INTELLECTUAL
PROPERTY ASSIGNMENT AGREEMENT

    


    This
Intellectual Property Assignment Agreement (“Agreement”)
is made and entered into this 18th day of
May, 2009 (“Effective
Date”), by and between GVI
Security Video Management Solutions, LLC  (“GVI”), a
Delaware limited liability company with its principal place of business in 2801
Trade Center Dr., Suite 120, Carrollton, TX 75007;  GVI
Solutions, Inc. (“Parent”),
a Delaware corporation with its principal place of business in 2801 Trade Center
Dr., Suite 120, Carrollton, TX 75007;  PacketNVR,
LLP (“PNVR”) an
Illinois  limited liability partnership with its principal place of
business in 1043 Catherine Avenue, Naperville, IL 60540; and Omeon,
Inc. (“Omeon”),
an Iowa corporation  with its principal place of business in 7312
Beckett Drive, NE, Cedar Rapids, IA 52402. Each of GVI, PNVR and Omeon a “Party”,
and collectively the “Parties”.

     

    RECITALS

     

    A.           GVI
desires that PNVR assign to GVI the PacketNVR software, Version 1.1, identified
in Exhibit A attached
hereto, as well as the “Razberi” hardware design, including, without limitation,
all Intellectual Property Rights (as described below) embodied therein, and all
technology and materials embodied in the foregoing, collectively, such
rights, technology and materials, including object code and source code, the
“Technology.”

     

    B.           PNVR
is willing to assign the Technology and all Intellectual Property rights in
connection therewith, subject to the terms and conditions set forth in this
Agreement.

     

    C.           GVI
will compensate PNVR for such assignment as per the terms of this
Agreement.

     

    D.           GVI
is a wholly-owned subsidiary of Parent, and Parent will guaranty the payment
obligations of GVI hereunder.

     

    E.           GVI
is contracting Omeon to support version 1.1 of the PacketNVR software, as well
as further developments of the PacketNVR software pursuant to the “Software Support
and Development Agreement” and to support other software, if any,
acquired by GVI pursuant to the “Option
Agreement” between GVI and Omeon.

     

    AGREEMENT

     

    In
consideration for the mutual covenants set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Definitions.

     

    1.1 “Intellectual
Property” shall mean any and all rights existing from time to time under
patent law, copyright law, trademark law, trade secret law, unfair competition
law, moral rights law, publicity rights law, privacy rights law, and any and all
other similar proprietary rights, including but not limited to, patents,
trademarks, service marks, moral rights, tradenames, brand names, trade or
business names, logos, design rights, copyright (including copyright in computer
programs), database rights, semi-conductor typography rights, know-how,
methodologies and concepts, together with all goodwill attaching or relating
thereto; extending to any renewals and extensions thereof, now or hereafter in
force and effect in the United States and throughout the universe.

     

    1.2 “Sales
Target” shall have the meaning set forth in Exhibit A.

     

    2. Assignment.   Subject to the terms and
conditions in this Agreement, PNVR hereby irrevocably assigns, sells, transfers
and conveys to GVI all rights, including without limitation all Intellectual
Property rights, title and interests, in and to the Technology, including the
right to create derivative works, improvements and future developments in the
Technology.

     

    3. Artist’s, Moral, and Other
Rights.  If PNVR and/or Omeon has any rights, including without
limitation “artist’s rights” or “moral rights,” in the Technology which cannot
be assigned (the “Non-Assignable
Rights”), PNVR and/or Omeon agree to waive enforcement worldwide of such
rights against GVI. In the event that PNVR and/or Omeon has any such rights that
cannot be assigned or waived PNVR and/or Omeon hereby grant to GVI a
royalty-free, paid-up, exclusive, worldwide, irrevocable, perpetual license
under the Non-Assignable Rights to (i) use, make, have made, sell, offer to
sell, import, and further sublicense the Technology, and (ii) reproduce,
distribute, create derivative works of, publicly perform and publicly display
the Technology in any medium or format, whether now known or later
developed.

