EXHIBIT 10.46

NEITHER THIS WARRANT NOR THE SECURITIES  ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
THE SUBJECT OF  REGISTRATION  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
UNDER THE SECURITIES  LAWS OF ANY STATE AND THE SAME HAVE BEEN (OR WILL BE, WITH
RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF) ISSUED IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. NEITHER
THIS  WARRANT NOR THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF MAY BE SOLD,
TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF
(I) AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR (II) AN  OPINION OF
COUNSEL  SATISFACTORY  TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION  DOES NOT
VIOLATE THE ACT,  THE RULES AND  REGULATIONS  THEREUNDER,  OR  APPLICABLE  STATE
SECURITIES LAWS.


No. BW-1                                        Number of Shares Purchasable
Issue Date: December 8, 2003                    Upon Exercise of Warrant: 40,000

           Void after 5:00 p.m. Washington, D.C., Time on June 7, 2005

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.


                         COMMON STOCK WARRANT AGREEMENT

      This is to certify  that,  subject to the  provisions of this Common Stock
Purchase  Warrant (the  "Warrant")  and for value  received,  Bret Williams (the
"Holder"),is  entitled  to purchase  Forty  Thousand  (40,000)  shares of common
stock, $.001 par value per share (the "Common Stock"),  subject to adjustment as
set forth  herein,  of Guardian  Technologies  International,  Inc.,  a Delaware
corporation  (the  "Company"),  at an exercise  price of Two Dollars Fifty Cents
($2.50) per share,  subject to  adjustment  as set forth  herein (the  "Exercise
Price"),  at any time during the period  beginning  December 8, 2003 (the "Issue
Date"), and ending eighteen months after the Issue Date (the "Expiration Date"),
but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date.

      1. Exercise of Warrant. Subject to the provisions of Section 9 below, this
Warrant may be exercised in whole or in part at any time or from time to time on
or after the Issue Date and until the Expiration Date; provided,  however,  that
if either of such days is a day on which banking  institutions are authorized by
law to close (a "Bank Holiday"), then on the next succeeding day which shall not
be a Bank Holiday.

            (a)  Method  of   Exercise.   This   Warrant  may  be  exercised  by
presentation  and surrender  hereof to the Company at its principal office or at
the  office  of  its  transfer  agent,  if  any  (the  "Transfer  Agent").   The
presentation  and surrender of this Warrant for exercise must be accompanied by:
(i) the form of  subscription  which is attached hereto in Annex A (the "Form of
Subscription") duly executed with signature guaranteed;  and (ii) payment of the
aggregate  Exercise  Price for the number of shares  specified in such form.  If
this Warrant should be exercised in part only, upon  presentation  and surrender


                                       6
<PAGE>


of this  Warrant to the  Company or the  Transfer  Agent for  cancellation,  the
Company  shall  execute and deliver a new warrant  evidencing  the rights of the
Holder to purchase the balance of the shares purchasable hereunder. Upon receipt
of this  Warrant by the  Company at its office or by the  Transfer  Agent at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of record of the Common Stock  issuable upon such exercise;  provided,  however,
that if at the date of surrender  of such  Warrant and payment of the  aggregate
Exercise  Price,  the transfer  books for the Common Stock shall be closed,  the
certificates  representing  the  Common  Stock or other  securities  subject  to
issuance  upon  such  exercise  shall be  issuable  as of the date on which  the
Company's  transfer  books  shall next be opened.  Until such date,  the Company
shall be under no duty to deliver any certificate representing such Common Stock
or other  securities  and the Holder shall not be deemed to have become a holder
of record or owner of such Common Stock or such other securities.

            (b) Forms of Payment  Authorized:  Payment of the Exercise Price may
be made in cash or by certified or bank cashier's check.  With the expiration of
the 144 restriction, the Holder may elect to convert their warrants to shares of
Common Stock through a cashless exercise.

      2.  Reservation  of  Shares.  There  shall at all  times be  reserved  for
issuance  upon exercise of this Warrant such number of shares of Common Stock as
shall be subject hereto.

