**AMENDED
      AND RESTATED**







**BY-LAWS**




**of**







**GVI
      SECURITY SOLUTIONS INC.**






**Adopted
      March 28, 2006**















ARTICLE
      1




OFFICES




The
      principal office of GVI Security Solutions, Inc. (the “Corporation”) shall be
      located at its principal place of business or such other place as the Board
      of
      Directors (“Board”) may designate. The Corporation may have such other offices,
      either within or without the State of Delaware, as the Board may designate
      or as
      the business of the Corporation may require from time to time.




ARTICLE
      II




STOCKHOLDERS






Section
      2.1  Annual
      Meeting .




(a)  An
      annual
      meeting of stockholders for the purposes of electing directors and of
      transacting such other business as may come before it shall be held on such
      date
      and time as shall be designated from time to time by the Chairman of the Board,
      if any, the Chief Executive Officer, or a majority of the Board, either within
      or without the State of Delaware, as may be specified by the Chairman of the
      Board, the Chief Executive Officer, or the Board.




(b)  At
      an
      annual meeting of the stockholders, only such business shall be conducted as
      shall have been properly brought before the meeting. To be properly brought
      before an annual meeting, business must be: (A) specified in the notice of
      meeting (or any supplement thereto) given by or at the direction of the Board,
      (B) otherwise properly brought before the meeting by or at the direction of
      the
      Board, or (C) otherwise properly brought before the meeting by a stockholder.
      For business to be properly brought before an annual meeting by a stockholder,
      the stockholder must have given timely notice thereof in writing to the
      Secretary of the Corporation. To be timely, a stockholder’s notice must be
      delivered to or mailed and received at the principal executive offices of the
      Corporation no later than the date which is one hundred and twenty (120)
      calendar days prior to the anniversary date of the previous annual meeting
      of
      stockholders; provided, however, that in the event that the date of the annual
      meeting is advanced by more than sixty days or delayed by more than ninety
      days
      from such anniversary, notice by the stockholder to be timely must be so
      received not earlier than the one hundred twentieth day prior to such annual
      meeting and not later than the close of business on the later of (1) the
      sixtieth day prior to such annual meeting or (2) the tenth day following the
      date on which notice of the date of the annual meeting was mailed or public
      disclosure thereof was made, whichever first occurs. A stockholder’s notice to
      the Secretary shall set forth as to each matter the stockholder proposes to
      bring before the annual meeting: (i) a brief description of the business desired
      to be brought before the annual meeting and the reasons for conducting such
      business at the annual meeting, (ii) the name and address, as they appear on
      the
      Corporation’s books, of the stockholder proposing such business, (iii) the class
      and number of shares of the Corporation which are beneficially owned by the
      stockholder, (iv) any material interest of the stockholder in such business
      and
      (v) any other information that is required to be provided by the stockholder
      pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
      (the “1934 Act”), in such stockholder’s capacity as a proponent to a stockholder
      proposal. In addition to the foregoing, in order to include information with
      respect to a stockholder proposal in the proxy statement and form of proxy
      for a
      stockholder’s meeting, stockholders must provide notice as required by the
      regulations promulgated under the 1934 Act to the extent such regulations
      require notice that is different from the notice required above. Notwithstanding
      anything in these By-Laws to the contrary, no business shall be conducted at
      any
      annual meeting except in accordance with the procedures set forth in this
      paragraph (b) of this Section 2. The chairman of the annual meeting shall,
      if
      the facts warrant, determine and declare at the meeting that business was not
      properly brought before the meeting and in accordance with the provisions of
      this paragraph (b), and, if he should so determine, he shall so declare at
      the
      meeting that any such business not properly brought before the meeting shall
      not
      be transacted.







