THIS NOTE AND THE  SECURITIES  ISSUABLE ON  CONVERSION  HEREOF
      HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE  "SECURITIES  ACT"), OR STATE  SECURITIES LAW AND
      MAY NOT BE TRANSFERRED OR SOLD UNLESS (I) REGISTERED UNDER THE
      SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) AN
      EXEMPTION FROM  REGISTRATION  IS AVAILABLE AT THE TIME OF SUCH
      TRANSFER OR SALE.


                          GVI SECURITY SOLUTIONS, INC.


                    Subordinated Convertible Promissory Note


$500,000                                                  As of October 29, 2004

      FOR VALUE RECEIVED, GVI SECURITY SOLUTIONS, INC., a Delaware corporation
("Borrower"), hereby promises to pay to the order of ______________ (the
"Payee"), with an address at _____________________________________________, on
the earlier of (i) the closing of a public or private offering of the equity
securities of the Borrower following the date hereof resulting in aggregate
gross proceeds to Borrower of at least $1,500,000 (a "Qualified Offering"); (ii)
the sale of all or substantially all of the assets of Borrower or the
consummation of a merger of Borrower in which the stockholders of Borrower prior
to the merger hold less than 50% of the voting power of the surviving entity
following such merger (a "Change of Control"), or (iii) October 29, 2005 (the
earlier of such dates being the "Maturity Date"), the principal sum of FIVE
HUNDRED THOUSAND DOLLARS ($500,00), together with all interest that has accrued
thereon from the date hereof in accordance with the terms of this Subordinated
Secured Promissory Note (this "Note").

      Interest on the  outstanding  principal  balance of this Note shall accrue
from the date hereof until paid in full at the rate of 12% per annum, calculated
on the basis of a 365 day year,  and shall be due and payable on the last day of
each month commencing November 30, 2004.

      The payment of principal of and  interest on this Note is  subordinate  to
the payment of the  indebtedness  of Borrower to Laurus  Master Fund Ltd. in the
manner and to the extent  provided for in that certain  Subordination  Agreement
between  Laurus Master Fund Ltd.,  Payee and the payees under  promissory  notes
(the "Other  Notes") of the Borrower of like tenor of even date  herewith  (such
payees, together with the Payee, the "Holders").

      This Note is secured by a Security  Agreement  of the  Company in favor of
W-net,  Inc., as collateral agent for the Holders  covering certain  collateral,
all as more particularly  described and provided therein, and is entitled to the
benefits thereof.


<PAGE>


      Upon the occurrence of any of the following (each, an "Event of Default"),
other than the Events of Default  referred to in clause (b) or (c) below,  Payee
may declare by notice to Borrower any and all obligations of Borrower  hereunder
to be  immediately  due and  payable,  and upon the  occurrence  of any Event of
Default  referred  to in clause (b) or (c)  below,  any and all  obligations  of
Borrower  hereunder  shall  automatically  become  due and  payable  immediately
without notice or demand:

            (a)  Borrower  shall  default in the payment of any amount due under
      this Note and shall not cure such  default  within 5  business  days after
      Borrower receives written notice of such default from Payee;

            (b) Borrower shall (i)  voluntarily  commence any proceeding or file
      any petition  seeking  relief under Title 11 of the United  States Code or
      any other  Federal or state  bankruptcy,  insolvency  or similar law, (ii)
      consent  to the  institution  of, or fail to  controvert  in a timely  and
      appropriate  manner,  any  such  proceeding  or the  filing  of  any  such
      petition,  (iii)  apply for or consent to the  employment  of a  receiver,
      trustee,  custodian or similar  official for Borrower or for a substantial
      part  of  its  property,  (iv)  file  an  answer  admitting  the  material
      allegations  of a petition  filed against it in any such  proceeding,  (v)
      make a general assignment for the benefit of its creditors,  (vi) admit in
      writing  its  inability  to pay its debts as they  come due or (vii)  take
      corporate action for the purpose of effecting any of the foregoing; or

            (c) an involuntary  proceeding  shall be commenced or an involuntary
      petition shall be filed in a court of competent  jurisdiction  seeking (i)
      relief in respect of Borrower or of a  substantial  part of its  property,
      under  Title 11 of the United  States  Code or any other  Federal or state
      bankruptcy, insolvency or similar law, (ii) the appointment of a receiver,
      trustee,  custodian or similar  official for Borrower or for a substantial
      part of its property or (iii) the  winding-up or  liquidation of Borrower;
      and such proceeding or petition shall continue  undismissed for 60 days or
      an order or  decree  approving  or  ordering  any of the  foregoing  shall
      continue unstayed and in effect for 60 days.

      Following  the  occurrence  and  during  the  continuance  of an  Event of
Default, interest on this Note shall automatically be increased by three percent
(3%) per annum until such Event of Default is cured or waived.

      This Note incorporates the following additional terms:

      1. Payee by acceptance of this Note  covenants and  represents to Borrower
that this Note and any securities issued on exercise of the conversion privilege
contained  herein are being acquired by the Payee without a view to distribution
and that the Payee will at no time  transfer,  assign or dispose of this Note or
such securities except in compliance with the requirements of the Securities Act
of 1933, as amended, and applicable state securities laws.


