Registration Rights Agreement - RAPIDTRON INC - 2-5-2004 by RPDT-Agreements

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									                                 REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of November 12, 2003, is made
between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and
Rapidtron, Inc., a Nevada corporation (the "Company").

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investor is purchasing from
the Company, pursuant to a Unit Purchase Agreement dated the date hereof (the "Purchase Agreement"), Units
of the Company, each Unit consisting of one Common Share and one Warrant exercisable to purchase one
additional Common Share (terms not defined herein shall have the meanings ascribed to them in the Purchase
Agreement); and

WHEREAS, the Company desires to grant to the Investors the registration rights set forth herein with respect to
the Common Shares and the Common Shares acquirable upon exercise of the Warrants purchased pursuant to
the Purchase Agreement (sometimes referred to herein as the "Securities");

NOW, THEREFORE, the parties hereto mutually agree as follows:

Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until (i) the
Registration Statement has been declared effective by the Securities and Exchange Commission ("SEC"), and all
Securities have been disposed of pursuant to the Registration Statement,
(ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or
any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been
otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and
the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a
restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold
without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect)
under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the
foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common Shares, such adjustment shall be
deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

Section 2. Restrictions on Transfer. Each Investor acknowledges and understands that prior to the registration of
the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Securities Act. Each Investor understands that no disposition or transfer of the Securities may be made
by the Investor in the absence of (i) an opinion of counsel to the Investor, in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii)
such registration.

With a view to making available to the Investors the benefits of Rule 144 under the Securities Act or any other
similar rule or regulation of the SEC that may at any time

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permit the Investors to sell securities of the Company to the public without registration, the Company agrees to
do the following until two years following the issuance of any Security or until there no longer exists any
Registrable Security:

(a) comply with the provisions of paragraph (c)(1) of Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required to be filed with the SEC
pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to either of such sections,
irrespective of whether the Company is then subject to such reporting requirements; and

(c) Upon request by the transfer agent of the Company (the "Transfer Agent"), the Company shall provide the
Transfer Agent an opinion of counsel, which opinion shall be reasonably acceptable to the Transfer Agent, that to
the extent true based upon the satisfactory evidence and certifications provided by the applicable Investor and his
or her broker, the Investor has complied with the applicable conditions of Rule 144 ( or any similar provision then
in force) under the Securities Act.

Section 3. Registration Rights With Respect to the Securities.

(a) Subject to the conditions set forth in Section 16 below, the Company agrees that it will use its best efforts to
prepare and file with the SEC, within sixty (60) days after the Closing Date, a registration statement (on Form S-
1, Form SB-2 or other appropriate registration statement form) under the Securities Act (the "Registration
Statement"), at the sole expense of the Company except as provided in Section 3(c) hereof), in respect of the
Investors, so as to permit a public offering and resale of the Securities under the Act by the Investors as selling
stockholders and not as underwriters. The Registration Statement shall be prepared with the assistance of legal
counsel selected by the Lead Investor and approved by the Company (the "Lead Counsel").

The Company shall fully cooperate with the Lead Counsel and provide all information requested by the Lead
Counsel to prepare the Registration Statement within a reasonable time. The Company shall provide the Lead
Investor with copies of any comment letters received from the SEC with respect thereto within two (2) trading
days of receipt thereof. The Company shall use its best efforts to cause such Registration Statement to become
effective within five (5) days of SEC clearance to request acceleration of effectiveness. The number of shares
designated in the Registration Statement to be registered shall include all the Registrable Securities held by the
Investor on the day prior to the filing date of the Registration Statement, and shall include appropriate language
regarding reliance upon Rule 416 to the extent permitted by the SEC. The Company will notify the Lead Investor
of the effectiveness of the Registration Statement within three trading days of such event.

(b) Subject to the conditions set forth in Section 16 below, and further provided that a shelf-registration statement
is and continues to be permitted by law, the Company will maintain the Registration Statement or post-effective
amendment filed under this Section 3 effective under the Securities Act until the earlier of (i) the date that none of
the Securities covered by such Registration Statement are or may become issued and outstanding,
(ii) the date

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that all of the Securities have been sold pursuant to such Registration Statement, (iii) the date the Lead Investor
receives an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Lead
Investor, that the Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all
Securities have been otherwise transferred to persons who may trade such shares without restriction under the
Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend, (v) all Securities may be sold without any time, volume or manner
limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of
counsel to the Company, which counsel shall be reasonably acceptable to the Lead Investor, or (vi) two (2)
years from the original issuance date of the Securities (the "Effectiveness Period"). The Company shall prepare
any supplement and/ or post-effective amendment and the same shall be reviewed and delivered to and filed with
the SEC in the same manner as set forth in subparagraph 3(a) above.

(c) Subject to the conditions set forth in Section 16 below, all fees, disbursements and out-of-pocket expenses
and costs incurred by the Company in connection with the preparation and filing of the Registration Statement
under subparagraph 3(a) or the supplement(s) and post-effective amendment(s) under subparagraph 3(b) and in
complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the
Company) shall be borne by the Company. The Investors shall bear the cost of underwriting and/or brokerage
discounts, fees and other costs, if any, applicable to the Securities being registered and the fees and expenses of
their counsel. The Lead Investor and its counsel shall have a reasonable period, not to exceed five
(5) trading days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the
SEC, and the Company shall provide the Lead Investor with copies of any comment letters received from the
SEC with respect thereto within two (2) trading days of receipt thereof. Subject to the conditions set forth in
Section 16 below, the Company shall qualify any of the securities for sale in such states as the Lead Investor
reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the
Company shall not be required to qualify in any state which will require an escrow or other restriction relating to
the Company and/or the sellers, or which will require the Company to qualify to do business in such state or
require the Company to file therein any general consent to service of process. The Company at its expense will
supply the Lead Investor with a copy of the applicable Registration Statement and the prospectus included
therein for use by the Investors in such quantities as may be reasonably requested by the Investors.

(d) The Company shall not be required by this Section 3 to include an Investor's Securities in any Registration
Statement which is to be filed if, in the opinion of counsel for both the Investor and the Company (or, should they
not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the
Investor and the Company) the proposed offering or other transfer as to which such registration is requested is
exempt from applicable federal and state securities laws and would result in all purchasers or transferees
obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act.

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(e) In the event that the conditions set forth in Section 16 below have continued to be satisfied and (i) the
Company fails to cooperate or provide the information to Lead Counsel pursuant to Section 3(a) above or (ii) the
Company fails to provide to the Lead Counsel the information to keep such Registration Statement effective as
required in Section 3(b) above (each a "Registration Default") then the Company will pay Investor (pro rated on
a daily basis) in cash or, at the option of the Investor, in Common Shares on the trading day prior to the date of
payment, as liquidated damages for such failure and not as a penalty two percent (2%) of the aggregate market
value of Common Shares purchased from the Company and held by the Investor for each month thereafter until
such Registration Statement has been filed and declared effective. Such payment of the liquidated damages shall
be made to the Investors in cash, within five (5) calendar days of demand, provided, however, that the payment
of such liquidated damages shall not relieve the Company from its obligations to register the Securities pursuant to
this Section. Notwithstanding anything to the contrary contained herein, a failure to maintain the effectiveness of a
filed Registration Statement or the ability of an Investor to use an otherwise effective Registration Statement to
effect resales of Securities during the period after forty-five (45) days and within one hundred five (105) days
from the end of the Company's fiscal year resulting solely from the need to update the Company's financial
statements contained or incorporated by reference in such Registration Statement shall not constitute a
Registration Default and shall not trigger the accrual of liquidated damages hereunder.

If the Company does not remit the payment to the Investors as set forth above, the Company will pay the
Investors reasonable costs of collection, including attorneys' fees, in addition to the liquidated damages. The
registration of the Securities pursuant to this provision shall not affect or limit the Investors' other rights or
remedies as set forth in this Agreement.

(f) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration
Statement in which it is required to include Securities pursuant to this Section 3.

(g) If at any time or from time to time after the effective date of any Registration Statement, the Company notifies
the Lead Investor in writing of the existence of a Potential Material Event (as defined in Section 3(h) below), the
Investors shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities,
from the time of the giving of notice with respect to a Potential Material Event until the Lead Investor receives
written notice from the Company that such Potential Material Event either has been disclosed to the public or no
longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend the right
to such holders of Securities for more than twenty (20) days in the aggregate during any twelve month period,
during the period the Registration Statement is required to be in effect, and if such period is exceeded, such event
shall be a Registration Default and subject to liquidated damages as set forth in Section 3(e) hereof. If a Potential
Material Event shall occur prior to the date a Registration Statement is required to be filed, then the Company's
obligation to file such Registration Statement shall be delayed without penalty for not more than twenty (20) days,
and such delay or delays shall not constitute a Registration Default. Such twenty (20) day period shall not be in

addition to the twenty (20) day period allowed during the period the Registration Statement is required to be in
effect. The

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Company must, if lawful, give the Lead Investor notice in writing at least two
(2) trading days prior to the first day of the blackout period.

(h) "Potential Material Event" means any of the following: (a) the possession by the Company of material
information not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive
Officer or the Board of Directors of the Company that disclosure of such information in a Registration Statement
would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by
the Company which would, in the good faith determination of the Chief Executive Officer or the Board of
Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of
Directors of the Company that the applicable Registration Statement would be materially misleading absent the
inclusion of such information.

Section 4. Cooperation with Company. The Investors will cooperate with the Company in all respects in
connection with this Agreement, including timely supplying all information reasonably requested by the Company
(which shall include all information regarding the Investors and proposed manner of sale of the Registrable
Securities required to be disclosed in any Registration Statement) and executing and returning all documents
reasonably requested in connection with the registration and sale of the Registrable Securities and entering into
and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in
usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing
in this Agreement shall obligate any Investor to consent to be named as an underwriter in any Registration
Statement. Subject to the conditions set forth in Section 16 below, the obligation of the Company to register the
Registrable Securities shall be absolute and unconditional as to those Securities which the SEC will permit to be
registered without naming the Investors as underwriters. Any delay or delays caused by the Investors by failure to
cooperate as required hereunder shall not constitute a Registration Default.

Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this
Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except
as otherwise provided in this Agreement), as expeditiously as possible, subject to the Investors' assistance and
cooperation as reasonably required with respect to each Registration Statement:

(a) (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities
covered by such Registration Statement whenever the Investors shall desire to sell or otherwise dispose of the
same (including prospectus supplements with respect to the sales of securities from time to time in connection
with a registration statement pursuant to Rule 415 promulgated under the Act) and (ii) take all lawful action such
that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements

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therein, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming
part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the
Registration Period include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading;

(b) (i) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the
Investors as required by Section 3(c) and reflect in such documents all such comments as the Investors (and their
counsel) reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or
equivalents) and (ii) furnish to each Investor such numbers of copies of a prospectus including a preliminary
prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the
requirements of the Securities Act, and such other documents as such Investor may reasonably request in order
to facilitate the public sale or other disposition of the securities owned by such Investor;

(c) register and qualify the Registrable Securities covered by the Registration Statement under such other
securities or Blue Sky laws of such jurisdictions as the Investors shall reasonably request (subject to the
limitations set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or
advisable to enable each Investor to consummate the public sale or other disposition in such jurisdiction of the
securities owned by such Investor;

(d) list such Registrable Securities on the National Association of Securities Dealers over the counter bulletin
board or such other principal market for the Common Shares (the "Principal Market"), if the listing of such
Registrable Securities is then permitted under the rules of such Principal Market;

(e) notify each Investor at any time when a prospectus relating thereto covered by the Registration Statement is
required to be delivered under the Act, of the happening of any event of which it has knowledge as a result of
which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a
curative amendment under Section 5(a) as quickly as commercially possible;

(f) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by
the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest
possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other
suspension;

(g) cooperate with the Investors to facilitate the timely preparation and delivery of certificates for the Registrable
Securities to be offered pursuant to the Registration

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Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as
the case may be, as the Investors reasonably may request and registered in such names as the Investors may
request; and, within three (3) trading days after a Registration Statement which includes Registrable Securities is
declared effective by the SEC, deliver and cause legal counsel selected by the Company to deliver to the transfer
agent for the Registrable Securities (with a copy to the Lead Investor) an appropriate instruction and, to the
extent necessary, an opinion of such counsel;

(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the
Investors of their Registrable Securities in accordance with the intended methods therefor provided in the
prospectus which are customary for issuers to perform under the circumstances;

(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-
effective amendment to the Registration Statement such information as the managers reasonably agree should be
included therein and to which the Company does not reasonably object and make all required filings of such
prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective amendment; and

(j) maintain a transfer agent and registrar for its Common Shares.

Section 6. Indemnification.

(a) To the maximum extent permitted by law, the Company agrees to indemnify and hold harmless the Investors
and each person, if any, who controls an Investor within the meaning of the Securities Act (each a "Distributing
Investor") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable
attorneys' fees and expenses), to which the Distributing Investor may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the Company will not be liable in any such case to
the extent, and only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by the Distributing Investor, its counsel, affiliates or any
underwriter, specifically for use in the preparation thereof. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

(b) To the maximum extent permitted by law, each Distributing Investor agrees that it will indemnify and hold
harmless the Company, and each officer and

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director of the Company or person, if any, who controls the Company within the meaning of the Securities Act,
against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not
be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees and expenses) to
which the Company or any such officer, director or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or
are based upon the omission or the alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement,
final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information
furnished to the Company by such Distributing Investor, its counsel, affiliates or any underwriter, specifically for
use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Distributing
Investor may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Investor shall be
liable under this Section 6(b) for only that amount as does not exceed the net proceeds to such Distributing
Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement.

(c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action against such indemnified party, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party
will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the
extent the failure of the indemnified party to provide such written notification actually prejudices the ability of the
indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the
defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying
party shall not pursue the action to its final conclusion. The indemnified parties as a group shall have the right to
employ one separate counsel in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has
assumed the defense of the action with counsel reasonably satisfactory to the indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any impleaded parties) include both the indemnified party and the
indemnifying party and the indemnified party shall have been advised by its counsel that there may be one or more
legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may
be available to the indemnified party or any other indemnified party (in which case the indemnifying party shall not

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have the right to assume the defense of such action on behalf of such indemnified party, it being understood,
however, that the indemnifying party shall, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be
liable only for the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which
firm shall be designated in writing by the indemnified party). No settlement of any action against an indemnified
party shall be made without the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld so long as such settlement includes a full release of claims against the indemnified party.

All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a
manner not inconsistent with this
Section and all reasonable attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within
ten (10) trading days of written notice thereof to the indemnifying party (regardless of whether it is ultimately
determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying
party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such indemnified party is not entitled to indemnification hereunder).

Section 7. Contribution. In order to provide for just and equitable contribution under the Securities Act in any
case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced
in such case notwithstanding the fact that the express provisions of
Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be
required on the part of any indemnified party, then the Company and the applicable Distributing Investor shall
contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses), in either such case (after contribution from others) on the basis of
relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the
applicable Distributing Investor on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company and the Distributing
Investor agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable
considerations referred to in this
Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

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Notwithstanding any other provision of this Section 7, in no event shall any (i) Investor be required to undertake
liability to any person under this Section 7 for any amounts in excess of the dollar amount of the proceeds
received by such Investor from the sale of such Investor's Registrable Securities (after deducting any fees,
discounts and SECs applicable thereto) pursuant to any Registration Statement under which such Registrable
Securities are registered under the Securities Act or (ii) underwriter be required to undertake liability to any
person hereunder for any amounts in excess of the aggregate discount, SEC or other compensation payable to
such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to such
Registration Statement.

Section 8. Notices. All notices, demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) hand delivered,
(ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set forth in the
Purchase Agreement or to such other address as such party shall have specified most recently by written notice.
Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated in the Purchase Agreement (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such notice is to be received) or (b)
on the first business day following the date of sending by reputable courier service, fully prepaid, addressed to
such address, or (c) upon actual receipt of such mailing, if mailed. Either party hereto may from time to time
change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party hereto.

Section 9. Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. The rights granted the Investors under this Agreement may not
be assigned.

Section 10. Additional Covenants of the Company. The Company agrees that at such time as it otherwise meets
the requirements for the use of Securities Act Registration Statement on Form S-3 for the purpose of registering
the Registrable Securities, it shall file all reports and information required to be filed by it with the SEC in a timely
manner and take all such other action so as to maintain such eligibility for the use of such form.

Section 11. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when together shall constitute but one and the same instrument,
and shall become effective when one or more counterparts have been signed by each party hereto and delivered
to the other parties. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

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Section 12. Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction.

Section 13. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

Section 14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

Section 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California applicable to contracts made in California by persons domiciled in California and without
regard to its principles of conflicts of laws.

Section 16. Condition to Company's Obligations. Notwithstanding anything to the contrary set forth herein, the
Company's obligations contained in this Agreement are conditioned upon the following being true at all relevant
times under this Agreement: the Lead Counsel, or a substitute approved by the Company and Lead Investor,
shall consistent with its duty as legal counsel to the Company, assist the Company with timely preparing, filing and
delivering all Registration Statements, supplements and amendments thereto.

                                                         11
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly
executed, on this __ day of November, 2003.

                                         RAPIDTRON, INC.

                             By: /s/ John Creel
                                 --------------------------------------
                                 John Creel, President




                                            INVESTORS:

                                  By: CERES FINANCIAL LIMITED

                             By: /s/ J. Duffy
                                 --------------------------------------


                             By: /s/ [illegible]
                                 --------------------------------------




By: Managing Director

                                    A. Mari Usque Ag Mare Ltd.

                                                  12
                            ESCROW AND CONTRIBUTION AGREEMENT

THIS ESCROW AND CONTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into
effective on the 12th day of November, 2003 (the "EFFECTIVE DATE") by and among:

RAPIDTRON, INC., a Nevada corporation ("RAPIDTRON"),

JOHN CREEL, an individual and President, Chairman of the Board of Directors and shareholder of Rapidtron
("CREEL");

STEVE MEINEKE, an individual and Secretary, Treasurer, General Manager, Director and shareholder of
Rapidtron ("MEINEKE");

PETER DERMUTZ, an individual and Executive Vice President and shareholder of Rapidtron ("DERMUTZ");

Ceres Financial Limited, a BVI company ("LEAD INVESTOR"); and

LEE & GODDARD, LLP, a California limited liability partnership (the "ESCROW AGENT").

Collectively, Creel, Meineke and Dermutz are referred to in this Agreement as the "PRINCIPALS." Rapidtron,
the Principals, the Lead Investor and the Escrow Agent are sometimes hereinafter referred to collectively as the
"PARTIES."

