AMENDED AND RESTATED BY-LAWS

                                       OF

                          GUARDIAN INTERNATIONAL, INC.,
                              a Nevada Corporation

                               ARTICLE I - OFFICES

         The principal office of the corporation in the State of Nevada shall be
located in the City of Las Vegas, County of Clark. The corporation may have such
other offices, either within or without the State of incorporation as the board
of directors may designate or as the business of the corporation may from time
to time require.

                            ARTICLE II - STOCKHOLDERS

         1.       ANNUAL MEETING.

                  The annual meeting of the stockholders shall be held on the
15th day of April in each year, beginning with the year 1996 at the hour 2
o'clock P.M., for the purpose of electing directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.

         2.       SPECIAL MEETINGS.

                  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
or by the directors, and shall be called by the president at the request of the
holders of not less than fifty per cent of all the outstanding shares of the
corporation entitled to vote at the meeting.

         3.       PLACE OF MEETING.

                  The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.



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         4.       NOTICE OF MEETING.

                  Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than two days nor more than
thirty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.

         5.       CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

                  For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, ten days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the directors may fix in advance a date as the record date
for any such determination of stockholders, such date in any case to be not more
than thirty days and, in case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

         6.       VOTING LISTS.

                  The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least five days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
five days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the

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stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.

         7.       QUORUM.

                  At any meeting of stockholders fifty-one percent of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders. If less than
said number of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         8.       PROXIES.

                  At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting.

         9.       VOTING.

                  Each stockholder entitled to vote in accordance with the terms
and provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.

         10.      ORDER OF BUSINESS.

                  The order of business at all meetings of the stockholders,
shall be as follows:

                  1. Roll Call.

                  2. Proof of notice of meeting or waiver of notice.

                  3. Reading of minutes of preceding meeting.

                  4. Reports of Officers.

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                  5. Reports of Committees.

                  6. Election of Directors.

                  7. Unfinished Business.

                  8. New Business.

         11.      INFORMAL ACTION BY STOCKHOLDERS.

                  Unless otherwise provided by law, any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.

                        ARTICLE III - BOARD OF DIRECTORS

         1.       GENERAL POWERS.

                  The business and affairs of the corporation shall be managed
by its board of directors. The directors shall in all cases act as a board, and
they may adopt such rules and regulations for the conduct of their meetings and
the management of the corporation, as they may deem proper, not inconsistent
with these by-laws and the laws of this State.

         2.       NUMBER, TENURE AND QUALIFICATIONS.

                  The number of directors of the Corporation shall be eight.
Each director shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.

         3.       REGULAR MEETINGS.

                  A regular meeting of the directors, shall be held without
other notice than this by-law immediately after, and at the same place as, the
annual meeting of stockholders. The directors may provide, by resolution, the
time and place for the holder of additional regular meetings without other
notice than such resolution.

         4.       SPECIAL MEETINGS.

                  Special meetings of the directors may be called by or at the
request of the president or any two directors. The person or persons authorized
to call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.

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         5.       NOTICE.

                  Notice of any special meeting shall be given at least two days
previously thereto by written notice delivered business address. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

         6.       QUORUM.

                  At any meeting of the directors two directors shall constitute
a quorum for the transaction of business, but if less than said number is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

         7.       MANNER OF ACTING.

                  The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the directors.

         8.       NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

                  Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any reason except
the removal of directors without cause may be filled by a vote of a majority of
the directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.

         9.       REMOVAL OF DIRECTORS.

                  Any or all of the directors may be removed for cause by vote
of the stockholders or by action of the board. Directors may be removed without
cause only by vote of the stockholders.

         10.      RESIGNATION.

                  A director may resign at any time by giving written notice to
the board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

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         11.      COMPENSATION.

                  No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
thereof.

         12.      PRESUMPTION OF ASSENT.

                  A director of the corporation who is present at a meeting of
the directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who vote in favor of such
action.

         13.      EXECUTIVE AND OTHER COMMITTEES.

                  The board, by resolution, may designate from among its members
an executive committee and other committees, each consisting of two or more
directors. Each such committee shall serve at the pleasure of the board.

                              ARTICLE IV - OFFICERS

         1.       NUMBER.

                  The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer, each of whom shall be elected by
the directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.

         2.       ELECTION AND TERM OF OFFICE.

                  The officers of the corporation to be elected by the directors
shall be elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.

         3.       REMOVAL.

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                  Any officer or agent elected or appointed by the directors may
be removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

         4.       VACANCIES.

                  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.

         5.       PRESIDENT.

                  The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.

         6. VICE-PRESIDENT.

                  In the absence of the president or in event of his death,
inability or refusal to act, the vice-president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice-President shall perform such
other duties as from time to time may be assigned to him by the President or by
the directors.

         7.       SECRETARY.

                  The secretary shall keep the minutes of the stockholders' and
of the directors' meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of these
by-laws or as required, be custodian of the corporate records and of the seal of
the corporation and keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder, have
general charge of the stock transfer books of the corporation and in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the directors.

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         8.       TREASURER.

                  If required by the directors, the treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. he shall have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.

         9.       SALARIES.

                  The salaries of the officers shall be fixed from time to time
by the directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

                ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

         1.       CONTRACTS.

                  The directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.

         2.       LOANS.

                  No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.

         3.       CHECKS, DRAFTS, ETC.

                  All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
directors.


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         4.       DEPOSITS.

                  All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the directors may select.

             ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         1.       CERTIFICATES FOR SHARES.

                  Certificates representing shares of the corporation shall be
in such form as shall be determined by the directors. Such certificates shall be
signed by the president and by the secretary or by such other officers
authorized by law and by the directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefore upon such terms and indemnity to
the corporation as the directors may prescribe.

         2.       TRANSFERS OF SHARES.

                  (a) Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.

                  (b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of this state.

                            ARTICLE VII - FISCAL YEAR

         The fiscal year of the corporation shall begin on the 1st day of
January in each year.


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                            ARTICLE VIII - DIVIDENDS

         The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

                                ARTICLE IX - SEAL

         The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".

                          ARTICLE X - WAIVER OF NOTICE

         Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                             ARTICLE XI - AMENDMENTS

         These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.

                          ARTICLE XII - INDEMNIFICATION

         1.       INDEMNIFICATION

                  (a) Except as provided below, the Corporation shall, and does
hereby, indemnify, to the fullest extent permitted or authorized by current or
future legislation or current or future juridical or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader indemnification rights
than permitted prior to such legislation or decision), each person (including
the heirs, executors, administrators and estate of the person) who was or is a
party, or is threatened to be made a party, or was or is a witness, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and any appeal therefrom
(collectively, a "Proceeding"), against all liability (which for purposes of
this Article includes all judgments, settlements, penalties and fines) and
costs, charges, and expenses (including 

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attorneys' fees) asserted against him or incurred by him by reason of the fact
that the person is or was a director, officer or employee of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including serving as a fiduciary of an employee benefit plan).

                  (b) Notwithstanding the foregoing, except with respect to the
indemnification specified in paragraph 3 of this Article, (i) the Corporation
shall indemnify a person entitled to indemnification under subparagraph "(a)" in
connection with a Proceeding (or part thereof) initiated by an indemnified
person only if authorization of the Proceeding (or part thereof) was not denied
by the Board of Directors of the Corporation within 60 days after receipt of
notice thereof from the indemnified person and (ii) the Corporation shall not be
required to indemnify or advance costs to any director or officer (or such
person's heirs, executors, administrators or estate) in an action in which such
person is an adverse party to the Corporation.

         2.       ADVANCE OF COSTS, CHARGES AND EXPENSES.

                  Costs, charges and expenses (including attorneys' fees)
incurred by a person referred to in paragraph 1(a) of this Article in defending
a Proceeding shall be paid by the Corporation to the fullest extent permitted or
authorized by current or future legislation or current or future judicial or
administrative decisions (but, in the case of any future legislation or
decisions, only to the extent that it permits the Corporation to provide broader
rights to advance costs, charges and expenses than permitted prior to the
legislation or decisions) in advance of the final disposition of the Proceeding,
upon receipt of an undertaking reasonably satisfactory to the Board of Directors
(the "Undertaking') by or on behalf of the indemnified person to repay all
amounts so advanced if it is ultimately determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article;
provided that, in connection with a Proceeding (or part thereof) initiated by
such person (except a Proceeding authorized by paragraph 3 of this Article), the
Corporation shall pay the costs, charges and expenses in advance of the final
disposition of the Proceeding only if authorization for the Proceeding (or part
thereof) was not denied by the Board of Directors of the Corporation within 60
days after receipt of a request for advancement accompanied by an Undertaking. A
person to whom costs, charges and expenses are advanced pursuant to this Article
shall not be obligated to repay pursuant to the Undertaking until the final
determination of (a) the pending Proceeding in a court of competent jurisdiction
concerning the right of that person to be indemnified or (b) the obligation of
the person to repay pursuant to the Undertaking. The Board of Directors may,
upon approval of the indemnified person, authorize the Corporation's counsel to
represent the person in any action, suit or proceeding, whether or not the
Corporation is a party to the action, suit or proceeding.

         3.       PROCEDURE FOR INDEMNIFICATION.

                  Any indemnification or advance under this Article shall be
made promptly, and in any event within 60 days after delivery of the written
request of the director, officer or employee.


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The right to indemnification or advances granted by this Article shall be
enforceable by the director, officer or employee in any court of competent
jurisdiction if the Corporation denies the request under this Article in whole
or in part, or if no disposition of the request is made within the 60-day period
after delivery of the request. The requesting person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any action shall also be indemnified by
the Corporation. It shall be a defense available to the Corporation to assert in
the action that indemnification is prohibited by law or that the claimant has
not met the standard of conduct, if any, required by current or future
legislation or by current or future judicial or administrative decisions for
indemnification (but, in the case of future legislation or decision, only to the
extent that the legislation does not impose a more stringent standard of conduct
than permitted prior to the legislation or decisions). The burden of proving
this defense shall be on the Corporation. Neither (a) the failure of the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, and its shareholders) to have made a determination
(prior to the commencement of the action) that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of
conduct, if any, nor (b) the fact that there has been an actual determination by
the Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, and its stockholders) that the claimant has not met
the applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

         4.       SURVIVAL OF INDEMNIFICATION

                  The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may now or
hereafter be entitled under any statute, agreement, vote of stockholders or
disinterested directors or recommendation of counsel or otherwise, both as to
actions in the person's capacity as an officer, director or employee and as to
actions in another capacity while still an officer, director or employee, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the estate, heirs, beneficiaries,
executors and administrators of such a person. All rights to indemnification
under this Article shall be deemed to be a contract between the Corporation and
each director, officer and employee of the Corporation described in paragraph 1
of this Article who serves or served as such at any time while this Article is
in effect. Any repeal or modification of this Article or any repeal or
modification of relevant provisions of Chapter 78 of the Nevada Revised Statutes
or any other applicable laws shall not in any way diminish the rights to
indemnification of such director, officer or employee or the obligations of the
Corporation arising hereunder for claims relating to matters occurring prior to
the repeal or modification. The Board of Directors of the Corporation shall have
the authority, by resolution, to provide for indemnification of employees or
agents of the Corporation and for such other indemnification of the directors,
officers and employees of the Corporation as it deems appropriate.


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         5.       INSURANCE

                  The corporation may purchase and maintain insurance on behalf
of any person who is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan),
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or the applicable provisions of Chapter 78 of the
Nevada Revised Statutes.

         6.       SAVINGS CLAUSE.

                  If this Article or any portion is invalidated or held to be
unenforceable on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each director, officer and employee of
the Corporation described in paragraph 1 of this Article to the fullest extent
permitted by all applicable portions of this Article that have not been
invalidated or adjudicated unenforceable, and as permitted by applicable law.


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