EXECUTION COPY

                                    AGREEMENT

         AGREEMENT, dated as of the 27th day of April, 2001 (this "Agreement"),
between Guardian International, Inc., a Florida corporation (the "Company"), and
Richard Ginsburg ("Ginsburg").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is appropriate and in the best interests of the Company and
its stockholders to reinforce and encourage the continued attention and
dedication of members of the Company's Board, including Ginsburg, to their
duties;

         WHEREAS, Ginsburg is a party to a Severance Agreement with the Company,
dated as of January 19, 2000, attached as Exhibit A hereto, (the "Severance
Agreement");

         WHEREAS, the Company has released Ginsburg from the Severance Agreement
and consented to Ginsburg's acceptance of the position as Chief Executive
Officer of Protection One, Inc., a Delaware corporation, pursuant to that
certain letter agreement of even date herewith, attached as Exhibit B hereto,
(the "Waiver"); and

         WHEREAS, the Company and Ginsburg are parties to that certain Agreement
dated as of November 10, 2000, (the "Lock-up Agreement"), pursuant to which
Ginsburg is bound by certain restrictions on sales or other transfers of capital
stock of the Company as described therein; and

         WHEREAS, the Company and Ginsburg desire that the Severance Agreement
be terminated, and that the terms and conditions set forth herein apply to
Ginsburg in connection with his serving as a member of the Board of Directors of
the Company from and after the date hereof.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and in further consideration of Ginsburg serving as a member of
the Board of Directors of the Company, the Company and Ginsburg do hereby agree
as follows:

         1. Certain Definitions. For purposes of this Agreement, the following
terms have the meanings indicated:


            (a) "Award" shall mean any award granted pursuant to the terms of
         the Plan and pursuant to the non-Plan Stock Option Agreement dated
         October 15, 1997, including but not limited to stock options, stock
         appreciation rights ("SARs") (including Limited SARs), restricted
         stock, deferred stock, stock granted as a bonus or in lieu of other
         awards, dividend equivalents, and other stock-based awards.

<PAGE>

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time. References to the Code shall be deemed to include
         successor provisions thereto and regulations thereunder.

            (c) "Change in Control" shall be deemed to have occurred upon:

                (i) the date of the acquisition by any "person" (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act),
            excluding the Company or any of its subsidiaries or affiliates or
            any employee benefit plan sponsored by any of the foregoing, of
            beneficial ownership (within the meaning of Rule 13d-3 under the
            Exchange Act) of 50% or more of either (x) the then outstanding
            shares of common stock of the Company or (y) the then outstanding
            voting securities entitled to vote generally in the election of
            directors; or

                (ii) the date the individuals who constitute the Board as of the
            date of this Agreement (the "Incumbent Board") cease for any reason
            to constitute at least a majority of the members of the Board,
            provided that any individual becoming a director subsequent to the
            effective date of this Agreement whose election, or nomination for
            election by thc Company's stockholders, was approved by a vote of at
            least a majority of the directors then comprising the Incumbent
            Board (other than any individual whose nomination for election to
            Board membership was not endorsed by the Company's management prior
            to, or at the time of, such individual's initial nomination for
            election) shall be, for purposes of this Agreement, considered as
            though such person were a member of the Incumbent Board; or

                (iii) the consummation of a merger, consolidation,
            recapitalization, reorganization, sale or disposition of all or a
            substantial portion of the Company's assets, a reverse stock split
            of outstanding voting securities, the issuance of shares of stock of
            the Company in connection with the acquisition of the stock or
            assets of another entity, provided, however, that a Change in
            Control shall not occur under this clause (iii) if consummation of
            the transaction would result in at least 50% of the total voting
            power represented by the voting securities of the Company (or, if
            not the Company, the entity that succeeds to all or substantially
            all of the Company's business) outstanding immediately after such
            transaction being beneficially owned (within the meaning of Rule
            13d-3 promulgated pursuant to the Exchange Act) by at least 50% of
            the holders of outstanding voting securities of the Company
            immediately prior to the transaction, with the voting power of each
            such continuing holder relative to other such continuing holders not
            substantially altered in the transaction.

<PAGE>

            (d) "Disability" shall mean the permanent and total disability of
         Ginsburg as defined in Section 22(e)(3) of the Code.

            (e) "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended from time to time. References to any provision of the
         Exchange Act shall be deemed to include rules thereunder and successor
         provisions and rules thereto.

            (f) "Plan" shall mean the 1999 Stock Option Plan of Guardian
         International, Inc.

            (g) "Termination for Cause" or "Terminate for Cause" shall mean the
         termination of Ginsburg's employment by, or service to, the Company
         because Ginsburg (i) engaged in one or more acts constituting a felony;
         (ii) willfully engaged in one or more acts involving actual fraud; or
         (iii) willfully misappropriated Company assets or willfully engaged in
         misconduct either of which is materially injurious to the Company or
         its affiliates. For purposes of this Agreement, the term "willful"
         means an act done, or omitted to be done, in bad faith, provided that
         Ginsburg knew or reasonably should have known that the act or omission
         was not in the best interest of the Company.

            (h) "Termination Without Cause" or "Terminate Without Cause" shall
         mean that the termination of Ginsburg's service occurred for a reason
         other than Termination for Cause, death or Disability.

