<PAGE>   1




                                                                    Exhibit 10.3

Guardian Technologies International, Inc.
45472 Holiday Drive
Sterling, Virginia  20166

Attention:  Oliver L. North

             Re: Revolving Line of Credit

Dear Mr. North:

     We are pleased to advise you that, pursuant to your request and subject to
your acceptance, Creditanstalt Corporate Finance, Inc., a Delaware corporation,
having an office at Two Greenwich Plaza, Greenwich, Connecticut  06830 ("CCFI")
and a wholly-owned indirect subsidiary of Creditanstalt-Bankverein, a bank
organized under the laws of the Republic of Austria, is prepared to establish
in favor of Guardian Technologies International, Inc., a Virginia corporation
(the "Borrower"), a revolving line of credit (the "Facility") in the principal
amount not to exceed One Hundred Thousand U.S. Dollars (U.S. $100,000.00) (the
"Limit"), subject to the terms and conditions set forth in this letter (the
"Agreement").

     1. Extensions of Credit.  Extension of credit under the Facility (each, an
"Extension of Credit", and collectively, "Extensions of Credit") shall be
subject to the discretionary approval of CCFI in each instance and shall be in
the form of loans (each a "Loan" and collectively, the "Loans"), which shall be
evidenced by a promissory note of the Borrower in substantially the form of
Exhibit A hereto (the "Note").  In no event may the aggregate of the
outstanding principal amount of all Loans exceed at any time the Limit.

     2. Termination Date.  The Facility shall terminate on December 7, 1996 or
such later date as may be agreed upon between the parties hereto (December 7,
1996 or such later date being hereinafter referred to as the "Termination
Date").  In the event that the Borrower shall desire to extend the Termination
Date, the Borrower shall send a written notice substantially in the form
attached hereto as Exhibit B (each an "Extension Notice") to CCFI not later
than 45 calendar days prior to the then applicable Termination Date, and unless
CCFI shall notify the Borrower in writing no later than ten calendar days prior
to the then effective Termination Date that it shall not so extend the
Termination Date, the Termination Date shall be automatically deemed extended
to the date set forth in the Extension Notice.  However, nothing herein, or any
extension at anytime granted, shall constitute a commitment on the part of CCFI
to extend (or further extend) any Termination Date, the decision with respect
thereto remaining entirely within the discretion of CCFI.

     3. Notice of Borrowing:  Disbursement.  CCFI may, at its option in each
instance, making Loans to the Borrower upon receipt of written or telexed
notice no later than 10:00 o'clock a.m. New York time on the same Business Day
(as hereinafter defined) with respect to any Base Rate Loan.  Each such notice
shall be irrevocable.


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     4. Interest.

     (a) Interest Rate.  The Borrower shall pay interest on the unpaid
principal if each Loan from the date such Loan is made by CCFI, until paid (at
maturity, whether by acceleration or otherwise) at a rate per annum equal to 2%
in excess of the Base Lending Rate, as hereinafter defined, from time to time
in effect, provided that, the Borrower shall pay interest on any overdue amount
hereunder (before as well as after judgment) with respect to the Loan at a rate
per annum equal to 4% in excess of the Base Lending Rate from time to time in
effect.

The term "Base Lending Rate" means, for any day, the higher of (i) the rate
announced by CCFI from time to time at its office in New York, New York as its
prime rate for domestic (United States) commercial loans in effect on such day
and (ii) the Federal Funds Rate in effect on such day plus one half of one
percent (1/2%).  (Such Base Lending Rate is not necessarily intended to be the
lowest rate of interest charged by CCFI in connection with extensions of
credit.)  Each change in the Base Lending Rate shall result in a corresponding
change in the interest rate and such change shall be effective on the effective
date of such change in the Base Lending Rate.

The term "Federal Funds Rate" means, for any day, the overnight federal funds
rate in New York City, as published for such day (or, if such day is not a
Business Day, for the preceding Business Day) in the Federal Reserve
Statistical Release H.15 (519) or any successor publication, or if such rate is
not so published for any day which is a Business Day, the average of the
quotations for such day on overnight federal funds transactions in New York
City received by CCFI from three federal funds brokers or recognized standing
selected by CCFI.