                                                  RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement Rapidtron has completed a private
placement of Units to certain investors, including the Lead Investor (collectively, the "INVESTORS"), to raise a
minimum of $1,600,000 and a maximum of $2,000,000 (the "PRIVATE PLACEMENT"), pursuant to the terms
and conditions set forth in that certain Unit Purchase Agreement among the Company, the Principals and the
Investors (the "PURCHASE AGREEMENT");

WHEREAS, each of the Investors, severally and not jointly, agreed to purchase its pro rata portion of Units at
the Purchase Price in accordance with the schedule set forth in Section 1.1 of the Purchase Agreement for a
cumulative investment of $1,600,000 in the following manner (i) $720,000 in Tranche 1, which closed on the
date of this Agreement, (ii) $520,000 in "TRANCHE 2" scheduled to close thirty (30) days after the date of the
first Closing and
(iii) $360,000 in "TRANCHE 3" scheduled to close on December 31, 2003 (collectively, the "INVESTMENT
COMMITMENT");

WHEREAS, in connection with the Private Placement, the Principals have made certain representations and
warrants in the Purchase Agreement to the Investors related to financial forecasts of Rapidtron contained in
Section 4.1 (ii) related to gross revenues for the fifteen month period beginning October 1, 2003 and ending
December 31, 2004;

                                                        1
WHEREAS, pursuant to Section 4.3(b) of the Purchase Agreement, unless the Lead Investor has otherwise
consented, Rapidtron and each of the Principals have agreed to limit the number of shares of common stock
issued or options (or other securities exercisable to acquire shares of common stock) granted by Rapidtron under
all employee or consultant compensatory arrangements to 400,000 or fewer common shares beginning on the
Effective Date and ending on termination of the Escrow (defined below) and (i) the exercise price or deemed
issue price of any such shares shall be in excess of $1.25 per share, (ii) options granted and shares issued shall
vest yearly on a pro rata basis over a period of not less than three (3) years and (iii) options granted and the right
to receive shares shall terminate 90 days after termination of such employee's employment or consultant's
relationship with Rapidtron (the "MAXIMUM COMPENSATORY COVENANT");

WHEREAS, under Section 4.3 of the Purchase Agreement, each of the Principals have agreed to enter into this
Agreement, and the execution and delivery of this Agreement is a condition to closing the Private Placement;

WHEREAS, each Principal has determined that it is in the best interest of Rapidtron and the Principal that
Rapidtron complete the Private Placement; and

WHEREAS, the board of directors of Rapidtron has determined that it is in the best interest of Rapidtron and its
shareholders to complete the Private Placement and accept the contribution (if any) of the Escrowed Shares,
subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein,
and intending to be legally bound hereby, the Parties agree as follows:

1. Contribution.

(a) Each of the Principals agree, in lieu of any obligation to indemnify the Investors for any breach of
representations and warranties contained in
Section 4.1 (ii) of the Purchase Agreement or for any breach of the Maximum Compensatory Covenant:

(i) upon execution of this Agreement, to place all of the shares of common stock owned by them (in the number
set forth beside such Principal's name on Schedule A attached hereto subject to adjustments pursuant to Section
2(d) of this Agreement)(the "ESCROWED SHARES"), into escrow (the "ESCROW");

(ii) thereafter, to authorize Rapidtron to deliver to the Escrow Agent for deposit into the Escrow any cash and
non-cash dividends and other property at any time received or otherwise distributed on, in respect of, or in
exchange for, any or all of the foregoing, all securities hereafter issued in substitution for any of the foregoing, all
certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the
foregoing

                                                           2
property and all rights, titles, interest, privileges and preferences appertaining or incident to the Escrowed Shares
(each, a "DISTRIBUTION", together with the Escrowed Shares, the "ESCROW PROPERTY");

(iii) subject to Section 4(h) below, to contribute such Principal's pro rata amount (based upon such Principal's
proportionate share of the Escrowed Shares) of the total number of Escrowed Shares and a pro rata percentage
of any Distribution (if any) to Rapidtron, as an additional capital contribution and without further consideration
(the "PRINCIPAL CONTRIBUTION"), in an amount equal to one (1) Escrow Share and a pro rata percentage
of any Distribution (if any) for:

(A) each $1.00 Rapidtron's Gross Revenue for the 15 month period beginning October 1, 2003 and ending
December 31, 2004 (as determined in accordance with Section 4.1(ii) of the Purchase Agreement) falls below
the Principals' projected gross revenue forecast of $10,880,000 for such 15 month period, subject to the terms,
conditions and adjustments set forth in this Agreement; and

(B) (i) each share of common stock issued and each option (or other securities exercisable to acquire a share of
common stock) granted by Rapidtron under all compensatory or other arrangements in excess of the Maximum
Compensation Issuance and (ii) each share of common stock issued and each option (or other securities
exercisable to acquire a share of common stock) granted by Rapidtron which fails to satisfy all of the following
criteria (a) the exercise price or deemed issue price of such shares shall be greater than $1.25 per share, (b)
options granted and shares issued shall vest yearly on a pro rata basis over a period of not less than three (3)
years or (c) options granted and the right to receive shares shall terminate 90 days after termination of such
employee's employment or consultant's relationship (as applicable) with the Company, subject to the terms and
conditions set forth in this Agreement.

For the purposes of this Agreement, "GROSS REVENUE" is defined as the total revenue reported in the
financial statements included in Rapidtron's annual reports on Form 10-KSB or Form 10-K for the relevant
periods. For greater certainty and by way of example in Section 1(a)(iii)(A), if Rapidtron's actual Gross Revenue
for the 15 month period beginning October 1, 2003 and ending December 31, 2004 is $10,000,000, then the
Principals in aggregate shall contribute a total of 800,000 Escrow Shares ($10,880,000

                                                          3
minus $10,000,000 = 880,000) to Rapidtron as additional capital contributions. For greater certainty and by way
of example in Section 1(a)(iii)(B), if Rapidtron, under one or more compensation arrangements, issues 1,000,000
shares of common stock and grants options exercisable to acquire 500,000 shares of common stock, then the
Principals in aggregate shall contribute a total of 1,000,000 shares of common stock (1,500,000 minus 500,000
= 1,000,000) to Rapidtron as additional capital contributions.

(b) Rapidtron agrees to accept any Principal Contribution as an additional capital contribution from the Principal.
The Principal Contributions shall be made from Escrow pursuant to the procedures and the adjustments set forth
in
Section 4 this Agreement.

2. Escrow Deposit and Term.

(a) Deposit of Escrow Property. Each of the Parities agrees and acknowledges that (i) concurrent with the
execution and delivery of this Agreement each of the Principals shall deliver to the Escrow Agent (A) certificates
representing that number of Escrowed Shares set forth beside such Principal's name on Schedule A and (B) an
executed Stock Power to transfer such shares to the Company in substantially the form attached hereto as
Schedule B, and (ii) thereafter, Rapidtron shall be authorized and shall deliver to the Escrow Agent for deposit
into the Escrow any Distribution.

(b) Delivery Receipt. Upon each deposit of Escrow Property, the Escrow Agent shall acknowledge receipt of
stock certificates or other instruments representing the Escrowed Shares and any Distributions. The Escrow
Agent shall hold the Escrow Property and shall administer the same in accordance with the terms of this
Agreement.

(c) Escrow Term. The Escrow shall commence on the date of this Agreement and continue until terminated in
accordance with Section 4(g) hereof.

(d) Adjustments. In the event of any change in Escrowed Shares by reason of a stock dividend, split-up,
subdivision, consolidation, recapitalization, combination, exchange of shares, or similar transaction or any other
extraordinary change in the corporate or capital structure of Rapidtron (including the declaration or payment of an
extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be
contributed to the Company by the Principals shall be adjusted appropriately, and proper provision shall be made
in the agreements governing such transaction, including but not limited to the Stock Power, so that Rapidtron shall
receive upon such distribution the number and class of shares and/or other securities and/or cash and/or property
that Rapidtron would have received in respect of Escrowed Shares if the distribution had been made immediately
prior to such event, or the record date therefor, as applicable, and to the fullest extent Rapidtron would have
been entitled to receive such securities, cash or other property.

3. Investors' Representative; Principal Representative.

                                                          4
(a) In accordance with Section 4.3(f) of the Purchase Agreement, the Lead Investor shall be the representative of
the Investors and the Investors shall be bound by any and all actions taken by the Lead Investor on their behalf.
The Lead Investor has been appointed and constitutes the true and lawful attorney-in-fact of each Investor, with
full power in his/her/its name and on his/her/its behalf to act according to the terms of this Agreement in the
absolute discretion of the Lead Investor, and in general to do all things and to perform all acts including, without
limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments
contemplated by or deemed advisable in connection with this Agreement. The Parties agree and acknowledge
that (i) the Lead Investor shall not be liable for any act done or omitted hereunder as agent for the Investors while
acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the
advice of counsel shall be conclusive evidence of such good faith and (ii) the Investors have agreed to severally
indemnify the Lead Investor and hold it harmless against any loss, liability or expense incurred without gross
negligence or bad faith on the part of the Lead Investor and arising out of or in connection with the acceptance or
administration of his duties hereunder.

(b) The Principals, Rapidtron and the Escrow Agent shall be entitled to rely upon any communication or writing
given or executed by the Lead Investor. All communications or writings to be sent to the Investors pursuant to
this Agreement may be addressed to the Lead Investor and any communication or writing so sent shall be
deemed notice to all of the Investors hereunder.

(c) Each of the Principals hereby appoints John Creel (the "PRINCIPAL REPRESENTATIVE") as his the
representative and his true and lawful attorney-in-fact with full power, in his name and on his behalf, to act
according to the terms of this Agreement in the Principal Representative's absolute discretion, and in general to
do all things and to perform all acts including, without limitation, executing and delivering all agreements,
certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with
this Agreement. Notwithstanding the foregoing, the Principal Representative shall inform each Principal of all
notices received, and of all actions, decisions, notices and exercises of any rights, power or authority proposed to
be done, given or taken by him in connection with the Escrow Property. The Principal Representative shall not be
liable for any act done or omitted hereunder as agent for the Principals while acting in good faith and in the
exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be
conclusive evidence of such good faith. The Principals shall severally indemnify the Principal Representative and
hold Principal Representative harmless against any loss, liability or expense incurred without gross negligence or
bad faith on the part of the Principal Representative and arising out of or in connection with the acceptance or
administration of his duties hereunder.

(d) The Investors, Rapidtron and the Escrow Agent shall be entitled to rely upon any communication or writing
given or executed by the Principal Representative. All communications or writings to be sent to the Principals
pursuant to this Agreement may be addressed to the Principal Representative and any communication or writing
so sent shall be deemed notice to all of the Principals hereunder.

                                                         5
4. Transfers from Escrow.

(a) Rapidtron shall immediately provide written notification to the Lead Investor, the Principal Representative and
the Escrow Agent on the date Rapidtron has filed its annual report on Form 10-KSB or Form 10-K containing
the audited financial statements for the year ended December 31, 2004. Rapidtron shall also notify the Lead
Investor prior to any issuance of shares of common stock or grants of options (or other securities exercisable to
acquire shares of common stock) under any employee or consultant compensatory arrangement.

(b) The Lead Investor shall, by giving written notice to the Principal Representative, Rapidtron and the Escrow
Agent (a "CLAIM NOTICE"), make a claim against the Escrow Property for (i) any amounts claimed under
Section 1(a)(iii)(A) of this Agreement, no later than FIFTEEN (15) DAYS following the date Rapidtron has filed
its annual report on Form 10-KSB or Form 10-K containing the audited financial statements for the year ended
December 31, 2004 or (ii) any amounts claimed under Section 1(a)(iii)(B) at any time prior to the Escrow
Termination Date set forth in Section 4(g) (each such claim a "CONTRIBUTION CLAIM"). Such Claim Notice
shall contain such facts and information as are then reasonably available and the specific basis for the Contribution
Claim. In the event that the Lead Investor fails to give an Claim Notice to the Principal Representative, Rapidtron
and the Escrow Agent within FIFTEEN (15) DAYS following the date Rapidtron has filed its annual report on
Form 10-KSB or Form 10-K containing the audited financial statements for the year ended December 31, 2004,
the Escrow Agent shall promptly transfer the Escrow Property to the Principals in accordance with Section 4(d).

(c) In the event that the Principal Representative, after receiving a Claim Notice shall give written notice to the
Lead Investor, Rapidtron and the Escrow Agent that it objects on behalf of the Principals to the Contribution
Claim in respect of said claim(s) within SEVEN (7) DAYS following the date on which the Claim Notice
regarding such claim(s) is delivered to the Principal Representative, then the Principal Representative and the
Lead Investor shall endeavor to settle and compromise the claims subject to the Claim Notice. The Principal
Representative and the Lead Agent shall promptly provide Rapidtron and the Escrow Agent notice of any
settlement and compromise of the claims subject to the Claim Notice, and the Escrow Agent shall promptly
transfer to Rapidtron that number of Escrow Shares or other property from the Escrow Property (to the extent
that the Escrow Property is sufficient therefor) as directed by such settlement and compromise.

(d) If the Principal Representative and the Lead Investor are unable to settle and compromise the claims within
FIVE (5) DAYS, then Rapidtron shall cause the public accounting firm that audited the financial statements of
Rapidtron contained in its annual report on Form 10-KSB or Form 10-K for the year ended December 31,
2004 to calculate the amount of the Principal Contribution based on Rapidtron's audited the financial statements
for the years ended December 31, 2003 and 2004 and the provisions of Section 4.1(ii) of the Purchase
Agreement for Contribution Claims under Section 1(a)(iii)(A) or the provisions of Section 4.3(c) of the Purchase
Agreement for

                                                          6
Contribution Claims under Section 1(a)(iii)(B). The determination of Rapidtron's public accounting firm shall be in
writing and certified by the auditors and such determination shall be final and binding on the Parties. Rapidtron
shall immediately provide the Lead Investor, the Principal Representative and the Escrow Agent notice of the
written determination by the auditors and the Escrow Agent shall promptly transfer to Rapidtron that number of
Escrow Shares or other property from the Escrow Property (to the extent that the Escrow Property is sufficient
therefor) as directed in such determination.

(e) In the event that the Principal Representative fails to give written notice to the Lead Investor, Rapidtron and
the Escrow Agent that it objects on behalf of the Principals to the Contribution Claim in respect of said claim(s)
within SEVEN (7) DAYS following the date on which the Principal Representative receives the Claim Notice
regarding such claim(s), at the end of such period, the Escrow Agent shall promptly transfer to Rapidtron that
number of Escrow Shares or other property from the Escrow Property (to the extent that the Escrow Property is
sufficient therefor) as directed by such Claim Notice.

(f) The Escrow Property transferred under any Contribution Claim shall be drawn from each Principal on a pro
rata basis (based upon such Principal's proportionate share of the Escrowed Property), rounded up to the
nearest whole share.

(g) Thirty (30) days following the date on which Rapidtron has filed its annual report on Form 10-KSB or Form
10-K containing the audited financial statements for the year ended December 31, 2004 (the "ESCROW
TERMINATION DATE"), the remaining Escrow Property, if any, shall be transferred to the Principals in
accordance with their respective interests if (i) all Escrow Property has not previously been transferred to
Rapidtron in accordance with any of Section 4(b),
(c), (d) or (e) hereof or (ii) no Claim Notice has been given by the Lead Investor in accordance with Section 4(b)
hereof; provided however, that if the Lead Investor has made any claim against the Escrow Property to which the
Principal Representative has timely objected and which remains outstanding as of the Escrow Termination Date,
then no Escrow Property shall be transferred to the Principals until such time as any such claim has been resolved
in accordance with the provisions of Section 4(d); provided, however, that if the amount of the claim is not
disputed by the Lead Investor, and if such amount is less than the balance then remaining of the Escrow Property,
then the balance of the Escrow Property not subject to such claim shall be transferred as provided in the first
sentence of this Section 4(g).

(h) In the event the Investors fail to make the Investment Commitment in any of Tranche 2 or Tranche 3 as
required under Section 1.1 of the Purchase Agreement, Rapidtron shall provide a written notice of default to the
Principal Representative and the Escrow Agent ("DEFAULT NOTICE"), and the Investors shall have SEVEN
(7) DAYS to make the Investment Commitment; provided the Investment Commitment is not otherwise required
as a result of an a material breach of the Purchase Agreement by Rapidtron or any of the Principals. The Default
Notice shall demand tender of the Investment Commitment and provide (A) the total amount invested by the
Investors under Section 1.1 of the Purchase Agreement ("TOTAL INVESTMENT"), and (B) a certification that
neither the Principals nor Rapidtron have otherwise materially breached any material covenant in

                                                         7
the Purchase Agreement. Notwithstanding the other provisions of this Section 4, if the Investors fail to cure the
default within SEVEN (7) DAYS after delivery of the Default Notice to the Lead Investor, then Escrow Agent
shall deliver to the Principals their respective portion of Escrow Property in an amount equal to the percentage of
the Investment Commitment the Investors failed to invest bears to such Principal's Escrow Property (the
"RELEASE AMOUNT"); provided that such Principal is employed by Rapidtron at the time of such Default
Notice. For the purposes of this Section 4(h) the Release Amount shall be calculated as follows:
Release Amount equals Escrow Property multiplied by((Investment Commitment minus Total Investment) divided
by Investment Commitment). By way of example, if the Investors make all investments except for the investment
in Tranche 3 and the Escrow Property consists of 1,000,000 shares, then the Release Amount shall be 240,625
shares calculated as follows: 240,625 shares = 1,000,000 shares X ($1,600,000 - 1,215,000)/ $1,600,000).

(i) Notwithstanding the other provisions of this Section 4, including
Section 4(h), the Parties hereby acknowledge and agree that if the Investors breach the Purchase Agreement by
failing to make the Investment Commitment in any of Tranche 2 or Tranche 3 as required under Section 1.1 of
the Purchase Agreement, and Rapidtron and each of the Principals have satisfied all conditions under Section 2.3
of the Purchase Agreement and are not otherwise in material breach of any representation, warranty or covenant
under the Purchase Agreement or any agreement contemplated in the Purchase Agreement, then the Principal
Representative shall give the Lead Investor and the Escrow Agent written notice of default of the Investors'
Investment Commitment (an "NOTICE OF NON-EXCUSABLE DEFAULT"), which Notice of Non-
Excusable Default shall demand tender of the Investment Commitment and provide (A) a certification that all
conditions under Section 2.3 of the Purchase Agreement have been satisfied, (B) neither the Principals nor
Rapidtron are in material breach of any representation, warranty or covenant under the Purchase Agreement or
any agreement contemplated in the Purchase Agreement, and (C) a demand for release of Escrow Property if the
default is not cured within SEVEN (7) DAYS. If the Investors fail to cure the default within SEVEN (7) DAYS
after delivery of the Notice of Non-Excusable Default to the Lead Investor, then Escrow Agent shall deliver the
Escrow Property to the Principals in accordance with their respective interests; provided that such Principal is
employed by Rapidtron at the time of such Notice of Intentional Default.

