This AMENDMENT (this “ Amendment ”), made and entered into as of October 21, 2009, by and between GVI Security Solutions, Inc., a Delaware corporation (the “ Company ”), and Steven E. Walin (the “ Executive ”).

   WHEREAS, the Company and the Executive are parties to an Employment Agreement, dated as of January 31, 2006, as amended by (i) an Amendment to Employment Agreement dated as of October 4, 2006 and (ii) an Amendment to Employment Agreement dated as of January 8, 2008 (as so amended, the “ Employment Agreement ”);

    WHEREAS, the Company and the Executive desire to amend certain provisions of the Employment Agreement, as set forth herein; and

   WHEREAS, the Company is party to that certain Agreement and Plan of Merger, dated as of October 21, 2009, among GenNx360 GVI Holding, Inc., a Delaware corporation, GenNx360 GVI Acquisition Corp., a Delaware corporation, and the Company (the “ Merger Agreement ”).

    NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows:

1.            Amended and Restated Employment Agreement .  On the Effective Date (as defined in the Merger Agreement), the Employment Agreement shall automatically terminate in its entirety and the Amended and Restated Employment Agreement attached hereto as Exhibit A shall automatically become effective.

2.            Governing Law .  This Amendment shall be governed in all respects by the laws of the State of New York without reference to its choice of law rules.

3.            Successors and Assigns .  Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

4.            Entire Agreement ; Amendment .  The Employment Agreement as amended by this Amendment constitutes the full and entire understanding and  agreement between the parties with regard to the subjects hereof and thereof.  Neither the Employment Agreement as amended by this Amendment nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party to be charged.  Except as specifically amended in this Amendment, the Employment Agreement shall remain in full force and effect and shall be binding on the parties hereto.

5.            Counterparts .  This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

6.            Severability .  The holding of any provision of this Amendment to be invalid or enforceable by a court of competent jurisdiction shall not affect any other provision of this Amendment, which shall remain in full force and effect.

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), is made and entered into as of the Effective Date (as defined below) by and between GVI Security Solutions Inc., a Delaware corporation (the “ Company ”), and Steven E. Walin (the “ Executive ”).

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company, subject to the terms and provisions of this Agreement;

WHEREAS, this Agreement shall be effective upon the Effective Date, as defined in that certain Agreement and Plan of Merger, dated as of October 21, 2009, among GenNx360 GVI Holding, Inc., a Delaware corporation (“ Holdings” ), GenNx360 GVI Acquisition Corp., a Delaware corporation, and the Company; and

WHEREAS, this Agreement amends, restates and supersedes in its entirety that certain Employment Agreement, dated as of January 31, 2006 (as amended from time to time), between the Company and the Executive (the “ Original Employment Agreement ”) and the Original Employment Agreement shall automatically terminate as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is mutually acknowledged, the Company and the Executive (individually a “ Party ” and together the “ Parties ”) agree as follows:

(a)           “Affiliate” of a specified person or entity shall mean a person or entity that directly or indirectly controls, is controlled by, or is under common control with, the person or entity specified.

(b)           “Annual Bonus” shall have the meaning ascribed to such term in Section 5(a) below.

(c)           “Base Salary” shall mean the annualized salary provided for in Section 4 below.

(d)           “Board” shall mean the Board of Directors of Holdings.

(e)           “Cause” shall mean:

(i)           a material breach by the Executive of any provision of this Agreement, including but not limited to a breach of Section 3(a) below, after the receipt of written notice from the Company detailing the nature of the breach and the Executive’s failure to cure such breach, if curable, within ten (10) days after the Executive’s receipt of written notice from the Company;

(ii)           any conduct, action or behavior by the Executive (other than actions or conduct undertaken in the normal course of operations of the business) that has or may reasonably be expected to have a material adverse effect on the reputation or business of Holdings, any of its subsidiaries, or any of its shareholders (collectively, the “ Company Group ”);

(iii)           commission of any act by the Executive of gross negligence, willful malfeasance, reckless nonfeasance or malfeasance or any willful violation of law, in performance of his duties with the Company;

(iv)           failure to observe material written policies generally applicable to employees after receipt of written notice from the Company and a reasonable opportunity to cure such failure;

(v)           indictment, conviction of, guilty plea or pleading of nolo contendere to, any felony or a lesser crime involving dishonesty, fraud, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude provided that any such crime has a material adverse effect of the business or reputation of the Company;

(vi)           chronic unexcused absenteeism; or

(vii)           substance abuse, illegal drug use or habitual insobriety.

(i)           any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended), but excluding a person who owns more than 5% of the outstanding shares of the Company as of the Effective Date, becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under that Act), of more than 50% of the Voting Stock of the Company; or

(ii)           all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation or other transaction (unless the stockholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, greater than 50% of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company). 

(g)           “Date of Termination” shall mean:

(i)           if the Executive’s employment is terminated by the Company, the date the Company informs the Executive that his employment is so terminated;

(ii)           if the Executive voluntarily resigns his employment without Good Reason, thirty (30) days after receipt by the Company of notice of such resignation or such other (and later) date stated as his Date of Termination in such written notice to the Company (provided, that the Company may accelerate the Date of Termination to an earlier date by providing the Executive with notice of such action, or, alternatively, the Company may place the Executive on paid leave during such period);

(iii)           if the Executive’s employment is terminated by reason of death or Disability, the date of death or Disability; or

(iv)           if the Executive resigns his employment for Good Reason, upon timely written notice from the Executive after the period for curing such violation has expired in accordance with Section 1(i) below.

(i)           “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent:

(i)           a material diminution in the Executive’s authority, duties or responsibilities as normally associated with the position of Chief Executive Officer in a company the size and nature of the Company other than isolated actions not taken in bad faith and which are remedied by the Company promptly after receipt of written notice thereof given by the Executive;

(ii)           a reduction in the Executive’s Base Salary or bonus opportunity;

(iii)           a material breach by the Company of any provision of this Agreement which, if curable, is not cured within thirty (30) days after the Company’s receipt of written notice from the Executive; or

(iv)           the removal by the Company of the Executive as Chief Executive Officer or as a member of the Board of Directors of Holdings.

Anything herein to the contrary notwithstanding, the Company’s placing the Executive on a paid leave for up to ninety (90) days, pending a determination of whether there is a basis to terminate the Executive for “Cause,” shall not constitute a “Good Reason.”

Anything herein to the contrary notwithstanding, the Executive shall not be entitled to resign for Good Reason unless the Executive first provides the Company written notice of the event or circumstance constituting “Good Reason” within sixty (60) days after the Executive first becomes aware of such event or circumstance, the Company fails to cure such event within thirty (30) days after receipt of such notice, and the Executive resigns within ninety (90) days after the period for curing the event or circumstance has expired.