EXHIBIT 3(iii)

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

                                       I.

         The name of the corporation is Guardian International, Inc. (the
"Corporation").

                                       II.

         Article III of the Articles of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:

                                   ARTICLE III
                                  Capital Stock
                                  -------------

         Section 1.        Total Authorized Shares.
                           -----------------------

         The amount of the total authorized capital stock of the Corporation is
131,000,000 shares, consisting of (i) 100,000,000 shares of "Class A Voting
Common Stock", par value $.001 per share; (ii) 1,000,000 shares of "Class B
Nonvoting Common Stock", par value $.001 per share; and (iii) 30,000,000 shares
of Preferred Stock, par value $.001 per share.

         Section 2.        Class B Common Stock.
                           --------------------

         Except as otherwise provided herein, all shares of Class A Voting
Common Stock and Class B Nonvoting Common Stock will be identical and will
entitle the holders thereof to the same rights and privileges:

         (a) Voting Rights. The holders of Class A Voting Common Stock will be
entitled to one (1) vote per share on all matters to be voted on by the
Corporation's stockholders, and except as otherwise required by law, the holders
of Class B Nonvoting Common Stock will have no right to vote their shares of
Class B Nonvoting Common Stock on any matters to be voted on by the
Corporation's stockholders.

         (b) Dividends. When and as dividends are declared thereon, whether
payable in cash, property or securities of the Corporation, the holders of Class
A Voting Common Stock and the holders of Class B Nonvoting Common Stock will be
entitled to share ratably according to the number of shares of Class A Voting
Common Stock or Class B Nonvoting Common Stock held by them, in such dividends;
provided, that if dividends are declared which are payable in shares of Class A
Voting Common Stock or Class B Nonvoting Common Stock, dividends will be
declared which

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are payable at the same rate on both classes of common stock, and the dividends
payable in shares of Class A Voting Common Stock to holders of Class A Voting
Common Stock, and the dividends payable in shares of Class B Nonvoting Common
Stock will be payable to the holders of Class B Nonvoting Common Stock.

         (c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
Class A Voting Common Stock and Class B Nonvoting Common Stock shall be entitled
to share ratably, according to the number of shares of Class A Voting Common
Stock or Class B Nonvoting Common Stock held by them, in the remaining assets of
the Corporation available for distribution to its stockholders.

         (d)      Conversion of Class B Nonvoting Common Stock.
                  --------------------------------------------

                  i. At any time and from time to time, each record holder of
Class B Nonvoting Common Stock will be entitled to convert any and all of the
shares of such holder's Class B Nonvoting Common Stock into the same number of
shares of Class A Voting Common Stock at holder's election, provided, that each
holder of Class B Nonvoting Common Stock shall only be entitled to convert any
share or shares of Class B Nonvoting Common Stock to the extent that after
giving effect to such conversion such holder or its affiliates shall not
directly or indirectly, own, control or have power to vote a greater quantity of
securities of any kind issued by the Corporation than such holder and its
affiliates are permitted to own, control or have power to vote under any law or
under any regulation, rule or other requirement of any governmental authority at
any time applicable to such holder and its affiliates.

                  ii. Each conversion of shares of Class B Nonvoting Common
Stock into shares of Class A Voting Common Stock will be effected by the
surrender of the certificate or certificates representing the shares to be
converted at the principal office of the Corporation at any time during normal
business hours, together with a written notice by the holder of such Class B
Nonvoting Common Stock stating that such holder desires to convert the shares,
or a stated number of the shares, of Class B Nonvoting Common Stock represented
by such certificate or certificates into Class A Voting Common Stock and a
written undertaking that upon such conversion such holder and its affiliates
will not directly or indirectly own, control or have the power to vote a greater
quantity of securities of any kind issued by the Corporation than such holders
and its affiliates are permitted to own, control or have the power to vote under
any applicable law, regulation, rule or other governmental requirement. Such
conversion will be deemed to have been effected as of the close of business on
the date on which certificate or certificates have been surrendered and such
notice has been received, and at such time the rights of the holder of the
converted Class B Nonvoting Common Stock as such holder will cease and the
person or persons in whose name or names the certificate or certificates for
shares of Class A Voting Common Stock are to be issued upon such conversion will
be deemed to have become the holder or holders of record of the shares of Class
A Voting Common Stock represented thereby.


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<PAGE>

                  iii. Promptly after such surrender and the receipt of such
written notice, the Corporation will issue and deliver in accordance with the
surrendering holder's instructions (x) the certificate or certificates for the
Class A Voting Common Stock issuable upon such conversion and (y) a certificate
representing any Class B Nonvoting Common Stock which was represented by the
certificate or certificates delivered to the Corporation in connection with such
conversion but which was not converted.

                  iv. If the Corporation in any manner subdivides or combines
the outstanding shares of one class of either Class A Voting Common Stock or
Class B Nonvoting Common Stock, the outstanding shares of the other class will
be proportionately subdivided or combined.

                  v. In the case of, and as a condition to, any capital
reorganization of, or any reclassification of the capital stock of, the
Corporation (other than a subdivision or combination of shares of Class A Voting
Common Stock or Class B Nonvoting Common Stock into a greater or lesser number
of shares [whether with or without par value] or a change in the par value of
Class A Voting Common Stock or Class B Nonvoting Common Stock or from par value
to no par value) or in the case of, and as a condition to, the consolidation or
merger of the Corporation with or into another corporation (other than a merger
in which the Corporation is the continuing corporation and which does not result
in any reclassification of outstanding shares of Class A Voting Common Stock or
Class B Nonvoting Common Stock), each share of Class B Nonvoting Common Stock
shall be convertible into the number of shares of stock or other securities or
property receivable upon such reorganization, reclassification, consolidation or
merger by a holder of the number of shares of Class A Voting Common Stock of the
Corporation into which such shares of Class B Nonvoting Common Stock were
convertible immediately prior to such reorganization, reclassification,
consolidation or merger; and, in any such case, appropriate adjustment shall be
made in the application of the provisions set forth in this paragraph with
respect to the rights and interests thereafter of the holders of Class B
Nonvoting Common Stock to the end that the provisions set forth in this
paragraph (including provisions with respect to the conversion rate) shall
thereafter be applicable, as nearly as they reasonably may be, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the conversion of the shares of Class B Nonvoting Common Stock.

                  vi. The shares of Class B Nonvoting Common Stock which are
converted into shares of Class A Voting Common Stock as provided herein shall
not be reissued.

                  vii. The Corporation will at all times reserve and keep
available out of its authorized but unissued shares of Class A Voting Common
Stock or its treasury shares, solely for the purpose of issue upon conversion of
the Class B Nonvoting Common Stock as provided above, such number of Class A
Voting Common Stock as shall then be issuable upon the conversion of all then
outstanding shares of Class B Nonvoting Common Stock (assuming that all such
shares of Class B Nonvoting Common Stock are held by persons entitled to convert
such shares into Class A Voting Common Stock).

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<PAGE>

                  viii. The issuances of certificates for Class A Voting Common
Stock upon the conversion of Class B Nonvoting Common Stock will be made without
charge to the holders of such shares for any issuance tax in respect thereof or
other cost incurred by the Corporation in connection with such conversion and
the related issuance of Class A Voting Common Stock. The Corporation will not
close its books against the transfer of Class B Nonvoting Common Stock or Class
A Voting Common Stock issued or issuable upon the conversion of Class B
Nonvoting Common Stock in any manner which would interfere with the timely
conversion of Class B Nonvoting Common Stock.

