GUARANTY
      BY CORPORATION

     

    This
      Guaranty, dated as of November 20, 2007, is made by GVI Security Solutions,
      Inc., a Delaware corporation (the “Guarantor”), for the benefit of Well Fargo
      Bank, National Association (with its participants, successors and assigns,
      the
“Lender”), acting through its Wells Fargo Business Credit operating
      division.

     

    The
      Lender and GVI Security, Inc., a Delaware corporation (the “Borrower”), are
      parties to a Credit and Security Agreement of even date herewith (as the same
      may be amended, supplemented or restated from time to time, the “Credit
      Agreement”) pursuant to which the Lender may make advances and extend other
      financial accommodations to the Borrower.

     

    As
      a
      condition to extending such credit to the Borrower, the Lender has required
      the
      execution and delivery of this Guaranty.

     

    ACCORDINGLY,
      the Guarantor, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      hereby agrees as follows:

     

    1. Definitions.
      All
      terms defined in the Credit Agreement that are not otherwise defined herein
      shall have the meanings given them in the Credit Agreement.

     

    2. Indebtedness
      Guaranteed.
      The
      Guarantor hereby absolutely and unconditionally guarantees to the Lender the
      full and prompt payment when due, whether at maturity or earlier by reason
      of
      acceleration or otherwise, of the Indebtedness.

     

    3. Guarantor’s
      Representations and Warranties.
      The
      Guarantor represents and warrants to the Lender that (i) the Guarantor is a
      corporation, duly organized and existing in good standing and has full power
      and
      authority to make and deliver this Guaranty; (ii) the execution, delivery
      and performance of this Guaranty by the Guarantor have been duly authorized
      by
      all necessary action of its directors and shareholders and do not and will
      not
      violate the provisions of, or constitute a default under, any presently
      applicable law or its Constituent Documents or any agreement presently binding
      on it; (iii) this Guaranty has been duly executed and delivered by an
      authorized Officer of the Guarantor and constitutes its lawful, binding and
      legally enforceable obligation; and (iv) the authorization, execution,
      delivery and performance of this Guaranty do not require notification to,
      registration with, or consent or approval by, any federal, state or local
      regulatory body or administrative agency. The Guarantor represents and warrants
      to the Lender that the Guarantor has a direct and substantial economic interest
      in the Borrower and expects to derive substantial benefits therefrom and from
      any loans, credit transactions, financial accommodations, discounts, purchases
      of property and other transactions and events resulting in the creation of
      the
      Indebtedness guarantied hereby, and that this Guaranty is given for a corporate
      purpose. The Guarantor agrees to rely exclusively on the right to revoke this
      Guaranty prospectively as to future transactions, in accordance with paragraph
      4, if at any time, in the opinion of the directors or officers, the benefits
      then being received by the Guarantor in connection with this Guaranty are not
      sufficient to warrant the continuance of this Guaranty as to the future
      Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not
      revoked prospectively in accordance with paragraph 4, the Lender may rely
      conclusively on a continuing warranty, hereby made, that the Guarantor continues
      to be benefited by this Guaranty and the Lender shall have no duty to inquire
      into or confirm the receipt of any such benefits, and this Guaranty shall be
      effective and enforceable by the Lender without regard to the receipt, nature
      or
      value of any such benefits.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Unconditional
      Nature.
      No act
      or thing need occur to establish the Guarantor’s liability hereunder, and no act
      or thing, except full payment and discharge of all of the Indebtedness, shall
      in
      any way exonerate the Guarantor hereunder or modify, reduce, limit or release
      the Guarantor’s liability hereunder. This is an absolute, unconditional and
      continuing guaranty of payment of the Indebtedness and shall continue to be
      in
      force and be binding upon the Guarantor, whether or not all of the Indebtedness
      is paid in full, until this Guaranty is revoked prospectively as to future
      transactions, by written notice actually received by the Lender, and such
      revocation shall not be effective as to the amount of Indebtedness existing
      or
      committed for at the time of actual receipt of such notice by the Lender, or
      as
      to any renewals, extensions, refinancings or refundings thereof.

     

    5. Dissolution
      or Insolvency of Guarantor.
      The
      dissolution or adjudication of bankruptcy of the Guarantor shall not revoke
      this
      Guaranty, except upon actual receipt of written notice thereof by the Lender
      and
      only prospectively, as to future transactions, as herein set forth. If the
      Guarantor shall be dissolved or shall be or become insolvent (however defined),
      then the Lender shall have the right to declare immediately due and payable,
      and
      the Guarantor will forthwith pay to the Lender, the full amount of all of the
      Indebtedness whether due and payable or unmatured. If the Guarantor voluntarily
      commences or there is commenced involuntarily against the Guarantor a case
      under
      the United States Bankruptcy Code, the full amount of all Indebtedness, whether
      due and payable or unmatured, shall be immediately due and payable without
      demand or notice thereof.

