Exhibit 4(b)

         CERTIFICATE OF THE DESIGNATIONS, VOTING POWERS, PREFERENCES AND
         RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND
        QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF PREFERRED STOCK OF
                          GUARDIAN INTERNATIONAL, INC.

          The undersigned hereby certify that they are the duly elected and
acting President and Secretary of Guardian International, Inc., a Nevada
corporation, (the "Company"), and pursuant to Nev. Rev. Stat. ss. 78.1955, DO
HEREBY CERTIFY:

         That, pursuant to the authority conferred upon the Board of Directors
of the Company (the "Board") by Article FOURTH of the Company's Articles of
Incorporation (the "Articles"), the Board by unanimous written consent dated
October 21, 1997 adopted the following resolutions:

                  RESOLVED, that the amendments to Article FOURTH of the
         Articles to be filed with the Nevada Secretary of State on November 24,
         1997 to (a) authorize the Company to issue 30,000,000 shares of
         blank-check preferred stock, par value $.001 per share (the "Preferred
         Stock"), and (b) increase the number of authorized shares of Class B
         Nonvoting Common Stock of the Company, par value $.001 per share, from
         484,035 shares to 1,000,000 shares are hereby approved; and further

                  RESOLVED, that the Board hereby establishes and authorizes the
         issuance of a first series of the Preferred Stock and hereby fixes the
         number of shares to constitute the first series, the annual rate of
         dividends payable on such shares and the date from which dividends
         shall commence to accrue, the terms and conditions on which the shares
         may or shall be converted, as the case may be, and the voting rights
         and liquidation preferences of such shares, as follows:

                  I.       DESIGNATION AND RANK.

                           The first series of Preferred Stock of the Company is
                  designated "Series A 9 3/4% Convertible Cumulative Preferred
                  Stock, par value $.001 per share" (the "Series A Preferred
                  Stock"), and the number of shares which shall constitute such
                  Series shall be 1,875,000 shares. All shares of Series A
                  Preferred Stock shall rank equally and be identical in all
                  respects. So long as the Series A Preferred Stock is
                  outstanding, unless consented to by the affirmative vote of
                  2/3 of the holders of the outstanding Series A Preferred
                  Stock, the Company shall not issue additional securities of
                  any kind, including shares of preferred stock of any class,
                  (including without limitation additional shares of Series A
                  Preferred Stock other than Dividend Preferred Shares) series
                  or designation ranking in priority or in parity as to rights
                  and preferences with the Series A Preferred Stock now or
                  hereafter authorized.

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                  II.      DIVIDENDS.

                           The holders of the Series A Preferred Stock, in
                  preference to the holders of Common Stock and any other class
                  or classes of stock of the Company ranking junior in rights
                  and preferences to the Series A 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 9 3/4%, payable as follows:

                           (a) Series A Preferred Stock dividends (the
                  "Dividends") shall commence to accrue on the shares of
                  Preferred Stock and be cumulative from and after the date of
                  issuance of such shares of Series A Preferred Stock and shall
                  be deemed to accumulate and accrue from day to day thereafter.

                           (b) The Dividends shall be payable to the holders of
                  the Series A Preferred Stock quarterly on the 1st day of
                  January, April, July and November at the Company's option in
                  cash or in additional shares of Series A Preferred Stock
                  ("Dividend Preferred Shares") during the first two years after
                  the date of issuance of such shares of Series A Preferred
                  Stock. Thereafter, Dividends shall be paid quarterly on the
                  1st day of January, April, July and November in cash. 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 A Preferred Stock.

                  III.     REDEMPTION.

                           The Series A Preferred Stock shall not be redeemable
                  by the Company.

                  IV.      VOTING RIGHTS.

                           The holders of Series A Preferred Stock shall be
                  entitled to vote with the Common Stock on all matters required
                  or permitted to be submitted to the stockholders of the
                  Company for their approval, but not as a separate class,
                  except to the extent required by Nevada law, and shall have
                  such other voting rights as specifically provided under Nevada
                  law.

                  V.       SPECIAL VOTING RIGHTS.

                           (a) ELECTION OF DIRECTORS. Notwithstanding the other
                  provisions of this Section V, upon the occurrence of a Default
                  Event

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                  (hereafter defined) and for the duration of the Default Period
                  (hereafter defined) the holders of the Series A Preferred
                  Stock, in addition to any other voting rights they may have
                  herein or by law, shall be entitled to vote (voting as a class
                  by a majority of the outstanding shares thereof) for the
                  election to the Board of Directors of the smallest number of
                  directors necessary to constitute at any given time a majority
                  of the number of members of the Board of Directors, 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 A Preferred Stock shall be entitled to
                  designate (voting as a class 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 Series A Preferred Stock to constitute a majority
                  of the full Board. In case the holders of the Series A
                  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 herein or 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 A 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 A Preferred Stock)
                  held during the Default Period. In lieu of the foregoing, the
                  holders of the Series A 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 A Preferred Stock
                  outstanding and entitled to vote thereon.

                           (b) REMOVAL; VACANCIES. During the Default Period,
                  each director elected by the holders of the Series A Preferred
                  Stock may be removed only by the vote of the holders of the
                  majority of the outstanding shares of the Series A Preferred
                  Stock, voting separately as a class, at a meeting of the
                  stockholders, or of the holders of shares of the Series A
                  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 A Preferred Stock may be filled by a
                  vote of the remaining directors then in office elected by the
                  holders of the Series A Preferred Stock, or, if not so filled,
                  by the holders of the Series A 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 the Series A Preferred Stock, may be
                  called for the purpose of filling any such vacancy. In the
                  case of removal of any

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                  such director, the vacancy may be filled at the same meeting
                  at which such removal shall be voted. Holders of the Series A
                  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 A Preferred Stock may
                  take any of such action by a written consent signed by the
                  holders of at least a majority of the shares of the Series A
                  Preferred Stock outstanding and entitled to vote thereon.

                           (c) EXPIRATION OF RIGHT. Upon termination of the
                  Default Period, the special voting rights of the holders of
                  the Series A Preferred Stock provided hereunder shall be
                  immediately divested, but always subject to the revesting of
                  such right in the holders of the Series A Preferred Stock upon
                  the occurrence of any subsequent Default Event. In the event
                  that such rights of the holders of the Series A Preferred
                  Stock shall cease as provided above, then the directors
                  elected to the Board of Directors by the holders of the Series
                  A 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 the Series A Preferred Stock, the
                  holders of the Common Stock or the Board of Directors.

                           (d) DEFAULT EVENT. For purposes hereof, a "Default
                  Event" occurs on the date that (i) the Company has failed to
                  pay any four quarterly Dividends when due whether consecutive
                  or not and (ii) such Dividends remain unpaid.

                           (e) DEFAULT PERIOD. For purposes hereof, "Default
                  Period" means a period commencing on the date a Default Event
                  occurs and ending upon the payment of the next quarterly
                  Dividend in full and such cumulative Dividends in arrears in
                  full, such that not more than three quarterly Dividends shall
                  be in arrears.

                  VI.      LIQUIDATION.

                           (a) The Series A Preferred Stock shall be preferred
                  upon liquidation over the Common Stock and any other class or
                  classes of stock of the Company ranking junior in rights and
                  preferences to the Series A Preferred Stock upon liquidation.
                  Holders of shares of Series A Preferred Stock shall be
                  entitled to be paid, after full payment is made on any stock
                  ranking prior to the Series A Preferred Stock as to rights and
                  preferences (but before any distribution is made to the
                  holders of the Common Stock and such junior stock) upon the

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                  voluntary or involuntary dissolution, liquidation or winding
                  up of the Company (a "Liquidation").

                           (b) The amount payable on each share of Series A
                  Preferred Stock in the event of Liquidation shall be $2.00 per
                  share.


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

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

                           (e) Notwithstanding the foregoing, in the event that
                  any holder of Series A Preferred Stock converts its Series A
                  Preferred Stock to Common Stock pursuant to Section VII
                  hereof, the right to preferential liquidation rights pursuant
                  to this Section with respect to such converted Shares shall be
                  immediately terminated.

                  VII.     CONVERSION.

                           (a) Subject to the provisions for adjustment
                  hereinafter set forth, each share of Series A Preferred Stock
                  shall be convertible at any time at the option of the holder
                  thereof, upon surrender to the transfer agent for the Series A
                  Preferred Stock or the Company of the certificate or
                  certificates evidencing the shares so to be converted, into
                  one fully paid and nonassessable share of Class A Common Stock
                  of the Company, par value $.001 per share ("Class A Common
                  Stock").

                           (b) Subject to the provisions for adjustment
                  hereinafter set forth, the Series A Preferred Stock must be
                  converted to Class A Common Stock:

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                                    (i) upon a secondary public offering by the
                  Company of at least 2,500,000 shares of Class A Common Stock
                  at not less than $2.00 per share; or

                                    (ii) if, at any time after two years from
                  the date of issuance of the Series A Preferred Stock, the
                  Class A Common Stock trades above $3.00 per share for 20
                  consecutive trading days.

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

                                  (i) In the event that the Company 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 A Preferred Stock outstanding at
                  the time of the record date for such dividend or of the
                  effective date of such split, subdivision or combination shall
                  thereafter be convertible into the aggregate number of shares
                  of Class A Common Stock which, if such share of Series A
                  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 A 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 subsection VII(c)(ii) are not required to be
                  made shall be carried forward and taken into account in any
                  subsequent adjustment. All calculations under this Section
                  VII(c) 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 Company, 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 Company with or the merger of the Company with or into any
                  other corporation or of the sale of the properties and assets
                  of the Company as, or

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                  substantially as, an entirety to any other corporation, each
                  share of Series A 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 VII, 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 A 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 VII with respect to the rights of
                  conversion thereafter of the Series A 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 A Preferred Stock. 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 or the appropriate corporation or entity shall assume
                  by written instrument, the obligation to deliver to the holder
                  of each share of Series A 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 A Preferred Stock and all other
                  obligations of the Company under this Section VII, and
                  effective provisions are made in the Articles or Certificate
                  of Incorporation of such successor or transferee corporation
                  providing for conversion privileges relating to the Series A
                  Preferred Stock equivalent to those set forth in this Section
                  VII.

                                 (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 A Preferred Stock is convertible
                  following any adjustment pursuant to this Section VII, such
                  question shall be determined by agreement between the holders
                  of a majority of the outstanding shares of Series A Preferred
                  Stock and the Company 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 Company) reasonably acceptable to the Company and
                  the holders of a majority of outstanding shares of Series A
                  Preferred Stock and such determination shall be binding upon
                  the Company and the holders of the Series A Preferred Stock.

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                                  (v) Anything in this Section VII to the
                  contrary notwithstanding, the Company shall be entitled to
                  make such increases in the number of shares of Class A Common
                  Stock issuable upon conversion of shares of Series A Preferred
                  Stock, in addition to those adjustments required by this
                  Section VII, 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 VII, hereinafter made by the
                  Company 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 A Preferred Stock pursuant to this Section
                  VII, the Company shall promptly but in any event within 20
                  days thereafter, cause to be given to each of the registered
                  holders of the Series A Preferred Stock, at its address
                  appearing on the Register for the Series A 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 A
                  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 Company 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 A Preferred Stock, the number of
                  shares of Class A Common Stock deliverable upon conversion of
                  the Series A Preferred Stock.

                               (viii) The Company shall not be required to issue
                  fractional shares of Class A Common Stock upon conversion of
                  the Series A 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.

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                                 (ix) The Company will pay all taxes
                  attributable to the issuance of shares of Class A Common Stock
                  upon conversion of shares of Series A Preferred Stock;
                  provided that the Company shall not be required to pay any tax
                  which may be payable in respect of any transfer involved in
                  the issue of any shares of Class A Common Stock in a name
                  other than that of the registered holder of the Series A
                  Preferred Stock surrendered for conversion, and the Company
                  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 Company the amount of such tax
                  or shall have established to the satisfaction of the Company
                  that such tax has been paid.

                  VIII.    NOTICES TO HOLDERS OF SERIES A PREFERRED STOCK.

                           In the event:

                           (a) of any consolidation or merger to which the
                  Company is a party and for which approval of any stockholders
                  of the Company is required, or of the conveyance or transfer
                  of the properties and assets of the Company 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

                           (b) of Liquidation; or

                           (c) that the Company 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 A Preferred Stock
                  pursuant to Section VII;

                  then the Company shall cause to be given to each of the
                  registered holders of the Series A Preferred Stock at its
                  address appearing on the Register for the Series A 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
                  (i) the date as of which the holders of record of Common Stock
                  entitled to participate in the event contemplated by clause
                  (c) above are to be determined, or (ii) 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

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                  their shares for securities or other property, if any,
                  deliverable upon such reclassification, consolidation, merger,
                  conveyance, transfer or Liquidation. The failure to give the
                  notice required by this Section VIII or any defect therein
                  shall not affect the legality or validity of any distribution,
                  right, warrant, consolidation, merger, conveyance, transfer or
                  Liquidation, or the vote upon any action.



         IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed in its corporate name on this 20th day of October, 1997.


                                     GUARDIAN INTERNATIONAL, INC.


                                     By: /s/ Richard Ginsburg
                                           Richard Ginsburg, President and
                                              Chief Executive Officer


                                     By: /s/ Sheilah Ginsburg
                                           Sheilah Ginsburg, Secretary

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STATE OF FLORIDA                    )
                                    )
COUNTY OF BROWARD                   )


         BEFORE ME, the undersigned authority, personally appeared RICHARD
GINSBURG and SHEILAH GINSBURG, to me known to be the President and Chief
Executive Officer and Secretary, respectively, of GUARDIAN INTERNATIONAL, INC.,
a Nevada corporation, who acknowledged before me that they have executed the
foregoing Certificate in their respective capacity as officers of the said
corporation for the reasons and purpose therein expressed, and that the
statements contained in the said Certificate are true and correct.

         Sworn to and subscribed before me at Broward, Florida this 20 day of
October, 1997.

                                              /s/ L. Marlene Crossley
                                              L. Marlene Crossley
                                              Notary Public, State of Florida
                                              Commission No. CC570109
                                              My Commission Expires: 08/11/2000

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