      3. Fractional  Shares.  Notwithstanding  any other provision  hereof,  the
Company  shall not be required to issue  fractional  shares of Common Stock upon
the exercise of this Warrant.  If any fraction of a share would,  except for the
provisions  hereof, be issuable upon the exercise of this Warrant,  then: (a) if
the fraction of a share  otherwise  issuable is equal to or less than  one-half,
the Company  shall round down and issue only the largest  whole number of shares
of  Common  Stock to which  the  Holder  is  otherwise  entitled,  or (b) if the
fraction of a share  otherwise  issuable is greater than  one-half,  the Company
shall round up and issue one additional share of Common Stock in addition to the
largest  whole number of shares of Common Stock to which the Holder is otherwise
entitled.

      4. Exchange,  Transfer or Assignment of Warrant. Subject to the provisions
of this Section 4 and of Section 9 below, this Warrant is exchangeable,  without
expense,  at the option of the Holder, upon presentation and surrender hereof to
the Company or the Transfer Agent, for other warrants of different denominations
entitling  the holder  thereof to purchase in the  aggregate  the same number of
shares of Common Stock purchasable hereunder.  Subject to the provisions of this
Section 4 and of Section 9 below,  upon surrender of this Warrant to the Company
or the  Transfer  Agent  accompanied  by:  (a) the form of  assignment  which is
attached  hereto as Annex B (the "Form of  Assignment")  duly executed;  and (b)
funds  sufficient to pay any transfer tax, the Company  shall,  without  charge,
execute and deliver a new warrant in the name of the assignee  named in the Form
of Assignment and this Warrant shall  promptly be canceled.  This Warrant may be
divided or  combined  with  other  warrants  which  carry the same  rights  upon
presentation  hereof  at the  office  of  the  Company  or  the  Transfer Agent,


                                       2
<PAGE>


accompanied by a written notice signed by the Holder hereof specifying the names
and denominations in which new warrants are to be issued.

      The term  "Warrant" as defined above shall  hereafter  include any warrant
into which this Warrant may be divided,  exchanged or combined,  and any Warrant
as the same may be hereafter modified or amended from time to time.

      5. Theft,  Destruction,  Loss or  Mutilation  of  Warrant.  Subject to the
provisions  of  Section  4, in the  event  of the  theft,  destruction,  loss or
mutilation of this Warrant, upon receipt by the Company of evidence satisfactory
to it of such theft,  destruction,  loss or mutilation and, in the case of loss,
theft  or  destruction,  of  such  indemnification  as  the  Company  may in its
discretion  impose,   and  in  the  case  of  mutilation,   upon  surrender  and
cancellation  of this  Warrant,  the  Company  shall  execute  and deliver a new
warrant of like tenor and date.

      6. Rights of the Holder.  Prior to the exercise of any Warrant represented
hereby,  the Holder  shall not be entitled  by virtue  hereof to any rights of a
stockholder  in the Company,  either at law or equity.  The rights of the Holder
are limited to those expressed in this Warrant and are  enforceable  against the
Company only to the extent set forth herein.

      7. Anti-Dilution Provisions. The Exercise Price and the number and kind of
securities  purchasable  upon the exercise of this  Warrant  shall be subject to
adjustment from time to time as hereinafter provided:

            (a) In case the  Company  shall  issue  shares of Common  Stock as a
dividend  upon shares of Common  Stock or in payment of a dividend  thereon,  or
shall  subdivide  the number of  outstanding  shares of its Common  Stock into a
greater number of shares or shall  contract the number of outstanding  shares of
its Common  Stock into a lesser  number of shares,  the  Exercise  Price then in
effect shall be adjusted,  effective at the close of business on the record date
for the determination of stockholders entitled to receive the same, to the price
(computed to the nearest cent)  determined by dividing (i) the product  obtained
by multiplying  the Exercise Price in effect  immediately  prior to the close of
business on such record date by the number of shares of Common Stock outstanding
prior to such dividend, subdivision or contraction, by (ii) the number of shares
of Common Stock  outstanding  immediately after such dividend,  subdivision,  or
contraction.

