GVI
      SECURITY SOLUTIONS, INC.

    
      NONEMPLOYEE
        DIRECTORS’ STOCK PLAN

    

     

    ARTICLE
      I
PURPOSE

     

    1.1 The
      GVI
      Security Solutions, Inc. Nonemployee Directors’ Stock Plan (the “Plan”) is
      intended to advance the interests of GVI Security Solutions, Inc. (the
“Company”) and its stockholders by attracting, retaining, compensating and
      motivating the performance of the Company’s Nonemployee Directors (as defined in
      Article VII) and to encourage and enable such directors to acquire and retain
      a
      proprietary interest in the Company by ownership of its stock.

     

    ARTICLE
      II

    ADMINISTRATION

     

    2.1 Board
      Authority.
      Subject
      to the express provisions of the Plan and the powers granted to the Board,
      the
      Committee shall have discretionary authority to interpret the Plan, to
      prescribe, amend and rescind rules and regulations relating to it, to determine
      the details and provisions of each Equity Grant, and to make all the
      determinations necessary or advisable in the administration of the Plan. All
      such actions and determinations by the Committee shall be conclusively binding
      for all purposes and upon all persons. The Committee shall not be liable for
      any
      action or determination made in good faith with respect to the Plan or any
      Equity Grant under the Plan.

     

    ARTICLE
      III

    SHARES
      OF STOCK SUBJECT TO PLAN

     

    3.1 Number
      of Shares.
      Subject
      to adjustment pursuant to the provisions of this Section 3.1, the maximum number
      of shares of Common Stock which may be issued hereunder shall be 400,000 shares;
      provided, that in the event of a recapitalization, reclassification, stock
      dividend, stock split, stock combination or other relevant change affecting
      the
      capitalization of the Company, the number of shares issuable under the Plan
      shall be appropriately adjusted. Shares of Common Stock issued under the Plan
      may be either authorized but unissued shares or shares held in the Company’s
      treasury, which includes shares repurchased in the open market.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    EQUITY
      GRANTS

     

    4.1 Monthly
      Grant.
      On the
      15th
      of each
      month (the “Grant Date”), the Company shall grant to each Nonemployee Director
      an Equity Grant with respect to shares of Common Stock having a Fair Market
      Value equal to $1,000.00, such that the number of shares of Common Stock subject
      to such Equity Grant shall be equal to the number determined by dividing
      $1,000.00 by the Fair Market Value of a share of Common Stock on the Grant
      Date.
      If the Grant Date falls on a weekend or a holiday, the Fair Market Value shall
      be determined as of the immediately preceding business day. If a Nonemployee
      Director is terminated before the monthly Grant Date, the Nonemployee Director
      shall not receive an Equity Grant on such Grant Date.

    4.2 Discretionary
      Grants.
      In
      addition to the automatic grants provided for above, the Committee may recommend
      for Board approval discretionary Equity Grants to any Nonemployee Director
      in
      accordance with the provisions of this Section 4.2. The Committee shall select
      the Nonemployee Directors who will receive any such Equity Grant under this
      Section 4.2 and determine the number of shares subject to any such Equity Grant,
      which shall be subject to Board approval.

    4.3 Issuance
      of Common Stock and Stock Units.
      On each
      Grant Date, the Company shall issue to each Nonelecting Nonemployee Director
      receiving an Equity Grant on such Grant Date the number of shares of Common
      Stock subject to the Equity Grant. In addition, on each Grant Date, the Company
      shall issue to each Electing Nonemployee Director receiving an Equity Grant
      on
      such Grant Date the number of Share Units subject to the Equity
      Grant.


    
      
        
        

      

      
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    4.4 Rights
      with Respect to Common Stock.
      Each
      share of Common Stock issued pursuant to the Plan shall be issued in the name
      of
      the Nonemployee Director. A Nonemployee Director shall have no rights as a
      stockholder with respect to shares covered by an Equity Grant until the date
      such Nonemployee Director is the holder of record of such shares. 

    4.5 Fractional
      Shares.
      The
      Company shall not be required to issue fractions of shares of Common Stock.
      Whenever under the terms of the Plan a fractional share would be required to
      be
      issued, the number of shares to be issued on the relevant issuance date shall
      be
      rounded to the nearest whole number.

     

    ARTICLE
      V

    
      STOCK
        UNIT ELECTIONS

    

     

    5.1 Generally,
      a Nonemployee Director may make a Stock Unit Election with respect to the Equity
      Grants to be made in a calendar year at any time not later than the last day
      of
      the immediately preceding calendar year. Notwithstanding the foregoing, a
      Nonemployee Director may make a Stock Unit Election during the thirty (30)
      day
      period commencing with the adoption of the Plan and such election shall be
      effective for each Grant Date in calendar year 2005 after the election is made.
      In the case of a new Nonemployee Director, the Nonemployee Director may make
      a
      Stock Unit Election during the thirty (30) day period commencing with the date
      he or she becomes a Nonemployee Director and such election shall be effective
      for each Grant Date following such election in the calendar year in which such
      election is made. 

    5.2 
      Unless
      otherwise permitted by the Board or the Committee, a separate Stock Unit
      Election must be made with respect to each calendar year. Each election shall
      be
      irrevocable and shall be made in such manner and in accordance with such rules
      as may be prescribed for this purpose by the Board or the
      Committee.


    
      
        
        

      

      
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    5.3 At
      the
      time a Nonemployee Director makes a Stock Unit Election, he or she shall
      irrevocably select the date on which shares of Common Stock shall be issued
      to
      the Nonemployee Director with respect to the Stock Units. The date on which
      the
      shares of Common Stock shall be issued to the Nonemployee Director with respect
      to a Stock Unit shall be specified in the Stock Unit Election and based on
      (i) a
      specific date selected by the Nonemployee Director in the Stock Unit Election,
      (ii) the termination of the Nonemployee Director’s status as a Director, (iii)
      the Nonemployee Director’s death, and/or (iv) upon a Change in Control of the
      Company as defined for purposes of Section 409A of the Internal Revenue Code
      of
      1986, as amended.