(c)  Only
      persons who are nominated in accordance with the procedures set forth in this
      paragraph (c) shall be eligible for election as Directors. Nominations of
      persons for election to the Board may be made at a meeting of stockholders
      by or
      at the direction of the Board or by any stockholder of the Corporation entitled
      to vote in the election of Directors at the meeting who complies with the notice
      procedures set forth in this paragraph (c). Such nominations, other than those
      made by or at the direction of the Board, shall be made pursuant to timely
      notice in writing to the Secretary of the Corporation in accordance with the
      provisions of paragraph (b) of this Section 2.1. **** Such
      stockholder’s notice shall set forth (i) as to each person, if any, whom the
      stockholder proposes to nominate for election or re-election as a Director:
      (A)
      the name, age, business address and residence address of such person, (B) the
      principal occupation or employment of such person, (C) the class and number
      of
      shares of the Corporation that are beneficially owned by such person, (D) a
      description of all arrangements or understandings between the stockholder and
      each nominee and any other person or persons (naming such person or persons)
      pursuant to which the nominations are to be made by the stockholder, and (E)
      any
      other information relating to such person that is required to be disclosed
      in
      solicitations of proxies for election of Directors, or is otherwise required,
      in
      each case pursuant to Regulation 14A under the 1934 Act (including without
      limitation such person’s written consent to being named in the proxy statement,
      if any, as a nominee and to serving as a Director if elected); and (ii) as
      to
      such stockholder giving notice, the information required to be provided pursuant
      to subitems (ii), (iii) and (iv) of paragraph (b) of this Section 2.1. At the
      request of the Board, any person nominated by a stockholder for election as
      a
      Director shall furnish to the Secretary of the Corporation that information
      required to be set forth in the stockholder’s notice of nomination which
      pertains to the nominee. No person shall be eligible for election as a Director
      of the Corporation unless nominated in accordance with the procedures set forth
      in this paragraph (c). The chairman of the meeting shall, if the facts warrant,
      determine and declare at the meeting that a nomination was not made in
      accordance with the procedures prescribed by these By-Laws, and if he should
      so
      determine, he shall so declare at the meeting, and the defective nomination
      shall be disregarded.




Section
      2.2  Special
      Meetings .




Except
      as
      otherwise provided for in the Certificate of Incorporation, special meetings
      of
      stockholders for any purpose or purposes may be held at any time upon call
      of
      the Chairman of the Board, if any, the Chief Executive Officer, or a majority
      of
      the Board, at such time and place either within or without the State of Delaware
      as may be stated in the notice. A special meeting of stockholders shall be
      called by the Chairman of the Board, the Chief Executive Officer or the
      Secretary upon the written request stating time, place, and the purpose or
      purposes of the meeting, of stockholders who together own of record 25% of
      the
      outstanding stock of all classes entitled to vote at such meeting.




2


Section
      2.3  Notice
      of Meetings .




Written
      notice of stockholders meetings, stating the place, date, and hour thereof,
      and,
      in the case of a special meeting, the purpose or purposes for which the meeting
      is called, shall be given to each stockholder entitled to vote at such meeting,
      at least ten days but not more than sixty days before the date of the meeting,
      unless a different period is prescribed by laws.




Section
      2.4  Quorum .




Except
      as
      otherwise provided by law or in the Certificate of Incorporation or these
      By-Laws, at any meeting of stockholders, the holders of a majority of the
      outstanding shares of each class of stock entitled to vote at the meeting shall
      be present or represented by proxy in order to constitute a quorum for the
      transaction of any business. In the absence of a quorum, a majority in interest
      of the stockholders present or the chairman of the meeting may adjourn the
      meeting from time to time in the manner provided in Section 2.5 of these By-Laws
      until a quorum shall attend.




Section
      2.5  Adjournment .




Any
      meeting of stockholders, annual or special, may adjourn from time to time to
      reconvene at the same or some other place, and notice need not be given of
      any
      such adjourned meeting if the time and place thereof are announced at the
      meeting at which the adjournment is taken. At the adjourned meeting, the
      Corporation may transact any business which might have been transacted at the
      original meeting. If the adjournment is for more than thirty days, or if after
      the adjournment a new record date is fixed for the adjourned meeting, a notice
      of the adjourned meeting shall be given to each stockholder of record entitled
      to vote at the meeting.