         2. Termination Without Cause. In the event of the termination of
Ginsburg's service as a member of the Company's Board other than as a
Termination for Cause (and other than by death or Disability), the Company shall
pay or provide to Ginsburg the following:

            (a) a payment calculated as the product of (i) a ratio, the
         numerator of which is the number of Ginsburg's shares subject to the
         Lock-up Agreement (i.e., the number of shares not released from the
         Lock-up Agreement) at the time of his termination pursuant to this
         Section 2 and the denominator of which is 639,596; and (ii) five
         hundred fifty thousand dollars ($550,000); such payment to be made in a
         lump sum within 30 days following the date of Ginsburg's termination;
         and

            (b) with respect to any Award granted to Ginsburg pursuant to the
         Plan and/or pursuant to the non-Plan Stock Option Agreement dated
         October 15, 1997, which is subject to future vesting and/or other
         restrictions regarding the exercisability or full enjoyment of the
         Award as of the date of Ginsburg's termination (if any), then,
         notwithstanding the terms of the Plan or the certificate evidencing the
         Award thereunder, the continued vesting or lapse of restrictions with
         respect to such Award shall not cease with reference to such
         termination, but shall continue during the duration of the term of the
         Award in accordance with the schedule set forth in the certificate
         evidencing such Award as if Ginsburg's service to the Company had

<PAGE>

         continued throughout such vesting and/or lapse of restriction period.
         In addition, with respect to each Award granted to Ginsburg pursuant to
         the Plan or pursuant to the non-Plan Stock Option Agreement dated
         October 15, 1997, (whether or not fully vested or free of restrictions
         at the time of termination or resignation hereunder), the
         exercisability and the full enjoyment of such Award shall not terminate
         with reference to such termination, but shall be extended for the
         duration of the entire term of the Award in accordance with the Plan
         and/or non-Plan Stock Option Agreement dated October 15, 1997, and/or
         the certificate evidencing such Award as if Ginsburg's service to the
         Company had continued during such entire term, notwithstanding the
         terms of the Plan or non-Plan Stock Option Agreement or the certificate
         evidencing the Award thereunder;

            (c) Notwithstanding the provisions of Sections 2(a) and (b) herein,
         Ginsburg shall be entitled to the payments provided for in this Section
         2 only if Ginsburg remains a party to the Lock-up Agreement at the time
         of the termination of Ginsburg's service as a member of the Company's
         Board for a reason other than Termination for Cause.

         3. Termination for Death. In the event of the termination of service by
Ginsburg by reason of his death, no amount shall be payable to Ginsburg's
designated beneficiary or estate. With respect to any Award granted to Ginsburg
pursuant to the Plan, in the event that such Award is subject to future vesting
or other restrictions regarding the exercisability or full enjoyment of the
Award as of the date of Ginsburg's death, then, notwithstanding the terms of the
Award Agreement, all restrictions thereon shall immediately lapse, and each such
Award shall be deemed immediately and fully vested and exercisable under the
Plan by Ginsburg's designated beneficiary or estate, as of the date of such
death, for a period of 365 days from the date of Ginsburg's death.

         4. Termination for Cause or Disability.  In the event of Ginsburg's
Termination for Cause or as a result of Disability, only the benefit set forth
in paragraph (b) of Section 2 shall be given to Ginsburg.

         5. Termination or Resignation in connection with a Change in Control.
            -----------------------------------------------------------------

            (a) Notwithstanding the provisions of Sections 2 and 4, in the event
         of the termination of the employment of Ginsburg for any reason other
         than death, whether initiated by the Company with or without Cause, or
         initiated by Ginsburg, which termination occurs within the one year
         period following the date of a Change in Control, then Ginsburg shall
         be entitled to receive the amount set forth in Section 2(a) and the
         benefit described in Section 2(b).

            (b) Notwithstanding the provisions of Section 2, in the event of the
         resignation or termination of the employment of Ginsburg for any
         reason, and such resignation or termination occurs within the four
         month period (i) prior to the date of a Change in Control, (ii)

<PAGE>

         following commencement (within the meaning of Rule 14d-2 as promulgated
         under the Exchange Act) of a "tender offer" for stock of the Company
         subject to Section 14(d)(2) of the Exchange Act, which if consummated,
         would result in an acquisition described in clause (i) of Section l(c),
         (iii) following the execution by the Company of an agreement the
         consummation of which would constitute a Change in Control, (iv)
         following the solicitation of proxies for the election of directors by
         anyone other than the Company, or (v) following the approval by the
         Company's stockholders of any transaction described in Section
         1(c)(iii), then,

                 (x) Ginsburg shall be entitled to receive the amounts and
            benefits specified in Section 5(a); and

                 (y) with respect to any Award granted to Ginsburg pursuant to
            the Plan or the non-Plan Stock Option Agreement dated October 15,
            1997, in the event that such Award is subject to future vesting or
            other restrictions regarding the exercisability or full enjoyment of
            the Award as of the date of such resignation or termination, then,
            notwithstanding the terms of the Award Agreement, the accelerated
            vesting and lapse of restriction provisions set forth in Section 4
            of the Plan or the non-Plan Stock Option Agreement dated October 15,
            1997 shall bc applicable with respect to such Awards as if a Change
            in Control had occurred on the date of such resignation or
            termination.

Amounts and benefits payable by reason of clause (b)(i) of this Section 5 shall
be paid within ten days following the date of the Change in Control, but shall
be offset by any amounts previously paid pursuant to Section 2.

            (c) Notwithstanding the provisions of Sections 5(a) and (b) herein,
         Ginsburg shall be entitled to the payments provided for in this Section
         5 only if Ginsburg remains a party to the Lock-up Agreement at the time
         of the termination of Ginsburg's service as a member of the Company's
         Board in connection with a Change of Control.

         6. Certain Taxes. The Company shall have the right to deduct from any
amounts payable under this Agreement an amount necessary to satisfy its
obligation, under applicable laws, to withhold income or other taxes of Ginsburg
attributable to payments made hereunder.

         7. No Obligation to Mitigate Damages: No Effect on Other Contractual
Rights. Ginsburg shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by
Ginsburg as the result of employment by another employer after the date of
resignation or termination, or otherwise. The provisions of this Agreement, and
any payment provided for hereunder, shall not reduce any amounts otherwise
payable, or in any way diminish Ginsburg's existing rights, or rights Ginsburg
may acquire in the future, under any employee incentive plan, employment
agreement or other plan or arrangement.

