THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY
APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT
ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          GVI SECURITY SOLUTIONS, INC.

      This is to certify that, FOR VALUE RECEIVED, _______________________ or
assigns ("Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the
"Company"), 333,333 fully paid, validly issued and nonassessable shares of
common stock, $.001 par value, of the Company ("Common Stock") at a price of
$1.50 per share at any time or from time to time during the five-year period
(the "Exercise Period") commencing on October 29, 2004 (the "Issuance Date").
The number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price."

      (A)   EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

            (1) This Warrant may be exercised in whole or in part at any time or
from time to time during the Exercise Period; provided, however, that if either
such day is a day on which banking institutions in the State of New York are
authorized by law to close, then on the next succeeding day which shall not be
such a day.

            (2) This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. As soon as practicable after
each such exercise of this Warrant, but not later than seven (7) days following
the receipt of good and available funds, the Company shall issue and deliver to
the Holder a certificate or certificate for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
purchasable thereunder. Upon receipt by the Company of this Warrant at its
office in proper form for exercise, the Holder shall be deemed to be the holder
of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.
<PAGE>

      (B) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

      (C) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of the shares of Common Stock, determined
as follows:

            (1) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange or listed for
trading on the Nasdaq National Market, the current market value shall be the
last reported sale price of the Common Stock on such exchange or market on the
last business day prior to the date of exercise of this Warrant or if no such
sale is made on such day, the average of the closing bid and asked prices for
such day on such exchange or market; or

            (2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, but is traded on the Nasdaq SmallCap Market, the current
market value shall be the average of the closing bid and asked prices for such
day on such market and if the Common Stock is not so traded, the current market
value shall be the mean of the last reported bid and asked prices reported by
the NASD OTC Bulletin Board or the Pink Sheets, LLC, as applicable, on the last
business day prior to the date of the exercise of this Warrant; or

            (3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

      (D) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company at
its principal office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrants into which this
Warrant may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.


                                       2
<PAGE>

      (E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

      (F) ADJUSTMENT FOR PLACEMENT. In the event that the Company consummates a
private placement of its Common Stock (or other equity securities convertible
into Common Stock) on or before December 31, 2004 resulting in aggregate gross
proceeds to the Company of at least $1,500,000 (a "Qualified Offering"), the
Exercise Price shall be decreased (but not increased), if applicable, to equal
the price per share of Common Stock paid by investors in the Qualified Offering.
In addition, (i) in the event a Qualified Offering is not consummated, and the
Subordinated Secured Promissory Note (this "Note") of even date herewith issued
to the Holder in connection with the issuance of this is Warrant is not repaid
in full, prior to the date that is three-months following the Issuance Date (the
"First Trigger Date"), the Exercise Price shall be decreased (but not
increased), if applicable, to equal 75% of the average of the closing bid price
of the Common Stock for the 10 trading days immediately preceding the First
Trigger Date, as reported by the Nasdaq Stock Market, the NASD OTC Bulletin
Board, the Pink Sheets LLC, or such other principal market on which the Common
Stock is then traded or quoted (the "Applicable Market"), and (ii) in the event
a Qualified Offering is not consummated, and the Note is not repaid in full,
prior to the date that is six-months following the Issuance Date (the "Second
Trigger Date"), the Exercise Price shall be decreased (but not increased), if
applicable, to equal to 75% of the average of the closing bid price of the
Common Stock for the 10 trading days immediately preceding the Second Trigger
Date, as reported by the Applicable Market. In determining the price per share
of Common Stock paid by investors in a Qualified Offering, in the event such
investors purchase units consisting of Common Stock and warrants to purchase
Common Stock, for the purposes hereof, the entire amount of the purchase price
for such units shall be allocated to the shares of Common Stock included in such
units. Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to this Section, the number of Warrant Shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of Warrant Shares initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.