         Section 3.        Preferred Stock.
                           ---------------

         (a) Shares of Preferred Stock may be issued from time to time in one or
more series as may from time to time be determined by the Board of Directors,
each of said series to be distinctly designated. All shares of any one series of
Preferred Stock shall be alike in every particular, except that there may be
different dates from which dividends, if any, thereon shall be cumulative, if
made cumulative. The voting powers and the preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding; and the Board of
Directors of the Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any shares of a
particular series of Preferred Stock, the voting powers and the designation,
preferences and relative, optional and other special rights, and the
qualifications, limitations and restrictions of such series, including, but
without limiting the generality of the foregoing, the following:

                  i. Designation and Number. The distinctive designation of, and
the number of shares of Preferred Stock which shall constitute such series,
which number may be increased (except where otherwise provided by the Board of
Directors) or decreased (but not below the number of shares thereof then
outstanding) from time to time by like action by the Board of Directors;

                  ii. Dividends. The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock of such series shall
be paid, the extent of the preference or relation, if any, of such dividends to
the dividends payable on any other class or classes, or series of the same or
other classes of stock and whether such dividends shall be cumulative or
noncumulative;

                  iii. Conversion Privileges. The right, if any, of the holders
of Preferred Stock of such series to convert the same into or exchange the same
for, shares of any other class or classes, or of any series of the same or any
other class or classes of stock of the Corporation and the terms and conditions
of such conversion or exchange;

                  iv. Redemption. Whether or not Preferred Stock of such series
shall be subject to redemption, and the redemption price or prices and the time
or times at which, and the terms and conditions on which, Preferred Stock of
such series may be redeemed;

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<PAGE>

                  v. Liquidation. The rights, if any, of the holders of
Preferred Stock of such series upon the voluntary or involuntary liquidation,
merger, consolidation, distribution or sale of assets, dissolution or winding
up, of the Corporation;

                  vi. Sinking Fund Requirements. The terms of the sinking fund
or redemption or purchase account, if any, to be provided for the Preferred
Stock of such series; and

                  vii. Voting Rights. The voting powers, if any, of the holders,
of such series of Preferred Stock which may, without limiting the generality of
the foregoing, include the right, voting as a series or by itself or together
with other series of Preferred Stock or all series of Preferred Stock as a
class, to elect one or more directors of the Corporation if there shall have
been a default in the payment of dividends on any one or more series of
Preferred Stock or under such other circumstances and on such conditions as the
Board of Directors may determine.

         (b) The relative powers, preferences and rights of each series of
Preferred Stock in relation to the powers, preferences and rights of each other
series of Preferred Stock shall, in each case, be as fixed from time to time by
the Board of Directors in the resolution or resolutions adopted pursuant to
authority granted in Section 3(a) of this Article III and the consent, by class
or series vote or otherwise, of the holders of such of the series of Preferred
Stock as are from time to time outstanding shall not be required for the
issuance by the Board of Directors of any other series of Preferred Stock
whether or not the powers, preferences and rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution or
resolutions as to any series of Preferred Stock adopted pursuant to paragraph
3(a) of this Article III that the consent of the holders of a majority (or such
greater proportion as shall be therein fixed) of the outstanding shares of such
series voting therein shall be required for the issuance of any or all other
series of Preferred Stock.

         Section 4. Subject to the provisions of Sections 2 and 3 of this
Article III, shares of Common Stock or any series of Preferred Stock may be
issued from time to time as the Board of Directors of the Corporation shall
determine and on such terms and for such consideration as shall be fixed by the
Board of Directors.

         Section 5. The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased or decreased
from time to time by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote thereon.

         Section 6. Series C Cumulative Preferred Stock. 16,397 shares of
Preferred Stock shall be designated as Series C 7% Redeemable Cumulative
Preferred Stock, par value $.001 per share ("Series C Preferred Stock"), and
shall have the following rights and preferences:

         (a)      Designation and Rank.
                  --------------------

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<PAGE>

                  All shares of Series C Preferred Stock shall rank equally and
be identical in all respects. So long as the Series C Preferred Stock is
outstanding, unless consented to by the affirmative vote of 2/3 of the holders
of the outstanding Series C Preferred Stock, the Corporation shall not authorize
or issue additional equity securities of any kind, including shares of Preferred
Stock of any class, series or designation ranking in priority or in parity as to
rights and preferences (including in respect of dividends or rights upon
liquidation, dissolution or winding-up of the Corporation) with the Series C
Preferred Stock now or hereafter authorized including, without limitation,
additional shares of Series C Preferred Stock (except for up to 30,000 shares of
Series D 6.00% Convertible Cumulative Preferred Stock, par value $0.001 per
share, with a liquidation value of $1,000.00 per share (the "Series D Preferred
Stock").

         (b)      Dividends.
                  ---------

                  The holders of the Series C Preferred Stock, in preference to
the holders of Class A Voting Common Stock, par value $.001 per share (the
"Class A Common Stock"), of the Corporation and the Class B Non-Voting Common
Stock, par value $.001 per share (collectively, with the Class A Common Stock,
the "Common Stock"), of the Corporation and any other class or classes of stock
of the Corporation ranking junior in rights and preferences to the Series C
Preferred Stock as to payment of dividends and other distributions shall be
entitled to receive, but only out of any funds legally available for the
declaration of dividends, cumulative, preferential dividends at the annual rate
of 7.00% of the Liquidation Value (as hereinafter defined), in parity with the
holders of Preferred Stock ranking in parity with the Series C Preferred Stock,
payable as follows:

                  (i) Series C Preferred Stock dividends (the "Dividends") shall
commence to accrue on the shares of Series C Preferred Stock and be cumulative
from and after the date of issuance of such shares of Series C Preferred Stock
(the "Issuance Date") and shall be deemed to accumulate and accrue from day to
day thereafter. Dividends for any partial period shall be computed on the basis
of a 360-day year of twelve 30-day months and the actual number of days elapsed
in the period for which payable.

                  (ii) The Dividends shall be payable to the holders of the
Series C Preferred Stock quarterly on the 1st day of January, April, July and
October commencing January 1, 1999. The Corporation shall pay Dividends in cash;
provided, however, that if the provisions of the current credit agreement to
which the Corporation is a party, or any replacements thereof, prohibit the
Corporation from paying Dividends in cash, the Dividends shall be paid in shares
("Dividend Common Shares") of Class A Common Stock; provided further that in no
event shall the Corporation pay cash dividends with respect to any stock of the
Corporation ranking junior in rights or preferences to the Series C Preferred
Stock during any period in which cash dividends may not be paid or have not been
paid with respect to the Series C Preferred Stock. Once issued, any Dividend
Common

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Shares shall rank pari passu and have all of the rights and privileges
associated with all other shares of the Class A Common Stock. If Dividends are
paid in Dividend Common Shares, the price per share of the Class A Common Stock
for determining the number of Dividend Common Shares to be issued shall be equal
to the average of the daily bid and asked prices as of closing of the Class A
Common Stock averaged over the twenty (20) trading days prior to and including
the last day of the quarter immediately preceding the date on which Dividends
are payable. The Corporation shall at all times keep reserved such number of
shares of its authorized and unissued Class A Common Stock as necessary to pay
all Dividends remaining to be paid with respect to the Series C Preferred Stock
in shares of Class A Common Stock as contemplated by this Section 6(b)(ii).

                  (iii) So long as any share of Series C Preferred Stock remains
outstanding, the Corporation shall not declare, pay or set aside for payment any
dividend on any stock ranking junior in rights or preferences to the Series C
Preferred Stock or make any payment or set apart any fund for payment with
respect to the purchase, redemption or other retirement of any stock ranking
junior in rights or preferences to the Series C Preferred Stock unless all
accrued and unpaid dividends with respect to the Series C Preferred Stock have
been paid in full.

         (c)      Redemption.
                  ----------

                  (i) Mandatory Redemption. The Corporation shall redeem all
outstanding shares of Series C Preferred Stock on the sixth anniversary of the
Issuance Date for an amount in cash equal to the sum of (1) $1,000.00 per share
(the "Liquidation Value") for each such share of Series C Preferred Stock to be
redeemed plus (2) any accrued and unpaid Dividends thereon.

