Exhibit 10.4


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment  Agreement  (this  "Agreement")  is made and
entered  into as of this 22nd day of July,  2003,  by and between GVI  Security,
Inc., a Delaware corporation (the "Company") and Thomas Wade ("Executive").

         1. Engagement and Duties.

              1.1 Upon the terms and subject to the conditions set forth in this
Agreement, the Company hereby engages and employs Executive as an officer of the
Company,  with the title and designation of President of the Company.  Executive
hereby accepts such engagement and employment.

              1.2  Executive's  duties  and  responsibilities   shall  be  those
normally and  customarily  vested in the offices of President of a  corporation,
and Executive will have full  responsibility and authority for the management of
all day-to-day operations of the Company, subject to the supervision,  direction
and control of the Board of Directors (the "Board") of the Company. In addition,
Executive's  duties shall  include those duties and services for the Company and
its affiliates as the Board shall from time to time reasonably direct. Executive
shall report directly to the Board.

              1.3 Executive  will be elected to the Board,  and Company will use
its best  efforts to cause  Executive  to  continue to be a member of such Board
throughout the term of this Agreement.

              1.4  Executive   agrees  to  devote  his  primary  business  time,
energies,  skills, efforts and attention to his duties hereunder,  and will not,
without the prior  written  consent of the  Company,  which  consent will not be
unreasonably  withheld,  render  any  material  services  to any other  business
concern.  Executive  will use his best  efforts  and  abilities  faithfully  and
diligently to promote the Company's business interests.  In addition,  Executive
may, subject to prior approval by the Board,  spend  reasonable  amounts of time
serving on boards of directors for other  companies,  provided that such service
does not, in the sound discretion of the Board,  constitute or create a conflict
of interest.

              1.5 Except for  routine  travel  incident  to the  business of the
Company, Executive shall perform his duties and obligations under this Agreement
principally  from an office  provided by the Company in the greater North Dallas
area of the State of Texas,  or such other  location in Texas,  as the Board may
from time to time determine.

         2. Term of Employment.

              2.1 The  term of this  Agreement  shall  commence  on the date set
forth above and shall continue until July 31, 2006, unless terminated earlier in
accordance  with the  provisions  below,  and shall be  renewed  thereafter  for
consecutive,  two-year  terms  ("Renewal  Term(s)"),  unless  written  notice is
delivered  by  either  party  to the  other  at least  120  days in  advance  of
expiration of the original term or any Renewal Term.  Notice given less than 120
days prior to the expiration of the Term or any Renewal Term shall be void as if
never  provided.  If the  Company  decides  not to renew this  Agreement  at the
expiration  of the original  three-year  term or any Renewal  Term,  the Company
shall pay Executive,  upon  expiration of this  Agreement,  a severance  payment
equal to Executive's then current annual salary,  which severance  payment shall
be paid by the Company in twenty-four (24) equal  installments over the 12-month
period following such  expiration,  in addition to any accrued vacation pay, any
un-reimbursed expenses and any Incentive Bonus then earned but not already paid.
Furthermore,  within  sixty  (60) days after the end of the first  Bonus  Period
ending after the  termination  date,  the Company shall pay Executive a prorated
portion  (based upon the number of days during such Bonus Period  Executive  was
employed by the Company) of the Incentive  Bonus that would otherwise be payable
to Executive with respect to that Bonus Period.


<PAGE>

         2.2 Notwithstanding any portion of the foregoing to the contrary,  this
Agreement  shall  terminate  during the original term or any Renewal Term at the
earliest to occur of the following:

              (a) one  hundred  twenty  (120) days  following  the notice of the
intention not to renew this  Agreement,  in accordance with the terms of Section
2.1 above;

              (b) the death of Executive;

              (c) delivery to Executive of written  notice of termination by the
Company if Executive shall suffer a "permanent  disability,"  which for purposes
of this  Agreement  shall mean a physical  or mental  disability  which  renders
Executive, in the reasonable judgment of the Board, unable to perform his duties
and obligations under this Agreement for 180 days in any 12-month period;

