**EMPLOYMENT
      AGREEMENT**




AGREEMENT,
      made and entered into as of March 28, 2006 by and between GVI Security Solutions
      Inc., a Delaware corporation (the “Company”), and Joseph Restivo (the
“Executive”).




WITNESSETH :




WHEREAS,
      the Company desires to employ the Executive and to enter into an agreement
      embodying the terms of such employment (this “Agreement”) and the Executive
      desires to enter into this Agreement and to accept such employment, subject
      to
      the terms and provisions of this Agreement;




NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt of which
      is
      mutually acknowledged, the Company and the Executive (individually a “Party” and
      together the “Parties”) agree as follows:




1.  Definitions.




(a)  “Affiliate”
      of a specified person or entity shall mean a person or entity that directly
      or
      indirectly controls, is controlled by, or is under common control with, the
      person or entity specified.




(b)  “Annual
      Bonus” shall have the meaning ascribed to such term in Section 5(b) below.




(c)  “Base
      Salary” shall mean the annualized salary provided for in Section 4
      below.




(d)  “Board”
      shall mean the Board of Directors of the Company.




(e)  “Cause”
      shall mean:




(i)  a
      material breach by the Executive of any provision of this Agreement, including
      but not limited to a breach of Section 3(a) below, which, if curable, is not
      substantially cured within 30 days after the Executive’s receipt of written
      notice from the Company;




(ii)  any
      conduct, action or behavior by the Executive that has or may reasonably be
      expected to have a material adverse effect on the reputation of the Company
      (including, without limitation, the commission of any felony or any act
      involving moral turpitude or dishonesty, whether or not in connection with
      the
      Executive’s employment hereunder); or







(iii)  commission
      of any act by the Executive of gross negligence, willful malfeasance, reckless
      nonfeasance or malfeasance or any willful violation of law, in performance
      of
      his duties with the Company.




Anything
      herein to the contrary notwithstanding, the Company shall not be entitled to
      terminate the Executive’s employment for Cause unless the Company gives the
      Executive written notice of the event constituting “Cause” within 60 days after
      the Company becomes aware of such event and, if curable, the Executive fails
      to
      cure such event within 30 days after receipt of such notice.




(f)  “Change
      in Control” shall mean any of the following:




(i)  any
      “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities
      Exchange Act of 1934, as amended), but excluding a person who owns more than
      5%
      of the outstanding shares of the Company as of the Commencement Date, becomes
      a
“beneficial owner” (as such term is used in Rule 13d-3 promulgated under that
      Act), of more than 50% of the Voting Stock of the Company;




(ii)  the
      majority of the members of the Board consists of individuals other than
      Incumbent Directors, which term means the members of the Board as of the
      Commencement Date; provided that any individual becoming a director subsequent
      to such date whose election or nomination for election as a director was
      supported by a majority of the directors who were Incumbent Directors at the
      time of such election or nomination shall be an Incumbent Director;
      or




(iii)  all
      or
      substantially all of the assets of the Company are disposed of pursuant to
      a
      merger, consolidation or other transaction (unless the stockholders of the
      Company immediately prior to such merger, consolidation or other transaction
      beneficially own, directly or indirectly, in substantially the same proportion
      as they owned the Voting Stock of the Company, all of the Voting Stock or other
      ownership interests of the entity or entities, if any, that succeed to the
      business of the Company).




For
      purposes of this Change in Control definition, “Voting Stock” shall mean the
      capital stock of any class or classes having general voting power, in the
      absence of specified contingencies, to elect the directors of the Company.




(g)  “Closing
      Price” shall mean  the
      closing price for the common stock of the Company as officially reported on
      the
      relevant date (or if there were no sales on such date, the next preceding date
      on which the closing price was recorded) by the principal national securities
      exchange (including, for purposes hereof, the Nasdaq Stock Market) on which
      the
      common stock of the Company is listed or admitted to trading or, if the common
      stock is not listed or admitted to trading on any national securities exchange,
      the closing price as furnished by the National Association of Securities
      Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer
      reporting such information. If, on any such date the common stock is not listed
      or admitted to trading on any United States national securities exchange and
      is
      not quoted by Nasdaq or any similar organization, the fair value of a share
      of
      common stock of the Company on such date, as determined in good faith by the
      Board.




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(h)  “Commencement
      Date” shall mean March 28, 2006.




