Unassociated Document


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

     

    This
      Amendment is made as of January 8, 2008, between GVI Security Solutions, Inc.,
      a
      Delaware corporation (the “Company”) and Joseph Restivo (the
“Executive”).

    


    RECITALS

     

    WHEREAS,
      the Company and the Executive are parties to an Employment Agreement, dated
      as
      of March 28, 2006, as amended by an Amendment to Employment Agreement dated
      as
      of October 4, 2006 (as so amended, the “Employment Agreement”), whereby the
      Executive is employed as the Chief Operating Officer and Chief Financial Officer
      of the Company; and

     

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

     

    NOW,
      THEREFORE, THE PARTIES AGREE AS FOLLOWS:

     

    1. Extension
      of Term.
      The
“Term” provided for under the Employment Agreement is hereby extended by
      amending and restating Section 2 of the Employment Agreement in its entirety
      as
      follows:

     

    “2. Term
      of Employment.
      The
      term of the Executive’s employment hereunder shall begin on the Commencement
      Date and end at the close of business on December 31, 2011 (the “Term”). Within
      90 days prior to the end of the Term, the Company shall notify the Executive
      in
      writing whether or not it intends to negotiate a new employment agreement with
      him; provided, however, that the Company’s failure to give such notice shall not
      result in an extension of the Term. Notwithstanding the foregoing, the Term
      shall end on the date on which the Executive’s employment is terminated by
      either Party in accordance with the provisions herein. If the Executive’s
      employment with the Company continues after the end of the Term, the Executive’s
      employment shall be on an “at will” basis.”

     

    2. Termination
      Without Cause by the Company or Resignation for Good Reason by the
      Executive. 

     

    (a) Section
      9(a) of the Employment Agreement is hereby amended by adding a new subsection
      (viii) to the end of Section 9(a) as follows:

     

    “(viii)
      payment of $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 relocation expenses”.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Section
      9(d) of the Employment Agreement is hereby amended by adding a new subsection
      (viii) to the end of Section 9(d) as follows:

     

    “(viii)
      payment of $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 relocation expenses”.

     

    (c) Section
      9(d) of the Employment Agreement is hereby amended by extending the period
      referred to in the first sentence of Section 9(d) from 12 months to 18
      months.

     

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

     

    4. 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.

     

    5. Entire
      Agreement; Amendment. 
      This Amendment constitutes the full and entire understanding and agreement
      between the parties with regard to the subjects hereof and thereof. Neither
      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.

     

    6. 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.

     

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

     


    
      
         

      

      
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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
                Walin                                  
                

            
	 	
              Name:
                Steven Walin

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	 	 
	 	
              THE
                EXECUTIVE

            
	 	 
	 	 
	 	 
	 	
              /s/
                Joseph
                Restivo                                        
                

            
	 	
              Joseph
                Restivo

            


    

    


    
      
         

      

      
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