            (b) If any capital reorganization or reclassification of the capital
stock of the  Company,  or  consolidation  or merger of the Company with or into
another  corporation,  or the sale of all or substantially  all of its assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provision  shall be made  whereby  the  holder of this  Warrant  shall
thereafter  have the right to purchase  and receive  upon the basis and upon the
terms and  conditions  specified  in this  Warrant  and in lieu of the shares of
Common Stock of the Company immediately  theretofore  purchasable and receivable
upon the  exercise of the rights  represented  by this  Warrant,  such shares of
stock,  securities  or assets as may be issued or payable  with respect to or in
exchange  for a  number of  outstanding  shares of such Common Stock immediately


                                       3
<PAGE>


theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented   by  this  Warrant  had  such   reorganization,   reclassification,
consolidation,  merger or sale not taken place, and in any such case appropriate
provision  shall be made with respect to the rights and  interests of the Holder
to the end that the provisions of this Warrant  (including,  without limitation,
provisions  for  adjustment of the Exercise Price and of the number of shares of
Common Stock or other  securities  issuable  upon the exercise of this  Warrant)
shall  thereafter be applicable as nearly as may be  practicable  in relation to
any shares of stock, securities,  or assets thereafter deliverable upon exercise
of this Warrant. The Company shall not effect any such consolidation,  merger or
sale  unless  prior to or  simultaneously  with the  consummation  thereof,  the
successor   corporation  (if  other  than  the  Company)   resulting  from  such
consolidation or merger or the corporation  purchasing such assets shall assume,
by written  instrument,  the  obligation to deliver to the Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase;  and such successor corporation agrees to be
bound by the  provisions  of Section 8 hereof  with  respect  to any  securities
issued pursuant to such consolidation, merger or purchase of assets.

            (c) Upon each adjustment of the Exercise Price pursuant hereto,  the
number of shares of Common  Stock  specified  in this  Warrant  shall  thereupon
evidence the right to purchase that number of shares of Common Stock (calculated
to the nearest hundredth of a share of Common Stock) obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
shares of Common Stock  purchasable  immediately  prior to such  adjustment upon
exercise of this  Warrant and  dividing  the product so obtained by the Exercise
Price in effect after such adjustment.

            (d)  Irrespective  of any  adjustments  of the  number  or  kind  of
securities  issuable  upon exercise of this Warrant or the Exercise  Price,  any
warrants  theretofore  or  thereafter  issued may  continue  to express the same
number of shares of Common  Stock and  Exercise  Price as are  stated in similar
warrants previously issued.

            (e) The Company  may,  at its sole  option,  retain the  independent
public  accounting  firm regularly  retained by the Company,  or another firm of
independent public accountants of recognized  standing selected by the Company's
board of directors (the "Board of Directors"),  to make any computation required
under this  section and a  certificate  signed by such firm shall be  conclusive
evidence of any computation made under this section.

            (f) Whenever  there is an adjustment in the Exercise Price and/or in
the number or kind of securities  issuable  upon  exercise of this  Warrant,  as
provided  herein,  the Company  shall:  (i) promptly  file in the custody of its
Secretary or  Assistant  Secretary a  certificate  signed by the Chairman of the
Board of  Directors or the  President of the Company and by the  Treasurer or an
Assistant  Treasurer or the Secretary or an Assistant  Secretary of the Company,
showing in detail the facts requiring such adjustment and the number and kind of
securities  issuable upon exercise of this Warrant  after such  adjustment;  and
(ii) cause a notice to be sent to the Holder  stating that such  adjustment  has


                                       4
<PAGE>


been  effected and stating the Exercise  Price then in effect and the number and
kind of securities issuable upon exercise of this Warrant.

            (g) The  Exercise  Price  and the  number of  shares  issuable  upon
exercise  of this  Warrant  shall  only be  adjusted  in the manner and upon the
conditions heretofore  specifically referred to in Subsections 7(a) through 7(f)
above.

            (h)  Notwithstanding  the  foregoing,  no  adjustment  shall be made
pursuant to this  Section 7 from:  (i) options and  warrants,  and Common  Stock
issued upon  exercise of options and warrants,  granted to employees,  officers,
directors,  consultants  and  other  services  providers,  or  pursuant  to  the
Company's  stock  incentive  or stock  option  plans  and  employee  benefit  or
compensation  plans  heretofore  or hereafter  adopted,  (ii) the  conversion of
convertible  securities or derivative  securities  outstanding on the Issue Date
and approved by the Board of Directors of the  Corporation,  (iii) Common Stock,
warrants and options granted to vendors,  banks, lenders, and equipment lessors,
and other  third  parties  the  primary  purpose of which is other than  capital
raising,  (iv) in an offering  registered  under the  Securities  Act,  (v) upon
conversion  of any  shares of Series A  Convertible  Preferred  Stock,  Series B
Convertible  Preferred  Stock or  Series C  Convertible  Preferred  Stock of the
Company,  (vi)  acquisitions  by the  Company or its  subsidiaries  of assets or
equity  securities of third  parties,  or (vii) mergers,  consolidations,  joint
ventures, or other business combinations by the Company or any subsidiary with a
third party.

