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                                                                   EXHIBIT 10.12


                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (this "Agreement"), is made and entered into
effective as of August 20, 2003 by and between Guardian Technologies
International, Inc. a Delaware corporation, whose principal executive offices
are located at 21351 Ridgetop Circle, Suite 300, Dulles, Virginia (the
"Company") and Berthel Fisher & Company Financial Services, Inc., an Iowa
corporation, whose principal executive offices are located at 701 Tama Street,
Marion, Iowa (the "Consultant").

                                    RECITALS:

         WHEREAS, Company is a public company whose common stock is currently
quoted on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board under the symbol
"GDTI"; and

         WHEREAS, Company desires to engage the services of Consultant to
represent the company, on a best efforts basis, by introducing Company to the
financial community, investors, and/or possible business partners or acquisition
targets; and

         WHEREAS, the Consultant is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, and is a member in good standing of
The National Association of Securities Dealers, Inc.

    NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements hereinafter set forth and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.       TERM OF CONSULTANCY. Company hereby agrees to retain the Consultant on
         a non-exclusive basis to provide certain consulting services to the
         Company as more particularly set forth herein below, and the Consultant
         hereby agrees to provide such services to the Company. The term of this
         Agreement shall commence on August 20, 2003 and shall terminate on
         August 20, 2005; provided that this Agreement may be terminated for any
         reason or no reason by either party hereto upon fifteen (15) days prior
         written notice to the other party hereto.
2.       DUTIES OF CONSULTANT. The Consultant agrees that it will use its best
         efforts to provide the following specified consulting services through
         its officers and employees during the term specified in section 1.
       (a) Consult and assist the Company in developing and implementing
           appropriate plans and means for presenting the Company and its
           business plans, strategy and personnel to the financial community;
           and
       (b) Introduce the Company to one or more investors who provide financing
       in the form of debt and/or equity capital to company's similar to the
       Company; and

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       (c) Introduce the Company to one or more possible business partners
       and/or one or more companies that are compatible with the business of the
       Company and may be an appropriate acquisition candidate for the Company
       (an "acquisition candidate").

3. CONSULTING AND ACQUISITION FINDER'S FEES.

         3.1  (a) It is understood that, in the event Consultant introduces
                  Company or an affiliate to a lender or equity investor not
                  already having a preexisting relationship with the Company, or
                  its affiliates, and the Company obtains any debt or equity
                  financing from such a lender or equity investor (the
                  "Financing"), the Company agrees to pay or issue Consultant
                  for such services at the closing of the Financing, the
                  following fee (the "Consulting Fee") (i) a fee in the amount
                  of 6% of total gross Financing provided by such lender or
                  equity investor introduced to the Company by Consultant, such
                  fee to be payable in cash, stock or any combination thereof in
                  the Consultant's discretion, and (ii) a warrant to purchase a
                  number of shares of the common stock of the Company equal to
                  4% of the common stock of the Company issued in the offering
                  by the Company to the investor introduced to the Company by
                  the Consultant, and such warrant shall be exercisable for a
                  period of 5 years from the issue date thereof and shall be
                  exercisable at a price of $1.95 per share. The warrant issued
                  pursuant to Section 3.1(a)(ii) above, when issued will contain
                  standard terms and conditions associated with offerings of the
                  type and size including but not limited to a one time
                  piggyback registration right. The Consulting Fee will be in
                  addition to any fees payable by Company to any other
                  intermediary, if any, which shall be the subject of separate
                  agreements negotiated between Company and such other
                  intermediary.

              (b) It is also understood that, in the event Consultant introduces
                  the Company or its affiliates, to an acquisition candidate not
                  already having a preexisting relationship with the Company,
                  which Company or its affiliates ultimately acquires, Company
                  agrees to compensate Consultant for such services by payment
                  of a "finders fee" in the amount of 3% of total gross
                  consideration ("Acquisition Finder's Fee") provided by such
                  acquisition (but excluding any consideration utilized in
                  connection with such acquisition arising from any Financing
                  provided by an investor introduced to the Company by the
                  Consultant and with respect to which Consultant is entitled to
                  a Consulting Fee), such fee to be payable in cash, stock or
                  any combination thereof at Consultant's discretion. This
                  Acquisition Finder's Fee will be in addition to any fees
                  payable by Company to any other intermediary.