     

    ARTICLE
      VI

    EFFECTIVE
      DATE, TERMINATION AND AMENDMENT

     

    6.1 Effective
      Date.
      The
      effective date of the Plan is October 20, 2005. 

    6.2 Termination.
      The
      Plan shall terminate on October 20, 2015, provided that the Board may at any
      time terminate the Plan earlier. Notwithstanding the foregoing, no termination
      of the Plan shall in any manner affect any previously issued Equity Grant
      without the consent of the Nonemployee Director who received the Equity
      Grant.

    6.3 Amendment.
      The
      Board may at any time and from time to time and in any respect, amend or modify
      the Plan; provided, however, that shareholder approval shall be required to
      the
      extent necessary to comply with the rules of any exchange on which the Common
      Stock trades. Notwithstanding the foregoing, no amendment or modification of
      the
      Plan shall in any manner affect any previously issued Equity Grant without
      the
      consent of the Nonemployee Director who received the Equity Grant. 

     


    
      
        
        

      

      
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    ARTICLE
      VII

    MISCELLANEOUS

     

    7.1 Rights
      as Shareholder.
      Nothing
      contained herein relating to any grant of an Equity Grant shall create an
      obligation on the part of the Company to repurchase any shares of Common Stock
      issued hereunder.

    7.2 Service
      on Board.
      Nothing
      in the Plan or any Equity Grant shall confer upon any Nonemployee Director
      the
      right to continue service as a member of the Board, nor shall it create any
      obligation on the part of the Board or the Committee to nominate any Nonemployee
      Director for reelection by the Company’s stockholders.

    7.3 Compliance
      with Law.
      The
      Plan and the obligations of the Company to issue or transfer shares of Common
      Stock hereunder shall be subject to all applicable laws and regulations and
      to
      approvals by any governmental or regulatory agency as may be required. The
      Committee may revoke an Equity Grant if it is contrary to law or modify an
      Equity Grant to bring it into compliance with any valid and mandatory law or
      government regulation. 

    7.4 Plan
      Binding on Successors.
      The
      Plan shall be binding upon the Company, its successors and assigns, and each
      Nonemployee Director, such Nonemployee Director’s executor, administrator and
      transferees.

    7.5 Construction
      and Interpretation.
      Whenever used herein, nouns in the singular shall include the plural, and the
      masculine pronoun shall include the feminine gender. Headings of Articles and
      Sections hereof are inserted for convenience and reference and constitute no
      part of the Plan.

    7.6 Severability.
      If any
      provision of the Plan or any Equity Grant shall be determined to be illegal
      or
      unenforceable by any court of law in any jurisdiction, the remaining provisions
      hereof and thereof shall be severable and enforceable in accordance with their
      terms, and all provisions shall remain enforceable in any other
      jurisdiction.


    
      
        
        

      

      
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    7.7 Governing
      Law.
      The
      validity and construction of the Plan and of any Equity Grant shall be governed
      by the laws of the State of New York.

     

    ARTICLE
      VIII

    DEFINITIONS

     

    8.1 “Board”
      means the Board of Directors of the Company.

    8.2 “Committee”
      means the Compensation Committee of the Board or such other committee of the
      Board as may be designated by the Board from time to time to administer the
      Plan. 

    8.3 “Common
      Stock” means the Company’s common stock, par value $.001 per share.

    8.4 “Company”
      means GVI Security Solutions, Inc.

    8.5 “Electing
      Nonemployee Director” means a Nonemployee Director who has made an effective
      Stock Unit Election with respect to a Grant Date.

    8.6 “Equity
      Grant” means an award under the Plan which shall result in an immediate issuance
      of shares of Common Stock or Stock Units.

    8.7 “Fair
      Market Value” means the means the closing price for the Common Stock as
      officially reported on the relevant date (or if there were no sales on such
      date, on the next preceding date on which such closing price was recorded)
      by
      the principal national securities exchange on which the Common Stock is listed
      or admitted to trading, or, if the Common Stock is not listed or admitted to
      trading on any such national securities exchange, the closing price as quoted
      by
      the NASD or Nasdaq or a similar organization if the NASD or Nasdaq is no longer
      reporting such information, or, if the Common Stock is not quoted by the NASD
      or
      Nasdaq, as determined in good faith by resolution of the Committee (whose
      determination shall be conclusive), based on the best information available
      to
      it.


    
      
        
        

      

      
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    8.8 “Nonemployee
      Director” means any member of the Board who is not an employee of the Company;
      provided, however, that Howard Safir shall be deemed not to be a Nonemployee
      Director during any period that he, The November Group, Ltd. or any other
      affiliate of his is compensated as a consultant to the Company.

    8.9 “Plan”
      means this GVI Security Solutions, Inc. Nonemployee Directors’ Stock
      Plan.

    8.10 “Stock
      Unit” means a contractual right to receive payment of one share of Common Stock
      in accordance with the conditions set forth in Articles IV and V hereof or
      conditions established by the Board or the Committee.

    8.11 “Stock
      Unit Election” means an election made by a Nonemployee Director to have Stock
      Units issued to him or her on a Grant Date in lieu of shares of Common
      Stock.

    8.12 “Nonelecting
      Nonemployee Director” means a Nonemployee Director who has not made an effective
      Stock Unit Election with respect to a Grant Date.

     


    
      
        
        

      

      
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