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.

                                     FORM OF
                        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"),
__________ fully paid, validly issued and nonassessable  shares of common stock,
$.001 par value,  of the Company  ("Common  Stock") at a price of _________  per
share  at any  time  or from  time to time  during  the  five-year  period  (the
"Exercise Period")  commencing on __________ __, 200_ (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


<PAGE>


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.

      (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


                                       2
<PAGE>


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.

      (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)   [THIS  SECTION  ONLY IF NO  PLACEMENT  BY APRIL 1,  2005]  [DOWNWARD
ADJUSTMENT.  IN THE EVENT THE SUBORDINATED  SECURED PROMISSORY NOTE (THE "NOTE")
DATED AS OF  OCTOBER  29,  2004  ISSUED  TO THE  HOLDER IN  CONNECTION  WITH THE
ISSUANCE  OF THIS  WARRANT  IS NOT REPAID IN FULL,  PRIOR TO JULY 1,  2005,  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 JULY 1, 2005, 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  THE NOTE IS NOT  REPAID IN FULL,
PRIOR TO  OCTOBER  1, 2005,  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 OCTOBER
1, 2005,  AS REPORTED BY THE  APPLICABLE  MARKET.  WHENEVER THE  EXERCISE  PRICE
PAYABLE UPON EXERCISE OF THIS 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.]

      (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


                                       3
<PAGE>


            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.

            (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.


                                       4
<PAGE>


      (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: __________ __, 200_






                                       6
<PAGE>


KRONISHLIEB 561151v6
                                  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:________________________________