         Any obligation to pay a Consulting Fee or Acquisition Finder's Fee
         hereunder shall survive the merging, acquisition, or other change in
         the form of entity of the Company and to the extent it remains
         unfulfilled shall be assigned and transferred to any successor to the


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         Company. Notwithstanding the foregoing, any Consulting Fee or
         Acquisition Finder's Fee payable hereunder or pursuant to Section 3.4
         below shall be contingent on the Company actually receiving the
         Financing or acquiring the acquisition candidate, as the case may be,
         and provided further that a closing shall have occurred in connection
         with the applicable Financing or acquisition. Furthermore, in the event
         Consultant elects to receive any compensation hereunder in the form of
         shares of common stock, other equity compensation hereunder, or any
         warrant to purchase equity securities, Consultant shall execute such
         additional reasonable documentation and make such representations in
         connection with the issuance thereof as shall assure the availability
         of an exemption from the registration requirements under federal and
         state securities laws as counsel for the Company shall deem necessary
         or appropriate.

         3.2      It is further understood that Company, and not Consultant, is
                  responsible for performing any and all due diligence with
                  regard to any lender, equity investor or acquisition candidate
                  introduced to it by the Consultant pursuant to this Agreement
                  prior to any closing with regard to any such Financing or
                  acquisition.

         3.3      Company agrees that any Consulting Fee or Acquisition Finder's
                  Fee payable to Consultant hereunder shall be paid in full at
                  the time a Financing or acquisition is closed and in the case
                  of any Financing, only upon receipt of such Financing.

         3.4      During a period of one year period following the expiration or
                  termination of this Agreement, and subject to the conditions
                  set forth in Sections 3.1 through 3.6 of this Agreement, the
                  Company agrees to pay to the Consultant (i) a Consulting Fee
                  equal to that outlined in Section 3.1(a) hereinabove, with
                  respect to any Financing provided to the Company by any lender
                  or equity purchaser introduced by the Consultant to the
                  Company during the term of this Agreement, and (ii) an
                  Acquisition Finder's Fee equal to that outlined in Section
                  3.1(b) hereinabove with respect to any acquisition by the
                  Company of any acquisition candidate introduced by the
                  Consultant to the Company during the term of this Agreement.

         3.5      Consultant will notify Company of introductions it makes for
                  potential sources of financing or acquisitions in a timely
                  manner (within approximately 3 days of introducing) via
                  facsimile memo. If Company has a preexisting relationship with
                  such nominee and believes such party should be excluded from
                  this Agreement, then Company will notify Consultant within
                  forty-eight (48) hours of Company's receipt of Consultant's
                  facsimile to Company of such pre-existing relationship via
                  facsimile memo. Upon request of Consultant, Company shall


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                  provide Consultant reasonable evidence of such preexisting
                  relationship. Notwithstanding the foregoing, Consultant shall
                  not contact or make any introduction to any third party with
                  regard to any proposed Financing or acquisition by the Company
                  without the prior written consent of the Company.

         3.6      For purposes of this Agreement, Company acknowledges that
                  Brett Williams, a licensed Registered Representative
                  associated with the Consultant, a registered broker dealer, is
                  the only individual who will be performing the services under
                  this Agreement and that there will be no other Registered
                  Representative associated with the Consultant performing
                  duties under this Agreement, unless specifically requested by
                  the Company and specifically agreed to by the Consultant.

3.       EXPENSES. Consultant agrees to bear and pay for all of its own expenses
         incurred in the performance of its duties under this Agreement (such as
         telephone, mailing, labor, etc.); provided that the Company shall pay
         all extraordinary expenses incurred by the Consultant, such as airline
         travel, luncheons or dinners to large groups of investment
         professionals, financiers, possible business partners or acquisition
         candidates, investor conference calls, print advertisements in
         publications and provided further that all such extraordinary expenses
         shall have been approved in advance and in writing by the Company prior
         to Consultant incurring such expenses.

