Employer to
confirm the Employer's  ownership of all Intellectual  Property  described,  and
shall,  at the  Employer's  expense,  provide all  reasonable  assistance in the
application, preparation, filing, prosecution and maintenance of any protections
relating to such  property,  or such other actions as may be required to perfect
the Employer's interest in such property.

         SECTION 5.        Non-Competition; Non-Solicitation.
                           ---------------------------------

     (a) Executive  acknowledges  and recognizes his possession of  Confidential
Information and  acknowledges the highly  competitive  nature of the business of
the  Employer and  accordingly  agrees that,  in  consideration  of the premises
contained herein, he will not, during the Employment Period and for one (1) year
after  the  date  of  termination  of his  employment  for  any  reason,  either
individually or as an officer, director, stockholder, member, employee, partner,
agent, consultant or principal of another business firm (other than as a passive
shareholder  of a company  in which the  Executive  owns less than five  percent
(5%)):  (i) engage in any business  which  competes  directly with Employer with
respect to the Employer's services and products, (ii) solicit to perform for any
Customer  or  Prospective  Customer,  or  (iii)  perform  for  any  Customer  or
Prospective  Customer,  for the purpose of  providing  services or products of a
nature or kind  similar to those  provided  by the  Employer,  or proposed to be
provided by the Employer,  to any Customer or Prospective  Customer.  "Customer"
means any entity that has  purchased  products or services  from the Employer at
any  time  within  two  (2)  years  prior  to  the  termination  of  Executive's
employment, and "Prospective Customer" means any entity either identified by the
Employer  for  solicitation  for  products  or  services,  or  solicited  by the
Employer, any time within one (1) year prior to the Executive's termination.

     (b) The Executive recognizes that he will possess confidential  information
about other  employees of the Employer  and its  subsidiaries  relating to their
education,  experience,  skills,  abilities,   compensation  and  benefits,  and
inter-personal relationships with suppliers to and customers of the Employer and
its subsidiaries.  The Executive recognizes that the information he will possess
about these other employees is not generally  known, is of substantial  value to
the Employer and its subsidiaries in developing their respective  businesses and
in securing and retaining  customers,  and will be acquired by Executive because
of Executive's business position with the Employer. Executive agrees that during
the  Employment  Period or for one (1) year after the date of termination of his
employment,  Executive will not, directly or indirectly,  hire, recruit, solicit
or induce,  or attempt to hire,  recruit solicit or induce,  any employee of the
Employer for the purpose of being employed or otherwise  engaged by Executive or
by any business,  individual,  partnership, firm, corporation or other entity on
whose behalf Executive is acting as an employee,  agent or other  representative
and that Executive will not convey any Confidential Information or trade secrets
about other  employees of the Employer or any of its  subsidiaries  to any other
person except within the scope of Executive's duties hereunder.


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         SECTION 6.        General Provisions.
                           ------------------

     (a) Enforceability.  It is the desire and intent of the parties hereto that
         --------------
the  provisions  of this  Agreement  shall be  enforced  to the  fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which  enforcement  is  sought.  Accordingly,  although  the  Executive  and the
Employer consider the restrictions  contained in this Agreement to be reasonable
for the express  purpose of preserving the Employer's  goodwill and  proprietary
rights, if any particular provision of this Agreement shall be adjudicated to be
invalid  or  unenforceable,  such  provision  shall be deemed  amended to delete
therefrom  the portion thus  adjudicated  to be invalid or  unenforceable,  such
deletion to apply only with respect to the  operation  of such  provision in the
particular  jurisdiction  in which such  adjudication  is made.  It is expressly
understood and agreed that although the Employer and the Executive  consider the
restrictions  contained in Section 5 to be  reasonable  and necessary to protect
the Employer's  legitimate business interests,  if a final determination is made
by a court of  competent  jurisdiction  that the time or  territory or any other
restriction  contained in this Agreement is unenforceable against the Executive,
the  provisions of this  Agreement  shall be deemed  amended to apply as to such
maximum  time  and  territory  and to such  maximum  extent  as such  court  may
judicially determine or indicate to be enforceable.