                                       2
<PAGE>


      2. Borrower may prepay this Note without any penalty or premium,  in whole
or from time to time in part,  upon written  notice given at least five business
days prior to the date fixed for such prepayment,  subject to the right of Payee
to  exercise  its  conversion  rights  hereunder,  if this  Note  shall  then be
convertible pursuant to Section 3 below, with respect to the unpaid principal of
and interest  accrued on this Note,  at any time after the giving of such notice
until the time of such  prepayment.  All  payments  received  by Payee  shall be
applied first to the payment of all accrued interest payable hereunder.

      3. (a) Subject to and upon  compliance with the provisions of this Section
3 and  Section 4, in the event this Note has not been repaid in full on or prior
to March 31, 2005, the Payee may, at its option, at any time thereafter, convert
the entire principal amount of this Note,  together with all accrued interest on
the  principal   portion  hereof  being  so  converted,   into  fully  paid  and
non-assessable  shares of the Borrower's common stock, par value $.001 per share
("Common Stock") at a price equal to $1.50 per share (the  "Conversion  Price"),
provided, however, that (i) in the event a Qualified Offering is not consummated
and this Note repaid in full prior to July 1, 2005, the  Conversion  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 a Qualified Offering is not consummated and this Note repaid in full prior
to October 1, 2005, the Conversion 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. In determining the price per share of Common
Stock  paid by such  investors,  in the  event  such  investors  purchase  units
consisting  of Common  Stock and  warrants to  purchase  Common  Stock,  for the
purposes hereof, the entire amount of the purchase price for such units shall be
allocated to the shares of Common Stock included in such units.

            (b) The  Conversion  Price  shall  also be  subject  to  appropriate
decrease  or  increase,  as the case may be, if the  Borrower  shall at any time
after the date hereof:

                  (i)  declare  with  respect  to any  shares of the  Borrower's
            stock,  any  dividend  or  distribution  payable in shares of Common
            Stock or in securities  directly or indirectly  convertible  into or
            exchangeable  for shares of Common Stock (but only upon the issuance
            of shares of Common Stock  following  the  conversion or exchange of
            such securities), or

                  (ii) subdivide or combine outstanding shares of Common Stock.


                                       3
<PAGE>


            (c)  In  case  of  any  reclassification,   change  or  exchange  of
outstanding  shares  of  Common  Stock  (except  for a change  as a result  of a
subdivision or combination of such shares),  or in case of any  consolidation of
the Borrower with, or merger of the Borrower into, another  corporation  (except
for a  merger  or a  consolidation  in  which  the  Borrower  is the  continuing
corporation  and  which  does not  result  in any  reclassification,  change  or
exchange of  outstanding  shares of Common Stock other than a change as a result
of a subdivision or  combination of such shares),  or in case of any transfer to
another   corporation   of  the  assets  of  the  Borrower  as  an  entirety  or
substantially  as an entirety,  or if the Borrower  shall  declare a dividend or
distribution  (except in shares of Common  Stock or in  securities  directly  or
indirectly convertible into or exchangeable for shares of Common Stock) upon the
shares of Common Stock  payable  otherwise  than in cash out of earned  surplus,
this Note shall  thereafter  be  convertible  pursuant to this Section 3 (to the
extent  this Note is then  convertible)  into the kind and  amount of shares and
other  securities  and  property  that the Payee would have earned or would have
been  entitled  to  receive  immediately  after such  reclassification,  change,
exchange,  consolidation,  merger, transfer, dividend or distribution,  had this
Note  been   converted   immediately   prior  to  the  effective  date  of  such
reclassification,   change,  exchange,  consolidation,  merger  or  transfer  or
immediately  prior to the date for the  determination  of  security  holders  of
record entitled to receive such dividend or distribution.

            (d) At the  option  of the  Payee,  to  avoid  the  issuance  of any
fractional  shares  upon  any  conversion  (to  the  extent  this  Note  is then
convertible),  adjustment therefor may be made in cash in an amount equal to the
same fraction of the Conversion Price in effect on the date of such conversion.

            (e) Borrower shall provide  five-days  prior written notice to Payee
prior to the  consummation  of a Qualified  Offering  occurring  after March 31,
2005.

      4. To exercise the conversion privilege at any time when such privilege is
exercisable in accordance with the terms of this Note, the Payee shall surrender
this Note, with the attached form of Conversion  Notice duly  completed,  to the
Borrower at the  principal  office of the Borrower or at such other place as the
Borrower may designate.  As promptly as practicable after surrender of this Note
as aforesaid  but in no event later than three  business  days  thereafter,  the
Borrower shall issue and deliver to the Payee a certificate or certificates  for
the  number of shares  of Common  Stock  and/or  other  securities  issuable  or
deliverable  upon the conversion of this Note or such designated  portion hereof
in accordance  herewith and cash in respect of any fraction of a share of Common
Stock for which the Payee has elected to receive cash. Such conversion  shall be
deemed  to have been  effected  at the time when  such  notice  shall  have been
received by the Borrower and this Note shall have been surrendered as aforesaid,
and the person in whose name any certificate for shares of Common Stock or other
securities shall be issuable upon such conversion shall be deemed to have become
on such date the holder of record of the shares or other securities  represented
thereby.