              (d) delivery to Executive of written  notice of termination by the
Company "for cause," by reason of: (i) any act or omission knowingly  undertaken
or omitted by Executive  with the intent of causing  damage to the Company,  its
properties, assets or business or its stockholders, officers, or directors; (ii)
any  unauthorized  act of  Executive  involving  a material  personal  profit to
Executive,   including  without  limitation,  any  fraud,   misappropriation  or
embezzlement, involving properties, assets or funds of the Company or any of its
parent  entities,  subsidiaries  or  affiliates;  (iii)  Executive's  consistent
failure to perform his normal  duties or any  obligation  under any provision of
this  Agreement,  in either  case,  as  directed  by the  Board,  provided  that
Executive  has failed to cure such  failure to perform,  if  curable,  within 30
business  days  immediately  following  written  notice  issued  by the  Company
(through  its  President  or  the  Board)  describing,   in  meaningful  detail,
Executive's failure to perform; or

              (e) delivery to the Company of written  notice of  termination  by
Executive as a result of "good  reason," by reason of: (i) any material  adverse
alteration  in the  nature  or  status of  Executive's  responsibilities  or the
assignment to Executive of any duties inconsistent with his status as President;
and (ii) any material breach of this Agreement by Company, not remedied, if able
to be remedied,  within 30 business days immediately following Company's receipt
of written notice from Executive  specifying the  circumstances of such material
breach and the proposed cure thereof, if curable; or

              (f) delivery to Executive of written  notice of termination by the
Company "without cause."



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<PAGE>

         2.3 If the  Executive's  employment is  terminated  pursuant to Section
2.2(b), 2.2(c) or 2.2(d), the Company will pay Executive (or his estate or legal
representative)  on the termination  date,  Executive's  accrued and unpaid base
salary  through  the date of  termination  plus  any  accrued  vacation  pay and
unreimbursed  expenses.  If  Executive's  employment is  terminated  pursuant to
Section  2.2(e) or 2.2(f),  or if Executive is  terminated  within 180 days of a
Change of Control, the Company will pay Executive:  (i) on the termination date,
an amount equal to  Executive's  accrued and unpaid  salary  through the date of
termination,  plus any accrued vacation pay, any  unreimbursed  expenses and any
Incentive  Bonus then earned but not already paid;  (ii) at the  Company's  sole
option,  (A) within two weeks  after the  termination  date,  a lump sum payment
equal to one year of Executive's  then current annual salary OR, (B) Executive's
then current annual salary payable in twenty-four (24) equal  installments  over
the 12-month period following such  termination;  and (iii) within 60 days after
the end of the first Bonus Period ending after the termination  date, a prorated
portion  (based upon the number of days during such Bonus Period  Executive  was
employed by the Company) of the Incentive  Bonus that would otherwise be payable
to Executive with respect to that Bonus Period. For purposes hereof, a Change of
Control shall mean (i) except as provided below, all or substantially all of the
assets  of the  Company  are  sold to an  unrelated  third  party;  or (ii)  the
acquisition,  directly  or  indirectly  (and  including  through  any  merger or
consolidation),  of beneficial ownership of securities of the Company possessing
more  than  fifty  percent  (50%)  of the  total  combined  voting  power of all
outstanding  securities  of the  Company by any person or entity (or  "group" of
affiliated  persons or entities  within the  meaning of Section  13(d)(3) of the
Securities Exchange Act of 1934, as amended).  Notwithstanding the foregoing,  a
"Change in Control" will not include any transaction between the Company, on the
one hand, and any subsidiary of the Company, including the Company, on the other
hand, undertaken for the purpose of effecting a corporate reorganization whereby
the  share  ownership  of  the  surviving  entity  immediately   following  such
transaction is held in substantially the same proportions as the share ownership
of the Company immediately prior to such transaction.