Section
      2.6  Organization .




The
      Chairman of the Board, if any, or in his absence the Chief Executive Officer,
      or
      in their absence the President, shall call to order meetings of stockholders
      and
      shall act as chairman of such meetings. The Board or, if the Board fails to
      act,
      the stockholders may appoint any stockholder, director, or officer of the
      Corporation to act as chairman of any meeting in the absence of the Chairman
      of
      the Board, the Chief Executive Officer, and the President.




The
      Secretary of the Corporation shall act as secretary of all meetings of
      stockholders, but, in the absence of the Secretary, the chairman of the meeting
      may appoint any other person to act as secretary of the meeting.




3


Section
      2.7  Voting .




Except
      as
      otherwise provided by law or in the Certificate of Incorporation or these
      By-Laws and except for the election of directors, at any meeting duly called
      and
      held at which a quorum is present, a majority of the votes cast at such meeting
      upon a given question by the holders of outstanding shares of stock of all
      classes of stock of the Corporation entitled to vote thereon who are present
      in
      person or by proxy shall decide such question. At any meeting duly called and
      held for the election of directors at which a quorum is present, those directors
      receiving a plurality of the votes cast by the holders (acting as such) of
      shares of any class or series entitled to elect directors as a class shall
      be
      elected.




Section
      2.8  Action
      Without a Meeting .




The
      stockholders may take any action required or permitted to be taken by them
      without a meeting unless otherwise prohibited by law or the Certificate of
      Incorporation.




ARTICLE
      III




BOARD
      OF
      DIRECTORS






Section
      3.1  Number
      and Term of Officers .




The
      business, property, and affairs of the Corporation shall be managed by or under
      the direction of a board of at least one director; provided, however, that
      the
      Board, by resolution adopted by vote of a majority of the then authorized
      numbers of directors, may increase or decrease the number of directors. The
      directors shall be elected by the holders of shares entitled to vote thereon
      at
      the annual meeting of stockholders, and each shall serve (subject to the
      provisions of Article IV) until the next succeeding annual meeting of
      stockholders and until his respective successor is elected and
      qualified.




Section
      3.2  Chairman
      of the Board .




The
      directors may elect one of their members to be Chairman of the Board. The
      Chairman shall be subject to the control of and may be removed by the Board.
      He
      shall perform such duties as may from time to time be assigned to him by the
      Board.




Section
      3.3  Meetings .




Regular
      meetings of the Board may be held without notice at such time and place as
      shall
      from time to time be determined by the Board.




Special
      meetings of the Board shall be held at such time and place as shall be
      designated in the notice of the meeting whenever called by the Chairman of
      the
      Board, if any, the Chief Executive Officer, or by a majority of the directors
      then in office.




4


Section
      3.4  Notice
      of Special Meetings .




The
      Secretary, or, in his absence, any other officer of the Corporation, shall
      give
      each director notice of the time and place of holding of special meetings of
      the
      Board by mail at least three days before the meeting, or by telephone,
      facsimile, electronic mail, telex, telecopy, telegraph, cable or overnight
      courier at least twenty-four hours before the meeting. Unless otherwise stated
      in the notice thereof, any and all business may be transacted at any meeting
      without specification of such business in the notice.




Section
      3.5  Quorum
      and Organization of Meetings .




A
      majority of the total number of members of the Board as constituted from time
      to
      time shall constitute a quorum for the transaction of business, but, if at
      any
      meeting of the Board (whether or not adjourned from a previous meeting) there
      shall be less than a quorum present, a majority of those present may adjourn
      the
      meeting to another time and place, and the meeting may be held as adjourned
      without further notice or waiver. Except as otherwise provided by law or in
      the
      Certificate of Incorporation or these By-Laws, a majority of the directors
      present at any meeting at which a quorum is present may decide any question
      brought before such meeting. Meetings shall be presided over by the Chairman
      of
      the Board, if any, or in his absence, by the Chief Executive Officer, or in
      the
      absence of both by such other person as the directors may select. The Secretary
      of the Corporation shall act as secretary of the meeting, but in his absence
      the
      chairman of the meeting may appoint any person to act as secretary of the
      meeting.