5.       COMPANY EXPENSES. The Company is responsible for preparing any and all
         documents related to any Financing, securities offering or acquisition
         that the Company and/or its counsel deems necessary in order to assure
         the Company's compliance with applicable laws including, but not
         limited to, applicable federal and state securities laws; provided that
         it is understood that any investor or acquisition candidate introduced
         to the Company by the Consultant shall be responsible for its own legal
         and other expenses related to the negotiation and preparation of any
         documentation in connection with a Financing or acquisition, as the
         case may be, unless otherwise expressly agreed to in writing by the
         Company.

6.       DUE DILIGENCE. The Company agrees to provide copies of due diligence
         information regarding the Company including, but not limited to, copies
         of such financial statements as it deems necessary or appropriate (it
         being understood that the Company files annual reports on Form 10-KSB
         and quarterly reports on Form 10-QSB with the SEC including financial
         statements of the Company and certain other disclosures which provide
         financial and other information regarding the Company) as well as any
         other information and/or documentation reasonably requested by any
         investor introduced to the Company by the Consultant and/or acquisition
         candidates; provided that all such information shall be furnished only
         pursuant to a confidentiality and non-disclosure agreement reasonably
         satisfactory to the parties thereto.

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7.       REPRESENTATIONS AND WARRANTIES.

         (a) The Company warrants and represents that all written documents or
         materials furnished to Consultant by the Company with respect to
         financial affairs, operations, profitability and strategic planning of
         the Company are materially accurate as of the date of preparation
         thereof, suchfinancial information shall have been prepared within 110
         days of delivery to Consultant and Consultant may rely upon the
         accuracy thereof without independent investigation.

         (b) The Company is not in default in the performance of any obligation,
         agreement or condition contained in any debenture, note, loan agreement
         or other evidence of indebtedness of the Company.

         (c) The Company is duly incorporated and validly existing, and in good
         standing as a corporation under the laws of the State of Delaware. The
         Company's authorized, issued and outstanding capital stock is as set
         forth in the Company's most recent filings with the SEC. It has the
         power and the authority to own its property and conduct its business,
         present and proposed, as described in the filing and the Company has
         full corporate power and authority to enter into this Agreement. The
         Company is duly qualified and in good standing as a foreign corporation
         in each jurisdiction in which it owns or leases real property or
         transacts business requiring such qualification, except where the
         failure to so qualify or to be in good standing would not result in a
         material adverse effect on the Company.

         (d) Any shares of stock and/or any warrant of the Company which may be
         issued pursuant to this Agreement, will have been duly and validly
         authorized and, when issued and delivered, will be validly issued,
         fully paid and non-assessable. The stock and/or any warrant stock, upon
         issuance, will not be subject to the preemptive rights of any
         shareholder of the Company. Any warrant, when sold, issued and
         delivered, will constitute a valid and binding obligation of the
         Company enforceable against it in accordance with the terms thereof.

8.       INDEMNIFICATION. Each party shall indemnify, defend and hold the other
         harmless from and against any and all losses, liabilities, damages,
         claims, costs, judgments and expenses and causes of action arising out
         of or in connection with this Agreement. If any claim arises to which
         the provisions of this Agreement may be applicable, the party against
         whom such claim is made shall immediately upon learning of such claim,
         notify the other party. The other party may settle or compromise such
         claim or retain counsel of its own choosing and control and prosecute
         the defense. In no event shall the party against whom the claim is
         asserted have the right to pay, settle or compromise such claim without
         the prior written consent of the party who may be obligated for such
         indemnity. The parties agree that they will not unreasonably withhold
         their consent to any such payment, settlement or compromise.