<PAGE>

         8. Indemnification. The Company shall indemnify, retroactively to the
date of the event giving rise to a Proceeding, Ginsburg within 60 days after
receipt of a request therefor against all judgments, fines, settlements,
payments and expenses, including reasonable attorneys' fees, paid or incurred in
connection with any claim, action, suit or proceeding, civil, criminal,
administrative or investigatory ("Proceeding"), to which Ginsburg may be made a
party or with which he may be threatened by reason of his being or having been
an employee, officer or director of the Company or, at the Company's request, an
employee, officer or director of any other corporation, firm, association or
other organization (excluding Western Resources, Inc. and Protection One, Inc.
and any affiliates of those two companies), or by reason of any action or
omission by Ginsburg in such capacity, whether or not Ginsburg continues to hold
such position or act in such capacity at the time of incurring such expenses or
at the time the indemnification is made, other than in connection with actions
taken by Ginsburg which constitute gross negligence in the performance of his
duties for the Company which Ginsburg has undertaken without the reasonable good
faith belief that such actions were in the best interest of the Company. The
foregoing right of indemnification shall not be exclusive of other rights to
which Ginsburg may otherwise be entitled. The Company shall pay the reasonable
expenses (including reasonable attorneys' fees) incurred by Ginsburg in
defending any Proceeding in advance of the final disposition thereof. The
Company shall advance all such expenses by or on behalf of Ginsburg within 15
days after receipt of his request therefor, accompanied or preceded by
reasonable evidence of such expenses. Ginsburg will also be named as an insured
under any directors and officers or similar insurance policy that the Company
may purchase.

         9. Successor to the Company. The Company will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to Ginsburg, expressly,
absolutely and unconditionally to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. For purposes of
clarity, any failure of the Company to obtain such agreement prior to the
effectiveness of any such succession or assignment shall be a material breach of
this Agreement. As used in this Agreement, the term "Company" shall mean the
Company as hereinbefore defined and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 9 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.

<PAGE>

         10. Enforcement.
             -----------

            (a) This Agreement shall inure to the benefit of and be enforceable
         by Ginsburg's personal and legal representatives, executors,
         administrators, successors, heirs, distributees, devisees and legatees.
         If Ginsburg should die while any amounts are still payable to him
         hereunder, all such amounts shall be paid in accordance with the terms
         of this Agreement to Ginsburg's estate or beneficiary.

            (b) In the event that the Company shall fail or refuse to make
         payment of any amounts due Ginsburg hereunder within the appropriate
         time period, the Company shall pay to Ginsburg, in addition to the
         payment of any other sums provided in this Agreement, interest,
         compounded daily, on any amount remaining unpaid from the date payment
         is required until paid to Ginsburg, at the rate from time to time
         announced by Chase Manhattan Bank as its "prime rate" plus 2%, each
         change in such rate to take effect on the effective date of the change
         in such prime rate.

            (c) The Company shall pay all reasonable fees and expenses
         (including attorneys' fees) that Ginsburg may incur as a result of the
         Company's contesting the validity, enforceability, or Ginsburg's
         interpretation of, this Agreement (regardless of the outcome of any
         litigation to enforce this Agreement).

         11.      Non-Competition.
                  ---------------

            (a) Ginsburg hereby acknowledges that the services which he will
         perform for the Company are of a special and unique nature, and that
         the Company would find it extremely difficult or impossible to replace
         Ginsburg. Accordingly, Ginsburg agrees that, in consideration of this
         Agreement and the payments to be received by him hereunder in the event
         the occurrence of certain actions as specified herein, Ginsburg will
         not (i) from and after the date hereof through the period during which
         Ginsburg continues to serve as a member of the Board of Directors of
         the Company (the "Service Period"), and (ii) in the event of Ginsburg's
         termination or resignation hereunder pursuant to the provisions set
         forth in Sections 2, 4 and 5 hereof, for the one-year period thereafter
         (the "Non-Competition Period"), directly or indirectly, own, manage,
         operate, join, control or participate in the ownership, management,
         operation or control of, or be connected as a director, officer,
         employee, partner, lender, consultant or Otherwise ("Participate" or a
         "Participation") with, any business or organization in any part of the
         United States in which the Company sells products or provides services,
         which Competes with the Company (as hereinafter defined), except with
         the Company's prior written consent. Notwithstanding the provisions in
         this paragraph, this Section 11 shall not prohibit Ginsburg's
         Participation at or with Protection One, Inc, a Delaware corporation
         ("Protection One"), or an affiliate of Protection One in any capacity.
         For purposes of this Agreement, a business or organization shall be
         deemed to "Compete with the Company" if such business or entity is
         engaged in the residential and/or commercial security business, and the
         residential and/or commercial security business constitutes the
         majority of such business or organization's business operations;
         provided, however, that with respect to a business or organization in

<PAGE>

         which the residential and/or commercial security business constitutes
         less than the majority of such business or organization's business
         operations, Ginsburg shall be prohibited hereunder from Participating
         in the division, segment or other portion of such business or entity
         which is engaged in the residential and/or commercial security business
         during the Non-Competition Period. Nothing in this paragraph shall
         prohibit Ginsburg from owning for investment purposes an aggregate of
         up to 3% of the publicly traded securities of any corporation listed on
         the New York or American Stock Exchange or whose securities are quoted
         on the NASDAQ National Market, provided that there shall be no
         limitation on the percentage of ownership of the Company or any
         successor thereto that may be owned by Ginsburg hereunder.
         Notwithstanding anything which may be to the contrary herein, Ginsburg
         shall not be required to cease Participation in any business or
         organization which begins to Compete with the Company subsequent to the
         time when Ginsburg commences such Participation, provided that such
         business or organization began to Compete with the Company through no
         action, assistance, or plan of Ginsburg.

            (b) It is the desire and intent of the parties that the provisions
         of Section 11 of this Agreement shall be enforced under the laws and
         public policies applied in each jurisdiction in which enforcement is
         sought. Accordingly, if any particular provision of Section 11 of this
         Agreement is adjudicated to be invalid or unenforceable or shall for
         any reason be held to be excessively broad as to duration, geographic
         scope, activity or subject, it shall be construed by limiting and
         reducing it, so as to be enforceable to the extent compatible with
         applicable law and such provision shall be deemed modified and amended
         to the extent necessary to render such provision enforceable in such
         jurisdiction.