Section
      3.6  Committees .




The
      Board
      may, by resolution passed by a majority of the whole Board, designate one or
      more committees, each committee to consist of one or more of the directors
      of
      the Corporation. The Board may designate one or more directors as alternate
      members of any committee, who may replace any absent or disqualified member
      at
      any meeting of the committee. In the absence or disqualification of a member
      of
      a committee, the member or members thereof present at any meeting and not
      disqualified from voting, whether or not he or they constitute a quorum, may
      unanimously appoint another member of the Board to act at the meeting in place
      of any such absent or disqualified member. Any such committee, to the extent
      provided in the resolution of the Board, shall have and may exercise all the
      power and authority of the Board in the management of the business, property,
      and affairs of the Corporation, and may authorize the seal of the Corporation
      to
      be affixed to all papers which may require it; but no such committee shall
      have
      power or authority in reference to amending the Certificate of Incorporation
      of
      the Corporation (except that a committee may, to the extent authorized in the
      resolution or resolutions providing for the issuance of shares of stock adopted
      by the Board pursuant to authority expressly granted to the Board by the
      Corporation Certificate of Incorporation, fix any of the preferences or rights
      of such shares relating to dividends, redemption, dissolution, any distribution
      of assets of the Corporation, or the conversion into, or the exchange of such
      shares for, shares of any other class or classes or any other series of the
      same
      or any other class or classes of stock of the Corporation), adopting an
      agreement of merger or consolidation under Section 251 or 252 of the General
      Corporation Law of the State of Delaware, recommending to the stockholders
      the
      sale, lease, or exchange of all or substantially all of the Corporation’s
      property and assets, recommending to the stockholders a dissolution of the
      Corporation or a revocation of dissolution, or amending these By-Laws; and,
      unless the resolution expressly so provided, no such committee shall have the
      power or authority to declare a dividend, to authorize the issuance of stock,
      or
      to adopt a certificate of ownership and merger pursuant to Section 253 of the
      General Corporation Law of the State of Delaware. Each committee which may
      be
      established by the Board pursuant to these By-Laws may fix its own rules and
      procedures. Notice of meetings of committees, other than of regular meetings
      provided for by the rules, shall be given to committee members. All action
      taken
      by committees shall be recorded in minutes of the meetings.




5


Section
      3.7  Action
      Without Meeting .




The
      Board
      or any committee designated by the Board may take any action required or
      permitted to be taken by them without a meeting unless otherwise prohibited
      by
      law or the Certificate of Incorporation




Section
      3.8  Telephone
      Meetings .




Nothing
      contained in these By-Laws shall be deemed to restrict the power of members
      of
      the Board, or any committee designated by the Board, to participate in a meeting
      of the Board, or committee, by means of conference telephone or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other.




ARTICLE
      IV




O FFICERS




Section
      4.1  Executive
      Officers .




The
      executive officers of the Corporation shall be a Chairman of the Board, a Chief
      Executive Officer, a President, one or more Vice Presidents, a Treasurer, and
      a
      Secretary, each of whom shall be elected by the Board. The Board may elect
      or
      appoint such other officers (including a Controller and one or more Assistant
      Treasurers and Assistant Secretaries) as it may deem necessary or desirable.
      Each officer shall hold office for such term as may be prescribed by the Board
      from time to time. Any person may hold at one time two or more
      offices.




Section
      4.2  Powers
      and Duties .




The
      Chairman of the Board, if any, or, in his absence, the Chief Executive Officer,
      or in his absence, the President, shall preside at all meetings of the
      stockholders and of the Board. The Chief Executive Officer shall be the chief
      executive officer of the Corporation. In the absence of the Chief Executive
      Officer, the President and, in the absence of the President, a Vice President
      appointed by the President or, if the President fails to make such appointment,
      by the Board, shall perform all the duties of the Chief Executive Officer.
      The
      officers and agents of the Corporation shall each have such powers and authority
      and shall perform such duties in the management of the business, property and
      affairs of the Corporation as generally pertain to their respective offices,
      as
      well as such powers and authorities and such duties as from time to time may
      be
      prescribed by the Board.