(i)  “Date
      of
      Termination” shall mean:




(i)  if
      the
      Executive’s employment is terminated by the Company, the date the Company
      informs the Executive that his employment is so terminated;




(ii)  if
      the
      Executive voluntarily resigns his employment, the date stated as his Date of
      Termination in a written notice to the Company (provided, that the Company
      may
      accelerate the Date of Termination to an earlier date by providing the Executive
      with notice of such action, or, alternatively, the Company may place the
      Executive on paid leave during such period);




(iii)  if
      the
      Executive’s employment is terminated by reason of death, the date of death;
      or




(iv)  if
      the
      Executive resigns his employment for Good Reason, 30 days after receipt by
      the
      Company of timely written notice from the Executive in accordance with Section
      1(k) below unless the Company cures the event or events giving rise to Good
      Reason within 30 days after receipt of such written notice.




(j)  “Disability”
      shall mean the Executive’s inability, due to physical or mental incapacity, to
      substantially perform his duties and responsibilities for a period of 90
      consecutive days as determined by a medical doctor selected by the Company
      and
      reasonably acceptable to the Executive.




(k)  “Good
      Reason” shall mean the occurrence of any of the following without the
      Executive’s consent:




(i)  a
      material diminution in the Executive’s authority, duties or responsibilities as
      set forth in Section 3 below;




(ii)  a
      reduction in the Executive’s Base Salary or bonus opportunity, or a failure by
      the Company to grant the Option in accordance with Section 6(a)
      below;




(iii)  a
      material breach by the Company of any provision of this Agreement which, if
      curable, is not substantively cured within 30 days after the Company’s receipt
      of written notice from the Executive;




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(iv)  a
      change
      without the consent of the Executive, in the location of employment to greater
      than 50 miles of the Company’s Florida office; or




(v)  a
      change
      in reporting structure so that the Executive reports to someone other than
      the
      Chief Executive Officer of the Company.




Anything
      herein to the contrary notwithstanding, the Executive shall not be entitled
      to
      resign for Good Reason unless the Executive gives the Company written notice
      of
      the event constituting “Good Reason” within 60 days after the Executive becomes
      aware of such event and, if curable, the Company fails to cure such event within
      30 days after receipt of such notice.




(l)  “Option”
      shall have the meaning ascribed to such term in Section 6 (a)
      below.




(m)  “Term”
      shall have the meaning ascribed to such term in Section 2 below.




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 the day before the third anniversary of the
      Commencement Date (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. 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 expiration of the Term, the
      Executive’s employment shall be on an “at will” basis.




3.  Position;
      Duties and Responsibilities .




(a)  During
      the Term, the Executive shall be employed as the Chief Financial Officer of
      the
      Company and shall perform such duties and responsibilities as reasonably
      determined by the Chief Executive Officer consistent with the duties and
      responsibilities normally associated with such position in a company the size
      and nature of the Company. The Executive, in carrying out his duties under
      this
      Agreement, shall report to the Chief Executive Officer of the Company. Subject
      to the approval of the Board, the Executive shall be responsible for hiring
      the
      senior managers of the Company, including, but not limited to, a Chief Financial
      Officer, Chief Operating Officer and Vice President of Sales, and shall
      recommend appropriate compensation packages for such senior management to the
      Board.




(b)  The
      Executive agrees to devote all of his business time, energies, skills, efforts
      and attention to his duties hereunder, and will not, without the prior written
      consent of the Company, render any material services to any other business
      concern. The Executive will use his best efforts and abilities faithfully and
      diligently to promote the Company's business interests.




(c)  Anything
      herein to the contrary notwithstanding, nothing shall preclude the Executive
      from (i) subject to the reasonable approval of the Board, serving on the boards
      of directors of trade associations and/or charitable organizations, (ii)
      engaging in charitable activities and community affairs and (iii) managing
      his
      personal investments and affairs, provided that the activities described in
      the
      preceding clauses (i) through (iii) do not interfere with the proper performance
      of his duties and responsibilities for the Company.




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4.  Base
      Salary .




During
      the Term, the Executive shall be paid an annualized Base Salary of $200,000,
      payable in accordance with the regular payroll practices of the Company. During
      the Term, the Base Salary may be increased, but not decreased, from time to
      time
      by the Board. The Executive shall not be entitled to any compensation for
      service as a member of the Board, if elected or appointed to the Board, or
      for
      service as an officer or member of any board of directors of any Affiliate.




5.  Annual
      Bonuses .




During
      the Term, the Executive shall be eligible to receive an annual incentive award
      (“Annual Bonus”) of up to 50% of Base Salary based on the Executive’s
      achievement of annual performance and other targets approved by the Board.
      The
      amount and payment of any such Annual Bonus shall be determined in accordance
      with the Company’s practices for awarding annual incentive awards to senior
      executives. Any Annual Bonus shall be payable when bonuses for the applicable
      performance period are paid to other senior executives of the Company.
      Notwithstanding the foregoing, the Board, in its sole discretion, may provide
      the Executive an Annual Bonus greater than 50% of Base Salary with respect
      to
      any year.




6.  Stock
      Option Grant .




(a)  Initial
      Stock Option Grant .
      The
      Company shall grant the Executive on the Commencement Date a 10-year option
      to
      purchase in the aggregate 750,000 shares of the Company’s common stock (the
“Option”). The exercise price per share with respect to 250,000 shares of the
      Option (“Traunch I Option Shares”) shall be equal to the Closing Price of a
      share of the Company’s common stock on the day before the Commencement Date. The
      exercise price per share with respect to 250,000 shares of the Option (“Traunch
      II Option Shares”) shall be equal to the greater of (i) the Closing Price of a
      share of the Company’s common stock on the day before the Commencement Date or
      (ii) $.50. The exercise price per share with respect to the final 250,000 shares
      of the Option (“Traunch III Option Shares”) shall be equal to the greater of
      (iii) the Closing Price of a share of the Company’s common stock on the day
      before the Commencement Date or (iv) $.78. Fifty percent of each of the Traunch
      I Option Shares, Traunch II Option Shares and the Traunch III Option Shares
      shall be immediately exercisable and an additional 25% of each such traunch
      shall become exercisable on each of the first and second anniversary of the
      Commencement Date, provided the Executive is employed by the Company on such
      date.




(b)  Second Stock Option Grant .
      Upon
      the closing of the Company’s first capital raise after the Commencement Date,
      the Company shall grant the Executive a 10-year option to purchase in the
      aggregate that number of shares of the Company’s common stock equal to 1.25% of
      the number of shares of common stock of the Company (or the common stock
      underlying convertible securities) sold by the Company pursuant to such offering
      (the “Second Option”). Notwithstanding the immediately preceding sentence, the
      number of shares subject to the Second Option shall not exceed 250,000. The
      exercise price per share with respect to the shares of the Second Option shall
      be equal to the Closing Price of the Company’s common stock on the day before
      (i) the Commencement Date or (ii) the grant of the Second Option, whichever
      is
      greater. The Executive’s right to be granted the Second Option under this
      Section 6(b) shall terminate if the Company has not closed on a capital raise
      before the second anniversary of the Commencement Date. Fifty percent of the
      shares of the Second Option shall be immediately exercisable and an additional
      25% of the Second Option shall become exercisable on each of the first and
      second anniversary of the grant of the Second Option, provided the Executive
      is
      employed by the Company on such date.




5


(c)  Other
      Conditions .
      The
      Executive shall be subject to the equity ownership, retention and other
      requirements applicable to senior executives of the Company. Except as otherwise
      expressly provided herein, the Initial Option and the Second Option shall be
      governed by the applicable plan and option agreement. During the Term, the
      Board
      may, in its sole discretion, grant the Executive additional options to acquire
      the Company’s common stock.




7.  Employee
      Benefit Programs .




During
      the Term, the Executive shall be entitled to participate in all employee savings
      and welfare benefit plans and programs made available to the Company’s
      senior-level executives on a basis no less favorable than provided to other
      similarly-situated executives, as such plans or programs may be in effect from
      time to time, includ-ing, without limitation, savings and other retire-ment
      plans or programs, medical, dental, hospitalization, short-term and long-term
      disability and life insurance plans, accidental death and dismemberment
      protection, travel accident insurance, and any other pension or retire-ment
      plans or programs and any other employee welfare benefit plans or programs
      that
      may be sponsored by the Company from time to time.




8. Reimbursement
          of Business and Other Expenses; Perquisites; Vacations .




(a)  During
      the Term, the Executive is authorized to incur reasonable expenses in carrying
      out his duties and responsibilities under this Agreement, including but not
      limited to, reasonable travel and living expenses incurred by the Executive
      while the Company’s executive offices are located in Dallas, and the Company
      shall promptly reimburse him for all business and entertainment expenses
      incurred in connection with carrying out the business of the Company, subject
      to
      documentation in accordance with the Company’s policy.