         3. Compensation; Executive Benefit Plans.

              3.1 The Company  shall pay to Executive a base salary at an annual
rate of $350,000  during each fiscal year of this Agreement.  In addition,  as a
signing  bonus,  the Company will pay Executive  $100,000 upon execution of this
Agreement,  and an  additional  $25,000  on the last day of each of the  first 4
quarters of the term. The base salary will be subject to annual review beginning
at the  end of the  first  year  of the  term,  and may be  increased  (but  not
decreased) for subsequent  years.  Notwithstanding  the foregoing,  in the event
that annual gross revenue of the Company for any  completed  fiscal year is less
than $30,000,000,  the Board may adjust the base salary (including a decrease in
such base  salary) in its sole  discretion.  The base salary shall be payable in
installments  throughout  the year in the same  manner and at the same times the
Company pays base salaries to other executive officers of the Company.

              3.2  In  addition  to  the  Base  Salary,  the  Company  will  pay
Executive,  in cash,  an annual  incentive  bonus  (the  "Incentive  Bonus")  as
follows:  Executive  will be paid the  Incentive  Bonus if the Company  meets or
exceeds,  for each of the 12-month  periods ended December 31, 2003,  2004, 2005
and 2006 (each a "Bonus  Period"),  a combination  of two  budgeted,  measurable
metrics (the "Measurable Metrics"):  (i) the Company's revenues (net of returns)
and (ii) the Company's pre-tax net income after adding back all amounts, if any,
allocated to  Executive's  Incentive  Bonus for that Bonus Period (the Company's
pre-tax net income as so adjusted  "Bonus  PTNI").  Within 60 days following the
end of each Bonus Period (the date of such  comparison the "Review  Date"),  the
Company's  actual revenues (net of returns) and actual Bonus PTNI for that Bonus
Period will be compared to Board-approved budgeted revenues (net of returns) and
Bonus PTNI for the Company for that Bonus Period.  Each of the actual Measurable
Metrics will be calculated as a percentage  above or below each of the projected
Measurable Metrics, and such percentages will be added together,  resulting in a
combined measurable metric (the "Combined Measurable Metric"). Executive will be
compensated on his  performance  relative to the Combined  Measurable  Metric as
follows:



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<PAGE>

              (a) If the Combined  Measurable Metric is negative 20% or greater,
then the Executive  will receive an Incentive  Bonus in an amount equal to 5% of
the Company's pre-tax net income; or

              (b) If the Combined  Measurable  Metric is less than negative 20%,
but is negative  30% or greater,  then the  Executive  will receive an Incentive
Bonus in an amount equal to 2 and 1/2 % of the Company's pre-tax net income; or

              (c) If the Combined  Measurable  Metric is less than negative 30%,
then the Executive will not receive any Incentive Bonus.

         Notwithstanding the foregoing,  if any individual  Measurable Metric is
negative  40% or greater,  then the  Executive  will not  receive any  Incentive
Bonus.  The Company's Board of Directors,  in its sole and absolute  discretion,
may elect to advance to Executive up to 30% of any  anticipated  Incentive Bonus
in any quarter,  and may pay to Executive an Incentive  Bonus  greater than that
provided  for above under such  circumstances  as the Board of  Directors  deems
appropriate.  The  Incentive  Bonus,  if any,  will be paid to Executive in cash
within 30 days  following  the Review Date,  and will be pro rated for any Bonus
Period that does not include a full calendar year.

         3.3 Executive  shall be entitled each year to vacation for a minimum of
four calendar  weeks,  plus such  additional  period or periods as the Board may
approve in the  exercise of its  reasonable  discretion,  during  which time his
compensation  shall be paid in full,  with unused  vacation  time accruing up to
eight weeks.

         3.4 Executive shall be entitled to  reimbursement  from the Company for
the  reasonable  costs  and  expenses  which he incurs  in  connection  with the
performance  of his duties and  obligations  under  this  Agreement  in a manner
consistent with the Company's practices and policies as adopted or approved from
time to time by the Board for executive officers. In addition, Executive will be
entitled to a monthly non-accountable expense allowance of $1,200.00.

         3.5 Executive  shall be entitled to a monthly  automobile  allowance of
$800.00.

         3.6 The Company may deduct from any  compensation  payable to Executive
the minimum amounts sufficient to cover applicable  federal,  state and/or local
income  tax  withholding,  old-age  and  survivors'  and other  social  security
payments, state disability and other insurance premiums and payments.

