0001260768-05-000028 Sample Contracts

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2005 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • Virginia

THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of December 10, 2004, by and between Guardian Technologies International, Inc .., a Delaware corporation (the “Company ” ), and Steven Lancaster (the “Employee”).

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PLACEMENT AGREEMENT
Placement Agreement • May 13th, 2005 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • Iowa

THIS PLACEMENT AGREEMENT (this “Agreement”) is made and entered into effective as of this 15th day of January, 2005, by and between Berthel Fisher & Company Financial Services, Inc., an Iowa corporation (the “Placement Agent”), whose address is 701 Tama Street, Building B, Marion, Iowa 52302, and Guardian Technologies International, Inc., a Delaware corporation (the “Company”), whose address is 21351 Ridgetop Circle, Suite 300, Dulles, Virginia 20166.

Contract
Units Purchase Agreement • May 13th, 2005 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • Virginia

THE SECURITIES BEING OFFERED AND SOLD PURSUANT TO THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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