     

    6. Subrogation,
      etc.
      The
      Guarantor hereby waives all rights that the Guarantor may now have or hereafter
      acquire, whether by subrogation, contribution, reimbursement, recourse,
      exoneration, contract or otherwise, to recover from the Borrower or from any
      property of the Borrower any sums paid under this Guaranty until all of the
      Indebtedness shall have been fully paid and discharged. The Guarantor will
      not
      exercise or enforce any right of contribution to recover any such sums from
      any
      person who is a co-obligor with the Borrower or a guarantor or surety of the
      Indebtedness or from any property of any such person until all of the
      Indebtedness shall have been fully paid and discharged.

     

    7. Enforcement
      Expenses.
      The
      Guarantor will pay or reimburse the Lender for all costs, expenses and
      attorneys’ fees paid or incurred by the Lender in endeavoring to collect and
      enforce the Indebtedness and in enforcing this Guaranty.

     

    
      
         

      

      
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    8. Lender’s
      Rights.
      The
      Lender shall not be obligated by reason of its acceptance of this Guaranty
      to
      engage in any transactions with or for the Borrower. Whether or not any existing
      relationship between the Guarantor and the Borrower has been changed or ended
      and whether or not this Guaranty has been revoked, the Lender may enter into
      transactions resulting in the creation or continuance of the Indebtedness and
      may otherwise agree, consent to or suffer the creation or continuance of any
      of
      the Indebtedness, without any consent or approval by the Guarantor and without
      any prior or subsequent notice to the Guarantor. The Guarantor’s liability shall
      not be affected or impaired by any of the following acts or things (which the
      Lender is expressly authorized to do, omit or suffer from time to time, both
      before and after revocation of this Guaranty, without consent or approval by
      or
      notice to the Guarantor): (i) any acceptance of collateral security,
      guarantors, accommodation parties or sureties for any or all of the
      Indebtedness; (ii) one or more extensions or renewals of the Indebtedness
      (whether or not for longer than the original period) or any modification of
      the
      interest rates, maturities, if any, or other contractual terms applicable to
      any
      of the Indebtedness or any amendment or modification of any of the terms or
      provisions of any loan agreement or other agreement under which the Indebtedness
      or any part thereof arose; (iii) any waiver or indulgence granted to the
      Borrower, any delay or lack of diligence in the enforcement of the Indebtedness
      or any failure to institute proceedings, file a claim, give any required notices
      or otherwise protect any of the Indebtedness; (iv) any full or partial
      release of, compromise or settlement with, or agreement not to sue, the Borrower
      or any guarantor or other person liable in respect of any of the Indebtedness;
      (v) any release, surrender, cancellation or other discharge of any evidence
      of the Indebtedness or the acceptance of any instrument in renewal or
      substitution therefor; (vi) any failure to obtain collateral security
      (including rights of setoff) for the Indebtedness, or to see to the proper
      or
      sufficient creation and perfection thereof, or to establish the priority
      thereof, or to preserve, protect, insure, care for, exercise or enforce any
      collateral security; or any modification, alteration, substitution, exchange,
      surrender, cancellation, termination, release or other change, impairment,
      limitation, loss or discharge of any collateral security; (vii) any
      collection, sale, lease or disposition of, or any other foreclosure or
      enforcement of or realization on, any collateral security; (viii) any
      assignment, pledge or other transfer of any of the Indebtedness or any evidence
      thereof; (ix) any manner, order or method of application of any payments or
      credits upon the Indebtedness; and (x) any election by the Lender under
      Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives
      any
      and all defenses and discharges available to a surety, guarantor or
      accommodation co-obligor.

     

    9. Waivers
      by Guarantor.
      The
      Guarantor waives any and all defenses, claims, setoffs and discharges of the
      Borrower, or any other obligor, pertaining to the Indebtedness, except the
      defense of discharge by payment in full. Without limiting the generality of
      the
      foregoing, the Guarantor will not assert, plead or enforce against the Lender
      any defense of waiver, release, discharge or disallowance in bankruptcy, statute
      of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
      incapacity, minority, usury, illegality or unenforceability which may be
      available to the Borrower or any other person liable in respect of any of the
      Indebtedness, or any setoff available against the Lender to the Borrower or
      any
      other such person, whether or not on account of a related transaction. The
      Guarantor expressly agrees that the Guarantor shall be and remain liable for
      any
      deficiency remaining after foreclosure of any mortgage or security interest
      securing the Indebtedness, whether or not the liability of the Borrower or
      any
      other obligor for such deficiency is discharged pursuant to statute or judicial
      decision. The liability of the Guarantor shall not be affected or impaired
      by
      any voluntary or involuntary liquidation, dissolution, sale or other disposition
      of all or substantially all of the assets, marshalling of assets and
      liabilities, receivership, insolvency, bankruptcy, assignment for the benefit
      of
      creditors, reorganization, arrangement, composition or readjustment of, or
      other
      similar event or proceeding affecting, the Borrower or any of its assets. The
      Guarantor will not assert, plead or enforce against the Lender any claim,
      defense or setoff available to the Guarantor against the Borrower. The Guarantor
      waives presentment, demand for payment, notice of dishonor or nonpayment and
      protest of any instrument evidencing the Indebtedness. The Lender shall not
      be
      required first to resort for payment of the Indebtedness to the Borrower or
      other persons, or their properties, or first to enforce, realize upon or exhaust
      any collateral security for the Indebtedness, before enforcing this
      Guaranty.