         4.  Other  Benefits.  During  the  term  of his  employment  hereunder,
Executive shall be eligible to participate in all operative employee benefit and
welfare  plans of the Company then in effect from time to time and in respect of
which  all  executive   officers  of  the  Company  generally  are  entitled  to
participate ("Company Executive Benefit Plans"),  including,  to the extent then
in effect, all life, health (including medical, dental and vision) and long-term
disability insurance programs, all pension,  profit-sharing and retirement plans
and  all  other  fringe-benefit  plans  and  programs,  all  on the  same  basis
applicable to employees of the Company  whose level of management  and authority
is comparable to that of Executive.



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<PAGE>

         5. Confidentiality of Proprietary Information and Material.

              5.1 Industrial Property Rights. For the purpose of this Agreement,
"Industrial   Property  Rights"  shall  mean  all  of  the  Company's   patents,
trademarks, trade names, inventions,  copyrights, know-how or trade secrets, now
in existence  or hereafter  developed or acquired by the Company or for its use,
relating to any and all products and services  which are  developed,  formulated
and/or manufactured by the Company.

              5.2 Trade  Secrets.  For the  purpose  of this  Agreement,  "Trade
Secrets" shall mean any formula,  pattern, device, or compilation of information
that is used in the Company's  business and gives the Company an  opportunity to
obtain an advantage over its  competitors  who do not know and/or do not use it.
This term includes, but is not limited to, information relating to the marketing
of  the  Company's  products  and  services,   including  price  lists,  pricing
information,  customer lists, customer names, the particular needs of customers,
information relating to their desirability as customers,  financial information,
intangible  property  and  other  such  information  which is not in the  public
domain.

              5.3 Technical Data. For the purpose of this Agreement,  "Technical
Data" shall mean all information of the Company in written,  graphic or tangible
form relating to any and all products  which are  developed,  formulated  and/or
manufactured by the Company,  as such information  exists as of the date of this
Agreement or is developed by the Company during the term hereof.

              5.4  Proprietary  Information.  For the purpose of this Agreement,
"Proprietary  Information" shall mean all of the Company's  Industrial  Property
Rights,  Trade Secrets and Technical  Data.  Proprietary  Information  shall not
include any  information  which (i) was lawfully in the  possession of Executive
prior to  Executive's  employment  with the  Company,  (ii) may be obtained by a
reasonably diligent  businessperson from readily available and public sources of
information,  (iii) is lawfully  disclosed to  Executive  after  termination  of
Executive's employment by a third party which does not have an obligation to the
Company  to  keep  such  information  confidential,  or  (iv)  is  independently
developed by Executive  after  termination  of  Executive's  employment  without
utilizing any of the Company's Proprietary Information.

              5.5 Agreement Not To Copy Or Use.  Executive  agrees,  at any time
during the term of his employment and for a period of ten years thereafter,  not
to copy,  use or disclose  (except as required by law after first  notifying the
Company  and giving it an  opportunity  to object) any  Proprietary  Information
without the Company's  prior written  permission.  The Company may withhold such
permission  as a matter  within  its  sole  discretion  during  the term of this
Agreement and thereafter.



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<PAGE>

         6. Return of Corporate Property and Trade Secrets. Upon any termination
of this  Agreement,  Executive  shall  turn over to the  Company  all  property,
writings or documents then in his possession or custody belonging to or relating
to the affairs of the  Company or  comprising  or  relating  to any  Proprietary
Information.

         7. Discoveries and Inventions.

              7.1 Disclosure. Executive will promptly disclose in writing to the
Company complete  information  concerning each and every  invention,  discovery,
improvement,  device, design, apparatus,  practice,  process, method, product or
work of  authorship,  whether  patentable or not,  made,  developed,  perfected,
devised,  conceived or first  reduced to practice by  Executive,  whether or not
during regular working hours (hereinafter referred to as "Developments"), either
solely or in collaboration  with others, (a) prior to the term of this Agreement
while  working for the  Company,  (b) during the term of this  Agreement  or (c)
within six months after the term of this Agreement,  if relating either directly
or indirectly to the business, products,  practices,  techniques or confidential
information of the Company.

