EXHIBIT 10.45

THIS NOTE AND ANY SHARES  ACQUIRED  UPON  CONVERSION  OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE SOLD,  TRANSFERRED,  ASSIGNED OR  HYPOTHECATED  UNLESS  THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER SUCH ACT COVERING THIS NOTE,  THE SALE IS MADE IN
ACCORDANCE  WITH RULE 144 UNDER THE ACT, OR THE  COMPANY  RECEIVES AN OPINION OF
COUNSEL  FOR THE HOLDER OF THIS NOTE  REASONABLY  SATISFACTORY  TO THE  COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                           CONVERTIBLE PROMISSORY NOTE

Note Amount: $100,000                                           December 8, 2003


      Guardian Technologies International, Inc., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to Bret Williams
("Holder"), the principal sum of One Hundred Thousand Dollars ($100,000) with
interest as provided below.

      1.    Payment.

            a.    Payment.  Subject  to  the  provisions  of  Section  3  hereof
                  relating to the conversion of this Note, principal and accrued
                  interest hereof shall be payable sixty (60) days from the date
                  of this Note (the "Maturity Date").  Payments  hereunder shall
                  be  made by the  Company  to the  Holder,  at the  address  as
                  provided to the  Company by the Holder in  writing,  in lawful
                  money of the United States of America.  Interest  shall accrue
                  with respect to the unpaid  principal  amount of the loan from
                  the date of this Note until the  Maturity  Date at a flat rate
                  of ten  percent  (10%)  or  $10,000.  Interest  at a  rate  of
                  eighteen (18%) percent per annum,  computed on a 365 day year,
                  will be accrued to the  outstanding  principal  and  interest,
                  beginning on the sixty-first (61st) day and until such time as
                  the  principal  and interest have been repaid or converted per
                  Section 3(b).

            b.    Prepayment.  The Company  shall have the right at any time and
                  without penalty to prepay,  in whole or in part, the principal
                  outstanding and/or the interest accrued hereunder.

      2.    Certain Definitions.

            a.    "Bridge  Notes" shall mean the series of notes,  of which this
                  Note is a part,  dated on or about  the date  hereof,  each of
                  which  are  identical,  other  than  the  date of the Note and
                  identity of the Holder.

            b.    "Financing"  shall  mean the  first  closing  of the  proposed
                  Private  Placement  offered  through  Berthel Fisher & Company
                  Financial Services.

            c.    "Financing   Securities"  shall  mean  the  shares  of  equity
                  securities   of  the  Company  sold  in  the   Financing.   d.
                  "Obligations" shall mean all outstanding principal and accrued
                  interest due hereunder.

      3.    Conversion.

            a.    Conversion  Upon  Financing.  This Note shall convert,  at the
                  Holder's  option,  into  the  Financing  Securities  upon  the
                  closing of the Financing. The Holder may elect to convert 100%
                  of the principal  and interest  due, or any part thereof.  The
                  Holder is hereby  granted the right to convert  this note into
                  the  Financing  on a last  dollar  in  basis.  The  Holder  is
                  guaranteed a participatory position in the Financing.

            b.    Conversion Upon Available Funds in Escrow.  To the extent that
                  sufficient  funds  to  repay  the  outstanding  principal  and
                  accrued  interest have been deposited in escrow as part of the
                  Financing,  but have not  closed  by the  Maturity  Date,  the
                  Holder  shall  earn  additional  interest  on the  outstanding
                  principal  and  interest at the  interest  rate  described  in
                  Section  1(a) above.  In addition to the interest on the Note,
                  the Holder shall be entitled to receive four thousand  (4,000)
                  stock purchase warrants for every thirty (30) days the Note is
                  outstanding  beyond the Maturity  Date,  granting the right to
                  purchase one share of Common Stock for each warrant issued, at
                  a price of $2.50 per share. The stock purchase  warrants shall
                  expire  eighteen  months after the issue date of the warrants.
                  Closing of the funds in escrow  must  occur  within the thirty
                  (30) days immediately following the Maturity Date of the Note.

            c.    Conversion   Absent   Financing  within  sixty  (60)  days  of
                  execution of this Note.  If no Financing  shall have  occurred
                  within sixty (60) days of the execution of this Note, then the
                  Holder  shall be entitled  to forty  thousand  (40,000)  stock
                  warrants  entitling the Holder to purchase one share of Common
                  Stock  for each  warrant  at a price of $2.50 per  share.  The
                  warrants  shall have an eighteen  (18) month  expiration.  The
                  Holder  may elect to convert  all or part of the amount  owing
                  under this Note. The stock purchase warrants will be allocated
                  on a pro rata basis to the shares  converted (i.e.  conversion
                  of1/2of  the  outstanding  principal  interest  will result in
                  20,000 stock purchase warrants [40,000/2].

            d.    Conversion Price Upon Financing.  In the event of a conversion
                  pursuant to  subsection  3(a) hereof,  the number of shares of
                  the Financing  Securities to be issued upon  conversion of the
                  Obligations   shall   equal  the   aggregate   amount  of  the
                  Obligations  divided  by the price per share of the  Financing
                  Securities  issued  and sold in the  Financing  plus any other
                  considerations contained in the Financing.

            e.    Conversion  Price  Absent   Financing.   In  the  event  of  a
                  conversion  pursuant to subsections  3(b) or 3(c) hereof,  the
                  number  of  shares  of the  Common  Stock  to be  issued  upon
                  conversion  of this Note shall equal the  aggregate  amount of
                  the Obligations divided by $1.50 .

            f.    Notice Regarding Financing.  Written notice shall be delivered
                  to the Holder of this Note at the address so  indicated on the
                  execution  page of the Note  and  Warrant  Purchase  Agreement
                  notifying  the  Holder  of the  terms  and  conditions  of the
                  Financing,  the applicable conversion price, the date on which
                  a  conversion  may  occur  and  calling  upon  such  Holder to
                  surrender  the  Note  to  the  Company  for  cancellation  and
                  conversion/repayment   in  the   manner   and  at  the   place
                  designated.

            g.    Mechanics and Effect of  Conversion.  No fractional  shares of
                  Financing  Securities  or Common  Stock  shall be issued  upon
                  conversion of this Note.  Notwithstanding  any other provision
                  of this Note or the Note and  Common  Stock  Warrant  Purchase
                  Agreement,  upon the conversion of the Obligations  under this
                  Note, in lieu of the Company issuing any fractional  shares to
                  the Holder,  the  Company  shall pay to the Holder in cash the
                  amount  of the  Obligations  that  is not so  converted.  Upon
                  conversion  of this Note  pursuant  hereto,  the Holder  shall
                  surrender this Note, duly endorsed, at the principal office of
                  the Company and shall execute such documents as are reasonably
                  required  to be executed by all  purchasers  of the  Financing
                  Securities.   The  Company  shall,   as  soon  as  practicable
                  thereafter, issue and deliver to such Holder at such principal
                  office a certificate or certificates  for the number of shares
                  of the  Financing  Securities  or  Common  Stock to which  the
                  Holder shall be entitled  upon such  conversion  (bearing such
                  legends  as are  required  by  applicable  state  and  federal
                  securities  laws in the  opinion of  counsel to the  Company),
                  together with any other  securities  and property to which the
                  Holder is  entitled  upon such  conversion  under the terms of
                  this Note.  Upon full  conversion of this Note pursuant to the
                  terms hereof,  the Company shall be forever  released from all
                  its  obligations   and  liabilities   under  this  Note.  Upon
                  conversion  of this Note into  Financing  Securities or Common
                  Stock,  the  Holder  shall  be  entitled  to  all  rights  and
                  privileges  afforded by the  Company to other  holders of such
                  Financing Securities or Common Stock.

      4.    Events of Default.  The  occurrence  of any of the  following  shall
            constitute  an "Event of  Default"  under this Note and the Note and
            Common Stock Warrant  Purchase  Agreement of even date herewith (the
            "Purchase Agreement"):

            a.    Failure to Pay. The Company shall fail to pay (i) when due any
                  principal  payment  on the due  date  hereunder  or  (ii)  any
                  interest  or other  payment  required  under the terms of this
                  Note on the date due and such payment shall not have been made
                  within  fifteen  (15) days of  Company's  receipt of  Holder's
                  written notice to the Company of such failure to pay; or

            b.    Voluntary  Bankruptcy or Insolvency  Proceedings.  The Company
                  shall  (i)  apply  for  or  consent  to the  appointment  of a
                  receiver,  trustee, liquidate or custodian of itself or of all
                  or a  substantial  part of its  property,  (ii) make a general
                  assignment  for the  benefit  of its or any of its  creditors,
                  (iii) be  dissolved  or  liquidated  in full or in part,  (iv)
                  commence  a  voluntary  case  or  other   proceeding   seeking
                  liquidation,  reorganization  or other  relief with respect to
                  itself or its debts under any bankruptcy,  insolvency or other
                  similar law now or  hereafter in effect or consent to any such
                  relief or to the  appointment  of or taking  possession of its
                  property  by any  official  in an  involuntary  case or  other
                  proceeding  commenced  against  it, or (v) take any action for
                  the purpose of effecting any of the foregoing; or

            c.    Involuntary Bankruptcy or Insolvency Proceedings.  Proceedings
                  for the  appointment  of a receiver,  trustee,  liquidator  or
                  custodian  of the Company or of all or a  substantial  part of
                  the  property  thereof,   or  an  involuntary  case  or  other
                  proceedings  seeking  liquidation,   reorganization  or  other
                  relief with respect to the Company or the debts  thereof under
                  any  bankruptcy,  insolvency or other similar law or hereafter
                  in effect shall be commenced  and an order for relief  entered
                  or such proceeding shall not be dismissed or discharged within
                  thirty (30) days of commencement.

      5.    Rights of Holder Upon Default.  Upon the  occurrence or existence of
            any Event of Default (other than an Event of Default  referred to in
            Paragraphs 4(c) and at any time thereafter during the continuance of
            such  Event  of  Default,   Holder  may   declare  all   outstanding
            Obligations  payable by Company  hereunder to be immediately due and
            payable without presentment,  demand, protest or any other notice of
            any  kind,  all of  which  are  hereby  expressly  waived,  anything
            contained  herein  or in the  Purchase  Agreement  to  the  contrary
            notwithstanding.  Upon the  occurrence  or existence of any Event of
            Default  described  in  Paragraphs  4(c),  immediately  and  without
            notice,  all outstanding  Obligations  payable by Company  hereunder
            shall  automatically  become  immediately  due and payable,  without
            presentment, demand, protest or any other notice of any kind, all of
            which are hereby expressly waived,  anything  contained herein or in
            the Purchase Agreement to the contrary notwithstanding.  In addition
            to the foregoing  remedies,  upon the occurrence or existence of any
            Event of Default,  Holder may  exercise  any other  right,  power or
            remedy  granted  to  it  by  the  Purchase  Agreement  or  otherwise
            permitted  to it by law,  either  by suit in  equity or by action at
            law, or both.

      6.    Miscellaneous.

            a.    Amendment  Provisions.  Any  provision of this Note other than
                  the  principal  amount  and  identity  of  the  Holder  may be
                  amended,  waived or modified  upon the written  consent of the
                  Company and the parties  providing  at least a majority of the
                  aggregate  principal  amounts provided  pursuant to the Bridge
                  Notes.

            b.    Severability.  If any  provision of this Note is determined to
                  be invalid, illegal or unenforceable, in whole or in part, the
                  validity,  legality and enforceability of any of the remaining
                  provisions  or  portions  of this Note shall not in any way be
                  affected or impaired thereby and this Note shall  nevertheless
                  be binding between the Company and the Holder.

            c.    Governing Law. This Note shall be governed by and construed in
                  accordance with the laws of the State of Delaware.

            d.    Binding  Effect.  This Note shall be binding  upon,  and shall
                  inure to the  benefit of, the Company and the Holder and their
                  respective successors and assigns; provided, however, that the
                  Company may not assign its obligations  hereunder  without the
                  Holder's prior written consent.

            e.    Enforcement  Costs.  The  Company  agrees to pay all costs and
                  expenses, including, without limitation, reasonable attorneys'
                  fees and expenses,  the Holder expends or incurs in connection
                  with the  enforcement of this Note, the collection of any sums
                  due hereunder,  any actions for declaratory  relief in any way
                  related to this Note, or the protection or preservation of any
                  rights of the Holder hereunder.

            f.    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 Holder,  at the address or facsimile  number of such
                  Holder as set forth  below such  party's  name on Exhibit A to
                  the Purchase Agreement,  or at such other address or number as
                  such Holder shall have furnished to the Company in writing, or
                  (ii) if to  Company,  at 21351  Ridgetop  Circle,  Suite  300,
                  Dulles, Virginia 20166, Attention:  Chief Financial Officer or
                  at  such  other  address  as  Company  shall  furnish  to  the
                  Purchaser in writing.

            g.    Payment.  Payment shall be made in lawful tender of the United
                  States.

            h.    Transfer of Note or Securities  Issuable on Conversion Hereof.
                  This Note or the securities  issuable on conversion hereof may
                  not be transferred in violation of any restrictive  legend set
                  forth hereon or thereon. Each new Note issued upon transfer of
                  this Note,  and each security  issuable on conversion  hereof,
                  shall bear the restrictive  legend set forth below,  unless in
                  the opinion of counsel for Company such legend is not required
                  in order to ensure compliance with the Act:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT FILED
      UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  UNDER SUCH
      ACT."

The  Company  may issue stop  transfer  instructions  to its  transfer  agent in
connection with such restrictions.  Subject to the foregoing,  transfers of this
Note shall be registered upon registration  books maintained for such purpose by
or on behalf of the  Company as  provided in the  Purchase  Agreement.  Prior to
presentation of this Note for registration of transfer,  the Company shall treat
the  registered  holder  hereof  as the  owner  and  holder of this Note for the
purpose of receiving all payments of principal  and interest  hereon and for all
other purposes whatsoever, whether or not this Note shall be overdue and Company
shall not be affected by notice to the contrary.

            i.    Headings.  Section  headings  used in this  Note have been set
                  forth herein for  convenience  of reference  only.  Unless the
                  contrary is compelled by the context,  everything contained in
                  each section hereof applies equally to this entire Note.


      IN WITNESS  WHEREOF,  the  Company has caused this Note to be issued as of
the date first written above.

                                Guardian Technologies International, Inc.



                                By: /S/ Michael W. Trudnak
                                   --------------------------------------
                                   Name: Michael W. Trudnak
                                   Title: Chairman and Chief Executive Officer