     

    4.
Consideration.

     

    4.1 Initial
Payments.  In consideration for PNVR’s performance under this
Agreement, GVI agrees to pay: (i) one hundred and sixteen thousand dollars
(US$116,000.00) to Omeon, which amount shall be due upon execution of this
Agreement; (ii) three hundred and seventy-five thousand dollars (US$375,000.00)
to PNVR, which amount shall be due and payable solely if there is, and upon, an
Acceptance of version 1.1 alpha of the Technology by GVI, as per the terms of
Section 7; (iii)  one hundred and twenty-five thousand dollars
(US$125,000.00) to PNVR, which amount shall be due and payable solely if there
is, and upon, a final Acceptance of version 1.1 of the Technology by GVI, as per
the terms of Section 7; (iv) ninety-seven thousand dollars (US$97,000.00) to
Omeon, which amount shall be due and payable solely if there is, and upon, an
Acceptance of version 1.1 alpha of the Technology by GVI, as per the terms of
Section 7; (v) thirty-three thousand dollars (US$33,000.00) to Omeon, which
amount shall be due and payable solely if there is, and upon, a final Acceptance
of version 1.1 of the Technology by GVI, as per the terms of Section 7. The
Omeon payments are for the purposes of helping Omeon start the developments
contracted under this Agreement and the Option Agreement (a summary of potential
payments under this Agreement and the Option Agreement is detailed
in  Exhibit
B).

     

    
      
        
        

      

      
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    4.2 Sales Milestone
Payments.  GVI shall make sales milestone payments to PNVR upon
the achievement of certain milestone events for the sale by GVI of version 1.1
of the PacketNVR Software during the twenty-two (22) month period commencing on
the date of the first commercial sale  by GVI of version 1.1 of the
PacketNVR Software (the “Initial
Period”), as set forth in Section 4.2(i) below.

     

    
      	
               
      

            	
              (i)

            	
              Upon
      meeting the “Sales
      Targets”, as such Sales Target is described in Exhibit A, GVI shall pay
      to PNVR certain market payments as set forth in this Section
      4.2(i).

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      80% or more of the Sales Target is met in the Initial Period, GVI will pay
      to PNVR US$440,000.00.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      less than 80% but more than 50% of the Sales Target is met in the Initial
      Period, GVI will pay to PNVR
US$308,000.00.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      less than 50% but more than 30% of the Sales Target is met in the Initial
      Period, GVI will pay to PNVR
US$220,000.00.

            


    

     

    The
milestone payments set forth herein, if any, are due within thirty (30) days
after the Initial Period.

     

    
      	
               
      

            	
              (ii)

            	
              If
      GVI has not paid PNVR US$440,000 for the Initial Period, as contemplated
      in Section 4.2(i)(a) above, then if during the cumulative thirty-four (34)
      month period consisting of the Initial Period and the twelve month period
      following the Initial Period (such cumulative period, the “Make-Up
      Period”):

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      80% or more of the Sales Target is met in the Make-Up Period, and GVI has
      made payments in accordance with Section 4.2(i)(b), then GVI will pay to
      PNVR US$66,000.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      less than 80% but more than 50% of the Sales Target is met in the Make-Up
      Period, and GVI has made payments in accordance with Section 4.2(i)(b),
      then GVI will pay to PNVR
US$46,200.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      less than 50% but more than 30% of the Sales Target is met in the Make-Up
      Period, and GVI has made payments in accordance with Section 4.2(i)(b),
      then GVI will pay to PNVR
US$33,000.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      80% or more of the Sales Target is met in the Make-Up Period, and GVI has
      made payments in accordance with Section 4.2(i)(c), then GVI will pay to
      PNVR US$110,000.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      less than 80% but more than 50% of the Sales Target is met in the Make-Up
      Period, and GVI has made payments in accordance with Section 4.2(i)(c),
      then GVI will pay to PNVR
US$77,000.

            


    

     

    
      
        
        

      

      
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              (f)

            	
              If
      less than 50% but more than 30% of the Sales Target is met in the Make-Up
      Period, and GVI has made payments in accordance with Section 4.2(i)(c),
      then GVI will pay to PNVR
US$55,000.

            


    

     

    
      	
               
      

            	
              (g)

            	
              If
      80% or more of the Sales Target is met in the Make-Up Period, and GVI has
      not made any payments under Section 4.2(i), then GVI will pay to PNVR
      US$220,000.

            


    

     

    
      	
               
      

            	
              (h)

            	
              If
      less than 80% but more than 50% of the Sales Target is met in the Make-Up
      Period, and GVI has not made any payments under Section 4.2(i), then GVI
      will pay to PNVR US$154,000.

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      less than 50% but more than 30% of the Sales Target is met in the Make-Up
      Period, and GVI has not made any payments under Section 4.2(i), then GVI
      will pay to PNVR US$110,000.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      GVI exceeds 105% of the Sales Target during the Initial Period, then GVI
      shall pay to Sridhar Krishnaswamy and Tom Galvin a bonus to both, each in
      the amount of twenty-five thousand dollars
  (US$25,000.00).