                  (ii) Optional Redemption. The Corporation may redeem the
Series C Preferred Stock, in whole or in part, at any time and from time to
time, upon not less than 30 days' written notice, after the Issuance Date for an
amount in cash equal to the sum of (1) the Liquidation Value for each such share
of Series C Preferred Stock to be redeemed plus (2) any accrued and unpaid
Dividends thereon plus (3) a premium equal to the product of (i) the Liquidation
Value, (ii) 7.00% and (iii) a fraction, the numerator of which is of the number
of days remaining until (and excluding) the sixth anniversary of the Issuance
Date and the denominator of which is 2,160 (the "Optional Redemption Price
Calculation").

                  (iii) Redemption Upon a Change of Control. A holder of Series
C Preferred Stock may elect to cause the Corporation to redeem all or any part
of its shares of Series C Preferred stock upon a Change of Control (as defined
below) for an amount in cash equal to the amount determined by the Optional
Redemption Price Calculation (the "Redemption Price").

                  (iv)     Procedures for Redemption.
                           -------------------------

                           (I) In the event that the Corporation redeems shares
of Series C Preferred Stock pursuant to Section 6(c)(i) or Section 6(c)(ii)
above, at least fifteen (15) days and not more than sixty (60) days prior to the
date fixed for any redemption of the Series C Preferred Stock, written notice
(the "Redemption Notice") shall be given by first class mail, postage prepaid,
to each holder of record on the record date fixed for such redemption of the
Series C Preferred Stock at such holder's address as it appears on the stock
books of the Corporation; provided, however, that no

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<PAGE>

failure to give such notice nor any deficiency therein shall affect the validity
of the procedure for the redemption of any shares of Series C Preferred Stock to
be redeemed except as to the holder or holders to whom the Corporation has
failed to give said notice or except as to the holder or holders whose notice
was defective. The Redemption Notice shall state:

                                    (1)     the Redemption Price;

                                    (2) whether all or less than all the
outstanding shares of the Series C Preferred Stock are to be redeemed and the
total number of shares of the Series C Preferred Stock being redeemed;

                                    (3) the date fixed for redemption (the
"Redemption Date");

                                    (4) that the holder is to surrender to the
Corporation, in the manner, at the place or places and at the price designated,
his certificate or certificates representing the shares of Series C Preferred
Stock to be redeemed; and

                                    (5) that dividends on the shares of the
Series C Preferred Stock to be redeemed shall cease to accumulate on such
Redemption Date unless the Corporation defaults in the payment of the Redemption
Price.

                           (II)     (1) In the event that a holder of Series C
Preferred Stock (the "Redeeming Series C Holder") elects to redeem its shares of
Series C Preferred Stock pursuant to Section 6(c)(iii) above, at least fifteen
(15) days and not more than sixty (60) days prior to the date of any such
redemption of the Series C Preferred Stock, written notice (the "Holder's
Redemption Notice") shall be given by first class mail, postage prepaid, to the
Corporation. The Redemption Notice shall state:

                                         (A) whether all or less than all the
outstanding shares of the Series C Preferred Stock are to be redeemed and the
total number of shares of the Series C Preferred Stock being redeemed; and

                                         (B) the date of the redemption (the
"Redemption Date").

                                    (2) The Corporation shall, within 10 days of
receipt of the Holder's Redemption Notice, send a notice to the Redeeming Series
C Holder (the "Corporation's Redemption Notice"), stating:

                                         (A) the Redemption Price; and

                                         (B) that the Redeeming Series C Holder
is to surrender to the Corporation, in the manner, at the place or places and at
the price designated, his certificate or certificates representing the shares of
Series C Preferred Stock to be redeemed; and


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<PAGE>

                                         (C) that Dividends on the shares of
Series C Preferred Stock to be redeemed shall cease to accumulate on the
Redemption Date unless the Corporation defaults in the payment of the Redemption
Price.

                           (III) Each holder of Series C Preferred Stock
redeemed pursuant to the provisions of Section 6(c)(i), (ii) or (iii) hereof
shall surrender the certificate or certificates representing such shares of
Series C Preferred Stock to the Corporation, duly endorsed (or otherwise in
proper form for transfer, as determined by the Corporation), in the manner and
at the place designated in the Corporation's Redemption Notice, and on the
Redemption Date the full Redemption Price for such shares shall be payable in
cash to the person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be canceled and retired.
In the event that less than all of the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.

                           (IV) On and after the Redemption Date, unless the
Corporation defaults in the payment in full of the Redemption Price, Dividends
on the Series C Preferred Stock called for redemption shall cease to accumulate
on the Redemption Date, and all rights of the holders of redeemed shares shall
terminate with respect thereto on the Redemption Date, other than the right to
receive the Redemption Price, without interest; provided, however, that if
notices of redemption shall have been given as provided in Section 6(c)(iv)(I)
and (II) above and the funds necessary for redemption (including an amount in
respect of all dividends that will accrue to the Redemption Date) shall have
been irrevocably deposited in trust for the equal and ratable benefit for the
holders of the shares to be redeemed, then, at the close of business on the day
on which such funds are segregated and set aside, the holders of the shares to
be redeemed shall cease to be stockholders of the Corporation, shall have no
interest in or claims against the Corporation by virtue thereof and shall have
no rights with respect thereto, except the right to receive the Redemption
Price, without interest, upon surrender (and endorsement, if required by the
Corporation) of their certificates, and the shares evidenced thereby shall no
longer be outstanding.

                  (v) For purposes of Section 6(c)(iii) above, "Change of
Control" means (i) the acquisition directly or indirectly, by any "person" or
"group" (as used in Section 13(d) of the Securities Exchange Act of 1934, as
amended) of beneficial ownership (as defined in Section 13(d)) of in excess of
35% of the Corporation's combined voting power of all then-outstanding voting
securities, provided, however, that any acquisition or disposition (whether by
sale, transfer, assignment, pledge, hypothecation, gift, placement in trust
(voting or otherwise) or transfer by operation of law of, creation of a security
interest in or lien on, or any other encumbering or disposal, directly or
indirectly, whether with or without consideration and whether voluntarily or
involuntarily) of voting securities by Wester Security, Inc., a Kansas
corporation, Western Resources, Inc., a Kansas corporation, or Protection One,
Inc., a Delaware corporation, or any "affiliate" of any of such entities (as the
term "affiliate" is defined by Rule 405 promulgated under the Securities Act of
1933, as amended) (collectively, the "Westar Group") shall not be deemed to be a
"Change of Control"; (ii) the consummation of a merger, consolidation, or other
business combination of the Corporation with any other person (as defined
immediately above), other than a

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merger, consolidation or other business combination that would result in the
outstanding Common Stock immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into common stock of the
surviving entity or a parent or affiliate thereof) at least 65% of the
outstanding Common Stock or stock of the surviving entity or parent or affiliate
thereof outstanding immediately after such transaction; (iii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Corporation; or
(iv) a majority of the Board of Directors of the Corporation shall consist of
persons other than persons who (V) are members of the Board on the Issuance
Date, (W) are nominated by David C. Wittig, at any time and from time to time,
(X) are elected or appointed to serve as Independent Directors (as defined
below) prior to December 31, 1998, including but not limited to, Joel A. Cohen,
(Y) were elected to the Board by a majority vote of directors on the Board on
the Issuance Date or their successors elected pursuant to this clause (Y), or
(Z) are elected by holders of either the Series C Preferred Stock or the Series
D Preferred Stock in accordance with the terms of these Articles of
Incorporation or are nominated by holders of the Series D Preferred Stock
pursuant to Section 2(a) of that certain Stockholders Agreement dated as of
October 21, 1998 by and among the Corporation, Westar Security, Inc., a Kansas
corporation ("Westar") and Harold Ginsburg, Sheilah Ginsburg, Richard Ginsburg
and Rhonda Ginsburg (collectively, the "Ginsburgs"). For purposes of this
Section 6(c)(v), the term "Independent Director" shall mean a person who is not
(i) an officer or employee of the Corporation or its Affiliates or of Westar or
its Affiliates, or (ii) related by blood or marriage to any of the Ginsburgs.