     (b) Interest Payments.  Interest on each Loan shall be payable in arrears
on the first Business Day of each calendar month until maturity thereof (by
demand or otherwise), on maturity, on repayment (to the extent accrued on the
amount repaid) and after maturity on demand.

     4. Method of Payment.  All payments to CCFI shall be made in U.S. Dollars
and in immediately available funds prior to 1:00 p.m., New York time, on the
date due, and shall be made without set-off or counterclaim to CCFI at its New
York office presently located at 245 Park Avenue, New York, New York  10167, or
as CCFI may otherwise direct, and in such amounts as may be necessary in order
that all such payments (after withholding for or on account of any present or
future taxes, levies, imposts, duties or other similar charges of whatsoever
nature imposed by any government or any political subdivision or taxing
authority thereof, other than any tax on or measured by the net income of CCFI
pursuant to the income tax laws of the jurisdiction where CCFI's principal or
lending office is located) shall not be less than the amounts otherwise
specified to be paid hereunder or under the Note.  If the date for any payment
due hereunder would otherwise fall on a day which is not a Business Day, such
payment shall be extended to the next following Business Day, with additional
interest on the principal, payable at the applicable rate specified herein
during such extension.

     (b) Computation.  All interest and fees hereunder shall be computed on the
basis of actual days elapsed on a year of 360 days.


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<PAGE>   3

        (c) "Business Day" shall mean any day other than Saturday, Sunday or
other day on which commercial banks are required or permitted to close under the
law of the States of New York or Connecticut.

     5. Loan Payments.

     All Loans shall mature and be payable on the Termination Date or such
earlier date as the Facility is terminated in accordance herewith.  Prior
thereto, the Borrower shall have the right to repay or prepay all or any
portion of any Loan without penalty on any day and from time to time by giving
CCFI irrevocable written or telexed notice not later than 11:00 a.m. New York
time the same Business Day of such a prepayment.  The Borrower may not prepay
the Loan on the same day it is made by CCFI.

     6. Representations and Warranties.  In order to induce CCFI to extend
credit to the Borrower hereunder, the Borrower hereby represents and warrants
to CCFI that (a) the Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation
and is duly qualified and in good standing as a foreign corporation wherever
required by law; (b) the Borrower has the corporate power and authority to own
its assets and conduct its business as now conducted and to execute, deliver
and perform this Agreement, the Note and all other documents and instruments to
be delivered to CCFI by the Borrower pursuant hereto; (c) this Agreement and
the Note when executed and delivered to CCFI by the Borrower and such other
documents or instruments, and the receipt of the Loan hereunder shall have been
duly authorized by all requisite corporate action, and shall be the Borrower's
legal, valid and binding obligations, enforceable against the Borrower in
accordance with its terms; (d) the Borrower's execution, delivery and
performance of this Agreement, the Note and such other documents or instruments
and the receipt of the Loan hereunder does not contravene any provision of any
law, rule, regulation, judgment, injunction or order applicable to the Borrower
or its assets, nor does it contravene its certificate of incorporation or
by-laws, or any agreement to which it is a party or which is binding upon it or
upon its assets; (e) in no event shall the proceeds of any Loan be used to
"purchase" or "carry" "margin stock", as such terms are used in Regulation U,
G, T or X of the Board of Governors of the Federal Reserve System; (f) the most
recent financial statements of the Borrower delivered to CCFI prior to the date
of this Agreement are true and correct and represent fairly its financial
position as of the date thereof and the results of its operations for the
period indicated and show all known liabilities, direct or contingent, of the
Borrower as of the date thereof in accordance with generally accepted
accounting principles, consistently applied; (g) since the date of such
financial statements, there has been no material adverse change in the
condition, financial or otherwise, of the Borrower or in the business,
operations or properties of the Borrower and, since such date, the Borrower has
not incurred, other than in the ordinary course of business, any indebtedness,
liabilities, obligations or commitments, contingent or otherwise; (h) the
projected cash flow statement, balance sheet and operating budget for the
Borrower (the "Projections"), if any, delivered to CCFI (x) disclose all
assumptions made with respect to costs, general economic conditions, and
financial and market conditions in formulating the Projections, (y) are based
on reasonable estimates and assumptions, and (z) reflected, as of the date
prepared, and continue to reflect, as of the date of this Agreement, the
reasonable estimate of the Borrower of the results of operations and other
information projected therein; and (i) as of the date of this Agreement ( and
subsequently as of the date of the Loans), and after giving effect to the
transactions contemplated under this Agreement, (x) the present fair saleable
value of the assets of the Borrower exceeds the 