      8.  Registration  Rights.  The  Company  hereby  covenants  and  agrees as
follows:

            (a)  Definitions.  As used in this  Section 8, the  following  terms
shall have the meanings set forth below:

                  (i) The  terms  "register,"  "registered"  and  "registration"
shall refer to a  registration  effected by preparing and filing a  registration
statement or similar  document in compliance with the Securities Act of 1933, as
amended ("Securities Act"), and the declaration or ordering of the effectiveness
of such registration statement or document.

                  (ii) The term  "Registrable  Securities"  shall mean:  (A) the
shares of Common Stock issued or issuable upon exercise of this Warrant; and (B)
any other  securities of the Company  issued as (or issuable upon the conversion
or  exercise  of any  warrant,  right or other  security  which is issued  as) a
dividend  or  other  distribution  with  respect  to,  in  exchange  for  or  in
replacement of the shares of Common Stock  referenced in (A) immediately  above,
excluding in all cases,  however, any Registrable  Securities sold to the public
pursuant to a registration  under the Securities Act or an applicable  exemption
therefrom.

                  (b)  Piggy-back  Registration  Rights.  In the event that (but
without any  obligation  to do so) the Company  proposes to register  any of its
securities  under the Securities Act in connection  with the public  offering of
such securities solely for cash (other than a registration on Form S-4, Form S-8
or any form which does not include  substantially  the same information as would


                                       5
<PAGE>


be required to be included in a registration  statement covering the sale of the
Registrable  Securities),  the  Company  shall  promptly  give the Holder of the
Registrable  Securities  written notice of such  registration  (the  "Piggy-Back
Notice").  Upon the written  request of the Holder given within twenty (20) days
after receipt of such  Piggy-Back  Notice from the Company,  the Company  shall,
subject to the provisions of Subsections 8(h), 8(i) and 8(j) below,  cause to be
included in the registration statement filed by the Company under the Securities
Act all of the  Registrable  Securities  that the  Holder  has  requested  to be
registered; provided, however, that the Company shall have no such obligation if
such registration  statement relates to an underwritten  offering by the Company
and the managing  underwriter  of the subject  offering has expressed in writing
its  objection  to the same to the  Company.  To the  extent  that the Holder is
offered the opportunity  hereunder to include all of its Registrable  Securities
in a  registration  statement,  such Holder will be deemed to have exercised its
sole piggy-back  registration right provided by this Subsection 8(b), unless the
Holder has been  denied the right to  participate  in such  registration  by the
managing underwriter of the registration, pursuant to this section.

            (c) Furnish  Information.  It shall be a condition  precedent to the
obligations of the Company to take any action  pursuant  hereto that the Holder,
having  chosen to have its  Registrable  Securities  included for  registration,
shall  furnish  to the  Company  such  information  regarding  the  Holder,  its
Registrable Securities and the intended method of disposition of such securities
as shall be required to effect the registration thereof. In that connection, the
Holder shall be required to  represent to the Company that all such  information
which is given is complete  and accurate in all  material  respects.  The Holder
shall deliver to the Company a statement in writing from the  beneficial  owners
of such  securities  that  such  beneficial  owners  bona  fide  intend to sell,
transfer or otherwise dispose of such securities.

            (d) Definition of Expenses.

                  (i)  "Registration  Expenses" shall mean all expenses incurred
by the Company,  including  opinion  letters for the benefit of the Holders,  in
complying  with  Subsections  8(b) hereof,  including  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel for the Company,  "Blue Sky" fees and  expenses,  and the expense of any
special audits incident to or required by any such  registration  (but excluding
the compensation of regular  employees of the Company which shall be paid in any
event by the Company).

                  (ii) "Selling Expenses" shall mean all underwriting discounts,
underwriters' expense allowance,  and selling commissions applicable to the sale
of Registrable  Securities by the Holders and all fees and  disbursements of any
special counsel (other than the Company's regular counsel).

            (e) Expense of Registration.  All Registration  Expenses incurred in
connection with any registration, qualification or compliance herewith, shall be
borne by the Company,  and all Selling  Expenses shall be borne by the Holder of
the  Registrable  Securities,  except in the case of legal fees  incurred by the


                                       6
<PAGE>


Holder,  which shall be paid by the Holder  regardless of whether the securities
registered hereunder have in fact been sold.

            (f)  Underwriting  Requirements.  The Holder proposing to distribute
its  Registrable  Securities  through an  underwriting  in which the Company has
proposed or is proposing to  participate,  shall  (together with the Company and
any other holders distributing their securities through such underwriting) enter
into an  underwriting  agreement  in  customary  form  with the  underwriter  or
underwriters selected for underwriting by the Company. Notwithstanding any other
provision  of this  section,  at the request of the  managing  underwriter,  the
Holder shall delay the sale of the Registrable  Securities which such Holder has
requested  to be  registered  under this  section for the thirty (30) day period
commencing with the effective date of the registration  statement. If any Holder
disapproves  of the terms of any such  underwriting,  such  Holder  may elect to
withdraw  therefrom by written  notice to the Company and the  underwriter.  Any
Registrable Securities excluded or withdrawn from such underwriting shall not be
withdrawn from such registration except at the election of the Holder.

            (g) Delay of Registration.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this section.

            (h)  Indemnification.  In the event that any Registrable  Securities
are included in a registration statement pursuant hereto:

                  (i) To the extent permitted by law, the Company will indemnify
and hold  harmless  the Holder,  the  officers,  directors  and  partners of the
Holder,  any  underwriter  (as defined in the Securities Act) for the Holder and
each person or entity,  if any, that controls the Holder or  underwriter  within
the  meaning of the  Securities  Act or the  Exchange  Act,  against any losses,
claims, damages or liabilities (joint or several) to which he may become subject
under the  Securities  Act,  the  Exchange  Act or other  Federal  or state law,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions or violations (collectively,  a "Violation"): (A) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein or any  amendments or supplements  thereto;  (B) the omission or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading; or (C) any violation or
alleged  violation by the Company of the  Securities  Act, the Exchange Act, any
applicable state securities law or any rule or regulation  promulgated under the
Securities Act, the Exchange Act or any applicable state securities law; and the
Company  will  reimburse  each  such  Holder,  officer,   director  or  partner,
underwriter or any controlling person for any legal or other expenses reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability  or action;  provided,  however,  that the  indemnity
agreement  contained  in this  subsection  shall  not apply to  amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld),  nor shall the Company be liable in any such case


                                       7
<PAGE>


for any such loss,  claim,  damage,  liability  or action to the extent  that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with such  registration by the Holder,  underwriter or controlling  person;  and
further provided,  however, that the foregoing indemnity agreement is subject to
the  condition  that,  insofar as it relates  to any untrue  statement,  alleged
untrue  statement,   omission  or  alleged  omission  made  in  any  preliminary
prospectus  but  eliminated  or  remedied  in the  definitive  prospectus,  such
indemnity  agreement shall not inure to the benefit of any underwriter or broker
(or the  benefit of any  person or entity  that  controls  such  underwriter  or
broker),  if a copy of the  definitive  prospectus was not sent or given to such
person with or prior to the  confirmation of the sale of such securities to such
person or entity.

                  (ii) To the extent  permitted by law, each selling Holder will
indemnify and hold harmless the Company, its directors, its officers, any person
who  controls  the  Company  within  the  meaning of the  Securities  Act or the
Exchange Act, any underwriter (within the meaning of the Securities Act) for the
Company,  any person who (or entity that) controls such underwriter  against any
losses,  claims,  damages or liabilities (joint or several) to which the Company
or any such director,  officer, or underwriter or controlling person (or entity)
may become subject,  under the Securities Act, the Exchange Act or other Federal
or state law, insofar as such losses, claims, damages or liabilities (or actions
in respect  thereto) arise out of or are based upon any Violation,  in each case
to the extent (and only to the extent)  that such  Violation  occurs in reliance
upon  and in  conformity  with  written  information  furnished  by  the  Holder
expressly  for use in  connection  with such  registration;  and the Holder will
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director, officer,  underwriter, or controlling person (or entity) thereof,
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld.

                  (iii)  Promptly  after receipt by an  indemnified  party under
this Subsection 8(h) of notice of the commencement of any action  (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Subsection 8(h), notify
the  indemnifying  party  in  writing  of  the  commencement   thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  notified,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own  counsel,  with  reasonable  fees and  expenses
thereof  to be  paid  by the  indemnifying  party,  if  representation  of  such
indemnified  party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding. The failure to notify an indemnifying party within a reasonable time
of the commencement of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified  party under this Subsection 8(h), but the omission so to notify


                                       8
<PAGE>


the indemnifying  party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Subsection 8(h).

            (i) Reports Under Exchange Act. With a view toward making  available
to the Holder the  benefits of Rule 144 under the  Securities  Act and any other
rule or  regulation  of the SEC  that may at any  time  permit a Holder  to sell
securities  of the  Company  to the public  without  registration,  the  Company
agrees, upon such registration, to:

                  (i) use its best  efforts to make and keep public  information
available,  as those terms are understood and defined in Rule 144, at all times;
and

                  (ii) use its  best  efforts  to file  with the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act.

            (j) Termination of the Company's Obligations.

      Notwithstanding  any provision  hereof to the contrary,  the Company shall
not be required to effect any registration under the Securities Act or under any
state  securities  laws on behalf of any Holder or Holders if, in the opinion of
counsel for the  Company,  the offering or transfer by such Holder or Holders in
the manner proposed (including without limitation, the number of shares proposed
to be offered or  transferred  and the method of offering or transfer) is exempt
from the  registration  requirements of the Securities Act and the securities or
"Blue Sky" laws of applicable states.

            (k) Holder's  Acceptance of Obligations.  Acceptance of this Warrant
by its Holder(s) shall be deemed to constitute the unqualified acceptance by the
Holder of all of the terms and conditions set forth herein.

            (l)  Lock-Up.  If  requested  by  the  managing  underwriter  of  an
underwritten offering by the Company for cash, the Holder agrees that the Holder
will not offer, sell, contract to sell,  transfer,  assign,  hypothecate,  gift,
grant any option or warrant to purchase or right to acquire  this Warrant or any
of the shares of Common Stock or other securities issuable upon exercise of this
Warrant,   during  the  twelve  (12)  months   following  the  closing  of  such
underwritten  public  offering,  without  the  prior  written  consent  of  such
underwriter,  and the Holder  will  permit  this  Warrant  and all  certificates
evidencing the shares of Common Stock issued upon exercise of this Warrant to be
stamped with an  appropriate  restrictive  legend and will cause the warrant and
transfer agent for the Company to note such  restrictions  on the transfer books
and records of the Company;  and the Holder  shall enter into an agreement  with
respect to the foregoing with the Company and any such  underwriter at or before
the closing of such initial public offering.

      9.  Transfer  to  Comply  with the  Securities  Act and  Other  Applicable
Securities  Laws.  Neither this Warrant nor the shares of Common Stock (or other
securities)  issuable  upon  exercise  hereof  have  been  registered  under the
Securities Act or under state securities  laws.  Except as provided in Section 4


                                       9
<PAGE>


above:  (a) this Warrant may not be  transferred,  assigned,  pledged,  sold, or
otherwise  disposed of; and (b) the shares of Common Stock (or other securities)
issuable  upon  exercise  of  this  Warrant  may not be  transferred,  assigned,
pledged,  sold or otherwise  disposed of in the absence of registration under or
exemption from the applicable provisions of the Securities Act unless the Holder
provides the Company with an opinion of counsel,  at the Company's  expense,  in
form and  substance  satisfactory  to the  Company  (together  with  such  other
representations  and  warranties  as the Company may request) that the shares of
Common Stock issued or issuable,  as  applicable,  upon exercise of this Warrant
may be legally  transferred  without violating the Securities Act, and any other
applicable  securities law and then only against  receipt of an agreement of the
transferee  (in form and substance  satisfactory  to the Company) to comply with
the  provisions of this section with respect to any resale or other  disposition
of such securities.