              7.2  Assignment.  Executive,  to the extent  that he has the legal
right  to do so,  hereby  acknowledges  that  any and all  Developments  are the
property of the  Company and hereby  assigns and agrees to assign to the Company
any and all of  Executive's  right,  title and interest in and to any and all of
such Developments;  provided,  however,  that the provisions of this Section 7.2
shall not apply to any Development that the Executive  developed entirely on his
own time without using the Company's  equipment,  supplies,  facilities or trade
secret information except for those Developments that either:

              (a) relate at the time of  conception  or reduction to practice of
the Development to the Company's business, or actual or demonstrably anticipated
research or development of the Company; or

              (b) result from any work performed by Executive for the Company.

         7.3  Assistance  of  Executive.   Upon  request  and  without   further
compensation  therefor,  but at no expense to Executive,  and whether during the
term of this  Agreement or thereafter,  Executive will do all reasonable  lawful
acts,  including,  but not limited to, the  execution of papers and lawful oaths
and the giving of testimony, that, in the reasonable opinion of the Company, its
successors and assigns, may be necessary or desirable in obtaining,  sustaining,
reissuing,  extending and enforcing  United States and foreign  Letters  Patent,
including,  but not limited to, design patents,  on any and all Developments and
for  perfecting,  affirming and recording the Company's  complete  ownership and
title thereto,  subject to the proviso in Section 7.2 hereof, and Executive will
otherwise reasonably cooperate in all proceedings and matters relating thereto.

         7.4 Records. Executive will keep complete and accurate accounts, notes,
data and records of all  Developments  in the manner and form  requested  by the
Company.  Such  accounts,  notes,  data and records shall be the property of the
Company,  subject to the proviso in Section 7.2 hereof, and, upon request by the
Company,  Executive will promptly surrender the same to it or, if not previously
surrendered  upon its request or otherwise,  Executive  will surrender the same,
and all copies thereof, to the Company upon the conclusion of his employment.



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<PAGE>

              7.5   Obligations,   Restrictions   and   Limitations.   Executive
understands  that the Company may enter into  agreements  or  arrangements  with
agencies of the United States  Government and that the Company may be subject to
laws and regulations which impose  obligations,  restrictions and limitations on
it with respect to  inventions  and patents which may be acquired by it or which
may be  conceived  or  developed  by  employees,  consultants  or  other  agents
rendering  services to it.  Executive  agrees that he shall be bound by all such
obligations,  restrictions  and  limitations  applicable  to any such  invention
conceived or developed by him during the term of this  Agreement  and shall take
any and all further action which may be required to discharge  such  obligations
and to comply with such restrictions and limitations.

         8. Non-solicitation Covenant.

              8.1 Nonsolicitation and  Noninterference.  During the term of this
Agreement  and for a period of two  years  thereafter,  Executive  shall not (a)
induce or attempt to induce any  employee  of the Company to leave the employ of
the Company or in any way interfere adversely with the relationship  between any
such  employee and the Company,  (b) induce or attempt to induce any employee of
the  Company  to work  for,  render  services  or  provide  advice  to or supply
confidential  business  information or trade secrets of the Company to any third
person,  firm or  corporation  or (c) induce or attempt to induce any  customer,
supplier,  licensee, licensor or other business relation of the Company to cease
doing  business with the Company or in any way interfere  with the  relationship
between  any such  customer,  supplier,  licensee,  licensor  or other  business
relation and the Company.

              8.2 Indirect Solicitation.  Executive agrees that, during the term
of this  Agreement  and the period  covered by Section 8.1 hereof,  he will not,
directly or  indirectly,  assist or encourage  any other person in carrying out,
directly or indirectly,  any activity that would be prohibited by the provisions
of Section 8.1 if such activity were carried out by Executive,  either  directly
or indirectly;  and, in particular,  Executive agrees that he will not, directly
or  indirectly,  induce any  employee of the  Company to carry out,  directly or
indirectly, any such activity.

