EXHIBIT 4(D)

          AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS, VOTING POWERS,
       PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL
     RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF THE SERIES A
       9 3/4% CONVERTIBLE, CUMULATIVE PREFERRED STOCK PAR VALUE $.001 PER
                      SHARE OF GUARDIAN INTERNATIONAL, INC.

                     ("Amended Certificate of Designation")

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

I. A certificate of designations creating a series of Preferred Stock of the
Company designated as Series A 9:% Convertible Cumulative Preferred Stock (the
ASeries A Preferred Stock@) was filed with the Nevada Secretary of State on
November 24, 1997 (the "Original Designation").

II. The Board of Directors of the Company by unanimous written consent on March
12, 1998 adopted the following resolution amending the Original Designation:

         RESOLVED, that Section I of the Original Designation shall be amended
         and restated in its entirety as follows:

                           The first series of Preferred Stock of the Company is
                  designated "Series A 9:% 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 2,681,927 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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         RESOLVED, that Section V of the Original Designation shall be amended
         and restated in its entirety as follows:

                           (a) ELECTION OF DIRECTORS. Notwithstanding the other
                  provisions of this Section V, upon the occurrence of a Default
                  Event (hereafter defined) and for the duration of the Default
                  Period (hereafter defined) the holders of the 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 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
                  Preferred Stock to constitute a majority of the full Board. In
                  case the holders of the 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 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
                  Preferred Stock) held during the Default Period. In lieu of
                  the foregoing, the holders of the 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 Preferred Stock
                  outstanding and entitled to vote thereon.

                           (b) REMOVAL; VACANCIES. During the Default Period,
                  each director elected by the holders of the Preferred Stock
                  may be removed only by the vote of the holders of the majority
                  of the outstanding shares of the

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                  Preferred Stock, voting separately as a class, at a meeting of
                  the stockholders, or of the holders of shares of the Preferred
                  Stock, called for that purpose. During the Default Period, any
                  vacancy in the office of a director elected by the holders of
                  the Preferred Stock may be filled by a vote of the remaining
                  directors then in office elected by the holders of the
                  Preferred Stock, or, if not so filled, by the holders of the
                  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 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 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 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 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 Preferred Stock provided hereunder shall be immediately
                  divested, but always subject to the revesting of such right in
                  the holders of the Preferred Stock upon the occurrence of any
                  subsequent Default Event. In the event that such rights of the
                  holders of the Preferred Stock shall cease as provided above,
                  then the directors elected to the Board of Directors by the
                  holders of the 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
                  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 Preferred Stock


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                  Dividends when due whether consecutive or not and (ii) such
                  Preferred Stock 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.

III. The shareholder approval of this amendment required by Nev. Rev. Stat. '
78.1955, subsection 3, has been obtained.

IV. No class or series of stock is senior to the Series A Preferred Stock prior
to the date of this amendment.

V. The designation of the Series A Preferred Stock is not altered by this
amendment.


         IN WITNESS WHEREOF, the Company has caused this Amended Certificate of
Designation to be duly executed in its corporate name on this 12th day of March,
1998.

                                GUARDIAN INTERNATIONAL, INC.

                                By: /s/ Richard Ginsburg
                                    Name: Richard Ginsburg
                                    Its: President and Chief Executive Officer


                                By: /s/ Sheila Ginsburg
                                    Name: Sheila Ginsburg
                                    Its: Secretary

         This instrument was acknowledged before me on 3/12, 1998 by Richard
Ginsburg, as President of Guardian International, Inc.

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