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total liabilities of the Borrower, (y) the Borrower is able to pay its debts as
they become due, and (z) the Borrower does not have unreasonably small capital
to carry on its business as previously operated and in which it is about to
engage.
        
     7. Conditions to Extensions of Credit.

        (a) The Initial Extension of Credit.  CCFI shall not, in any event make
the initial Extension of Credit hereunder until CCFI shall have received, (i) a
copy of the resolutions of the Board of Directors of the Borrower authorizing
the Borrower to enter into and perform its obligations under this Agreement and
the Note, certified by the Secretary or Assistant Secretary of the Borrower as
in effect as of the date of such initial Extension of Credit; (ii) a
certificate, dated the date of the initial Extension of Credit, as to the
incumbency and specimen signatures of officers and representatives authorized
by such resolutions to execute all documents and certificates in connection
herewith and the Extensions of Credit, duly executed; (iii) copies of the
charter and by-laws of Borrower, as amended to the date of the initial
Extension of Credit, certified, as of such date, by its Secretary or an
Assistant Secretary; and (iv) delivery of a Guaranty by Oliver L. North (the
"Guarantor").  In addition, CCFI shall not make the initial Extension of Credit
unless all representations and warranties made herein shall be true and correct
as of the date such initial Extension of Credit is made, and there shall not
have occurred and be continuing on the date of such initial Extension of Credit
any Event of Mandatory Repayment (as hereinafter defined) or an event which,
with lapse of time or the giving of notice, or both, would become and Event of
Mandatory Repayment (any requests by the Borrower to CCFI for a Loan shall be
deemed to be a representation and warranty by the Borrower as to the matters
set forth in this subsection of the Agreement); and the Borrower shall have
performed all of its agreements contained herein.

        (b) All Extensions of Credit.  CCFI shall not make any Extension of
Credit hereunder unless:  (i) all representations and warranties made herein and
in the Guaranty shall be true and correct as of the date such Extension of
Credit is made, as if made on such date, and there shall not have occurred and
be continuing on the date of such Extension of Credit an Event of Mandatory
Repayment (as hereinafter defined) or an event which, with lapse of time or the
giving of notice, or both, would become an Event of Mandatory Repayment (any
requests by the Borrower to CCFI for any Loan shall be deemed to be a
representation and warranty by the Borrower as to the matters set forth in this
subsection of this Agreement); and (ii) the Borrower and the Guarantor shall
have performed all of its agreements contained herein and in the Guaranty.

        (c) No CCFI Obligation.  Notwithstanding fulfillment by the Borrower of
all the aforementioned conditions, CCFI shall in no event be obligated to make
any Extension of Credit, the decision with respect thereto remaining, entirely
within the discretion of CCFI.

     8. Covenants.  The Borrower agrees that so long as this Agreement shall be
in effect and until all obligations hereunder and under the Note are satisfied
in full to CCFI's satisfaction, the Borrower will promptly notify CCFI of the
occurrence of any Event of Mandatory Repayment and will deliver to CCFI, as
soon as practicable, but in no event later than 90 days after the end of each
of the Borrower's fiscal years, audited financial statements including a
balance sheet, statement of changes in financial position and statements of
income and earnings for the fiscal year ending on such date, all in reasonable
detail, certified by independent public accountants selected 



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by the Borrower and reasonably satisfactory to CCFI, and such other financial
information with respect to the Borrower as CCFI may reasonably request.
        