            (c) In the event of a breach or threatened breach by Ginsburg of the
         provisions of Section 1 l(a), in addition to other remedies available
         to the Company at law (the amount of which shall be limited by this
         Section 11 (c)) or in equity, the Company shall be entitled to a
         temporary or permanent injunction or injunctions, or temporary
         restraining orders or orders to prevent breaches thereof, in each case,
         without the need to post any security or bond. All remedies available
         for breach of this Agreement are cumulative, and the pursuit of any
         remedy shall not be construed as an election of such remedy or as
         prohibiting the Company from or limiting the Company in pursuing any
         other remedies available for any breach or threatened breach of this
         Agreement. The parties hereto agree and stipulate in advance that in
         any action brought by or on behalf of the Company to recover damages
         against Ginsburg for a breach of the provisions of Section 11(a)
         hereof, the maximum damages that may be awarded in the event that
         Ginsburg is ultimately adjudged to have breached such provisions shall
         be limited to Ginsburg's most recent annual salary multiplied by a
         fraction, the numerator of which shall be the number of full months
         that Ginsburg was finally adjudged to have been in breach of this
         covenant, and the denominator of which shall be twelve.

<PAGE>

         12. Confidentiality.
             ---------------

            (a) Ginsburg acknowledges that the Company will be engaged in a
         business involving Confidential Information (as hereinafter defined)
         that is proprietary to the Company. In addition, Ginsburg acknowledges
         that through his services as a member of the Board of Directors of the
         Company, he will have access to, and will acquire or assist in the
         development of, Confidential Information regarding the Company and its
         technologies, customers and plans, the disclosure of which to others
         would cause the Company to suffer substantial damage. In consideration
         of the obligations undertaken by the Company as set forth herein,
         Ginsburg will not, at any time during or after the Service Period,
         publish, disclose or use, or authorize any other person or entity to
         publish, disclose or use, any Confidential Information of or about the
         Company of which Ginsburg has already become, or becomes, aware or
         informed during his services with the Company, whether or not developed
         by him, except (i) as required by law (including but not limited to
         judicial or administrative process), (ii) in the performance of
         Ginsburg's duties for the Company, or (iii) in the event that the
         Confidential Information becomes generally known to the public through
         no actions (either directly or indirectly) of Ginsburg. For purposes
         hereof, the term "Confidential Information" shall include, without
         limitation, matters of a technical nature, "know-how," formulas, secret
         processes, works of authorship, computer programs, materials, patent
         applications, new product plans, technical improvements, test data,
         progress reports and research projects, and matters of a business
         nature, such as business plans, prospects, financial information,
         marketing plans and strategies, proprietary information about costs,
         profits, markets, sales, lists of customers and suppliers of the
         Company, procurement and promotional information, credit and financial
         data concerning customers or suppliers of the Company, information
         relating to the management and operation of the Company, and other
         information of a similar nature to the extent not available to the
         public.

         13. Non-Solicitation. During (a) the Service Period, and (b) in the
event of Ginsburg's termination or resignation hereunder pursuant to the
provisions set forth in Sections 2, 4 and 5 hereof, for the two-year period
thereafter (the "Non-Solicitation Period"), Ginsburg shall not, directly or
indirectly (i) solicit, entice or induce any individual that currently (i.e.,
currently at the time of any such restricted action during the Non-Solicitation
Period) is an employee of the Company to become employed by any individual,
business or entity other than the Company, or (ii) approach any such employee
for such purpose.

         14. Termination of All Prior Severance and Employment Agreements. All
prior Severance and Employment Agreements between Ginsburg and the Company are
hereby terminated, and shall be considered null and void as of the date first
above written.

<PAGE>

         15. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

                  If to the Company:
                  Guardian International, Inc.
                  3880 N. 28th Terrace
                  Hollywood, FL  33020

                  If to Ginsburg:
                  Richard Ginsburg
                  PO Box 800207
                  Miami, FL  33280-0207

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

         16. Modifications and Waivers. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto. No waiver by any party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed to be a waiver of similar or dissimilar provision or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

         17. Validity. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


                                   [Signature pages follow]


<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.

                                 GUARDIAN INTERNATIONAL, INC.


                                 By: /s/ DARIUS G. NEVIN
                                     -------------------------------------------
                                     Name: Darius G. Nevin
                                     Title:  Vice President and Chief Financial
                                             Officer

                                RICHARD GINSBURG


                                 /s/ RICHARD GINSBURG
                                 -----------------------------------------------

<PAGE>


                                    EXHIBIT A
                                   ---------


                                                                 EXECUTION COPY

                               SEVERANCE AGREEMENT

         SEVERANCE AGREEMENT, dated as of the 19th day of January, 2000 (this
"Agreement"), among Guardian International, Inc., a Florida corporation (the
"Company"), and Richard Ginsburg (the "Executive").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Board of Directors of thc Company (the "Board") has
determined that it is appropriate and in the best interests of the Company and
its stockholders to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties; and

         WHEREAS, the Executive is a party to the "Employment Agreement" with
the Company, dated as of October 21, 1997 (the "Prior Employment Agreement");
and

         WHEREAS, the Company and the Executive desire that the Prior Employment
Agreement be terminated, and that the terms and conditions set forth herein
apply to the Executive in connection with his employment with the Company from
and after the date hereof.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and in further consideration of services to be performed by the
Executive for the Company, the Company and the Executive do hereby agree as
follows:

         1.       Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:

                  (a) "Award" shall mean any award granted pursuant to the terms
         of the Plan and pursuant to the non-Plan Stock Option Agreement dated
         October 15, 1997, including but not limited to stock options, stock
         appreciation rights ("SARs") (including Limited SARs), restricted
         stock, deferred stock, stock granted as a bonus or in lieu of other
         awards, dividend equivalents, and other stock-based awards.

                  (b) "Cause" shall mean: (i) the willful and continued failure
         by the Executive to substantially perform his duties for the Company
         (other than any such failure resulting from the Executive's incapacity
         due to physical or mental illness, or any such actual or anticipated
         failure after the Executive announces his intention to resign for Good
         Reason), and such failure is not cured by the Executive within seven
         days from the date the Company notifies the Executive thereof, (ii) the
         willful engaging by the Executive in misconduct which is materially and
         financially injurious to the Company, or (iii) the Executive's
         conviction of a felony. No act, or failure to act, on the Executive's
         part shall be considered "willful" unless done, or omitted to be done,
         by him not in good faith and without reasonable belief that his action
         or omission was in the best interest of the Company.

