As filed with the Securities and Exchange Commission on January 21, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Delaware                                       53-1521616
-------------------------------                -------------------------------
(State of other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                               Number)



  22570 Market Court, Dulles Virginia                        20166
----------------------------------------                   ---------
(Address of principal executive offices)                   (Zip Code)



       1997 Stock Option Plan of Guardian Technologies International, Inc.
      ---------------------------------------------------------------------
                            (Full title of the plan)



          Oliver L. North, 22570 Markey Court, Dulles, Virginia, 20166
       ------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)


   Telephone number including area code, of agent of service: (703) 444-7931


<PAGE>


                         CALCULATION OF REGISTRATION FEE


Title of         Amount to     Proposed          Proposed          Amount of
Securities to    be            Maximum           Maximum           Registration
be Registered    Registered    Offering Price    Aggregate         Fee
                               Per Share(1)      Offering Price

Common Stock,    300,000       $2.00             $600,000          $182
issuable upon
exercise of
Options



(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 21, 1998, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan described herein.


<PAGE>


                            1997 Stock Option Plan of
                   Guardian Technologies International , Inc.

                  Cross-reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading
------------------------------------------------      ------------------

1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Guardian  Technologies  International,
Inc., a Delaware  corporation (the "Company"),  with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1996.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained  in the  Company's  registration  statement  on Form  SB-2  under  the
Exchange  Act  filed  with the  Commission  on March  22,  1996,  including  any
amendment or report filed for the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this registration  statement have been
sold or that deregisters all such securities then remaining unsold,  all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities.

         The Company's  common stock,  par value $.001 ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities registered under section 12 of the Securities Act of 1933, as amended
("Securities  Act").  A  description  of such  securities  is  contained  in the
Company's registration statement on Form SB-2 under the Exchange Act, filed with
the commission on March 22, 1997, and is incorporated herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")

Item 5.  Interests of Named Experts and Counsel.

         No  expert  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  named in this  prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest,  direct or
indirect, in the Company.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate of  Incorporation  provides that the Company
shall, to the fullest extent permitted by the laws of the State of Delaware,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said  section,  and the  indemnification  provided for herein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of Securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company will have the power to purchase and maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

Item 7.  Exemption from Registration Claimed.

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this registration  statement,  certain control  securities are being
reoffered,  specifically  pursuant to the Reoffer Prospectus  attached hereto as
Exhibit A.

Item 8.  Exhibits.

         The exhibits attached to this registration  statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  registration  statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  registration  statement  or any material
         change to such information in the registration statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b) The  undersigned  registrant  hereby  undertakes  that,  for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer of  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.





         [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dulles, State of Virginia, on .


Guardian Technologies International, Inc.



By:
         Oliver L. North, President


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Oliver  L.  North,  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                      Title                           Date
---------                      -----                           ----


                              Chairman of the Board
Oliver L. North             President and Secretary



                             Director, Treasurer and
Joseph F. Fernandez         Vice President



                            Director
Travis Y. Green


Herbert M. Jacobi           Director



Hugh G. Sawyer              Director



John C. Power               Director



Stephen G. Calandrella      Director


<PAGE>

                               REOFFER PROSPECTUS

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                300,000 Shares of Common Stock, $0.001 Par Value

         The three hundred thousand  (300,000) shares of common stock, $.001 par
value  (the  "Common  Stock"),  may  be  acquired  from  Guardian   Technologies
International,  Inc.,  a  Delaware  corporation  (the  "Company"),  pursuant  to
exercise of grants  under the 1997 Stock  Option Plan (the  "Plan").  The Common
Stock will be issued upon the exercise of options  granted  pursuant to the Plan
to officers,  directors  and/or key  employees.  When and if the grantees of the
options  exercise such options,  officers and directors  will be deemed  selling
security holders (the "Selling Security  Holders").  The Company will be issuing
the Common  Stock  directly to the  grantees of the options and the Company will
receive the option exercise price.  Selling  Security  Holders may offer some or
all of the Common  Stock,  if  issued,  for sale from time to time at prices and
terms negotiated in individual transactions,  in brokers transactions negotiated
immediately  prior to sale, or in a combination  of the  foregoing.  The Selling
Security  Holders and any  broker-dealers  who participate in selling the Common
Stock may be deemed  "underwriters" as defined by the Securities Act of 1933, as
amended (the  "Securities  Act").  Commissions  paid or discounts or concessions
allowed  such  broker-dealers,  as well as any profit  received on resale of the
Common Stock by broker-dealers,  as well as any profit received on resale of the
Common Stock by  broker-dealers  purchasing for their own accounts may be deemed
to be underwriting  discounts and  commissions.  The Selling Security Holders or
purchasers  of the Common  Stock will pay all  discounts,  commissions  and fees
related to any sale of the Common Stock.

         The  Company's  executive  offices are located at 22570  Markey  Court,
Suite 220, Dulles, Virginia 21066, and the telephone number is (703) 444-7931.

         The Common  Stock is traded on the  NASDAQ  Smallcap  Market  under the
symbol  "GRDN".  On January 6, 1998,  the closing  high bid price for the Common
Stock as reported on the NASDAQ Smallcap Market was $2.50.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

         THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK.
         SEE "RISK FACTORS."


         No person has been  authorized  in  connection  with any offering  made
hereby to give any  information or to make any  representation  not contained in
this  Reoffer  Prospectus.  If  any  such  information  is  given  or  any  such
representation made, the information or representation should not be relied upon
as having been  authorization by the Company.  This Reoffer Prospectus is not an
offer to sell or a solicitation of an offer to buy any securities other than the
Common Stock offered by this Reoffer Prospectus, nor is it an offer to sell or a
solicitation  of an offer to buy any of the Common Stock  offered  hereby in any
jurisdiction where it is unlawful to make such an offer or solicitation. Neither
the  delivery  of this  Prospectus  nor  any  sale  hereunder  shall  under  any
circumstances  imply that the information in this Reoffer  Prospectus is correct
any time subsequent to January 6, 1998, the date of this Reoffer Prospectus.


                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission (the "SEC").  The Company has filed all reports required of it for at
least twelve months  preceding this filing.  Such reports,  proxy statements and
other information filed by the Company can be inspected and copied at the public
reference  facilities  maintained  by the SEC in  Washington,  D.C. at 450 Fifth
Street,  N.W., 20549.  Copies of these materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

         The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such information may be directed to the Company's President, Oliver
L. North, at 22570 Markey Court, Suite 220, Dulles,  Virginia 21066. The Company
intends to furnish its shareholders  annual reports which will contain financial
statements audited by independent accountants,  and other such reports as it may
determine to furnish or as may be required by law.


                                   THE COMPANY

         Guardian Technologies International, Inc. (the "Company") was organized
in the State of  Virginia  in October  1989 and  reincorporated  in the State of
Delaware in  February,  1996 for the purpose of  developing,  manufacturing  and
marketing ballistic protective body armor and life saving related products.  The
principal  office of the Company is located at 22570  Markey  Court,  Suite 220,
Dulles,  Virginia  20166 and its telephone  number is  703-444-7931.  Additional
information regarding the Company is set forth in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.


                                  RISK FACTORS

         The Common Stock offered is  speculative  and involves a high degree of
risk. Any and all of these factors could result in the purchaser of Common Stock
losing some or all of his or here  investment.  Accordingly,  in analyzing  this
Prospectus,  the  purchaser of the Common Stock  should  carefully  consider the
following factors, among others, relating to the Company:


         Competition;  Technical Obsolescence.  The body armor products business
is highly  competitive and the Company  competes with a number of companies that
are  better  established  than the  Company,  including  Safariland,  Protective
Apparel  Corporation  of  America  and  American  Body  Armor.  Many of the more
established   companies  have   substantially   greater   financial   resources,
facilities, and depth and experience of personnel than the Company. In addition,
the Company's  competitors  may develop and/or improve their body armor products
in  which  event  the  Company's  products  may be  rendered  obsolete  or  less
marketable.

         Key  Personnel.  The Company is  dependent on the services of Oliver L.
North and Joseph F.  Fernandez.  If the  Company  should  lose the  services  of
Messrs. North or Fernandez or others of its current management, there could be a
material   adverse  impact  on  the  Company's   business,   unless  a  suitable
replacement(s) could be found by the Company on satisfactory terms. There can be
no assurance,  however,  that the Company could engage suitable  replacements on
satisfactory  terms.  Consequently,  the loss of the  services of these  persons
could impose severe adverse consequences on the Company.

         Single Source of Raw  Materials.  The principal raw materials  required
for the Company's product are Spectra(R) 1000 fabric and Spectra Shield(R), both
made from Spectra(R) fiber, a product manufactured  exclusively by AlliedSignal,
Inc.  If the Company is unable to purchase  sufficient  quantities  of these raw
materials,  the Company's  ability to pursue its business plan would be impaired
and this would most likely have a  substantial  adverse  impact on the Company's
earnings.

         Ability of the Company to Continue as a Going  Concern.  The  Company's
financial  statements were prepared assuming that the Company will continue as a
going concern.  The Company's  independent  auditor in its report  regarding the
Company's  financial  statements has noted that the Company's  continued  losses
from operations raise  substantial doubt as to the Company's ability to continue
as a going concern.

         Control by Current Management.  The Company's  officers,  directors and
affiliates currently possess voting rights representing approximately 54% of the
Company's  outstanding  voting  securities.  Accordingly,  the Company's current
management and affiliates may be able to exercise  substantial  control over the
Company  including  influencing  the election of the  Company's  directors,  and
generally directing the affairs of the Company.

         Limited Market for the Company's Securities. The Company's Common Stock
is traded on the NASDAQ  Smallcap  Market under the Symbol GRDN.  However,  even
though  there is a public  market for the Common  Stock,  the Common Stock has a
very small  average  daily trading  volume.  Accordingly,  it is possible that a
shareholder  will not be able to resell some or all of his or her Common  Stock.
The thin  trading  volume  may also  make the  price of the  Common  Stock  more
volatile than  otherwise.  Hence,  a  shareholder  may not be able to resell the
Common  Stock at a price  comparable  to that  currently  quoted  on the  NASDAQ
Smallcap Market.

                            SELLING SECURITY HOLDERS

         As of the date  hereof,  the  Company  has  granted  options on 255,000
shares of Common Stock,  such grants having been made pursuant to the Plan.  The
options are  exerciseable at 100% of high bid market price on the date of grant,
more  specifically,  $2.50 per share.  Until such time as any of the grantees of
such options  exercise their options,  no information is available as to Selling
Security Holders. The Company will file an amendment Reoffer Prospectus when and
if appropriate.

                              PLAN OF DISTRIBUTION

         The Selling  Security  Holders  may sell the Common  Stock from time to
time in the  NASDAQ  Smallcap  Market,  or  otherwise,  at prices and terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated  transactions.  The Selling Security Holders expect to employ brokers
or dealers in order to sell the Common Stock.  Brokers or dealers engaged by the
Selling Security Holders may arrange for other brokers or dealers to participate
in effecting  sales.  Brokers or dealers will receive  commissions  or discounts
from the Selling Security Holders or from purchasers in amounts to be negotiated
immediately  prior to the sale, but which are not expected to deviate from usual
and customary brokers' commissions.