            


    

     

    
      	
               
      

            	
              (iv)

            	
              In
      connection with the milestones set forth above, pursuant to separate
      agreements dated as of the date hereof, GVI Security Solutions, Inc.
      (“GVSS”) has issued to (a) Sridhar Krishnaswamy a Warrant to purchase
      shares of GVSS Common Stock, and (b) Tom Galvin restricted shares of GVSS
      Common Stock subject to forfeiture.

            


    

     

    
      	
               
      

            	
              (v)

            	
              If
      the release of the Razberi Hardware is delayed beyond the schedule set
      forth in the Option Agreement, then for every month the Razeberi Hardware
      release is delayed beyond they acceptance and release of Version 2.0 of
      the PacketNVR Software, the  Initial Period and the Make-Up
      period will be adjusted
accordingly.

            


    

     

    4.3 Failure to Pay.  In
the event that GVI fails to make the initial payments to Omeon and/or PNVR as
set forth in Section 4.1 above, GVI shall assign to PNVR all right, title and
interest in and to the Technology and all derivatives and related Intellectual
Property rights thereto initially assigned to GVI under this Agreement. All
payments under this Section 4 are due net thirty (30) days after receipt of
invoice.

     

    4.4 Payment on Sale prior to Version
2.0.  In the event that (i) GVI sells all of its right, title
and interest in and to the PacketNVR Software to a third party at any time
before the Expiration Date, or (ii) Parent ceases to own a majority of the
membership interests in GVI at any time before the Expiration Date, then in each
case GVI will pay PNVR the difference between one million fifty-five thousand
($1,055,000.00) dollars and all and any amounts paid to Omeon and PNVR under
this Agreement (the “Sale
Payment”).  The “Expiration
Date” will be the date on which the first of the following events occurs:
(a) the expiration of the Make-Up Period; and/or (b) the date
GVI  purchases version 2.0 of the PacketNVR Software from
Omeon.  In the event that GVI makes the Sale Payment, GVI will have no
further obligations to make any payments to Omeon or PNVR under this Agreement,
including, but not limited to, any payments under section 4.2.

     

    
      
        
        

      

      
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    4.5 Assumptions.  The
Parties acknowledge and agree that it is the Parties’ intent to release version
2.0 of the PacketNVR Software with the Razberi Hardware and they are
interdependent.

     

    5. Further
Assurances.

     

    5.1 PNVR hereby acknowledges
it retains no right to own, sell, license, lease, reproduce, copy, distribute or
use the Technology, except as provided in this Agreement, and agrees not to
challenge the validity of GVI’s ownership of the Technology undertake any
actions inconsistent with GVI’s ownership thereof.  Upon each request
by GVI, without additional consideration, PNVR agrees to promptly execute
documents, testify and take other acts as GVI may deem necessary or desirable to
procure, maintain, perfect, evidence and enforce the full benefits, enjoyment,
rights, title and interest, on a worldwide basis of the Technology and all
rights assigned hereunder, and render all necessary assistance in making
application for and obtaining original, divisional, renewal, or reissued utility
and design patents, copyrights, mask works, trademarks, trade secrets, and all
other technology and intellectual property rights throughout the world related
to any of the Technology, in GVI’s name and for its benefit.

     

    5.2 In the event GVI is unable
for any reason, after reasonable effort, to secure PNVR’s signature on any
document needed in connection with the actions specified herein, PNVR hereby
irrevocably designates and appoints GVI and its duly authorized officers and
agents as its agent and attorney in fact, which appointment is coupled with an
interest, to act for and in its behalf to execute, verify and file any such
documents and to do all other lawfully permitted acts to further the purposes of
this Section 5 with the same legal force and effect as if executed by
PNVR.  PNVR hereby waives and quitclaims to GVI any and all claims, of
any nature whatsoever, which PNVR now or may hereafter have for infringement of
any Technology assigned hereunder.

     

    6. Delivery.  PNVR
further agrees to deliver to GVI within two (2) weeks of execution of this
Agreement any and all tangible manifestations of the Technology, including
without limitation, all notes, records, files and tangible items of any sort in
its possession or under its control relating to the Technology.  Such
delivery shall include source code form of Version 1.1 of the PacketNVR
Software.  In addition, PNVR and Omeon shall ensure that the
Technology meets specifications as set forth in Exhibit A (the “Specifications”).  PNVR
and Omeon further agree to provide to GVI from and after the execution of this
Agreement and at the expense of GVI competent and knowledgeable assistance to
facilitate the transfer of all information, know-how, techniques, processes and
the like related to such tangible manifestation and otherwise comprising the
intangible aspects of the Technology.

