s                                                                  EXHIBIT 10.48

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                              AMENDED AND RESTATED
                            2003 STOCK INCENTIVE PLAN


ARTICLE I.
ESTABLISHMENT, PURPOSE, AND DURATION

      1.1 ESTABLISHMENT OF THE PLAN. Guardian Technologies International,  Inc.,
a  Delaware  corporation  (the  "Company"),   hereby  establishes  an  incentive
compensation  plan to be known as the "Amended and Restated 2003 Stock Incentive
Plan" (the "Plan"),  as set forth in this  document.  Unless  otherwise  defined
herein,  all capitalized  terms shall have the meanings set forth in Section 2.1
herein.  The Plan permits the grant of Nonqualified  Stock Options and Incentive
Stock Options.

      This Plan was adopted by the Board of  Directors  of the Company on August
29, 2003 (the  "Effective  Date") and was  amended and  restated by the Board of
Directors on December 2, 2003,  subject to approval of the  stockholders  of the
Company.

      1.2 PURPOSE OF THE PLAN. The Plan is intended to foster the success of the
Company and its  subsidiaries  by providing  incentives  to Eligible  Employees,
directors  and  consultants  to promote the long-term  financial  success of the
Company.  The Plan is  designed  to provide  flexibility  to the  Company in its
ability to motivate,  attract,  and retain the  services of Eligible  Employees,
directors and consultants upon whose judgment,  interest, and special effort the
successful conduct of the Company's operation is largely dependent.

      1.3 DURATION OF THE PLAN. The Plan shall  commence on the Effective  Date,
as described in Section 1.1 herein,  and shall remain in effect,  subject to the
right of the Board of Directors to  terminate  the Plan at any time  pursuant to
Article VII herein,  until  August 28,  2013,  at which time it shall  terminate
except  with  respect to Awards  made prior to, and  outstanding  on, that date,
which shall remain valid in accordance with their terms.

ARTICLE II.
DEFINITIONS

      2.1 DEFINITIONS. Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:

         (a)  "AFFILIATE"  shall have the meaning  ascribed to such term in Rule
12b-2 under the Exchange Act.

         (b) "AGREEMENT"  means a written  agreement  implementing  the grant of
each  Award  signed  by  an  authorized  officer  of  the  Company  and  by  the
Participant.

         (c) "AWARD" means individually or collectively, a grant under this Plan
of Incentive Stock Options or Nonqualified Stock Options.

         (d) "AWARD  DATE" or "GRANT  DATE"  means the date on which an Award is
made by the Committee under this Plan.

         (e) "BENEFICIAL  OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 under the Exchange Act.

         (f) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

         (g) "CODE"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.

         (h) "COMMITTEE"  means the Committee as the Board may from time to time
appoint to  administer  the Plan or the Board of Directors if no such  committee
has been appointed.

         (i)  "COMPANY"  means  GUARDIAN   TECHNOLOGIES   INTERNATIONAL,   INC.,
including all Affiliates and Subsidiaries,  or any successor thereto as provided
in Article IX herein.

         (j) "DISABLED" OR  "DISABILITY"  shall have the meaning set forth under
Section 22(e)(3) of the Code.

         (k)  "ELIGIBLE  EMPLOYEE"  means any  officer or other  employee of the
Company or its  Subsidiaries  (including  any entity that  becomes a  Subsidiary
after the adoption of this Plan).

         (l)  "EXCHANGE  ACT"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (m) "FAIR MARKET VALUE" on a particular date means as follows:

            (i) If the Stock is listed or  admitted  to trading on a  recognized
national securities exchange,  the mean between the high and low sales prices of
a share of Stock in  consolidated  trading as reported for such date in the Wall
Street  Journal with regard to securities  listed or admitted to trading on such
recognized national securities exchange; or

            (ii) If the Stock is approved for trading on Nasdaq  National Market
System or Nasdaq SmallCap Market, the mean between the high and low sales prices
of a share of Stock as reported  for such date in the Wall Street  Journal  with
regard to Nasdaq issues; or

            (iii)  If the  Stock  is  not  listed  and  traded  upon a  national
securities  exchange or quoted on the Nasdaq  National  Market  System or Nasdaq
SmallCap Market, and there are reports of stock prices by a recognized quotation
service, upon the basis of the mean between the closing bid and asked quotations
for such  stock on such date as  reported  by such  recognized  stock  quotation
service; or

            (iv) If in (i), (ii) or (iii) above,  as  applicable,  there were no
sales or bids or quotes, as the case may be, upon such date reported as provided
above, the respective prices on the most recent prior day on which sales or bids
or quotes, as the case may be, were so reported; or

            (v) If fair market  value of the Stock cannot be  established  under
subparagraphs  (i), (ii), (iii), or (iv) above, then it shall be the fair market
value as determined in good faith by the Committee.

         In the case of an Incentive  Stock Option,  if the foregoing  method of
determining  fair market  value should be  inconsistent  with section 422 of the
Code,  "Fair Market  Value"  shall be  determined  by the  Committee in a manner
consistent  with  such  section  of the Code  and  shall  mean  the  value as so
determined.

         (n)  "INCENTIVE  STOCK  OPTION"  or "ISO"  means an option to  purchase
Stock,  granted  under  Article VI herein,  which is  designated as an incentive
stock  option and is  intended  to meet the  requirements  of Section 422 of the
Code.

         (o)  "NONQUALIFIED  STOCK OPTION" or "NQSO" means an option to purchase
Stock, granted under Article VI herein, which is not intended to be an Incentive
Stock Option.

         (p) "OPTION" means an Incentive  Stock Option or a  Nonqualified  Stock
Option.

         (q) "PARTICIPANT"  means an Eligible  Employee,  director or consultant
who has been granted an Award under the Plan.

         (r)  "PERSON"  shall have the meaning  ascribed to such term in Section
3(a)(9)  of the  Exchange  Act and used in  Sections  13(d) and  14(d)  thereof,
including a "group" as defined in Section 13(d).

         (s) "PLAN" means the Guardian Technologies International,  Inc. Amended
and Restated 2003 Stock  Incentive Plan as described  herein,  as hereafter from
time to time amended.

         (t)  "PUBLICLY  TRADED"  means  stock  of a class  which is  listed  or
admitted to  unlisted  trading  privileges  on a national  securities  exchange,
Nasdaq  National Market System or Nasdaq SmallCap Market or as to which sales or
bid and asked  quotations are reported by a recognized  quotation  service.  For
this  purpose,  The  National  Association  of  Securities  Dealers,  Inc.'s OTC
Bulletin Board shall be deemed a recognized quotation service.

         (u) "SEC" means Securities and Exchange Commission.

         (v)  "SECRETARY"  means the officer  designated as the Secretary of the
Company.

         (w) "STOCK" or  "SHARES"  means the common  stock,  $.001 par value per
share, of the Company.

         (x)  "SUBSIDIARY"  shall  mean,  with  respect  to any  corporation,  a
subsidiary of that corporation within the meaning of Code section 424(f).


ARTICLE III.
ADMINISTRATION

      3.1 GENERAL.  The Plan shall be  administered by the Board of Directors of
the Company or a committee designated by the Board consisting of two (2) or more
directors  appointed  from  time to time by the  Board  each of whom  shall be a
"Non-Employee  Director," as defined in Rule 16b-3 under the Exchange Act and an
"outside  director,"  within  the  meaning  of  Section  162(m)(4)(C)(i)  of the
Internal Revenue Code of 1986, as amended, by the Omnibus Budget  Reconciliation
Act of 1993.  Notwithstanding  the foregoing,  the Board may, in its discretion,
delegate  to  another  committee  of the Board any or all of the  authority  and
responsibility  of the Committee with respect to awards to employees who are not
subject  to  Section  16 of the  Exchange  Act at the time  any  such  delegated
authority or  responsibility  is exercised.  Such other committee may consist of
two (2) or more directors who may, but need not, be officers or employees of the
Company  or of  any of its  Subsidiaries.  To the  extent  that  the  Board  has
delegated  to such other  committee  the  authority  and  responsibility  of the
Committee pursuant to the foregoing, all references to the Committee in the Plan
shall be to such other committee.

      3.2 COMMITTEE  POWERS.  The Committee  shall have all powers  necessary or
desirable to administer the Plan. The express grant in this Plan of any specific
power to the Committee shall not be construed as limiting any power or authority
of the Committee. In addition to any other powers and, subject to the provisions
of the Plan,  the Committee  shall have the following  specific  powers:  (i) to
determine  the terms  and  conditions  upon  which  the  Awards  may be made and
exercised;  (ii) to determine all terms and provisions of each Agreement,  which
need not be identical;  (iii) to construe and interpret the  Agreements  and the
Plan;  (iv) to  establish,  amend or waive rules or  regulations  for the Plan's
administration;  (v) to accelerate the  exercisability of any Award; and (vi) to
make all other  determinations and take all other actions necessary or advisable
for the administration of the Plan in its sole judgment and discretion.

      3.3 SELECTION OF  PARTICIPANTS.  The Committee shall have the authority to
grant  Awards under the Plan,  from time to time,  to such  Eligible  Employees,
directors or consultants as may be selected by it. Each Award shall be evidenced
by an Agreement.

      3.4  DECISIONS  BINDING.  All  determinations  and  decisions  made by the
Committee pursuant to the provisions of the Plan shall be final,  conclusive and
binding.

      3.5 RULE 16B-3  REQUIREMENTS;  CODE SECTION  162(M).  Notwithstanding  any
other  provision of the Plan,  the Committee  may impose such  conditions on any
Award,  and the  Board  may  amend  the Plan in any such  respects,  as they may
determine are necessary or desirable to satisfy the provisions of Rule 16b-3, as
amended  (or  any   successor  or  similar   rule),   under  the  Exchange  Act.
Notwithstanding any provision of the Plan to the contrary,  the Plan is intended
to  give  the   Committee   the  authority  to  grant  Awards  that  qualify  as
performance-based compensation under Code Section 162(m)(4)(C) as well as Awards
that do not so  qualify.  Every  provision  of the Plan  shall be  administered,
interpreted  and construed to carry out such  intention  and any provision  that
cannot be so  administered,  interpreted  and construed  shall to that extent be
disregarded;  and any provision of the Plan that would prevent an Award that the
Committee  intends  to  qualify  as  performance-based  compensation  under Code
Section  162(m)(4)(C) from so qualifying shall be administered,  interpreted and
construed  to carry  out such  intention  and any  provision  that  cannot be so
administered, interpreted and construed shall to that extent be disregarded.

ARTICLE IV.
STOCK SUBJECT TO THE PLAN

      4.1 NUMBER OF SHARES.  Subject to  adjustment  as  provided in Section 4.4
herein,  the maximum  aggregate  number of Shares that may be issued pursuant to
Awards  made under the Plan  shall not  exceed  30,000,000.  The  Company  shall
reserve and set aside for issuance  pursuant hereto the maximum aggregate number
of Shares  provided for in the  immediately  preceding  sentence upon  Company's
receiving  approval from the  stockholders  of the Company of an increase in the
authorized capital stock of the Company at the next meeting of stockholders, and
no Awards granted pursuant to this Plan shall vest or become  exercisable  until
such an increase in the capitalization of the Company has been so authorized and
approved.  Except as provided in Sections  4.2 and 4.3 herein,  the  issuance of
Stock in connection  with the exercise of, or as other payment for, Awards under
the Plan shall reduce the number of Shares available for future Awards under the
Plan.

      4.2 LAPSED  AWARDS OR FORFEITED  SHARES.  If any Award  granted under this
Plan  terminates,  expires  or lapses  for any  reason  other  than by virtue of
exercise of the Award,  or if Shares issued  pursuant to Awards are forfeited or
repurchased  by the  Company,  any Stock  subject to such Award  again  shall be
available for the grant of an Award under the Plan.

      4.3  DELIVERY OF SHARES AS PAYMENT.  In the event a  Participant  pays the
Option Price for Shares  pursuant to the  exercise of an Option with  previously
acquired Shares, the number of Shares available for future Awards under the Plan
shall be reduced  only by the net number of new Shares  issued upon the exercise
of the Option; provided that the number of Shares available for future Awards to
Section 16 Persons under the Plan shall be reduced only by the net number of new
Shares  issued upon the exercise of the Option only if Rule 16b-3 would,  in the
opinion of the Committee, be satisfied.

      4.4  CAPITAL  ADJUSTMENTS.  If the  outstanding  Shares of the Company are
increased, decreased or exchanged, through merger, consolidation, sale of all or
substantially   all   of  the   property   of   the   Company,   reorganization,
recapitalization,   reclassification,  stock  dividend,  stock  split  or  other
distribution  in  respect  of such  Shares,  for a  different  number or kind of
Shares,  or if additional  Shares or new or different  Shares are distributed in
respect of such Shares,  then to the extent  required by the  applicable  Option
Agreement  an  appropriate  and  proportionate  adjustment  shall be made by the
Committee,  whose determination shall be binding on all persons.  The number and
class of  Shares  subject  to each  outstanding  Award,  the  Option  Price  (as
hereinafter  defined)  and the  aggregate  number  and class of Shares for which
Awards  thereafter may be made shall be subject to any such  adjustment.  If the
adjustment would produce  fractional Shares with respect to any then outstanding
Awards,  the Committee may adjust  appropriately the number of Shares covered by
the outstanding Awards so as to eliminate the fractional shares. Any adjustments
to be made with respect to Incentive  Stock  Options  shall comply with sections
422 and 424 of the Code.

sARTICLE V.
ELIGIBILITY

      All Eligible  Employees,  directors and consultants of the Company and its
subsidiaries may participate in the Plan.

ARTICLE VI.
STOCK OPTIONS

      6.1 GRANT OF  OPTIONS.  Subject to the terms and  provisions  of the Plan,
Options may be granted to Eligible  Employees and Nonqualified Stock Options may
be granted to directors or  consultants of the Company and its  Subsidiaries  at
any time and from time to time as shall be determined by the Committee.  Subject
to  Section  4.1  above,  the  Committee  shall  have  complete   discretion  in
determining the number of Shares subject to Options granted  provided,  however,
that the aggregate Fair Market Value  (determined at the time the Award is made)
of Shares with  respect to which an Eligible  Employee may first  exercise  ISOs
granted  under the Plan  during any  calendar  year may not  exceed one  hundred
thousand dollars  ($100,000) or such amount as shall be specified in Section 422
of the Code and rules and  regulations  thereunder.  It is the  intention of the
Company  that ISOs granted  under the Plan qualify as such under  Section 422 of
the Code; provided,  however,  that in the event any such ISO fails or ceases to
qualify under Section 422 of the Code,  it shall  nevertheless  remain valid and
exercisable according to its terms as a Nonqualified Stock Option.

      6.2 OPTION AGREEMENT. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted,  the Option Price (as hereinafter
defined),  the duration of the Option,  the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement,  death,  disability or other termination of employment,  and such
other provisions as the Committee shall  determine.  The Agreement shall specify
whether  the Option is  intended  to be an  Incentive  Stock  Option  within the
meaning of Section 422 of the Code, or a Nonqualified  Stock Option not intended
to be within the provisions of Section 422 of the Code.

      6.3 OPTION  PRICE.  The  exercise  price per share of Stock  covered by an
Option  ("Option  Price") shall be  determined  by the Committee  subject to the
following limitations. In the case of an ISO, the Option Price shall not be less
than one hundred  percent  (100%) of the Fair Market  Value of such Stock on the
Grant Date or in the case of any optionee who, at the time such Incentive  Stock
Option is granted,  directly or indirectly,  owns stock possessing more than ten
percent (10%) of the total combined  voting power of all classes of stock of his
employer corporation or of its parent or subsidiary  corporation,  not less than
one  hundred ten  percent  (110%) of the Fair Market  Value of such Stock on the
date the Incentive Stock Option is granted.

      6.4  DURATION OF OPTIONS.  Each Option shall expire on the earliest of (a)
ten (10)  years  from the date it is  granted,  (b) sixty  (60)  days  after the
optionee  dies  or  becomes  Disabled,   (c)  immediately  upon  the  optionee's
termination of employment or service or cessation of Board service, whichever is
applicable,  or (d) such date as the Committee shall determine,  as set forth in
the relevant Option Agreement;  provided,  however, that no ISO which is granted
to an optionee  who, at the time such Option is granted,  owns Stock  possessing
more than ten (10) percent of the total combined  voting power of all classes of
stock of the Company or any of its subsidiaries,  shall be exercisable after the
expiration of five (5) years from the date such Option is granted.

      6.5 EXERCISABILITY. Options granted under the Plan shall be exercisable at
such times and be subject to such  restrictions  and conditions as the Committee
shall  determine,  which  need not be the same for all  Participants.  No Option
issued to a Person subject to Section 16 of the Exchange Act, however,  shall be
exercisable  until the  expiration  of at least six (6)  months  after the Award
Date,  except  that  such  limitation  shall  not  apply in the case of death or
Disability, or as set forth in Article IX.

      6.6 METHOD OF  EXERCISE.  Options may be  exercised  by the  delivery of a
written  notice to the Company in the form  prescribed by the Committee  setting
forth the number of Shares with respect to which the Option is to be  exercised.
The Option Price shall be payable to the Company in full by the Participant who,
if so provided in the Option Agreement, may: (i) deliver cash in satisfaction of
all or any part of the Option Price; (ii) deliver,  or cause to be withheld from
the  Option,  shares  of  Stock,  valued  at Fair  Market  Value  on the date of
exercise,  in  satisfaction  of all or any part of the  Option  Price;  or (iii)
deliver  a  properly   executed   exercise  notice  together  with   irrevocable
instructions to a broker to sell  immediately some or all of the Shares acquired
by exercise  of the Option and to  promptly  deliver to the Company an amount of
the sale proceeds (and in lieu of or pending a sale,  loan proceeds)  sufficient
to pay the Option Price.  For purposes of payment  described in (iii) above, the
exercise  shall be deemed to have occurred on the date the Company  receives the
exercise notice, accompanied by the broker instructions.

      6.7 NONTRANSFERABILITY OF OPTIONS.

         (a)  Except  as  specifically  provided  in an  Agreement  pursuant  to
subsection (b) of this Section,  no Options  granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, except by
will or by the laws of  descent  and  distribution.  During  the  lifetime  of a
Participant to whom an Incentive  Stock Option is granted,  the Incentive  Stock
Option may be exercised only by the Participant.

         (b)  Any  Option  granted  hereunder  will  be   nontransferable   and,
accordingly,   shall  not  be  assignable,   alienable,   salable  or  otherwise
transferable  by  any  Participant,   unless  the  Participant's  Agreement,  as
determined in the  discretion of the  Committee,  expressly  authorizes all or a
portion of the Options to be granted to the  Participant  on terms which  permit
transfer by such Participant to (i) the spouse, children or grandchildren of the
Participant  ("Immediate  Family  Members"),  (ii) a  trust  or  trusts  for the
exclusive  benefit of such Immediate  Family Members,  or (iii) a partnership in
which such Immediate  Family  Members are the only  partners,  provided that (x)
there may be no consideration for any such transfer,  (y) the Agreement pursuant
to  which  Options  are  granted  must be  approved  by the  Committee  and must
expressly provide for  transferability in a manner consistent with this Article,
and (z) subsequent  transfers of transferred  Options shall be prohibited except
those  transferred  by will or the laws of descent and  distribution.  Following
transfer,  any such Options  shall  continue to be subject to the same terms and
conditions as were applicable  immediately prior to transfer,  provided that for
purposes of this  Article VI, the term  Participant  shall be deemed to refer to
the transferee.  The events of termination of employment or service or cessation
of Board  service of this Article  shall  continue to be applied with respect to
the original  Participant  to whom the Option was granted,  following  which the
Option shall be exercisable by the  transferee  only to the extent,  and for the
period specified in this Article VI.

      6.8 NO RIGHTS AS  SHAREHOLDER.  No  optionee  shall  have any  rights as a
shareholder  with  respect  to Shares  subject  to an  Option  until the date of
effective exercise of such Option.

ARTICLE VII.
AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN

      7.1 AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from time to
time,  the  Board  may  terminate,  amend  or  modify  the  Plan.  The  Board is
specifically authorized to amend the Plan and take such other action as it deems
necessary  or  appropriate  to comply with Code Section  162(m) and  regulations
issued  thereunder.  Such amendment or modification  may be without  shareholder
approval,  except to the extent  shareholder  approval  is required by the Code,
pursuant  to the rules under  Section 16 of the  Exchange  Act, by any  national
securities exchange or system on which the Stock is then listed or reported,  by
any regulatory body having  jurisdiction with respect thereto or under any other
applicable laws, rules or regulations.

      7.2 AWARDS PREVIOUSLY GRANTED. No termination,  amendment, or modification
of the Plan,  other than  pursuant to Section  4.4  herein,  shall in any manner
adversely  affect any Award  theretofore  granted  under the Plan,  without  the
written consent of the Participant.

ARTICLE VIII.
WITHHOLDING

      8.1 TAX  WITHHOLDING.  The  Company  shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
sufficient  to  satisfy   Federal,   State,   and  local  taxes  (including  the
Participant's  FICA  obligation)  required by law to be withheld with respect to
any grant, exercise or payment under or as a result of this Plan.

      8.2 STOCK  WITHHOLDING.  To the extent the Code requires  withholding upon
the exercise of Nonqualified Stock Options,  or upon the occurrence of any other
similar taxable event, the Committee may permit or require, subject to any rules
it deems appropriate,  the withholding  requirement to be satisfied, in whole or
in part, with or without the consent of the  Participant,  by having the Company
withhold shares of Stock having a Fair Market Value equal to the amount required
to be  withheld.  The value of the Shares to be withheld  shall be based on Fair
Market  Value of the Shares on the date that the amount of tax to be withheld is
to be determined.



<PAGE>



ARTICLE IX.
SUCCESSORS

      All  obligations  of the  Company  under the Plan with  respect  to Awards
granted hereunder shall be binding on any successor to the Company,  whether the
existence  of such  successor  is the  result  of a direct or  indirect  merger,
consolidation, reorganization or other transaction entered into by the Company.

ARTICLE X.
GENERAL

      10.1  REQUIREMENTS  OF LAW.  The  granting  of Awards and the  issuance of
shares of Stock under this Plan shall be subject to all applicable  laws,  rules
and regulations,  and to such approvals by any  governmental  agencies as may be
required.  No shares of Stock  shall be issued or  transferred  pursuant to this
Plan  unless and until all legal  requirements  applicable  to such  issuance or
transfer have, in the opinion of counsel to the Company,  been complied with. In
connection with any such issuance or transfer,  the person  acquiring the Shares
shall, if requested by the Company,  give assurances  satisfactory to counsel to
the  Company in respect to such  matters as the Company  may deem  desirable  to
assure compliance with all applicable legal requirements.

      10.2 EFFECT OF PLAN. The  establishment  of the Plan shall not confer upon
any Participant any legal or equitable right against the Company,  a Subsidiary,
or the  Committee,  except as expressly  provided in the Plan. The Plan does not
constitute an inducement or consideration for the employment of any Participant,
nor is it a contract  between  the  Company or any of its  Subsidiaries  and any
Participant.  Participation in the Plan shall not give any Participant any right
to be  retained in the  service of the  Company or any of its  Subsidiaries.  No
Award and no right under the Plan, contingent or otherwise,  shall be assignable
or subject to any encumbrance, pledge or charge of any nature except that, under
such rules and regulations as the Committee may establish  pursuant to the terms
of the Plan,  a  beneficiary  may be  designated  in respect to the Award in the
event of the death of the  holder of the Award  and  except,  also,  that if the
beneficiary  shall be the executor or  administrator of the estate of the holder
of the Award,  any rights in  respect  to such Award may be  transferred  to the
person or persons or entity  (including a trust) entitled thereto under the will
of the  holder  of such  Award  or  under  the  laws  relating  to  descent  and
distribution.

      10.3  CREDITORS.  The interests of any  Participant  under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered. The Plan shall be unfunded. The Company shall
not be required to establish  any special or separate  fund or to make any other
segregation  of assets to assure the  payment of any Award  under the Plan,  nor
shall the Company be deemed to be a trustee of any rights granted under the Plan
and  rights to  payment  of Awards  shall be no  greater  than the rights of the
Company's general creditors

      10.4  GOVERNING  LAW. The Plan,  and all  Agreements  hereunder,  shall be
governed by, and construed and  administered in accordance with, the laws of the
State of Delaware.

      10.5 SEVERABILITY. In the event any provision of the Plan or any Agreement
shall be held illegal or invalid for any reason,  the  illegality  or invalidity
shall not  affect the  remaining  parts of the Plan or  Agreement,  and the Plan
shall be construed  and enforced as if the illegal or invalid  provision had not
been included.

      10.6 NOTICES.  All notices  under the Plan shall be in writing,  and if to
the Company, shall be mailed to:

                      Guardian Technologies International, Inc.
                      21351 Ridgetop  Circle
                      Suite  300
                      Dulles, Virginia 20166
                      Attention: The Board of Directors

Notices  to the  Participant  shall be  delivered  personally  or  mailed to the
Participant  at his  address as it appears in the  records of the  Company.  The
address of any party may be  changed at any time by written  notice to the other
party given in accordance with this provision.

      10.7  INDEMNIFICATION.  No member of the  Committee  or the Board shall be
personally liable by reason of any contract or other instrument executed by such
member  or on such  member's  behalf in his or her  capacity  as a member of the
Committee for any mistake of judgment made in good faith,  and the Company shall
indemnify and hold harmless each employee, officer or director of the Company to
whom any duty or power relating to the  administration  or interpretation of the
Plan may be  allocated  or  delegated,  against  any cost or expense  (including
reasonable counsel fees) or liability (including any sum paid in settlement of a
claim)  arising out of any act or omission  to act in  connection  with the Plan
unless arising out of such person's own fraud or bad faith.




<PAGE>



       APPENDIX C - ARTICLES OF AMENDMENT TO CERTIFICATE OF INCORPORATION

                    GUARDIAN INTERNATIONAL TECHNOLOGIES, INC.
                              ARTICLES OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION


      The   undersigned   President  and  Secretary  of  Guardian   Technologies
International, Inc., do hereby certify as follows:

      1. The name of the corporation (hereinafter called the "Corporation") is:

                    Guardian Technologies International, Inc.

      2. The Corporation  desires to increase its authorized  capital stock from
16,000,000  shares to 201,000,000  shares of capital stock  200,000,000 of which
shares  shall be  shares of  common  stock,  par value  $0.001  per  share,  and
1,000,000  of which  shall be shares of  preferred  stock,  par value  $0.20 per
share.

      3. The Certificate of  Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on February 13, 1996, and is amended
by deleting the first  paragraph of Article FOURTH thereof and inserting in lieu
thereof the following:

ARTICLE FOURTH:

      The total  number of shares of all  classes  of  capital  stock  which the
Corporation shall have authority to issue is 201,000,000 divided into classes as
follows:

      200,000,000  shares shall be common stock, par value $0.001 per share (the
"Common Stock")

      1,000,000  shares  shall be  preferred  stock,  par value  $0.20 per share
("Preferred Stock").

Shares  of any  class  of  stock  of the  Corporation  may be  issued  for  such
consideration and for such corporate purposes as the Board of Directors may from
time to time determine.

The remaining paragraphs of Article FOURTH remain unchanged.

      4. The amendment of the Certificate of Incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.


<PAGE>



      IN WITNESS  WHEREOF,  the  Corporation has caused its corporate seal to be
hereunto affixed and these Articles of Amendment to Certificate of Incorporation
to be signed by its President and Secretary as of the __ day of ______, 2004.

Attest:

------------------------------     ------------------------------
Michael W. Trudnak, Secretary      Robert A. Dishaw, President

[SEAL]