         (d) Voting Rights. The holders of Series C Preferred Stock shall not be
entitled to vote or consent on any matters required or permitted to be submitted
to the stockholders of the Corporation for their approval, except to the extent
that voting rights are specifically provided by Florida law or Section 6(a) or
6(e) hereof.

         (e)      Special Voting Rights.
                  ---------------------

                  (i) Amendment to Articles of Incorporation. The Corporation
shall not amend its Articles of Incorporation so as to adversely affect in any
manner the specified rights, preferences, privileges or voting rights of the
Series C Preferred Stock or to authorize additional shares of Series C Preferred
Stock unless consented to by the affirmative vote of 2/3 of the holders of the
outstanding Series C Preferred Stock.

                  (ii)     Election of Directors.
                           ---------------------

                           (I) Subject to the provisions of Section 6(e)(ii)(II)
below, upon the occurrence of a Default Event (hereafter defined) with respect
to the Series C Preferred Stock and for the duration of the Default Period
(hereafter defined), the holders of the Series C Preferred Stock, in addition to
any other voting rights they may have by law, shall be entitled to vote (voting
separately as a series by a majority of the outstanding shares thereof) for the
election to the Board of Directors of the smallest number of additional
directors necessary to constitute at any given time a majority of the total
number of members of the Board of Directors (after giving effect to such
election), and

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<PAGE>

should such percentage when applied to the number of the members of the Board of
Directors result in a number that includes a fraction, then such number shall be
increased to the next whole number. In addition, during the Default Period, the
holders of the Series C Preferred Stock shall be entitled to designate (voting
as a series as aforesaid) the number of positions on the Board of Directors,
which shall be the smallest number of directors necessary for the nominees of
the holders of the Series C Preferred Stock to constitute a majority of the full
Board. In case the holders of the Series C Preferred Stock become entitled to
exercise such special voting rights, they may call a special meeting of
stockholders during the Default Period, in the manner provided in the bylaws or
otherwise as provided by law, for the purpose of increasing or decreasing the
number of positions on the Board of Directors and electing such members to the
Board of Directors. In addition, the holders of the Series C Preferred Stock
shall have such special voting rights at any annual or regular meeting of
stockholders (or any other special meeting not called by the holders of the
Series C Preferred Stock) held during the Default Period. In lieu of the
foregoing, the holders of the Series C Preferred Stock may take any of such
actions by a written consent signed by the holders of at least a majority of the
shares the Series C Preferred Stock outstanding and entitled to vote thereon.

                           (II) Notwithstanding the provisions of Section
6(e)(ii)(I) above, if during the Default Period, a Default Event occurs and is
continuing with respect to the Series D Preferred Stock, the holders of the
Series D Preferred Stock, in addition to any other voting rights they may have
by law, shall be entitled to vote (together, as a class, with the Series C
Preferred Stock) for the election of additional directors to the Board of
Directors, as described in Section 6(e)(ii)(I) above.

                           (III) Removal; Vacancies. During the Default Period,
each director elected by the holders of the Series C Preferred Stock may be
removed only by the vote of the holders of the majority of the outstanding
shares of such series of Preferred Stock, voting separately as a series, at a
meeting of the stockholders, or of the holders of the Series C Preferred Stock,
called for that purpose. During the Default Period, any vacancy in the office of
a director elected by the holders of the Series C Preferred Stock may be filled
by a vote of the remaining directors then in office elected by the holders of
such series of Preferred Stock, or, if not so filled, by the holders of such
series of Preferred Stock at any meeting, annual or special, for the election of
directors held thereafter. A special meeting of stockholders, or of the holders
of shares of Series C Preferred Stock, may be called for the purpose of filling
any such vacancy. In the case of removal of any such director, the vacancy may
be filled at the same meeting at which such removal shall be voted. Holders of
the Series C Preferred Stock shall be entitled to notice of each meeting of
stockholders at which they shall have any right to vote or notice of which is
otherwise required by law. In lieu of the foregoing, the holders of the Series C
Preferred Stock may take any of such actions by a written consent signed by the
holders of at least a majority of the shares of such series of Preferred Stock
outstanding and entitled to vote thereon.

                           (IV) Expiration of Right. Upon termination of the
Default Period, the special voting rights of the holders of the Series C
Preferred Stock in default provided hereunder shall be immediately divested, but
always subject to the revesting of such right in the holders of the Series C
Preferred Stock upon the occurrence of any subsequent Default Event. In the
event that such

                                       11
<PAGE>

rights of the holders of the Series C Preferred Stock shall cease as provided
above, then the directors elected to the Board of Directors by the holders of
the Series C Preferred Stock under this Section V shall be automatically removed
from office, and their respective positions terminated and the number of
positions on the Board of Directors reduced in accordance with such termination,
without further action on the part of the holders of Preferred Stock, the
holders of Common Stock or the Board of Directors.

                           (V) Default Event. For purposes hereof, a "Default
Event" occurs on the date that (A) (i) the Corporation has failed to pay a
Dividend when due and (ii) such Dividend remains unpaid for 30 days or (B) the
Corporation fails to discharge any redemption obligation with respect to the
Series C Preferred Stock.

                           (VI) Default Period. For purposes hereof, "Default
Period" means a period commencing on the date a Default Event occurs and ending
(i) with respect to a Dividend default upon the payment of the next quarterly
Dividend in full and any cumulative Dividends in arrears in full and (ii) with
respect to a redemption default, upon the discharge in full by the Corporation
of its obligations with respect to such redemption.

         (f)      Liquidation.
                  -----------

                  (i) The Series C Preferred Stock shall rank pari passu upon
liquidation with the Series D Preferred Stock and shall be preferred upon
liquidation over the Common Stock and any other class or classes of stock of the
Corporation which does not expressly rank senior in rights and preferences to
the Series C Preferred Stock or on a parity with the Series C Preferred Stock
upon liquidation. Holders of shares of Series C Preferred Stock shall be
entitled to be paid, after full payment is made on any stock ranking prior to
the Series C Preferred Stock as to rights and preferences (but before any
distribution is made to the holders of the Common Stock and any junior stock),
pro rata based on the Liquidation Value pari passu with the holders of shares of
the Series D Preferred Stock upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation (a "Liquidation").

                  (ii) The amount payable on each share of Series C Preferred
Stock in the event of Liquidation shall be the Liquidation Value plus any
accrued and unpaid Dividends.

                  (iii) Upon Liquidation, if the net assets of the Corporation
are insufficient to permit the payment in full of the amounts to which the
holders of all outstanding shares of Series C Preferred Stock are entitled as
provided above, the entire net assets of the Corporation remaining (after full
payment is made on any stock ranking prior to the Series C Preferred Stock as to
rights and preferences) shall be distributed among the holders of Series C
Preferred Stock and the holders of shares of Preferred Stock ranking in parity
with the Series C Preferred Stock as to rights and preferences to which they are
respectively entitled in amounts proportionate to the full preferential amounts.

                                       12
<PAGE>

                  (iv) For purposes of this Section 6(f), the voluntary sale,
lease, exchange or transfer, for cash, shares of stock, securities or other
consideration, of all or substantially all the Corporation's property or assets
to, or its consolidation or merger with, one or more corporations shall not be
deemed to be a Liquidation.

         (g)      Notices to Holders of Series C Preferred Stock.
                  ----------------------------------------------

                  In the event:

                  (i) of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the conveyance or transfer of the properties and assets of the
Corporation substantially as an entirety, or of any capital reorganization or
reclassification or change of the Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination);

                  (ii)     of Liquidation;

                  (iii)    of a Change of Control;

                  then the Corporation shall cause to be given to each of the
registered holders of the Series C Preferred Stock at its address appearing on
the Register for the Series C Preferred Stock, at least 20 calendar days prior
to the applicable record date hereinafter specified, by registered mail, postage
prepaid, return receipt requested, a written notice stating the date on which
any such consolidation, merger, conveyance, transfer or Liquidation or Change of
Control is expected to become effective, and the date as of which it is expected
that holders of record of Common Stock shall be entitled to exchange their
shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer or Liquidation.

         Section 7. Series D Cumulative Preferred Stock. 30,000 shares of
Preferred Stock shall be designated as Series D 6% Convertible Cumulative
Preferred Stock, par value $.001 per share ("Series D Preferred Stock"), and
shall have the following rights and preferences:

         (a)      Designation and Rank.
                  --------------------

                  All shares of Series D Preferred Stock shall rank equally and
be identical in all respects. So long as the Series D Preferred Stock is
outstanding, unless consented to by the affirmative vote of 2/3 of the holders
of the outstanding Series D Preferred Stock, the Corporation shall not authorize
or issue additional equity securities of any kind, including shares of Preferred
Stock of any class, series or designation ranking in priority or in parity as to
rights and preferences (including in respect of dividends or rights upon
liquidation, dissolution or winding-up of the Corporation) with the Series D
Preferred Stock now or hereafter authorized including, without limitation,
additional shares of Series D Preferred Stock other than Dividend Preferred
Shares, as defined below (except for up to 16,397 shares of Series C 7.00%
Redeemable Cumulative Preferred

                                       13
<PAGE>

Stock, par value $0.001 per share, with a liquidation value of $1,000.00 per
share (the "Series C Preferred Stock")).

         (b)      Dividends.
                  ---------

                  The holders of the Series D Preferred Stock, in preference to
the holders of Class A Voting Common Stock, par value $.001 per share (the
"Class A Common Stock"), of the Corporation and the Class B Non-Voting Common
Stock, par value $.001 per share (collectively, with the Class A Common Stock,
the "Common Stock"), of the Corporation and any other class or classes of stock
of the Corporation ranking junior in rights and preferences to the Series D
Preferred Stock as to payment of dividends and other distributions, shall be
entitled to receive, but only out of any funds legally available for the
declaration of dividends, cumulative, preferential dividends at the annual rate
of 6.00%, of the Liquidation Value (as hereinafter defined) in parity with the
holders of Preferred Stock ranking in parity with the Series D Preferred Stock,
payable as follows:

                  (i) Series D Preferred Stock dividends (the "Dividends") shall
commence to accrue on the shares of Series D Preferred Stock and be cumulative
from and after the date of issuance of such shares of Series D Preferred Stock
(the "Issuance Date") and shall be deemed to accumulate and accrue from day to
day thereafter. Dividends for any partial period shall be computed on the basis
of a 360-day year of twelve 30-day months and the actual number of days elapsed
in the period for which payable.

                  (ii) The Dividends shall be payable to the holders of the
Series D Preferred Stock annually on the 1st day of January commencing January
1, 1999 at the Corporation's option in cash or in additional shares of Series D
Preferred Stock ("Dividend Preferred Shares"). Once issued, any Dividend
Preferred Shares shall rank pari passu and have all of the rights and privileges
associated with all other shares of the Series D Preferred Stock, including the
right to receive dividends.

                  (iii) Notwithstanding the foregoing, in the event that any
holder of Series D Preferred Stock converts its shares of Series D Preferred
Stock to shares of Class A Common Stock pursuant to Section 7(g) hereof, the
right to preferential dividend rights pursuant to this Section II with respect
to such converted shares shall terminate upon conversion.

                  (iv) So long as any share of Series D Preferred Stock remains
outstanding, the Corporation shall not declare, pay or set aside for payment any
dividend on any stock ranking junior in rights or preferences to the Series D
Preferred Stock or make any payment or set apart any fund for payment with
respect to the purchase, redemption or other retirement of any stock ranking
junior in rights or preferences to the Series D Preferred Stock unless all
accrued and unpaid dividends with respect to the Series D Preferred Stock have
been paid in full.

         (c)      Optional Redemption.
                  -------------------

                                       14
<PAGE>

                  (i) Optional Redemption. The Series D Preferred Stock shall
not be redeemable by the Corporation at any time prior to the third anniversary
of the Issuance Date. After the third anniversary of the Issuance Date, the
Series D Preferred Stock shall be redeemable at the option of the Corporation,
in whole or in part, at any time and from time to time, upon not less than 30
days' written notice, for an amount in cash equal to the sum of (1) $1,000.00
per share (the "Liquidation Value") for each such share of Series D Preferred
Stock (including Dividend Preferred Shares) to be redeemed and (2) a premium
equal to the product of (i) the Liquidation Value, (ii) 6.00% and (iii) a
fraction, the numerator of which is the number of days remaining until (and
excluding) the sixth anniversary of the Issuance Date and the denominator of
which is 2,160 (the "Redemption Price Calculation").

                  (ii) Redemption Upon a Change of Control. A holder of Series D
Preferred Stock may elect to cause the Corporation to redeem its shares of
Series D Preferred Stock upon a Change of Control (as defined below) for an
amount in cash equal to the amount determined by the Redemption Price
Calculation.

                  (iii)    Procedures for Redemption.
                           -------------------------

                           (I) In the event that the Corporation redeems shares
of Series D Preferred Stock pursuant to Section 7(c)(i) above, at least fifteen
(15) days and not more than sixty (60) days prior to the date fixed for any
redemption of the Series D Preferred Stock, written notice (the "Redemption
Notice") shall be given by first class mail, postage prepaid, to each holder of
record on the record date fixed for such redemption of the Series D Preferred
Stock at such holder's address as it appears on the stock books of the
Corporation; provided, however, that no failure to give such notice nor any
deficiency therein shall affect the validity of the procedure for the redemption
of any shares of Series D Preferred Stock to be redeemed except as to the holder
or holders to whom the Corporation has failed to give said notice or except as
to the holder or holders whose notice was defective. The Redemption Notice shall
state:

                                    (1)     the Redemption Price;

                                    (2)     whether all or less than all the
                                            outstanding shares of the Series D
                                            Preferred Stock are to be redeemed
                                            and the total number of shares of
                                            the Series D Preferred Stock being
                                            redeemed;

                                    (3)     the date fixed for redemption (the
                                            "Redemption Date");

                                    (4)     that the holder is to surrender to
                                            the Corporation, in the manner, at
                                            the place or places and at the price
                                            designated, his certificate or
                                            certificates representing the shares
                                            of Series D Preferred Stock to be
                                            redeemed; and

                                       15
<PAGE>

                                    (5)     that dividends on the shares of the
                                            Series D Preferred Stock to be
                                            redeemed shall cease to accumulate
                                            on such Redemption Date unless the
                                            Corporation defaults in the payment
                                            of the Redemption Price.



                           (II)     (1) In the event that a holder of Series D
Preferred Stock (the "Redeeming Series D Holder") elects to redeem its shares of
Series D Preferred Stock pursuant to Section 7(c)(ii) above, at least fifteen
(15) days and not more than sixty (60) days prior to the date of any such
redemption of the Series D Preferred Stock, written notice (the "Holder's
Redemption Notice") shall be given by first class mail, postage prepaid, to the
Corporation. The Redemption Notice shall state:

                                            (A)      whether all or less than
                                                     all the outstanding shares
                                                     of the Series D Preferred
                                                     Stock are to be redeemed
                                                     and the total number of
                                                     shares of the Series D
                                                     Preferred Stock being
                                                     redeemed; and

                                            (B)      the date of the redemption
                                                     (the "Redemption Date").

                                    (2) The Corporation shall, within 10 days of
receipt of the Holder's Redemption Notice, send a notice to the Redeeming Series
D Holder (the "Corporation's Redemption Notice"), stating:

                                            (A)      the Redemption Price;

                                            (B)      that the Redeeming Series D
                                                     Holder is to surrender to
                                                     the Corporation, in the
                                                     manner, at the place or
                                                     places and at the price
                                                     designated, his certificate
                                                     or certificates
                                                     representing the shares of
                                                     Series D Preferred Stock to
                                                     be redeemed; and

                                            (C)      that Dividends on the
                                                     shares of Series D
                                                     Preferred Stock to be
                                                     redeemed shall cease to
                                                     accumulate on the
                                                     Redemption Date unless the
                                                     Corporation defaults in the
                                                     payment of the Redemption
                                                     Price.

                           (III)    Each holder of Series D Preferred Stock
redeemed pursuant to the provisions of Section 7(c)(i) or (ii) hereof shall
surrender the certificate or certificates representing such shares of Series D
Preferred Stock to the Corporation, duly endorsed (or otherwise in proper form
for transfer, as determined by the Corporation), in the manner and at the place
designated in the Corporation's Redemption Notice, and on the Redemption Date
the full Redemption Price for such shares shall be payable in cash to the person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be canceled and retired. In the event that

                                       16
<PAGE>

less than all of the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares.

                           (IV)     On and after the Redemption Date, unless the
Corporation defaults in the payment in full of the Redemption Price, dividends
on the Series D Preferred Stock called for redemption shall cease to accumulate
on the Redemption Date, and all rights of the holders of redeemed shares shall
terminate with respect thereto on the Redemption Date, other than the right to
receive the Redemption Price, without interest; provided, however, that if
notices of redemption shall have been given as provided in Section 7(c)(iii)(I)
and (II) above and the funds necessary for redemption (including an amount in
respect of all dividends that will accrue to the Redemption Date) shall have
been irrevocably deposited in trust for the equal and ratable benefit for the
holders of the shares to be redeemed, then, at the close of business on the day
on which such funds are segregated and set aside, the holders of the shares to
be redeemed shall cease to be stockholders of the Corporation, shall have no
interest in or claims against the Corporation by virtue thereof and shall have
no rights with respect thereto, except the right to receive the Redemption
Price, without interest, upon surrender (and endorsement, if required by the
Corporation) of their certificates, and the shares evidenced thereby shall no
longer be outstanding.

                  (iv) For purposes of Section 7(c)(ii) above, "Change of
Control" means (i) the acquisition directly or indirectly, by any "person" or
"group" (as used in Section 13(d) of the Securities Exchange Act of 1934, as
amended) of beneficial ownership (as defined in Section 13(d)) of in excess of
35% of the Corporation's combined voting power of all then-outstanding voting
securities, provided, however, that any acquisition or disposition (whether by
sale, transfer, assignment, pledge, hypothecation, gift, placement in trust
(voting or otherwise) or transfer by operation of law of, creation of a security
interest in or lien on, or any other encumbering or disposal, directly or
indirectly, whether with or without consideration and whether voluntarily or
involuntarily) of voting securities by Westar Security, Inc., a Kansas
corporation, Western Resources, Inc., a Kansas corporation, or Protection One,
Inc., a Delaware corporation, or any "affiliate" of any of such entities (as the
term "affiliate" is defined by Rule 405 promulgated under the Securities Act of
1933, as amended) (collectively, the "Westar Group") shall not be deemed to be a
"Change of Control"; (ii) the consummation of a merger, consolidation, or other
business combination of the Corporation with any other person (as defined
immediately above), other than a merger, consolidation or other business
combination that would result in the outstanding Common Stock immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into common stock of the surviving entity or a parent or affiliate
thereof) at least 65% of the outstanding Common Stock or stock of the surviving
entity or parent or affiliate thereof outstanding immediately after such
transaction; (iii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Corporation; or (iv) a majority of the Board of Directors of
the Corporation shall consist of persons other than persons who (V) are members
of the Board on the Issuance Date, (W) are nominated by David C. Wittig, at any
time and from time to time, (X) are elected or appointed to serve as Independent
Directors (as defined below) prior to December 31, 1998, including but not
limited to, Joel A. Cohen, (Y) were elected to the Board by a majority vote of
directors on the Board on the

                                       17
<PAGE>

Issuance Date or their successors elected pursuant to this clause (Y), or (Z)
are elected by holders of either the Series C Preferred Stock or the Series D
Preferred Stock in accordance with the terms of these Articles of Incorporation
or are nominated by holders of the Series D Preferred Stock pursuant to Section
2(a) of that certain Stockholders Agreement dated as of October 21, 1998 (the
"Stockholders Agreement") by and among the Corporation, Westar Security, Inc., a
Kansas corporation ("Westar") and Harold Ginsburg, Sheilah Ginsburg, Richard
Ginsburg and Rhonda Ginsburg (collectively, the "Ginsburgs"). For purposes of
this Section 7(c)(iv), the term "Independent Director" shall mean a person who
is not (i) an officer or employee of the Corporation or its Affiliates or of
Westar or its Affiliates, or (ii) related by blood or marriage to any of the
Ginsburgs.

         (d) Voting Rights. The holders of Series D Preferred Stock shall not be
entitled to vote or consent on any matters required or permitted to be submitted
to the stockholders of the Corporation for their approval, except to the extent
that voting rights are specifically provided by Florida law or Section 7(a) or
7(e) hereof.

         (e)      Special Voting Rights.
                  ---------------------

                  (i) Amendment to Articles of Incorporation. The Corporation
shall not amend these Articles of Incorporation so as to adversely affect in any
manner the specified rights, preferences, privileges or voting rights of the
Series D Preferred Stock or to authorize additional shares of Series D Preferred
Stock unless consented to by the affirmative vote of 2/3 of the holders of the
outstanding Series D Preferred Stock.

                  (ii) Change of Control. Until the third anniversary of the
Issuance Date, so long as any shares of Series D Preferred Stock are
outstanding, the holders of the Series D Preferred Stock shall be entitled to
vote with the Common Stock, as a single class, on an "as converted" basis in
accordance with Section 7(g) hereof, on any Change of Control which is submitted
to a vote of the holders of the Common Stock for their approval.

                  (iii)    Election of Directors.
                           ---------------------

                           (I) Subject to the provisions of Section
7(e)(iii)(II) below, upon the occurrence of a Default Event (hereafter defined)
with respect to the Series D Preferred Stock and for the duration of the Default
Period (hereafter defined), the holders of the Series D Preferred Stock, in
addition to any other voting rights they may have by law, shall be entitled to
vote (voting separately as a series by a majority of the outstanding shares
thereof) for the election to the Board of Directors of the smallest number of
additional directors necessary to constitute at any given time a majority of the
total number of members of the Board of Directors (after giving effect to such
election), and should such percentage when applied to the number of the members
of the Board of Directors result in a number that includes a fraction, then such
number shall be increased to the next whole number. In addition, during the
Default Period the holders of the Series D Preferred Stock shall be entitled to
designate (voting as a series as aforesaid) the number of positions on the Board
of Directors, which

                                       18
<PAGE>

shall be the smallest number of directors necessary for the nominees of the
holders of the Series D Preferred Stock to constitute a majority of the full
Board. In case the holders of the Series D Preferred Stock become entitled to
exercise such special voting rights, they may call a special meeting of
stockholders during the Default Period, in the manner provided in the bylaws or
otherwise as provided by law, for the purpose of increasing or decreasing the
number of positions on the Board of Directors and electing such members to the
Board of Directors. In addition, the holders of the Series D Preferred Stock
shall have such special voting rights at any annual or regular meeting of
stockholders (or any other special meeting not called by the holders of the
Series D Preferred Stock) held during the Default Period. In lieu of the
foregoing, the holders of the Series D Preferred Stock may take any of such
actions by a written consent signed by the holders of at least a majority of the
shares of the Series D Preferred Stock outstanding and entitled to vote thereon.

                           (II) Notwithstanding the provisions of Section
7(e)(iii)(I) above, if during the Default Period, a Default Event occurs and is
continuing with respect to the Series C Preferred Stock, the holders of the
Series C Preferred Stock, in addition to any other voting rights they may have
by law, shall be entitled to vote (together, as a class, with the Series D
Preferred Stock) for the election of additional directors to the Board of
Directors, as described in Section 7(e)(iii)(I) above.

                           (III) Removal; Vacancies. During the Default Period,
each director elected by the holders of the Series D Preferred Stock may be
removed only by the vote of the holders of the majority of the outstanding
shares of such series of Preferred Stock, voting separately as a series, at a
meeting of the stockholders, or of the holders of shares of such series of
Preferred Stock, called for that purpose. During the Default Period, any vacancy
in the office of a director elected by the holders of the Series D Preferred
Stock in default may be filled by a vote of the remaining directors then in
office elected by the holders of the Series D Preferred Stock, or, if not so
filled, by the holders of such series of Preferred Stock at any meeting, annual
or special, for the election of directors held thereafter. A special meeting of
stockholders, or of the holders of shares of Series D Preferred Stock, may be
called for the purpose of filling any such vacancy. In the case of removal of
any such director, the vacancy may be filled at the same meeting at which such
removal shall be voted. Holders of the Series D Preferred Stock shall be
entitled to notice of each meeting of stockholders at which they shall have any
right to vote or notice of which is otherwise required by law. In lieu of the
foregoing, the holders of the Series D Preferred Stock may take any of such
actions by a written consent signed by the holders of at least a majority of the
shares of such series of Preferred Stock outstanding and entitled to vote
thereon.

                           (IV) Expiration of Right. Upon termination of the
Default Period, the special voting rights of the holders of the Series D
Preferred Stock in default provided hereunder shall be immediately divested, but
always subject to the revesting of such right in the holders of the Series D
Preferred Stock upon the occurrence of any subsequent Default Event. In the
event that such rights of the holders of the Series D Preferred Stock shall
cease as provided above, then the directors elected to the Board of Directors by
the holders of the series of the Series D Preferred Stock in default under this
Section 7(e) shall be automatically removed from office, and their respective
positions terminated and the number of positions on the Board of Directors
reduced in accordance

                                       19
<PAGE>

with such termination, without further action on the part of the holders of
Preferred Stock, the holders of Common Stock or the Board of Directors.

                           (V) Default Event. For purposes hereof, a "Default
Event" occurs on the date that (A)(i) the Corporation has failed to pay a
Dividend when due and (ii) such Dividend remains unpaid for 30 days or (B) the
Corporation fails to discharge any redemption obligation with respect to the
Series D Preferred Stock.

                           (VI) Default Period. For purposes hereof, "Default
Period" means a period commencing on the date a Default Event occurs and ending
(i) with respect to a Dividend default, upon the payment of the next annual
Dividend in full and any cumulative Dividends in arrears in full and (ii) with
respect to a redemption default, upon the discharge in full by the Corporation
of its obligations with respect to such redemption.

         (f)      Liquidation.
                  -----------

                  (i) The Series D Preferred Stock shall be rank pari passu upon
liquidation with the Series C Preferred Stock and shall be preferred upon
liquidation over the Common Stock and any other class or classes of stock of the
Corporation which does not expressly rank senior in rights and preferences to
the Series D Preferred Stock or on a parity with the Series D Preferred Stock
upon liquidation. Holders of shares of Series D Preferred Stock shall be
entitled to be paid, after full payment is made on any stock ranking prior to
the Series D Preferred Stock as to rights and preferences (but before any
distribution is made to the holders of the Common Stock and any junior stock),
pro rata based on the Liquidation Value pari passu with the holders of shares of
the Series C Preferred Stock upon the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation (a "Liquidation").

                  (ii) The amount payable on each share of Series D Preferred
Stock in the event of Liquidation shall be the Liquidation Value plus any
accrued and unpaid Dividends.

                  (iii) Upon Liquidation, if the net assets of the Corporation
are insufficient to permit the payment in full of the amounts to which the
holders of all outstanding shares of Series D Preferred Stock are entitled as
provided above, the entire net assets of the Corporation remaining (after full
payment is made on any stock ranking prior to the Series D Preferred Stock as to
rights and preferences) shall be distributed among the holders of Series D
Preferred Stock and holders of shares of Preferred Stock ranking in parity with
the Series D Preferred Stock as to rights and preferences to which they are
respectively entitled in amounts proportionate to the full preferential amounts.

                  (iv) For purposes of this Section 7(f), the voluntary sale,
lease, exchange or transfer, for cash, shares of stock, securities or other
consideration, of all or substantially all the Corporation's property or assets
to, or its consolidation or merger with, one or more corporations shall not be
deemed to be a Liquidation.

                                       20
<PAGE>

                  (v) Notwithstanding the foregoing, in the event that any
holder of Series D Preferred Stock converts its shares of Series D Preferred
Stock to shares of Class A Common Stock pursuant to Section 7(g) hereof, the
right to preferential liquidation rights pursuant to this Section 7(f) with
respect to such converted shares shall terminate upon conversion.

         (g)      Conversion.
                  ----------

                  (i) Optional Conversion. Subject to the provisions for
adjustment hereinafter set forth, all, and not less than all, of the outstanding
shares of Series D Preferred Stock (including any Dividend Preferred Shares then
outstanding and all Dividend Preferred Shares which would be issued with respect
to all accrued and unpaid Dividends as of the date of conversion) held by a
holder of the Series D Preferred Stock shall be convertible into Class A Common
Stock of the Corporation at any time after the third anniversary of the Issuance
Date at the option of such holder thereof, upon surrender to the transfer agent
for the Series D Preferred Stock or the Corporation of the certificate or
certificates evidencing the shares so to be converted, at the rate of 333.3333
fully paid and nonassessable shares of Class A Common Stock for each share of
Series D Preferred Stock. In the case of shares of Series D Preferred Stock
called for redemption, conversion rights will expire at the close of business on
the date on which the redemption is consummated.

                  (ii) Mandatory Conversion. Subject to the provisions for
adjustment hereinafter set forth, the Series D Preferred Stock (including any
Dividend Preferred Shares then outstanding and all Dividend Preferred Shares
which would be issued with respect to all accrued and unpaid Dividends as of the
date of conversion) shall be converted to Class A Common Stock at the rate of
333.3333 fully paid and nonassessable shares of Class A Common Stock for each
share of Series D Preferred Stock:

                           (I) upon a firm commitment underwritten public
offering by the Corporation of Class A Common Stock, which results in net
proceeds to the Corporation of in excess of $20 million in cash at $4.00 per
share or more; or

                           (II) if, at any time after the third anniversary of
the Issuance Date, the average of the daily bid and asked prices as of closing
of the Class A Common Stock exceeds $4.00 per share for twenty (20) consecutive
trading days on which trades actually occurred.

                  (iii) The number of shares of Class A Common Stock into which
an issued and outstanding share of Series D Preferred Stock is convertible shall
be subject to adjustment from time to time only as follows:

                           (I) In the event that the Corporation shall at any
time (A) declare a dividend on the Class A Common Stock in shares of its Class A
Common Stock, (B) split or subdivide the outstanding Class A Common Stock or (C)
combine the outstanding Class A Common Stock into a smaller number of shares,
each share of Series D Preferred Stock outstanding at the time of the record
date for such dividend or of the effective date of such split, subdivision or
combination

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<PAGE>

shall thereafter be convertible into the aggregate number of shares of Class A
Common Stock which, if such share of Series D Preferred Stock had been converted
immediately prior to such time, the holder of such share would have owned or
have been entitled to receive by virtue of such dividend, subdivision or
combination. Such adjustment shall be made successively whenever any event
listed above shall occur.

                           (II) No adjustment in the number of shares of Class A
Common Stock issuable upon conversion of a share of Series D Preferred Stock
shall be required unless such adjustment would require an increase or decrease
in the aggregate number of shares of Class A Common Stock so issuable of at
least 100 shares; provided that any adjustments which by reason of this
paragraph are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section
7(g)(iii) shall be made to the nearest cent, or to the nearest hundredth of a
share, as the case may be.

                           (III) In the event of any capital reorganization of
the Corporation, or of any reclassification of the Common Stock (other than a
subdivision or combination of outstanding shares of Class A Common Stock), or in
case of the consolidation of the Corporation with or the merger of the
Corporation with or into any other corporation or of the sale of the properties
and assets of the Corporation as, or substantially as, an entirety to any other
corporation, each share of Series D Preferred Stock shall after such capital
reorganization, reclassification of Common Stock, consolidation, merger or sale
be convertible upon the terms and conditions specified in this Section 7(g), for
the number of shares of stock or other securities or assets to which a holder of
the number of shares of Class A Common Stock into which a share of Series D
Preferred Stock is then convertible (at the time of such capital reorganization,
reclassification of Class A Common Stock, consolidation, merger or sale) would
have been entitled upon such capital reorganization, reclassification of Common
Stock, consolidation, merger or sale; and in any such case, if necessary, the
provisions set forth in this Section 7(g) with respect to the rights of
conversion thereafter of the Series D Preferred Stock shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any shares
of stock or other securities or assets thereafter deliverable on the conversion
of the Series D Preferred Stock. The Corporation 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 Corporation)
resulting from such consolidation or merger or the corporation purchasing such
assets or the appropriate corporation or entity shall assume by written
instrument the obligation to deliver to the holder of each share of Series D
Preferred Stock the shares of stock, securities or assets to which, in
accordance with the foregoing provisions, such holder may be entitled upon
conversion of such Series D Preferred Stock and all other obligations of the
Corporation under this Section 7(g), and effective provisions are made in the
Articles or Certificate of Incorporation of such successor or transferee
corporation (or other governing document of any successor entity which is not a
corporation) providing for conversion privileges relating to the Series D
Preferred Stock equivalent to those set forth in this Section 7(g).

                           (IV) If any question at any time arises with respect
to the number of shares of Class A Common Stock into which a share of Series D
Preferred Stock is convertible following

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<PAGE>

any adjustment pursuant to this Section 7(g), such question shall be determined
by agreement between the holders of a majority of the outstanding shares of
Series D Preferred Stock and the Corporation or, in the absence of such an
agreement by an independent investment banking firm or an independent appraiser
(in either case the cost of which engagement will be borne by the Corporation)
reasonably acceptable to the Corporation and the holders of a majority of
outstanding shares of Series D Preferred Stock and such determination shall be
binding upon the Corporation and the holders of the Series D Preferred Stock.

                           (V) Anything in this Section 7(g) to the contrary
notwithstanding, the Corporation shall be entitled to make such increases in the
number of shares of Class A Common Stock issuable upon conversion of shares of
Series D Preferred Stock, in addition to those adjustments required by this
Section 7(g), as it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Class A Common Stock, or any
issuance wholly for cash of any shares of Class A Common Stock at less than the
current market price, or any issuance wholly for cash of shares of Class A
Common Stock or securities which by their terms are convertible into or
exchangeable for shares of Class A Common Stock, or any issuance of rights,
options or warrants referred to hereinabove in this Section 7(g), hereinafter
made by the Corporation to the holders of its Class A Common Stock shall not be
taxable to them.

                           (VI) Upon any adjustment of the number of the shares
of Class A Common Stock issuable upon conversion of shares of Series D Preferred
Stock pursuant to this Section 7(g), the Corporation shall promptly but in any
event within 20 days thereafter, cause to be given to each of the registered
holders of the Series D Preferred Stock, at its address appearing on the
Register for the Series D Preferred Stock by registered mail, postage prepaid,
return receipt requested a certificate signed by its chairman, president or
chief financial officer setting forth the number of shares of Class A Common
Stock issuable upon conversion of shares of Series D Preferred Stock as so
adjusted and describing in reasonable detail the facts accounting for such
adjustment and the method of calculation used. Where appropriate, such
certificate may be given in advance and included as a part of the notice
required to be mailed under the other provisions of this resolution.

                           (VII) The Corporation will at all times have
authorized, and reserve and keep available, free from preemptive rights, for the
purpose of enabling it to satisfy any obligation to issue shares of Class A
Common Stock upon the conversion of the Series D Preferred Stock, the number of
shares of Class A Common Stock deliverable upon conversion of the Series D
Preferred Stock.

                           (VIII) The Corporation shall not be required to issue
fractional shares of Class A Common Stock upon conversion of the Series D
Preferred Stock but shall pay for any such fraction of a share an amount in cash
equal to the current market price per share of Class A Common Stock of such
share multiplied by such fraction.

                           (IX) The Corporation will pay all taxes attributable
to the issuance of shares of Class A Common Stock upon conversion of shares of
Series D Preferred Stock; provided that the

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<PAGE>

Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance of any shares of Class A Common Stock
in a name other than that of the registered holder of the Series D Preferred
Stock surrendered for conversion, and the Corporation shall not be required to
issue or deliver such certificate unless or until the person or persons
requesting the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation that
such tax has been paid.

         (h)      Notices to Holders of Series D Preferred Stock.
                  ----------------------------------------------

                  In the event:

                  (i) of any consolidation or merger to which the Corporation is
a party and for which approval of any stockholders of the Corporation is
required, or of the conveyance or transfer of the properties and assets of the
Corporation substantially as an entirety, or of any capital reorganization or
reclassification or change of the Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination); or

                  (ii)     of Liquidation; or

                  (iii) that the Corporation proposes to take any other action
which would require an adjustment in the number of shares of Class A Common
Stock or other securities or assets issuable upon conversion of shares of Series
D Preferred Stock pursuant to Section 7(g);

                  then the Corporation shall cause to be given to each of the
registered holders of the Series D Preferred Stock at its address appearing on
the Register for the Series D Preferred Stock, at least 20 calendar days prior
to the applicable record date hereinafter specified, by registered mail, postage
prepaid, return receipt requested, a written notice stating (1) the date as of
which the holders of record of Common Stock entitled to participate in the event
contemplated by clause (iii) above are to be determined, or (2) the date on
which any such consolidation, merger, conveyance, transfer or Liquidation is
expected to become effective, and the date as of which it is expected that
holders of record of Common Stock shall be entitled to exchange their shares for
securities or other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer or Liquidation.


                                       24
<PAGE>

         This Amendment to the Articles of Incorporation was duly adopted
pursuant to Section 607.1002 of the Florida Business Corporation Act by the
unanimous resolution of the Board of Directors on March 2, 2000.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed on March 2, 2000.

                                    GUARDIAN INTERNATIONAL, INC.


                                    By:  /s/ RICHARD GINSBURG
                                         -------------------------
                                    Name:  Richard Ginsburg
                                    Title: President and Chief Executive Officer


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