     (b) Remedies; Survival. The parties acknowledge that the Employer's damages
         ------------------
at law may be an  inadequate  remedy  for the  breach  by the  Executive  of any
provision  of Section 4 or Section 5, and agree in the event of such breach that
the Employer may obtain temporary and permanent  injunctive  relief  restraining
the  Executive  from such  breach,  and,  to the  extent  permissible  under the
applicable  statutes  and rules of  procedure,  a  temporary  injunction  may be
granted  immediately upon the commencement of any such suit.  Nothing  contained
herein shall be construed as  prohibiting  the Employer  from pursuing any other
remedies  available  at law or equity for such  breach or  threatened  breach of
Section 4 or  Section  5 or for any  breach  or  threatened  breach of any other
provision  of this  Agreement.  The  obligations  contained  in Sections 4 and 5
shall,  to the extent  provided in Sections 4 and 5, survive the  termination or
expiration of the  Executive's  employment with the Employer and, as applicable,
shall be fully  enforceable  thereafter  in  accordance  with the  terms of this
Agreement.  In the event of termination  of the Employment  Period in accordance
with Section 3, the Executive  agrees to cooperate with the Employer in order to
ensure an orderly  transfer  of the  Executive's  duties  and  responsibilities.
Executive  shall pay all costs  incurred by the Employer,  including  reasonable
attorneys fees, in the enforcement of this Agreement.

     (c)  Withholding.  The  Employer  shall  withhold  such  amounts  from  any
          -----------
compensation or other benefits  payable to the Executive under this Agreement on
account of payroll  and other  taxes as may be  required  by  applicable  law or
regulation of any governmental authority.

     (d) Assignment;  Successors. This Agreement shall be binding upon and inure
         -----------------------
to the benefit of both  parties and their  respective  successors  and  assigns,
including any corporation with which or into which the Employer may be merged or
which may  otherwise  succeed  to its  assets or  business.  Consequently,  this
Agreement shall,  subject to the provisions hereof, be binding upon and inure to
the benefit of such successor and such successor shall discharge and perform all
the promises,  covenants,  duties and obligations of the Employer hereunder, and
all  references  herein  to  the  "Employer"  shall  thereafter  refer  to  such
successor.  Notwithstanding the foregoing,  the obligations of the Executive are
personal and shall not be assigned by him.

     (e) Key Man Insurance.  The Employer shall have the right to obtain key man
         -----------------
life insurance,  for the benefit of the Employer, with respect to the Executive,
and the  Executive  shall undergo such  physical  examinations  and provide such
other  cooperation  as may  reasonably  be requested by the Employer in order to
obtain and maintain such insurance.


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     (f)  Indemnity.  The  Employer  hereby  agrees  to  indemnify  and hold the
          ---------
Executive  harmless  to the  maximum  degree  allowed by law against any and all
liabilities,  expenses (including attorneys' fees and costs), claims, judgments,
fines,  and amounts  paid in  settlement  actually  and  reasonably  incurred in
connection with any proceeding  arising out of the  Executive's  employment with
the Employer (whether civil,  criminal,  administrative or investigative,  other
than  proceedings  by or in the right of the  Employer),  if with respect to the
actions at issue in the  proceeding  the Executive  acted in good faith and in a
manner  Executive  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Employer,  and (with respect to any criminal action)  Executive
had no reason to believe Executive's conduct was unlawful.

     (g) Acknowledgment.  The parties hereto acknowledge that Employer's general
         --------------
counsel,  Whiteford,  Taylor & Preston  L.L.P.,  has prepared this  Agreement on
behalf of the Employer and not the Executive. The Executive acknowledges that he
has been advised by the Employer to seek the advice of independent counsel prior
to reaching  agreement  with the Employer on any of the terms of this  Agreement
and that he has carefully read this Agreement,  understands its terms, consulted
with an attorney of its choice,  and  voluntarily  executes  the same as its own
free act with the intent to be legally bound thereby.  The parties agree that no
rule of construction  shall apply to this Agreement  which  construes  ambiguous
language  in favor of or  against  any party by reason of that  party's  role in
drafting this Agreement.