(i) In the event that the Lead Investor, after receiving either a Default Notice or a Notice of Non-Excusable
Default, shall give written notice to the Principal Representative, Rapidtron and the Escrow Agent that it objects
on behalf of the Investors to the Default Notice or Notice of Non-Excusable Default, as applicable, in respect of
said claim(s) within said SEVEN (7) DAYS following the date on which the Default Notice or Notice of Non-
Excusable Default, as applicable, regarding such claim(s) is delivered to the Lead Investor, then the Principal
Representative and the Lead Investor shall endeavor to settle and compromise the claims subject to the notice.
The Principal Representative and the Lead Agent shall promptly provide Rapidtron and the Escrow Agent notice
of any settlement and compromise of the claims, and the Escrow Agent shall promptly transfer that number of
Escrow Shares or other property from the Escrow Property to the Principals in accordance with their respective
interests (provided that such

                                                        8
Principal is employed by Rapidtron at such time) as directed by such settlement and compromise.

(j) Notwithstanding the other provisions of this Section 4, the Escrow Agent shall release and distribute the
Escrow Property to (i) Rapidtron pursuant to any written instructions executed by all of the Principals, (ii) to the
Principals pursuant to any written instructions executed by the Lead Investor or
(iii) in accordance with any non-appealable order or decree by a court of competent jurisdiction to do so.

(d) The Escrow Agent may deliver the certificates representing the Escrow Property to Rapidtron, with
appropriate instructions, whenever necessary to effectuate a contribution of the Escrowed Shares in accordance
with the terms hereof: Rapidtron, Inc., 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626

5. Dividends; Voting; Contribution.

(a) Dividends. Any dividends declared and paid, and any distributions made with respect to, the Escrowed
Shares shall be delivered to the Escrow Agent and shall be held and transferred by the Escrow Agent in the same
manner that the Escrowed Shares are held and transferred hereunder. All such dividends and distributions made
in shares of the common stock of Rapidtron shall be deemed to be Escrowed Shares (allocated on the basis of
the pro rata interest represented by such Escrowed Share) for any and all purposes hereunder.

(b) Voting. Each of the Principals shall be entitled to vote the Escrowed Shares held by the Escrow Agent as its
nominee in accordance with its interests therein on all matters submitted to a vote of the stockholders of
Rapidtron during the term of this Agreement but shall not be entitled to exercise any investment or dispositive
powers over the Escrowed Shares.

6. Fees of Escrow Agent.

(a) Ordinary Escrow Service Fees. Rapidtron shall pay the Escrow Agent, as compensation for its services
hereunder: (a) a $500 non-refundable start-up fee, payable upon the Escrow Agent's execution of this
Agreement; and (b) a $100 escrow processing fee for each receipt and disbursement of Escrow Shares and
funds upon the Escrow Agent's demand.

(b) Extraordinary Service Fees. If the conditions of this Agreement are not promptly fulfilled, or if Escrow Agent
renders any service not provided for in this Agreement at the request of the Lead Investor, Rapidtron and the
Principals, or if the Lead Investor, Rapidtron and the Principals request a substantial modification of its terms, or
if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to
the Escrow or its subject matter (each case, an "EXTRAORDINARY SERVICE"), then the Escrow Agent shall
be reasonably compensated for such Extraordinary Services and reimbursed for all costs, reasonable attorney's
fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy
or litigation, and the Escrow Agent shall have the right to retain all

                                                          9
documents and/or other things of value at any time held by the Escrow Agent in the Escrow until such
compensation, fees, costs, and expenses are paid. Each of Rapidtron and the Principals, jointly and severally,
promise to pay to Escrow Agent these sums in connection with Extraordinary Services upon demand by Escrow
Agent, which sums shall be borne equally by Rapidtron and the Principals.

7. Rights and Duties of the Escrow Agent.

(a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any
action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have
no responsibility or obligation of any kind in connection with this Agreement or the Escrowed Shares, and shall
not be required to deliver the same or any part thereof or take any action with respect to any matters that might
arise in connection therewith, other than to receive, hold, and make delivery of the Escrowed Shares as herein
provided or by reason of any non-appealable order of a court of competent jurisdiction. The Escrow Agent shall
not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except
for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The
Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact.

(b) Rapidtron, the Investors and the Principals hereby agree to jointly and severally indemnify, hold harmless and
defend the Escrow Agent and its directors, officers, agents and employees (collectively, the "INDEMNITEES")
from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-
pocket and incidental expenses and legal fees and expenses ("LOSSES"), that may be imposed on, incurred by
or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which
they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the
immediately preceding sentence, Rapidtron, the Investors and the Principals also agree to indemnify and hold the
Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by
or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's
performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in
willful misconduct. The provisions of this
Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent
for any reason.

(c) The Escrow Agent shall have the right to resign after first having given Rapidtron, the Lead Investor and the
Principal Representative notice in writing of its intent to resign at least thirty (30) days in advance. At the
expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining Escrowed Shares to a successor
Escrow Agent designated in writing by Rapidtron, the Lead Investor and the Principal Representative. If
Rapidtron, the Lead Investor and the Principal Representative fail to designate a successor to the Escrow Agent
within such time, the Escrow Agent shall, at the expense of Rapidtron and the Principals, institute a bill of
interpleader as contemplated by Section 7(e)(ii) hereof. Any corporation or association into which the Escrow
Agent in its individual capacity may be merged or converted or with which it

                                                        10
may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to
which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all
or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or
otherwise transferred, shall be the Escrow Agent under this Agreement without further act.

(d) The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume
the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and
reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person,
without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be
obligated to investigate or in any way determine whether the Investors are entitled to indemnification under the
Purchase Agreement or the proper amount of any such indemnification.

(e) Should any controversy arise between or among Rapidtron, the Investor, the Principals and/or any other
person, firm or entity with respect to this Agreement, the Escrowed Shares or any part thereof, or the right of any
party or other person to receive the Escrowed Shares, or should Rapidtron, the Lead Investor and the Principal
Representative fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent
should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i)
withhold delivery of the Escrowed Shares until the controversy is resolved and/or (ii) institute a bill of interpleader
in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent
to institute such bill of interpleader shall not, however, be deemed to modify the manner in which Escrow Agent is
entitled to make transfers from the Escrowed Shares as hereinabove set forth other than to tender the Escrowed
Shares into the possession and control of such court).

8. Legal Counsel.

(a) The Escrow Agent may consult with its counsel or other counsel satisfactory to it with respect to any question
relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for
any reasonable action taken, suffered or omitted by the Escrow Agent in good faith upon the advice of such
counsel. Each of Lead Investor, Rapidtron and the Principals acknowledge and agree that Escrow Agent is acting
as legal counsel to Rapidtron in connection with this Agreement and related transactions and will continue to
represent Rapidtron and/ or the Principals in connection with this Agreement and related transactions. Each of
Rapidtron, the Principals, and the Lead Investor, for itself and on behalf of all Investors, hereby waives any
conflict of interest that may exist as a result of Escrow Agent providing such legal services to Rapidtron and/ or
the Principals and hereby waives any right to cause a substitute Escrow Agent to be appointed solely as a result
of such conflict of interest.

(b) Each Party acknowledges that it has been advised by the other and the Escrow Agent to seek independent
legal and financial (including tax) advice with respect

                                                          11
to this Agreement and that it has not relied on the other party for any advice, whether legal or otherwise, with
respect to this Agreement. Specifically, each of the Principals has had the opportunity, and has been strongly
advised, to consult with its counsel or other counsel satisfactory to it with respect to any question relating to its
duties or responsibilities hereunder. Each of the Principals understands that entering into this Agreement has or
may have material legal and tax consequences on such Principal, and neither the Investors nor Rapidtron has
given any opinion or representation with respect to the legal or tax consequences to the Principals.

(c) Subject to Rapidtron's requirement to pay the Investor's Legal Fee pursuant to the Purchase Agreement, each
party shall be responsible for its legal expenses incurred by it, in connection with the transactions contemplated by
this Agreement.

9. Miscellaneous.

(a) Time Periods. For purposes of computing time periods hereunder, all references to "days" shall mean regular
business days of the Escrow Agent. Whenever under the terms hereof the time for giving a notice or performing
an act falls upon a Saturday, Sunday or bank holiday, such time shall be extended to the Escrow Agent's next
business day.

(b) Further Assurances. The parties will sign and deliver all further documents and instruments and do all things
that may, either before or after the signing of this Agreement, be reasonably required to carry out the full intent
and meaning of this Agreement.

(c) Severability. If one or more of the provisions contained herein shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

(d) Survival of Indemnification. Notwithstanding termination of this Agreement, the provisions of Sections 7 and 8
(a) shall remain in full force and effect for so long as the Escrow Agent may have any liability.

(e) Default. Waiver of any default shall not constitute waiver of any other or subsequent default.

(f) Notices. All notices and other communications hereunder shall be in writing (including wire, telefax or similar
writing) and shall be delivered, addressed or telefaxed as follows:

                                                   If to Rapidtron:

Rapidtron, Inc.
3151 Airway Avenue, #Q
Costa Mesa, CA 92626-4627

                                                          12
Attn: John Creel, CEO

With a required copy to:

Lee & Goddard, LLP
18500 Von Karman Ave, Suite 400 Irvine, CA 92612
Attn: Raymond A. Lee

                                       If to the Principal Representative:

John Creel
3151 Airway Avenue, #Q
Costa Mesa, CA 92626-4627

                                             If to the Lead Investor:

                                              Ceres Financial Limited

Walkers Chambers
P.O. Box 92
Mill Mall
Road Town, Tortola
British Virgin Islands

                                             If to the Escrow Agent:

                                              Lee & Goddard, LLP
                                        18500 Von Karman Ave, Suite 400
                                               Irvine, CA 92612

Attn: Raymond A. Lee

Each such notice, request or other communication shall be given by hand delivery, by nationally recognized
courier service or by telefax, receipt confirmed. Each such notice, request or communication shall be effective (i)
if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this
Section 9(f) (or in accordance with the latest unrevoked written direction from such party); (ii) if given by telefax,
when such telefax is transmitted to the telefax number specified in this Section 9(f) (or in accordance with the
latest unrevoked written direction from such party), and the appropriate confirmation is received.

(g) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be deemed
one and the same agreement.

(h) Amendment. This Agreement may not be amended or modified except by a written agreement signed by each
of the parties hereto.

                                                         13
(i) Governing Law. This Agreement shall be construed, enforced, and administered in accordance with the laws
of the State of California, without giving effect to any provision thereof that would compel the application of the
substantive laws of any other jurisdiction.

(j) Construction; Defined Terms. This Agreement shall be interpreted neutrally and no construction against the
drafter shall be permitted. All defined terms used herein shall have the meanings herein defined or, if not defined
herein, shall have the meanings ascribed to such terms in the Purchase Agreement.

(k) Entire Agreement. This Agreement, together with the Purchase Agreement, constitutes the entire agreement
and understanding among Rapidtron, the Principals, the Lead Investor and the Escrow Agent and supersedes any
prior agreement and understanding relating to the subject matter of this Agreement. Any capitalized term not
otherwise defined herein shall have the same meaning ascribed to such term in the Purchase Agreement.

                                                                       *      *      *


                              14
                IN   WITNESS    WHEREOF,    this   Escrow     and   Contribution   Agreement   has been




executed by the parties as of the date first above written.

               RAPIDTRON, INC.                                PRINCIPALS:
                                                              John Creel

               By:  /s/ John Creel                             By: /s/ John Creel
                    ----------------------------                   ----------------------------
               Name:                                           Name: John Creel
               Title: President                                Address:




               ESCROW AGENT:                                  Steve Meineke

               Lee & Goddard, LLP                              By: /s/ Steve Meineke
                                                                   -------------------
                                                               Name: Steve Meineke
                                                               Address:
               By:  /s/ Raymond A. Lee
                    ----------------------------                    ----------------------------
               Name: Raymond A. Lee
                    ----------------------------
               Title: Partner
                     ---------------------------


               LEAD INVESTOR:                                 Peter Dermutz

               By:  /s/ J. Duffy                               By: /s/ Peter Dermutz
                    ----------------------------                   ----------------------------
               Name: Newbury Limited                           Name: Peter Dermutz
                    ----------------------------
               Title: Director                                 Address:
                     ---------------------------


               15
CONSENTS OF SPOUSES:

                                           CONSENT OF SPOUSE

The undersigned is the spouse of John Creel, a Principal (as such term is defined therein) in the foregoing Escrow
and Contribution Agreement (the "AGREEMENT") dated as of November __, 2003. Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

I hereby acknowledge that I have carefully reviewed the Agreement and such other documents as I have deemed
appropriate. I have had an opportunity to consult with legal counsel and have discussed the contents of the
Agreement with legal counsel. I understand fully the transactions described in the Agreement, and I hereby
approve of and consent to all such transactions. I am aware that by the provisions of the Agreement, my spouse
agrees, among other things, to escrow and contribute all of his outstanding shares (the "COMMON SHARES")
of common stock of Rapidtron, including my community property interest therein, if any, in accordance with the
Agreement. I hereby agree, on behalf of myself and all persons who may claim on my behalf, that upon any legal
separation from or dissolution of my marriage to my present spouse, or upon the death of my spouse, neither I
nor anyone claiming on my behalf will seek to partition my or my spouse's community property interest in
Common Shares or the Shares and that in any such event I shall be entitled only to the value of my interest in such
Common Shares or Shares, if any, and that I shall have no claim or right to Common Shares or Shares
themselves.

                                EXECUTED this 12 day of November, 2003.

                                 /s/ Judith Creel
                                 ----------------------------------------




                                                        16
                                           CONSENT OF SPOUSE

The undersigned is the spouse of Steve Meineke, a Principal (as such term is defined therein) in the foregoing
Escrow and Contribution Agreement (the "AGREEMENT") dated as of November __, 2003. Capitalized terms
used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

I hereby acknowledge that I have carefully reviewed the Agreement and such other documents as I have deemed
appropriate. I have had an opportunity to consult with legal counsel and have discussed the contents of the
Agreement with legal counsel. I understand fully the transactions described in the Agreement, and I hereby
approve of and consent to all such transactions. I am aware that by the provisions of the Agreement, my spouse
agrees, among other things, to escrow and contribute all of his outstanding shares (the "COMMON SHARES")
of common stock of Rapidtron, including my community property interest therein, if any, in accordance with the
Agreement. I hereby agree, on behalf of myself and all persons who may claim on my behalf, that upon any legal
separation from or dissolution of my marriage to my present spouse, or upon the death of my spouse, neither I
nor anyone claiming on my behalf will seek to partition my or my spouse's community property interest in
Common Shares or the Shares and that in any such event I shall be entitled only to the value of my interest in such
Common Shares or Shares, if any, and that I shall have no claim or right to Common Shares or Shares
themselves.

                                EXECUTED this 12 day of November, 2003.

                                       /s/ Julie Meineke
                                 ----------------------------------------




                                                        17
                                           CONSENT OF SPOUSE

The undersigned is the spouse of Peter Dermutz, a Principal (as such term is defined therein) in the foregoing
Escrow and Contribution Agreement (the "AGREEMENT") dated as of November __, 2003. Capitalized terms
used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

I hereby acknowledge that I have carefully reviewed the Agreement and such other documents as I have deemed
appropriate. I have had an opportunity to consult with legal counsel and have discussed the contents of the
Agreement with legal counsel. I understand fully the transactions described in the Agreement, and I hereby
approve of and consent to all such transactions. I am aware that by the provisions of the Agreement, my spouse
agrees, among other things, to escrow and contribute all of his outstanding shares (the "COMMON SHARES")
of common stock of Rapidtron, including my community property interest therein, if any, in accordance with the
Agreement. I hereby agree, on behalf of myself and all persons who may claim on my behalf, that upon any legal
separation from or dissolution of my marriage to my present spouse, or upon the death of my spouse, neither I
nor anyone claiming on my behalf will seek to partition my or my spouse's community property interest in
Common Shares or the Shares and that in any such event I shall be entitled only to the value of my interest in such
Common Shares or Shares, if any, and that I shall have no claim or right to Common Shares or Shares
themselves.

                               EXECUTED this ___ day of November, 2003.

                                      /s/ [illegible] Dermutz
                                 ----------------------------------------




                                                        18
                                  SCHEDULE A
                                  ----------

                            PRINCIPAL SHAREHOLDERS

--------------------------------------------------------------------------------
PRINCIPAL NAME                         NUMBER OF ESCROW SHARES
--------------------------------------------------------------------------------
John Creel                             7,019,498
Steve Meineke                          -0-
Peter Dermutz                          2,104,894




                                      19
                                                 SCHEDULE B

                                                STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Rapidtron, Inc. , a Nevada
corporation, ______________ shares of Common Stock of Rapidtron, Inc. represented by stock certificate
number ___________ and does hereby irrevocably constitute and appoint _____________ (Escrow Agent), its
attorney to transfer said shares on the books of said corporation with full power of substitution in the premises in
accordance with that certain Escrow and Contribution Agreement dated effective as of November ___, 2003.

DATED: ________, 2003

                                                 SIGNATURE:

                                                    John Creel



                                         Print or Type Name and Title

                                                        20
                                                STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Rapidtron, Inc. , a Nevada
corporation, ______________ shares of Common Stock of Rapidtron, Inc. represented by stock certificate
number ___________ and does hereby irrevocably constitute and appoint _____________ (Escrow Agent), its
attorney to transfer said shares on the books of said corporation with full power of substitution in the premises in
accordance with that certain Escrow and Contribution Agreement dated effective as of November ___, 2003.

DATED: ________, 2003

                                                 SIGNATURE:

                                                 Steve Meineke



                                         Print or Type Name and Title

                                                        21
                                                STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Rapidtron, Inc. , a Nevada
corporation, ______________ shares of Common Stock of Rapidtron, Inc. represented by stock certificate
number ___________ and does hereby irrevocably constitute and appoint _____________ (Escrow Agent), its
attorney to transfer said shares on the books of said corporation with full power of substitution in the premises in
accordance with that certain Escrow and Contribution Agreement dated effective as of November ___, 2003.