6


ARTICLE
      V




RESIGNATIONS,
      REMOVALS, AND VACANCIES




Section
      5.1  Resignations .




Any
      director or officer of the Corporation, or any member of any committee, may
      resign at any time by giving written notice to the Board, the Chief Executive
      Officer, the President, or the Secretary of the Corporation. Any such
      resignation shall take effect at the time specified therein or, if the time
      be
      not specified therein, then upon receipt thereof. The acceptance of such
      resignation shall not be necessary to make it effective.




Section
      5.2  Removals .




The
      Board, by a vote of not less than a majority of the entire Board, at any meeting
      thereof, or by written consent, at any time, may, to the extent permitted by
      law, remove with or without cause, from office or terminate the employment
      of
      any officer or member of any committee and may, with or without cause, disband
      any committee.




Any
      director or the entire Board may be removed, with or without cause, by the
      holders of a majority of the shares entitled at the time to vote at an election
      of directors.




Section
      5.3  Vacancies .




Any
      vacancy in the office of any director or officer through death, resignation,
      removal, disqualification, or other cause, and any additional directorship
      resulting from any increase in the number of directors, may be filled at any
      time by a majority of the directors then in office (even though less than a
      quorum remains) or, in the case of any vacancy in the office of any director,
      by
      the stockholders, and, subject to the provisions of this Article V, the person
      so chosen shall hold office until his successor shall have been elected and
      qualified; or, if the person so chosen is a director elected to fill a vacancy,
      he shall (subject to the provisions of this Article V) hold office for the
      unexpired term of his predecessor.




ARTICLE
      VI




CAPITAL
      STOCK




Section
      6.1  Stock
      Certificates .




The
      certificates for shares of the capital stock of the Corporation shall be in
      such
      form as shall be prescribed by law and approved, from time to time, by the
      Board.




Section
      6.2  Transfer
      of Shares .




Shares
      of
      the capital stock of the Corporation may be transferred on the books of the
      Corporation only by the holder of such shares or by his duly authorized
      attorney, upon the surrender to the Corporation or its transfer agent of the
      certificate representing such stock properly endorsed.




7


Section
      6.3  Fixing
      Record Date .




In
      order
      that the Corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting of stockholders or any adjournment thereof or to express
      consent to corporate action in writing without a meeting, or entitled to receive
      payment of any dividend or other distribution or allotment of any rights, or
      entitled to exercise any rights in respect of any change, conversion, or
      exchange of stock, or for the purpose of any other lawful action, the Board
      may
      fix, in advance, a record date, which, unless otherwise provided by law, shall
      not be more than sixty nor less than ten days before the date of such meeting,
      nor more than sixty days prior to any other action.




Section
      6.4  Lost
      Certificates .




The
      Board
      or any transfer agent of the Corporation may direct a new certificate or
      certificates representing stock of the Corporation to be issued in place of
      any
      certificate or certificates theretofore issued by the Corporation, alleged
      to
      have been lost, stolen, or destroyed, upon the making of an affidavit of that
      fact by the person claiming the certificate to be lost, stolen, or destroyed.
      When authorizing such issue of a new certificate or certificates, the Board
      (or
      any transfer agent of the Corporation authorized to do so by a resolution of
      the
      Board) may, in its discretion and as a condition precedent to the issuance
      thereof, require the owner of such lost, stolen, or destroyed certificate or
      certificates, or his legal representative, to give the Corporation a bond in
      such sum as the Board (or any transfer agent so authorized) shall direct to
      indemnify the Corporation against any claim that may be made against the
      Corporation with respect to the certificate alleged to have been lost, stolen,
      or destroyed or the issuance of such new certificates, and such requirement
      may
      be general or confined to specific instances.




