EXHIBIT 3(I)(D)

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                          GUARDIAN INTERNATIONAL, INC.

         We the undersigned, Richard Ginsburg, President and Chief Executive
Officer, and Sheilah Ginsburg, Secretary of Guardian International, Inc., a
Nevada corporation (the "Corporation"), do hereby certify:

         That the Board of Directors of the Corporation at a meeting duly
convened, held on the 14th day of October, 1997, adopted a resolution to amend
the original articles as follows:

         RESOLVED, Article FOURTH is deleted in its entirety and the following
is inserted in lieu thereof:

         "FOURTH.

         1. 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.

         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 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

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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.

                           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


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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 hold by persons entitled to
convert such shares into Class A Voting Common Stock).

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                           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.

         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;

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                           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;

                           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 paragraph 3(a) of this Article FOURTH 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 FOURTH 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.

         4. Subject to the provisions of paragraphs 2 and 3, 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.

         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.";

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         That the number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is 6,496,804 shares;
that the said change(s) and amendment have been consented to and approved by a
majority of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

                                            /S/ RICHARD GINSBURG
                                            ------------------------------------
                                            Richard Ginsburg, President
                                              and Chief Executive Officer

                                            /S/ SHEILAH GINSBURG
                                            ------------------------------------
                                            Sheilah Ginsburg, Secretary

State of Florida           )
                           )ss
County of Broward          )

        On OCTOBER 20, 1997, personally appeared before me, a Notary Public, L.
MARLENE CROSSLEY, who acknowledged that they executed the above instrument.

                                               /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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