     9. Events of Mandatory Repayment.  Upon the occurrence of any  of the
following specified events (each an "Event of Mandatory Repayment"):  (a) any
representation or warranty made by the Borrower herein or in connection with
any Extensions of Credit or by the Guarantor in the Guaranty shall be breached
or shall be untrue at any time in any material respect; or (b) the Borrower
shall default in the payment of any amounts due hereunder or under the Note; or
(c) the Borrower or the Guarantor shall fail to perform any other obligation
required to be performed by it hereunder or under the Guaranty; or (d) the
Borrower shall suspend or discontinue its business, or the Borrower or the
Guarantor shall make any assignment for the benefit of creditors, or shall
become insolvent or be unable or generally fail to pay its debts when due, or
the Borrower or the Guarantor shall become in any jurisdiction a party or
subject to (voluntarily or involuntarily) and liquidation or dissolution action
or proceeding with respect to itself, or to any bankruptcy, reorganization,
insolvency r other proceeding for the relief of financially distressed debtors,
or a receiver, liquidator, custodian or trustee shall be appointed for the
Borrower or the Guarantor or a substantial part of their respective assets; or
the Borrower or the Guarantor shall take any action to effect, or which
indicates their acquiescence in, any of the foregoing; then and in any such
event, and at any time thereafter if any such Event of Mandatory Repayment
shall then be continuing, CCFI may, by written or telexed notice to the
Borrower and the Guarantor, at its option (i) declare the Facility terminated,
and/or (ii) declare all obligations of the Borrower immediately due and payable
without presentment, demand, protest or notice of any kind, provided that if
any Event of Mandatory Repayment described in 9 (d) shall occur, each of the
results described in (i) and (ii) above which would otherwise occur only upon
the giving of written notice by CCFI to the Borrower and the Guarantor as
herein described shall occur automatically, without the giving of any such
notice.

     10. Increased Costs to CCFI.  (a) the Borrower agrees to pay or cause to
be paid and to hold CCFI harmless against liability for the payment of (i) all
reasonable out-of-pocket expenses, including but not limited to fees and
expenses of counsel incurred by CCFI from time to time arising in connection
with the enforcement of this Agreement, the Note, the Guaranty and any
documents, instruments or transactions pursuant hereto or in connection
herewith and (ii) all stamp, document, transfer, recording or filing taxes or
fees and similar impositions now or hereafter determined by CCFI to be payable
in connection with this Agreement, the Note, the Guaranty or any other
documents, instruments or transactions pursuant hereto or in connection
herewith.  In addition, the Borrower agrees to indemnify and hold CCFI harmless
from all loss, cost (including reasonable counsel fees), liability and damage
whatsoever incurred by CCFI, by reason of any action or claim brought or
threatened against CCFI by any person or entity arising out of this Agreement,
the Note, the Guaranty or any other agreement, instrument or document executed
in connection with this Agreement, or out of CCFI's actions or omissions in
connection with this Agreement, the Note, the Guaranty or any such other
agreement, instrument or document; provided, however, that (1) the Borrower's
indemnification hereunder shall not apply, and CCFI shall return or otherwise
apply any payments previously received on such indemnification, if and to the
extent it is finally determined by a court of competent jurisdiction that such
action or claim against CCFI was the result of CCFI's gross negligence or
willful misconduct, and (2) nothing herein shall prevent the Borrower from
raising its own direct claims against CCFI, or from raising its own defenses to
claims brought by CCFI against the Borrower.


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     11. Right of Set-Off.  In addition to any rights now or hereafter granted
under applicable law including, but not limited to, Section 151 of the New York
Debtor and Creditor Law and not by way of limitation of any such right, upon
the occurrence of any Event of Mandatory Repayment of any condition, event or
act which, with the giving of notice or lapse of time, or both, would
constitute such an Event of Mandatory Repayment, CCFI is hereby authorized at
any time and from time to time, without notice to the Borrower or any other
person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general and special) and any other
indebtedness at any time held or owing by CCFI to or for the credit or the
account of the Borrower against and on account of the obligations and
liabilities of the Borrower to CCFI under this Agreement, the Note or any other
document in connection herewith, including (without limitation) all claims of a
nature or description arising out of or connected with this Agreement and/or
the Note and the Guaranty.