DATED: ________, 2003

                                                 SIGNATURE:

                                                  Peter Dermutz



                                         Print or Type Name and Title

                                                        22
                                       CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") dated as of November 12, 2003 is made between
Rapidtron, Inc., a Nevada corporation (the "Company"), and Big Sky Management Ltd. ("Consultant").

WHEREAS, the Company is in the business of providing automated access solutions to fitness, winter resort,
amusement, transit and other industries;

WHEREAS, the Consultant has experience with providing strategic marketing and business planning consulting
services;

WHEREAS, the Company desires to retain Consultant to render consulting and advisory services related to
strategic marketing and business planning for the Company on the terms and conditions set forth in this
Agreement, and Consultant desires to be retained by the Company on such terms and conditions;

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

1. Retention of Consultant; Services to be Performed. The Company hereby retains Consultant to render such
consulting and advisory services as set forth in Exhibit A and as the Company may request from time to time.
Consultant hereby accepts such engagement and agrees to perform such services for the Company upon the
terms and conditions set forth in this Agreement. During the Term (as defined in Section 2), Consultant shall
devote the time, attention, skill and energy to the business of the Company as may be reasonably required to
perform the services required by this Agreement up to a maximum time commitment of 40 hours in any calendar
month, and shall assume and perform to the best of his ability such reasonable responsibilities and duties as the
Company shall assign to Consultant from time to time. Consultant shall report to the President of the Company,
and Consultant shall not render services for any other corporation, firm, entity or person that directly competes
with the business of the Company without receiving the prior written consent of the Company.

Consultant shall perform the services hereunder primarily at the business premises of the Consultant's office, but
he shall, at the Company's expense, also be required to render the services at such other locations as the
Company may specify from time to time.

2. Term. Unless terminated at an earlier date in accordance with Section

10, this Agreement shall commence as of the date first written above and shall continue for a continuously for a
period of twelve months (the "Term").

3. Compensation. As compensation in full for Consultant's services hereunder, the Company shall pay the
Consultant a consulting fee in the amount of one hundred sixty thousand dollars ($160,000), payable by issuing
Consultant 120,000 Units of the Company. Each Unit shall consist of one share of common stock with a par
value of $0.001 (a "Common Share") and one non-transferable share purchase warrant (a "Warrant"),
exercisable to acquire one additional

                                                         1
Common Share at a price of $1.25 per share at any time up to 5:00 p.m. local time in Costa Mesa, California on
the first anniversary of the date of issuance and, thereafter, at a price of $1.50 per share at any time up to 5:00
p.m. local time in Costa Mesa, California on the second anniversary of the date of issuance. As soon as
practicable after the execution of this Agreement (but in no event later than 30 days after such time), the
Company shall undertake to file a registration statement on Form S-8 to register the Common Shares and the
Common Shares acquirable upon exercise of the Warrants under the Securities Act of 1933, as amended (the
"Registration Statement"). The Company shall issue the Units to the Consultant promptly upon the later of the
effectiveness of the Registration Statement or the completion of the services hereunder. The Consultant shall not
be entitled to any additional compensation for services under this Agreement.

4. Expenses. The Company shall reimburse Consultant in accordance with the policies and procedures that the
Company establishes from time to time for all reasonable and necessary out-of-pocket expenses that Consultant
incurs in performing the services hereunder, including, without limitation, reasonable travel expenses incurred by
Consultant.

5. Confidentiality.

(a) Confidential Information. Except as permitted or directed by the President of the Company, during the Term
or at any time thereafter Consultant shall not divulge, furnish or make accessible to anyone or use in any way
(other than in the ordinary course of the business of the Company) or use for any purpose other than the
performance of the services hereunder, any confidential or secret knowledge or information of the Company that
Consultant has acquired or become acquainted with or will acquire or become acquainted with during the Term
or during engagement by the Company or any affiliated companies prior to the Term, whether developed by
Consultant or by others, concerning any trade secrets, confidential or secret designs, processes, formulae,
products or future products, plans, devices or material (whether or not patented or patentable) directly or
indirectly useful in any aspect of the business of the Company, any customer or supplier lists of the Company, any
confidential or secret development or research work of the Company, or any other confidential information or
secret aspects of the business of the Company. Consultant acknowledges that the above-described knowledge
or information constitutes a unique and valuable asset of the Company acquired at great time and expense by the
Company and its predecessors, and that any disclosure or other use of such knowledge or information other than
for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Both
during and after the Term, Consultant will refrain from any acts or omissions that would reduce the value of such
knowledge or information to the Company. The foregoing obligations of confidentiality, however, shall not apply
to any knowledge or information which is now publicly known or which subsequently becomes generally publicly
known in the form in which it was obtained from the Company, other than as a direct or indirect result of the
breach of this Agreement by Consultant.

(b) Know-How and Trade Secrets. All know-how and trade secret information conceived or originated by
Consultant which arises out of the performance of the services hereunder or any related material or information
shall be the property of the Company, and all rights therein are hereby assigned to the Company.

                                                         2
(c) Return of Records. Upon termination of this Agreement, Consultant shall deliver to the Company all property
that is in his possession and that is the Company's property or relates to the Company's business, including, but
not limited to records, notes, data, memoranda, software, electronic information, models, equipment, and any
copies of the same. Consultant shall permanently delete all of his electronic data containing such property.

6. Consultant Representations and Warranties. Consultant represents and warrants to the Company as follows:

(a) Intellectual Property. Consultant has good and marketable title to all of the inventions, information, material or
work product made, created, conceived, written, invented or provided by Consultant hereunder ("Work
Product"), free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by
any such third parties of any right, title or interest in or to the Work Product arising out of any trade secret,
copyright or patent;

(b) Compliance with Laws. All services provided hereunder comply with or will comply with all applicable laws
and regulations; and

(c) Competing Activities. Consultant has disclosed to the Company any and all other obligations, arrangements,
agreements or interests of Consultant that may constitute or give rise to a conflict of interest on the part of
Consultant given the nature and terms of this Agreement, and Consultant is not now under any obligation of a
contractual or other nature to any person, firm, corporation or other entity which is inconsistent or in conflict with
this Agreement, or which would prevent, limit or impair the execution of this Agreement or the performance by
Consultant of Consultant's obligations hereunder.

7. Injuries.

(a) Injuries to Consultant. Consultant waives any rights to recovery from the Company for any injuries that
Consultant may sustain while performing the services hereunder and that are a result of Consultant's own
negligence.

(b) Injuries to Others. Consultant agrees to take all necessary precautions to prevent injury to any persons
(including the Company's employees) and damage to property (including the Company's property) that occur as
a result of Consultant providing services under this Agreement.

8. Indemnification

(a) By Company. Company shall indemnify, defend and hold harmless the Consultant and its agents and
employees from and against all claims, losses, expenses, fees (including attorneys' and expert witnesses' fees),
costs and judgments (collectively, "Claims") that may be asserted against the Consultant in connection with the
services provided by Consultant under this Agreement. Consultant shall be entitled to the rights of indemnification
provided in this
Section 8 if Consultant is, or is threatened to be made a party to, any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any

                                                          3
other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative action,
including any such action in the right of the Company to procure a judgment in its favor. Consultant shall be
indemnified against expenses, judgments, penalties and amounts paid in settlement, actually and reasonably
incurred by Consultant or on Consultant's behalf in connection with such proceeding if Consultant acted in good
faith and in a manner Consultant reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal proceeding, having had no reasonable cause to believe Consultant's
conduct was unlawful. Notwithstanding the foregoing, no such indemnification shall be made in respect of any
claim, issue or matter in such proceeding as to which Consultant shall have been adjudged to be liable to the
Company or if applicable law prohibits such indemnification. In defending the Consultant or indemnifying the
Consultant against any such Claims, the Company shall have the right to select legal counsel to provide such
defense and shall have the right to settle any such Claims in its sole discretion, provided it satisfies its indemnity
obligations set forth herein. Notwithstanding the foregoing, the Consultant may engage legal counsel of its choice
to represent the Consultant at any time, at Consultant's sole cost and expense. The Consultant shall have no
authority to settle any Claim indemnified hereunder without the consent of the Company first being obtained,
which consent shall not be unreasonably withheld.

(b) By Consultant. Consultant shall indemnify, defend and hold harmless the Company and its officers, directors,
agents and employees from and against all Claims that may be asserted against the Company in connection with
Consultant's negligence or misconduct, or acts outside the scope of this Agreement. Company shall be entitled to
the rights of indemnification provided in this Section 9 if Company is, or is threatened to be made a party to, any
action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other
actual, threatened or completed proceeding whether civil, criminal, administrative or investigative action, including
any such action in the right of the Consultant to procure a judgment in its favor. Company shall be indemnified
against expenses, judgments, penalties and amounts paid in settlement, actually and reasonably incurred by
Company or on Company's behalf in connection with such proceeding if Company acted in good faith and in a
manner Company reasonably believed to be in or not opposed to the best interests of the Consultant, and, with
respect to any criminal proceeding, having had no reasonable cause to believe Company's conduct was unlawful.
In defending the Company or indemnifying the Company against any such Claims, the Consultant shall have the
right to select legal counsel to provide such defense and shall have the right to settle any such Claims in its sole
discretion, provided it satisfies its indemnity obligations set forth herein. Notwithstanding the foregoing, the
Company may engage legal counsel of its choice to represent the Company at any time, at Company's sole cost
and expense. The Company shall have no authority to settle any Claim indemnified hereunder without the consent
of the Consultant first being obtained, which consent shall not be unreasonably withheld.

9. Independent Parties. In rendering services hereunder, Consultant shall be acting as an independent contractor
and not as an employee or agent of the Company. As an independent contractor, Consultant shall have no
authority, express or implied, to commit or obligate the Company in any manner whatsoever, except as
specifically authorized from time to time in writing by an authorized representative of the Company, which
authorization may be general or specific. Nothing contained in this Agreement shall be construed or applied to
create a partnership. Consultant shall be responsible for the payment of all federal, state or local taxes

                                                           4
payable with respect to all amounts paid to Consultant under this Agreement; provided, however, that if the
Company is determined to be liable for collection and/or remittance of any such taxes, Consultant shall
immediately reimburse the Company for all such payments made by the Company.

10. Termination. Notwithstanding any contrary provision contained elsewhere in this Agreement, this Agreement
and the rights and obligations of the Company and Consultant hereunder (other than the rights and obligations of
the parties under Sections 5, 6 and 8) shall be terminated immediately upon the occurrence of any of the
following events:

(a) Consultant willfully refuses to comply with or implement reasonable policies established by the Company; or

(b) A party is in breach of this Agreement and has failed to cure such breach within 30 days of the receipt of
written notice of breach from the non-breaching party.

If this Agreement is terminated pursuant to this Section 10, Consultant shall be entitled to any consulting fee paid
to the Consultant through the date of termination and to reimbursement of any expenses pursuant to Section 4 of
this Agreement, but all other rights to receive consulting fees shall terminate on such date.

11. Miscellaneous.

(a) Entire Agreement. This Agreement (including the exhibits, schedules and other documents referred to herein)
contains the entire understanding between the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter
hereof.

(b) Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original
and all of which taken together shall constitute one and the same agreement, and any party hereto may execute
this Agreement by signing any such counterpart.

(c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to
be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision of
this Agreement will not be affected or impaired thereby.

(d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives and, to the extent permitted by subsection (e), successors and
assigns.

(e) Assignment. This Agreement and the rights and obligations of the parties hereunder shall not be assignable, in
whole or in part, by either party without the prior written consent of the other party.

                                                          5
(f) Modification, Amendment, Waiver or Termination. No provision of this Agreement may be modified,
amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No
course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or
any rights or obligations of any party under or by reason of this Agreement.

(g) Notices. All notices, consents, requests, instructions, approvals or other communications provided for herein
shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail
addressed to the receiving party at the address set forth herein. All such communications shall be effective when
received.

To: Rapidtron, Inc.
3151 Airway Ave., Bldg. Q
Costa Mesa, CA 92626
Fax: 949/240-8893

With a copy to:
Lee & Goddard LLP
18500 Von Karman Avenue, Suite 400 Irvine, California 92629
Attn: Raymond A. Lee
Fax: 949-253-0505

                                              To: CONSULTANT

Big Sky Management Ltd.
Waterfront Centre
Suite 1650-200 Burrard St.
Vancouver, BC, V6C 3L6
Fax 604-689-5320

Any party may change the address set forth above by notice to each other party given as provided herein.

(h) Headings. The headings and any table of contents contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

(i) Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION,
VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW PROVISIONS THEREOF.

(j) Third-Party Benefit. Nothing in this Agreement, express or implied, is intended to confer upon any other
person any rights, remedies, obligations or liabilities of any nature whatsoever.

                                                        6
(k) No Waiver. No delay on the part of the Company in exercising any right hereunder shall operate as a waiver
of such right. No waiver, express or implied, by the Company of any right or any breach by Consultant shall
constitute a waiver of any other right or breach by Consultant.

(l) Jurisdiction and Venue. THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR
STATE COURT SITTING IN ORANGE COUNTY, CALIFORNIA, AND EACH PARTY CONSENTS
TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT
THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IF ANY PARTY COMMENCES ANY
ACTION UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY
FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR
VENUE, ANY OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION OF
TRANSFERRING THE CASE TO THE ABOVE-DESCRIBED VENUE OR JURISDICTION OR, IF
SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

(m) Arbitration. Any claim or dispute of any nature between the parties hereto arising directly or indirectly from
the relationship created by this Agreement shall be resolved exclusively by arbitration in Orange County,
California, in accordance with the applicable rules of the American Arbitration Association. The fees of the
arbitrator(s) and other costs incurred by the parties in connection with such arbitration shall be paid by the party
which is unsuccessful in such arbitration. The decision of the arbitrator(s) shall be final and binding upon both
parties. Judgment of the award rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. In the event of submission of any dispute to arbitration, each party shall, not later than 30 days prior to
the date set for hearing, provide to the other party and to the arbitrator(s) a copy of all exhibits upon which the
party intends to rely at the hearing and a list of all persons each party intends to call at the hearing.

(n) Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(o) Remedies. The parties agree that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may, in its discretion, apply to any court of law or equity of
competent jurisdiction for specific performance and injunctive relief in order to enforce or prevent any violations
this Agreement, and any party against whom such proceeding is brought hereby waives the claim or defense that
such party has an adequate remedy at law and agrees not to raise the defense that the other party has an
adequate remedy at law.

(p) Advice of Counsel. Each party acknowledges that it has been advised by counsel in the negotiation, execution
and delivery of this agreement.

                                                          7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the first
paragraph.

                                          RAPIDTRON, INC.

                            /s/ John Creel
                            ---------------------------------------------
                            John Creel, President




                                             CONSULTANT

                            /s/ Eric Boehnke
                            ---------------------------------------------




                                                (Address)

                                                    8
                               EXHIBIT A TO CONSULTING AGREEMENT

DESCRIPTION OF CONSULTING SERVICES:

A. to provide general consulting services to the Company in connection with the development of new business
ventures;

B. to participate in efforts to raise capital for the Company, but only to assist in presentations and not to source
funds;

C. to assist in strategic business planning for the Company and advise the Company with respect to its capital
structure;

D. to perform a financial and strategic review of the Company and to assist the Company in formulating its future
strategy;

E. to assist the Company in the performance of due diligence related to potential business arrangements;

F. to provide general consulting services on such matters as may be requested by the Board of Directors of the
Company; and

G. to assist the Company in developing marketing and promotional strategies.

              RAPIDTRON, INC.                                  CONSULTANT

              By /s/ John Creel                                /s/ Eric Boehnke
                 ---------------------------------             ---------------------------------
              Its President
                 ---------------------------------             ---------------------------------
                                                              (Type or print name)

              Date     11-12-03                                Date 11/12/03
                  --------------------------------                 -----------------------------




                                                          1
                              EXHIBIT B TO CONSULTING AGREEMENT

TO: RAPIDTRON, INC.

DATE:

SUBJECT: Background Technology

1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant
to the subject matter of my consulting services to RAPIDTRON, INC. (the "Company") that have been made or
conceived or first reduced to practice by me, alone or jointly with others, prior to my engagement by the
Company:

[____] No inventions or improvements

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect
to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies):

                Invention or Improvement             Party(ies)          Relationships
                ------------------------             ----------          -------------
          1.
               ----------------------------------------------------------------------------
          2.
               ----------------------------------------------------------------------------
          3.
               ----------------------------------------------------------------------------




                                                         2
PUBLICITY AGREEMENT

                                  MARKET STREET PUBLISHING LTD.

                                      PUBLICITY AGREEMENT
                                   PREPARED FOR RAPIDTRON, INC.

AGREEMENT made this ____day of November, 2003, by and between MARKET STREET PUBLISHING
LTD. (the "Publisher") and RAPIDTRON, INC. (the "Company").


WITNESSETH:

WHEREAS, the Company is or will be publicly held with its common stock trading on one or more stock
Exchanges, and

WHEREAS, the Company desires to publicize itself with the intention of making its name and business better
known to investors and potential shareholders, and

WHEREAS, the Publisher is in the business of marketing, advertising and other related activities, and

WHEREAS, the Publisher is willing to help publicize the Company.

NOW THEREFORE, in conclusion of the mutual covenants herein contained, it is agreed:

1. ENGAGEMENT. The Company hereby engages the Publisher to:

- Cause to be prepared a 3rd party editorial which prominently features a report on the Company - distribute the
same to a minimum of 500,000 US residents. This distribution will consist of circulation of said editorial to the
current and former subscribers of the newsletter(s) as well as outside distribution. The physical description of the
package will be an 8 1/2 X 11 Self-mailer that will contain primarily editorial information concerning Rapidtron,
Inc. as well as promotional copy for the newsletter/editor/writer.

2. ASSISTANCE. The Company acknowledges the Publisher will prepare and distribute an advertising/editorial
report on the Company. Publisher agrees to assist in additional advertising/editorial report mailings, as requested,
based upon additional production budgets. All advertising/editorial disseminations sponsored by the Company
will be fully disclosed as paid advertising (disclosing the amount and nature of compensation and associated costs
of the program as provided for by applicable US Securities Acts and other Regulations.)

3. PREPARATION OF REPORT. The Company will cooperate fully and timely with the Publisher to supply all
materials reasonably requested by either to prepare the report. Because the Publisher will rely upon this
information in preparation of the report and programs, the Company represents to the Publisher that all such
information shall be true, accurate, and complete and not misleading, in any respect.

