EXHIBIT 10.25

                              SETTLEMENT AGREEMENT


      THIS  SETTLEMENT  AGREEMENT  (this  "Agreement")  is made and entered into
effective  as of  this  16th  day  of  March,  2004,  by  and  between  Guardian
Technologies  International,  Inc.,  a Delaware  corporation  ("Guardian"),  and
Cappello Capital Corp., a California corporation ("Cappello").

                                   WITNESSETH:

      WHEREAS,  Guardian and Cappello  entered  into a letter  agreement,  dated
November 7, 2003 (the "Letter Agreement"),  pursuant to which Cappello agreed to
provide certain corporate finance advisory services to Guardian in consideration
of,  among other  things,  the payment and issuance of certain  compensation  by
Guardian to Cappello; and

      WHEREAS,  Guardian and Cappello  have  determined  to terminate the Letter
Agreement  and to settle all claims that one party  hereto may have  against the
other party under the Letter Agreement or otherwise and upon the terms set forth
hereinbelow.

      NOW, THEREFORE,  in consideration of the mutual covenants,  agreements and
recitals set forth above and below,  and other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged,  the parties  hereby
agree and covenant as follows:

1.    Guardian and  Cappello  hereby  agree to  terminate  the Letter  Agreement
      effective as of the date hereof,  and such Letter  Agreement shall have no
      further force or effect.

2.    In  consideration  of the  termination  of the  Letter  Agreement  and the
      releases and other  agreements  and covenants  set forth herein,  Guardian
      hereby agrees to pay and/or issue to Cappello the following:

      (a)   on or before  thirty (30) days after the date of the  execution  and
            delivery of this Letter  Agreement by the  parties,  $50,000 by wire
            transfer of immediately available United States' funds; and

      (b)   upon execution  hereof, a common stock purchase warrant  ("Warrant")
            to  purchase  250,000  shares of common  stock,  $.001 par value per
            share ("Common Stock"), of Guardian  exercisable for a period of two
            (2) years from the date of issue at a price of $1.00 per share. Such
            warrants shall contain a cashless exercise  provision,  a piggy back
            registration right and other customary provisions.

3.    Cappello  agrees  that,  upon  execution  hereof,  except  as set forth in
      Section 2 above,  Cappello shall have no further right or claim to receive
      any compensation pursuant to any term or provision of the Letter Agreement
      or otherwise.


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4.    In  consideration  of the mutual covenants and agreements set forth herein
      by  Cappello,  Guardian  and  all  of  its  successors,   assigns,  heirs,
      executors, administrators, legal representatives and all other persons who
      might claim through them, hereby compromise, release and forever discharge
      Cappello,  its  directors,   officers,   agents,  attorneys,   affiliates,
      subsidiaries  and related  companies,  successors  of Cappello and control
      persons  (within the meaning of the  Securities Act of 1933 and Securities
      Exchange  Act of 1934) and all persons who might be liable  through  them,
      from any and all rights,  demands and claims, of whatsoever kind or nature
      relating to any matters of any kind,  whether  presently  known or unkown,
      suspected or unsuspected,  arising from any omission, act or fact that has
      occurred up until and including the date of this Agreement including,  but
      not limited to, under the Letter  Agreement,  any other agreement  between
      Guardian and  Cappello,  or in connection  with any financial  advisory or
      other services rendered to Guardian by Cappello,  effective as of and from
      the beginning of time. Except as set forth herein, Guardian and all of its
      successors,    assigns,    heirs,   executors,    administrators,    legal
      representatives and all persons or entities acting on their behalf, or who
      might claim  through  them,  hereby agree and covenant not to sue or bring
      any action at law or in equity referring to, relating to, or in connection
      with the Letter  Agreement,  any other agreement  between the parties,  in
      connection  with any  financial  advisory  or other  services  rendered to
      Guardian  by  Cappello  or  otherwise,  including,  but not limited to, an
      action in any court or other forum or an  arbitration  proceeding  against
      Cappello or any third party beneficiary hereunder; provided, however, that
      Guardian or its successors or assigns may initiate any action  required to
      enforce this  Agreement  and may initiate a claim by way of  counterclaim,
      cross claim,  third party process,  impleader,  claim for contribution and
      indemnity  or other claim  arising from a claim by an  unaffiliated  third
      party against  Guardian.  It is understood and agreed that the release and
      covenant  not to sue  herein  are a full and  final  general  release  and
      covenant not to sue from Guardian  which covers any and all future damages
      not now  known to  Guardian  which  may later  develop  or be  discovered,
      arising from,  referring to, relating to, or in connection with the Letter
      Agreement,  any other agreement between the parties, or in connection with
      any financial  advisory or other services rendered to Guardian by Cappello
      or otherwise,  except that this does not cover any damages or claims which
      may arise  solely as a result of a breach by a party of any  provision  of
      this Agreement. Guardian acknowledges and agrees that this Agreement shall
      be  a  final   and   effective   settlement   as   provided   hereinabove,
      notwithstanding  any  facts or  mistakes  that  may come to its  attention
      hereafter, whether or not known to Cappello or any of the persons released
      by Guardian hereunder.

5.    In  consideration  of the  agreements  set forth in  Sections 1, 2, and 3,
      above, and other good and valuable consideration,  Cappello and all of its
      successors,    assigns,    heirs,   executors,    administrators,    legal
      representatives and all other persons who might claim through them, hereby
      compromise,   release  and  forever  discharge  Guardian,  its  directors,
      officers,   agents,  attorneys,   affiliates,   subsidiaries  and  related
      companies,  successors of Guardian and control persons (within the meaning
      of the Securities Act of 1933 and Securities Exchange Act of 1934) and all
      persons who might be liable through them, from any and all rights, demands
      and claims,  of whatsoever  kind or nature  relating to any matters of any
      kind, whether presently known or unkown, suspected or unsuspected, arising
      from any  omission,  act or fact that has occurred up until and  including
      the date of this Agreement including, but not limited to, under the Letter
      Agreement,  any other  agreement  between  Guardian  and  Cappello,  or in
      connection with any financial advisory or other services rendered to


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<PAGE>

      Guardian by Cappello or otherwise,  effective as of and from the beginning
      of time.  Except as set forth herein,  Cappello and all of its successors,
      assigns, heirs, executors,  administrators,  legal representatives and all
      persons or entities  acting on their  behalf,  or who might claim  through
      them,  hereby  agree and covenant not to sue or bring any action at law or
      in equity  referring  to,  relating to, or in  connection  with the Letter
      Agreement, any other agreement between the parties, in connection with any
      financial  advisory or other services  rendered to Guardian by Cappello or
      otherwise,  including, but not limited to, an action in any court or other
      forum or an  arbitration  proceeding  against  Guardian or any third party
      beneficiary hereunder;  provided, however, that Cappello or its successors
      or assigns may initiate any action  required to enforce this Agreement and
      may  initiate a claim by way of  counterclaim,  cross  claim,  third party
      process,  impleader,  claim for  contribution and indemnity or other claim
      arising from a claim by an unaffiliated  third party against Cappello.  It
      is  understood  and agreed that the release and covenant not to sue herein
      are a full and final general release and covenant not to sue from Cappello
      which  covers any and all future  damages not now known to Cappello  which
      may later develop or be discovered,  arising from,  referring to, relating
      to, or in  connection  with the  Letter  Agreement,  any  other  agreement
      between the parties, or in connection with any financial advisory or other
      services  rendered to Guardian by Cappello or otherwise,  except that this
      does not cover any damages or claims which may arise solely as a result of
      a  breach  by a  party  of  any  provision  of  this  Agreement.  Cappello
      acknowledges and agrees that this Agreement shall be a final and effective
      settlement as provided hereinabove,  notwithstanding any facts or mistakes
      that may come to its attention hereafter, whether or not known to Guardian
      or any of the persons released by Cappello hereunder.

6.    The  parties  represent  that they are not aware of any claim by either of
      them other than the claims that are released by this  Agreement.  Guardian
      and Cappello  acknowledge that they have been advised by legal counsel and
      are familiar with the  provisions  of California  Civil Code Section 1542,
      which provides that "A general release does not extend to claims which the
      creditor  does not know or  suspect  to exist in his  favor at the time of
      executing the release, which if known by him must have materially affected
      his settlement with the debtor."

7.    In order to establish  the  suitability  of  Cappello's  investment  in or
      acquisition of the Warrants and the  underlying  shares,  Cappello  hereby
      represents and warrants to Guardian as follows:

      (a)   Investment  Intent.  Cappello  is  aware  of and  familiar  with the
            business  affairs  and  financial  condition  of  Guardian  and  has
            acquired   sufficient   information   about   Guardian  to  reach  a
            knowledgeable  and informed decision to acquire the Warrants and the
            shares  of  Common  Stock  of  Guardian  underlying  such  Warrants.
            Cappello  is  acquiring  the  Warrants,  and  upon  exercise  of the
            Warrants the underlying shares of Common Stock of Guardian,  for its
            own  account and not with a view to or for sale in  connection  with
            any  distribution  of the  Warrants or  underlying  shares of Common
            Stock; provided that Guardian hereby consents to the assignment by


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            Cappello  of all or any  portion  of the  Warrant  and/or  shares of
            Common Stock underlying the Warrant to one or more principals and/or
            employees  of  Cappello;  provided  further that in the event of any
            such  assignment  each such principal or employee is an "accredited"
            investor  within the  meaning  of Rule  501(a) of  Regulation  D and
            executes  an  investment  representation  letter  in such form as is
            reasonably satisfactory to Guardian and its counsel.

      (b)   Relationship. Cappello has either a preexisting personal or business
            relationship with Guardian or its partners,  officers,  directors or
            controlling persons.

      (c)   Experience.  Cappello  has such  business  or  financial  experience
            enabling  it to protect its own  interests  in  connection  with the
            acquisition of the Warrants and underlying shares of Common Stock.

      (d)   Accredited Investor. Cappello is an "accredited investor" within the
            meaning  set  forth  in  Rule  501(a)  of  Regulation  D  under  the
            Securities Act of 1933, as amended (the  "Securities  Act"), and can
            afford a total loss of its investment.

      (e)   Risks. Cappello understands that an investment in Guardian is highly
            speculative  and subject to  substantial  risks,  that any  possible
            profits  therefrom  are  uncertain or may never  arise,  and that it
            bears  the  economic  risks of the  investment  in  Guardian  for an
            indefinite  period of time.  Cappello is able to bear these economic
            risks and to hold the Warrants and the shares of  Guardian's  Common
            Stock underlying the Warrants for an indefinite period.

      (f)   Information.  Cappello has received  all  information  and data with
            respect to Guardian  which it has requested and has deemed  relevant
            in  connection  with its  evaluation of the merits and risks of this
            investment  in Guardian and does not desire any further  information
            or data with  respect to Guardian  prior to the  acquisition  of the
            Warrants.  Cappello has had the opportunity to ask such questions of
            the  President,  Robert  A.  Dishaw,  and Chief  Executive  Officer,
            Michael  W.  Trudnak,  of  Guardian  as it has deemed  necessary  or
            appropriate  and has had the  opportunity  to  review  copies of all
            filings   Guardian  has  made  with  the   Securities  and  Exchange
            Commission  ("SEC").  The foregoing  documents are available through
            the  SEC's  Edgar  database   accessible   through  its  website  at
            http://www.sec.gov.

      (g)   Securities Laws.  Cappello  understands that the Warrants and shares
            of the Guardian's Common Stock underlying the Warrants have not been
            registered   under  the   Securities  Act  in  reliance  on  certain
            exemptions from  registration  under the Securities Act set forth in
            Section  4(2)  thereof  and Rule  506 of  Regulation  D  promulgated
            thereunder, and that the Warrants and underlying shares have not


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            been  registered  under the "Blue Sky" laws of any state,  including
            the Blue Sky laws of the  Commonwealth  of  Virginia or the State of
            California. Cappello understands that the shares will be "restricted
            securities"  within the meaning of Rule  144(a)(3) of the Securities
            Act. Cappello is domiciled in the State of California.

      (h)   Transfers.  Cappello  understands  that the Warrants and  underlying
            shares of Common Stock may have to be held indefinitely  unless they
            are  subsequently  registered under the Securities Act and qualified
            or  registered  under other  applicable  securities  laws,  rules or
            regulations,  or unless an  exemption  from  such  qualification  or
            registration requirements is available.

      (i)   Further Limitations. Without in any way limiting its representations
            set forth above,  Cappello further agrees that,  except as permitted
            pursuant  to  Section  7(a)  above,  it shall  in no event  make any
            disposition  of all or any  portion  of the  Warrants  or  shares of
            Guardian's  Common Stock  underlying the Warrants  unless and until:
            (A)  there is then in  effect a  registration  statement  under  the
            Securities   Act  covering  such  proposed   disposition   and  such
            disposition is made in accordance with such registration  statement;
            or (B) (1)  Cappello  shall have  notified  Guardian of the proposed
            disposition,  (2) Cappello  shall have  furnished  Guardian  with an
            opinion  of counsel to the  effect  that such  disposition  will not
            require registration of such Warrants or underlying shares of Common
            Stock  under the  Securities  Act,  and (3) such  opinion of counsel
            shall have been reasonably  concurred in by counsel for Guardian and
            Guardian shall have advised Cappello of such  concurrence;  provided
            that in the case of subsection (B) above,  Guardian shall act within
            ten  (10)  business  days  of the  receipt  of  notice  pursuant  to
            subsection  (B)(1) and the opinion  required  pursuant to subsection
            (B)(2)  above and cause its  counsel  to act within  such  period in
            connection  with  the  review  of  the  aforementioned   opinion  of
            Cappello's counsel.

      (j)   Certificates.  The  certificate(s)  evidencing  the Warrants and the
            shares of Common  Stock issued upon  exercise of the Warrants  shall
            bear a legend  evidencing the restricted  nature of the Warrants and
            underlying shares in accordance with the above.  Guardian may impose
            stop transfer  restrictions  with its transfer  agent to prevent the
            transfer or other disposition of the Warrants and underlying shares.

8.    Except as set forth herein,  this Agreement  contains the entire agreement
      of the parties with respect to the matters set forth herein, and shall not
      be  modified,  except in  writing,  and shall be binding  and inure to the
      benefit of the executors, administrators,  heirs, successors and permitted
      assigns of the  parties  hereto.  This  Agreement  may not be  assigned by
      either party hereto  without the prior written  consent of the other party
      hereto.  This Agreement  shall be interpreted in accordance with its plain
      meaning and not for or against any party hereto.

9.    This  Agreement  may be  executed  in any number of  counterparts  (and by
      facsimile)  each of which shall be an original of this  Agreement  for all
      purposes,  and all of which  together  shall  constitute  one and the same
      instrument.  Signed  facsimile  copies of this  Agreement  shall be legal,
      valid and binding.



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10.   Cappello agrees to maintain the  confidentiality  of all  confidential and
      proprietary  information of Guardian and will not  intentionally  divulge,
      furnish  or  make  available  to any  party  any of  the  confidential  or
      proprietary  information  of  Guardian  until  after  such  time  as  such
      information  has become  publicly known  otherwise than by act of Cappello
      unless  obligated to do so under  applicable law or an order of a court of
      competent jurisdiction.

11.   Each party  represents and warrants that such party has carefully read and
      has been afforded  reasonable  opportunity  to have the contents and legal
      effect of this  Agreement  explained by legal  counsel of its choice;  and
      that each party has the sole and exclusive  power and authority to execute
      this Agreement and does so of its own free act.

12.   In the  event of any legal  dispute  between  the  Guardian  and  Cappello
      relating  to  this  Agreement,  all  reasonable  attorneys'  fees  of  the
      prevailing party shall be paid by the other party.

13.   Each party warrants and represents  that no promise or inducement has been
      offered or made with  respect to the  matters set forth  herein  except as
      stated in this  Agreement,  and that each party has  determined to execute
      this Agreement  without reliance upon such statement or  representation by
      the other party or his or its agents.

14.   Subject to the terms and conditions  herein provided,  each of the parties
      hereto  shall use its best  efforts  to take,  or cause to be taken,  such
      action,  to execute and deliver,  or cause to be executed  and  delivered,
      such additional documents and instruments, and to do, or cause to be done,
      all things  necessary,  proper and advisable  under the provisions of this
      Agreement and under  applicable  law to consummate  and make effective the
      transactions contemplated by this Agreement.

15.   In case any one or more  provisions  or part of a provision  contained  in
      this  Agreement  shall for any  reason be held to be  invalid,  illegal or
      unenforceable  in  any  respect  in  any  jurisdiction,  such  invalidity,
      illegality  or  unenforceability  shall be deemed  not to affect any other
      provision or part of a provision  of this  Agreement,  but this  Agreement
      shall be reformed and construed in such  jurisdiction as if such provision
      or part of a provision held to be invalid or illegal or unenforceable  had
      never been contained herein and such provision or part reformed so that it
      would be valid,  legal and enforceable in such jurisdiction to the maximum
      extent possible.

16.   The parties agree that this Agreement  shall be governed by the law of the
      Commonwealth of Virginia.






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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed and delivered effective as of the date and year first above written.


                                        GUARDIAN TECHNOLOGIES
                                        INTERNATIONAL, INC.


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


                                        CAPPELLO CAPITAL CORP.


                                        By:      /s/ Bruce L. Pompan
                                                 -----------------------
                                        Name:    Bruce L. Pompan
                                        Its:     Managing Director


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