     12. Miscellaneous.

         (a) Domicile of Extensions of Credit.  CCFI may make, transfer or carry
any Loan at, or for the account of, any branch, office, agency, subsidiary or
affiliate of CCFI.

         (b) No Waiver; Remedies Cumulative.  No failure or delay on the part of
CCFI or of the holder of the Note in exercising any right, power or privilege
hereunder and no course of dealing between the Borrower and CCFI or the holder
of the Note shall operate as a Waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
future exercise thereof or the exercise of any rights or remedies which CCFI or
any subsequent holder of the Note would otherwise have.  No notice to or demand
on the Borrower in any case shall entitle the Borrower to any other or future
notice or demand in similar or other circumstances or constitute the waiver of
the rights of CCFI of the holder of the Notice to any other or future action in
any circumstances without notice or demand.

         (c) Descriptive Headings.  The descriptive headings of the several
sections and subsections of the Agreement are inserted for convenience only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.

         (d) Governing Law.  This Agreement and the rights and obligations of
the parties hereunder and under the Note, the Guaranty and all other documents
entered into in connection herewith, shall be construed in accordance with and
be governed by the law of the State of New York, without regard to its conflict
of law principles.

         (e) Benefit of Agreement.  This Agreement shall be binding on and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, and, in particular, shall inure to the benefit of
CCFI and its successors and assigns provided, however that the Borrower may not
assign or transfer its rights or obligations hereunder without the prior written
consent of CCFI.

         (f) Assignment of Agreement.  CCFI shall be entitled at any time to
assign, or to grant participation (which may be evidenced by one or more
certificates of participation) in, any or all of its rights and/or obligations
under this Agreement, the Note and the Guaranty to any person, partnership,
corporation or other entity, each of which shall have all the benefits afforded



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to CCFI hereunder.  The Borrower may not transfer or assign any or all of its
rights or obligations hereunder without the prior written consent of CCFI.

     (g) Jurisdiction; Waiver or Jury Trial.  (i) Each of the Borrower and the
Guarantor hereby agrees that any LEGAL ACTION OR PROCEEDING AGAINST BORROWER
WITH RESPECT TO THIS AGREEMENT, THE NOTE, THE GUARANTY OR ANY OF THE
AGREEMENTS, DOCUMENTS OR INSTRUMENTS DELIVERED IN CONNECTION HEREWITH OR
THEREWITH MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK as CCFI may
elect, and, by execution and delivery hereof, each of the Borrower and the
Guarantor accepts and consents to, for itself and in respect to its property,
generally and unconditionally, the jurisdiction of the aforesaid courts and
agrees that such jurisdiction shall be exclusive, unless waived by CCFI in
writing, with respect to any action or proceeding brought by it against CCFI
and any questions relating to usury.  Each of the Borrower and the Guarantor
hereby further irrevocably consents to the service of process in any suit,
action or proceeding in said courts by the mailing thereof by CCFI by
registered or certified mail, postage prepaid, to the Borrower and the
Guarantor at their respective addresses specified below, such service to become
effective five days after such mailing.  In addition, each of the Borrower and
the Guarantor hereby irrevocably waives, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement,
the Note or the Guaranty brought in the courts of the State of New York, and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

     (ii) AFTER REVIEWING THIS PROVISION SPECIFICALLY WITH ITS RESPECTIVE
COUNSEL, EACH OF BORROWER, GUARANTOR AND CCFI HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT, THE NOTE, THE GUARANTY, OR ANY OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF BORROWER,
GUARANTOR OR CCFI.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR CCFI MAKING THE
LOAN TO BORROWER.

     (h) Amendments and Waivers.  Neither this Agreement, the Note, the
Guaranty nor any agreement, entered into by the parties hereto in connection
herewith, nor any terms hereof or thereof may be amended, supplemented,
modified or waived except by writing, signed by the parties hereto.