                  (c) "Change in Control" shall be deemed to have occurred upon:
<PAGE>

                           (i) the date of the acquisition by any "person"
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Exchange Act), excluding the Company or any of its
                  subsidiaries or affiliates or any employee benefit plan
                  sponsored by any of the foregoing, of beneficial ownership
                  (within the meaning of Rule 13d-3 under the Exchange Act) of
                  50% or more of either (x) the then outstanding shares of
                  common stock of the Company or (y) the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors; or

                           (ii) the date the individuals who constitute the
                  Board as of the date of this Agreement (the "Incumbent Board")
                  cease for any reason to constitute at least a majority of the
                  members of the Board, provided that any individual becoming a
                  director subsequent to the effective date of this Agreement
                  whose election, or nomination for election by thc Company's
                  stockholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board (other than
                  any individual whose nomination for election to Board
                  membership was not endorsed by the Company's management prior
                  to, or at the time of, such individual's initial nomination
                  for election) shall be, for purposes of this Agreement,
                  considered as though such person were a member of the
                  Incumbent Board; or

                           (iii) the consummation of a merger, consolidation,
                  recapitalization, reorganization, sale or disposition of all
                  or a substantial portion of the Company's assets, a reverse
                  stock split of outstanding voting securities, the issuance of
                  shares of stock of the Company in connection with the
                  acquisition of the stock or assets of another entity,
                  provided, however, that a Change in Control shall not occur
                  under this clause (iii) if consummation of the transaction
                  would result in at least 50% of the total voting power
                  represented by the voting securities of the Company (or, if
                  not the Company, the entity that succeeds to all or
                  substantially all of the Company's business) outstanding
                  immediately after such transaction being beneficially owned
                  (within the meaning of Rule 13d-3 promulgated pursuant to the
                  Exchange Act) by at least 50% of the holders of outstanding
                  voting securities of the Company immediately prior to the
                  transaction, with the voting power of each such continuing
                  holder relative to other such continuing holders not
                  substantially altered in the transaction.

                  (d) "Disability" shall mean the Executive's incapacity due to
         physical or mental illness to substantially perform his duties on a
         full-time basis for six consecutive months; provided, however, that if
         the Executive shall not agree with a determination to terminate him
         because of Disability, the question of the Executive's Disability shall
         be subject to the certification of a qualified medical doctor agreed to
         by the Company and the Executive or, in the event of the Executive's
         incapacity to designate a doctor, the Executive's legal representative.
         In the absence of agreement between the Company and the Executive (or
         the Executive's representative, as the case may be), each party shall
         nominate a qualified medical doctor and the two doctors shall select a
         third doctor, who shall make the determination as to Disability.

                  (e) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended from time to time. References to any provision of the
         Exchange Act shall be deemed to include rules thereunder and successor
         provisions and rules thereto.

                                       2
<PAGE>

                  (f) "Good Reason" shall mean (i) the assignment to the
         Executive by the Company of duties inconsistent with the Executive's
         position, duties, responsibilities and status with the Company as in
         effect on the date of this Agreement or such later date on which the
         Executive agrees in writing to a change in such position, duties,
         responsibilities and/or status, or any removal of the Executive from or
         any failure to reelect the Executive to any of such positions; or (ii)
         any reduction by the Company in the Executive's base salary as in
         effect on thc date hereof or as the same may be increased from time to
         time; or (iii) any failure by the Company to continue in effect as to
         the Executive, without a substantially comparable replacement, any
         material compensation or benefit plan or program in which the Executive
         was participating; or (iv) any attempted relocation of the Executive's
         place of employment to a location more than 50 miles from the location
         of such employment on the date of such attempted relocation; or (v) any
         material breach by the Company of any provision of this Agreement. The
         Executive shall not be deemed to have resigned for Good Reason
         hereunder without (i) written notice by the Executive to the Company
         setting forth the reasons for the Executive's intention to resign for
         Good Reason, and (ii) an opportunity for the Company to cure the
         reasons which give rise to such claim within seven (7) after the date
         of such written notice.

                  (g) "Plan" shall mean the 1999 Stock Option Plan of Guardian
         International, Inc.

         2.       Termination Without Cause or Resignation with Good Reason. In
the event of (i) the termination of the employment of the Executive without
Cause (for any reason other than by death or Disability) or (ii) the resignation
of the Executive from the Company for Good Reason, the Company shall pay or
provide to the Executive the following:

                  (a) any earned and accrued but unpaid installment of base
         salary through the date of the Executive's resignation or termination
         at the rate in effect at the time of such resignation or termination
         (or, if greater, immediately prior to the occurrence of an event that
         constitutes Good Reason) and all other unpaid amounts to which the
         Executive is entitled as of such date under any compensation plan or
         program of the Company, including, without limitation, all accrued
         vacation time; such payments to be made in a lump sum within 30 days
         following the date of resignation or termination; and

                  (b) in lieu of any further salary payments to the Executive
         for periods subsequent to his date of resignation or termination, an
         amount equal to the sum of (i) the greater of two hundred thousand
         dollars ($200,000) or the Executive's annual base salary in effect
         immediately prior to the occurrence of an event that constitutes Good
         Reason, and (ii) the average of the annual bonus amounts that were
         earned by the Executive as bonus compensation from the Company for the
         most recent three years in which bonuses were paid to the Executive
         which occurred prior to the year in which the Executive's resignation
         or termination occurred; such payment to be made in a lump sum within
         30 days following the date of Executive's resignation or termination;
         and

                  (c) the Company shall maintain in full force and effect for
         one year following the date of the Executive's resignation or
         termination, for the continued benefit of the Executive, all employee
         welfare benefit plans and perquisite programs in which the Executive
         was entitled to participate immediately prior to the Executive's
         resignation or termination, provided that the Executive's continued
         participation is possible under the general terms and provisions of
         such plans and programs. In the event that the Executive's
         participation in any such plan or program is barred, the Company shall,
         at its sole cost and expense, arrange to provide the Executive with
         benefits substantially similar to those which the Executive would
         otherwise have been entitled to receive under such plans and programs
         from which his continued participation is barred; and