     

    
      
         

      

      
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    10. If
      Payments Set Aside, etc.
      If any
      payment applied by the Lender to the Indebtedness is thereafter set aside,
      recovered, rescinded or required to be returned for any reason (including,
      without limitation, the bankruptcy, insolvency or reorganization of the Borrower
      or any other obligor), the Indebtedness to which such payment was applied shall
      for the purpose of this Guaranty be deemed to have continued in existence,
      notwithstanding such application, and this Guaranty shall be enforceable as
      to
      such Indebtedness as fully as if such application had never been
      made.

     

    11. Additional
      Obligation of Guarantor.
      The
      Guarantor’s liability under this Guaranty is in addition to and shall be
      cumulative with all other liabilities of the Guarantor to the Lender as
      guarantor, surety, endorser, accommodation co-obligor or otherwise of any of
      the
      Indebtedness or obligation of the Borrower, without any limitation as to amount,
      unless the instrument or agreement evidencing or creating such other liability
      specifically provides to the contrary.

     

    12. Financial
      Information.
      The
      Guarantor will deliver to the Lender all financial information concerning the
      Guarantor required to be delivered under the Credit Agreement.

     

    13. No
      Duties Owed by Lender.
      The
      Guarantor acknowledges and agrees that the Lender (i) has not made any
      representations or warranties with respect to, (ii) does not assume any
      responsibility to the Guarantor for, and (iii) has no duty to provide
      information to the Guarantor regarding, the enforceability of any of the
      Indebtedness or the financial condition of the Borrower or any guarantor. The
      Guarantor has independently determined the creditworthiness of the Borrower
      and
      the enforceability of the Indebtedness and until the Indebtedness is paid in
      full will independently and without reliance on the Lender continue to make
      such
      determinations.

     

    14. Miscellaneous.
      This
      Guaranty shall be effective upon delivery to the Lender, without further act,
      condition or acceptance by the Lender, shall be binding upon the Guarantor
      and
      the successors and assigns of the Guarantor and shall inure to the benefit
      of
      the Lender and its participants, successors and assigns. Any invalidity or
      unenforceability of any provision or application of this Guaranty shall not
      affect other lawful provisions and application thereof, and to this end the
      provisions of this Guaranty are declared to be severable. This Guaranty may
      not
      be waived, modified, amended, terminated, released or otherwise changed except
      by a writing signed by the Guarantor and the Lender. This Guaranty shall be
      governed by and construed in accordance with the substantive laws (other than
      conflict laws) of the State of Texas. The Guarantor hereby (i) consents to
      the personal jurisdiction of the state and federal courts located in the State
      of Texas in connection with any controversy related to this Guaranty;
      (ii) waives any argument that venue in any such forum is not convenient,
      (iii) agrees that any litigation initiated by the Lender or the Guarantor
      in connection with this Guaranty may be venued in either the state or federal
      courts located in Dallas County, Texas; and (iv) agrees that a final
      judgment in any such suit, action or proceeding shall be conclusive and may
      be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

     

    
      
         

      

      
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    15. Waiver
      of Jury Trial.
      THE
      GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON OR PERTAINING TO THIS
      GUARANTY.

     

    


     

     

     

     

    

 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor as of
      the
      date set forth above.

     

    
      	 	 	 
	 	GVI SECURITY SOLUTIONS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Joseph Restivo
	 	
              
Joseph
              Restivo
	 	Chief
              Financial Officer




     

    
      	 	
              Address:

            	
              2801
                Trade Center Drive, #120

            
	 	 	
              Carrollton,
                TX 75007

            


    

    


     

    
      	
              STATE
                OF __________

            	
              )

            
	 	
              )

            
	
              COUNTY
                OF _________

            	
              )

            


    

     

    The
      foregoing instrument was acknowledged before me this ____ day of November,
      2007,
      by Joseph Restivo, the Chief Financial Officer of GVI Security Solutions, Inc.,
      a Delaware corporation, on behalf of the corporation.

     

     

    
      	 	     
	 	Notary
              Public


    

     

     

    
      
        
          SIGNATURE
            PAGE TO GUARANTY - [GVI SECURITY SOLUTIONS, INC.]