                                       3
<PAGE>

      (G) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of securities purchasable upon the exercise of the Warrants
shall be subject to adjustment from time to time upon the happening of certain
events as follows:

            (1) In case the Company shall hereafter (i) declare a dividend or
            make a distribution on its outstanding shares of Common Stock in
            shares of Common Stock, (ii) subdivide or reclassify its outstanding
            shares of Common Stock into a greater number of shares, or (iii)
            combine or reclassify its outstanding shares of Common Stock into a
            smaller number of shares, the Exercise Price in effect at the time
            of the record date for such dividend or distribution or of the
            effective date of such subdivision, combination or reclassification
            shall be adjusted so that it shall equal the price determined by
            multiplying the Exercise Price by a fraction, the denominator of
            which shall be the number of shares of Common Stock outstanding
            after giving effect to such action, and the numerator of which shall
            be the number of shares of Common Stock outstanding immediately
            prior to such action. Such adjustment shall be made successively
            whenever any event listed above shall occur.

            (2) Whenever the Exercise Price payable upon exercise of each
            Warrant is adjusted pursuant to Subsection (1) above, the number of
            Warrant Shares purchasable upon exercise of this Warrant shall
            simultaneously be adjusted by multiplying the number of Warrant
            Shares initially issuable upon exercise of this Warrant by the
            Exercise Price in effect on the date hereof and dividing the product
            so obtained by the Exercise Price, as adjusted.

            (3) No adjustment in the Exercise Price shall be required unless
            such adjustment would require an increase or decrease of at least
            two cents ($0.02) in such price; provided, however, that any
            adjustments which by reason of this Subsection (3) are not required
            to be made shall be carried forward and taken into account in any
            subsequent adjustment required to be made hereunder. All
            calculations under this Section (g) shall be made to the nearest
            cent or to the nearest one-hundredth of a share, as the case may be.
            Anything in this Section (g) to the contrary notwithstanding, the
            Company shall be entitled, but shall not be required, to make such
            changes in the Exercise Price, in addition to those required by this
            Section (g), as it shall determine, in its sole discretion, to be
            advisable in order that any dividend or distribution in shares of
            Common Stock, or any subdivision, reclassification or combination of
            Common Stock, hereafter made by the Company shall not result in any
            Federal income tax liability to the holders of Common Stock or
            securities convertible into Common Stock (including Warrants).

            (4) In the event that at any time, as a result of an adjustment made
            pursuant to Subsection (1) above, the Holder of this Warrant
            thereafter shall become entitled to receive any shares of the
            Company, other than Common Stock, thereafter the number of such
            other shares so receivable upon exercise of this Warrant shall be
            subject to adjustment from time to time in a manner and on terms as
            nearly equivalent as practicable to the provisions with respect to
            the Common Stock contained in Subsections (1) to (4) inclusive
            above.


                                       4
<PAGE>

            (5) Irrespective of any adjustments in the Exercise Price or the
            number or kind of shares purchasable upon exercise of this Warrant,
            Warrants theretofore or thereafter issued may continue to express
            the same price and number and kind of shares as are stated in the
            similar Warrants initially issuable pursuant to this Agreement.

      (H) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any share of any class or any
other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least fifteen days prior the
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

      (I) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (g) hereof.


                                       5
<PAGE>

                                         GVI SECURITY SOLUTIONS, INC.


                                         By:_____________________________
                                         Name:  Nazzareno E. Paciotti
                                         Title: Chief Executive Officer and
                                                  Chief Financial Officer

Dated: October 29, 2004


                                       6
<PAGE>

                                  PURCHASE FORM

                                                  Dated:________________________

            The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ________ shares of Common Stock and hereby
makes payment of ________ in payment of the actual exercise price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:_______________________________________
(Please typewrite or print in block letters)


Address:____________________________________


Signature:__________________________________


                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED, ___________________________ hereby sells,
assigns and transfers unto


Name:_______________________________________
(Please typewrite or print in block letters)


Address:____________________________________


the right to purchase Common Stock represented by this Warrant to the extent of
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.

Date:_______________________________________

Signature:__________________________________