      5. The Borrower  covenants and agrees that it will at all times  following
March  1,  2005,  to the  extent  this  Note is  outstanding,  reserve  and keep
available such number of its duly authorized and unissued shares of Common Stock
as shall from time to time be sufficient  to effect the  conversion of this Note
and the exercise or conversion of all other outstanding  securities  exercisable
or  convertible  with respect to shares of Common Stock and that, if at any time
the  number of  authorized  but  unissued  shares of Common  Stock  shall not be
sufficient to effect the  conversion of this Note and the exercise or conversion
of all other outstanding  securities  exercisable or convertible with respect to
shares of Common Stock at the Conversion Price then in effect, the Borrower will
take such corporate  action as may, in the opinion of its counsel,  be necessary
to increase its authorized but unissued shares of Common Stock to such number as
shall be sufficient for such purpose.


                                       4
<PAGE>


      6. In any case where any payment of  interest  on, or  principal  of, this
Note shall be required to be made on a Sunday or a legal holiday in the State of
New York or a day on which banking  institutions  doing business in the State of
New York are authorized by law to close,  then such payment shall be made on the
next  succeeding  business day and such additional time shall be included in the
computation of interest.

      7. The agreements, undertakings,  representations and warranties contained
in this Note shall remain operative and in full force and effect and, subject to
payment in full of all principal and interest due hereon,  and shall survive the
surrender  and/or  delivery of this Note to the  Borrower  for  cancellation  or
otherwise in connection with the transfer hereof.

      8. Except as herein otherwise expressly provided,  all notices,  requests,
demands, consents and other communications required or permitted under this Note
shall be in  writing  and shall be  considered  to have been duly given when (i)
delivered by hand, (ii) sent by telecopier  (with receipt  confirmed),  provided
that a copy is mailed (on the same date) by certified or registered mail, return
receipt requested,  postage prepaid, or (iii) received by the addressee, if sent
by Express Mail,  Federal Express or other reputable  express  delivery  service
(receipt  requested),  or by first class  certified or registered  mail,  return
receipt requested,  postage prepaid,  in each case to the appropriate  addresses
and  telecopier  numbers  set  forth  below  (or to  such  other  addresses  and
telecopier  numbers as a person whose address is herein  specified may from time
to time  designate  as to  itself by notice  similarly  given to the other  such
designees in  accordance  herewith).  A notice of change of address shall not be
deemed given until received by the addressee.  Notices shall be addressed (i) if
to the Payee,  at its address set forth  above,  and (ii) if to the  Borrower or
Borrower,  at 2801 Trade Center Drive, Suite 120, Carollton,  Texas 75007, Attn:
Nazzareno E. Paciotti.

      9.  Borrower  hereby  waives  presentment,  demand for payment,  notice of
dishonor, protest and notice of protest of this Note. No waiver of any provision
of this Note, or any agreement or  instrument  evidencing or providing  security
for this Note,  made by agreement of Payee and any other person or party,  shall
constitute a waiver of any other terms hereof, or otherwise release or discharge
the  liability of Borrower  under this Note. No failure to exercise and no delay
in exercising,  on the part of Payee,  any right,  power or privilege under this
Note shall operate as a waiver  thereof nor shall simple or partial  exercise of
any right, power or privilege preclude any other or further exercise thereof, or
the exercise of any other  power,  right or  privilege.  The rights and remedies
herein  provided are  cumulative and are not exclusive of any rights or remedies
provided by law.

      10. Any provision of this Note that is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


                                       5
<PAGE>


      11. This Note is governed by and to be  construed in  accordance  with the
laws of the State of New York  without  regard to its  doctrine  of  conflict of
laws.  Borrower,  by its execution hereof (i) agrees that any legal suit, action
or proceeding  arising from or related to this Note may be instituted in a state
or federal  court  located in the State of New York;  (ii) waives any  objection
which it may now or  hereafter  have to the  laying  of venue of any such  suit,
action or proceeding;  and (iii) irrevocably  submits to the jurisdiction of any
such court in any such suit, action or proceeding.



                                          GVI SECURITY SOLUTIONS, INC.


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



                                       6
<PAGE>


                              NOTICE OF CONVERSION

To be  executed  by the owner of the  attached  Note if such  owner  desires  to
convert the attached Note:


The undersigned owner of the attached Note hereby

      [_]   irrevocably exercises the option to convert such Note into shares of
            Common  Stock of GVI  Security  Solutions,  Inc.  ("GVI  Shares") in
            accordance with the terms of such Note,


      [_]   elects to receive payment in cash for any fractional  share issuable
            upon such conversion,


and directs that the GVI Shares issuable and deliverable  upon such  conversion,
together  with any  check in  payment  for any  fractional  share as to which an
election to receive cash is made above, be delivered to the undersigned.


Dated:                                      ____________________________________





                                       7