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                             CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of April
1, 1999 by and between Guardian Technologies International, Inc., a Delaware
corporation ("Guardian") and Structural Holdings, Inc., a Delaware corporation
("Structural").

     In consideration of the mutual promises set forth herein, the sufficiency
of which is hereby acknowledged by each of the parties hereto, the parties
hereby agree as follows:

     1.   CONSULTING SERVICES.  Guardian hereby agrees to provide and perform
for the benefit of Structural certain consulting services ("Services"), as
more fully set forth on Exhibit A attached hereto and incorporated herein by
this reference, or as may be requested by Structural from time to time and
described in a supplement to Exhibit A approved by each of the parties hereto
(a "Supplement"), and Structural hereby hires and engages Guardian to provide
the Services.

     2.   CONSIDERATION FOR SERVICES.  As consideration for the Services,
Structural shall pay Guardian, beginning April 1, 1999 an amount equal to five
thousand dollars ($5,000) per month payable in advance on the first day of
each month.  Should Stuctural Holdings and/or its affiliates acquire
additional companies, the monthy fee paid to Guardian will be increased by
mutual agreement of the parties executing this agreement.

     3.   COMPLETION OF TASKS; TERM OF AGREEMENT.  The term of this Agreement
shall be effective as of April 1, 1999, and shall continue until December 31,
2003.

     4.   INDEPENDENT CONTRACTOR STATUS.  The relationship of Consultant to
the Company is that of an independent contractor, and nothing herein shall be
construed or deemed as creating any other relationship.  As an independent
contractor, Consultant shall have the sole responsibility for paying taxes,
workers compensation, employee benefits (if any), and all similar obligations,
and shall be charged with performing the Services and completing the Tasks in
the way that Consultant deems the most feasible or desirable in order to
accomplish the Tasks in the most efficient manner possible.

     5.   NOTICES, ETC.  All notices, demands, and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile or similar transmission) and mailed (by certified mail,
return receipt requested), sent, or delivered (including by way of overnight
courier service), (i) if to Structural, to 100 North Broadway, Suite 3000,
Oklahoma City, OK 73102, and in the case of facsimile transmission, to
telecopy no. (405) 272-0501, in each case to the attention of David Payne; and
(ii) if to Guardian, to 11 Sundial Circle, P.O. Box 3618, Carefree, AZ 85377,
Attn: J. Andrew Moorer, and in the case of facsimile transmission, to telecopy
no. (480) 488-2384; or, as to each party, to such other person and/or at such
other address or number as shall be designated by such party in a written
notice to the other party.  All such notices, demands, and communications
shall be effective when sent; provided, however, that if sent by facsimile
transmission, notices, demands, and other communications shall be confirmed by
same day certified mail, return receipt requested.

     6.   AMENDMENTS, ETC.  No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless the same shall be in
writing and signed by each of the parties hereto.  Any waiver of any provision
of this Agreement shall be effective only in the specific instance and for the
specific purpose for which given.

     7.   ENTIRE AGREEMENT.  This Agreement constitutes the entire
understanding and agreement between the parties and supersedes all previous
understandings, agreements, communications, and representations, whether
written or oral, concerning the treatment of information and other matters to
which this Agreement relates.

     8.   NO WAIVER; REMEDIES.  No failure on the part of any party to this
Agreement to exercise, and no delay in exercising, any right, power, or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.

     9.   SEVERABILITY.  Any provision of this Agreement which is prohibited,
unenforceable, or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability, or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability, or legality of
such provision in any other jurisdiction.

     10.  GOVERNING LAW.  This Agreement shall be governed by, and construed
in accordance with, the laws of the state of Delaware.

     12.  CAPTIONS.  The captions contained in this Agreement  are for
convenience only and shall not affect the construction or interpretation of
any provisions of this Agreement.

     13.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument.  One or more
counterparts of this Agreement may be delivered via telecopier with the
intention that they shall have the same effect as an original executed
counterpart hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

Guardian Technologies International, Inc.,   Structural Holdings, Inc.,
a Delaware corporation                       a Delaware corporation

By:__________________________________        By:___________________________

Its:_________________________________        Its:_______________________

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                                   EXHIBIT A

SERVICES

1.   Corporate Finance

2.   Capital Formation

3.   Merger & Acquisition