4. COMPANY REVIEW. No material about the Company shall be distributed by Publisher unless and until the
Company has reviewed and approved the same. The Company will act diligently and promptly in reviewing
materials submitted to it by the Publisher to enhance timely distribution of the materials and will inform the
Publisher in writing, of any inaccuracies contained in the material prepared prior to the projected publication
and/or delivery dates. The Company will acknowledge in writing that the material is acceptable (as corrected, if
applicable).

5. COMPENSATION. In consideration of the services to be performed by the Publisher, the Company agrees
to pay Publisher for all costs of creation and coordination of the programs outlined in section 1 and reasonable
allowance for Publisher's overhead and creative direction incurred in connection with performance of this
Agreement. Such costs are estimated to be no more than USD $450,000.00.

                                                         1
                                          PUBLICITY AGREEMENT

6. PAYMENT SCHEDULE. An initial deposit of (USD) $150,000.00 is required to begin the project. The
initial deposit is non-refundable should the project be cancelled by the Company. In the event of such a
cancellation, the initial deposit will be distributed as payment for expenses incurred by the Publisher and refunded
less those expenses. The desired distribution date of this project is 31 DEC 2003. With respect to scheduling and
funds required for execution, the second installment of (USD) $150,000.00 must be received not later than 10
DEC 2003. All payments due up to and including this second installment are non-refundable after this payment is
deposited. As the remaining funds to be paid primarily represent postage, the Publisher must receive the final
installment(s) in accordance with a mail drop schedule yet to be determined. These deposits must be received not
later than 72 hours prior to scheduled mail drop dates. Non-payment will result in project work stoppage. Delays
to the payment schedule will result in rescheduling of the distribution date.

7. PUBLISHER DISCLAIMER. PUBLISHER MAKES NO REPRESENTATION THAT: (A) ITS
PUBLICATION AND DISTRIBUTION OF THE PROGRAMS WILL RESULT IN ANY
ENHANCEMENT TO THE COMPANY, (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
COMPANY AS A RESULT OF THE DISTRIBUTION OR (D) ANY INVESTOR WILL LEND MONEY
TO OR INVEST IN OR WITH THE COMPANY.

8. LIMITATION OF PUBLISHER LIABILITY. If Publisher fails to perform its services hereunder, its entire
liability to the Company shall not exceed the lesser of: (a) the amount of cash payment Publisher has received
from the Company excluding any non-refundable deposits and or (b) the actual and direct damage to the
Company as a result of such non-performance. IN NO EVENT WILL PUBLISHER OR PARTNER BE
LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM
AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
RELATED TO THIS AGREEMENT.

9. OWNERSHIP OF MATERIALS. All right, title and interest in and to materials to be produced by Publisher
in connection with the services to be rendered under this Agreement shall be and remain the sole and exclusive
property of it.

10. CONFIDENTIALITY. Until such time as the same may become publicly known, Publisher agrees that any
information provided to it by the Company of a confidential nature will not be revealed or disclosed to any person
or entity, except in the performance of this Agreement, and upon completion of its services and upon the written
request to it. Notwithstanding the foregoing, Publisher shall be liable for any revelation of confidential information
that arises from sources other than directly from the beneficial owners of Publisher, being recognized and
understood that in the course of performance of this Agreement, many persons will have to receive access to
such materials.

11. NOTICES. All notices hereunder shall be in writing and addressed to the party at the address herein set
forth, or at such address as to which notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail, or by national overnight courier. If Company
is a non-resident of the United States; the equivalent services of the postal system of the Company's residence
may be used. Notices will be deemed given upon the earlier of actual receipt or three (3) business days after
being mailed or delivered to such courier service.

                                                          2
                                          PUBLICITY AGREEMENT

             NOTICES SHALL BE ADDRESSED TO PUBLISHER AT:                  AND TO THE COMPANY AT:
             MARKET STREET PUBLISHING LTD.                                RAPIDTON, INC.
             PO BOX 84907                                                 3151 AIRWAY AVENUE
             PHOENIX, AZ                                                  BUILDING Q
             USA 85071                                                    COSTA MESA, CA
                                                                          USA 92626
                                                                          TELEPHONE: (949) 798-0652
                                                                          FACSIMILE: (949) 474-4550




Such addresses and notices may be changed at any time by either party by utilizing the foregoing notice
procedures. Any notices to be given hereunder will be effective if executed by and sent to the attorneys for the
parties giving such notice, and in connection therewith the parties and their respective counsel agree that in giving
such notices counsel may communicate directly in writing with such parties to the extent necessary to give such
notice.

12. COMPLIANCE WITH LAW. Publisher shall have no obligation to send any mailings to residents of States
of the United States of America in which the common stock of the Company cannot be secondarily traded on a
solicited basis. The Company and Publisher will agree upon the States to which the mailings will be directed.

13. MISCELLANEOUS.

(A) Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Arizona.

(B) Venue. Any litigation under this Agreement shall have as its sole and exclusive venue the appropriate state or
federal courts sitting in the State of Arizona.
(C) Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original. It shall not be necessary that each party execute each counterpart, or that any one
counterpart be executed by more than one party, so long as each party executes at least one counterpart.
(D) Separability. If any one or more of the provisions of this Agreement shall be held invalid, illegal, or
unenforceable, and provided that such provision is not essential to the transaction provided for by this
Agreement, such shall not affect any other provision hereof, and this Agreement shall be construed as is such
provision had never been contained herein.
(E) Regulatory Acceptance. If the stock of the Company is listed on a foreign exchange(s), this Agreement shall
be subject to its acceptance by such exchange(s) to the extent required by the rules of such exchange(s).
(F) Presumption Against Draftsman. The parties acknowledge that each party and its counsel have participated in
the negotiation and preparation of this Agreement. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing the Agreement to be drafted.
(G) The duties and obligation of the Company shall inure to the benefit of the Publisher.

                                                          3
                                       PUBLICITY AGREEMENT

                                           SIGNATURE PAGE

EXECUTED as a sealed instrument as of the day and year first above written.

            MARKET STREET PUBLISHING LTD.                          RAPIDTRON, INC.



            By:                                              By:    /s/ John Creel
                  ---------------------------                      ---------------------------
                       Duly Authorized                                  Duly Authorized




                                                     4
                                 RELEASE OF SECURITY AGREEMENT

This RELEASE OF SECURITY AGREEMENT ("Agreement") is made and entered into this 24th day of
November, 2003, by AXESS AG ("Secured Party") and DESIGNA ACCESS CORPORATION, an agent of
Axess AG ("Agent"), with reference to that certain Security Agreement, dated September 23, 2003 (the
"Security Agreement"), executed by Rapidtron, Inc., a Nevada corporation ("Debtor"), in favor of Secured
Party.

For valuable consideration, receipt of which is acknowledged, Secured Party hereby acknowledges and agrees
that the Obligations have been fully satisfied, and Secured Party hereby releases and relinquishes the security
interest created by the Security Agreement. Debtor is hereby authorized to file a UCC-3 termination statement
with the California Secretary of State and to take such other action as may be necessary to terminate any
financing statements filed with respect to the Security Agreement.

Any capitalized term not otherwise defined herein shall have the same meaning as ascribed to it in the Security
Agreement.

"Secured Party"

AXESS AG

By: Designa Access Corporation
Its: Authorized Agent

                                    By:   /s/ W. Bernie Kubisiak
                                       ---------------------------------
                                    Print Name: W. Bernie Kubisiak
                                               -------------------------
                                    Its: Treasurer
                                        --------------------------------
                                               SCHEDULE I

                                   DESCRIPTION OF COLLATERAL

The first One Hundred Thousand Dollars (US$100,000) collected by Debtor, beginning on September 23,
2003, pursuant to Debtor's contract rights, rights to the payment of money (whether due or to become due and
whether or not earned by performance), in the following accounts receivable:

                                     (Please attach Aging Detail Report)

                                                 Schedule I
                                              RAPIDTRON, INC.

                                              2003 STOCK PLAN

1. PURPOSE; DEFINITIONS. The purpose of this RAPIDTRON, INC. 2003 Stock Plan (the "Plan") is to
advance the interests of Rapidtron, Inc., a Nevada corporation (the "Company"), by (i) strengthening the ability
of the Company to attract, retain and motivate key employees, consultants and other individual contributors of or
to the Company or any present or future parent or subsidiary of the Company (the "Company Group") by
providing them with an opportunity to purchase stock of the Company and thereby permitting them to share in the
Company's success and (ii) further identifying such persons' interests with those of the Company's other
shareholders through compensation that is based on the Company's common stock. It is intended that this
purpose will be effected by granting (i) incentive stock options ("Incentive Options"), which are intended to
qualify under the provisions of Section 422 of the Code (as hereinafter defined), (ii) non-statutory stock options
("Nonqualified Options"), which are not intended to meet the requirements of Section 422 of the Code and which
are intended to be taxed upon exercise under Section 83 of the Code, (iii) stock purchase authorizations
("Purchase Authorizations"), (iv) stock bonus awards ("Bonuses") and (v) other Awards based upon the
Common Stock having such terms and conditions as the Board may determine. Both Incentive Options and
Nonqualified Options shall be collectively referred to as "Options."

Capitalized terms shall have the meaning set forth in Section 14 of this Plan.

2. EFFECTIVE DATE. This Plan was adopted by the Board as September 16, 2003, which is also the Effective
Date of the Plan. Notwithstanding the foregoing, no Incentive Options shall be granted under this Plan unless this
Plan shall have been approved by the stockholders of the Company within twelve
(12) months before or after the Effective Date.

3. STOCK COVERED BY THE PLAN. The shares of the common stock, $0.001 par value of the Company
(the "Common Stock"), for which Awards may be granted under the Plan shall be subject to the following:

(a) The maximum number of shares of Common Stock that may be delivered to Participants under the Plan shall
be 12 million shares of Common Stock

(b) If any shares of Common Stock covered by an Award are not delivered to a Participant because the Award
is forfeited or canceled, or the shares of Common Stock are not delivered because they are used to satisfy the
applicable tax withholding obligation as permitted under Section 7(f) hereof, such shares shall not be deemed to
have been delivered for purposes of determining the maximum number of shares of Common Stock available for
delivery under the Plan.

(c) If the exercise price of any Option granted under the Plan is satisfied by tendering shares of Common Stock
to the Company (by either actual delivery or by attestation), only the
number of shares of Common Stock issued net of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Common Stock available for delivery
under the Plan.

(d) The number of shares of Common Stock available for Awards under the Plan is subject to adjustment as
provided in Sections 9 and 10 below.

(e) The shares underlying Awards under this Plan may, in whole or in part, be either authorized but unissued
Shares or issued Shares reacquired by the Company.

4. ADMINISTRATION.

(a) The Plan will be administered by the Board.

(b) To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan as the Board may
determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum
number of shares for any one Participant to be made by such executive officers.

(c) To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a "Committee"). The Plan may be administered by
different Committees with respect to different groups of Participants. If and when the Common Stock is
registered under the Exchange Act, then (x) to the extent that the Board determines it to be desirable to qualify
Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of
Section 162(m) of the Code or otherwise meeting the requirements of Section 162(m) at such time and (y) to the
extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 of the Exchange Act, the
transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule
16b-3.

(d) All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the executive
officer referred to in Section 4(b) to the extent that the Board's power or authority under the Plan has been
delegated to such Committee or executive officer.

(e) The Board shall have the authority, subject to the express provisions of the Plan, to construe the Plan and the
respective Awards and related agreements; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms, conditions, performance criteria (if any), restrictions and provisions of the respective
Awards and related agreements; to modify or amend any award (subject to Section 15(a) hereof), including to
accelerate the vesting, waive forfeiture provisions and extend the post-termination exercisability periods of
Awards; and to make all other determinations in the judgment of the Board necessary or desirable for the
administration of the Plan. The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award or related agreement in the manner and

                                                          2
to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such
expediency. No member of the Board or any person acting pursuant to the authority delegated by the Board
hereunder shall be liable for any action or determination relating to or under the Plan made in good faith. All
decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award.

5. ELIGIBLE RECIPIENTS. Subject to the restrictions of Section 1 above, Awards may be granted to such key
employees, consultants or other individual contributors of or to the Company Group, including without limitation
members of the Board and members of any advisory boards, as are selected by the Board (a "Participant");
provided, that only Employees of the Company Group shall be eligible for grants of Incentive Options.

6. DURATION OF THE PLAN. This Plan shall terminate ten (10) years from the Effective Date hereof, unless
terminated earlier pursuant to Section 15 below, and no Awards may be granted or made thereafter; provided,
however, that in the event of Plan termination, the Plan shall nonetheless remain in effect for all other purchases as
long as any Awards under it are outstanding with respect to such Awards.

7. TERMS AND CONDITIONS OF AWARDS. Awards granted under this Plan shall be evidenced by grant
forms or agreements in such form and containing such terms and conditions as the Board shall determine;
provided, however, that such grant forms or agreements shall evidence among their terms and conditions the
following:

(a) PRICE. The purchase price per Share payable upon the exercise or purchase of each Award granted or
made hereunder shall be determined by the Board at the time the Award is granted or made in accordance with
the following:

(i) Subject to Section 7(k)(i) below, if applicable, the purchase price per Share payable upon the exercise of
each Incentive Option granted hereunder shall not be less than one hundred percent (100%) of the Fair Market
Value per Share on the day the Incentive Option is granted.

(ii) The purchase price per Share payable upon the exercise of each Nonqualified Option granted hereunder or
upon the award of Shares pursuant to each Purchase Authorization made hereunder shall be not less than eight-
five percent (85%) of the Fair Market Value per Share on the date of grant or award.

(iii) Notwithstanding the foregoing, Nonqualified Options and Purchase Authorizations may be granted or
awarded with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant or award pursuant to a merger or similar corporate transaction.

(iv) No Share shall be issued for less than its par value, if any.

                                                            3
(v) Bonuses shall be issued in consideration of Services previously rendered, which shall be valued for such
purposes by the Board.

(b) NUMBER OF SHARES. Each agreement shall specify the number of Shares to which it pertains.

(c) TERM OF OPTION. The term of each Option shall be the term stated in the Option Agreement; provided,
however, that the term shall be no more than ten (10) years from the date of grant thereof or five (5) years in the
case of Incentive Options to which Section 7(k) applies.

(d) EXERCISE OF OPTIONS. Each Option shall be exercisable for the full amount or for any part thereof and
at such intervals or in such installments as the Board may determine at the time it grants such Option. An Option
or Purchase Authorization shall be exercisable only by delivery of a written notice to the Company's Chief
Executive Officer, or any other officer of the Company designated by the Board to accept such notices on its
behalf, specifying the number of Shares for which such Award is exercised and accompanied by either (i)
payment or (ii) if permitted by the Board, irrevocable instructions to a broker to promptly deliver to the Company
full payment in accordance with Section 7(e)(ii) below of the amount necessary to pay the aggregate exercise
price. With respect to an Incentive Option, the permission of the Board referred to in clause (ii) of the preceding
sentence must be granted at the time the Incentive Option is granted.

(e) PAYMENT. Payment shall be made in full (i) at the time the Option is exercised, or (ii) promptly after the
Participant forwards the irrevocable instructions referred to in Section 7(d)(ii) above to the appropriate broker, if
exercise of an Option is made pursuant to Section 7(d)(ii) above, or (iii) at the time the purchase pursuant to a
Purchase Authorization is made. Payment shall be made:

(i) in cash;

(ii) by check;

(iii) in the case of an Option, if permitted by the Board (with respect to an Incentive Option, such permission to
have been granted at the time of the Incentive Option grant) and only when the Common Stock is registered
under the Exchange Act, by actual delivery or deemed delivery and assignment to the Company of shares of
Company stock which (1) have a Fair Market Value equal to the exercise or purchase price and (2) except to
the extent otherwise permitted by the Board in any instance, have been owned by the Participant (or other person
(s) exercising the Participant's rights under this Plan) for at least six months prior to the date of delivery or
deemed delivery of such shares (or such other period as may be required to avoid a charge to the Company's
earnings) or were not acquired, directly or indirectly, from the Company and are acceptable to the Board;

                                                          4
(iv) if permitted by the Board, stated in the Agreement evidencing the Option or Purchase Authorization, and to
the extent permitted by applicable law, by the Participant's recourse promissory note, which note must be due
and payable not more than five (5) years after the date the Option or Purchase Authorization is exercised;

(v) by a combination of one or more of the foregoing methods; or

(vi) such other consideration and method of payment for the Shares approved by the Board, to the extent
permitted by applicable laws (and, with respect to an Incentive Option, only if such approval was granted at the
time of the Incentive Option grant).

For purposes of this Section and Section 7(f) below, a deemed delivery of shares shall mean the offset by the
Company of a number of shares subject to the Option or Purchase Authorization against an equal number of
shares of the Company's stock owned by the Participant, which may be accomplished by attestation by the
Participant as to such shares owned. If shares of Common Stock are to be used to pay the exercise price of an
Incentive Option, the Company must be furnished with evidence satisfactory to it prior to such payment that the
acquisition of such shares and their transfer in payment of the exercise price satisfy the requirements of Section
422 of the Code and other applicable laws.

Notwithstanding any other provision of this Plan, if an Option would have a before-tax net value of at least
$10,000 to the holder upon exercise, and if the agreement covering the Option includes such a feature, then the
holder of the Option shall be deemed to have exercised the Option in full (to the extent not previously exercised)
on the last day that such Option is exercisable. Such deemed exercise shall be subject to payment in full of the
exercise price (and all applicable withholding taxes) by any of the methods permitted pursuant to this Section 7(e)
and Section 7(f), but subject to the discretion of the Board to require payment in cash if it determines that
payment by other methods is not in the best interests of the Company.

(f) WITHHOLDING TAXES; DELIVERY OF SHARES. The Company's obligation to deliver Shares upon
exercise of an Option or upon purchase pursuant to a Purchase Authorization or issuance pursuant to a Bonus
shall be subject to the Participant's satisfaction of all applicable income and employment tax withholding
obligations. Without limiting the generality of the foregoing, the Company shall have the right to deduct from
payments of any kind otherwise due to the Participant any taxes of any kind required by law to be withheld with
respect to any Shares issued upon exercise of Options or purchased or issued pursuant to Purchase
Authorizations (to the extent the Participant files an election under Section 83(b) of the Code) or which become
vested pursuant to Purchase Authorizations (if no election under Section 83(b) is filed) or Bonuses. Payment of
withholding taxes may be made (i) by cash, (ii) when the Common Stock is registered under the Exchange Act,
through the surrender (by actual or deemed delivery) of shares of Common Stock which the Participant already
owns and which, except to the extent otherwise permitted by the Board in any instance, have been owned by the
Participant for at least six months prior to the date of delivery or deemed delivery of such Shares (or such other
period as may be required to avoid a charge to the Company's earnings) or were not acquired, directly or
indirectly, from the Company, or (iii) to the extent of the minimum applicable federal and state

                                                         5
withholding rate only, through the surrender of shares of Common Stock to which the Participant is otherwise
entitled under the Plan, subject to the discretion of the Board to require payment in cash if it determines that
payment by other methods is not in the best interests of the Company.

