AMENDMENT TO EMPLOYMENT AGREEMENT

    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.

(c)           The Executive agrees to devote all of his business time, energies, skills, efforts and attention exclusively to his duties hereunder, and will not, without the prior written consent of the Company, render any material services to any other business concern.  The Executive will use his best efforts and abilities faithfully and diligently to promote the Company’s business interests while at all times strictly adhering to and performing all duties in accordance with applicable laws, rules and regulations and the policies and procedures of the Company in effect from time to time.  The Executive shall perform such duties and responsibilities at such places as shall from time to time be directed by the Board or reasonably necessary in the discretion of the Executive to fulfill the Executive’s obligations under this Agreement.

(d)           Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) subject to the reasonable approval of the Board, serving on the boards of directors of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that the activities described in the preceding clauses (i) through (iii) do not interfere with the proper performance of his duties and responsibilities for the Company or conflict with the business of the Company Group.

During the Term, the Executive shall be paid an annualized Base Salary of $375,000, payable in accordance with the regular payroll practices of the Company.  During the Term, the Base Salary may be increased, but not decreased, from time to time by the Board.  The Executive shall not be entitled to any compensation for service as an officer or member of any board of directors of any Affiliate.

On the Effective Date, the Executive shall be paid an annual performance bonus for calendar year 2009 in an amount equal to 50% of his Base Salary, subject to applicable withholding and deductions as required by law.  Beginning with fiscal year 2010 (which begins on January 1, 2010), and continuing during the Term, the Executive shall be eligible to receive an annual incentive award subject to the conditions set forth herein (“ Annual Bonus ”).  In the event the Company’s consolidated Earnings Before Interest, Taxes, Depreciation, Amortization (“ EBITDA ”) for the relevant fiscal year as derived from the Company’s consolidated audited financial statements equals the EBITDA Target (as defined below) for such fiscal year, the Executive shall receive an Annual Bonus equal to 100% of his Base Salary (the “ Target Bonus ”).  In the event the Company’s EBITDA for the relevant fiscal year as derived from the Company’s consolidated audited financial statements is greater than the EBITDA Target for such fiscal year, the Executive shall receive an Annual Bonus equal to the Target Bonus plus an additional bonus incremental to the Target Bonus by the percentage improvement over the EBITDA Target.  In the event the Company’s EBITDA for the relevant fiscal year as derived from the Company’s consolidated audited financial statements is less than the EBITDA Target for such fiscal year, the Executive shall receive an Annual Bonus equal to the Target Bonus less the percentage difference between the EBITDA Target and the Company’s EBITDA for such fiscal year.  Any Annual Bonus shall be payable when bonuses for the applicable fiscal year are paid to other senior executives of the Company. Subject to Section 9 below, to be eligible to receive any Annual Bonus (or portion thereof), the Executive must be employed by the Company on the last day of the fiscal year for which the bonus is being paid.  The “ EBITDA Target ” shall be set each year by the Board in good faith.

On the Effective Date, the Executive and Holdings shall enter into a Restricted Stock Subscription Agreement (the “ Subscription Agreement ”), in the form attached as Exhibit A hereto and Holdings shall grant to the Executive a stock option to purchase shares of Holding’s common stock pursuant to the Holdings equity incentive plan.

During the Term, the Executive shall be entitled to participate in all employee savings and welfare benefit plans and programs made available to the Company’s senior-level executives on a basis no less favorable than provided to other similarly-situated executives, as such plans or programs may be in effect from time to time, including, without limitation, savings and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and any other pension or retirement plans or programs and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time (each a “ Benefit Plan ”).  The Company may amend, modify or rescind any Benefit Plan at any time without notice and in its sole and absolute discretion provided that the Executive is not singled out for a reduction of benefits.

(a)           During the Term, the Executive is authorized to incur reasonable out-of-pocket business expenses in carrying out his duties and responsibilities under this Agreement, including but not limited to, reasonable and documented travel expenses incurred by the Executive, and the Company shall promptly reimburse him for such expenses incurred in connection with carrying out the business of the Company, subject to documentation and otherwise in accordance with the Company’s policy.

(b)           The Executive shall be entitled to the perquisites provided to other senior-level executives.  The Executive shall also be entitled to a car allowance of $1,500 per month.

(c)           The Executive shall be entitled to four (4) weeks paid vacation per year, which shall accrue in accordance with Company policy.  Vacation days shall be taken at such time as is convenient for, and approved by, the Board.

(a)           Events of Termination .  This Agreement and the Executive’s employment shall terminate upon the occurrence of any of the events described in this Section 9(a).

(i)           This Agreement shall automatically terminate upon the Executive’s death.

(ii)           To the extent permitted by law, this Agreement may be terminated by the Company upon the occurrence of a Disability.

(iii)           The Company may, at its option, terminate this Agreement for Cause.

(iv)           The Company may, at its option, terminate this Agreement without Cause (and other than as a result of the Executive’s death or a Disability) immediately upon the giving of notice of termination to the Executive (or such later date as may be required by applicable law).

(v)           The Executive may terminate this Agreement for Good Reason or without Good Reason.

(vi)           This Agreement shall automatically terminate upon the expiration of the Term if the Company elects not to renew the Agreement.

(b)           Notice of Termination .  Any termination of Employee’s employment by the Company or by the Executive (other than on account of death), shall be communicate