Section
      6.5  Regulations .




The
      Board
      shall have power and authority to make all such rules and regulations as it
      may
      deem expedient concerning the issue, transfer, registration, cancellation,
      and
      replacement of certificates representing stock of the Corporation.




ARTICLE
      VII




MISCELLANEOUS




Section
      7.1  Corporate
      Seal .




The
      corporate seal shall have inscribed thereon the name of the Corporation, the
      year of its organization, and the words “Corporate Seal” and
“Delaware”.




Section
      7.2  Fiscal
      Year .




The
      fiscal year of the Corporation shall be determined by resolution of the
      Board.




8


Section
      7.3  Notices
      and Waivers Thereof .




Wherever
      any notice whatever is required by law the Certificate of Incorporation, or
      these By-Laws to be given to any stockholder, director, or officer, such notice,
      except as otherwise provided by law or these By-Laws, may be given personally,
      or by mail, telex, telecopy, telegraph, cable or overnight courier addressed
      to
      such address as appears on the books of the Corporation. Any notice given by
      telex, telecopy, telegraph or cable shall be deemed to have been given when
      it
      shall have been delivered for transmission, and any notice given by mail or
      overnight courier shall be deemed to have been given when it shall have been
      deposited in the United States mail with postage thereon prepaid or given to
      such courier service, as applicable.




Whenever
      any notice is required to be given by law, the Certificate of Incorporation,
      or
      these By-Laws, a written waiver thereof, signed by the person entitled to such
      notice, whether before or after the meeting or the time stated therein, shall
      be
      deemed equivalent in all respects to such notice to the full extent permitted
      by
      law.




Section
      7.4  Stock
      of Other Corporation or Other Interests .




Unless
      otherwise ordered by the Board, the Chairman of the Board, the Chief Executive
      Officer, the President, the Secretary, and such attorneys or agents of the
      Corporation as may be from time to time authorized by the Board, the Chairman
      of
      the Board, the Chief Executive Officer, or the President, shall have full power
      and authority on behalf of the Corporation to attend and to act and vote in
      person or by proxy at any meeting of the holders of securities of any
      corporation or other entity in which the Corporation owns or holds shares or
      other securities, and at such meetings shall possess and may exercise all the
      rights and powers incident to the ownership of such shares or other securities
      which the Corporation, as the owner or holder thereof, might have possessed
      and
      exercised if present. The Chairman of the Board, the Chief Executive Officer,
      the President, the Secretary, or such attorneys or agents, may also execute
      and
      deliver on behalf of the Corporation powers of attorney, proxies, consents,
      waivers, and other instruments relating to the shares or securities owned or
      held by the Corporation.




ARTICLE
      VIII




AMENDMENTS




The
      holders of shares entitled at the time to vote for the election of directors
      shall have power to adopt, amend, or repeal the By-Laws of the Corporation
      by
      vote of not less than a majority of such shares, and except as otherwise
      provided by law, the Board shall have power equal in all respects to that of
      the
      stockholders to adopt, amend, or repeal the By-Laws by vote of not less than
      a
      majority of the entire Board. However, any By-Laws adopted by the Board may
      be
      amended or repealed by vote of the holders of a majority of the shares entitled
      at the time to vote for the election of directors.




9


ARTICLE
      IX




PROVISIONS
      OF LAW




The
      By-Laws shall be subject to such provisions of the statutory and common laws
      of
      the State of Delaware as may be applicable to corporations organized under
      the
      laws of the State of Delaware. References herein to provisions of law shall
      be
      deemed to be references to the aforesaid provisions of law unless otherwise
      explicitly stated. All references in the By-Laws to such provisions of law
      shall
      be construed to refer to such provisions as from time to time
      amended.




ARTICLE
      X




CERTIFICATE
      OF INCORPORATION






The
      By-Laws shall be subject to the Certificate of Incorporation of the Corporation.
      All references in the By-Laws to the Certificate of Incorporation shall be
      construed to mean the Certificate of Incorporation of the Corporation as from
      time to time amended.






10