(b)  The
      Executive shall be entitled to the perquisites provided to other senior-level
      executives. The Executive shall also be entitled to a car allowance of $1,000
      per month.




(c)  The
      Executive shall be entitled to four weeks paid vacation per year.




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9.  Termination
      of Employment .




(a)  Termination
      Without Cause by the Company or Resignation for Good Reason by the Executive
      prior to a Change in Control .
      In the
      event, prior to a Change in Control, the Executive’s employment during the Term
      is terminated without Cause by the Company or the Executive resigns for Good
      Reason, the Executive shall be entitled to:




(i)  Base
      Salary through the Date of Termination;




(ii)  any
      unpaid Annual Bonus earned with respect to any fiscal year preceding the Date
      of
      Termination;




(iii)  a
      pro
      rated Annual Bonus for the fiscal year in which the Date of Termination occurs
      (determined by multiplying the amount the Executive would have received had
      employment continued through the end of such fiscal year by a fraction, the
      numerator of which is the number of days during such fiscal year that the
      Executive is employed by the Company and the denominator of which is 365),
      payable when bonuses for such fiscal year are paid to other Company
      executives;




(iv)  payment
      of Base Salary as salary continuation and, to the extent permitted under the
      terms of the relevant plans and arrangements, all welfare benefits described
      in
      Paragraph 7 for a period of 12 months; provided, however, if the terms of the
      Company’s group medical and/or dental plans do not permit the continued coverage
      of the Executive in the plan after his termination of employment, the Company
      shall pay for his premiums for continuing coverage under COBRA; provided,
      further, the obligation of the Company to provide welfare benefits under this
      clause (iv) (including the obligation to pay COBRA premiums) shall terminate
      upon the Executive becoming eligible for welfare benefits from another
      employer;




(v)  provided
      at least six months has expired since the date on which shares subject to the
      Option last became exercisable (the “Previous Scheduled Date”), a pro rated
      portion of the shares subject to the Option that would become exercisable on
      the
      next scheduled date for shares to become exercisable (the “Next Scheduled Date”)
      shall become immediately exercisable (determined by multiplying the number
      of
      shares subject to the Option that would have become exercisable had employment
      continued through the Next Scheduled Date by a fraction, the numerator of which
      is the number of days between the Previous Scheduled Date and the Date of
      Termination and the denominator of which is 365);




(vi)  any
      amounts earned, accrued or owing to the Executive but not yet paid under Section
      8 above, including accrued vacation; and




7


(vii)  except
      as
      otherwise provided in Section 9(e) below, any additional payment and benefit
      in
      accordance with the applicable plans and programs of the Company.




(b)  Termination
      upon Death or Disability .
      In the
      event the Executive’s employment during the Term is terminated upon death or
      Disability, the Executive (or his estate or legal representative, as the case
      may be) shall be entitled to:




(i)  Base
      Salary through the Date of Termination;




(ii)  any
      unpaid Annual Bonus earned with respect to any fiscal year preceding the Date
      of
      Termination;




(iii)  a
      pro
      rated Annual Bonus for the fiscal year in which the Date of Termination occurs
      (determined by multiplying the amount the Executive would have received had
      employment continued through the end of such fiscal year by a fraction, the
      numerator of which is the number of days during such fiscal year that the
      Executive is employed by the Company and the denominator of which is 365),
      payable when bonuses for such fiscal year are paid to other Company
      executives;




(iv)  any
      amounts earned, accrued or owing to the Executive but not yet paid under Section
      8 above, including accrued vacation; and




(v)  any
      additional payment and benefit in accordance with applicable plans or programs
      of the Company.




(c)  Termination
      by the Company for Cause or a Voluntary Resignation by the
      Executive .
      If,
      during the Term, the Company terminates the Executive’s employment for Cause or
      the Executive voluntarily resigns, the Executive shall be entitled
      to:




(i)  Base
      Salary through the Date of Termination;




8


(ii)  any
      amounts earned, accrued or owing to the Executive but not yet paid under Section
      8 above, including accrued vacation; and




(iii)  any
      additional payment and benefit in accordance with the applicable plans or
      programs of the Company.




