GVI SECURITY SOLUTIONS, INC. AND CERTAIN OF ITS SUBSIDIARIES
                           MASTER SECURITY AGREEMENT



To:   Laurus Master Fund, Ltd.
      c/o Ironshore Corporate Services, Ltd.
      P.O. Box 1234 G.T
      Queensgate House
      South Church Street
      Grand Cayman, Cayman Islands

Date: May 27, 2004

To Whom It May Concern:

      1. To secure the payment of all Obligations (as hereafter defined), GVI
Security Solutions, Inc., a Delaware corporation (the "Company"), each of the
other undersigned parties (other than Laurus Master Fund, Ltd, "Laurus")) and
each other entity that is required to enter into this Master Security Agreement
(each an "Assignor" and, collectively, the "Assignors") hereby assigns and
grants to Laurus a continuing security interest in all of the following property
now owned or at any time hereafter acquired by any Assignor, or in which any
Assignor now have or at any time in the future may acquire any right, title or
interest (the "Collateral"): all cash, cash equivalents, accounts, deposit
accounts (including, without limitation, the Restricted Account (the "Restricted
Account") maintained at North Fork Bank (Account Name: GVI Security Solutions,
Inc., Account Number: 2704051578) referred to in the Restricted Account
Agreement), inventory, equipment, goods, documents, instruments (including,
without limitation, promissory notes), contract rights, general intangibles
(including, without limitation, payment intangibles and an absolute right to
license on terms no less favorable than those current in effect among our
affiliates), chattel paper, supporting obligations, investment property
(including, without limitation, all equity interests owned by any Assignor),
letter-of-credit rights, trademarks, trademark applications, tradestyles,
patents, patent applications, copyrights, copyright applications and other
intellectual property in which any Assignor now have or hereafter may acquire
any right, title or interest, all proceeds and products thereof (including,
without limitation, proceeds of insurance) and all additions, accessions and
substitutions thereto or therefore. In the event any Assignor wishes to finance
the acquisition in the ordinary course of business of any hereafter acquired
equipment and have obtained a commitment from a financing source to finance such
equipment from an unrelated third party, Laurus agrees to release its security
interest on such hereafter acquired equipment so financed by such third party
financing source. Except as otherwise defined herein, all capitalized terms used
herein shall have the meaning provided such terms in the Securities Purchase
Agreement referred to below and the Security Agreement referred to below , as
applicable.

      2. The term "Obligations" as used herein shall mean and include all debts,
liabilities and obligations owing by each Assignor to Laurus arising under, out
of, or in connection with: (i) that certain Securities Purchase Agreement dated
as of the date hereof by and between the Company and Laurus (the "Securities

<PAGE>

Purchase Agreement") and (ii) the Related Agreements referred to in the
Securities Purchase Agreement , (iii) that certain Security Agreement dated as
of the date hereof by and between the Company and Laurus (the "Security
Agreement") and (iv) the Ancillary Agreements referred to in the Security
Agreement (the Securities Purchase Agreement and each Related Agreement, the
Security Agreement and each Ancillary Agreement, as each may be amended,
modified, restated or supplemented from time to time, are collectively referred
to herein as the "Documents"), and in connection with any documents, instruments
or agreements relating to or executed in connection with the Documents or any
documents, instruments or agreements referred to therein or otherwise, and in
connection with any other indebtedness, obligations or liabilities of any
Assignor to Laurus, whether now existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether under, pursuant to or evidenced by a note, agreement, guaranty,
instrument or otherwise, in each case, irrespective of the genuineness,
validity, regularity or enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of any collateral therefor or of the
existence or extent of such collateral, and irrespective of the allowability,
allowance or disallowance of any or all of the Obligations in any case commenced
by or against any Assignor under Title 11, United States Code, including,
without limitation, obligations or indebtedness of each Assignor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case.

      3. Each Assignor hereby jointly and severally represents, warrants and
covenants to Laurus that:

            (a) it is a corporation, partnership or limited liability company,
      as the case may be, validly existing, in good standing and organized under
      the respective laws of its jurisdiction of organization set forth on
      Schedule A, and each Assignor will provide Laurus thirty (30) days' prior
      written notice of any change in any of its respective jurisdiction of
      organization;

            (b) its legal name is as set forth in its respective Certificate of
      Incorporation or other organizational document (as applicable) as amended
      through the date hereof and as set forth on Schedule A, and it will
      provide Laurus thirty (30) days' prior written notice of any change in its
      legal name;

            (c) its organizational identification number (if applicable) is as
      set forth on Schedule A hereto, and it will provide Laurus thirty (30)
      days' prior written notice of any change in any of its organizational
      identification number;

            (d) it is the lawful owner of the respective Collateral and it has
      the sole right to grant a security interest therein and will defend the
      Collateral against all claims and demands of all persons and entities;

            (e) it will keep its respective Collateral free and clear of all
      attachments, levies, taxes, liens, security interests and encumbrances of
      every kind and nature ("Encumbrances"), except Permitted Liens, as defined
      in the Security Agreement and / or Securities Purchase Agreement,
      respectively;

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<PAGE>

            (f) it will, at its and the other Assignors joint and several cost
      and expense keep the Collateral in good state of repair (ordinary wear and
      tear excepted) and will not waste or destroy the same or any part thereof
      other than ordinary course discarding of items no longer used or useful in
      its or such other Assignors' business;

            (g) it will not without Laurus' prior written consent, sell,
      exchange, lease or otherwise dispose of the Collateral, whether by sale,
      lease or otherwise, except for the sale of inventory in the ordinary
      course of business and for the disposition or transfer in the ordinary
      course of business during any fiscal year of obsolete and worn-out
      equipment or equipment no longer necessary for its ongoing needs, having
      an aggregate fair market value of not more than $25,000 and only to the
      extent that:

                  (i) the proceeds of any such disposition are used to acquire
            replacement Collateral which is subject to Laurus' first priority
            perfected security interest, or are used to repay Obligations or to
            pay general corporate expenses; and

                  (ii) following the occurrence of an Event of Default which
            continues to exist the proceeds of which are remitted to Laurus to
            be held as cash collateral for the Obligations;

            (h) it will insure or cause the Collateral to be insured in Laurus'
      name against loss or damage by fire, theft, burglary, pilferage, loss in
      transit and such other hazards as Laurus shall specify in amounts and
      under policies by insurers acceptable to Laurus and all premiums thereon
      shall be paid by such Assignor and the policies delivered to Laurus. If
      any such Assignor fails to do so, Laurus may procure such insurance and
      the cost thereof shall be promptly reimbursed by the Assignors, jointly
      and severally, and shall constitute Obligations;

            (i) it will at all reasonable times, upon reasonable advance notice,
      allow Laurus or Laurus' representatives free access to and the right of
      inspection of the Collateral;

            (j) such Assignor (jointly and severally with each other Assignor)
      hereby indemnifies and saves Laurus harmless from all loss, costs, damage,
      liability and/or expense, including reasonable attorneys' fees, that
      Laurus may sustain or incur to enforce payment, performance or fulfillment
      of any of the Obligations and/or in the enforcement of this Master
      Security Agreement or in the prosecution or defense of any action or
      proceeding either against Laurus or any Assignor concerning any matter
      growing out of or in connection with this Master Security Agreement,
      and/or any of the Obligations and/or any of the Collateral except to the
      extent caused by Laurus' own gross negligence or willful misconduct (as
      determined by a court of competent jurisdiction in a final and
      nonappealable decision).

      4. The occurrence of an "Event of Default" under any of the Documents
shall constitute an Event of Default hereunder.

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<PAGE>

      5. Upon the occurrence and during the continuance of an Event of Default,
Laurus may declare all Obligations immediately due and payable and Laurus shall
have the remedies of a secured party provided in the Uniform Commercial Code as
in effect in the State of New York, this Agreement and other applicable law.
Upon the occurrence and during the continuance of an Event of Default, Laurus
will have the right to take possession of the Collateral and to maintain such
possession on our premises or to remove the Collateral or any part thereof to
such other premises as Laurus may desire. Upon Laurus' request, each of the
Assignors shall assemble or cause the Collateral to be assembled and make it
available to Laurus at a place designated by Laurus. If any notification of
intended disposition of any Collateral is required by law, such notification, if
mailed, shall be deemed properly and reasonably given if mailed at least ten
(10) days before such disposition, postage prepaid, addressed to any Assignor
either at such Assignor's address shown herein or at any address appearing on
Laurus' records for such Assignor. Any proceeds of any disposition of any of the
Collateral shall be applied by Laurus to the payment of all expenses in
connection with the sale of the Collateral, including reasonable attorneys' fees
and other legal expenses and disbursements and the reasonable expense of
retaking, holding, preparing for sale, selling, and the like, and any balance of
such proceeds may be applied by Laurus toward the payment of the Obligations in
such order of application as Laurus may elect, and each Assignor shall be liable
for any deficiency. For the avoidance of doubt, following the occurrence and
during the continuance of an Event of Default, Laurus shall have the immediate
right to withdraw any and all monies contained in the Restricted Account and
apply same to the repayment of the Obligations (in such order of application as
Laurus may elect).

      6. If any Assignor defaults in the performance or fulfillment of any of
the terms, conditions, promises, covenants, provisions or warranties on such
Assignor's part to be performed or fulfilled under or pursuant to this Master
Security Agreement, Laurus may, at its option without waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any time thereafter and without notice to any Assignor, perform or fulfill the
same or cause the performance or fulfillment of the same for each Assignor's
joint and several account and at each Assignor's joint and several cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall be added to the Obligations and shall be payable on demand with interest
thereon at the highest rate permitted by law, or, at Laurus' option, debited by
Laurus from the Restricted Account referred to in the Restricted Account
Agreement.

      7. Each Assignor appoints Laurus, any of Laurus' officers, employees or
any other person or entity whom Laurus may designate as its attorney, with power
to execute such documents in each of its behalf and to supply any omitted
information and correct patent errors in any documents executed by any Assignor
or on any Assignor's behalf; to file financing statements against us covering
the Collateral (and, in connection with the filing of any such financing
statements, describe the Collateral as "all assets and all personal property,
whether now owned and/or hereafter acquired" (or any substantially similar
variation thereof)); to sign its name on public records; and to do all other
things Laurus deem necessary to carry out this Master Security Agreement. Each
Assignor hereby ratifies and approves all acts of the attorney and neither
Laurus nor the attorney will be liable for any acts of commission or omission,
nor for any error of judgment or mistake of fact or law other than gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). This power being coupled
with an interest, is irrevocable so long as any Obligations remains unpaid.

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<PAGE>

      8. No delay or failure on Laurus' part in exercising any right, privilege
or option hereunder shall operate as a waiver of such or of any other right,
privilege, remedy or option, and no waiver whatever shall be valid unless in
writing, signed by Laurus and then only to the extent therein set forth, and no
waiver by Laurus of any default shall operate as a waiver of any other default
or of the same default on a future occasion. Laurus' books and records
containing entries with respect to the Obligations shall be admissible in
evidence in any action or proceeding, shall be binding upon each Assignor for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof. Laurus shall have the right to enforce any one or
more of the remedies available to Laurus, successively, alternately or
concurrently. Each Assignor agrees to join with Laurus in executing financing
statements or other instruments to the extent required by the Uniform Commercial
Code in form satisfactory to Laurus and in executing such other documents or
instruments as may be required or deemed necessary by Laurus for purposes of
affecting or continuing Laurus' security interest in the Collateral.

      9. This Master Security Agreement shall be governed by and construed in
accordance with the laws of the State of New York and cannot be terminated
orally. All of the rights, remedies, options, privileges and elections given to
Laurus hereunder shall inure to the benefit of Laurus' successors and assigns.
The term "Laurus" as herein used shall include Laurus, any parent of Laurus',
any of Laurus' subsidiaries and any co-subsidiaries of Laurus' parent, whether
now existing or hereafter created or acquired, and all of the terms, conditions,
promises, covenants, provisions and warranties of this Agreement shall inure to
the benefit of and shall bind the representatives, successors and assigns of
each Assignor and each of the foregoing. Laurus and each Assignor hereby (a)
waive any and all right to trial by jury in litigation relating to this
Agreement and the transactions contemplated hereby and each Assignor agrees not
to assert any counterclaim in such litigation, (b) submit to the nonexclusive
jurisdiction of any New York State court sitting in the borough of Manhattan,
the city of New York and (c) waive any objection Laurus or each Assignor may
have as to the bringing or maintaining of such action with any such court.

      10. All notices from Laurus to any Assignor shall be sufficiently given if
mailed or delivered to such Assignor's address set forth below.



                                          Very truly yours,

                                          GVI SECURITY SOLUTIONS, INC.



                                          By:
                                              ----------------------------------
                                          Name:

                                          Title:

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<PAGE>



                                          GVI SECURITY ,INC.



                                          By:
                                              ----------------------------------
                                          Name:

                                          Title:



                                          ACKNOWLEDGED:



                                          LAURUS MASTER FUND, LTD.



                                          By:
                                              ----------------------------------
                                          Name:

                                          Title








                                   SCHEDULE A

--------------------------------------------------------------------------------
         Entity                  Jurisdiction of    Organization Identification
                                  Organization                Number
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   GVI Security Solutions, Inc.    Delaware                  2651712
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   GVI Security, Inc.              Delaware                  3196283
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