     

    
      
        
        

      

      
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    7. Acceptance Testing. GVI will
test and evaluate the Technology (the “Alpha
Test”)  promptly after the delivery of the Development (as
defined in the Option Agreement) to GVI (the “Delivery
Date”). After finishing the Alpha Test, GVI may, at its option and upon
notice to Omeon, conduct additional tests (the “Beta
Test”), for purposes of determining whether the Development conforms to
the Specifications (collectively, the Alpha Test and Beta Test to be referred as
the “Acceptance
Tests”). The total period for the Acceptance Tests shall last no more
that seventy five (75) days.  In the event that such Acceptance Tests
reveal any nonconformity of the Development with respect to the Specifications,
GVI will promptly notify PNVR, and PNVR will immediately thereafter undertake to
modify the Technology to correct any such nonconformity with respect to the
Specifications, and will provide GVI with a corrective action plan within ten
(10) days of receipt of GVI’s notice of nonconformity. The corrective action
plan shall identify a reasonable time period (the “Corrective
Period”) for
PNVR to complete the corrective measures and deliver the corrected Technology to
GVI.  PNVR will deliver and/or install any such corrected Technology,
or configure or otherwise modify any applicable component of any such
Technology, as applicable, and will further deliver to GVI any applicable
modifications to any source code, documentation, technical reference and/or user
manuals, in accordance with the delivery procedures, methods or other
requirements otherwise applicable to the initial delivery set forth in Section
6.  In the event PNVR fails to correct any nonconformity of the
PacketNVR Software with respect to the Specifications within the Correction
Period, GVI will have the right to refuse to purchase the PacketNVR Software,
pursuant to this Agreement.  If and when such Acceptance Tests
establish, in GVI’s reasonable determination, that the Technology conforms to
the Specifications, GVI will so notify PNVR, and the date upon which GVI so
notifies PNVR will be considered the “Acceptance”
date hereunder.  The Parties agree, for the purposes of this Section
7, to act in good faith at all times and to exercise reasonable commercial
efforts to notify the other Party promptly in the case of any non-conformance,
the implementation of any modification or corrective measure and/or Acceptance
or non-Acceptance of the PNVR Software.

     

    8. PNVR’s
Warranties.  PNVR warrants that the PacketNVR Software and
Razberi hardware designs as delivered (i) do not infringe or misappropriate the
intellectual property rights of any third party; and (ii) does not contain any
computer virus or other code intended to, and/or capable of, disabling operation
or full or partial functionality of the Custom Software, including, without
limitation, any “time bomb,” “Trojan horse,” or “cancelbot,” as such terms are
regularly understood in the software industry; (iii) does not contain any third
party code subject to fees or royalties, as shown in Exhibit A, and (iv) only
contains third party code that is (a) authorized by a GVI officer (Vice
President level or higher) and (b) in compliance with all license requirements
of third party providers; as described in Exhibit D of this
Agreement.

     

    9. Omeon’s Warranties Obligations.
For a period of twelve (12) months, after Acceptance of the version 1.1
of the PNVR Software (the “Software Warranty
Period”), Omeon warrants that it shall, within the response times agreed
upon by the Parties, provide all technical support, updates, upgrades,
enhancements and correct any errors, defects, malfunctions and/or bugs in the
version 1.1 of the PNVR Software which prevent such PNVR Software from operating
in accordance with all the specifications, features and functions set forth in
Exhibit A (the “Specified
Functionality Requirements”), under the warranty service levels set forth
in Exhibit C (the “Warranty Service
Levels”). As part of its Warranty, Omeon shall (i) provide to GVI
updates, modifications, enhancements and any source code, documentation,
technical reference and/or user manuals revised to reflect any updates to the
PNVR Software; and  (ii) support, maintain, adapt, reconfigure,
repair, replace, further develop or otherwise modify the PacketNVR Software, as
may be required to ensure continued and ongoing conformity thereof with any
Specified Functionality Requirements, including, without limitations, all
technical requirements and performance standards requested by GVI. All
materials, code, documentation, software, technical reference and/or user
manuals shall be delivered in a format agreed by the Parties, in original form,
and Omeon will retain no copies except as required to provide the services under
this Agreement.

     

    
      
        
        

      

      
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    10. License Grant to Omeon.
Subject to the terms and conditions of this Agreement, GVI hereby grants Omeon a
limited, revocable, worldwide, non-exclusive, non-transferable,
non-sublicenseable (except as permitted by this Agreement) right and license to
reproduce, prepare derivative works and otherwise use the object and/or source
code version of the PNVR Software, solely in connection with and for the
purposes of further developing the functionalities of the PacketNVR
Software.

     

    11. Indemnification of
GVI.  PNVR agrees to defend and indemnify Parent and each of
its subsidiaries (including GVI), and their directors, officers and employees
(collectively, the “GVI
Indemnitees”), against and hold each of them harmless from any and all
actions, losses, liabilities, claims, suits, proceedings, demands, judgments,
damages, expenses and costs, including attorney’s fees and costs of defense
which any GVI Indemnitee may suffer or incur and arising from claims brought
against any GVI Indemnitee by any third party as a result of (i) the inaccuracy
of any of the representations and warranties of PNVR contained in this
Agreement; and (ii) the breach by PNVR of any of the representations, warranties
or covenants made by PNVR in this Agreement. If any claim for which indemnity is
or may be sought hereunder is made or appears reasonably possible, GVI shall (i)
promptly notify PNVR in writing of any indemnifiable claim and give PNVR the
opportunity to defend or negotiate a settlement of any such claim at PNVR's
expense, and (ii) cooperate fully with PNVR, at PNVR 's expense, in defending or
settling any such claim.  PNVR shall have the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification hereunder, and in such event, PNVR shall have no
further obligation to provide indemnification for such matter
hereunder.  Nothing herein contained shall affect a party’s legal duty
to mitigate damages. Omeon agrees to indemnify GVI from any and all damages,
costs, claims, expenses or other liability (including reasonable attorneys’
fees) arising from or relating to the breach or alleged breach by Omeon of the
representations and warranties set forth in Section 9.

     

    12. Disclaimers. EXCEPT AS
EXPRESSLY REPRESENTED OR WARRANTED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE PARTIES DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA
ACCURACY, SYSTEM INTEGRATION, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS,
IN CONNECTION WITH THIS AGREEMENT.

     

    13. Non-solicitation of Employees and
Contractors.  During the term of this Agreement and for one (1)
year following the last day on which Omeon performs services for GVI under this
Agreement, GVI will not, directly or indirectly, employ or offer employment to
any employee of Omeon or contractor provided by Omeon, or assist any related
corporation, affiliate or third party in doing so, without first contacting
Omeon and obtaining the Omeon’s express consent with respect to the specific
employee(s) in question.

     

    
      
        
        

      

      
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    14.
General Provisions.

     

    14.1 Force Majeure. Except with
respect to payment obligations hereunder, if a Party is prevented or delayed in
performance of its obligations hereunder as a result of compliance with any
requirement of applicable law, war, terrorist attack, insurrection, riot, fires,
floods, epidemics, failure of public utilities or public transportation systems,
or other circumstances beyond such Party’s reasonable control, such failure or
delay shall not be deemed to constitute a material breach of this Agreement, but
such obligation shall remain in full force and effect, and shall be performed or
satisfied as soon as reasonably practicable after the termination of the
relevant circumstances causing such failure or delay, provided that if such
Party is prevented or delayed from performing for more than ninety (90) days,
the other Party may terminate this Agreement upon thirty (30) days’ written
notice.

     

    14.2 Assignment; Delegation. Neither this Agreement, nor
any of the rights and obligations herein, may be assigned by either party to any
person without the prior written consent of the other party. Any attempt to
assign this Agreement or the rights and obligations herein in breach of this
Section 14.2 shall be of no force or effect.  Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of, the Parties, their successors and permitted assigns.

     

    14.3 Notices. Any notice required
or permitted by this Agreement shall be in writing and shall be delivered as
follows with notice deemed given as indicated: (i) by overnight courier upon
written verification of receipt; or (ii) by telecopy or facsimile transmission
upon acknowledgment of receipt of electronic transmission. Notice shall be sent
to the addresses set forth above or such other address as either party may
specify in writing.

     

    14.4 Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.  THE
PARTIES SPECIFICALLY EXCLUDE THE OPERATION OF  THE UNITED NATIONS
CONVENTION ON THE INTERNATIONAL SALE OF GOODS.  FOR PURPOSES OF ALL
CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
WITHIN THE BOROUGH OF MANHATTAN, NEW YORK.