         9. Injunctive  Relief.  Executive hereby  recognizes,  acknowledges and
agrees  that in the event of any breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations  contained in Sections 5, 6, 7 and 8 of this
Agreement,  the Company  would suffer  great and  irreparable  harm,  injury and
damage,  the Company would encounter  extreme  difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately  compensated in damages in
any action at law. Executive therefore covenants and agrees that, in addition to
any  other  remedy  the  Company  may have at law,  in  equity,  by  statute  or
otherwise,  in the event of any  breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations  contained in Sections 5, 6, 7 and 8 of this
Agreement,  the  Company  shall  be  entitled  to seek  and  receive  temporary,
preliminary and permanent  injunctive and other equitable  relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants,  agreements, duties or obligations of Executive hereunder, and/or
otherwise to prevent the violation of any of the terms or provisions hereof, all
without the  necessity of proving the amount of any actual damage to the Company
or any affiliate thereof resulting therefrom;  provided,  however,  that nothing
contained  in  this  Section  9 shall  be  deemed  or  construed  in any  manner
whatsoever as a waiver by the Company of any of the rights which the Company may
have against  Executive at law, in equity,  by statute or otherwise  arising out
of, in connection  with or resulting  from the breach by Executive of any of his
covenants, agreements, duties or obligations hereunder.



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<PAGE>

         10. Miscellaneous.

              10.1  Notices.  All  notices,  requests  and other  communications
(collectively,  "Notices") given pursuant to this Agreement shall be in writing,
and shall be  delivered  by personal  service or by United  States  first class,
registered  or  certified  mail (return  receipt  requested),  postage  prepaid,
addressed to the party at the address set forth below:

                           If to Company:

                                    GVI Security, Inc.
                                    1621 W. Crosby, Suite 104
                                    Carrollton, TX  75006
                                    Attention: Board of Directors

                           If to Executive:

                                    Mr. Thomas Wade

Any Notice shall be deemed duly given when  received by the  addressee  thereof,
provided that any Notice sent by registered or certified mail shall be deemed to
have been duly given three days from date of deposit in the United States mails,
unless  sooner  received.  Either party may from time to time change its address
for further Notices  hereunder by giving notice to the other party in the manner
prescribed in this section.

         10.2 Entire  Agreement.  This  Agreement  contains  the sole and entire
agreement and  understanding  of the parties with respect to the entire  subject
matter  of this  Agreement,  and any and all  prior  discussions,  negotiations,
commitments  and  understandings,  whether  oral or  otherwise,  related  to the
subject matter of this Agreement are hereby merged herein.  No  representations,
oral or  otherwise,  express or  implied,  other than  those  contained  in this
Agreement have been relied upon by any party to this Agreement.

         10.3  Attorneys'  Fees.  If any  action,  suit or other  proceeding  is
instituted to remedy, prevent or obtain relief from a default in the performance
by any party of its obligations under this Agreement, the prevailing party shall
recover all of such party's  costs and  reasonable  attorneys'  fees incurred in
each and every such  action,  suit or other  proceeding,  including  any and all
appeals or petitions therefrom.

         10.4 Governing  Law. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.



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<PAGE>

         10.5 Captions. The various captions of this Agreement are for reference
only and shall not be  considered  or  referred  to in  resolving  questions  of
interpretation of this Agreement.

         10.6  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         10.7  Business  Day. If the last day  permissible  for  delivery of any
Notice under any  provision of this  Agreement,  or for the  performance  of any
obligation  under this Agreement,  shall be other than a business day, such last
day for such  Notice or  performance  shall be  extended  to the next  following
business day (provided,  however, under no circumstances shall this provision be
construed to extend the date of termination of this Agreement).

         In witness whereof,  the parties have executed this Agreement as of the
date first set forth above.

Company:                                        Executive:

GVI SECURITY, INC.

By: /s/ David Weiner                            /s/ Thomas Wade
    ------------------------------              ----------------------------
    David Weiner, Director                      Thomas Wade






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