     (i) Notices.  All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing including by telegraph,
telex or telecopy, and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or 5 days after
being deposited in the mail, postage prepaid, or, in the case of telegraphic
notice, when delivered to the telegraph company, or, in the case of telex
notice, when answerback received or, in the case of notice by telecopier, when
sent (receipt confirmed), as 



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follows, or to such other address or number as may be hereunder notified by the
respective parties hereto and any further holders the Note:
        


        The Borrower:         Guardian Technologies International, Inc.
                              45472 Holiday Drive
                              Sterling, Virginia  20166
                              Attention:  Oliver L. North
                              Telephone:  (703) 709-6635
                              Telecopy:  (703) 709-7904

        The Guarantor:        Oliver L. North
                              Narnia Farm, Route 1
                              Box 560
                              Bluemont, Virginia  22012
                              Telephone:  (703) 709-6635
                              Telecopy:  (703) 709-7904

        with a copy to:       Nicole Seligman, Esq.
        (not constituting     Williams & Connolly
        notice)               725 12th Street, N.W.
                              Washington, D.C.  20005
                              Telephone:  (202) 434-5000
                              Telecopy:  (202) 434-5029

        CCFI:                 CREDITANSTALT CORPORATE FINANCE, INC.
                              Two Greenwich Plaza
                              Greenwich, Connecticut  06830
                              Attention:  Dennis C. O'Dowd
                              Telephone:  (203) 861-6593
                              Telecopy:  (203) 861-6594/6595

        with a copy to:       CREDITANSTALT CORPORATE FINANCE, INC.
                              245 Park Avenue
                              New York, New York  10167
                              Attention:  Martin Mittag
                              Telephone:  (212) 856-1060
                              Telecopy:  (212) 856-1699


provided that any notice, request or demand to or upon CCFI, Borrower or
Guarantor shall not be effective until received by such party.

     (j) Maximum Interest Rate.  Nothing contained in this Agreement shall be
deemed to establish or require the payment of a rate of interest in excess of
the maximum rate permitted by applicable law (the "Maximum Rate").  If the
amount of interest payable for any interest payment period ending on any
interest payment date calculated in accordance with the provisions of this
Agreement (said amount, the "Calculated Interest") exceeds the amount of
interest that would be payable for such interest payment period had interest
for such interest payment period 


                                     - 8 -
<PAGE>   9

been calculated on the basis of the Maximum Rate for such interest payment
period, there shall be paid on such interest payment date an amount of interest
calculated on the basis of the Maximum Rate for such interest payment period. If
on any subsequent interest payment date, (i) the Calculated Interest for the
interest payment period ending on such subsequent interest payment date (the
"Current Interest Period")) is less than the amount of interest that would be
payable for such Current Interest Period had interest for such Current Interest
period been calculated on the basis of the Maximum Rate and (ii) any portion of
the excess (if any) of Calculated Interest for any prior interest payment period
over interest calculated at the Maximum Rate for such prior interest payment
period (the "Outstanding Interest Amount") remains unpaid, then on such
subsequent interest payment date there shall be paid, as provided herein,
additional interest for such Current Interest Period in an amount equal to the
less or of (i) the theretofore unpaid outstanding Interest Amounts for all prior
interest payment periods or (ii) an amount that, when added to the amount of
Calculated Interest payable for such current Interest Period, results in the
payment of interest for such Current Interest Period at the Maximum Rate.

          (k) Borrower's and Guarantor's Acceptance.  If you are in agreement
with the terms and conditions set forth above, please indicate your acceptance
thereof by executing both copies hereof in the space provided below and
returning one copy to CCFI.

                                     Very truly yours,

                                     CREDITANSTALT CORPORATE FINANCE, INC.


                                     By: /s/ Dennis C. O'Dowd
                                        ----------------------------------
                                             Dennis C. O'Dowd
                                             Co Chief Executive USA

                                     By:  /s/ Martin Mittag
                                        ----------------------------------
                                              Martin Mittag
                                              Deputy Chief Executive

ACCEPTED AND AGREED TO AS OF
THE ___ DAY OF DECEMBER, 1995

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

By:  /s/ Oliver L. North
   --------------------------------------     
        Oliver L. North
        Chief Executive Officer

By:  /s/ Joseph F. Fernandez
   --------------------------------------     
        Joseph F. Fernandez
        President

     /s/ Oliver L. North
   --------------------------------------     
   Oliver L. North, as Guarantor





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