         No assurances  are given that the Selling  Security  Holders will offer
for sale or sell any or all of the  Common  stock  registered  pursuant  to this
Prospectus or an amended  prospectus.  Neither the Company nor Selling  Security
Holders  expect to  compensate  any finders to assist in the sales of the Common
Stock.

         The  Company  will  receive  the  exercise  price of the  options.  All
expenses  incurred in connection with the registration  under the Securities Act
and the offering of the securities hereby will be borne by the Company.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following  documents that the Company filed with the Commission are
hereby incorporated by reference into this Prospectus:

         1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996, which contains  financial  statements of the Company for that
fiscal year.

         2. The  Company's  quarterly  reports on Form  10-QSB for the  quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained  in the  Company's  registration  statement  on Form  SB-2  under  the
Securities  Act filed  with the  Commission  on March 22,  1996,  including  any
amendments or reports filed for the purpose of updating such description.
         All documents that the Company  subsequently  files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination  of  the  offering  of the  Common  Stock,  shall  be  deemed  to be
incorporated by reference into this Prospectus.


                                 INDEMNIFICATION

         The Company's  Certificate of  Incorporation  provides that the Company
shall, to the fullest extent permitted by the laws of the State of Delaware,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said section,  and the  indemnification  provided for therein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company  has the  power  to  purchase  and  maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Company pursuant to the foregoing provision, or otherwise,  the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore  unenforceable.  In the event that a claim for indemnification against
such liabilities  other than the payment by the Company for expenses incurred or
paid by a director,  officer or controlling person in connection with the Common
Stock being  registered,  the Company  will unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a Court of
appropriate  jurisdiction the question whether such  indemnification  is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.



<PAGE>


As filed with the Securities and Exchange Commission on January 21, 1998


File No. 333-2712-NY



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ------------------------------


                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                    ---------------------------------------

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                            (A Delaware corporation)

                      ------------------------------------


<PAGE>





                                INDEX TO EXHIBITS


Exhibit      SEC Ref.          Page      Description of Exhibit
No.          No.               No.

A            2                           1997 Stock Option Plan of the Company

B            5, 24(a)                    Opinion and Consent of Counsel

C            24(b)                       Consent of Certified Public Accountants



<PAGE>




                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.


                             1997 STOCK OPTION PLAN

         1.  Purpose.  This 1997 Stock  Option Plan (the  "Plan") is intended to
provide  incentives:  (a)  to the  officers  and  other  employees  of  Guardian
Technologies  International,  Inc., a Delaware corporation (the "Company"),  and
any  present or future  subsidiaries  of the  Company  (individually  a "Related
Corporation" and  collectively  "Related  Corporations")  by providing them with
opportunities  to  purchase  stock in the Company  pursuant  to options  granted
hereunder that qualify as "incentive stock options" under Section 422A(b) of the
Internal  Revenue Code of 1986, as amended (the "Code")  (individually  an "ISO"
and collectively "ISOs"); (b) to directors,  officers, employees and consultants
of the Company and Related  Corporations by providing them with opportunities to
purchase stock in the Company pursuant to options granted  hereunder that do not
qualify  as  ISOs  (individually  a  "Non-Qualified   Option"  and  collectively
"Non-Qualified Options"); (c) to directors,  officers, employees and consultants
of the Company and Related  Corporations  by providing them with awards of stock
in  the  Company  ("Awards");  and  (d) to  director,  officers,  employees  and
consultants  of the Company  and Related  Corporations  by  providing  them with
opportunities  to make direct  purchases of stock in the Company  ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereinafter  individually as
an "Option" and collectively as "Options". Options, Awards and authorizations to
make Purchases are referred to hereinafter  collectively as "Stock  Rights".  As
used herein the terms "parent" and  "subsidiary"  mean "parent  corporation" and
subsidiary corporation,  respectively, as those terms are defined in Section 425
of the Code.



   2.       Administration of Plan.

              (a)  Board  or  Committee  Administration.   This  Plan  shall  be
administered  solely by the Company's  Board of Directors  (the "Board") or by a
Compensation  Committee  (the  "Committee")  consisting of not less than two (2)
members  of the  Board,  provided  the  members  of the Board or such  Committee
members have not within one year prior to such Committee  service  received,  or
during such service receive, a grant or award of Stock Rights under this Plan or
any other plan of the Company.  Hereinafter,  all references in this Plan to the
"Committee" shall mean the Board of no Committee has been appointed.  Subject to
ratification of the grant or  authorization of each Stock Right by the Board (if
so required by applicable state law), and subject to the terms of this Plan, the
Committee shall have the authority to (i) determine the employees of the Company
and Related  Corporations  (from  among the class of  employees  eligible  under
Section 3 below to receive  ISOs) to whom ISOs may be granted,  and to determine
(from among the class of individuals and entities eligible under Section 3 below
to receive  Non-Qualified  Options  and Awards  and to make  Purchases)  to whom
Non-Qualified  Options,  Awards  and  authorizations  to make  Purchases  may be
granted;  (ii)  determine  the time or times at which  Options  or Awards may be
granted or Purchases made; (iii) determine the option price of shares subject to
each Option,  which price shall not be less than the minimum price  specified in
Section 6 below, and the purchase price of shares subject to each Purchase; (iv)
determine whether each Option granted shall be an ISO or a Non-Qualified Option;
(v)  determine  (subject  to Section 7 below) the time or times when each Option
shall become exercisable and the duration of the exercise period; (vi) determine
whether  restrictions  such as  repurchase  options  are to be imposed on shares
subject to Options, Awards and Purchases and the nature of such restrictions, if
any;  and  (vii)  interpret  this  Plan and  prescribe  and  rescind  rules  and
regulations  relating  to this  Plan.  If the  Committee  determines  to issue a
Non-Qualified  Option,  the  Committee  shall  take  whatever  actions  it deems
necessary  under  Section  422A  of the  Code  and the  regulations  promulgated
thereunder,  to  ensure  that  such  Option  is  not  treated  as  an  ISO.  The
interpretation  and construction by the Committee of any provisions of this Plan
or of any Stock Right  granted  under this Plan shall be final unless  otherwise
determined by the Board.  The Committee may from  time-to-time  adopt such rules
and regulations for carrying out this Plan as it may deem appropriate. No member
of the Board or of the Committee shall be liable for any action or determination
made in good faith with  respect to this Plan or any Stock Right  granted  under
this Plan.

                  (b)  Committee  Actions.  The  Committee may select one of its
members as its chairman,  and shall hold meetings at such times and places as it
may  determine.  Acts by a  majority  of the  Committee,  or acts  reduced to or
approved in writing by a majority of the members of the Committee,  shall be the
valid acts of the Committee.  From  time-to-time the Board may increase the size
of the Committee and appoint  additional  members  thereof,  may remove  members
(with or without cause) and may appoint new members in  substitution  therefore,
fill  vacancies  (however  caused) or remove all  members of the  Committee  and
thereafter directly administer this Plan.

                  (c) Grant of Stock Rights to Board  Members.  Stock Rights may
be  granted  to  members  of the  Board,  but any such  grant  shall be made and
approved in accordance  with Section 2(d) below,  if  applicable.  All grants of
Stock  Rights to members  of the Board  shall in all other  respects  be made in
accordance  with the  provisions  of this  Plan  applicable  to  other  eligible
persons.  Members  of the Board who are  either (i)  eligible  for Stock  Rights
pursuant  to this Plan or (ii) have been  granted  Stock  Rights may vote on any
matters  affecting  the  administration  of this  Plan or the grant of any Stock
Rights  pursuant to this Plan,  except  that no such  member  shall act upon the
granting  to  himself or herself  of Stock  Rights,  but any such  member may be
counted in  determining  the  existence  of a quorum at any meeting of the Board
during which action is taken with respect to the granting to him or her of Stock
Rights.

                  (d)  Compliance   with  Federal   Securities   Laws.   Various
restrictions  apply to  officers  and  directors  and  others  who may be deemed
insiders.  Holders of Stock  Rights  should  consult  with  their  legal and tax
advisors regarding the securities law, tax law and other effects of transactions
under this Plan.  These  restrictions  relate to  holding  periods,  alternative
minimum tax calculations  and other matters and should be clearly  understood by
the holders of Stock Rights.


                  (e) Intent of Plan.  This Plan is intended to be an  "employee
benefit plan" under Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"). This Plan is also intended to
be a "compensatory benefit plan" under Rule 701 promulgated under the Securities
Act of 1933,  as amended.  Transactions  under this Plan are  intended to comply
with these Rules. To the extent any provisions of this Plan or any action by the
Committee or of the Board fails to so comply,  each  provision(s)  and action(s)
shall be deemed to be null and void, to the extent  permitted by applicable  law
and as deemed advisable by the Commission or the Board.

                  (f)  Shareholder  Approval.  Grants of incentive stock options
hereunder  shall be subject to  shareholder  approval of this Plan within twelve
(12) months following the date this Plan is approved and adopted by the Board.

         3. Eligible  Employees and Others.  ISOs may be granted to any employee
of the  Company or any  Related  Corporation.  Any  officer or  director  of the
Company who is not also an employee of the Company may not be granted ISOs under
this Plan.  Non-Qualified  Options,  Awards and authorizations to make Purchases
may be granted to any employee,  officer or director (whether or not such person
is also an  employee  of the  Company)  or to  consultant  to the Company or any
Related  Corporation.  The Committee may take into  consideration  a recipient's
individual circumstances in determining whether to grant an ISO, a Non-Qualified
Option, an Award or an authorization to make a Purchase. The granting of a Stock
Right to any  individual  or entity shall  neither  entitle that  individual  or
entity to, nor disqualify  that individual or entity from  participation  in any
other grant of Stock Rights.

         4. Stock.  The stock subject to Options,  Awards and Purchases shall be
authorized but unissued  shares of Common Stock of the Company,  $.001 par value
per share (the  "Common  Stock"),  or shares of Common Stock  reacquired  by the
Company  in any  manner.  The  aggregate  number  of  shares  that may be issued
pursuant  to the Plan is one  million  (1,000,000),  subject  to  adjustment  as
provided  in  Section  13  below.  Any  such  shares  may  be  issued  as  ISOs,
Non-Qualified  Options or Awards or to individuals or entities making Purchases,
so long as the  number of  shares so issued  does not  exceed  such  number,  as
adjusted.  If any Option  granted  under this Plan shall expire or terminate for
any reason  without  having been exercised in full or shall cease for any reason
to be  exercisable  in whole or in part, or if the Company  shall  reacquire any
unvested shares issued pursuant to Awards or Purchases,  the unpurchased  shares
subject to such Options and any  unvested  shares so  reacquired  by the Company
shall again be available for grants of Stock Rights under this Plan.

