AMENDMENT

       

      This
        AMENDMENT (this “Amendment”),
        dated
        effective as of May 26, 2006, is entered into by and between GVI SECURITY
        SOLUTIONS, INC., a Delaware corporation (the “Company”), and
        LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”),
        for
        the purpose of amending the terms of (i) that certain Secured Convertible
        Term
        Note, dated as of May 27, 2004 in the original principal amount of $5,000,000
        issued by the Company to Laurus (as amended, modified and/or supplemented
        from
        time to time, the “Term
        Note”);
        (ii)
        that certain Common Stock Purchase Warrant for the purchase of 940,000 shares
        of
        the Company’s Common Stock, dated as of May 27, 2004 (“Warrant
        1”);
        (ii)
        that certain Common Stock Purchase Warrant for the purchase of 150,000 shares
        of
        the Company’s Common Stock, dated as of August 19, 2004 (“Warrant
        2”);
        and
        (iii) that certain Common Stock Purchase Warrant for the purchase of 250,000
        shares of the Company’s Common Stock, dated as of December 1, 2004 (“Warrant
        3”,
        and
        together with Warrant 1 and Warrant 2, the “Warrants”).
        The
        Warrants, together with the Related Agreements (as defined in the Securities
        Purchase Agreement, dated as of May 27, 2004, between the Company and Laurus
        (the “Securities
        Purchase Agreement”))
        are
        referred to herein as the “Loan
        Documents”.
        Capitalized terms used herein without definition shall have the meanings
        ascribed to such terms in the Securities Purchase Agreement.

       

      WHEREAS,
        the Company and Laurus have agreed to make certain changes to the Loan Documents
        as set forth herein; and

       

      NOW,
        THEREFORE, in consideration of the above, and for other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto agree as follows:

      


      1. Section
        1.2 of the Term Note is hereby deleted and replaced in its entirety with
        the
        following:

      


      1.2 Minimum
        Monthly Principal Payments.
        Amortizing payments of the aggregate principal amount outstanding under this
        Note at any time (the “Principal
        Amount”)
        shall
        begin on the first business day in September, 2004 and shall recur and be
        due
        and payable on the first business day of each succeeding month thereafter
        until
        the Maturity Date (each, an “Amortization
        Date”)
        as set
        forth in the table below:

      
        	 	 	 	 
	
                Month

              	
                Principal
                  Amount

              	
                Month

              	
                Principal
                  Amount

              
	
                9/04

              	
                $75,000

              	
                4/06

              	
                $150,000

              
	
                10/04

              	
                $75,000

              	
                5/06

              	
                $150,000

              
	
                11/04

              	
                $75,000

              	
                6/06

              	
                $100,000

              
	
                12/04

              	
                $75,000

              	
                7/06

              	
                $100,000

              
	
                1/05

              	
                $75,000

              	
                8/06

              	
                $100,000

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	 	 	 
	
                2/05

              	
                $75,000

              	
                9/06

              	
                $100,000

              
	
                3/05

              	
                $75,000

              	
                10/06

              	
                $100,000

              
	
                4/05

              	
                $75,000

              	
                11/06

              	
                $100,000

              
	
                5/05

              	
                $75,000

              	
                12/06

              	
                $100,000

              
	
                6/05

              	
                $150,000

              	
                1/07

              	
                $190,000

              
	
                7/05

              	
                $150,000

              	
                2/07

              	
                $190,000

              
	
                8/05

              	
                $150,000

              	
                3/07

              	
                $190,000

              
	
                9/05

              	
                $150,000

              	
                4/07

              	
                $190,000

              
	
                10/05

              	
                $150,000

              	
                5/07

              	
                $1,065,000   
                  

              
	
                11/05

              	
                $150,000

              	 	 
	
                12/05

              	
                $150,000

              	 	 
	
                1/06

              	
                $150,000

              	 	 
	
                2/06

              	
                $150,000

              	 	 
	
                3/06

              	
                $150,000

              	 	 


      

      


      2. Section
        (d) in the preamble of each Warrant is hereby deleted in its entirety and
        replaced with the following new sentence in lieu thereof:

      


      The
        "Exercise Price" applicable under this Warrant shall be $0.60.

       

      3. The
        amendment set forth herein shall be effective as of the date first above
        written
        (the “Amendment
        Effective Date”)
        on the
        date when each of the Company and Laurus shall have executed and the Company
        shall have delivered to Laurus its respective counterpart to this
        Amendment.

      


      4. Except
        as
        specifically set forth in this Amendment or other written Amendments previously
        entered into by the Company and Laurus, there are no other amendments,
        modifications or waivers to the Loan Documents, and all of the other forms,
        terms and provisions of the Loan Documents remain in full force and
        effect.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      5. 
        The
        Company hereby represents and warrants to Laurus that (i) no Event of Default
        exists on the date hereof, after giving effect to this Amendment, (ii) on
        the
        date hereof all representations, warranties and covenants made by the Company
        in
        connection with the Loan Documents are true, correct and complete and (iii)
        on
        the date hereof all of the Company’s and its Subsidiaries’ covenant requirements
        have been met.

      


      6. From
        and
        after the Amendment Effective Date, all references in the Loan Documents
        to any
        of the Loan Documents shall be deemed to be references to such Loan Documents
        as
        modified hereby.

      


      7. From
        and
        after the Amendment Effective Date, and at least until December 31, 2006,
        (i)
        Laurus’s current dilution reserve imposed against Accounts Availability (as
        defined in the Security Agreement, dated as of May 27, 2004, between the
        Company
        and Laurus (the “Security
        Agreement”))
        shall
        not be greater than 7% and (ii) Laurus’s current reserves imposed against
        Inventory Availability (as defined in the Security Agreement) shall not be
        greater than $2,000,0000 in the aggregate.

      


      8. This
        Amendment shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforceable by each of the parties hereto and their respective successors
        and
        permitted assigns. THIS
        AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE
        LAW OF THE STATE OF NEW YORK.
        This
        Amendment may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which shall constitute one instrument. 

      


       

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          3

          
            

          

        

        
           

        

      



      IN
        WITNESS WHEREOF,
        each of
        the Company and Laurus has caused this Amendment to the Loan Documents to
        be
        signed in its name effective as of this 26th day of May, 2006.

       

      
        	 	
                GVI
                  SECURITY SOLUTIONS, INC.

              
	 	 
	 	 
	 	
                By:________________________________

              
	 	
                     
                  Name:

              
	 	
                     
                  Title:

              
	 	 
	 	
                LAURUS
                  MASTER FUND, LTD.

              
	 	 
	 	 
	 	
                By:______________________________

              
	 	
                Name:

              
	 	
                Title: