EXHIBIT 10.26

                       NOTE AND WARRANT PURCHASE AGREEMENT

      This Note and  Warrant  Purchase  Agreement,  dated as of December 8, 2003
(the  "Agreement"),   is  entered  into  by  and  among  Guardian   Technologies
International,  Inc., a Delaware  corporation (the  "Company"),  and each of the
undersigned  purchasers   (collectively  the  "Purchasers"  and  individually  a
"Purchaser") listed on the Schedule of Purchasers attached hereto as Exhibit A.


                                     RECITAL

      On the  terms  and  subject  to  the  conditions  set  forth  herein,  the
Purchasers  are willing to purchase  from the Company and the Company is willing
to sell to the Purchasers,  Convertible Promissory Notes (individually a "Note",
and   collectively,   the  "Notes")  and  warrants  to  purchase   common  stock
(individually,  a "Warrant",  and collectively,  the "Warrants") to be issued by
the Company in the principal amounts and for the number of shares, respectively,
set forth opposite each Purchaser's name on the Schedule of Purchasers.


                                    AGREEMENT

      NOW,   THEREFORE,   in   consideration   of   the   foregoing,   and   the
representations, warranties, and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:

1. Notes and Warrants.

      a.    Issuance   of   Notes   and   Warrants.   In   reliance   upon   the
            representations,  warranties  and covenants of the parties set forth
            herein,  the  Company  agrees  to  issue,  sell and  deliver  to the
            Purchasers,  and the Purchasers  agree to purchase from the Company,
            the  Notes  and  Warrants.  The  purchase  price  for the  Notes and
            Warrants shall be payable in immediately available funds.

      b.    Terms of the Notes and  Warrants.  The terms and  conditions  of the
            Notes and  Warrants  are set forth in the forms of Note and  Warrant
            attached  hereto.  Capitalized  terms not otherwise  defined  herein
            shall have the meaning set forth in Note and Warrant.

      c.    Delivery.  The  Company  will  deliver to each  Purchaser a Note and
            Warrant to be purchased  by such  Purchaser  against  receipt by the
            Company of the purchase price for such Note.

2.    Representations  and  Warranties  of  the  Company.   The  Company  hereby
      represents and warrants to the Purchaser that:

      a.    Organization  and  Standing.  The  Company  is  a  corporation  duly
            organized,  validly  existing and in good standing under the laws of
            the State of  Delaware  and has all  requisite  corporate  power and
            authority  to  carry  on  its  businesses  as now  conducted  and as
            proposed to be conducted.

      b.    Corporate  Power.  The Company  has all  requisite  corporate  power
            necessary  for the  authorization,  execution  and  delivery of this
            Agreement,  and the Warrants, to sell and issue the Notes hereunder,
            to carry out and perform all of its  obligations  under the terms of
            this Agreement,  and to carry on its business as presently conducted
            and as presently proposed to be conducted, and such other agreements


<PAGE>

            and instruments.  Each of the Agreement,  the Notes and the Warrants
            is a valid and binding  obligation  of the Company,  enforceable  in
            accordance  with its  terms,  except as the same may be  limited  by
            bankruptcy,  insolvency,  moratorium,  and  other  laws  of  general
            application affecting the enforcement of creditors' rights.

      c.    Capitalization. As of December 3, 2003, the authorized capital stock
            of the  Company is  Fifteen  million  (15,000,000)  shares of Common
            Stock and One million  (1,000,000)  shares of Preferred  Stock,  and
            there are issued and outstanding (i) 13,498,500 shares of the Common
            Stock, (ii) 5,527 shares of Series A Preferred Stock,  (iii) 1,303.3
            shares  of  Series B  Preferred  Stock  (iv) 705  shares of Series C
            Preferred  Stock,  (v)  warrants to purchase an  aggregate of 21,800
            shares of Common Stock, and (vi) an aggregate of 7,535,300 shares of
            Common Stock  reserved for issuance upon  conversion of the Series A
            Preferred  Stock,  Series B  Preferred  Stock and Series C Preferred
            Stock.  All such  issued  and  outstanding  shares  have  been  duly
            authorized and validly  issued,  are fully paid and  non-assessable,
            and were issued in compliance with all applicable  state and federal
            laws concerning the issuance of securities.  From the period between
            December 3, 2003,  and the date  hereof,  the Company has not issued
            any shares of capital stock,  nor granted any warrants or options to
            purchase shares of Common Stock.

      d.    Authorization.

            i.    Corporate  Action.  All  corporate  action  on the part of the
                  Company,  its officers,  directors and stockholders  necessary
                  for the sale and issuance of the Notes and the  authorization,
                  execution  and   performance  of  the  Company's   obligations
                  hereunder and under the Warrants has been taken.

            ii.   Valid  issuance.  The Notes,  the Warrants,  and any shares of
                  common or preferred  stock issued upon  conversion or exercise
                  of the Notes or Warrants (the "Conversion  Securities"),  when
                  issued in compliance  with the  provisions  of this  Agreement
                  will be validly issued, fully paid and non-assessable and will
                  be free of  restrictions  on transfer other than  restrictions
                  under the  Warrants  and under  applicable  federal  and state
                  securities laws.

      e.    No  Preemptive  Rights.  No person has any right of first refusal or
            any preemptive  rights in connection with the issuance of the Notes,
            the Warrants or  Conversion  Securities  or any future  issuances of
            securities by the Company.

      f.    Compliance  with Other  Instruments.  The  execution,  delivery  and
            performance of and compliance with this Agreement,  the Notes or the
            Warrants by the Company, and the issuance and sale of the Conversion
            Securities,  will not result in any violation of the  Certificate of
            Incorporation  or Bylaws of the  Company or in any  violation  of or
            default in any  material  respect  under the terms of any  mortgage,
            indenture, contract, agreement, instrument, judgment or decree.

      g.    Offering.  In reliance on the  representations and warranties of the
            Purchaser in Section 3 hereof,  the offer,  sale and issuance of the
            Notes  and  the  Warrants  in  conformity  with  the  terms  of this
            Agreement, the Notes and the Warrants will not result in a violation


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<PAGE>

            of the Securities Act of 1933, as amended (the "Securities Act"), or
            any  state   securities   laws,   including  the   qualification  or
            registration requirements of applicable blue sky laws.

      h. Company Reports; Disclosure.

            i.    Company Reports. For the purposes of this Agreement,  the term
                  "Company Reports" shall mean, collectively,  each registration
                  statement,  report,  proxy statement or information  statement
                  filed with the Securities and Exchange  Commission (the "SEC")
                  since June 26, 2003 (date of the reverse acquisition),  in the
                  form (including exhibits,  annexes and any amendments thereto)
                  filed with the SEC. As of their respective  dates, the Company
                  Reports   complied   in  all   material   respects   with  the
                  requirements of the Securities Act and the Securities Exchange
                  Act of 1934,  as amended  (the  "Exchange  Act"),  and did not
                  contain  any untrue  statement  of a material  fact or omit to
                  state  a  material  fact  required  to be  stated  therein  or
                  necessary to make the statements made therein, in light of the
                  circumstances in which they were made, not misleading. Nothing
                  has  occurred  since  November 14, 2003 (the date of filing of
                  the Company's Form 10-Q reporting the nine month period ending
                  September  30,  2003)  which  would  require the filing of any
                  additional  report or of any  amendment  to any of the Company
                  Reports  with the SEC, or which would cause any of the Company
                  Reports to contain any untrue  statement of a material fact or
                  omit to state a material fact required to be stated therein or
                  necessary to make the statements made therein, in light of the
                  circumstances in which they were made, not misleading.

            ii.   Disclosure.  No  representation  or warranty by the Company in
                  this Agreement, or in any document or certificate furnished or
                  to  be  furnished  to  the  Purchaser  pursuant  hereto  or in
                  connection with the  transactions  contemplated  hereby,  when
                  taken together,  contains or will contain any untrue statement
                  of a  material  fact or omits or will omit to state a material
                  fact necessary to make the statements made herein and therein,
                  in the light of the  circumstances  under which they were made
                  herein and therein,  in the light of the  circumstances  under
                  which they were made, not  misleading.  The Company has either
                  filed with the SEC or fully  provided the  Purchaser  with all
                  the information  necessary for the Purchaser to decide whether
                  to purchase the Note.

3.    Representations and Warranties by the Purchaser.  The Purchaser represents
      and  warrants  to the  Company as of the time of issuance of the Notes and
      Warrants as follows:

      a.    Investment  Intent:  Authority.  This  Agreement  is made  with  the
            Purchaser in reliance upon such  Purchaser's  representation  to the
            Company,  evidenced by Purchaser's execution of this Agreement, that
            Purchaser  is  acquiring   the  Note  and  Warrant,   including  the
            Conversion  Securities,  for  investment  for such  Purchaser's  own
            account, not as nominee or agent, for investment and not with a view
            to, or for resale in connection  with,  any  distribution  or public
            offering thereof within the meaning of the Securities Act. Purchaser


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<PAGE>

            has the full right, power,  authority and capacity to enter into and
            perform this Agreement and this  Agreement  will  constitute a valid
            and binding  obligation  upon  Purchaser,  except as the same may be
            limited by  bankruptcy,  insolvency,  moratorium,  and other laws of
            general application affecting the enforcement of creditors' rights.

      b.    Securities   Not   Registered.   The   Purchaser   understands   and
            acknowledges  that the  offering of the Notes,  the Warrants and the
            Conversion  Securities  pursuant  to  this  Agreement  will  not  be
            registered  under the Securities Act or qualified  under  applicable
            blue  sky  laws  on the  grounds  that  the  offering  and  sale  of
            securities   contemplated   by  this   Agreement   are  exempt  from
            registration under the Securities Act and exempt from qualifications
            available  under  applicable  blue sky laws,  and that the Company's
            reliance upon such  exemptions is  predicated  upon the  Purchaser's
            representations   set  forth  in  this   Agreement.   The  Purchaser
            acknowledges  and  understands  that the Note,  the  Warrant and the
            Conversion  Securities  must be held for at least  12  months  after
            Closing and thereafter indefinitely unless they are registered under
            the Securities Act and qualified  under  applicable blue sky laws or
            an  exemption  from  such  registration  and such  qualification  is
            available.

      c.    No Transfer.  Purchaser  covenants that in no event will it transfer
            the Note, the Warrant or the Conversion Securities other than (i) in
            conjunction  with  an  effective   registration  statement  for  the
            Securities  under the  Securities  Act or pursuant  to an  exemption
            therefrom,  or in  compliance  with Rule 144  promulgated  under the
            Securities  Act,  or  (ii) to a  partner,  former  partner,  limited
            partner,   member,  former  member,   stockholder  or  other  entity
            affiliated  with  Purchaser or, in the case of a Purchaser who is an
            individual, to a spouse, lineal descendant or ancestor, or any trust
            for any of the  foregoing,  by transfer by gift,  will or  intestate
            succession;  provided  that  in  each  of the  foregoing  cases  the
            transferee  agrees in  writing  to be  subject  to the terms of this
            Agreement to the same extent as if the transferee  were the original
            Purchaser hereunder.

      d.    Knowledge  and  Experience.  Purchaser  (i) has such  knowledge  and
            experience  in financial  and  business  matters as to be capable of
            evaluating   the  merits  and  risks  of   Purchaser's   prospective
            investment in the Note, the Warrant and the  Conversion  Securities;
            (ii) has the  ability  to bear  the  economic  risks of  Purchaser's
            prospective investment;  (iii) has had access to such information as
            Purchaser  has  considered  necessary  to  make a  determination  to
            purchase  the  Note,  the  Warrant  and  the  Conversion  Securities
            together with such additional  information as is necessary to verify
            the  accuracy  of the  information  supplied;  and (iv) has not been
            offered the Note,  the Warrant or the  Conversion  Securities by any
            form  of  advertisement,  article,  notice  or  other  communication
            published in any newspaper,  magazine, or similar media or broadcast
            over  television or radio, or any seminar or meeting whose attendees
            have been invited by any such media.

      e.    Accredited Investor.  Purchaser is an "accredited  investor" as that
            term is defined in Rule 501(a) under the Securities Act.

      f.    Legends.  Each certificate  representing the Notes, the Warrants and
            the  Conversion  Securities  may  be  endorsed  with  the  following
            legends:

            i.    THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") AND ARE "RESTRICTED  SECURITIES" AS DEFINED IN RULE 144
                  PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR


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<PAGE>

                  OFFERED  FOR  SALE  OR  OTHERWISE  DISTRIBUTED  EXCEPT  (i) IN
                  CONJUNCTION WITH AN EFFECTIVE  REGISTRATION  STATEMENT FOR THE
                  SHARES UNDER THE ACT OR (ii) IN  COMPLIANCE  WITH RULE 144, OR
                  (iii)   PURSUANT   TO  AN  OPINION  OF   COUNSEL,   THAT  SUCH
                  REGISTRATION  OR  COMPLIANCE  IS NOT REQUIRED AS TO SAID SALE,
                  OFFER OR DISTRIBUTION.

            ii.   Other Legends.  Any other legends required by applicable state
                  blue sky laws. The Company need not register a transfer of any
                  legended Note, Warrant or Conversion Securities,  and may also
                  instruct  its  transfer  agent not to register the transfer of
                  the  Notes,  Warrants  or  Conversion  Securities,  unless the
                  conditions  specified  in each of the  foregoing  legends  are
                  satisfied.

      g.    Removal of Legend and Transfer Restrictions.  Any legend endorsed on
            a  certificate  pursuant to  subsection  3(f) and the stop  transfer
            instructions  with respect to such legend shall be removed,  and the
            Company shall issue a certificate  without such legend to the holder
            of such Note, Warrant or Conversion Securities if such Note, Warrant
            or Conversion Securities are registered under the Securities Act and
            a  prospectus   meeting  the  requirements  of  Section  10  of  the
            Securities  Act  is  available  or  if  such  holder  satisfies  the
            requirements of Rule 144(k).

4. Miscellaneous.

      a.    Waivers and  Amendments.  Any provision of this Agreement other than
            the principal  amount of the Notes and the number of shares  subject
            to the Warrants may be amended,  waived or modified upon the written
            consent of the  Company and the  Purchasers  providing a majority of
            the aggregate principal amounts provided pursuant to this Agreement.

      b.    Governing Law. This  Agreement  shall be governed in all respects by
            the  laws of the  State  of  Delaware.  c.  Entire  Agreement.  This
            Agreement together with the Notes and Warrants  constitutes the full
            and entire  understanding  and  agreement  between the parties  with
            regard to the subjects hereof and thereof.

      d.    Notices.  Any  notice,  request or other  communication  required or
            permitted hereunder shall be in writing and shall be duly given upon
            receipt if personally delivered or mailed by registered or certified
            mail,  postage  prepaid,  or  by  recognized  overnight  courier  or
            personal delivery,  addressed (i) if to a Purchaser,  at the address
            or facsimile  number of such  Purchaser set forth below such party's
            name on  Exhibit  A, or at such  other  address  or  number  as such
            Purchaser shall have furnished to the Company in writing, or (ii) if
            to Company,  at 21351 Ridgetop Circle,  Suite 300, Dulles, VA 20166,
            Attention:  Chief  Financial  Officer  or at such  other  address as
            Company shall furnish to the Purchaser in writing.

      e.    Validity.  If any  provision  of this  Agreement,  the  Notes or the
            Warrants  shall be judicially  determined to be invalid,  illegal or
            unenforceable,  the  validity,  legality and  enforceability  of the
            remaining  provisions  shall not in any way be  affected or impaired
            thereby.



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<PAGE>

      f.    Counterparts.  This  Agreement  may be  executed  in any  number  of
            counterparts,  each of which shall be an original,  but all of which
            together shall be deemed to constitute one instrument.











          THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed and  delivered by their proper and duly  authorized  officers as of the
date and year first written above.

                           COMPANY:  GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
                                            a Delaware corporation


                           By:    /s/ Michael W. Trudnak
                           Name:  Michael W. Trudnak
                           Title: Chairman & Chief Executive Officer


PURCHASER:



By:
     ------------------------------------------
Printed Name:

Address:  ------------------------------------

          ------------------------------------







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<PAGE>

                                                     EXHIBIT A






----------------------------------------------------------------------------
                             SCHEDULE OF PURCHASERS
----------------------------------------------------------------------------
BW-1                Bret Williams                              $100,000.00
----------------------------------------------------------------------------

BW-2                Edward D. Tschiggfrie                      $100,000.00
----------------------------------------------------------------------------

BW-3                Alan R. Stamper                            $ 50,000.00
----------------------------------------------------------------------------

BW-4                Charles T. Bell                            $100,000.00
----------------------------------------------------------------------------

BW-5                Scott Porter                                $50,000.00
----------------------------------------------------------------------------

BW-6                Dan Denardis                               $100,000.00
----------------------------------------------------------------------------

BW-7                Edward D. Tschiggfrie                      $200,000.00
----------------------------------------------------------------------------












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