         5.  Granting of Stock  Rights.  Stock Rights may be granted  under this
Plan at any time until ten years after the date of the  approval and adoption of
this Plan by the Board.  The date of grant of a Stock Right under this Plan will
be the date  specified  by the  Committee at the time it grants the Stock Right;
provided,  however,  that such date  shall not be prior to the date on which the
Committee acts to approve the grant.  The Committee  shall have the right,  with
the consent of the  optionee,  to convert an ISO granted  under this Plan into a
Non-Qualified Option pursuant to Section 16 below.

         6.       Minimum Option Price; ISO Limitations.

                  (a) Price for  Non-Qualified  Options.  The exercise price per
share specified in the agreement relating to each  Non-Qualified  Option granted
under  this Plan shall in no event be less than the lesser of (i) the book value
per share of the Common  Stock as of the end of the fiscal  year of the  Company
immediately  preceding the date of such grant or (ii) fifty percent (50%) of the
fair  market  value per share of the  Common  Stock on the date of such  grant .
Subject  to  the  foregoing   sentence,   the  exercise   price  and  nature  of
consideration for Non-Qualified Options granted hereunder shall be determined by
the Committee or the Board in its sole  discretion,  taking into account factors
it deems relevant.

                  (b) Price for ISOs. The exercise price per share  specified in
the  agreement  relating to each ISO  granted  under this Plan shall not be less
than the fair  market  value per share of the  Common  Stock on the date of such
grant.  In  the  case  of an ISO  to be  granted  to an  employee  owning  stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the  Company or of any  Related  Corporation,  the price per
share specified in the agreement relating to such ISO shall not be less than one
hundred  ten  percent  (110%) of the fair  market  value per share of the Common
Stock on the date of grant.

                  (c) $100,000 Annual Limitation on ISOs. Each eligible employee
may be granted  ISOs only to the extent that (in the  aggregate  under this Plan
and  all  incentive   stock  options  plans  of  the  Company  and  any  Related
Corporation),  such ISOs do not  become  exercisable  for the first time by such
employee during any calendar year in a manner that would entitle the employee to
purchase  more than  $100,000 in fair market value  (determined  at the time the
ISOs were  granted)  of the Common  Stock in that  calendar  year.  Any  options
granted to an employee in excess of that amount will be granted as Non-Qualified
Options.

                  (d) Awards and Purchases. Awards and Purchases under this Plan
shall be made at prices  equal to the fair market  value of the Common  Stock on
the date of such Award or Purchase. Fair market value shall be determined by the
Committee or the Board in its sole  discretion in  accordance  with Section 6(d)
below.  Shares of Common Stock may be issued in Award and Purchase  transactions
for any lawful  consideration  determined  by the  Committee or the Board in its
sole discretion.

                  (e)  Determination  of Fair Market  Value.  If, at the time an
Option is granted  under this  Plan,  the  Company's  Common  Stock is  publicly
traded,  "fair market value" shall be determined as of the last business day for
which the prices or quotes discussed in this sentence are available prior to the
date such Option is granted and shall mean (i) the average (on that date) of the
high and low prices of the Common  Stock on the  principal  national  securities
exchange on which the Common Stock is traded, if the Common Stock is then-traded
on a national securities exchange; or (ii) the last reported sale price (on that
date) of the Common  Stock on the NASDAQ  National  Market  List,  if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid  price  (or  average  of bide  prices)  last  quoted  (on  that  date) by an
established  quotation service for  over-the-counter  securities,  if the Common
Stock is not reported on the NASDAQ National Market List. However, if the Common
Stock is not publicly  traded at the time an Option is granted  under this Plan,
"fair market  value" shall be deemed to be the fair value of the Common Stock as
determined  by the Committee or the Board in its sole  discretion,  after taking
into  consideration all factors that it deems  appropriate,  including,  without
limitation,  recent  sale and  offer  prices  of the  Common  Stock  in  private
transactions negotiated at arm's length.

         7.  Option  Duration.  Subject to earlier  termination  as  provided in
Sections 9 and 10 below,  each Option shall expire on the date  specified by the
Committee  or the  Board,  but not more than (i) ten (10)  years and one (1) day
from the date of grant in the case of Non-Qualified Options, (ii) ten (10) years
from the date of grant in the case of ISOs  generally  and (iii)  five (5) years
from the date of grant in the case of ISOs  granted to an employee  owning stock
possessing more than ten percent (10%) of the total combined voting power of all
classes  of stock of the  Company  or of any  Related  Corporation.  Subject  to
earlier termination as provided in Sections 9 and 10 below, the term of each ISO
shall be the term set forth in the original instrument granting such ISO, except
with  respect  to any part of such ISO that is  converted  into a  Non-Qualified
Option pursuant to Section 16 below.

         8. Exercise of Options. Subject to the provisions of Sections 9 through
12 below, each Option granted under this Plan shall be exercisable as follows:

                  (a) Vesting.  The Option shall either be fully  exercisable on
the date of grant or shall become exercisable thereafter in such installments as
the Committee or Board may specify.

                  (b) Full Vesting of Installments.  Once an installment becomes
exercisable it shall remain  exercisable  until expiration or termination of the
Option, unless otherwise specified by the Committee or the Board.

                  (c)  Partial  Exercise.  Each  Option  or  installment  may be
exercised at any time or from  time-to-time,  in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.

                  (d) Acceleration of Vesting.  The Committee or the Board shall
have the right to  accelerate  the date of  exercise of any  installment  of any
Option;  provided,  however,  that the Committee or the Board shall not, without
the consent of the optionee,  accelerate the exercise date of any installment of
any Option granted to any employee as an ISO (and not previously  converted into
a Non-Qualified  Option pursuant to Section 16 below) if such acceleration would
violate the annual vesting limitation  contained in Section 422A(d) of the Code,
as described in Section 6(c) above.

         9. Termination of Employment.  If an ISO optionee ceases to be employed
by the  Company  or any  Related  Corporation  other  than by reason of death or
disability  as  defined in Section  10 below,  no further  installments  of such
optionee's  ISOs  shall  become  exercisable,  and such  optionee's  ISOs  shall
terminate  after the passage of ninety (90) days from the date of termination of
such  optionee's  employment,  but in no event  later  than on  their  specified
expiration  date(s),  except to the  extent  that such ISOs (or the  unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
Section 16 below.  Employment  shall be considered  as continuing  uninterrupted
during any bona fide leave of  absence  (such  those  attributable  to  illness,
military obligations, or governmental service), provided that the period of such
leave does not exceed  ninety (90) days or, if longer,  any period  during which
such  optionee's  right to  reemployment  is guaranteed by statute.  A bona fide
leave of absence with the written  approval of the  Committee or the Board shall
not be considered an interruption of employment  under this Plan,  provided that
such  written  approval  contractually  obligates  the  Company  or any  Related
Corporation to continue the employment of the optionee after the approved period
of absence.  ISOs granted under this Plan shall not be affected by any change of
employment within or among the Company and any Related  Corporation.  Nothing in
this Plan shall be deemed to give any grantee of any Stock Right the right to be
retained  in  employment  or other such  service by the  Company or any  Related
Corporation for any period of time.

         10.      Death; Disability.

                  (a) Death.  If an ISO  optionee  ceases to be  employed by the
Company or any Related  Corporation by reason of such optionee's  death, any ISO
of such  optionee may be  exercised,  to the extent of the number of shares with
respect to which the optionee could have exercised on the date of the optionee's
death, by the optionee's estate,  personal representative or beneficiary who has
acquired the ISO by will or by the laws of descent and distribution, at any time
prior to the  earlier of the  specified  expiration  date of the ISO or one year
from the date of the optionee's death.

                  (b)  Disability.  If an ISO optionee  ceases to be employed by
the Company or any Related  Corporation by reason of  disability,  such optionee
(or such optionee's  custodian) shall have the right to exercise any ISO held by
such optionee on the date of  termination  of  employment,  to the extent of the
number of shares with respect to which the optionee could have exercised on that
date, at any time prior to the earlier of the specified  expiration  date of the
ISO or one year from the date of the  termination of the optionee's  employment.
For purposes of this Plan, the term "disability" shall mean "permanent and total
disability" as defined in Section 22(d)(3) of the Code or any successor statute.

         11.  Assignability.  No Option or Derivative  Security (as that term is
defined in Rule 16b-3 under the 1934 ct) shall be assignable or  transferable by
the optionee  except as permitted under Rule 16b-3 under the 1934 Act or by will
or by the laws of decent  and  distribution,  and  during  the  lifetime  of the
optionee each Option shall be exercisable only by the optionee.

         12.  Terms and  Conditions  of Options.  Options  shall be evidenced by
instruments  (which need not be  identical) in such form as the Committee or the
Board may from time-to-time approve. Such instruments shall conform to the terms
and  conditions  set forth in  Section 6 through 11 above and may  contain  such
other  provisions as the Committee or the Board deems  advisable,  which are not
inconsistent  with  this  Plan,  including,  without  limitation,   restrictions
applicable  to shares of the  Company's  Common Stock  issuable upon exercise of
Options.  In granting  Non-Qualified  Options,  the  Committee  or the Board may
specify that  Non-Qualified  Options  shall be subject to the  restrictions  set
forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee or the Board may  determine.  The Committee or Board
may from time-to-time  confer authority and responsibility on one or more of its
members  and/or one or more  officers of the Company to execute and deliver such
instruments.  The proper  officers of the Company are authorized and directed to
take any and all action  necessary or advisable from  time-to-time  to carry out
the terms of such instruments.

         13. Adjustments. Upon the occurrence of any of the following events, an
optionee's  rights with  respect to Options  granted to the  optionee  hereunder
shall  be  adjusted  as  hereinafter  provided,  unless  otherwise  specifically
provided in the written agreement between the optionee and the Company regarding
such Option:


                  (a) Stock  Dividends  and Stock  Splits.  If the shares of the
Company's Common Stock shall be subdivided or combined into a greater or smaller
number of shares or if the Company  shall issue any shares of Common  Stock as a
stock dividend on its outstanding  Common Stock,  the number of shares of Common
Stock deliverable upon the exercise of Options shall be appropriately  increased
or decreased  proportionately,  and appropriate adjustments shall be made in the
purchase  price per share to  reflect  such  subdivision,  combination  or stock
dividend.

                  (b)  Assumption  of Options by  Successors.  In the event of a
dissolution or liquidation of the Company,  a merger in which the Company is not
the surviving  entity,  or the sale of all or substantially all of the Company's
assets,  the Committee or the Board may in its sole  discretion  accelerate  the
exercisability  of any or all outstanding  Options so that such Options would be
exercisable in full prior to the consummation of such dissolution,  liquidation,
merger or asset sale at such times and on such  conditions  as the  Committee or
the Board shall  determine,  unless the successor  entity,  if any,  assumes the
outstanding Options or substitutes substantially equivalent options therefore.

                  (c)  Recapitalization  or  Reorganization.  In the  event of a
recapitalization  or  reorganization  of the Company  (other than a  transaction
described in Section 13(b) above) pursuant to which securities of the Company or
of another  entity are issued with respect to the  outstanding  shares of Common
Stock, an optionee,  upon exercising an Option, shall be entitled to receive for
the purchase  price paid upon such exercise the  securities  the optionee  would
have   received  if  the  optionee  had  exercised  the  Option  prior  to  such
recapitalization or reorganization.

                  (d) Modification of ISOs.  Notwithstanding the foregoing,  any
adjustments  made pursuant to Sections  13(a),  (b) or (c) above with respect to
ISOs shall be made only after the Committee or the Board,  after consulting with
counsel for the Company,  determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 425 of the Code)
or would cause any adverse tax consequences for the holders of such ISOs. If the
Committee or the Board determines that such adjustments made with respect to ISO
would  constitute a  modification  of such ISOs, it may refrain from making such
adjustments.

                  (e) Dissolution or  Liquidation.  In the event of the proposed
dissolution  or   liquidation  of  the  Company,   each  Option  will  terminate
immediately  prior to the  consummation of such proposed action or at such other
time  and  subject  to such  other  conditions  as shall  be  determined  by the
Committee or the Board.

                  (f)  Issuances of  Securities.  Except as  expressly  provided
herein,  no  issuance  by the  Company  of shares of stock of any  class,  or of
securities  convertible into shares of stock of any class,  shall affect, and no
adjustments by reason thereof shall be made with respect to, the number or price
of shares subject to Options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

                  (g) Fractional  Shares.  No fractional  shares shall be issued
under this Plan and each optionee shall receive from the Company cash in lieu of
such fractional shares.

                  (h)  Adjustments.  Upon the  happening of any of the foregoing
events  described in section  13(a),  (b) or (c) above,  the class and aggregate
number of shares set forth in Section 4 above that are  subject to Stock  Rights
that previously  have been or subsequently  may be granted under this Plan shall
also be appropriately adjusted to reflect the events described in such Sections.
The Committee or the successor board shall determine the specific adjustments to
be made  under  this  Sections.  The  Committee  or the  successor  board  shall
determine the specific adjustments to be made under this Section 13 and, subject
to Section 2 above, its determination shall be conclusive.

If any person or entity owning restricted Common Stock obtained by exercise of a
Stock Right made hereunder  receives  shares or securities or cash in connection
with a corporate  transaction  described in Section 13(a), (b) or (c) above as a
result of owning such restricted Common Stock, such shares or securities or cash
shall be subject to all of the  conditions  and  restrictions  applicable to the
restricted  Common Stock with respect to which such shares or securities or cash
were issued,  unless  otherwise  determined  by the  Committee or the  successor
board.

         14. Means of  Exercising  Stock  Rights.  A Stock Right (or any part of
installment  thereof) shall be exercised by giving written notice to the Company
at its  principal  office  address.  Such notice shall  identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being  exercised,  accompanies by full payment of the purchase  price  therefore
either  (a)  in  United  States  dollars  in  cash  or by  check,  or (b) at the
discretion of the Committee or Board, through delivery of shares of Common Stock
having a fair market  value equal (as of the date of the  exercise)  to the cash
exercise price of the Stock Right,  or (c) at the discretion of the Committee or
Board,  through  delivery of the grantee's  personal  recourse  promissory  note
bearing  interest  payable  not less than  annually  at no less than one hundred
percent  (100%) of the lowest  applicable  Federal  rate (as  defined in Section
1274(d) of the Code),  or (d) at the  discretion  of the Committee or the Board,
through  the use of some of the  shares or the  rights to  purchase  some of the
shares for which the Option is being exercised,  or (e) at the discretion of the
Committee  or the  Board  exercises  its  discretion  to permit  payment  of the
exercise  price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the  preceding  sentence,  such  discretion  shall be exercised in
writing at the time of the grant of the ISO in questions.  The holder of a Stock
Right  shall not have the  rights of a  shareholder  with  respect to the shares
covered  by his,  her its Stock  Rights  until the date of  issuance  of a stock
certificate  for such shares.  Except as expressly  provided in Section 13 above
with respect to changes in  capitalization  and stock  dividends,  no adjustment
shall be made for  dividends  or similar  rights  for which the  record  date is
before the date such stock certificate is issued.

         15. Term and  Amendment of Plan.  This Plan was approved and adopted by
the Board and approved by the  Stockholders on December 8, 1997. This Plan shall
expire in 1999 (except as to Options  outstanding on that date).  Subject to the
provisions of Section 5 above, Stock Rights may be granted under this Plan prior
to the date of  stockholder  approval of this Plan.  The Board may  terminate or
amend this Plan in any respect at any time;  provided,  however,  that the Board
may not amend this Plan in any of the following respects without the approval of
the Company's  stockholders  obtained  within twelve (12) months before or after
the Board adopts a resolution  authorizing any of the following actions: (a) the
total  number of shares that may be issued  under this Plan may not be increased
(except by  adjustment  pursuant  to Section 13 above);  (b) the  provisions  of
Section 3 above  regarding  eligibility  for grants of ISOs may not be modified;
(c) the  provisions of Section 6(b) above  regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to Section 13 above);  and (d) the expiration date of this Plan may not
be extended.  Except as  otherwise  provided in this Section 15, in no event may
action of the Board or the stockholders alter or impair the rights of a grantee,
without such grantee's consent, under any Stock Right previously granted to such
grantee.  The  Committee  or the Board  may  amend the terms of any Stock  Right
granted if such amendment is agreed to by the recipient of such Stock Rights.

         16. Conversion of ISO' Into Non-Qualified Options; Termination of ISOs.
The Committee or the Board, at the written  request of any optionee,  may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any  installments  or portions of  installments  thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the  expiration  of such ISOs,  regardless  of  whether  the  optionee  is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include,  but shall not be limited to,  extending  the exercise
period of reducing the exercise price of the  appropriate  installments  of such
Options.  At that time of such conversion,  the Committee or the Board (with the
consent of the  Optionee)  may impose  such  conditions  on the  exercise of the
resulting  Non-Qualified Options as the Committee or the Board in its discretion
may determine,  provided that such conditions shall not be inconsistent with the
Plan.  Nothing  in this Plan shall be deemed to give any  optionee  the right to
have such  optionee's  ISOs converted into  Non-Qualified  Options,  and no such
conversion  shall  occur  until and  unless  the  Committee  or the Board  takes
appropriate  action.  The  Committee  or the  Board,  with  the  consent  of the
optionee,  may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

         17. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchasers  authorized under this
Plan shall be used for general corporate purposes.

         18. Government Regulation. The Company's obligation to sell and deliver
shares  of Common  Stock  under  this Plan is  subject  to the  approval  of any
governmental  authority required in connection with the authorization,  issuance
or sale of such shares.

         19.  Withholding  of Additional  Income  Taxes.  Upon the exercise of a
Non-Qualified  Option, the grant of an Award, the making of an Award, the making
of a Purchase of Common Stock for less than its fair market value, the making of
a Disqualifying Disposition (as that term is defined in Section 20 below) or the
vesting of restricted  Common Stock  acquired upon the exercise of a Stock Right
hereunder,  the Company,  in accordance  with Section  2402(a) of the Code,  may
require the optionee, Award recipient or purchaser to pay additional withholding
taxes in respect of the amount that is  considered  compensation  includable  in
such individual's gross income. The Committee or the Board in its discretion may
condition (i) the exercise of an Option,  (ii) the grant of an Award,  (iii) the
making of a Purchase of Common Stock for less than its fair market value or (iv)
the vesting of restricted  Common Stock acquired by exercising a Stock Right, on
the grantee's payment of such additional withholding taxes.

         20. Notice to Company of Disqualifying  Disposition.  Each employee who
receives  an ISO must agree to notify the Company in writing  immediately  after
the employee  makes a  Disqualifying  Disposition of any shares of the Company's
Common  Stock  acquired  pursuant  to the  exercise  of an ISO. A  Disqualifying
Disposition is any disposition  (including any sale) of such Common Stock before
the later of (a) two (2) years after the date the  employee  was granted the ISO
or (b) one (1) year after the date the  employee  acquired  the Common  Stock by
exercising  the ISO. If the employee dies before such shares of Common Stock are
sold,  these  holding  period  requirements  do not apply  and no  Disqualifying
Disposition can occur thereafter.

         21. Governing Law; Construction.  The validity and construction of this
Plan and the instruments  evidencing  Stock Rights shall be governed by the laws
of the State of Utah,  or the laws of any  jurisdiction  in which the Company or
its  successors  in interest may be  organized.  In  construing  this Plan,  the
singular  shall  include the plural and the  masculine  gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

         22.  Financial  Assistance.  The Company is vested with authority under
this  Plan to  assist  any  employee  to whom an  Option  is  granted  hereunder
(including any director or officer of the Company or any Related Corporation) in
the payment of the purchase  price  payable  upon the exercise of an Option,  by
lending the amount of such  purchase  price to such  employee on such terms,  at
such rates of interest  and upon such  security  (or with no  security) as shall
have been authorized by the Committee or the Board.




<PAGE>



                                                                 January 5, 1998

Oliver L. North, President
Guardian Technologies International, Inc.
22570 Markey Court, Suite 220
Dulles, Virginia 21066

Gentlemen:

         I am securities counsel for Guardian  Technologies  International,
Inc.  ("Guardian").  You have asked me to render this opinion to Guardian.

         You have advised that:

         1.       Guardian is current in its reporting  responsibilities  to the
Securities and Exchange Commission as mandated by the Securities Exchange Act of
1934, as amended;

         2.  The 1997  Stock  Option  Plan was  approved  at  Guardian's  Annual
Shareholders Meeting held December 8, 1997.

         I have read such  documents  as have been  made  available  to me.  For
purposes of this opinion, I have assumed the authenticity of such documents.

         Based on the  accuracy  of the  information  supplied  to me,  it is my
opinion that Guardian may avail itself of a  Registration  Statement on Form S-8
and is qualified to do so, and further,  it is my opinion that shares  issued to
officers,  directors and/or key employees pursuant to the 1997 Stock Option Plan
will, when and if exercised by such grantees, are freely tradeable.

         I consent to the use of my name in the Registration  Statement filed on
Form S-8.

                                                 Very truly yours,


                                                 Herbert M. Jacobi


<PAGE>

To the Board of Directors
Guardian Technologies International, Inc.
Dulles, Virginia

We hereby consent to the use in this  Registration  Statement  (Form S-8) of our
report,  dated March 12, 1997,  except for Note 15 as to which the date is April
10,  1997,  relating  to  the  financial  statements  of  Guardian  Technologies
International, Inc.




Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
January 7, 1998
[{"type": "S-8", "sequence": "1", "description": "GUARDIAN TECHNOLOGIES INT. INC. FORM S-8", "secsgml_size_bytes": 65836}]
{"company-data": {"conformed-name": "GUARDIAN TECHNOLOGIES INTERNATIONAL INC", "cik": "0000873198", "assigned-sic": "2390", "irs-number": "541521616", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44975", "film-number": "98514063"}, "business-address": {"street1": "22570 MARKEY COURT", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7034447931"}, "mail-address": {"street1": "22570 MARKEY COURT", "city": "DULLES", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange Commission on January 21, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                       53-1521616
-------------------------------                -------------------------------
(State of other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                               Number)

  22570 Market Court, Dulles Virginia                        20166
----------------------------------------                   ---------
(Address of principal executive offices)                   (Zip Code)

       1997 Stock Option Plan of Guardian Technologies International, Inc.
      ---------------------------------------------------------------------
                            (Full title of the plan)

          Oliver L. North, 22570 Markey Court, Dulles, Virginia, 20166
       ------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

   Telephone number including area code, of agent of service: (703) 444-7931
CALCULATION OF REGISTRATION FEE

Title of         Amount to     Proposed          Proposed          Amount of
Securities to    be            Maximum           Maximum           Registration
be Registered    Registered    Offering Price    Aggregate         Fee
                               Per Share(1)      Offering Price

Common Stock,    300,000       $2.00             $600,000          $182
issuable upon
exercise of
Options

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 21, 1998, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Plan described herein.
1997 Stock Option Plan of
                   Guardian Technologies International , Inc.

                  Cross-reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading
------------------------------------------------      ------------------

1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Guardian  Technologies  International,
Inc., a Delaware  corporation (the "Company"),  with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1996.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained  in the  Company's  registration  statement  on Form  SB-2  under  the
Exchange  Act  filed  with the  Commission  on March  22,  1996,  including  any
amendment or report filed for the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this registration  statement have been
sold or that deregisters all such securities then remaining unsold,  all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities.

         The Company's  common stock,  par value $.001 ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities registered under section 12 of the Securities Act of 1933, as amended
("Securities  Act").  A  description  of such  securities  is  contained  in the
Company's registration statement on Form SB-2 under the Exchange Act, filed with
the commission on March 22, 1997, and is incorporated herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")

Item 5.  Interests of Named Experts and Counsel.

         No  expert  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  named in this  prospectus as having given an opinion on the validity of
the securities being offered hereby was hired on a contingent basis or has or is
to receive, in connection with this offering, a substantial interest,  direct or
indirect, in the Company.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate of  Incorporation  provides that the Company
shall, to the fullest extent permitted by the laws of the State of Delaware,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said  section,  and the  indemnification  provided for herein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of Securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company will have the power to purchase and maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

Item 7.  Exemption from Registration Claimed.

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this registration  statement,  certain control  securities are being
reoffered,  specifically  pursuant to the Reoffer Prospectus  attached hereto as
Exhibit A.

Item 8.  Exhibits.

         The exhibits attached to this registration  statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  registration  statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  registration  statement  or any material
         change to such information in the registration statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b) The  undersigned  registrant  hereby  undertakes  that,  for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer of  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dulles, State of Virginia, on .

Guardian Technologies International, Inc.

By:
         Oliver L. North, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Oliver  L.  North,  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                      Title                           Date
---------                      -----                           ----

                              Chairman of the Board
Oliver L. North             President and Secretary

                             Director, Treasurer and
Joseph F. Fernandez         Vice President

                            Director
Travis Y. Green

Herbert M. Jacobi           Director

Hugh G. Sawyer              Director

John C. Power               Director

Stephen G. Calandrella      Director
REOFFER PROSPECTUS

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                300,000 Shares of Common Stock, $0.001 Par Value

         The three hundred thousand  (300,000) shares of common stock, $.001 par
value  (the  "Common  Stock"),  may  be  acquired  from  Guardian   Technologies
International,  Inc.,  a  Delaware  corporation  (the  "Company"),  pursuant  to
exercise of grants  under the 1997 Stock  Option Plan (the  "Plan").  The Common
Stock will be issued upon the exercise of options  granted  pursuant to the Plan
to officers,  directors  and/or key  employees.  When and if the grantees of the
options  exercise such options,  officers and directors  will be deemed  selling
security holders (the "Selling Security  Holders").  The Company will be issuing
the Common  Stock  directly to the  grantees of the options and the Company will
receive the option exercise price.  Selling  Security  Holders may offer some or
all of the Common  Stock,  if  issued,  for sale from time to time at prices and
terms negotiated in individual transactions,  in brokers transactions negotiated
immediately  prior to sale, or in a combination  of the  foregoing.  The Selling
Security  Holders and any  broker-dealers  who participate in selling the Common
Stock may be deemed  "underwriters" as defined by the Securities Act of 1933, as
amended (the  "Securities  Act").  Commissions  paid or discounts or concessions
allowed  such  broker-dealers,  as well as any profit  received on resale of the
Common Stock by broker-dealers,  as well as any profit received on resale of the
Common Stock by  broker-dealers  purchasing for their own accounts may be deemed
to be underwriting  discounts and  commissions.  The Selling Security Holders or
purchasers  of the Common  Stock will pay all  discounts,  commissions  and fees
related to any sale of the Common Stock.

         The  Company's  executive  offices are located at 22570  Markey  Court,
Suite 220, Dulles, Virginia 21066, and the telephone number is (703) 444-7931.

         The Common  Stock is traded on the  NASDAQ  Smallcap  Market  under the
symbol  "GRDN".  On January 6, 1998,  the closing  high bid price for the Common
Stock as reported on the NASDAQ Smallcap Market was $2.50.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

         THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK.
         SEE "RISK FACTORS."

         No person has been  authorized  in  connection  with any offering  made
hereby to give any  information or to make any  representation  not contained in
this  Reoffer  Prospectus.  If  any  such  information  is  given  or  any  such
representation made, the information or representation should not be relied upon
as having been  authorization by the Company.  This Reoffer Prospectus is not an
offer to sell or a solicitation of an offer to buy any securities other than the
Common Stock offered by this Reoffer Prospectus, nor is it an offer to sell or a
solicitation  of an offer to buy any of the Common Stock  offered  hereby in any
jurisdiction where it is unlawful to make such an offer or solicitation. Neither
the  delivery  of this  Prospectus  nor  any  sale  hereunder  shall  under  any
circumstances  imply that the information in this Reoffer  Prospectus is correct
any time subsequent to January 6, 1998, the date of this Reoffer Prospectus.

                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission (the "SEC").  The Company has filed all reports required of it for at
least twelve months  preceding this filing.  Such reports,  proxy statements and
other information filed by the Company can be inspected and copied at the public
reference  facilities  maintained  by the SEC in  Washington,  D.C. at 450 Fifth
Street,  N.W., 20549.  Copies of these materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

         The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such information may be directed to the Company's President, Oliver
L. North, at 22570 Markey Court, Suite 220, Dulles,  Virginia 21066. The Company
intends to furnish its shareholders  annual reports which will contain financial
statements audited by independent accountants,  and other such reports as it may
determine to furnish or as may be required by law.

                                   THE COMPANY

         Guardian Technologies International, Inc. (the "Company") was organized
in the State of  Virginia  in October  1989 and  reincorporated  in the State of
Delaware in  February,  1996 for the purpose of  developing,  manufacturing  and
marketing ballistic protective body armor and life saving related products.  The
principal  office of the Company is located at 22570  Markey  Court,  Suite 220,
Dulles,  Virginia  20166 and its telephone  number is  703-444-7931.  Additional
information regarding the Company is set forth in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.

                                  RISK FACTORS

         The Common Stock offered is  speculative  and involves a high degree of
risk. Any and all of these factors could result in the purchaser of Common Stock
losing some or all of his or here  investment.  Accordingly,  in analyzing  this
Prospectus,  the  purchaser of the Common Stock  should  carefully  consider the
following factors, among others, relating to the Company:

         Competition;  Technical Obsolescence.  The body armor products business
is highly  competitive and the Company  competes with a number of companies that
are  better  established  than the  Company,  including  Safariland,  Protective
Apparel  Corporation  of  America  and  American  Body  Armor.  Many of the more
established   companies  have   substantially   greater   financial   resources,
facilities, and depth and experience of personnel than the Company. In addition,
the Company's  competitors  may develop and/or improve their body armor products
in  which  event  the  Company's  products  may be  rendered  obsolete  or  less
marketable.

         Key  Personnel.  The Company is  dependent on the services of Oliver L.
North and Joseph F.  Fernandez.  If the  Company  should  lose the  services  of
Messrs. North or Fernandez or others of its current management, there could be a
material   adverse  impact  on  the  Company's   business,   unless  a  suitable
replacement(s) could be found by the Company on satisfactory terms. There can be
no assurance,  however,  that the Company could engage suitable  replacements on
satisfactory  terms.  Consequently,  the loss of the  services of these  persons
could impose severe adverse consequences on the Company.

         Single Source of Raw  Materials.  The principal raw materials  required
for the Company's product are Spectra(R) 1000 fabric and Spectra Shield(R), both
made from Spectra(R) fiber, a product manufactured  exclusively by AlliedSignal,
Inc.  If the Company is unable to purchase  sufficient  quantities  of these raw
materials,  the Company's  ability to pursue its business plan would be impaired
and this would most likely have a  substantial  adverse  impact on the Company's
earnings.

         Ability of the Company to Continue as a Going  Concern.  The  Company's
financial  statements were prepared assuming that the Company will continue as a
going concern.  The Company's  independent  auditor in its report  regarding the
Company's  financial  statements has noted that the Company's  continued  losses
from operations raise  substantial doubt as to the Company's ability to continue
as a going concern.

         Control by Current Management.  The Company's  officers,  directors and
affiliates currently possess voting rights representing approximately 54% of the
Company's  outstanding  voting  securities.  Accordingly,  the Company's current
management and affiliates may be able to exercise  substantial  control over the
Company  including  influencing  the election of the  Company's  directors,  and
generally directing the affairs of the Company.

         Limited Market for the Company's Securities. The Company's Common Stock
is traded on the NASDAQ  Smallcap  Market under the Symbol GRDN.  However,  even
though  there is a public  market for the Common  Stock,  the Common Stock has a
very small  average  daily trading  volume.  Accordingly,  it is possible that a
shareholder  will not be able to resell some or all of his or her Common  Stock.
The thin  trading  volume  may also  make the  price of the  Common  Stock  more
volatile than  otherwise.  Hence,  a  shareholder  may not be able to resell the
Common  Stock at a price  comparable  to that  currently  quoted  on the  NASDAQ
Smallcap Market.

                            SELLING SECURITY HOLDERS

         As of the date  hereof,  the  Company  has  granted  options on 255,000
shares of Common Stock,  such grants having been made pursuant to the Plan.  The
options are  exerciseable at 100% of high bid market price on the date of grant,
more  specifically,  $2.50 per share.  Until such time as any of the grantees of
such options  exercise their options,  no information is available as to Selling
Security Holders. The Company will file an amendment Reoffer Prospectus when and
if appropriate.

                              PLAN OF DISTRIBUTION

         The Selling  Security  Holders  may sell the Common  Stock from time to
time in the  NASDAQ  Smallcap  Market,  or  otherwise,  at prices and terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or in
negotiated  transactions.  The Selling Security Holders expect to employ brokers
or dealers in order to sell the Common Stock.  Brokers or dealers engaged by the
Selling Security Holders may arrange for other brokers or dealers to participate
in effecting  sales.  Brokers or dealers will receive  commissions  or discounts
from the Selling Security Holders or from purchasers in amounts to be negotiated
immediately  prior to the sale, but which are not expected to deviate from usual
and customary brokers' commissions.

         No assurances  are given that the Selling  Security  Holders will offer
for sale or sell any or all of the  Common  stock  registered  pursuant  to this
Prospectus or an amended  prospectus.  Neither the Company nor Selling  Security
Holders  expect to  compensate  any finders to assist in the sales of the Common
Stock.

         The  Company  will  receive  the  exercise  price of the  options.  All
expenses  incurred in connection with the registration  under the Securities Act
and the offering of the securities hereby will be borne by the Company.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following  documents that the Company filed with the Commission are
hereby incorporated by reference into this Prospectus:

         1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996, which contains  financial  statements of the Company for that
fiscal year.

         2. The  Company's  quarterly  reports on Form  10-QSB for the  quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained  in the  Company's  registration  statement  on Form  SB-2  under  the
Securities  Act filed  with the  Commission  on March 22,  1996,  including  any
amendments or reports filed for the purpose of updating such description.
         All documents that the Company  subsequently  files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination  of  the  offering  of the  Common  Stock,  shall  be  deemed  to be
incorporated by reference into this Prospectus.

                                 INDEMNIFICATION

         The Company's  Certificate of  Incorporation  provides that the Company
shall, to the fullest extent permitted by the laws of the State of Delaware,  as
the same may be amended and  supplemented,  indemnify its officers and directors
under said section,  and the  indemnification  provided for therein shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any By-Law,  agreement, vote of securityholders or disinterested directors
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee or agent and shall insure to
benefit  of the  heirs,  executors,  and  administrators  of such a person.  The
Company  has the  power  to  purchase  and  maintain  officers'  and  directors'
liability  insurance in order to insure against the  liabilities  for which such
officers and directors are indemnified.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Company pursuant to the foregoing provision, or otherwise,  the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore  unenforceable.  In the event that a claim for indemnification against
such liabilities  other than the payment by the Company for expenses incurred or
paid by a director,  officer or controlling person in connection with the Common
Stock being  registered,  the Company  will unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a Court of
appropriate  jurisdiction the question whether such  indemnification  is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.
As filed with the Securities and Exchange Commission on January 21, 1998

File No. 333-2712-NY

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ------------------------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                            (A Delaware corporation)

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INDEX TO EXHIBITS

Exhibit      SEC Ref.          Page      Description of Exhibit
No.          No.               No.

A            2                           1997 Stock Option Plan of the Company

B            5, 24(a)                    Opinion and Consent of Counsel

C            24(b)                       Consent of Certified Public Accountants
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                             1997 STOCK OPTION PLAN

         1.  Purpose.  This 1997 Stock  Option Plan (the  "Plan") is intended to
provide  incentives:  (a)  to the  officers  and  other  employees  of  Guardian
Technologies  International,  Inc., a Delaware corporation (the "Company"),  and
any  present or future  subsidiaries  of the  Company  (individually  a "Related
Corporation" and  collectively  "Related  Corporations")  by providing them with
opportunities  to  purchase  stock in the Company  pursuant  to options  granted
hereunder that qualify as "incentive stock options" under Section 422A(b) of the
Internal  Revenue Code of 1986, as amended (the "Code")  (individually  an "ISO"
and collectively "ISOs"); (b) to directors,  officers, employees and consultants
of the Company and Related  Corporations by providing them with opportunities to
purchase stock in the Company pursuant to options granted  hereunder that do not
qualify  as  ISOs  (individually  a  "Non-Qualified   Option"  and  collectively
"Non-Qualified Options"); (c) to directors,  officers, employees and consultants
of the Company and Related  Corporations  by providing them with awards of stock
in  the  Company  ("Awards");  and  (d) to  director,  officers,  employees  and
consultants  of the Company  and Related  Corporations  by  providing  them with
opportunities  to make direct  purchases of stock in the Company  ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereinafter  individually as
an "Option" and collectively as "Options". Options, Awards and authorizations to
make Purchases are referred to hereinafter  collectively as "Stock  Rights".  As
used herein the terms "parent" and  "subsidiary"  mean "parent  corporation" and
subsidiary corporation,  respectively, as those terms are defined in Section 425
of the Code.

   2.       Administration of Plan.

              (a)  Board  or  Committee  Administration.   This  Plan  shall  be
administered  solely by the Company's  Board of Directors  (the "Board") or by a
Compensation  Committee  (the  "Committee")  consisting of not less than two (2)
members  of the  Board,  provided  the  members  of the Board or such  Committee
members have not within one year prior to such Committee  service  received,  or
during such service receive, a grant or award of Stock Rights under this Plan or
any other plan of the Company.  Hereinafter,  all references in this Plan to the
"Committee" shall mean the Board of no Committee has been appointed.  Subject to
ratification of the grant or  authorization of each Stock Right by the Board (if
so required by applicable state law), and subject to the terms of this Plan, the
Committee shall have the authority to (i) determine the employees of the Company
and Related  Corporations  (from  among the class of  employees  eligible  under
Section 3 below to receive  ISOs) to whom ISOs may be granted,  and to determine
(from among the class of individuals and entities eligible under Section 3 below
to receive  Non-Qualified  Options  and Awards  and to make  Purchases)  to whom
Non-Qualified  Options,  Awards  and  authorizations  to make  Purchases  may be
granted;  (ii)  determine  the time or times at which  Options  or Awards may be
granted or Purchases made; (iii) determine the option price of shares subject to
each Option,  which price shall not be less than the minimum price  specified in
Section 6 below, and the purchase price of shares subject to each Purchase; (iv)
determine whether each Option granted shall be an ISO or a Non-Qualified Option;
(v)  determine  (subject  to Section 7 below) the time or times when each Option
shall become exercisable and the duration of the exercise period; (vi) determine
whether  restrictions  such as  repurchase  options  are to be imposed on shares
subject to Options, Awards and Purchases and the nature of such restrictions, if
any;  and  (vii)  interpret  this  Plan and  prescribe  and  rescind  rules  and
regulations  relating  to this  Plan.  If the  Committee  determines  to issue a
Non-Qualified  Option,  the  Committee  shall  take  whatever  actions  it deems
necessary  under  Section  422A  of the  Code  and the  regulations  promulgated
thereunder,  to  ensure  that  such  Option  is  not  treated  as  an  ISO.  The
interpretation  and construction by the Committee of any provisions of this Plan
or of any Stock Right  granted  under this Plan shall be final unless  otherwise
determined by the Board.  The Committee may from  time-to-time  adopt such rules
and regulations for carrying out this Plan as it may deem appropriate. No member
of the Board or of the Committee shall be liable for any action or determination
made in good faith with  respect to this Plan or any Stock Right  granted  under
this Plan.

                  (b)  Committee  Actions.  The  Committee may select one of its
members as its chairman,  and shall hold meetings at such times and places as it
may  determine.  Acts by a  majority  of the  Committee,  or acts  reduced to or
approved in writing by a majority of the members of the Committee,  shall be the
valid acts of the Committee.  From  time-to-time the Board may increase the size
of the Committee and appoint  additional  members  thereof,  may remove  members
(with or without cause) and may appoint new members in  substitution  therefore,
fill  vacancies  (however  caused) or remove all  members of the  Committee  and
thereafter directly administer this Plan.

                  (c) Grant of Stock Rights to Board  Members.  Stock Rights may
be  granted  to  members  of the  Board,  but any such  grant  shall be made and
approved in accordance  with Section 2(d) below,  if  applicable.  All grants of
Stock  Rights to members  of the Board  shall in all other  respects  be made in
accordance  with the  provisions  of this  Plan  applicable  to  other  eligible
persons.  Members  of the Board who are  either (i)  eligible  for Stock  Rights
pursuant  to this Plan or (ii) have been  granted  Stock  Rights may vote on any
matters  affecting  the  administration  of this  Plan or the grant of any Stock
Rights  pursuant to this Plan,  except  that no such  member  shall act upon the
granting  to  himself or herself  of Stock  Rights,  but any such  member may be
counted in  determining  the  existence  of a quorum at any meeting of the Board
during which action is taken with respect to the granting to him or her of Stock
Rights.

                  (d)  Compliance   with  Federal   Securities   Laws.   Various
restrictions  apply to  officers  and  directors  and  others  who may be deemed
insiders.  Holders of Stock  Rights  should  consult  with  their  legal and tax
advisors regarding the securities law, tax law and other effects of transactions
under this Plan.  These  restrictions  relate to  holding  periods,  alternative
minimum tax calculations  and other matters and should be clearly  understood by
the holders of Stock Rights.

                  (e) Intent of Plan.  This Plan is intended to be an  "employee
benefit plan" under Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"). This Plan is also intended to
be a "compensatory benefit plan" under Rule 701 promulgated under the Securities
Act of 1933,  as amended.  Transactions  under this Plan are  intended to comply
with these Rules. To the extent any provisions of this Plan or any action by the
Committee or of the Board fails to so comply,  each  provision(s)  and action(s)
shall be deemed to be null and void, to the extent  permitted by applicable  law
and as deemed advisable by the Commission or the Board.

                  (f)  Shareholder  Approval.  Grants of incentive stock options
hereunder  shall be subject to  shareholder  approval of this Plan within twelve
(12) months following the date this Plan is approved and adopted by the Board.

         3. Eligible  Employees and Others.  ISOs may be granted to any employee
of the  Company or any  Related  Corporation.  Any  officer or  director  of the
Company who is not also an employee of the Company may not be granted ISOs under
this Plan.  Non-Qualified  Options,  Awards and authorizations to make Purchases
may be granted to any employee,  officer or director (whether or not such person
is also an  employee  of the  Company)  or to  consultant  to the Company or any
Related  Corporation.  The Committee may take into  consideration  a recipient's
individual circumstances in determining whether to grant an ISO, a Non-Qualified
Option, an Award or an authorization to make a Purchase. The granting of a Stock
Right to any  individual  or entity shall  neither  entitle that  individual  or
entity to, nor disqualify  that individual or entity from  participation  in any
other grant of Stock Rights.

         4. Stock.  The stock subject to Options,  Awards and Purchases shall be
authorized but unissued  shares of Common Stock of the Company,  $.001 par value
per share (the  "Common  Stock"),  or shares of Common Stock  reacquired  by the
Company  in any  manner.  The  aggregate  number  of  shares  that may be issued
pursuant  to the Plan is one  million  (1,000,000),  subject  to  adjustment  as
provided  in  Section  13  below.  Any  such  shares  may  be  issued  as  ISOs,
Non-Qualified  Options or Awards or to individuals or entities making Purchases,
so long as the  number of  shares so issued  does not  exceed  such  number,  as
adjusted.  If any Option  granted  under this Plan shall expire or terminate for
any reason  without  having been exercised in full or shall cease for any reason
to be  exercisable  in whole or in part, or if the Company  shall  reacquire any
unvested shares issued pursuant to Awards or Purchases,  the unpurchased  shares
subject to such Options and any  unvested  shares so  reacquired  by the Company
shall again be available for grants of Stock Rights under this Plan.

         5.  Granting of Stock  Rights.  Stock Rights may be granted  under this
Plan at any time until ten years after the date of the  approval and adoption of
this Plan by the Board.  The date of grant of a Stock Right under this Plan will
be the date  specified  by the  Committee at the time it grants the Stock Right;
provided,  however,  that such date  shall not be prior to the date on which the
Committee acts to approve the grant.  The Committee  shall have the right,  with
the consent of the  optionee,  to convert an ISO granted  under this Plan into a
Non-Qualified Option pursuant to Section 16 below.

         6.       Minimum Option Price; ISO Limitations.

                  (a) Price for  Non-Qualified  Options.  The exercise price per
share specified in the agreement relating to each  Non-Qualified  Option granted
under  this Plan shall in no event be less than the lesser of (i) the book value
per share of the Common  Stock as of the end of the fiscal  year of the  Company
immediately  preceding the date of such grant or (ii) fifty percent (50%) of the
fair  market  value per share of the  Common  Stock on the date of such  grant .
Subject  to  the  foregoing   sentence,   the  exercise   price  and  nature  of
consideration for Non-Qualified Options granted hereunder shall be determined by
the Committee or the Board in its sole  discretion,  taking into account factors
it deems relevant.

                  (b) Price for ISOs. The exercise price per share  specified in
the  agreement  relating to each ISO  granted  under this Plan shall not be less
than the fair  market  value per share of the  Common  Stock on the date of such
grant.  In  the  case  of an ISO  to be  granted  to an  employee  owning  stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the  Company or of any  Related  Corporation,  the price per
share specified in the agreement relating to such ISO shall not be less than one
hundred  ten  percent  (110%) of the fair  market  value per share of the Common
Stock on the date of grant.

                  (c) $100,000 Annual Limitation on ISOs. Each eligible employee
may be granted  ISOs only to the extent that (in the  aggregate  under this Plan
and  all  incentive   stock  options  plans  of  the  Company  and  any  Related
Corporation),  such ISOs do not  become  exercisable  for the first time by such
employee during any calendar year in a manner that would entitle the employee to
purchase  more than  $100,000 in fair market value  (determined  at the time the
ISOs were  granted)  of the Common  Stock in that  calendar  year.  Any  options
granted to an employee in excess of that amount will be granted as Non-Qualified
Options.

                  (d) Awards and Purchases. Awards and Purchases under this Plan
shall be made at prices  equal to the fair market  value of the Common  Stock on
the date of such Award or Purchase. Fair market value shall be determined by the
Committee or the Board in its sole  discretion in  accordance  with Section 6(d)
below.  Shares of Common Stock may be issued in Award and Purchase  transactions
for any lawful  consideration  determined  by the  Committee or the Board in its
sole discretion.

                  (e)  Determination  of Fair Market  Value.  If, at the time an
Option is granted  under this  Plan,  the  Company's  Common  Stock is  publicly
traded,  "fair market value" shall be determined as of the last business day for
which the prices or quotes discussed in this sentence are available prior to the
date such Option is granted and shall mean (i) the average (on that date) of the
high and low prices of the Common  Stock on the  principal  national  securities
exchange on which the Common Stock is traded, if the Common Stock is then-traded
on a national securities exchange; or (ii) the last reported sale price (on that
date) of the Common  Stock on the NASDAQ  National  Market  List,  if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid  price  (or  average  of bide  prices)  last  quoted  (on  that  date) by an
established  quotation service for  over-the-counter  securities,  if the Common
Stock is not reported on the NASDAQ National Market List. However, if the Common
Stock is not publicly  traded at the time an Option is granted  under this Plan,
"fair market  value" shall be deemed to be the fair value of the Common Stock as
determined  by the Committee or the Board in its sole  discretion,  after taking
into  consideration all factors that it deems  appropriate,  including,  without
limitation,  recent  sale and  offer  prices  of the  Common  Stock  in  private
transactions negotiated at arm's length.

         7.  Option  Duration.  Subject to earlier  termination  as  provided in
Sections 9 and 10 below,  each Option shall expire on the date  specified by the
Committee  or the  Board,  but not more than (i) ten (10)  years and one (1) day
from the date of grant in the case of Non-Qualified Options, (ii) ten (10) years
from the date of grant in the case of ISOs  generally  and (iii)  five (5) years
from the date of grant in the case of ISOs  granted to an employee  owning stock
possessing more than ten percent (10%) of the total combined voting power of all
classes  of stock of the  Company  or of any  Related  Corporation.  Subject  to
earlier termination as provided in Sections 9 and 10 below, the term of each ISO
shall be the term set forth in the original instrument granting such ISO, except
with  respect  to any part of such ISO that is  converted  into a  Non-Qualified
Option pursuant to Section 16 below.

         8. Exercise of Options. Subject to the provisions of Sections 9 through
12 below, each Option granted under this Plan shall be exercisable as follows:

                  (a) Vesting.  The Option shall either be fully  exercisable on
the date of grant or shall become exercisable thereafter in such installments as
the Committee or Board may specify.

                  (b) Full Vesting of Installments.  Once an installment becomes
exercisable it shall remain  exercisable  until expiration or termination of the
Option, unless otherwise specified by the Committee or the Board.

                  (c)  Partial  Exercise.  Each  Option  or  installment  may be
exercised at any time or from  time-to-time,  in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.

                  (d) Acceleration of Vesting.  The Committee or the Board shall
have the right to  accelerate  the date of  exercise of any  installment  of any
Option;  provided,  however,  that the Committee or the Board shall not, without
the consent of the optionee,  accelerate the exercise date of any installment of
any Option granted to any employee as an ISO (and not previously  converted into
a Non-Qualified  Option pursuant to Section 16 below) if such acceleration would
violate the annual vesting limitation  contained in Section 422A(d) of the Code,
as described in Section 6(c) above.

         9. Termination of Employment.  If an ISO optionee ceases to be employed
by the  Company  or any  Related  Corporation  other  than by reason of death or
disability  as  defined in Section  10 below,  no further  installments  of such
optionee's  ISOs  shall  become  exercisable,  and such  optionee's  ISOs  shall
terminate  after the passage of ninety (90) days from the date of termination of
such  optionee's  employment,  but in no event  later  than on  their  specified
expiration  date(s),  except to the  extent  that such ISOs (or the  unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
Section 16 below.  Employment  shall be considered  as continuing  uninterrupted
during any bona fide leave of  absence  (such  those  attributable  to  illness,
military obligations, or governmental service), provided that the period of such
leave does not exceed  ninety (90) days or, if longer,  any period  during which
such  optionee's  right to  reemployment  is guaranteed by statute.  A bona fide
leave of absence with the written  approval of the  Committee or the Board shall
not be considered an interruption of employment  under this Plan,  provided that
such  written  approval  contractually  obligates  the  Company  or any  Related
Corporation to continue the employment of the optionee after the approved period
of absence.  ISOs granted under this Plan shall not be affected by any change of
employment within or among the Company and any Related  Corporation.  Nothing in
this Plan shall be deemed to give any grantee of any Stock Right the right to be
retained  in  employment  or other such  service by the  Company or any  Related
Corporation for any period of time.

         10.      Death; Disability.

                  (a) Death.  If an ISO  optionee  ceases to be  employed by the
Company or any Related  Corporation by reason of such optionee's  death, any ISO
of such  optionee may be  exercised,  to the extent of the number of shares with
respect to which the optionee could have exercised on the date of the optionee's
death, by the optionee's estate,  personal representative or beneficiary who has
acquired the ISO by will or by the laws of descent and distribution, at any time
prior to the  earlier of the  specified  expiration  date of the ISO or one year
from the date of the optionee's death.

                  (b)  Disability.  If an ISO optionee  ceases to be employed by
the Company or any Related  Corporation by reason of  disability,  such optionee
(or such optionee's  custodian) shall have the right to exercise any ISO held by
such optionee on the date of  termination  of  employment,  to the extent of the
number of shares with respect to which the optionee could have exercised on that
date, at any time prior to the earlier of the specified  expiration  date of the
ISO or one year from the date of the  termination of the optionee's  employment.
For purposes of this Plan, the term "disability" shall mean "permanent and total
disability" as defined in Section 22(d)(3) of the Code or any successor statute.

         11.  Assignability.  No Option or Derivative  Security (as that term is
defined in Rule 16b-3 under the 1934 ct) shall be assignable or  transferable by
the optionee  except as permitted under Rule 16b-3 under the 1934 Act or by will
or by the laws of decent  and  distribution,  and  during  the  lifetime  of the
optionee each Option shall be exercisable only by the optionee.

         12.  Terms and  Conditions  of Options.  Options  shall be evidenced by
instruments  (which need not be  identical) in such form as the Committee or the
Board may from time-to-time approve. Such instruments shall conform to the terms
and  conditions  set forth in  Section 6 through 11 above and may  contain  such
other  provisions as the Committee or the Board deems  advisable,  which are not
inconsistent  with  this  Plan,  including,  without  limitation,   restrictions
applicable  to shares of the  Company's  Common Stock  issuable upon exercise of
Options.  In granting  Non-Qualified  Options,  the  Committee  or the Board may
specify that  Non-Qualified  Options  shall be subject to the  restrictions  set
forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee or the Board may  determine.  The Committee or Board
may from time-to-time  confer authority and responsibility on one or more of its
members  and/or one or more  officers of the Company to execute and deliver such
instruments.  The proper  officers of the Company are authorized and directed to
take any and all action  necessary or advisable from  time-to-time  to carry out
the terms of such instruments.

         13. Adjustments. Upon the occurrence of any of the following events, an
optionee's  rights with  respect to Options  granted to the  optionee  hereunder
shall  be  adjusted  as  hereinafter  provided,  unless  otherwise  specifically
provided in the written agreement between the optionee and the Company regarding
such Option:

                  (a) Stock  Dividends  and Stock  Splits.  If the shares of the
Company's Common Stock shall be subdivided or combined into a greater or smaller
number of shares or if the Company  shall issue any shares of Common  Stock as a
stock dividend on its outstanding  Common Stock,  the number of shares of Common
Stock deliverable upon the exercise of Options shall be appropriately  increased
or decreased  proportionately,  and appropriate adjustments shall be made in the
purchase  price per share to  reflect  such  subdivision,  combination  or stock
dividend.

                  (b)  Assumption  of Options by  Successors.  In the event of a
dissolution or liquidation of the Company,  a merger in which the Company is not
the surviving  entity,  or the sale of all or substantially all of the Company's
assets,  the Committee or the Board may in its sole  discretion  accelerate  the
exercisability  of any or all outstanding  Options so that such Options would be
exercisable in full prior to the consummation of such dissolution,  liquidation,
merger or asset sale at such times and on such  conditions  as the  Committee or
the Board shall  determine,  unless the successor  entity,  if any,  assumes the
outstanding Options or substitutes substantially equivalent options therefore.

                  (c)  Recapitalization  or  Reorganization.  In the  event of a
recapitalization  or  reorganization  of the Company  (other than a  transaction
described in Section 13(b) above) pursuant to which securities of the Company or
of another  entity are issued with respect to the  outstanding  shares of Common
Stock, an optionee,  upon exercising an Option, shall be entitled to receive for
the purchase  price paid upon such exercise the  securities  the optionee  would
have   received  if  the  optionee  had  exercised  the  Option  prior  to  such
recapitalization or reorganization.

                  (d) Modification of ISOs.  Notwithstanding the foregoing,  any
adjustments  made pursuant to Sections  13(a),  (b) or (c) above with respect to
ISOs shall be made only after the Committee or the Board,  after consulting with
counsel for the Company,  determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 425 of the Code)
or would cause any adverse tax consequences for the holders of such ISOs. If the
Committee or the Board determines that such adjustments made with respect to ISO
would  constitute a  modification  of such ISOs, it may refrain from making such
adjustments.

                  (e) Dissolution or  Liquidation.  In the event of the proposed
dissolution  or   liquidation  of  the  Company,   each  Option  will  terminate
immediately  prior to the  consummation of such proposed action or at such other
time  and  subject  to such  other  conditions  as shall  be  determined  by the
Committee or the Board.

                  (f)  Issuances of  Securities.  Except as  expressly  provided
herein,  no  issuance  by the  Company  of shares of stock of any  class,  or of
securities  convertible into shares of stock of any class,  shall affect, and no
adjustments by reason thereof shall be made with respect to, the number or price
of shares subject to Options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

                  (g) Fractional  Shares.  No fractional  shares shall be issued
under this Plan and each optionee shall receive from the Company cash in lieu of
such fractional shares.

                  (h)  Adjustments.  Upon the  happening of any of the foregoing
events  described in section  13(a),  (b) or (c) above,  the class and aggregate
number of shares set forth in Section 4 above that are  subject to Stock  Rights
that previously  have been or subsequently  may be granted under this Plan shall
also be appropriately adjusted to reflect the events described in such Sections.
The Committee or the successor board shall determine the specific adjustments to
be made  under  this  Sections.  The  Committee  or the  successor  board  shall
determine the specific adjustments to be made under this Section 13 and, subject
to Section 2 above, its determination shall be conclusive.

If any person or entity owning restricted Common Stock obtained by exercise of a
Stock Right made hereunder  receives  shares or securities or cash in connection
with a corporate  transaction  described in Section 13(a), (b) or (c) above as a
result of owning such restricted Common Stock, such shares or securities or cash
shall be subject to all of the  conditions  and  restrictions  applicable to the
restricted  Common Stock with respect to which such shares or securities or cash
were issued,  unless  otherwise  determined  by the  Committee or the  successor
board.

         14. Means of  Exercising  Stock  Rights.  A Stock Right (or any part of
installment  thereof) shall be exercised by giving written notice to the Company
at its  principal  office  address.  Such notice shall  identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being  exercised,  accompanies by full payment of the purchase  price  therefore
either  (a)  in  United  States  dollars  in  cash  or by  check,  or (b) at the
discretion of the Committee or Board, through delivery of shares of Common Stock
having a fair market  value equal (as of the date of the  exercise)  to the cash
exercise price of the Stock Right,  or (c) at the discretion of the Committee or
Board,  through  delivery of the grantee's  personal  recourse  promissory  note
bearing  interest  payable  not less than  annually  at no less than one hundred
percent  (100%) of the lowest  applicable  Federal  rate (as  defined in Section
1274(d) of the Code),  or (d) at the  discretion  of the Committee or the Board,
through  the use of some of the  shares or the  rights to  purchase  some of the
shares for which the Option is being exercised,  or (e) at the discretion of the
Committee  or the  Board  exercises  its  discretion  to permit  payment  of the
exercise  price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the  preceding  sentence,  such  discretion  shall be exercised in
writing at the time of the grant of the ISO in questions.  The holder of a Stock
Right  shall not have the  rights of a  shareholder  with  respect to the shares
covered  by his,  her its Stock  Rights  until the date of  issuance  of a stock
certificate  for such shares.  Except as expressly  provided in Section 13 above
with respect to changes in  capitalization  and stock  dividends,  no adjustment
shall be made for  dividends  or similar  rights  for which the  record  date is
before the date such stock certificate is issued.

         15. Term and  Amendment of Plan.  This Plan was approved and adopted by
the Board and approved by the  Stockholders on December 8, 1997. This Plan shall
expire in 1999 (except as to Options  outstanding on that date).  Subject to the
provisions of Section 5 above, Stock Rights may be granted under this Plan prior
to the date of  stockholder  approval of this Plan.  The Board may  terminate or
amend this Plan in any respect at any time;  provided,  however,  that the Board
may not amend this Plan in any of the following respects without the approval of
the Company's  stockholders  obtained  within twelve (12) months before or after
the Board adopts a resolution  authorizing any of the following actions: (a) the
total  number of shares that may be issued  under this Plan may not be increased
(except by  adjustment  pursuant  to Section 13 above);  (b) the  provisions  of
Section 3 above  regarding  eligibility  for grants of ISOs may not be modified;
(c) the  provisions of Section 6(b) above  regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to Section 13 above);  and (d) the expiration date of this Plan may not
be extended.  Except as  otherwise  provided in this Section 15, in no event may
action of the Board or the stockholders alter or impair the rights of a grantee,
without such grantee's consent, under any Stock Right previously granted to such
grantee.  The  Committee  or the Board  may  amend the terms of any Stock  Right
granted if such amendment is agreed to by the recipient of such Stock Rights.

         16. Conversion of ISO' Into Non-Qualified Options; Termination of ISOs.
The Committee or the Board, at the written  request of any optionee,  may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any  installments  or portions of  installments  thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the  expiration  of such ISOs,  regardless  of  whether  the  optionee  is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include,  but shall not be limited to,  extending  the exercise
period of reducing the exercise price of the  appropriate  installments  of such
Options.  At that time of such conversion,  the Committee or the Board (with the
consent of the  Optionee)  may impose  such  conditions  on the  exercise of the
resulting  Non-Qualified Options as the Committee or the Board in its discretion
may determine,  provided that such conditions shall not be inconsistent with the
Plan.  Nothing  in this Plan shall be deemed to give any  optionee  the right to
have such  optionee's  ISOs converted into  Non-Qualified  Options,  and no such
conversion  shall  occur  until and  unless  the  Committee  or the Board  takes
appropriate  action.  The  Committee  or the  Board,  with  the  consent  of the
optionee,  may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

         17. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchasers  authorized under this
Plan shall be used for general corporate purposes.

         18. Government Regulation. The Company's obligation to sell and deliver
shares  of Common  Stock  under  this Plan is  subject  to the  approval  of any
governmental  authority required in connection with the authorization,  issuance
or sale of such shares.

         19.  Withholding  of Additional  Income  Taxes.  Upon the exercise of a
Non-Qualified  Option, the grant of an Award, the making of an Award, the making
of a Purchase of Common Stock for less than its fair market value, the making of
a Disqualifying Disposition (as that term is defined in Section 20 below) or the
vesting of restricted  Common Stock  acquired upon the exercise of a Stock Right
hereunder,  the Company,  in accordance  with Section  2402(a) of the Code,  may
require the optionee, Award recipient or purchaser to pay additional withholding
taxes in respect of the amount that is  considered  compensation  includable  in
such individual's gross income. The Committee or the Board in its discretion may
condition (i) the exercise of an Option,  (ii) the grant of an Award,  (iii) the
making of a Purchase of Common Stock for less than its fair market value or (iv)
the vesting of restricted  Common Stock acquired by exercising a Stock Right, on
the grantee's payment of such additional withholding taxes.

         20. Notice to Company of Disqualifying  Disposition.  Each employee who
receives  an ISO must agree to notify the Company in writing  immediately  after
the employee  makes a  Disqualifying  Disposition of any shares of the Company's
Common  Stock  acquired  pursuant  to the  exercise  of an ISO. A  Disqualifying
Disposition is any disposition  (including any sale) of such Common Stock before
the later of (a) two (2) years after the date the  employee  was granted the ISO
or (b) one (1) year after the date the  employee  acquired  the Common  Stock by
exercising  the ISO. If the employee dies before such shares of Common Stock are
sold,  these  holding  period  requirements  do not apply  and no  Disqualifying
Disposition can occur thereafter.

         21. Governing Law; Construction.  The validity and construction of this
Plan and the instruments  evidencing  Stock Rights shall be governed by the laws
of the State of Utah,  or the laws of any  jurisdiction  in which the Company or
its  successors  in interest may be  organized.  In  construing  this Plan,  the
singular  shall  include the plural and the  masculine  gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.

         22.  Financial  Assistance.  The Company is vested with authority under
this  Plan to  assist  any  employee  to whom an  Option  is  granted  hereunder
(including any director or officer of the Company or any Related Corporation) in
the payment of the purchase  price  payable  upon the exercise of an Option,  by
lending the amount of such  purchase  price to such  employee on such terms,  at
such rates of interest  and upon such  security  (or with no  security) as shall
have been authorized by the Committee or the Board.
January 5, 1998

Oliver L. North, President
Guardian Technologies International, Inc.
22570 Markey Court, Suite 220
Dulles, Virginia 21066

Gentlemen:

         I am securities counsel for Guardian  Technologies  International,
Inc.  ("Guardian").  You have asked me to render this opinion to Guardian.

         You have advised that:

         1.       Guardian is current in its reporting  responsibilities  to the
Securities and Exchange Commission as mandated by the Securities Exchange Act of
1934, as amended;

         2.  The 1997  Stock  Option  Plan was  approved  at  Guardian's  Annual
Shareholders Meeting held December 8, 1997.

         I have read such  documents  as have been  made  available  to me.  For
purposes of this opinion, I have assumed the authenticity of such documents.

         Based on the  accuracy  of the  information  supplied  to me,  it is my
opinion that Guardian may avail itself of a  Registration  Statement on Form S-8
and is qualified to do so, and further,  it is my opinion that shares  issued to
officers,  directors and/or key employees pursuant to the 1997 Stock Option Plan
will, when and if exercised by such grantees, are freely tradeable.

         I consent to the use of my name in the Registration  Statement filed on
Form S-8.

                                                 Very truly yours,

                                                 Herbert M. Jacobi
To the Board of Directors
Guardian Technologies International, Inc.
Dulles, Virginia

We hereby consent to the use in this  Registration  Statement  (Form S-8) of our
report,  dated March 12, 1997,  except for Note 15 as to which the date is April
10,  1997,  relating  to  the  financial  statements  of  Guardian  Technologies
International, Inc.

Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
January 7, 1998