     (h) Waivers;  Modification.  Failure to insist upon strict  compliance with
         ----------------------
any of the terms,  covenants,  or conditions hereof shall not be deemed a waiver
of such term, covenant, or condition, nor shall any waiver or relinquishment of,
or failure to insist upon strict  compliance  with, any right or power hereunder
at any one or more times be deemed a waiver or  relinquishment  of such right or
power at any other time or times.  This  Agreement  shall not be modified in any
respect except by a writing executed by each party hereto.


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     (i)  Notices.  All notices or other  communications  which are  required or
          -------
permitted  hereunder shall be in writing and sufficient if delivered  personally
or sent by  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested, sent by overnight courier, or sent by facsimile (with confirmation of
receipt), addressed as follows:

   If to the Employer:                     With a copy to:

   TVI Corporation                         Frank S. Jones, Jr.
   7100 Holladay Tyler Road, Suite 300     Whiteford, Taylor & Preston L.L.P.
   Glenn Dale, MD 20769                    Seven Saint Paul Street
   Attn:  Board of Directors               Baltimore, Maryland  21202

   If to the Executive:                    With a copy to:

   Richard V. Priddy                       John B. Ward, Jr.
                                           Foard, Gisriel, O'Brien & Ward, LLC
                                           29 W. Susquehanna Avenue, Suite 302
                                           Towson, Maryland 21204

or at such  other  address  as the party to whom  notice is to be given may have
furnished to the other party in writing in accordance  herewith.  If such notice
or  communication  is mailed,  such  communication  shall be deemed to have been
given on the fifth  business day following the date on which such  communication
is posted.


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<PAGE>


     (j) Descriptive Headings; Certain Interpretations. Descriptive headings are
         ---------------------------------------------
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.  Except as otherwise  expressly  provided in
this Agreement:  (i) any reference in this Agreement to any agreement,  document
or  instrument  includes  all  permitted  supplements  and  amendments;  (ii)  a
reference to a law includes any  amendment or  modification  to such law and any
rules or regulations  issued thereunder;  (iii) the words "include,"  "included"
and  "including"  are not  limiting;  and (iv) a reference to a person or entity
includes its permitted successors and assigns.

     (k) Counterparts;  Entire Agreement.  This Agreement may be executed in any
         -------------------------------
number of counterparts,  and each such counterpart  hereof shall be deemed to be
an original instrument,  but all such counterparts together shall constitute one
agreement.  This Agreement  contains the entire agreement among the parties with
respect to the  transactions  contemplated  by this Agreement and terminates and
supersedes all other or prior written or oral agreements or understandings among
the parties with respect to the  Executive's  employment  by the  Employer.  The
Executive  hereby  represents  and warrants that by entering into this Agreement
and performing his services hereunder,  the Executive will not breach or violate
the terms of any employment  agreement,  non-competition  agreement,  or similar
agreement to which the Executive is a party or by which he may be bound.

     (l) Governing Law;  Jurisdiction.  This  Agreement and the legal  relations
         -------------
thus created between the parties hereto shall be governed by and construed under
and in  accordance  with the  internal  laws of the  State of  Maryland  without
reference to the principles of conflicts of laws.  Any and all disputes  between
the  parties  which  may  arise  pursuant  to this  Agreement  will be heard and
determined  before  an  appropriate  federal  court  in  Maryland,  or,  if  not
maintainable  herein,  then in an appropriate  Maryland state court. The parties
acknowledge  that such courts have  jurisdiction  to  interpret  and enforce the
provisions of this Agreement,  and the parties consent to, and waive any and all
objections that they may have as to, personal  jurisdiction and/or venue in such
courts.

     (m)  Expenses.  Any cost,  expense,  tax or any other  charges  incurred by
          --------
either of the parties  hereto shall be borne by the party  incurring  such cost,
expense, tax or charge;  provided that, upon submission of an itemized statement
and such other supporting  documentation as the Employer may reasonably request,
the Employer shall reimburse Employee up to $3,500 for legal fees (not to exceed
$175 per  hour) and  disbursements  actually  incurred  in  connection  with the
execution of this Agreement.



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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.

                          EMPLOYER:

                                    TVI CORPORATION


                                    /s/ MARK N. HAMMOND
                                    --------------------
                                        Mark N. Hammond


                          EXECUTIVE:


                                     /s/ RICHARD V. PRIDDY
                                     ---------------------
                                         Richard V. Priddy





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