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9.       STATUS AS INDEPENDENT CONTRACTOR. Consultant's engagement pursuant to
         this Agreement shall be as an independent contractor with regard to the
         Company, and not as an employee, officer or other agent of the Company.
         Neither party to this Agreement shall represent or hold itself out as
         the employer or employee of the other party. Consultant further
         acknowledges the consideration provided hereinabove will be, upon
         payment or issuance thereof, a gross amount of consideration and that
         the Company will not withhold from such consideration any amounts as to
         income taxes, social security payments or any other payroll taxes,
         unless required to do so under applicable laws. All such income taxes
         and other such payments shall be made or provided for by Consultant and
         the Company shall have no responsibility or duties regarding such
         matters. Neither the Company nor the Consultant possesses the authority
         to bind each other in any agreements without the express written
         consent of the entity to be bound.

10.      ATTORNEY'S FEES. If any legal action or any arbitration or other
         proceeding is brought for the enforcement or interpretation of this
         Agreement, or because of an alleged dispute, breach, default or
         misrepresentation in connection with or related to this Agreement, the
         successful or prevailing party shall be entitled to recover reasonable
         attorney's fees and other costs in connection with that action or
         proceeding, in addition to any other relief to which it or they may be
         entitled.

11.      WAIVER. The waiver by either 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 subsequent breach by such other party.

12,      NOTICES. All notices, requests, and other communications hereunder
         shall be deemed to be duly given if sent by Certified U.S. Mail, Return
         Receipt Requested postage prepaid, or by recognized commercial carrier
         and should be addressed to the other party at the address as set forth
         herein below:

         If to the Company, to:

         Guardian Technologies International, Inc.
         21351 Ridgetop Circle
         Suite #300
         Dulles, VA  20166
         Fax No. : (703) 654-6091
         Attn : Robert A. Dishaw, President


         If to the Consultants, to:

         Berthel Fisher& CoMPANY Financial Services, Inc.
         Bret Williams
         4019 Steeple Run
         Crystal Lake, IL  60014
         Fax No.: ___________

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         With a copy to:

         Thomas J. Berthel
         701 Tama Street
         Marion, IA 52302

         It is understood that either party may change the address to which
         notices for it shall be addressed by providing notice of such change to
         the other party in the manner set forth in this paragraph.

13.      CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be governed
         by, construed and enforced in accordance with the laws of the State of
         Iowa. The parties agree that Linn County, IA will be the venue of any
         dispute and will have jurisdiction over all parties.

14.      COMPLIANCE WITH REGULATION FD. Consultant understands that Company is
         subject to certain obligations in connection with the disclosure of
         material nonpublic information to certain persons outside the issuer,
         including broker-dealers, investment advisers, institutional investment
         managers (and their associated persons), investment companies, and
         holders of the company's securities (collectively, the "Enumerated
         Persons"). In order to help assure Company's compliance with the
         provisions of Regulation FD promulgated by the SEC, Consultant will not
         disclose to any third party any information that has been furnished to
         Consultant by Company without the Company's prior written consent; and,
         further, in the event of any proposed disclosure of such information to
         any Enumerated Person by Consultant, Consultant shall assure that each
         such Enumerated Person agrees to keep such disclosed information in
         confidence by executing an appropriate confidentiality or similar
         agreement with Company.

15.      ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
         parties relating to the subject matter hereof. This Agreement and its
         terms may not be changed orally but only by an agreement in writing
         signed by the party against whom enforcement of any waiver, change,
         modification, extension or discharge is sought. Signed facsimile copies
         hereof shall be valid and bonding on the parties hereto.

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       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.


Guardian Technologies International, Inc.
(the "Company")


By: /S/ ROBERT A. DISHAW
    --------------------
Name: Robert A. Dishaw
Title: President


Berthel Fisher & Company Financial Services, Inc.
(the "Consultant")


By: /S/ THOMAS J. BERTHEL                    /S/ BRETT WILLIAMS
    ---------------------                    -------------------
Name: Thomas J. Berthel                      By: Brett Williams
Title: CEO                                   Title: Registered Representative


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