(d)  Termination
      Without Cause by the Company or Resignation for Good Reason by the Executive
      on
      or after a Change in Control .
      If,
      during the Term, the Executive’s employment is terminated on or within 12 months
      after a Change in Control without Cause by the Company or the Executive resigns
      for Good Reason, the Executive shall be entitled to:




(i)  Base
      Salary through the Date of Termination;




(ii)  any
      unpaid Annual Bonus earned with respect to any fiscal year preceding the Date
      of
      Termination and any unpaid portion of the Signing Bonus;




(iii)  a
      pro
      rated Annual Bonus for the fiscal year in which the Date of Termination occurs
      (determined by multiplying one-half of the Executive Base Salary by a fraction,
      the numerator of which is the number of days during such fiscal year that the
      Executive is employed by the Company and the denominator of which is
      365);




(iv)  a
      payment
      of 200% Base Salary and to the extent permitted under the terms of the relevant
      plans and arrangements, all welfare benefits described in Paragraph 7 for a
      period of 24 months; provided, however, if the terms of the Company’s group
      medical plan does not permit the continued coverage of the Executive in the
      plan
      after his termination of employment, the Company shall pay for his premiums
      for
      continuing coverage under COBRA; provided, further, the obligation of the
      Company to provide welfare benefits under this clause (iv) (including the
      obligation to pay COBRA premiums) shall terminate upon the Executive becoming
      eligible for welfare benefits from another employer;




(v)  all
      of
      the shares subject to the Option shall become immediately
      exercisable;




(vi)  any
      amounts earned, accrued or owing to the Executive but not yet paid under Section
      8 above, including accrued vacation; and




(vii)  except
      as
      otherwise provided in Section 9(e) below, any additional payment and benefit
      in
      accordance with the applicable plans and programs of the Company.




Subject
      to the provisions of Section 9(h) below, the payments described in clauses
      (i),
      (ii) and (iii) of this Section 9(d) shall be payable to the Executive within
      30
      days of the Date of Termination.




(e)  Exclusivity
      of Benefits; Release of Claims .
      Any
      payments provided pursuant to Section 9(a) or (d) above shall be in lieu of
      any
      salary continuation arrangements under any other severance program of the
      Company. Notwithstanding anything herein to the contrary, in order to be
      entitled to the payments, rights and other entitlements in Section 9(a) or
      (d)
      above, the Executive shall be required to execute and deliver a general release
      of claims against the Company in the form supplied by the Company and not revoke
      such release within the applicable revocation period.




(f)  Nature
      of Payments .
      Any
      amounts due under this Section 9 are in the nature of severance payments
      considered to be reasonable by the Company and are not in the nature of a
      penalty.




9


(g)  Resignation .
      Notwithstanding any other provision of this Agreement, upon the termination
      of
      the Executive’s employment for any reason, unless otherwise requested by the
      Board, he shall immediately resign from the Board if he were then a member,
      from
      all boards of directors of any Affiliate of the Company of which he may be
      a
      member, and as a trustee of, or fiduciary to, any employee benefit plans of
      the
      Company or any Affiliate. The Executive hereby agrees to execute any and all
      documentation of such resignations upon request by the Company, but he shall
      be
      treated for all purposes as having so resigned upon termination of his
      employment, regardless of when or whether he executes any such
      documentation.




(h)  This
      Agreement is intended to comply with Section 409A of the Internal Revenue Code
      of 1986, as amended (the “Code”). Notwithstanding any provision herein to the
      contrary, this Agreement shall be interpreted, operated and administered
      consistent with this intent. In that regard, any payment in connection with
      the
      Executive’s termination of employment shall not be made earlier than six (6)
      months after the Date of Termination to the extent required by Code Section
      409A(a)(2)(B)(i).




10.  Confidentiality;
      Assignment of Rights .




(a)  During
      the Term and thereafter, other than in the ordinary course of performing his
      duties for the Company or as required in connection with providing any
      cooperation to the Company pursuant to Section 13 below, the Executive agrees
      that he shall not disclose to anyone or make use of any trade secret or
      proprietary or confidential information of the Company or any Affiliate of
      the
      Company, including such trade secret or proprietary or confidential information
      of any customer or other entity to which the Company owes an obligation not
      to
      disclose such information, which he acquires during the course of his
      employment, including, but not limited to, records kept in the ordinary course
      of business, except when required to do so by a court of law, by any
      governmental agency having supervisory authority over the business of the
      Company or by any administrative or legislative body (including a committee
      thereof) with apparent or actual jurisdiction to order him to divulge, disclose
      or make accessible such information. In the event the Executive is requested
      to
      disclose information as contemplated in the preceding sentence, the Executive
      agrees, unless otherwise prohibited by law, to give the Company prompt written
      notice of any request for disclosure in advance of the Executive making such
      disclosure in order to permit the Company a reasonable opportunity to challenge
      such disclosure. The foregoing shall not apply to information that (i) was
      known
      to the public prior to its disclosure to the Executive; or (ii) becomes known
      to
      the public subsequent to disclosure to the Executive through no wrongful act
      of
      the Executive or any representative of the Executive.




