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                             CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of
December 31, 1998 by and between Redwood Microcap Fund Inc., a Colorado
corporation ("Redwood") and Guardian Technologies International, Inc., a
Delaware corporation ("Guardian").

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.  Redwood hereby agrees to provide and perform
for the benefit of Guardian 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 Guardian from time to time and described
in a supplement to Exhibit A approved by each of the parties hereto (a
"Supplement"), and Guardian hereby hires and engages Redwood to provide the
Services.

     2.   CONSIDERATION FOR SERVICES.  As consideration for the Services,
Guardian shall pay Redwood, an amount equal to fifty thousand dollars
($50,000).  Guardian will be under no obligation to pay or reimburse Redwood
for any additional services or for any costs or expenses incurred in
connection with the Services, except upon Guardian's prior written approval
thereof.

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

     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 Guardian, to 11 Sundial Circle, P.O. Box 3618,
Carefree, AZ 85377, and in the case of facsimile transmission, to telecopy no.
(480) 488-2384, in each case to the attention of J. Andrew Moorer; and if to
Redwood, to 11 Sundial Circle, P.O. Box 3463, Carefree, AZ 85377, and in the
case of facsimile transmission, to telecopy no. (480) 488-2384, in each case
to the attention of John C. Power; 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.

Redwood Microcap Fund, Inc.   Guardian Technologies International, Inc.,
a Colorado corporation        a Delaware corporation

By:________________________   By:_______________________________________
Its:_______________________   Its:______________________________________

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                                   EXHIBIT A

SERVICES

1.   Corporate Finance

2.   Capital Formation

3.   Merger & Acquisition