      10.  Notices.  Any notices,  consents,  waivers,  or other  communications
required  or  permitted  to be given  hereunder  must be in writing  and will be
deemed to have been  delivered  personally:  (a) upon  receipt,  when  delivered
personally; (b) upon receipt, when sent by facsimile,  provided a copy is mailed
by U.S. certified mail, return receipt requested; (c) three (3) days after being
sent by U.S. certified mail, return receipt requested;  or (d) one (1) day after
deposit with a nationally  recognized  overnight delivery service,  in each such
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile  numbers  for such  communications  shall be: if to the Holder of this
Warrant,  at the  address  and  facsimile  number of the  Holder as shown on the
registry  books  maintained  by the Company,  its transfer  agent or the Warrant
Agent;  and if to the Company,  to Guardian  Technologies  International,  Inc.,
21351 Ridgetop Circle, Dulles, Virginia 20166, attention:  President,  facsimile
number (703) 654-6005.

      11. Survival.  All agreements,  covenants,  representations and warranties
set forth herein shall  survive the  execution  and delivery of this Warrant and
any investigation at any time made by or on behalf of any parties hereto and the
exercise and purchase of this Warrant.

      12. Amendments.  The Company may, in its sole discretion,  by supplemental
agreement or pursuant to an amended warrant  certificate  issued in exchange for
this Warrant make any changes or corrections to the terms and conditions  hereof
which it deems appropriate in order to (a) reduce the Exercise Price; (b) extend
the  Expiration  Date of this Warrant;  (c) cure any ambiguity or to correct any
defective  or  inconsistent  provision  or  manifest  mistake  or  error  herein
contained; (d) modify such other terms and conditions hereof which modification,
in the judgment of the Board of Directors,  provides,  when considered under the
totality of the circumstances a net benefit to or which, in the exercise of such
judgment,  the Board of Directors reasonably determines would not be contrary to
the interests of the Holder of this Warrant; provided,  however, that no adverse
change in the number or nature of the securities  purchasable  upon the exercise
of this Warrant,  or the Exercise Price  therefor,  or the  acceleration  of the
Warrant  Expiration  Date,  shall be made  without the consent in writing of the
Holder of this Warrant.  The  registration  rights contained in Section 8 hereof
shall survive any such modification of this Warrant.


                                       10
<PAGE>


      13. Agreement of Warrant Holders.  The Holder, by his acceptance  thereof,
consents and agrees with the Company and any Transfer or Warrant Agent that:

            (a) The Warrants are transferable  only on the registry books of the
Company,  any Transfer Agent or Warrant Agent by the Holder thereof in person or
by his attorney duly authorized in writing and only if the warrant  certificates
representing  such Warrants are  surrendered at the office of the Company or the
Transfer or Warrant  Agent,  if any,  duly endorsed or  accompanied  by a proper
instrument of transfer  satisfactory  to the Company and the Transfer or Warrant
Agent, if any, in their sole discretion, together with payment of any applicable
transfer taxes;

            (b) The Company and any Transfer or Warrant Agent may deem and treat
the person in whose name the warrant certificate is registered as the Holder and
as the absolute,  true and lawful owner of the Warrants  represented thereby for
all purposes,  and none of the Company,  the Transfer Agent or the Warrant Agent
shall be  affected  by any  notice  or  knowledge  to the  contrary,  except  as
otherwise expressly provided in Section 5 hereof;

            (c) Each  Warrant  shall be subject in all respects to the terms and
conditions  set  forth in any  amended  warrant  certificate  upon the  issuance
thereof and upon the mailing by the  Company of notice of the  amendment  of the
terms and conditions of this Warrant;

            (d) Holder shall execute all such further  instruments and documents
and take such further action as the Company may  reasonably  require in order to
effectuate the terms and purposes of this Warrant.

      14.  Severability.  The  provisions  of this Warrant  shall be  considered
severable  in the  event  that  any of such  provisions  are  held by a court of
competent  jurisdiction  to be invalid,  void or otherwise  unenforceable.  Such
invalid,  void or  otherwise  unenforceable  provisions  shall be  automatically
replaced by other  provisions  which are valid and  enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void or otherwise  unenforceable.  Notwithstanding the foregoing,  the remaining
provisions  hereof shall remain  enforceable to the fullest extent  permitted by
law.

      15.  Governing Law. The validity and  construction of this Warrant and all
matters  pertaining  hereto are to be determined in accordance  with the laws of
the State of Delaware  without  reference to the conflict of law  principles  of
that state.

      16. Rights as Stockholder.  This Warrant,  as such,  shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company.

      17.  Entire  Agreement.  This  Warrant is intended to and does contain and
embody the entire understanding and agreement of the Company and the Holder with
respect to the  subject  matter  hereof and there  exists no oral  agreement  or
understanding, express or implied, whereby the absolute, final and unconditional


                                       11
<PAGE>


character  and  nature  of  this  Warrant  shall  be  in  any  way  invalidated,
unempowered or affected.

      18.  Headings.  The  headings  in  this  Warrant  are for  convenience  of
reference only and are not part of this Warrant.



            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]


                                       12


      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed in
its name and on its behalf and its  corporate  seal to be affixed  hereon by its
duly authorized officers as of the date of issuance first above written.

                                                     GUARDIAN TECHNOLOGIES
                                                        INTERNATIONAL, INC.


[SEAL]                                               By:
                                                        -----------------------
                                                     Name: Michael W. Trudnak
                                                     Title: Chairman & CEO


Attest:


By:      _______________________
         Robert A. Dishaw
         Secretary



                                       13
<PAGE>



                    Annex A to Common Stock Purchase Warrant
                              FORM OF SUBSCRIPTION
   (Complete and sign only upon exercise of the Warrant in whole or in part.)

To:   Guardian Technologies International, Inc.

      The  undersigned,  the Holder of the attached  Common  Stock  Warrant (No.
BW-1) to which this Form of Subscription  applies,  hereby irrevocably elects to
exercise the  purchase  rights  represented  by such warrant for and to purchase
thereunder  shares of common  stock,  $.001  par  value per share  (the  "Common
Stock"),  from  Guardian  Technologies   International,   Inc.  (or  such  other
securities  issuable pursuant to the terms of the Common Stock Purchase Warrant)
and herewith  makes  payment of  $_________  therefor in cash or by certified or
official bank check.  The undersigned  hereby  requests that the  certificate(s)
representing  such  securities  be issued in the  name(s) and  delivered  to the
address(es) as follows:

Name:
                           -----------------------------------------------------
Address:
                           -----------------------------------------------------
Social Security Number:
                           -----------------------------------------------------
Deliver to:
                           -----------------------------------------------------
Address:
                           -----------------------------------------------------


         If the foregoing subscription evidences an exercise of the Common Stock
Purchase  Warrant to purchase  fewer than all of the shares of Common  Stock (or
other  securities  issuable  pursuant to the terms of the Common Stock  Purchase
Warrant) to which the undersigned is entitled under such warrant, please issue a
new warrant, of like tenor,  relating to the remaining portion of the securities
issuable upon exercise of such warrant (or other securities issuable pursuant to
the  terms  of  such  warrant)  in the  name(s),  and  deliver  the  same to the
address(es), as follows:

Name:
                          ------------------------------------------------------
Address:
                          ------------------------------------------------------

Dated:
                          ------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                  <C>
------------------------------------------------    ---------------------------------------------
(Name of Holder)                                     (Social Security or Taxpayer Identification
                                                     Number of Holder, if applicable)

------------------------------------------------
(Signature of Holder or Authorized Signatory)




Signature Guaranteed:


------------------------------------------------
</TABLE>




<PAGE>




                      Annex B to Placement Agent's Warrant

                               FORM OF ASSIGNMENT

         (To be executed upon transfer of Common Stock Purchase Warrant)

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
the right  represented by the Common Stock Purchase  Warrant (No. BW-1) to which
this Form of Assignment  applies  together  with all rights,  title and interest
therein, and does hereby irrevocably constitute and appoint attorney to transfer
such  Common  Stock  Purchase  Warrant  on  the  warrant  register  of  Guardian
Technologies  International,  Inc.,  the  issuer of the  Common  Stock  Purchase
Warrant, with full power of substitution.



DATED:                                        .
        --------------------------------------


                                                    Signature:





                                                    (Signature  must  conform in
                                                    all   respects  to  name  of
                                                    holder as  specified  on the
                                                    face of the Warrant)



                                                    Signature Guaranteed: