EXHIBIT 10.31

NEITHER THIS WARRANT NOR THE SECURITIES  ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
THE SUBJECT OF  REGISTRATION  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
UNDER THE SECURITIES  LAWS OF ANY STATE AND THE SAME HAVE BEEN (OR WILL BE, WITH
RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF) ISSUED IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. NEITHER
THIS  WARRANT NOR THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF MAY BE SOLD,
TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF
(I) AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR (II) AN  OPINION OF
COUNSEL  SATISFACTORY  TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION  DOES NOT
VIOLATE THE ACT,  THE RULES AND  REGULATIONS  THEREUNDER,  OR  APPLICABLE  STATE
SECURITIES LAWS.




No.  BW-1                                      Number of Shares  Purchasable
Issue  Date:  December  19,  2003              Upon Exercise of Warrant: 40,000


          Void after 5:00 p.m. Washington, D.C., Time on June 18, 2005

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.


                         COMMON STOCK WARRANT AGREEMENT

      This is to certify  that,  subject to the  provisions of this Common Stock
Purchase  Warrant (the  "Warrant")  and for value  received,  Dan Denardis  (the
"Holder"),is  entitled  to purchase  Forty  Thousand  (40,000)  shares of common
stock, $.001 par value per share (the "Common Stock"),  subject to adjustment as
set forth  herein,  of Guardian  Technologies  International,  Inc.,  a Delaware
corporation  (the  "Company"),  at an exercise  price of Two Dollars Fifty Cents
($2.50) per share,  subject to  adjustment  as set forth  herein (the  "Exercise
Price"),  at any time during the period beginning  December 19, 2003 (the "Issue
Date"), and ending eighteen months after the Issue Date (the "Expiration Date"),
but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date.

      1. Exercise of Warrant. Subject to the provisions of Section 9 below, this
Warrant may be exercised in whole or in part at any time or from time to time on
or after the Issue Date and until the Expiration Date; provided,  however,  that
if either of such days is a day on which banking  institutions are authorized by
law to close (a "Bank Holiday"), then on the next succeeding day which shall not
be a Bank Holiday.

         (a) Method of Exercise.  This Warrant may be exercised by  presentation
and surrender  hereof to the Company at its principal office or at the office of
its  transfer  agent,  if any  (the  "Transfer  Agent").  The  presentation  and
surrender of this Warrant for exercise must be  accompanied  by: (i) the form of
subscription  which is attached  hereto in Annex A (the "Form of  Subscription")
duly  executed  with  signature  guaranteed;  and (ii) payment of the  aggregate
Exercise Price for the


                                       1
<PAGE>


number of shares  specified in such form. If this Warrant should be exercised in
part only, upon presentation and surrender of this Warrant to the Company or the
Transfer  Agent for  cancellation,  the Company  shall execute and deliver a new
warrant  evidencing  the rights of the  Holder to  purchase  the  balance of the
shares purchasable hereunder. Upon receipt of this Warrant by the Company at its
office or by the Transfer Agent at its office, in proper form for exercise,  the
Holder shall be deemed to be the holder of record of the Common  Stock  issuable
upon such exercise;  provided, however, that if at the date of surrender of such
Warrant and payment of the aggregate  Exercise Price, the transfer books for the
Common Stock shall be closed, the certificates  representing the Common Stock or
other securities  subject to issuance upon such exercise shall be issuable as of
the date on which the Company's transfer books shall next be opened.  Until such
date, the Company shall be under no duty to deliver any certificate representing
such Common Stock or other securities and the Holder shall not be deemed to have
become  a  holder  of  record  or  owner  of such  Common  Stock  or such  other
securities.

         (b) Forms of Payment  Authorized:  Payment of the Exercise Price may be
made in cash or by certified or bank cashier's check. With the expiration of the
144  restriction,  the Holder may elect to convert  their  warrants to shares of
Common Stock through a cashless exercise.

      2.  Reservation  of  Shares.  There  shall at all  times be  reserved  for
issuance  upon exercise of this Warrant such number of shares of Common Stock as
shall be subject hereto.

      3. Fractional  Shares.  Notwithstanding  any other provision  hereof,  the
Company  shall not be required to issue  fractional  shares of Common Stock upon
the exercise of this Warrant.  If any fraction of a share would,  except for the
provisions  hereof, be issuable upon the exercise of this Warrant,  then: (a) if
the fraction of a share  otherwise  issuable is equal to or less than  one-half,
the Company  shall round down and issue only the largest  whole number of shares
of  Common  Stock to which  the  Holder  is  otherwise  entitled,  or (b) if the
fraction of a share  otherwise  issuable is greater than  one-half,  the Company
shall round up and issue one additional share of Common Stock in addition to the
largest  whole number of shares of Common Stock to which the Holder is otherwise
entitled.

      4. Exchange,  Transfer or Assignment of Warrant. Subject to the provisions
of this Section 4 and of Section 9 below, this Warrant is exchangeable,  without
expense,  at the option of the Holder, upon presentation and surrender hereof to
the Company or the Transfer Agent, for other warrants of different denominations
entitling  the holder  thereof to purchase in the  aggregate  the same number of
shares of Common Stock purchasable hereunder.  Subject to the provisions of this
Section 4 and of Section 9 below,  upon surrender of this Warrant to the Company
or the  Transfer  Agent  accompanied  by:  (a) the form of  assignment  which is
attached  hereto as Annex B (the "Form of  Assignment")  duly executed;  and (b)
funds  sufficient to pay any transfer tax, the Company  shall,  without  charge,
execute and deliver a new warrant in the name of the assignee  named in the Form
of Assignment and this Warrant shall  promptly be canceled.  This Warrant may be
divided or  combined  with  other  warrants  which  carry the same  rights  upon
presentation  hereof  at the  office  of the



                                       2
<PAGE>



Company or the Transfer  Agent,  accompanied  by a written  notice signed by the
Holder hereof  specifying the names and  denominations in which new warrants are
to be issued.

      The term  "Warrant" as defined above shall  hereafter  include any warrant
into which this Warrant may be divided,  exchanged or combined,  and any Warrant
as the same may be hereafter modified or amended from time to time.

      5. Theft,  Destruction,  Loss or  Mutilation  of  Warrant.  Subject to the
provisions  of  Section  4, in the  event  of the  theft,  destruction,  loss or
mutilation of this Warrant, upon receipt by the Company of evidence satisfactory
to it of such theft,  destruction,  loss or mutilation and, in the case of loss,
theft  or  destruction,  of  such  indemnification  as  the  Company  may in its
discretion  impose,   and  in  the  case  of  mutilation,   upon  surrender  and
cancellation  of this  Warrant,  the  Company  shall  execute  and deliver a new
warrant of like tenor and date.

      6. Rights of the Holder.  Prior to the exercise of any Warrant represented
hereby,  the Holder  shall not be entitled  by virtue  hereof to any rights of a
stockholder  in the Company,  either at law or equity.  The rights of the Holder
are limited to those expressed in this Warrant and are  enforceable  against the
Company only to the extent set forth herein.

      7. Anti-Dilution Provisions. The Exercise Price and the number and kind of
securities  purchasable  upon the exercise of this  Warrant  shall be subject to
adjustment from time to time as hereinafter provided:

         (a) In case  the  Company  shall  issue  shares  of  Common  Stock as a
dividend  upon shares of Common  Stock or in payment of a dividend  thereon,  or
shall  subdivide  the number of  outstanding  shares of its Common  Stock into a
greater number of shares or shall  contract the number of outstanding  shares of
its Common  Stock into a lesser  number of shares,  the  Exercise  Price then in
effect shall be adjusted,  effective at the close of business on the record date
for the determination of stockholders entitled to receive the same, to the price
(computed to the nearest cent)  determined by dividing (i) the product  obtained
by multiplying  the Exercise Price in effect  immediately  prior to the close of
business on such record date by the number of shares of Common Stock outstanding
prior to such dividend, subdivision or contraction, by (ii) the number of shares
of Common Stock  outstanding  immediately after such dividend,  subdivision,  or
contraction.

         (b) If any capital  reorganization or  reclassification  of the capital
stock of the  Company,  or  consolidation  or merger of the Company with or into
another  corporation,  or the sale of all or substantially  all of its assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provision  shall be made  whereby  the  holder of this  Warrant  shall
thereafter  have the right to purchase  and receive  upon the basis and upon the
terms and  conditions  specified  in this  Warrant  and in lieu of the shares of
Common Stock of the Company immediately  theretofore  purchasable and receivable
upon the  exercise of the rights  represented  by this  Warrant,  such shares of
stock,  securities  or assets as may be issued or payable  with respect to or in
exchange for a number of  outstanding  shares of such



                                       3
<PAGE>



Common  Stock  immediately  theretofore  purchasable  and  receivable  upon  the
exercise of the rights  represented  by this  Warrant  had such  reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case  appropriate  provision  shall  be made  with  respect  to the  rights  and
interests  of the  Holder  to the  end  that  the  provisions  of  this  Warrant
(including, without limitation,  provisions for adjustment of the Exercise Price
and of the number of shares of Common Stock or other  securities  issuable  upon
the exercise of this Warrant) shall thereafter be applicable as nearly as may be
practicable in relation to any shares of stock, securities, or assets thereafter
deliverable upon exercise of this Warrant. The Company shall not effect any such
consolidation,  merger  or sale  unless  prior  to or  simultaneously  with  the
consummation  thereof,  the  successor  corporation  (if other than the Company)
resulting from such  consolidation or merger or the corporation  purchasing such
assets shall assume,  by written  instrument,  the  obligation to deliver to the
Holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing provisions, the Holder may be entitled to purchase; and such successor
corporation  agrees  to be bound by the  provisions  of  Section  8 hereof  with
respect to any  securities  issued  pursuant  to such  consolidation,  merger or
purchase of assets.

         (c) Upon each  adjustment of the Exercise  Price pursuant  hereto,  the
number of shares of Common  Stock  specified  in this  Warrant  shall  thereupon
evidence the right to purchase that number of shares of Common Stock (calculated
to the nearest hundredth of a share of Common Stock) obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
shares of Common Stock  purchasable  immediately  prior to such  adjustment upon
exercise of this  Warrant and  dividing  the product so obtained by the Exercise
Price in effect after such adjustment.

         (d) Irrespective of any adjustments of the number or kind of securities
issuable  upon  exercise of this  Warrant or the  Exercise  Price,  any warrants
theretofore  or  thereafter  issued may  continue  to express the same number of
shares of Common  Stock and  Exercise  Price as are stated in  similar  warrants
previously issued.

         (e) The Company may, at its sole option,  retain the independent public
accounting  firm  regularly  retained  by  the  Company,   or  another  firm  of
independent public accountants of recognized  standing selected by the Company's
board of directors (the "Board of Directors"),  to make any computation required
under this  section and a  certificate  signed by such firm shall be  conclusive
evidence of any computation made under this section.

         (f) Whenever there is an adjustment in the Exercise Price and/or in the
number or kind of securities issuable upon exercise of this Warrant, as provided
herein,  the Company shall: (i) promptly file in the custody of its Secretary or
Assistant  Secretary  a  certificate  signed  by the  Chairman  of the  Board of
Directors or the  President of the Company and by the  Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company,  showing in
detail the facts requiring such adjustment and the number and kind of securities
issuable upon exercise of this Warrant after such  adjustment;  and (ii) cause a
notice to be sent to the Holder  stating that such



                                       4
<PAGE>



adjustment  has been effected and stating the Exercise  Price then in effect and
the number and kind of securities issuable upon exercise of this Warrant.

         (g) The Exercise Price and the number of shares  issuable upon exercise
of this  Warrant  shall only be adjusted  in the manner and upon the  conditions
heretofore specifically referred to in Subsections 7(a) through 7(f) above.

         (h) Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 7 from:  (i) options and warrants,  and Common Stock issued upon
exercise of options and  warrants,  granted to employees,  officers,  directors,
consultants  and other services  providers,  or pursuant to the Company's  stock
incentive  or stock  option plans and  employee  benefit or  compensation  plans
heretofore or hereafter adopted,  (ii) the conversion of convertible  securities
or derivative securities outstanding on the Issue Date and approved by the Board
of  Directors  of the  Corporation,  (iii)  Common  Stock,  warrants and options
granted to vendors,  banks,  lenders,  and  equipment  lessors,  and other third
parties the primary purpose of which is other than capital  raising,  (iv) in an
offering  registered under the Securities Act, (v) upon conversion of any shares
of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or
Series C Convertible  Preferred Stock of the Company,  (vi)  acquisitions by the
Company or its subsidiaries of assets or equity securities of third parties,  or
(vii) mergers, consolidations, joint ventures, or other business combinations by
the Company or any subsidiary with a third party.

      8.  Registration  Rights.  The  Company  hereby  covenants  and  agrees as
follows:

         (a)  Definitions.  As used in this Section 8, the following terms shall
have the meanings set forth below:

            (i) The terms  "register,"  "registered"  and  "registration"  shall
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar  document in compliance with the Securities Act of 1933, as
amended ("Securities Act"), and the declaration or ordering of the effectiveness
of such registration statement or document.

            (ii) The term "Registrable Securities" shall mean: (A) the shares of
Common Stock issued or issuable upon exercise of this Warrant; and (B) any other
securities of the Company issued as (or issuable upon the conversion or exercise
of any warrant,  right or other security which is issued as) a dividend or other
distribution with respect to, in exchange for or in replacement of the shares of
Common  Stock  referenced  in (A)  immediately  above,  excluding  in all cases,
however,   any  Registrable   Securities  sold  to  the  public  pursuant  to  a
registration under the Securities Act or an applicable exemption therefrom.

         (b) Piggy-back  Registration Rights. In the event that (but without any
obligation  to do so) the Company  proposes to  register  any of its  securities
under  the  Securities  Act in  connection  with  the  public  offering  of such
securities  solely for cash (other than a registration  on Form S-4, Form S-8 or
any form which does not include  substantially  the same information as would



                                       5
<PAGE>



be required to be included in a registration  statement covering the sale of the
Registrable  Securities),  the  Company  shall  promptly  give the Holder of the
Registrable  Securities  written notice of such  registration  (the  "Piggy-Back
Notice").  Upon the written  request of the Holder given within twenty (20) days
after receipt of such  Piggy-Back  Notice from the Company,  the Company  shall,
subject to the provisions of Subsections 8(h), 8(i) and 8(j) below,  cause to be
included in the registration statement filed by the Company under the Securities
Act all of the  Registrable  Securities  that the  Holder  has  requested  to be
registered; provided, however, that the Company shall have no such obligation if
such registration  statement relates to an underwritten  offering by the Company
and the managing  underwriter  of the subject  offering has expressed in writing
its  objection  to the same to the  Company.  To the  extent  that the Holder is
offered the opportunity  hereunder to include all of its Registrable  Securities
in a  registration  statement,  such Holder will be deemed to have exercised its
sole piggy-back  registration right provided by this Subsection 8(b), unless the
Holder has been  denied the right to  participate  in such  registration  by the
managing underwriter of the registration, pursuant to this section.

         (c)  Furnish  Information.  It shall be a  condition  precedent  to the
obligations of the Company to take any action  pursuant  hereto that the Holder,
having  chosen to have its  Registrable  Securities  included for  registration,
shall  furnish  to the  Company  such  information  regarding  the  Holder,  its
Registrable Securities and the intended method of disposition of such securities
as shall be required to effect the registration thereof. In that connection, the
Holder shall be required to  represent to the Company that all such  information
which is given is complete  and accurate in all  material  respects.  The Holder
shall deliver to the Company a statement in writing from the  beneficial  owners
of such  securities  that  such  beneficial  owners  bona  fide  intend to sell,
transfer or otherwise dispose of such securities.

         (d) Definition of Expenses.

            (i) "Registration  Expenses" shall mean all expenses incurred by the
Company,  including opinion letters for the benefit of the Holders, in complying
with Subsections 8(b) hereof, including without limitation, all registration and
filing  fees,  printing  expenses,  fees and  disbursements  of counsel  for the
Company,  "Blue Sky" fees and  expenses,  and the expense of any special  audits
incident to or required by any such registration (but excluding the compensation
of regular  employees  of the  Company  which  shall be paid in any event by the
Company).

            (ii)  "Selling  Expenses"  shall  mean all  underwriting  discounts,
underwriters' expense allowance,  and selling commissions applicable to the sale
of Registrable  Securities by the Holders and all fees and  disbursements of any
special counsel (other than the Company's regular counsel).

         (e) Expense of  Registration.  All  Registration  Expenses  incurred in
connection with any registration, qualification or compliance herewith, shall be
borne by the Company,  and all Selling  Expenses shall be borne by the Holder of
the  Registrable  Securities,  except in the case of



                                       6
<PAGE>



legal fees incurred by the Holder,  which shall be paid by the Holder regardless
of whether the securities registered hereunder have in fact been sold.

         (f) Underwriting  Requirements.  The Holder proposing to distribute its
Registrable Securities through an underwriting in which the Company has proposed
or is proposing to  participate,  shall (together with the Company and any other
holders  distributing their securities through such underwriting)  enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
this section, at the request of the managing underwriter, the Holder shall delay
the sale of the  Registrable  Securities  which such Holder has  requested to be
registered under this section for the thirty (30) day period commencing with the
effective date of the registration  statement.  If any Holder disapproves of the
terms of any such  underwriting,  such Holder may elect to withdraw therefrom by
written notice to the Company and the  underwriter.  Any Registrable  Securities
excluded or withdrawn  from such  underwriting  shall not be withdrawn from such
registration except at the election of the Holder.

         (g) Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this section.

         (h) Indemnification.  In the event that any Registrable  Securities are
included in a registration statement pursuant hereto:

            (i) To the extent  permitted by law, the Company will  indemnify and
hold harmless the Holder,  the  officers,  directors and partners of the Holder,
any  underwriter  (as  defined  in the  Securities  Act) for the Holder and each
person or entity,  if any,  that controls the Holder or  underwriter  within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages or  liabilities  (joint or several) to which he may become subject under
the Securities  Act, the Exchange Act or other Federal or state law,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  (collectively,  a "Violation"):  (A) any untrue statement or alleged
untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements  thereto;  (B) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the  statements  therein not  misleading;  or (C) any  violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any applicable
state securities law or any rule or regulation  promulgated under the Securities
Act, the Exchange Act or any applicable  state  securities  law; and the Company
will reimburse each such Holder,  officer,  director or partner,  underwriter or
any controlling  person for any legal or other expenses  reasonably  incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Company (which consent shall not be  unreasonably  withheld),
nor shall the  Company  be  liable  in



                                       7
<PAGE>



any such  case for any such  loss,  claim,  damage,  liability  or action to the
extent  that it  arises  out of or is based  upon a  Violation  which  occurs in
reliance upon and in conformity with written information furnished expressly for
use  in  connection  with  such  registration  by  the  Holder,  underwriter  or
controlling person; and further provided,  however, that the foregoing indemnity
agreement is subject to the condition that,  insofar as it relates to any untrue
statement,  alleged untrue  statement,  omission or alleged omission made in any
preliminary  prospectus but eliminated or remedied in the definitive prospectus,
such indemnity  agreement  shall not inure to the benefit of any  underwriter or
broker (or the benefit of any person or entity that controls such underwriter or
broker),  if a copy of the  definitive  prospectus was not sent or given to such
person with or prior to the  confirmation of the sale of such securities to such
person or entity.

            (ii) To the  extent  permitted  by law,  each  selling  Holder  will
indemnify and hold harmless the Company, its directors, its officers, any person
who  controls  the  Company  within  the  meaning of the  Securities  Act or the
Exchange Act, any underwriter (within the meaning of the Securities Act) for the
Company,  any person who (or entity that) controls such underwriter  against any
losses,  claims,  damages or liabilities (joint or several) to which the Company
or any such director,  officer, or underwriter or controlling person (or entity)
may become subject,  under the Securities Act, the Exchange Act or other Federal
or state law, insofar as such losses, claims, damages or liabilities (or actions
in respect  thereto) arise out of or are based upon any Violation,  in each case
to the extent (and only to the extent)  that such  Violation  occurs in reliance
upon  and in  conformity  with  written  information  furnished  by  the  Holder
expressly  for use in  connection  with such  registration;  and the Holder will
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director, officer,  underwriter, or controlling person (or entity) thereof,
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld.

            (iii)  Promptly  after  receipt by an  indemnified  party under this
Subsection  8(h) of notice of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Subsection 8(h), notify
the  indemnifying  party  in  writing  of  the  commencement   thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  notified,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own  counsel,  with  reasonable  fees and  expenses
thereof  to be  paid  by the  indemnifying  party,  if  representation  of  such
indemnified  party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding. The failure to notify an indemnifying party within a reasonable time
of the commencement of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified  party under this Subsection 8(h), but the omission so to


                                       8
<PAGE>


notify the  indemnifying  party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Subsection 8(h).

               (i) Reports Under Exchange Act. With a view toward making
available to the Holder the benefits of Rule 144 under the Securities Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the Company
agrees, upon such registration, to:

                  (i) use its best efforts to make and keep public information
available, as those terms are understood and defined in Rule 144, at all times;
and

                  (ii) use its  best  efforts  to file  with the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act.

         (j) Termination of the Company's Obligations.

         Notwithstanding any provision hereof to the contrary, the Company shall
not be required to effect any registration under the Securities Act or under any
state  securities  laws on behalf of any Holder or Holders if, in the opinion of
counsel for the  Company,  the offering or transfer by such Holder or Holders in
the manner proposed (including without limitation, the number of shares proposed
to be offered or  transferred  and the method of offering or transfer) is exempt
from the  registration  requirements of the Securities Act and the securities or
"Blue Sky" laws of applicable states.

         (k) Holder's  Acceptance of Obligations.  Acceptance of this Warrant by
its Holder(s)  shall be deemed to constitute the  unqualified  acceptance by the
Holder of all of the terms and conditions set forth herein.

         (l)  Lock-Up.   If  requested  by  the  managing   underwriter   of  an
underwritten offering by the Company for cash, the Holder agrees that the Holder
will not offer, sell, contract to sell,  transfer,  assign,  hypothecate,  gift,
grant any option or warrant to purchase or right to acquire  this Warrant or any
of the shares of Common Stock or other securities issuable upon exercise of this
Warrant,   during  the  twelve  (12)  months   following  the  closing  of  such
underwritten  public  offering,  without  the  prior  written  consent  of  such
underwriter,  and the Holder  will  permit  this  Warrant  and all  certificates
evidencing the shares of Common Stock issued upon exercise of this Warrant to be
stamped with an  appropriate  restrictive  legend and will cause the warrant and
transfer agent for the Company to note such  restrictions  on the transfer books
and records of the Company;  and the Holder  shall enter into an agreement  with
respect to the foregoing with the Company and any such  underwriter at or before
the closing of such initial public offering.

      9.  Transfer  to  Comply  with the  Securities  Act and  Other  Applicable
Securities  Laws.  Neither this Warrant nor the shares of Common Stock (or other
securities)  issuable  upon  exercise  hereof  have  been  registered  under the
Securities Act or under state securities  laws.  Except as


                                       9
<PAGE>


provided in Section 4 above: (a) this Warrant may not be transferred,  assigned,
pledged,  sold, or otherwise disposed of; and (b) the shares of Common Stock (or
other securities) issuable upon exercise of this Warrant may not be transferred,
assigned,  pledged, sold or otherwise disposed of in the absence of registration
under or exemption from the  applicable  provisions of the Securities Act unless
the Holder  provides  the Company with an opinion of counsel,  at the  Company's
expense,  in form and substance  satisfactory to the Company (together with such
other representations and warranties as the Company may request) that the shares
of Common Stock issued or issuable, as applicable, upon exercise of this Warrant
may be legally  transferred  without violating the Securities Act, and any other
applicable  securities law and then only against  receipt of an agreement of the
transferee  (in form and substance  satisfactory  to the Company) to comply with
the  provisions of this section with respect to any resale or other  disposition
of such securities.

      10.  Notices.  Any notices,  consents,  waivers,  or other  communications
required  or  permitted  to be given  hereunder  must be in writing  and will be
deemed to have been  delivered  personally:  (a) upon  receipt,  when  delivered
personally; (b) upon receipt, when sent by facsimile,  provided a copy is mailed
by U.S. certified mail, return receipt requested; (c) three (3) days after being
sent by U.S. certified mail, return receipt requested;  or (d) one (1) day after
deposit with a nationally  recognized  overnight delivery service,  in each such
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile  numbers  for such  communications  shall be: if to the Holder of this
Warrant,  at the  address  and  facsimile  number of the  Holder as shown on the
registry  books  maintained  by the Company,  its transfer  agent or the Warrant
Agent;  and if to the Company,  to Guardian  Technologies  International,  Inc.,
21351 Ridgetop Circle, Dulles, Virginia 20166, attention:  President,  facsimile
number (703) 654-6005.

      11. Survival.  All agreements,  covenants,  representations and warranties
set forth herein shall  survive the  execution  and delivery of this Warrant and
any investigation at any time made by or on behalf of any parties hereto and the
exercise and purchase of this Warrant.

      12. Amendments.  The Company may, in its sole discretion,  by supplemental
agreement or pursuant to an amended warrant  certificate  issued in exchange for
this Warrant make any changes or corrections to the terms and conditions  hereof
which it deems appropriate in order to (a) reduce the Exercise Price; (b) extend
the  Expiration  Date of this Warrant;  (c) cure any ambiguity or to correct any
defective  or  inconsistent  provision  or  manifest  mistake  or  error  herein
contained; (d) modify such other terms and conditions hereof which modification,
in the judgment of the Board of Directors,  provides,  when considered under the
totality of the circumstances a net benefit to or which, in the exercise of such
judgment,  the Board of Directors reasonably determines would not be contrary to
the interests of the Holder of this Warrant; provided,  however, that no adverse
change in the number or nature of the securities  purchasable  upon the exercise
of this Warrant,  or the Exercise Price  therefor,  or the  acceleration  of the
Warrant  Expiration  Date,  shall be made  without the consent in writing of the
Holder of this Warrant.  The  registration  rights contained in Section 8 hereof
shall survive any such modification of this Warrant.



                                       10
<PAGE>



      13. Agreement of Warrant Holders.  The Holder, by his acceptance  thereof,
consents and agrees with the Company and any Transfer or Warrant Agent that:

         (a) The Warrants  are  transferable  only on the registry  books of the
Company,  any Transfer Agent or Warrant Agent by the Holder thereof in person or
by his attorney duly authorized in writing and only if the warrant  certificates
representing  such Warrants are  surrendered at the office of the Company or the
Transfer or Warrant  Agent,  if any,  duly endorsed or  accompanied  by a proper
instrument of transfer  satisfactory  to the Company and the Transfer or Warrant
Agent, if any, in their sole discretion, together with payment of any applicable
transfer taxes;

         (b) The  Company and any  Transfer or Warrant  Agent may deem and treat
the person in whose name the warrant certificate is registered as the Holder and
as the absolute,  true and lawful owner of the Warrants  represented thereby for
all purposes,  and none of the Company,  the Transfer Agent or the Warrant Agent
shall be  affected  by any  notice  or  knowledge  to the  contrary,  except  as
otherwise expressly provided in Section 5 hereof;

         (c) Each  Warrant  shall be  subject in all  respects  to the terms and
conditions  set  forth in any  amended  warrant  certificate  upon the  issuance
thereof and upon the mailing by the  Company of notice of the  amendment  of the
terms and conditions of this Warrant;

         (d) Holder shall execute all such further instruments and documents and
take such  further  action as the  Company  may  reasonably  require in order to
effectuate the terms and purposes of this Warrant.

      14.  Severability.  The  provisions  of this Warrant  shall be  considered
severable  in the  event  that  any of such  provisions  are  held by a court of
competent  jurisdiction  to be invalid,  void or otherwise  unenforceable.  Such
invalid,  void or  otherwise  unenforceable  provisions  shall be  automatically
replaced by other  provisions  which are valid and  enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void or otherwise  unenforceable.  Notwithstanding the foregoing,  the remaining
provisions  hereof shall remain  enforceable to the fullest extent  permitted by
law.

      15.  Governing Law. The validity and  construction of this Warrant and all
matters  pertaining  hereto are to be determined in accordance  with the laws of
the State of Delaware  without  reference to the conflict of law  principles  of
that state.

      16. Rights as Stockholder.  This Warrant,  as such,  shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company.

      17.  Entire  Agreement.  This  Warrant is intended to and does contain and
embody the entire understanding and agreement of the Company and the Holder with
respect to the  subject  matter  hereof and there  exists no oral  agreement  or
understanding, express or implied, whereby the



                                       11
<PAGE>



absolute,  final and unconditional character and nature of this Warrant shall be
in any way invalidated, unempowered or affected.

      18.  Headings.  The  headings  in  this  Warrant  are for  convenience  of
reference only and are not part of this Warrant.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]


<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name and on its behalf and its  corporate  seal to be affixed  hereon by its
duly authorized officers as of the date of issuance first above written.

                                    GUARDIAN TECHNOLOGIES
                                     INTERNATIONAL, INC.


                                    By: /S/ Michael W. Trudnak
                                       ------------------------------------
                                       Name: Michael W. Trudnak
                                       Title:   Chairman & CEO


Attest:


By: /S/ Robert A. Dishaw
    ---------------------------
    Robert A. Dishaw
    Secretary





<PAGE>



                    Annex A to Common Stock Purchase Warrant
                              FORM OF SUBSCRIPTION
   (Complete and sign only upon exercise of the Warrant in whole or in part.)

To:   Guardian Technologies International, Inc.

      The  undersigned,  the Holder of the attached  Common  Stock  Warrant (No.
BW-1) to which this Form of Subscription  applies,  hereby irrevocably elects to
exercise the  purchase  rights  represented  by such warrant for and to purchase
thereunder  shares of common  stock,  $.001  par  value per share  (the  "Common
Stock"),  from  Guardian  Technologies   International,   Inc.  (or  such  other
securities  issuable pursuant to the terms of the Common Stock Purchase Warrant)
and herewith  makes  payment of  $_________  therefor in cash or by certified or
official bank check.  The undersigned  hereby  requests that the  certificate(s)
representing  such  securities  be issued in the  name(s) and  delivered  to the
address(es) as follows:

Name:
                         ------------------------------------------------------
Address:
                         ------------------------------------------------------
Social Security Number:
                         ------------------------------------------------------
Deliver to:
                         ------------------------------------------------------
Address:
                         ------------------------------------------------------


      If the  foregoing  subscription  evidences an exercise of the Common Stock
Purchase  Warrant to purchase  fewer than all of the shares of Common  Stock (or
other  securities  issuable  pursuant to the terms of the Common Stock  Purchase
Warrant) to which the undersigned is entitled under such warrant, please issue a
new warrant, of like tenor,  relating to the remaining portion of the securities
issuable upon exercise of such warrant (or other securities issuable pursuant to
the  terms  of  such  warrant)  in the  name(s),  and  deliver  the  same to the
address(es), as follows:

Name:
                         ------------------------------------------------------
Address:
                         ------------------------------------------------------

Dated:
                         ------------------------------------------------------



---------------------------------  --------------------------------------------
(Name of Holder)                    (Social Security or Taxpayer Identification


---------------------------------
Number of Holder, if applicable)


---------------------------------------------
(Signature of Holder or Authorized Signatory)

Signature Guaranteed:

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




<PAGE>




                      Annex B to Placement Agent's Warrant

                               FORM OF ASSIGNMENT

         (To be executed upon transfer of Common Stock Purchase Warrant)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to the right  represented  by the Common Stock  Purchase  Warrant (No.  BW-1) to
which  this Form of  Assignment  applies  together  with all  rights,  title and
interest therein, and does hereby irrevocably constitute and appoint attorney to
transfer such Common Stock Purchase  Warrant on the warrant register of Guardian
Technologies  International,  Inc.,  the  issuer of the  Common  Stock  Purchase
Warrant, with full power of substitution.



DATED:                                       .
       --------------------------------------



                                               Signature:



                                               Signature must conform in all
                                               respects to name of holder as
                                               specified on the face of the
                                               Warrant)



                                               Signature Guaranteed: