<PAGE>
                                                                   Exhibit 10.2



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





No. PAW-___                                  Number of Shares Purchasable
Issue Date: ______, 2004                     Upon Exercise of Warrant:  ______

          Void after 5:00 p.m. Washington, D.C., Time on ________, 2009

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                            PLACEMENT AGENT'S WARRANT

         This is to certify that,  subject to the  provisions of this  Placement
Agent's Warrant (the "Warrant") and for value received, Berthel Fisher & Company
Financial   Services,   Inc.   (the   "Holder"),   is   entitled   to   purchase
___________________  (______) shares of common stock,  $.001 par value per share
(the "Common  Stock"),  subject to adjustment  as set forth herein,  of Guardian
Technologies International,  Inc., a Delaware corporation (the "Company"), at an
exercise  price of One Dollar  Ninety Two Cents  ($1.92)  per share,  subject to
adjustment as set forth herein (the  "Exercise  Price"),  at any time during the
period  beginning  _________,  2004 (the "Exercise  Date"),  and ending five (5)
years after the Exercise Date (the "Expiration  Date"),  but not later than 5:00
p.m. Eastern Standard Time on the Expiration Date.

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

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

                                       20
<PAGE>

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

                  (b) FORMS OF PAYMENT AUTHORIZED: Payment of the Exercise Price
may be made (i) in cash or by certified or bank cashier's check,  (ii) by tender
to the Company for  cancellation  of a portion of this  Warrant,  which  portion
shall be deemed to have a value equal to the  difference  between  the  Exercise
Price and the fair market value of the Common Stock purchasable upon exercise of
the portion of the Warrant  tendered (as  determined  by reference to average of
the closing  transaction  prices or in the absence  thereof,  the average of the
closing  bid and  asked  prices,  for the  five  (5)  trading  days  immediately
preceding  the date that  such  tender  is  made),  or (iii) by any  combination
thereof.

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

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

         4.  EXCHANGE,  TRANSFER  OR  ASSIGNMENT  OF  WARRANT.  Subject  to  the
provisions  of  this  Section  4  and  of  Section  9  below,  this  Warrant  is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and surrender hereof to the Company or the Transfer Agent, for other warrants of
different  denominations  entitling  the  holder  thereof  to  purchase  in  the
aggregate  the same  number of shares of  Common  Stock  purchasable  hereunder.
Subject  to the  provisions  of this  Section  4 and of  Section  9 below,  upon
surrender of this Warrant to the Company or the Transfer Agent  accompanied  by:
(a) the form of  assignment  which is  attached  hereto as Annex B (the "Form of
Assignment")  duly executed;  and (b) funds  sufficient to pay any transfer tax,

                                       21
<PAGE>

the Company shall, without charge, execute and deliver a new warrant in the name
of the assignee  named in the Form of Assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other  warrants which
carry the same rights upon  presentation  hereof at the office of the Company or
the Transfer Agent,  accompanied by a written notice signed by the Holder hereof
specifying the names and denominations in which new warrants are to be issued.

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

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

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

                                       23
<PAGE>

and kind of  securities  issuable  upon  exercise  of this  Warrant  after  such
adjustment;  and (ii) cause a notice to be sent to the Holder  stating that such
adjustment  has been effected and stating the Exercise  Price then in effect and
the number and kind of securities issuable upon exercise of this Warrant.

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

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

         8.  REGISTRATION  RIGHTS.  The Company  hereby  covenants and agrees as
follows:

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

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

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

                  (b)  PIGGY-BACK  REGISTRATION  RIGHTS.  In the event that (but
without any  obligation  to do so) the Company  proposes to register  any of its
securities  under the Securities Act in connection  with the public  offering of

                                       24
<PAGE>

such securities solely for cash (other than a registration on Form S-4, Form S-8
or any form which does not include  substantially  the same information as would
be required to be included in a registration  statement covering the sale of the
Registrable  Securities),  the  Company  shall  promptly  give the Holder of the
Registrable  Securities  written notice of such  registration  (the  "Piggy-Back
Notice").  Upon the written  request of the Holder given within twenty (20) days
after receipt of such  Piggy-Back  Notice from the Company,  the Company  shall,
subject to the provisions of Subsections 8(h), 8(i) and 8(j) below,  cause to be
included in the registration statement filed by the Company under the Securities
Act all of the  Registrable  Securities  that the  Holder  has  requested  to be
registered; PROVIDED, HOWEVER, that the Company shall have no such obligation if
such registration  statement relates to an underwritten  offering by the Company
and the managing  underwriter  of the subject  offering has expressed in writing
its  objection  to the same to the  Company.  To the  extent  that the Holder is
offered the opportunity  hereunder to include all of its Registrable  Securities
in a  registration  statement,  such Holder will be deemed to have exercised its
sole piggy-back  registration right provided by this Subsection 8(b), unless the
Holder has been  denied the right to  participate  in such  registration  by the
managing underwriter of the registration, pursuant to this section.

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

                  (d) DEFINITION OF EXPENSES.

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

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

                  (e)  EXPENSE  OF  REGISTRATION.   All  Registration   Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
herewith, shall be borne by the Company, and all Selling Expenses shall be borne
by the Holder of the  Registrable  Securities,  except in the case of legal fees
incurred by the Holder,  which shall be paid by the Holder regardless of whether
the securities registered hereunder have in fact been sold.

                                       25
<PAGE>

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

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

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

                  (iv)  To  the  extent  permitted  by  law,  the  Company  will
indemnify and hold harmless the Holder, the officers,  directors and partners of
the Holder,  any  underwriter  (as defined in the Securities Act) for the Holder
and each  person or entity,  if any,  that  controls  the Holder or  underwriter
within the  meaning of the  Securities  Act or the  Exchange  Act,  against  any
losses, claims, damages or liabilities (joint or several) to which he may become
subject  under the  Securities  Act, the Exchange Act or other  Federal or state
law,  insofar as such  losses,  claims,  damages or  liabilities  (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively,  a "Violation"): (A) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein or any  amendments or supplements  thereto;  (B) the omission or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading; or (C) any violation or
alleged  violation by the Company of the  Securities  Act, the Exchange Act, any
applicable state securities law or any rule or regulation  promulgated under the
Securities Act, the Exchange Act or any applicable state securities law; and the
Company  will  reimburse  each  such  Holder,  officer,   director  or  partner,
underwriter or any controlling person for any legal or other expenses reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability  or action;  provided,  however,  that the  indemnity
agreement  contained  in this  subsection  shall  not apply to  amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such

                                       26
<PAGE>

settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld),  nor shall the Company be liable in any such case
for any such loss,  claim,  damage,  liability  or action to the extent  that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with such  registration by the Holder,  underwriter or controlling  person;  and
further provided,  however, that the foregoing indemnity agreement is subject to
the  condition  that,  insofar as it relates  to any untrue  statement,  alleged
untrue  statement,   omission  or  alleged  omission  made  in  any  preliminary
prospectus  but  eliminated  or  remedied  in the  definitive  prospectus,  such
indemnity  agreement shall not inure to the benefit of any underwriter or broker
(or the  benefit of any  person or entity  that  controls  such  underwriter  or
broker),  if a copy of the  definitive  prospectus was not sent or given to such
person with or prior to the  confirmation of the sale of such securities to such
person or entity.

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

                  (vi) Promptly after receipt by an indemnified party under this
Subsection  8(h) of notice of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Subsection 8(h), notify
the  indemnifying  party  in  writing  of  the  commencement   thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  notified,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own  counsel,  with  reasonable  fees and  expenses
thereof  to be  paid  by the  indemnifying  party,  if  representation  of  such
indemnified  party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding. The failure to notify an indemnifying party within a reasonable time
of the commencement of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified  party under this Subsection 8(h), but the omission so to notify
the indemnifying  party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Subsection 8(h).


                                       27
<PAGE>

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

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

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

                  (j) TERMINATION OF THE COMPANY'S OBLIGATIONS.

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

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

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

         9.  TRANSFER TO COMPLY  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE
SECURITIES  LAWS.  Neither this Warrant nor the shares of Common Stock (or other
securities)  issuable  upon  exercise  hereof  have  been  registered  under the
Securities Act or under state securities  laws.  Except as provided in Section 4
above:  (a) this Warrant may not be  transferred,  assigned,  pledged,  sold, or
otherwise  disposed of; and (b) the shares of Common Stock (or other securities)
issuable  upon  exercise  of  this  Warrant  may not be  transferred,  assigned,
pledged,  sold or otherwise  disposed of in the absence of registration under or

                                       28
<PAGE>

exemption from the applicable provisions of the Securities Act unless the Holder
provides  the  Company  with  an  opinion  of  counsel  in  form  and  substance
satisfactory  to the  Company  (together  with such  other  representations  and
warranties as the Company may request) that the shares of Common Stock issued or
issuable,  as  applicable,   upon  exercise  of  this  Warrant  may  be  legally
transferred  without  violating  the  Securities  Act, and any other  applicable
securities  law and then only against  receipt of an agreement of the transferee
(in  form  and  substance  satisfactory  to the  Company)  to  comply  with  the
provisions  of this section with respect to any resale or other  disposition  of
such securities.


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


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


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


         13.  AGREEMENT  OF  WARRANT  HOLDERS.  The  Holder,  by his  acceptance
thereof,  consents and agrees with the Company and any Transfer or Warrant Agent
that:


                                       29
<PAGE>

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


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


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


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


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



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

                                       30
<PAGE>

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

         17. ENTIRE AGREEMENT.  This Warrant is intended to and does contain and
embody the entire understanding and agreement of the Company and the Holder with
respect to the  subject  matter  hereof and there  exists no oral  agreement  or
understanding, express or implied, whereby the absolute, final and unconditional
character  and  nature  of  this  Warrant  shall  be  in  any  way  invalidated,
unempowered or affected.



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



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


                                       31
<PAGE>



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

                                            GUARDIAN TECHNOLOGIES
                                            INTERNATIONAL, INC.


[SEAL]                                      By: ________________________________
                                                Name:  _________________________
                                                Title: _________________________


Attest:


By:______________________________________
   Secretary


                                       32

<PAGE>




                      Annex A to Placement Agent's Warrant

                              FORM OF SUBSCRIPTION

     (Complete and sign only upon exercise of the Placement Agent's Warrant
                              in whole or in part.)


To:      Guardian Technologies International, Inc.

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

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


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

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

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


-----------------------------     ----------------------------------------------
(Name of Holder)                    (Social Security or Taxpayer Identification
                                    Number of Holder, if applicable)

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

---------------------------------------------
Signature Guaranteed:


                                       33
<PAGE>

                      Annex B to Placement Agent's Warrant

                               FORM OF ASSIGNMENT

           (To be executed upon transfer of Placement Agent's Warrant)

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers  to  ______________________  the right  represented  by the  Placement
Agent's  Warrant  (No.  PAW-__) to which this Form of  Assignment  applies  with
respect to  ___________  of the shares  issuable  upon  exercise  of the warrant
together with all right, title and interest therein, and does hereby irrevocably
constitute  and  appoint   ______________________   attorney  to  transfer  such
Placement  Agent's  Warrant on the warrant  register  of  Guardian  Technologies
International,  Inc.,  the issuer of the Placement  Agent's  Warrant,  with full
power of  substitution.  Upon such sale,  assignment or transfer,  a new warrant
certificate  covering the warrants  represented by the Placement Agent's Warrant
(PAW-__) not being so sold,  assigned or transferred,  shall be issued to and in
the name of the  undersigned  in  accordance  with  Section  4 of the  Placement
Agent's Warrant



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


                                    Signature: _________________________





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



                                    Signature Guaranteed: _____________________


                                       34