(b)  The
      Executive hereby sells, assigns and transfers to the Company all of his right,
      title and interest in and to all inventions, discoveries, improvements and
      copyrightable subject matter (the “rights”) which during the course of his
      employment are made or conceived by him, alone or with others, and which are
      within or arise out of any general field of the Company’s business or arise out
      of any work he performs, or information he receives regarding the business
      of
      the Company, while employed by the Company. The Executive shall fully disclose
      to the Company as promptly as available all information known or possessed
      by
      him concerning the rights referred to in the preceding sentence, and upon
      request by the Company and without any further remuneration in any form to
      him
      by the Company, but at the expense of the Company, execute all applications
      for
      patents and for copyright registration, assignments thereof and other
      instruments and do all things which the Company may deem necessary to vest
      and
      maintain in it the entire right, title and interest in and to all such
      rights.




10


(c)  Except
      as
      otherwise may be required by law, the Executive agrees that at the time of
      the
      termination of employment, whether at the instance of the Executive or the
      Company, and regardless of the reasons therefore, or at any other time requested
      by the Company, he will deliver to the Company, and not keep or deliver to
      anyone else, any and all notes, files, memoranda, papers and, in general, any
      and all physical matter and computer files and other media containing
      information, including any and all documents relating to the conduct of the
      business of the Company or any of its Affiliates which are in his possession
      or
      control, except for (i) any documents for which the Company has given written
      consent to removal at the time of termination of the Executive’s employment and
      (ii) any information the Executive reasonably believes may be necessary for
      his
      tax purposes.




11.  Non-Competition;
      Non-Solicitation .




(a)  While
      employed and for 12 months following the termination of the Executive’s
      employment with the Company, the Executive agrees that he shall not, other
      than
      in the ordinary course of performing his duties hereunder or as agreed by the
      Company in writing, engage in a “Competitive Business,” directly or indirectly,
      as an individual, partner, shareholder, director, officer, principal, agent,
      employee, trustee, consultant, or in any relationship or capacity, in any
      geographic location in which the Company or any of its Affiliates is engaged
      in
      business. The Executive shall not be deemed to be in violation of this Section
      11(a) by reason of the fact that he owns or acquires, solely as an investment,
      up to two percent (2%) of the outstanding equity securities (measured by value)
      of any entity. With respect to an entity which is engaged in both a Competitive
      Business and a non-Competitive Business, the Executive may provide services
      to
      the non-Competitive Business provided that the Competitive Business is not
      the
      principal or predominant business of such entity and the Executive does not
      render any services or advice, directly or indirectly, to the Competitive
      Business.




“Competitive
      Business” shall mean a business that the Company or any of its Affiliates is
      engaged in or intending to enter at the time of the alleged violation.




(b)  The
      Executive agrees that while employed and for a period of 12 months following
      the
      termination of the Executive’s employment with the Company, he will not, without
      the prior written consent of the Company, directly or indirectly, hire any
      employee or independent contractor of the Company or any of its Affiliates,
      or
      knowingly solicit or encourage any such employee or independent contractor
      to
      leave the employ of the Company or its Affiliates, as the case may be.




(c)  The
      Executive agrees that while employed and for a period of 12 months following
      the
      termination of the Executive’s employment with the Company, he will not, without
      the prior written consent of the Company, knowingly solicit or encourage any
      customer or supplier of the Company or any of its Affiliates to reduce or cease
      its business with the Company or any such Affiliate or otherwise knowingly
      interfere with the relationship of the Company or any Affiliate with its
      customers or suppliers.




11


12.  Injunctive
      and Other Relief .




The
      Executive expressly agrees and acknowledges any breach or threatened breach
      of
      any obligation under Section 10, 11 or 14 hereof will cause the Company
      irreparable harm for which there is no adequate remedy at law, and as a result
      of this the Company, in addition to any other remedies it may be entitled to,
      shall be entitled to the issuance by a court of competent jurisdiction of an
      injunction, restraining order or other equitable relief in favor of itself,
      without the necessity of posting a bond, restraining the Executive from
      committing or continuing to commit any such violation. If the Company defers
      or
      withholds payment of any amount otherwise payable under this Agreement on the
      basis of an asserted violation of any provision of Section 10, 11 or 14, and
      it
      is subsequently finally determined that the Executive did not commit such
      violation, the Company shall promptly pay all such unpaid amounts to the
      Executive from the date such payments should have been made under this Agreement
      until the date they are actually paid, together with interest at the prime
      rate
      set by the Citibank.




13.  Cooperation .




Following
      the Date of Termination, upon reasonable request by the Company, the Executive
      shall cooperate with the Company with respect to any litigation or other dispute
      relating to any matter in which he was involved or had knowledge during his
      employment with the Company. The Company shall reimburse the Executive for
      all
      reasonable out-of-pocket costs, such as travel, hotel and meal expenses,
      incurred by the Executive in providing any cooperation pursuant to this Section
      13. The Company shall make its attorney available to advise the Executive or
      if,
      in the reasonable opinion of the Company’s attorney, a conflict arises which
      would prevent the Company’s attorney from advising the Executive, the Company
      shall reimburse the Executive for reasonable legal fees incurred in providing
      any cooperation pursuant to this Section 13.




14.  Non-Disparagement .




The
      parties hereto shall not during the Term or thereafter denigrate, ridicule
      or
      intentionally criticize each other, their Affiliates or any of their respective
      products, services, employees, officers or directors, including, without
      limitation, by way of news interviews or the expression of personal views,
      opinions or judgments to the media.




15.  The
      Executive’s Representations .




The
      Executive represents and warrants to the Company that his entering into and
      performing his obligations under this Agreement will not violate any agreement
      between the Executive and any other person, firm or organization. The Executive
      also represents and warrants that he will not use or disclose any confidential
      or proprietary information of any prior employer in the course of performing
      his
      duties for the Company or any of its Affiliates.




16.  Assignability;
      Binding Nature .




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This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors, heirs (in the case of the Executive) and assigns.
      For purposes of this Section 16, a successor to the Company shall be limited
      to
      an entity which shall have acquired substantially all of the business and/or
      assets of the Company and shall have expressly assumed (whether by agreement
      or
      operation of law) and agreed to perform this Agreement in the same manner and
      to
      the same extent that the Company would be required to perform if no such
      succession had taken place. No rights or obligations of the Executive under
      this
      Agreement may be assigned or transferred by the Executive other than his rights
      to compensation and benefits, which may be transferred only by will, operation
      of law or in accordance with Section 23 below.




17.  Payroll
      Deductions .




All
      applicable federal, state and local withholding taxes, and deductions authorized
      by the Executive or by law, shall be deducted from all payments set forth in
      this Agreement.




18.  Entire
      Agreement .




This
      Agreement contains the entire understanding and agreement between the Parties
      concerning the subject matter hereof and supersedes all prior agreements,
      understandings, discussions, negotiations and undertakings, whether written
      or
      oral, between the Parties with respect thereto. In the event of any
      inconsistency between any provision of this Agreement and any other provision
      of
      any other plan, policy or program of, or other agreement with, the Company,
      the
      provisions of this Agreement shall control.




19.  Amendment
      or Waiver .




No
      provision in this Agreement may be amended unless such amendment is agreed
      to in
      writing and signed by the Executive and an authorized officer of the Company.
      No
      waiver by either Party of any breach by the other Party of any condition or
      provision contained in this Agreement to be performed by such other Party shall
      be deemed a waiver of a similar or dissimilar condition or provision at the
      same
      or any prior or subsequent time. Any waiver must be in writing and signed by
      the
      Party against whom it is being enforced (either the Executive or an authorized
      officer of the Company, as the case may be).




20.  Severability .




In
      the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, in whole or in part, the remaining
      provisions of this Agreement shall be unaffected thereby and shall remain in
      full force and effect to the fullest extent permitted by law.




21.  Survivorship .




The
      respective rights and obligations of the Parties hereunder, including, without
      limitation, Section 9 (termination of employment), Section 10 (confidentiality;
      assignment of rights), Section 11 (non-competition; non-solicitation), Section
      12 (injunctive and other relief), Section 13 (cooperation), Section 14
      (non-disparagement), Section 22 (indemnification and liability insurance) and
      Section 25 (resolution of disputes), shall survive any termination of the
      Executive’s employment to the extent necessary to the intended preservation of
      such rights and obligations.




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22.  Indemnification
      and Liability Insurance .




The
      Company hereby agrees that through out the Term, the Executive shall be covered
      by any general liability insurance policy, including, but not limited to, any
      directors and officers insurance, that other directors and officers of the
      Company are covered by and agrees to indemnify the Executive and hold him
      harmless, both during the Term and thereafter, to the fullest extent permitted
      under the by-laws of the Company against and in respect to any and all actions,
      suits, proceedings, claims, demands, judgments, costs, expenses (including
      reasonable attorneys’ fees), losses, and damages resulting from the Executive’s
      good faith performance of his duties as an officer or director of the
      Company.




23.  Beneficiaries/References .




The
      Executive shall be entitled, to the extent permitted under applicable plans,
      agreements or law, to select and change a beneficiary or beneficiaries to
      receive any compensation or benefit payable hereunder following the Executive’s
      death by giving the Company written notice thereof. In the event of the
      Executive’s death or a judicial determination of his incompetence, reference in
      this Agreement to the Executive shall be deemed, where appropriate, to refer
      to
      his beneficiary, estate or other legal representative.




24.  Governing
      Law .




This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the laws of Florida without reference to principles of conflicts of law,
      provided, however, that Federal law shall apply to the interpretation or
      enforcement of Section 25 below.




25.  Resolution
      of Disputes .




Except
      as
      otherwise provided in Section 12 above, any dispute arising under or relating
      to
      this Agreement shall be resolved by confidential and binding arbitration, to
      be
      held in the County of Palm Beach in the state of Florida before a single
      arbitrator in accordance with the rules and procedures of the Commercial
      Arbitration Rules of the American Arbitration Association. Judgment upon the
      award rendered by the arbitrator(s) may be entered in any court having
      jurisdiction thereof. Each Party shall be responsible for its own costs and
      expenses, including attorneys’ fees incurred in connection with the arbitration,
      and neither Party shall be liable for punitive or exemplary
      damages.




26.  Notices .




Any
      notice given to a Party shall be in writing and shall be deemed to have been
      given (i) when delivered personally, (ii) three days after being sent by
      certified or registered mail, postage prepaid, return receipt requested or
      (iii)
      two days after being sent by overnight courier (provided that a written
      acknowledgement of receipt is obtained by the overnight courier), with any
      such
      notice duly addressed to the Party concerned at the address indicated below
      or
      to such other address as such Party may subsequently give such notice of in
      accordance with this Section 26:




14





If
      to the
      Company: GVI
      Security Solutions Inc.


2801
      Trade Center Drive


Carrolton,
      TX 75007


Attention:
      Chairman of the Board of Directors




If
      to the
      Executive: Joseph
      Restivo


2815
      NW
      45 th Street


Boca
      Raton, FL 33434





27.  Excise
      Tax .




Notwithstanding
      anything in this Agreement to the contrary, in the event that any payment,
      distribution, grant, vesting or benefit made or provided to or for the benefit
      of the Executive in connection with this Agreement or his employment with the
      Company or the termination thereof (a “Change in Control Payment”) is determined
      to be subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the
      Code (or any successor to such section), if it is determined that, on an
      after-Excise Tax basis, the Executive’s economic benefit would be increased if
      the Company reduced the Change in Control Payments to be provided to the
      Executive to the extent necessary to avoid the imposition of the Excise Tax,
      the
      Company shall reduce such Change in Control Payments to the Executive. The
      determination regarding the Excise Tax will be made by an expert on the issues
      related to the Excise Tax selected by the Company and approved by the Executive.
      The same expert will be used for the determination of any other Excise Taxes
      due
      relating to a Change in Control for any other employee of the Company. In making
      its determination regarding the Excise Tax, the expert shall take into account
      all facts and circumstances, including without limitation, the fact that part
      of
      the Change in Control Payments is being paid by the Company to the Executive
      in
      consideration for the non-compete and non-solicitation covenants contained
      in
      Section 11 hereof.




28.  Headings .




The
      headings of the sections contained in this Agreement are for convenience only
      and shall not be deemed to control or affect the meaning or construction of
      any
      provision of this Agreement.




29.  Counterparts .




This
      Agreement may be executed in two or more counterparts.




[The
      remaining part of this page was intentionally left blank.]




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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:
      __________________________________




Name:


Title:








THE
      EXECUTIVE











_____________________________________


Joseph
      Restivo








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