     

    14.5 Severability. Should any
provisions of this Agreement be held by a court of law to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired
thereby.

     

    14.6 Applicability.  The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.

     

    14.7 Waiver. The waiver by a Party
of a breach of any provision of this Agreement by the other Party shall not
operate or be construed as a waiver of any other or subsequent breach by such
Party.

     

    14.8 Injunctive Relief for Breach.
The Parties’ obligations under this Agreement are of a unique character that
gives them particular value; breach of any of such obligations will result in
irreparable and continuing damage to the other Party for which there will be no
adequate remedy at law; and, in the event of such breach, the affected Party
will be entitled to injunctive relief and/or a decree for specific performance,
and such other and further relief as may be proper (including monetary damages
if appropriate).

     

    
      
        
        

      

      
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    14.9 Publicity; Press Releases and
Marketing Material. Except as provided hereunder, neither party shall
publicly disclose the existence of this Agreement, any information concerning
this Agreement or the terms and conditions of this Agreement without the prior
written consent of the other parties. The Parties shall coordinate in good faith
the disclosure of this Agreement, including mutually agreeable press releases
and marketing materials. Neither party may issue a press release or other
marketing material that mentions the other party without the other party’s prior
written consent.

     

    14.10 Entire Agreement. This
Agreement and Exhibits attached hereto constitute the entire, complete, final
and exclusive understanding and agreement of the Parties with respect to the
subject matter set forth above, and supersedes any other prior or
contemporaneous oral understanding or agreement or any other prior written
agreement.  No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, will be effective unless in writing
and signed by authorized representatives of both Parties.  Failure by
either Party to exercise any of its rights hereunder shall not constitute or be
deemed a waiver or forfeiture of such rights.

     

    14.11 Headings.  The
headings in this Agreement are inserted merely for the purpose of convenience
and shall not affect the meaning or interpretation of this
Agreement.

     

    14.12 Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one Agreement.

     

    14.13 Audit and
Reports.   PacketNVR shall have the right to request
monthly sales reports of the PacketNVR Software in a form to be mutually agreed
to by the Parties.  PacketNVR shall have the right throughout the Term
of this Agreement, at its own expense, upon reasonable prior notice, once per
year (unless the prior audit found an issue or underpayment of the applicable
fees under this Agreement, in which case PacketNVR may audit GVI again at its
sole discretion) to inspect and audit GVI’s sales of the PacketNVR Software for
purposes of determining GVI’s compliance with the terms and conditions
herein.

     

    [Signature
Page Follows]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
Parties have caused their duly authorized representatives to execute this
Agreement as of the Effective Date.

     

    
      
        
          
            
              
                	 
      	
                        GVI
      Security Management Solutions, LLC

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Joseph Restivo

                      
	 
      	 
      	
                        Name:
      Joseph Restivo

                      
	 
      	 
      	
                        Title:
      CFO and COO

                      
	 
      	 
      	 
      
	 
      	
                        PacketNVR,
      LLP

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ TOM GALVIN

                      
	 
      	 
      	
                        Name:
      TOM GALVIN

                      
	 
      	 
      	
                        Title:  Managing
      Partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ SRIDHAR KRISHNASWAMY

                      
	 
      	 
      	
                        Name:
      SRIDHAR KRISHNASWAMY

                      
	 
      	 
      	
                        Title:  Managing
      Partner

                      
	 
      	 
      	 
      
	 
      	
                        Omeon,
      Inc.

                      
	 	 	 
	 
      	
                        By:

                      	
                        /s/ SRIDHAR KRISHNASWAMY

                      
	 
      	 
      	
                        Name:
      SRIDHAR KRISHNASWAMY

                      
	 
      	 
      	
                        Title:
      CEO &
President

                      


              

            

          

        

      

    

    


    Parent
Guaranty:

    


    Parent
hereby guarantees the payment obligations of GVI under the foregoing
Agreement.

    


    
      
        
          	 
      	
                  GVI
      Security Solutions, Inc.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Joseph Restivo

                
	 
      	 
      	
                  Name:
      Joseph Restivo

                
	 
      	 
      	
                  Title:
      CFO and COO

                


        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT A - PacketNVR
Software; Sales Targets

     

    EXHIBIT B - Summary -
Schedule Of Milestones And Potential Payments

     

    EXHIBIT C - Warranty Service
Level Commitment

     

    EXHIBIT D - Third Party
Software


    
      
         


      

      
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