                                       3
<PAGE>

                  (d) with respect to any Award granted to the Executive
         pursuant to the Plan and/or pursuant to the non-Plan Stock Option
         Agreement dated October 15, 1997, which is subject to future vesting
         and/or other restrictions regarding the exercisability or full
         enjoyment of the Award as of the date of the Executive's resignation or
         termination (if any), then, notwithstanding the terms of the Plan or
         the certificate evidencing the Award thereunder, the continued vesting
         or lapse of restrictions with respect to such Award shall not cease
         with reference to such termination or resignation, but shall continue
         during the duration of the term of the Award in accordance with the
         schedule set forth in the certificate evidencing such Award as if the
         Executive's employment with the Company had continued throughout such
         vesting and/or lapse of restriction period. In addition, with respect
         to each Award granted to the Executive pursuant to the Plan or pursuant
         to the non-Plan Stock Option Agreement dated October 15, 1997, (whether
         or not fully vested or free of restrictions at the time of termination
         or resignation hereunder), the exercisability and the full enjoyment of
         such Award shall not terminate with reference to such termination or
         resignation, but shall be extended for the duration of the entire term
         of the Award in accordance with the Plan and/or non-Plan Stock Option
         Agreement dated October 15, 1997, and/or the certificate evidencing
         such Award as if the Executive's employment with the Company had
         continued during such entire term, notwithstanding the terms of the
         Plan or non-Plan Stock Option Agreement or the certificate evidencing
         the Award thereunder.

         3.       Termination for Death. In the event of the termination of the
employment of the Executive by reason of his death, the Company shall pay to the
Executive's designated beneficiary or estate the amounts set forth in paragraphs
(a) and (b) of Section 2 above, pursuant to which the date of the Executive's
death shall be considered the date of his termination thereunder. In addition,
with respect to any Award granted to the Executive pursuant to the Plan, in the
event that such Award is subject to future vesting or other restrictions
regarding the exercisability or full enjoyment of the Award as of the date of
the Executive's death, then, notwithstanding the terms of the Plan or the Award
Agreement thereunder, all restrictions thereon shall immediately lapse, and each
such Award shall be deemed immediately and fully vested and exercisable under
the Plan, as of the date of such death.

         4.       Termination for Cause or Disability or Resignation without
Good Reason. In the event of the Executive's termination of employment for Cause
or Disability or his resignation without Good Reason, only the amount set forth
in paragraph (a) of Section 2 shall be payable to the Executive, except that, in
the case of the Executive's termination for Disability hereunder, the Executive
shall also receive the benefits set forth in Section 2(d) hereof. Other than in
the case of the Executive's conviction of a felony, the Executive shall not be
deemed to have been terminated for Cause by the Company hereunder without (i)
notice to the Executive setting forth the reasons for the Company's intention to
terminate the Executive for Cause, (ii) an opportunity for the Executive,
together with his counsel, to be heard before the Board, and (iii) delivery to
the Executive of written notice from the Board finding that in the reasonable
good faith opinion of the Board, the Executive was guilty of conduct set forth
in the definition of Cause in Section 1 hereof, and specifying the particulars
thereof in detail.

         5.       Termination or Resignation in connection with a Change in
Control.

                                       4
<PAGE>

                  (a) Notwithstanding the provisions of Sections 2 and 4, in the
         event of the termination of the employment of the Executive for any
         reason other than death, whether initiated by the Company with or
         without Cause, or initiated by the Executive with or without Good
         Reason, which termination occurs within the one year period following
         the date of a Change in Control, then, in lieu of the amounts and
         benefits specified in Sections 2 and 4, the Executive shall be entitled
         to receive (i) the amount set forth in Section 2(a), (ii) the amount
         set forth in Section 2(b), and (iii) the benefits provided for in
         Section 2(c).

                  (b) Notwithstanding the provisions of Section 2, in the event
         of the resignation or termination of the employment of the Executive
         for any reason specified therein, and such resignation or termination
         occurs within the four month period (i) prior to the date of a Change
         in Control, (ii) following commencement (within the meaning of Rule
         14d-2 as promulgated under the Exchange Act) of a "tender offer" for
         stock of the Company subject to Section 14(d)(2) of the Exchange Act,
         which if consummated, would result in an acquisition described in
         clause (i) of Section l(b), (iii) following the execution by the
         Company of an agreement the consummation of which would constitute a
         Change in Control, (iv) following the solicitation of proxies for the
         election of directors by anyone other than the Company, or (v)
         following the approval by the Company's stockholders of any transaction
         described in Section 1(b)(iii), then, in lieu of the amounts and
         benefits specified in Section 2:

                  (x) the Executive shall be entitled to receive the amounts and
                  benefits specified in Section 5(a), and

                  (y) with respect to any Award granted to the Executive
                  pursuant to the Plan or the non-Plan Stock Option Agreement
                  dated October 15, 1997, in the event that such Award is
                  subject to future vesting or other restrictions regarding the
                  exercisability or full enjoyment of the Award as of the date
                  of such resignation or termination, then, notwithstanding the
                  terms of the Plan or the Award Agreement thereunder, the
                  accelerated vesting and lapse of restriction provisions set
                  forth in Section 4 of the Plan or the non-Plan Stock Option
                  Agreement dated October 15, 1997 shall bc applicable with
                  respect to such Awards as if a Change in Control had occurred
                  on the date of such resignation or termination.

Amounts and benefits payable by reason of clause (b)(i) of this Section 5 shall
be paid within ten days following the date of the Change in Control, but shall
be offset by any amounts previously paid pursuant to Section 2.

         6.       Certain Taxes. The Company shall have the right to deduct from
any amounts payable under this Agreement an amount necessary to satisfy its
obligation, under applicable laws, to withhold income or other taxes of the
Executive attributable to payments made hereunder.


         7.       No Obligation to Mitigate Damages: No Effect on Other
Contractual Rights. The Executive shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the date of resignation or
termination, or otherwise. The provisions of this Agreement, and any payment
provided for hereunder, shall not reduce any amounts otherwise payable, or in
any way diminish the Executive's existing rights, or rights the Executive may
acquire in the future, under any employee benefit plan, incentive plan,
employment agreement or other contract, plan or arrangement.

                                       5
<PAGE>

         8.       Indemnification. The Company shall indemnify the Executive
within 60 days after receipt of a request therefor against all judgments, fines,
settlements, payments and expenses, including reasonable attorneys' fees, paid
or incurred in connection with any claim, action, suit or proceeding, civil,
criminal, administrative or investigatory ("Proceeding"), to which the Executive
may be made a party or with which he may be threatened by reason of his being or
having been an employee, officer or director of the Company or, at the Company's
request, an employee, officer or director of any other corporation, firm,
association or other organization, or by reason of any action or omission by the
Executive in such capacity, whether or not the Executive continues to hold such
position or act in such capacity at the time of incurring such expenses or at
the time the indemnification is made, other than in connection with actions
taken by the Executive which constitute gross negligence in the performance of
his duties for the Company which the Executive has undertaken without the
reasonable good faith belief that such actions were in the best interest of the
Company. The foregoing right of indemnification shall not be exclusive of other
rights to which the Executive may otherwise be entitled. The Company shall pay
the reasonable expenses (including reasonable attorneys' fees) incurred by the
Executive in defending any Proceeding in advance of the final disposition
thereof. The Company shall advance all such expenses by or on behalf of the
Executive within 15 days after receipt of his request therefor, accompanied or
preceded by reasonable evidence of such expenses. The Executive will also be
named as an insured under any directors and officers or similar insurance policy
that the Company may purchase.

         9.       Successor to the Company. The Company will require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the
Executive, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment had
taken place. For purposes of clarity, any failure of the Company to obtain such
agreement prior to the effectiveness of any such succession or assignment shall
be a material breach of this Agreement and shall entitle the Executive to
terminate the Executive's employment for Good Reason. As used in this Agreement,
the term "Company" shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 9 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.

         10.      Enforcement.

                  (a) This Agreement shall inure to the benefit of and be
         enforceable by the Executive's personal and legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If the Executive should die while any amounts are still
         payable to him hereunder, all such amounts shall be paid in accordance
         with the terms of this Agreement to the Executive's estate or
         beneficiary.

                  (b) In the event that the Company shall fail or refuse to make
         payment of any amounts due the Executive hereunder within the
         appropriate time period, the Company shall pay to the Executive, in
         addition to the payment of any other sums provided in this Agreement,
         interest, compounded daily, on any amount remaining unpaid from the
         date payment is required until paid to the Executive, at the rate from
         time to time announced by Chase Manhattan Bank as its "prime rate" plus
         2%, each change in such rate to take effect on the effective date of
         the change in such prime rate.

                                       6
<PAGE>

                  (c) The Company shall pay all reasonable fees and expenses
         (including attorneys' fees) that the Executive may incur as a result of
         the Company's contesting the validity, enforceability, or the
         Executive's interpretation of, this Agreement (regardless of the
         outcome of any litigation to enforce this Agreement).

         11.      Non-Competition.


                  (a) The Executive hereby acknowledges that the services which
         he will perform for the Company are of a special and unique nature, and
         that the Company would find it extremely difficult or impossible to
         replace the Executive. Accordingly, the Executive agrees that, in
         consideration of this Agreement and the payments to be received by him
         hereunder in the event the occurrence of certain actions as specified
         herein, the Executive will not (i) from and after the date hereof
         through the period during which the Executive continues to be employed
         by the Company (the "Employment Period"), and (ii) in the event of the
         Executive's termination or resignation hereunder pursuant to the
         provisions set forth in Sections 2 and 4 hereof, for the one-year
         period thereafter (the "Non-Competition Period"), directly or
         indirectly, own, manage, operate, join, control or participate in the
         ownership, management, operation or control of, or be connected as a
         director, officer, employee, partner, lender, consultant or Otherwise
         ("Participate" or a "Participation") with, any business or organization
         in any part of the United States in which the Company sells products or
         provides services, which Competes with the Company (as hereinafter
         defined), except with the Company's prior written consent. For purposes
         of this Agreement, a business or organization shall be deemed to
         "Compete with the Company" if such business or entity is engaged in the
         residential and/or commercial security business, and the residential
         and/or commercial security business constitutes the majority of such
         business or organization's business operations; provided, however, that
         with respect to a business or organization in which the residential
         and/or commercial security business constitutes less than the majority
         of such business or organization's business operations, the Executive
         shall be prohibited hereunder from Participating in the division,
         segment or other portion of such business or entity which is engaged in
         the residential and/or commercial security business during the
         Non-Competition Period. Nothing in this paragraph shall prohibit the
         Executive from owning for investment purposes an aggregate of up to 3%
         of the publicly traded securities of any corporation listed on the New
         York or American Stock Exchange or whose securities are quoted on the
         NASDAQ National Market, provided that there shall be no limitation on
         the percentage of ownership of the Company or any successor thereto
         that may be owned by the Executive hereunder. Notwithstanding anything
         which may be to the contrary herein, the Executive shall not be
         required to cease Participation in any business or organization which
         begins to Compete with the Company subsequent to the time when the
         Executive commences such Participation, provided that such business or
         organization began to Compete with the Company through no action,
         assistance, or plan of the Executive.

                  (b) It is the desire and intent of the parties that the
         provisions of Section 11 of this Agreement shall be enforced under the
         laws and public policies applied in each jurisdiction in which
         enforcement is sought. Accordingly, if any particular provision of
         Section 11 of this Agreement is adjudicated to be invalid or
         unenforceable or shall for any reason be held to be excessively broad
         as to duration, geographic scope, activity or subject, it shall be
         construed by limiting and reducing it, so as to be enforceable to the
         extent compatible with applicable law and such provision shall be
         deemed modified and amended to the extent necessary to render such
         provision enforceable in such jurisdiction.

                                       7
<PAGE>

                  (c) In the event of a breach or threatened breach by the
         Executive of the provisions of Section 1 l(a), in addition to other
         remedies available to the Company at law (the amount of which shall be
         limited by this Section 11 (c)) or in equity, the Company shall be
         entitled to a temporary or permanent injunction or injunctions, or
         temporary restraining orders or orders to prevent breaches thereof, in
         each case, without the need to post any security or bond. All remedies
         available for breach of this Agreement are cumulative, and the pursuit
         of any remedy shall not be construed as an election of such remedy or
         as prohibiting the Company from or limiting the Company in pursuing any
         other remedies available for any breach or threatened breach of this
         Agreement. The parties hereto agree and stipulate in advance that in
         any action brought by or on behalf of the Company to recover damages
         against the Executive for a breach of the provisions of Section 11(a)
         hereof, the maximum damages that may be awarded in the event that the
         Executive is ultimately adjudged to have breached such provisions shall
         be limited to the Executive's most recent annual salary multiplied by a
         fraction, the numerator of which shall be the number of full months
         that the Executive was finally adjudged to have been in breach of this
         covenant, and the denominator of which shall be twelve.

         12.      Confidentiality. The Executive acknowledges that the Company
will be engaged in a business involving Confidential Information (as hereinafter
defined) that is proprietary to the Company. In addition, the Executive
acknowledges that through employment with the Company, he will have access to,
and will acquire or assist in the development of, Confidential Information
regarding the Company and its technologies, customers and plans, the disclosure
of which to others would cause the Company to suffer substantial damage. In
consideration of the obligations undertaken by the Company as set forth herein,
the Executive will not, at any time during or after the Employment Period,
publish, disclose or use, or authorize any other person or entity to publish,
disclose or use, any Confidential Information of or about the Company of which
the Executive has already become, or becomes, aware or informed during his
employment with the Company, whether or not developed by him, except (i) as
required by law (including but not limited to judicial or administrative
process), (ii) in the performance of the Executive's duties for the Company, or
(iii) in the event that the Confidential Information becomes generally known to
the public through no actions (either directly or indirectly) of the Executive.
For purposes hereof, the term "Confidential Information" shall include, without
limitation, matters of a technical nature, "know-how," formulas, secret
processes, works of authorship, computer programs, materials, patent
applications, new product plans, technical improvements, test data, progress
reports and research projects, and matters of a business nature, such as
business plans, prospects, financial information, marketing plans and
strategies, proprietary information about costs, profits, markets, sales, lists
of customers and suppliers of the Company, procurement and promotional
information, credit and financial data concerning customers or suppliers of the
Company, information relating to the management and operation of the Company,
and other information of a similar nature to the extent not available to the
public.

                                       8
<PAGE>

         13.      Non-Solicitation. During (a) the Employment Period, and (b) in
the event of the Executive's termination or resignation hereunder pursuant to
the provisions set forth in Sections 2 and 4 hereof, for the two-year period
thereafter (the "Non-Solicitation Period"), the Executive shall not, directly or
indirectly (i) solicit, entice or induce any individual that currently (i.e.,
currently at the time of any such restricted action during the Non-Solicitation
Period) is an employee of the Company to become employed by any individual,
business or entity other than the Company, or (ii) approach any such employee
for such purpose, or authorize or participate or assist with the taking of such
actions by any other individual, business or entity.

         14.      Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

                  If to the Company:
                  Guardian International, Inc.
                  3880 N. 28th Terrace
                  Hollywood, FL  33020

                  If to the Executive:
                  Richard Ginsburg
                  PO Box 800207
                  Miami, FL  33280-0207

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

         15.      Modifications and Waivers. No provisions of this Agreement may
be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the parties hereto. No waiver by any party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed to be a waiver of similar or dissimilar provision or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

         16.      Validity. The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         17.      Termination of Prior Severance Agreement. The Prior Employment
Agreement is hereby terminated, and shall be considered null and void as of the
date first above written.

         18.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.

                                             GUARDIAN INTERNATIONAL, INC.



                                             By: /s/ HAROLD GINSBURG

                                                 Name: Harold Ginsburg
                                                       -------------------------

                                                 Title:  Chairman of the Board
                                                         -----------------------


                                             RICHARD GINSBURG


                                             /s/ RICHARD GINSBURG
                                             --------------------


                                       9
<PAGE>


                                    EXHIBIT B
                                    ---------




27 April 2001


Richard Ginsburg
Guardian International, Inc.
3880 N. 28th Terrace
Hollywood, FL  33020


Re:      Non-competition provision of Severance Agreement


Dear Richard:

This is to confirm that Guardian International, Inc. ("Guardian") is releasing
you from the terms of Section 11, Non-Competition, of your Severance Agreement
(copy attached). This waiver/release is expressly limited to your employment
with Protection One, Inc. and is conditioned upon receipt of the following
executed documents:

         1.       a new Severance Agreement between you and Guardian of even
                  date herewith in connection with your service on the Board of
                  Directors of Guardian;

         2.       Articles of Amendment to the Articles of Incorporation
                  authorizing the Series E 7% Cumulative Preferred Stock
                  ("Series E");

         3.       Share Exchange Agreement for the exchange of 8,000 shares of
                  Series C 7% Cumulative Preferred Stock for 8,000 shares of
                  Series E preferred stock;

         4.       Consent of Heller Financial, Inc. for items 1 and 2 above;

         5.       Opinion of Arthur Andersen LLP that the Series E can be
                  classified as equity; and

         6.       Option or warrant agreement permitting Guardian to buy 250,000
                  shares of Protection One, Inc. common stock on the same terms
                  as granted to you in your option agreement with Protection
                  One.

Please sign below acknowledging the terms of this letter.



<PAGE>


                                                              Richard Ginsburg
                                                              27 April 2001
                                                              page 2 of 2


Guardian's Board of Directors wishes to express its heartfelt best wishes for
your success in this new position.

Sincerely,

/s/ DARIUS G. NEVIN

Darius G. Nevin
Chief Financial Officer

enclosure




I acknowledge receipt of and accept of the terms of this letter.


/s/ RICHARD GINSBURG                                   4/27/2001
------------------------------------                 ------------------
Richard Ginsburg                                     Date