(g) NON-TRANSFERABILITY. Except as the Board may otherwise specify in an Award (which it shall not do
in any Incentive Option Award), no Option or Purchase Authorization shall be transferable by the Participant
otherwise than by will or the laws of descent or distribution, and each Option or Purchase Authorization shall be
exercisable during the Participant's lifetime only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

(h) TERMINATION OF OPTIONS AND PURCHASE AUTHORIZATIONS. Each Purchase Authorization
shall terminate and may no longer be exercised if the Participant ceases for any reason to provide Services.
Except to the extent the Board provides specifically in an Option Grant agreement for a lesser period (or a
greater period, in the case of Nonqualified Options only), each Option shall terminate and may no longer be
exercised if the Participant ceases for any reason to render continuous Service, in accordance with the following
provisions:

(i) if the Participant ceases to render Service for any reason other than death or Disability, the Participant may, at
any time within a period of thirty days (30) after the date of such cessation of Service, exercise the Option to the
extent that the Option was exercisable on the date of such cessation;

(ii) if the Participant ceases to render Service because of Disability (as determined by the Board), the Participant
may, at any time within a period of one (1) year after the date of such cessation of Service, exercise the Option to
the extent that the Option was exercisable on the date of such cessation; and

(iii) if the Participant ceases to render Service because of death, the Option, to the extent that the Participant was
entitled to exercise it on the date of death, may be exercised within a period of one (1) year after the Participant's
death by the person or persons to whom the Participant's rights under the Option pass by will or by the laws of
descent or distribution;

provided, however, that no Option or Purchase Authorization may be exercised to any extent by anyone after the
date of its expiration; and provided, further, that Options and Purchase Authorizations may be exercised at any
time only as to Shares which at such time are available for acquisition pursuant to the terms of the applicable grant
form or agreement.

The Board shall have full power and authority to extend the period of time for which a Nonqualified Option is to
remain exercisable following termination of Participant's Service from the periods set forth in subsection 7(h)(i),
(ii) or (iii) above or in the Option Agreement to such greater time as the Board shall deem appropriate, provided
that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set
forth in the Option Agreement.

                                                          6
(i) RIGHTS AS STOCKHOLDER. A Participant shall have no rights as a stockholder with respect to any
Shares covered by an Award until the date of issuance of a stock certificate in the Participant's name for such
Shares. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of any
Option or Purchase Authorization or promptly upon issuance of a Bonus.

(j) REPURCHASE OF SHARES BY THE COMPANY. Any Shares acquired upon exercise of an Option or
pursuant to a Purchase Authorization or Bonus and any gain realized upon exercise of any Options may in the
discretion of the Board be subject to repurchase by or forfeiture to the Company if and to the extent and at the
repurchase price, if any, specifically set forth in the grant form or agreement pursuant to which the Shares were
acquired or in any separate repurchase agreement attached to or required by such Award grant form or
agreement. Certificates representing Shares subject to such repurchase or forfeiture may be subject to such
escrow and stock legending provisions as may be set forth in the Award grant form or agreement pursuant to
which the Shares were acquired.

(k) 10% STOCKHOLDER. If any Participant to whom an Incentive Option is granted pursuant to the provisions
of the Plan is on the date of grant the owner of stock (as determined under Section 424(d) of the Code)
possessing more than 10% of the total combined voting power or value of all classes of stock of the Company,
its parent, if any, or subsidiaries, then the following special provisions shall be applicable:

(i) The exercise price per Share subject to such Option shall not be less than 110% of the fair market value of
each Share on the date of grant; and

(ii) The Option shall not have a term in excess of five (5) years from the date of grant.

(l) CONFIDENTIALITY AGREEMENTS. Each Participant shall execute, prior to or contemporaneously with
the grant of any Award hereunder, the Company's then standard form of agreement, if any, relating to
nondisclosure of confidential information, assignment of inventions and related matters.

(m) RIGHT TO TERMINATE SERVICE. Nothing contained in the Plan or in any Award granted hereunder
shall restrict the right of any member of the Company Group to terminate the employment of any Participant or
other Service by the Participant at any time and for any reason, with or without notice.

8. RESTRICTIONS ON INCENTIVE OPTIONS. Incentive Options granted under this Plan shall be
specifically designated as such and shall be subject to the additional restriction that the aggregate fair market
value, determined as of the date the Incentive Option is granted, of the Shares with respect to which Incentive
Options are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000. If
an Incentive Option which exceeds the $100,000 limitation of this Section 8 is granted, the portion of such
Option which is exercisable for Shares in excess of the $100,000 limitation shall be treated as a Nonqualified
Option pursuant

                                                          7
to Section 422(d) of the Code. In the event that such Participant is eligible to participate in any other stock
incentive plans of the Company, its parent, if any, or a subsidiary which are also intended to comply with the
provisions of
Section 422 of the Code, such annual limitation shall apply to the aggregate number of shares for which options
may be granted under all such plans.

The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof)
intended to be an Incentive Option is not an Incentive Option.

9. DISSOLUTION OR LIQUIDATION. Prior to any dissolution or liquidation of the Company (an "Event"),
the Board may decide to terminate each outstanding Option and Purchase Authorization. If the Board so decides,
each Option and Purchase Authorization shall terminate as of the effective date of the Event, but the Board shall
suspend the exercise of all outstanding Options and Purchase Authorizations a reasonable time prior to the Event,
giving each person affected thereby not less than fourteen days written notice of the date of suspension, prior to
which date such person may purchase in whole or in part the Shares otherwise available to him as of the date of
purchase. For purposes of this section, the Shares available to any person as of the date of purchase shall include
all Shares issuable under any accelerated Awards of such person pursuant to Section 11 below. In addition, the
Board may provide for a Participant to have the right to exercise his or her Option or Purchase Authorization as
to all the Shares covered thereby, including Shares as to which the Option or Purchase Authorization would not
otherwise be exercisable. The Board may specify the effect of a liquidation or dissolution on any Purchase
Authorization or other Award granted under the Plan at the time of the grant of such Award. If the Event is not
consummated, the suspension shall be removed and all Awards shall continue in full force and effect, subject to
their terms.

10. ADJUSTMENT IN SHARES. Appropriate adjustment shall be made by the Board in the maximum number
of Shares subject to the Plan, each per Participant share limit specified in Section 3(d) hereof and in the number,
kind, and exercise price of Shares covered by outstanding Awards granted hereunder to give effect to any stock
dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of
the Company after the Effective Date of the Plan. In the event of a change of the Common Stock resulting from a
merger or similar reorganization as to which the Company is the surviving corporation, the number and kind of
Shares which thereafter may be purchased pursuant to an Award under the Plan and the number and kind of
Shares then subject to Awards granted hereunder and the price per Share thereof shall be appropriately adjusted
in such manner as the Board may deem equitable to prevent dilution or enlargement of the rights available or
granted hereunder. The Board's determination in any specific situation shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Award.

                                                         8
11. ACQUISITION EVENTS.

(a) An "Acquisition Event" shall mean: (x) any merger or consolidation after which the voting securities of the
Company outstanding immediately prior thereto represent (either by remaining outstanding or by being converted
into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the
voting securities of the Company or such surviving or acquiring entity outstanding immediately after such event; or
(y) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or
similar transaction); or (z) any other acquisition of the business of the Company, as determined by the Board.

(b) Unless otherwise expressly provided in the applicable Award, upon the occurrence of an Acquisition Event,
the Board or the board of directors of any entity assuming the obligations of the Company hereunder (as used in
this
Section 11, also the "Board") shall, as to outstanding Options and Purchase Authorizations, either (i) make
appropriate provision for the continuation of such Options and Purchase Authorizations by substituting on an
equitable basis for the shares then subject to such Options or Purchase Authorizations either
(a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the
Acquisition Event, (b) shares of stock of the surviving or successor corporation or (c) such other securities as the
Board deems appropriate, the fair market value of which shall not materially differ from the fair market value of
the shares of Common Stock subject to such Options and Purchase Authorizations immediately preceding the
Acquisition Event; or (ii) upon written notice to the Participants, provide that all Options and Purchase
Authorizations must be exercised, to the extent then exercisable or to be exercisable as a result of the Acquisition
Event, within a specified number of days of the date of such notice, at the end of which period the Options and
Purchase Authorizations shall terminate; or (iii) terminate all Options and Purchase Authorizations in exchange for
a cash payment equal to the excess of the fair market value of the Shares subject to such Options and Purchase
Authorizations (to the extent then exercisable or to be exercisable as a result of the Acquisition) over the exercise
price thereof.

(c) Upon the occurrence of any Acquisition Event, the repurchase and other rights of the Company under each
outstanding Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition
Event in the same manner and to the same extent as they applied to the Common Stock subject to such Award.

(d) The Board shall specify the effect of an Acquisition Event on any other Award granted under the Plan at the
time of the grant of such Award.

12. INVESTMENT REPRESENTATIONS; TRANSFER RESTRICTIONS. The Company may require
Participants, as a condition of acquiring Shares pursuant to Awards hereunder, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is acquiring the Shares for the
Participant's own account for investment and not with any present intention of selling or otherwise distributing the
same, and to such other effects as the Company deems necessary or appropriate (including without limitation
confirmation that the Participant is

                                                          9
aware of any applicable restrictions on transfer of the Shares, as specified in the by-laws of the Company or
otherwise) in order to comply with federal and applicable state securities laws.

13. LOCK-UP AGREEMENT. The Employee agrees that the Employee will not, for such period following the
effective date of the Company's initial distribution of securities in an underwritten public offering to the general
public pursuant to a registration statement filed with the Securities and Exchange Commission as the managing
underwriter of such offering shall reasonably request, but in any event not to exceed 180 days, directly or
indirectly, sell, offer to sell or otherwise dispose of the Company's securities other than any securities which are
included in such initial public offering.

14. DEFINITIONS.

(a) "ACQUISITION EVENT" has the meaning set forth in Section 11 above.

(b) "AWARD" means any award or benefit granted under the Plan, including, without limitation, the grant of
Incentive Options, Nonqualified Options, Purchase Authorizations and Bonuses.

(c) "BOARD" means the Board of Directors of the Company.

(d) "BONUS" has the meaning set forth in Section 1 above.

(e) "CODE" means the Internal Revenue Code of 1986, as heretofore and

hereafter amended, and the regulations promulgated thereunder.

(f) "COMMITTEE" has the meaning set forth in Section 4 above.

(g) "COMMON STOCK" has the meaning set forth in Section 3 above.

(h) "COMPANY" and "COMPANY GROUP" have the meanings set forth in Section 1 above.

(i) "DISABILITY" has the meaning set forth in Section 22(e)(3) of the

                                                       Code.

(j) "EFFECTIVE DATE" has the meaning set forth in Section 2 above.

(k) "EMPLOYEE" has the meaning set forth in Section 3401(c) of the Code.

(l) "EVENT" has the meaning set forth in Section 9 above.

(m) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as heretofore and hereafter amended.

                                                         10
(o) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported)
as quoted on such exchange or system for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Board deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported,
the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices
for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in
good faith by the Board.

(p) "INCENTIVE OPTION" has the meaning set forth in Section 1 above.

(q) "NAMED EXECUTIVES" means, as of the end of a specified tax year of the Company, the chief executive
officer of the Company and the four highest compensated officers (other than the chief executive officer).

(r) "NONQUALIFIED OPTION" has the meaning set forth in Section 1 above.

(s) "OPTION" has the meaning set forth in Section 1 above.

(t) "PARTICIPANT" has the meaning set forth in Section 5 above.

(u) "PLAN" has the meaning set forth in Section 1 above.

(v) "PURCHASE AUTHORIZATION" has the meaning set forth in Section 1 above.

(w) "SERVICE" means the performance of work for one or more members of the Company Group as an
employee, director, consultant or other individual contributor.

(x) "SUBSIDIARY" has the meaning set forth in Section 424(f) of the Code.

15. TERMINATION OR AMENDMENT OF PLAN. The Board may by written action at any time terminate
the Plan or make such changes in or additions to the Plan as it deems advisable without further action on the part
of the stockholders of the Company, provided:

                                                         11
(a) that no such termination or amendment shall adversely affect or impair any then outstanding Award or related
agreement without the consent of the Participant holding such Award or related agreement; and

(b) that if the Plan itself shall have been approved by the stockholders of the Company, no such amendment
which, pursuant to (i) the Code or (ii) the Exchange Act, or the regulations thereunder, (iii) any rules and
regulations of any stock exchange or consolidated stock price reporting system on which prices for the Common
Stock are quoted at any time or (iv) any other applicable federal, state or foreign laws, rules and regulations
requiring action by the stockholders, requires action by the stockholder may be made without obtaining, or being
conditioned upon, stockholder approval.

With the consent of the Participant affected, the Board may amend outstanding Awards or related agreements in
a manner not inconsistent with the Plan. The Board shall have the right to amend or modify the terms and
provisions of the Plan and of any outstanding Incentive Options granted under the Plan to the extent necessary to
qualify any or all such Options for such favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the Code.

IN WITNESS WHEREOF, this Plan has been executed effective as of September 15, 2003

RAPIDTRON, INC.,
a Nevada corporation

                                By    /s/ John Creel
                                     ----------------------------------------
                                     John Creel, President & CEO




                                                        12
SOFTWARE DEVELOPMENT AGREEMENT

Software Development Agreement (the "AGREEMENT") is made effective January 13, 2004 (the "EFFECTIVE
DATE"), between Rapidtron Inc. (the "PURCHASER") and Pioneering Innovation Inc. (the "DEVELOPER").

                                                   RECITALS:

(a) The Developer has expertise in software development;

(b) The Purchaser has requested the Developer to custom develop for the Purchaser certain software; and

(c) The Developer has agreed to develop such software for the Purchaser on the terms and conditions contained
herein.

(d) The Developer has performed those services identified on Schedule D.

In consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which
acknowledged), the parties agree as follows:

SECTION 1 DEVELOPMENT AND DELIVERY OF THE SOFTWARE.

(1) Developer has developed for the Purchaser the computer program known as the COM DLL as more
particularly described in Schedule "A" and in accordance with the specifications detailed in Schedule "B".

(2) Upon execution and delivery of this Agreement and the Initial Payment the Purchaser completing the payment
schedule in Section 5, the Developer shall deliver to the Purchaser a full and complete copy of the COM DLL
together with all versions thereof in all media of expression and all software, utilities, object and source code (in
machine readable and listing form), documentation, functional specifications, flow charts, source code notes,
techniques, algorithms and processes embodied in such source code, test routines and information related thereto
and all information describing the features, installation, use and maintenance thereof (with the COM DLL,
collectively, the "SOFTWARE").

(3) The Developer will deliver to the Purchaser a compiled and operational version of the COM DLL upon
receipt of the Initial Payment.

SECTION 2 SUPPORT

(1) During the term of this Agreement, the Developer shall provide to the Purchaser the support and maintenance
services that constitute Phases 2 and 3, as defined in Schedule "C".

(2) The Developer makes no promises to upgrade or maintain the COM DLL beyond its present state. The
Developer will correct defects to the COM DLL but will not upgrade the software with new functionality.
-2/19-

(3) The Developer will provide each Third Party Vendor access to an FTP site containing the COM DLL,
document outlining its use, and any software examples completed.

(4) The Developer will provide three (3) hours of support for integrating the COM DLL with each Third Party
Vendor. Support shall include answering technical questions by telephone and/or email.

(5) The Developer will not provide any support to an installation using the COM
DLL. The Developer will support the Third Party Vendor as defined in Schedule "C".

(6) If a site visit is required to support a Third Party Vendor's integration of the COM DLL, all reasonable travel
expenses shall be covered by the Purchaser.

(7) If more than three (3) hours are required to support a third party software integration of the COM DLL, and
the extra time required is not related to a fault of the COM DLL or the Developer (as outlined in this Agreement),
then the Purchaser shall be contacted and informed that extra time is required to complete the integration.

(8) If the Purchaser provides permission to continue with the integration support, the Developer shall bill the
Purchaser at a rate of US seventy five dollars per hour (US$75 per hour) plus any long distance charges which
are incurred in providing those services.

(9) The Developer shall provide post-Agreement support as outlined in Phase 4 (Schedule "C").

SECTION 3 OWNERSHIP

(1) Upon the execution and delivery of this Agreement and the Initial Payment, the Purchaser shall have all
ownership rights in and to the Software and all Intellectual Property Rights therein, including all "know-how" used
or acquired in connection with the design and development by the Developer of the Software; provided however
that the Developer shall also have ownership of the "know-how" commonly known by or available to the public
with equivalent technological skills as the Developer. As used in this Agreement, "INTELLECTUAL
PROPERTY RIGHTS" means all right, title, interest and benefit in and to all registered or unregistered trade
marks, trade or brand names, service marks, copyrights, copyright applications, designs, inventions, licenses,
sub-licenses, franchises, formulae, processes, proprietary information, know-how, technology, technical data,
schematics or other intellectual or industrial property.

(2) Any and all "Work Products" (as defined below) whether developed by Developer and/or any of Developer's
agents, employees or contractors, alone or with others, in connection with the performance of services under this
Agreement, are the exclusive property of the Purchaser and all title and interest therein (including but not limited
to trade secrets, patents, copyrights or other intellectual property rights) shall fully vest exclusively in the
Purchaser and shall be deemed to be a "work made for hire" and made in the course of the services rendered
hereunder. To the extent that title to
-3/19-

any Work Products may not, by operation of law, vest in the Purchaser or such Work Products may not be
considered works made for hire, all right, title and interest therein are hereby irrevocably assigned to the
Purchaser. Developer agrees to give the Purchaser and any person or entity designated by the Purchaser, any
reasonable assistance required to perfect the rights defined in this Section, and agrees to execute all documents
necessary to obtain such rights in the Purchaser. The Purchaser shall have the right to file any domestic or foreign
jurisdiction in the name of the Purchaser for any of the intellectual property rights contained in this Agreement.
Developer agrees that prior to having any third party become involved in the work to be performed under this
Agreement, Developer shall, in addition to obtaining the Purchaser's prior approval, require such person or entity
agree to the obligations of this Section. As used herein, the term "WORK PRODUCTS" means and includes,
without limitation, a discovery, a development, a design, an improvement, an invention, a know-how, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, business plans, software programs (including the object and
source code thereto) or a list (whether in written form or otherwise) of actual or potential customers or suppliers,
which is not commonly known by or available to the public.

(3) The Developer shall obtain from all of its consultants, technicians, experts and employees involved in the
development of the Software appropriate written assignments and waivers of any Intellectual Property Rights and
associated moral rights resulting from their contributing efforts to the Software and provide copies thereof to the
Purchaser, if requested.

(4) The Developer shall do all things and execute without further consideration, such further assurances,
confirmatory assignments, applications and other instruments as may reasonably be required to obtain Intellectual
Property Rights registrations for the Software and vest the Intellectual Property Rights in the Software in the
Purchaser, its successors and assigns.

SECTION 4 TERM

The Term of this Agreement shall be three (3) years from the date it is signed.

SECTION 5 PURCHASE PRICE; PAYMENT

(a) As compensation for developing and delivering the Software in accordance with this Agreement, and as full
and complete satisfaction of the purchase price for all rights, title and interest in and to the Software and the
Intellectual Property Rights related thereto, the Purchaser shall pay to the Developer a total of one hundred
thousand US dollars (US$100,000) cash (the "Purchase Price") paid over the first twenty four (24) months of the
Term in equal monthly installments of Four Thousand One Hundred Sixty-six and 67/100 Dollars ($4,166.67)
beginning on the execution and delivery of this Agreement (the "Initial Payment") and continuing on the 15th day
of each subsequent month thereafter, provided, however, that if on or before December 31, 2004, Purchaser
pays to Developer $90,000 of the Purchase
-4/19-

Price, then the Purchase Price shall be reduced by ten percent (10%) to $90,000.

(b) As consideration for the services to be performed under this Agreement, including those services performed
between June 1, 2003, and the Effective Date, Purchaser shall pay to Developer additional compensation in the
form of an "Award" of up to a total of 40,000 shares of Purchaser's common stock (the "Common Stock"), to be
issued on a quarterly basis during the Term of this Agreement as follows.

(i) Provided Developer has performed all of its obligations under this Agreement, Purchaser shall issue to
Developer ten (10) shares of Common Stock per satellite installed during the calendar quarter becomes fully
integrated and operational with the Software. The Common Stock shall be issued as an award of stock under
Purchaser's 2003 Stock Plan (the "Plan") and shall be subject to all provisions of the Plan.

(ii) Within ten (10) days following the end of each calendar quarter, Developer shall deliver to Purchaser a report
of all Software integrations completed during such quarter.

(iii) Within thirty (30) days following receipt of the report set forth in subsection (ii) above, Purchaser shall deliver
to Developer a report of the number of turnstiles that became fully integrated and operational during the quarter
as a result of the integrations reported by Developer, together with the Common Stock earned.

Representations; warranties.

The Developer represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is
relying upon such representations and warranties:

(a) the Developer has the capacity to enter into this agreement and to perform all obligations hereunder;

(b) the Software has been designed, developed and implemented in accordance with the specifications detailed in
Schedule "B";

(c) the Software functions in accordance with the specifications detailed in Schedule "B";

(d) the Developer owns all rights, title and interest in and to the Software and Intellectual Property Rights; neither
the service(s) nor the Software will infringe upon the rights of third parties or violate the terms of any other
agreement binding the Developer or the work of Developer, other than those rights of Axess AG;

(e) the Software is free and clear of all third party liens, claims and encumbrances;
-5/19-

(f) the Software does not contain any back door, time bomb, drop dead device or other software routine
designed to disable the Software automatically either with the passage of time or under positive control of any
person;

(g) the Software does not contain any viruses, trojan horses, worms or other software routines designed to
disable, erase or otherwise harm the Software, the Purchaser's hardware or data, or to permit unauthorized
access to the Purchaser's hardware or data, or to perform any similar actions;

(h) the Developer has not entered into any source code escrow agreement, support agreement, license
agreement, marketing agreement, distribution agreement or any other arrangement with any third party with
respect to the Software;

(i) The Developer is sufficiently experienced in financial and business matters to be capable of evaluating the
merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own
interests in connection with the purchase of the Common Stock;

(j) The Developer is purchasing the Common Stock as principal for its own account. The Developer is
purchasing the Common Stock for investment purposes only and not with an intent or view towards further sale
or distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and has not pre-arranged any
sale with any other purchaser;

(k) The Developer understands that the offer and sale of the Common Stock is not being registered under the
Securities Act based on the exemption from registration provided by Rule 506 promulgated under
Section 4(2) of the Securities Act or Regulation S of the Securities Act, and that the Purchaser is relying on such
exemption;

(l) The Developer certifies that it is not a U.S. person and is not acquiring the Shares for the account or benefit of
any U.S. person. As used herein, the term "U.S. person" means and includes (i) any natural person resident in the
United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a
U.S. person; (v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the
United States; and (viii) any partnership or corporation if (A) organized or incorporated under the laws of any
foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not
registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) of the Securities Act) who are not natural persons, estates or trusts;
-6/19-

(m) The Developer understands that the Common Stock is being offered and sold to it in reliance on an
exemption from the registration requirements of the Securities Act, and that the Purchaser is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the
Developer set forth herein in order to determine the applicability of such safe harbor and the suitability of the
Developer to acquire the Common Stock;

(n) The Common Stock has not been registered under the Securities Act and may not be transferred, sold,
assigned, hypothecated or otherwise disposed of unless such transaction is the subject of a registration statement
filed with and declared effective by the Common Stock and Exchange Commission (the "SEC") or unless an
exemption from the registration requirements under the Securities Act is available and in accordance with Rule
144. The Developer represents and warrants and hereby agrees that all offers and sales of the Common Stock
shall be made only pursuant to such registration or to such exemption from registration;

(o) The Developer acknowledges that the purchase of the Common Stock involves a high degree of risk, is
aware of the risks and further acknowledges that it can bear the economic risk of the Common Stock, including
the total loss of its investment;

(p) The Developer has been furnished with or has acquired copies of all requested information concerning the
Purchaser, including a copy of the Plan, the most recent audited financial statements of the Purchaser, the most-
recent annual report on Form 10-KSB, and the interim periodic reports on Form 10-QSB and Form 8-K;

(q) The Developer, in making the decision to purchase the Common Stock to be earned pursuant to this
Agreement, has relied upon independent investigations made by it and its purchaser representatives, if any, and
the Developer and such representatives, if any, have prior to any sale to it, been given access and the opportunity
to examine all material contracts and documents relating to this offering and an opportunity to ask questions of,
and to receive answers from, the Purchaser or any person acting on its behalf concerning the terms and
conditions of this offering. The Developer and its advisors, if any, have been furnished with access to all materials
relating to the business, finances and operation of the Purchaser and materials relating to the offer and sale of the
Common Stock which have been requested. The Developer and its advisors, if any, have received complete and
satisfactory answers to any such inquiries;

(r) The Purchaser understands that no federal, state or provincial agency has passed on or made any
recommendation or endorsement of the Common Stock; and
-7/19-

(s) Developer has not received any solicitation or advertisement to invest in the Common Stock through any
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over
television or radio; or through any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

SECTION 6 PERFORMANCE OF SOFTWARE.

The Developer shall correct, during the term of this agreement, any failure of the Software to perform in
accordance with the warranties detailed in Section 6.

SECTION 7 INDEMNITY

(a) Developer shall indemnify, defend, protect and hold harmless the Purchaser from and against any and all
claims, demands, actions, causes of action, losses, damages, judgments, awards, compromises or settlements,
debts, responsibilities, liabilities, obligations, liens, encumbrances, costs or expenses, including reasonable
attorneys fees, witness fees, accounting fees and related costs from time to time as incurred by the Purchaser in
connection with, arising out of, or related to (i) the breach of the representations and warranties set forth in
Section 6 above, or (ii) the gross negligence and willful misconduct of Developer or its agents, employees and
representatives, in connection with the software.

(b) Nothing in this Agreement shall obligate Developer to indemnify, defend or hold harmless Purchaser from any
claims or liabilities to the extent of the negligent, reckless or otherwise tortuous conduct of the Purchaser or its
agents, employees and representatives.

SECTION 8 LIMITATIONS AND EXCLUSIONS.

(1) EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS
WARRANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

(2) IN NO EVENT SHALL THE DEVELOPER, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS OR SHAREHOLDERS BE LIABLE TO ANY OTHER PARTY FOR INDIRECT OR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES,
INCLUDING, WITHOUT LIMITATION, ANY BUSINESS OR ECONOMIC LOSS EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF THE PURCHASE PRICE AND OTHER
CONSIDERATION PAID TO THE DEVELOPER PURSUANT TO THIS AGREEMENT, UNLESS AS
THE RESULT OF A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTIONS 6(d), 6(e), 6(f), 6(g) OR 6(h).
-8/19-

SECTION 9 CONFIDENTIAL INFORMATION.

Except as may be required by law, the Developer agrees to not use, directly or indirectly, for its own account or
for the account of any person or entity or disclose to any person or entity, the Purchaser's proprietary or
confidential information disclosed or entrusted to him or developed or generated by it in the performance of its
duties, including but not limited to information relating to the Purchaser's organizational structure, operations,
business plans, technical projects, pricing data, business costs, research data results, inventions, trade secrets,
customers lists or other work produced or developed by or for the Purchaser whether on the premises of the
Purchaser or elsewhere. This Section 9 shall not apply to any proprietary, confidential or secret information which
at the time of disclosure to Developer, is generally available to the public, or becomes available to the Developer
in writing on a non-confidential basis from a third party, provided such third party does not have any duty to
Purchaser to keep such information confidential. In the event of a violation, contravention, breach or threatened
breach of this Section 9 by the Developer, the Purchaser shall be entitled to both temporary and permanent
injunctive relief.

SECTION 10 DEFAULT

(1) Developer shall have the right to terminate this Agreement by written notice to Purchaser if:

(a) the Purchaser becomes bankrupt or insolvent, or files any proposal or makes any assignment for the benefit of
creditors;

(b) a receiver is appointed for any of the property of the Purchaser;

(c) an order is made for the winding up of the Purchaser; and

(d) the other party makes a sale in bulk of all, or substantially all, of its assets.

(2) If a party is in default of any term of this Agreement (such party being the "DEFAULTING PARTY"), the
other party shall give the Defaulting Party notice requiring the Defaulting Party to remedy the default within a
specified time of not less than 30 days. If, prior to the elapse of the specified time, the Defaulting Party does not
remedy the default or submit, to the other party, a plan for remedying the default that is acceptable to the other
party, the other party may terminate this Agreement forthwith for cause by notice to the Defaulting Party to that
effect.

(3) If the Developer terminates this Agreement as a result of the Purchaser being in default of the payment of the
Purchase Price, the Purchaser shall remain liable for payment for the Software accepted by the Purchaser under
this Agreement prior to termination by the Developer. To the extent that the Purchaser has not fully paid for such
Software up to the date of termination, the amount that was to have been paid in subsequent monthly payments in
Section (5)(a) shall be deemed, immediately prior to the Developer's termination of this Agreement, to have
become due and
-9/19-

payable to the Developer. The Purchaser shall, immediately following the date of termination, pay to the
Developer all amounts payable for such Software.

(4) The provisions of clauses (2) and (3) are without prejudice to any other rights either party may have against
the other party, in law or in equity.

(5) If the Purchaser defaults on any payment it is required to make pursuant to
Section 5 hereof and does not remedy such default within 30 days of the date upon which it receives a notice
from the Developer advising it of such default, all ownership rights in and to the Software revert back to the
Developer. Purchaser, however, will have ownership to use the COM DLL indefinitely for Satellite installations
performed to date.

(6) Sections 5(a) and 8 survive termination of the Agreement.

SECTION 11 DEVELOPER TO BE INDEPENDENT CONTRACTOR.

The parties agree that the Developer is an independent contractor and that it is not an employee or agent of the
Purchaser and this Agreement shall not create any partnership, joint venture, employer/employee, principal/agent,
master/servant or any other relationship between the Purchaser, on the one hand and the Developer, on the other,
except that of independent contractor.

SECTION 12 MISCELLANEOUS.

(1) Any notice, direction or other communication to be given under this Agreement shall be in writing and given
by delivering it or sending it by email or other similar form of recorded communication addressed:

(i) to the Purchaser at:
3151 Airway Avenue
Building Q
Costa Mesa, CA
92626
USA

Attention: Steve Meineke

Telephone: 949-798-0652
Email: smeineke@rapidtron.com

with a copy to:

Lee & Goddard LLP
18500 Von Karman Avenue, Suite 400 Irvine, California 92612
Attn: Raymond A. Lee
Telephone: 949-253-0500
Email: ral@leegod.com
-10/19-

(ii) to the Developer at:
811-124 Springfield Rd
Ottawa, ON
K1M 2C8
Canada

Attention: Bruce Spurr

Telephone: 613-742-6415
Email: bspurr@9point87.com

With a copy to:
Stikeman Elliott LLP
50 O'Connor Street, Suite 1600 Ottawa, Ontario
K1P 6L2
Canada
Attn: Roula Eatrides
Telephone: 613.564.3465
Email: reatrides@stikeman.com

Any such communication shall be deemed to have been validly and effectively given (i) if personally delivered, on
the date of such delivery if such date is a business day and such delivery was made prior to 4:00 p.m. (Ottawa
time) and otherwise on the next business day, or (ii) if transmitted by email or similar means of recorded
communication on the business day following the date of transmission. Any party may change its address for
service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent
to such party at its changed address.

(2) This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by
the Developer and the Purchaser.

(3) No waiver of any provisions of this Agreement shall be deemed to constitute a waiver of any other provisions
(whether or not similar); nor shall such waiver be binding unless executed in writing by the party to be bound by
the waiver. No failure on the part of the Developer or the Purchaser to exercise, and no delay in exercising any
right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any
such right preclude any other or further exercise of such right or the exercise of any other right.

(4) This Agreement constitutes the entire agreement between the parties with respect to all of the subject matter
hereof and the parties acknowledge and agree that its execution has not been induced by, nor do either of the
parties rely upon or regard as material, any representations or writings whatsoever not incorporated and made a
part of this Agreement. This Agreement supersedes any prior agreements understandings, negotiations and
discussions, whether oral or written, between the parties.
-11/19-

(5) The Purchaser and the Developer agree to do such things, attend such meetings and to execute such further
documents and assurances as may be deemed necessary or advisable from time to time in order to carry out the
terms and conditions of this Agreement in accordance with its true intent.

(6) Neither the Purchaser nor the Developer shall sell, transfer, assign or otherwise dispose of this Agreement or
any of its rights and obligations hereunder at any time without the prior written consent of the other party. A
change of control shall be deemed an assignment. For the purposes of this Agreement, a change of control is
defined as and one of the following events: (a) Bruce Spurr selling a majority of his shares in the Developer,
(b) Developer selling or transferring all or substantially all of the assets of the Developer, or (c) Bruce Spurr
resigning or otherwise leaving his position as officer of Developer.

(7) This Agreement shall be binding upon and enure to the benefit of the Purchaser, the Developer, and their
respective heirs, executors, legal personal representatives, successors and permitted assigns.

(8) If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, that
provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

(9) This Agreement shall be governed by and interpreted and enforced in accordance with the laws the State of
California and the federal laws of the United States.

(10) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
and all of which, taken together, shall constitute one and the same instrument.

(11) The division of this Agreement into Sections and the insertion of headings are for convenient reference only
and are not to affect its interpretation.

(12) The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of
it. The expression "Schedule" followed by a letter or number mean and refer to the specified Schedule attached to
this Agreement as may be amended from time to time in accordance with this Agreement.

(13) This Agreement is subject to the approval of Purchaser's Board of Directors and the consent of the Lead
Investor pursuant to the attached Consent.
-12/19-

IN WITNESS WHEREOF this Software Development Agreement has been executed by the parties as of the
date first above written.

                               PIONEERING INNOVATION INC.

                            By: /s/ Bruce Spurr
                                -------------------------------------
                                Bruce Spurr




                                        RAPIDTRON INC.

                            By: /s/ John Creel
                                -------------------------------------
                                John Creel, President
                                & Chief Executive Officer
-13/19-

SCHEDULE "A"
SOFTWARE DESCRIPTION

DEFINITIONS

"Third Party Vendor" is defined as the company who owns the Host Software.

"Host Software" is defined as the software application being used by the customer to perform membership
verification and other functions; contains the membership database or access to the membership database.

"Satellite" is defined as an Axess AG (of Salzburg, Austria) barcode and/or smart card reader. Each Satellite has
a unique IP address that can be assigned on installation, and changed if required.

DESCRIPTION

The COM DLL is an in-process component object model dynamic link library. It allows the Host Software to
receive and return data to the Satellite. The COM DLL must be compiled into the Host Software. The COM
DLL must be instantiated for each Satellite and told what the IP address and gate number of the Satellite. The
COM DLL will then create a TCP/IP communication link to the Satellite. This link remains open until the Host
Software requests the Satellite be shut down or the TCP/IP connection is lost.

BASIC FUNCTIONALITY

A Satellite is installed in a fitness club (or other venue requiring access control), attached to a network, controlled
by a server. The IP address of the Satellite is transparent from Satellite to the server. The server controls the
Satellite at the club. A member swipes a card at the Satellite; the COM DLL picks up the swipe information and
transfers it to the Host Software. The COM DLL then raises an event which the Host Software picks up and is
provided with the member ID. The COM DLL then awaits a confirmation. The Host Software will verify the
member ID and return to the COM DLL allow/deny entry, and any messages, sounds and lighting sequence to
display on the Satellite.
                                             SCHEDULE "B"
                                            SPECIFICATIONS

CURRENT VS. NEW SETUP

The current setup:

                                    Satellite TaReaderSrv ECM DLL

O<------------->O<------------->O<------------->O<------------->O

                                                         |                      |

                                                        -----------------------
                                                        |                     |
                                                        |     Need Local      |
                                                        |         PC          |
                                                        |                     |
                                                        -----------------------

            New      setup:

                                                                                              COM
                      Satellite                                                               DLL




O<------------------------------------------------------------->O

The existing setup has 5 connection points: The Satellite is connected to the Communication Box which is
connected to a local PC. The PC contains the ECM software which uses the TaReaderSrv software to
communicate to the Satellite. The ECM also communicates to the Third Party Vendor software (typically through
a DLL, but other methods are possible). This setup has 5 major software and hardware connection points.

The new setup has 2 connection points: a Satellite connected to the server (containing the Host Software and
COM DLL). The new setup eliminates two pieces of hardware and two pieces of software; Communication Box
& local PC, and, TaReaderServer (TaReaderSrv) and the ECM.

The new setup will work for many different system setups, such as: local PC application, server-hosted
application, and server-distributed application. The COM DLL should also work on the major types of local area
and wide area networks.

The COM DLL will be able to read both barcode cards and RF smart cards. For RF smart cards, the COM
DLL will be upgraded, if necessary, to read the ChipID number as well as a membership number stored on the
card if and only if the ChipID memory location is made available to the Developer.
PROGRAMMING ENVIRONMENTS SUPPORTED

The COM DLL has been successfully integrated into software build in the following development environments:

- Visual Basic 6

- Visual Basic.net

- Microsoft C++

- Visual FoxPro

OPERATING SYSTEMS SUPPORTED

The COM DLL will function in Windows 98, Windows 2000, Windows NT, and Windows XP.

Other operating systems such as Linux and Unix may support the COM DLL, but the Developer offers no
support or guarantees that a successful installation in such an environment is achievable.
                                               SCHEDULE "C"
                                                  PHASES

PHASE 1: DEVELOPMENT AND TESTING

The COM DLL has been developed in Microsoft Visual C++ as a component object model dynamic link library
to interface the Third Party Vendor's software with the Purchaser Satellite as per the specifications in Schedule
"B".

To test the COM DLL it was integrated into a Third Party Vendor's software. The integration was then setup in a
live environment to read from and reply to the Purchaser Satellite.

Two Third Party Vendors were chosen to complete the testing of the COM DLL: BNW Software (venue for live
environment test was UCLA) and CMR Computer (venue for live environment test was a Ron Hemelgarn fitness
club). Both sets of integrations and test installations were successful.

Deliverables:
- Development of COM DLL as per Schedule B specifications
- Successful integration of COM DLL with two Third Party Vendors
- Successful installation of Satellite controlled by COM DLL through Third Party Vendors' software

PHASE 2: INTEGRATION

"Integration" is defined as the COM DLL being included in a Third Party Vendor's software which will allow that
software to receive data from the Satellite and return a response to the Satellite.

Each Third Party Vendor will be provided:

- testing of the Integration using Rapidtron's designated test reader(s).
- the COM DLL and any existing supporting documentation and examples
- three (3) hours of support by phone and/or email to resolve technical questions concerning the integration of the
COM DLL

If more then three (3) hours are required to support the integration for any given Third Party Vendor, then the
Purchaser shall be notified immediately that more time is required. The Purchaser must provide permission to the
Developer to proceed with a bill rate of seventy five US dollars per hour (US$75/hour).

Term: Duration of this Agreement.
PHASE 3: INSTALLATIONS

"Installation(s)" is defined as a Purchaser Satellite installed at a venue which uses the Third Party Vendor's
software with the COM DLL integrated. An installation is deemed successful when the Satellite can transmit the
data it reads to the Third Party Vendor's software and the software can reply back to the gate and allow or deny
entry with the selected lighting, sound and text.

Support: None. The Developer supports Integration and not Installations. If there is a problem with the
installation, the Third Party Vendor must be contacted.

PHASE 4: POST-AGREEMENT SUPPORT

The Developer shall provide its services to support the COM DLL at a rate of seventy five US dollars per hour
(US$75/hour) for a minimum of two (2) years following the termination of this agreement.

The Developer shall have the right to limit this support to a maximum of forty
(40) hours per month. If additional monthly support is required, the Developer may use standard charge rates at
its discretion.
                                                  Schedule D

                                                   Com DLL

                                             (through 12/22/2003)




---------------------------------------------------------------------------------------------------------
           COMPANY                             CONTACT                     VENUE           # OF SATELITES
-------------------------------- -------------------------------- ------------------- ----------------
Custom Design System              Russ Baker, Scott Elowitz         COM DLL Text file    2/Gold's San Mat
-------------------------------- -------------------------------- ------------------- ----------------
CSI                               Jonathan Ross, Barry McKeone,     COM DLL - 8-Oct-03
                                  Tai Law, Frank McDuff
-------------------------------- -------------------------------- ------------------- ----------------
ASF International                 Alon Fluxman                      COM DLL - 1-Oct-03
-------------------------------- -------------------------------- ------------------- ----------------
Aphelion                          Steve Lewis                       COM DLL - 11-Jul-03
-------------------------------- -------------------------------- ------------------- ----------------
CMR Computer (Hemelgarn)          Brian Noel                        COM DLL - 3-Sep-03
-------------------------------- -------------------------------- ------------------- ----------------
Korean                            Mike Lee                          COM DLL - 24-Sep-03
-------------------------------- -------------------------------- ------------------- ----------------
Powerhouse Gym                    COM DLL - 24-Sep-03
-------------------------------- -------------------------------- ------------------- ----------------
Redbud Software                   Charles Egan                      COM DLL - 18-Jun-03
-------------------------------- -------------------------------- ------------------- ----------------
BNW Software                      Jeff Berg                         COM DLL - 9-Sep-03
-------------------------------- -------------------------------- ------------------- ----------------
In-touch USA                      Gary Hickman (tech), Tim Maskrey COM DLL - 26-Jun-03
-------------------------------- -------------------------------- ------------------- ----------------
RTP                               Dave Stoneback                    COM DLL - 11-Aug-03                 t
-------------------------------- -------------------------------- ------------------- ----------------
AMC Computer Corp.                Ann Pedersen                      COM DLL - 22-Oct-03
-------------------------------- -------------------------------- ------------------- ----------------
Twin Oaks                         Andrew Irish                      COM DLL - 26-Oct-03
-------------------------------- -------------------------------- ------------------- ----------------
Fox Valley                        John Michael                      COM DLL - 10-Dec-03
---------------------------------------------------------------------------------------------------------
CONSENT

Ceres Financial Limited, a British Virgin Island company, hereby consents to the foregoing Software
Development Agreement to which this Consent is attached, including the issuance of the shares of common stock
of Rapidtron, Inc., a Nevada corporation, to Developer as an Award under the 2003 Stock Plan.

CERES FINANCIAL LIMITED,
a British Virgin Island company

                                  By:/s/ J. Duffy
                                     --------------------------------
                                  Its:
                                       -------------------------------
RAPIDTRON (TM)

John Creel
21 LaRochelle
Newport Beach, CA 92660

                                               December 29, 2003

Re: Repayment of Debt

Dear John:

This letter memorializes your agreement with Rapidtron, Inc. (the "Company") to accept 69,342 shares of
common stock of the Company (the "Stock") as a full satisfaction and accord of the debt owed to you of
$69,342, as partial repayment of the accrued salary of $65,000 through 12/31/2003, and $4,342 as partial
repayment of a promissory note of $26,000 dated August 2, 2001.

By signing below, you acknowledge receipt of a copy of the Company's most recent annual report on form 10-
KSB for the year 2002 and the interim quarterly reports on 10-QSB for the periods ended March 31, 2003,
June 30, 2003 and September 30, 2003, our current report on Form 8-K, the filed with the SEC on May 19,
2003, our amended current report on Form 8-K/A, filed with the SEC on June 5, 2003, and our current report
on Form 8-K filed with the SEC on July 15, 2003.

By signing below, you acknowledge that the Stock is being issued to you in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and is therefore restricted stock as that term
is defined in Rule 144 promulgated by the SEC under the Securities Act of 1933. You agree not to sell or
otherwise transfer the stock for at least one (1) year and only as otherwise in accordance with Rule 144, except
pursuant to a valid registration of the resale of the Stock.

By signing below, you acknowledge that you understand your investment in the Company involves a high degree
of risk and is suitable only for investors of substantial means who have no immediate need for liquidity of the
amount invested, and that such investment involves a risk of loss of all or a substantial part of such investment.
You further understand and acknowledge that its investment in the Company involves various other risks. By
signing below, you are representing and warranting that you have adequate means of providing for your current
financial needs and contingencies, are able to bear the substantial economic risks of an investment in the
Company for an indefinite period of time, have no need for liquidity in such investment, and, at the present time,
could afford a complete loss of your investment.

BY SIGNING BELOW AND ACCEPTING THE STOCK, YOU HEREBY WAIVE ANY AND ALL
CLAIMS YOU MAY HAVE AGAINST THE COMPANY FOR PARTIAL ACCRUED SALARY OR
PAYMENT THROUGH 12/31/2003, INCLUDING ANY CLAIMS RELATED TO THE TIMING OF
PAYMENT OF AND AMOUNT OF SUCH SALARY OR PAYMENTS, AND YOU ACCEPT THE
STOCK AS A FULL SETTLEMENT OF ALL CLAIMS RELATED TO SPECIFIED ACCRUED SALARY
PER YOUR EMPLOYMENT OR ENGAGEMENT BY THE COMPANY THROUGH 12/31/2003.

RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
                                             RAPIDTRON (TM)

Letter Agreement
December 29, 2003
John Creel

If you agree with the foregoing, please sign below and return a copy to me by fax today and the original by
overnight delivery.

Sincerely,

                                          /s/ Steve Meineke
                                          Steve Meineke, Treasurer




ACKNOWLEDGED AND AGREED:

                                        /s/ John Creel
                                        ---------------------------
                                        John Creel




RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
RAPIDTRON (TM)

Judy Creel
Equus Marketing and Design
3151 Airway Avenue, Building Q
Costa Mesa, CA 92626

                                               December 29, 2003

Re: Repayment of Debt

Dear Judy:

This letter memorializes your agreement with Rapidtron, Inc. (the "Company") to accept 102,250 shares of
common stock of the Company (the "Stock") as a full satisfaction and accord of the debt owed to you of
$102,250, as repayment of specified items in the outstanding balance fees due Equus per the Marketing Services
Agreement.

By signing below, you acknowledge receipt of a copy of the Company's most recent annual report on form 10-
KSB for the year 2002 and the interim quarterly reports on 10-QSB for the periods ended March 31, 2003,
June 30, 2003 and September 30, 2003, our current report on Form 8-K, the filed with the SEC on May 19,
2003, our amended current report on Form 8-K/A, filed with the SEC on June 5, 2003, and our current report
on Form 8-K filed with the SEC on July 15, 2003.

By signing below, you acknowledge that the Stock is being issued to you in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and is therefore restricted stock as that term
is defined in Rule 144 promulgated by the SEC under the Securities Act of 1933. You agree not to sell or
otherwise transfer the stock for at least one (1) year and only as otherwise in accordance with Rule 144, except
pursuant to a valid registration of the resale of the Stock.

By signing below, you acknowledge that you understand your investment in the Company involves a high degree
of risk and is suitable only for investors of substantial means who have no immediate need for liquidity of the
amount invested, and that such investment involves a risk of loss of all or a substantial part of such investment.
You further understand and acknowledge that its investment in the Company involves various other risks. By
signing below, you are representing and warranting that you have adequate means of providing for your current
financial needs and contingencies, are able to bear the substantial economic risks of an investment in the
Company for an indefinite period of time, have no need for liquidity in such investment, and, at the present time,
could afford a complete loss of your investment.

BY SIGNING BELOW AND ACCEPTING THE STOCK, YOU HEREBY WAIVE ANY AND ALL
CLAIMS YOU MAY HAVE AGAINST THE COMPANY FOR SPECIFIED FEES OR PAYMENT,
INCLUDING ANY CLAIMS RELATED TO THE TIMING OF PAYMENT OF AND AMOUNT OF
SUCH FEES OR PAYMENTS, AND YOU ACCEPT THE STOCK AS A FULL SETTLEMENT OF ALL
CLAIMS RELATED TO SPECIFIED FEES.

RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
                                             RAPIDTRON (TM)

Letter Agreement
December 29, 2003
Equus Marketing and Design

If you agree with the foregoing, please sign below and return a copy to me by fax today and the original by
overnight delivery.

Sincerely,

                                            /s/ John Creel
                                            John Creel, President




ACKNOWLEDGED AND AGREED:

                                   /s/ Judith Creel
                                   -------------------------------------
                                   Judy Creel




RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
RAPIDTRON (TM)

Peter Dermutz
10766 Wellworth Avenue
Los Angeles, CA 90024

                                               December 29, 2003

Re: Repayment of Debt

Dear Peter Dermutz:

This letter memorializes your agreement with Rapidtron, Inc. (the "Company") to accept 38,500 shares of
common stock of the Company (the "Stock") as a full satisfaction and accord of the debt owed to you of
$38,500, as repayment of the outstanding balance of accrued salaries through 12/31/03.

By signing below, you acknowledge receipt of a copy of the Company's most recent annual report on form 10-
KSB for the year 2002 and the interim quarterly reports on 10-QSB for the periods ended March 31, 2003,
June 30, 2003 and September 30, 2003, our current report on Form 8-K, the filed with the SEC on May 19,
2003, our amended current report on Form 8-K/A, filed with the SEC on June 5, 2003, and our current report
on Form 8-K filed with the SEC on July 15, 2003.

By signing below, you acknowledge that the Stock is being issued to you in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and is therefore restricted stock as that term
is defined in Rule 144 promulgated by the SEC under the Securities Act of 1933. You agree not to sell or
otherwise transfer the stock for at least one (1) year and only as otherwise in accordance with Rule 144, except
pursuant to a valid registration of the resale of the Stock.

By signing below, you acknowledge that you understand your investment in the Company involves a high degree
of risk and is suitable only for investors of substantial means who have no immediate need for liquidity of the
amount invested, and that such investment involves a risk of loss of all or a substantial part of such investment.
You further understand and acknowledge that its investment in the Company involves various other risks. By
signing below, you are representing and warranting that you have adequate means of providing for your current
financial needs and contingencies, are able to bear the substantial economic risks of an investment in the
Company for an indefinite period of time, have no need for liquidity in such investment, and, at the present time,
could afford a complete loss of your investment.

BY SIGNING BELOW AND ACCEPTING THE STOCK, YOU HEREBY WAIVE ANY AND ALL
CLAIMS YOU MAY HAVE AGAINST THE COMPANY FOR WAGES OR PAYMENT THROUGH
12/31/03, INCLUDING ANY CLAIMS RELATED TO THE TIMING OF PAYMENT OF AND
AMOUNT OF SUCH WAGES OR PAYMENTS, AND YOU ACCEPT THE STOCK AS A FULL
SETTLEMENT OF ALL CLAIMS RELATED TO YOUR EMPLOYMENT OR ENGAGEMENT BY THE
COMPANY THROUGH 12/31/03.

RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
                                             RAPIDTRON (TM)

Letter Agreement
December 29, 2003
Peter Dermutz

If you agree with the foregoing, please sign below and return a copy to me by fax today and the original by
overnight delivery.

Sincerely,

                                            /s/ John Creel
                                            John Creel, President




ACKNOWLEDGED AND AGREED:

                                      /s/ Peter Dermutz
                                      --------------------------------
                                      [PRINT NAME]




RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
RAPIDTRON (TM)

Steve Meineke
Meineke LLC
3 White Cliff
Laguna Niguel, CA 92677

                                               December 29, 2003

Re: Repayment of Debt

Dear Steve:

This letter memorializes your agreement with Rapidtron, Inc. (the "Company") to accept 30,603 shares of
common stock of the Company (the "Stock") as a full satisfaction and accord of the debt owed to you of
$30,603, as partial payment of accrued fees through 1/1/2003.

By signing below, you acknowledge receipt of a copy of the Company's most recent annual report on form 10-
KSB for the year 2002 and the interim quarterly reports on 10-QSB for the periods ended March 31, 2003,
June 30, 2003 and September 30, 2003, our current report on Form 8-K, the filed with the SEC on May 19,
2003, our amended current report on Form 8-K/A, filed with the SEC on June 5, 2003, and our current report
on Form 8-K filed with the SEC on July 15, 2003.

By signing below, you acknowledge that the Stock is being issued to you in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and is therefore restricted stock as that term
is defined in Rule 144 promulgated by the SEC under the Securities Act of 1933. You agree not to sell or
otherwise transfer the stock for at least one (1) year and only as otherwise in accordance with Rule 144, except
pursuant to a valid registration of the resale of the Stock.

By signing below, you acknowledge that you understand your investment in the Company involves a high degree
of risk and is suitable only for investors of substantial means who have no immediate need for liquidity of the
amount invested, and that such investment involves a risk of loss of all or a substantial part of such investment.
You further understand and acknowledge that its investment in the Company involves various other risks. By
signing below, you are representing and warranting that you have adequate means of providing for your current
financial needs and contingencies, are able to bear the substantial economic risks of an investment in the
Company for an indefinite period of time, have no need for liquidity in such investment, and, at the present time,
could afford a complete loss of your investment.

BY SIGNING BELOW AND ACCEPTING THE STOCK, YOU HEREBY WAIVE ANY AND ALL
CLAIMS YOU MAY HAVE AGAINST THE COMPANY FOR PARTIAL ACCRUED FEES OR
PAYMENT THROUGH 1/1/2003, INCLUDING ANY CLAIMS RELATED TO THE TIMING OF
PAYMENT OF AND AMOUNT OF SUCH SALARY OR PAYMENTS, AND YOU ACCEPT THE
STOCK AS A FULL SETTLEMENT OF ALL CLAIMS RELATED TO SPECIFIED ACCRUED SALARY
PER YOUR EMPLOYMENT OR ENGAGEMENT BY THE COMPANY THROUGH 1/1/2003.

RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
                                             RAPIDTRON (TM)

Letter Agreement
December 29, 2003
Meineke LLC

If you agree with the foregoing, please sign below and return a copy to me by fax today and the original by
overnight delivery.

Sincerely,

                                            /s/ John Creel
                                            John Creel, President




ACKNOWLEDGED AND AGREED:

                                       /s/ Steve Meineke
                                       ------------------------------
                                       Steve Meineke




RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
RAPINTRON(TM)

                                      EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("AGREEMENT") IS DATED AND ENTERED INTO EFFECTIVE
AS OF DECEMBER 1, 2003 (THE "EFFECTIVE DATE"), BY AND BETWEEN RAPIDTRON, INC., A
DELAWARE CORPORATION ("RAPIDTRON"), AND CHRIS PERKINS, AN INDIVIDUAL ("YOU"
OR
"PERKINS").

NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants, provisions and
terms set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Rapidtron and Perkins agree as follows:

1. Term. Unless terminated earlier as provided in this Agreement, Rapidtron

employs Perkins for a term beginning on the Effective Date and ending on November 30, 2006 (the "Term").

2. Title; Base Salary: Effective as of the date of this Agreement, you will be employed as Vice President of
Resort Sales of Rapidtron and will earn a base salary of $115,000 per annum. Base salary will be payable on the
same schedule and otherwise in accordance with Rapidtron's normal practices for its senior executives.

3. Incentive Bonus. In addition to your base salary, you will be entitled to earn annual incentive compensation
upon the Company generating net sales from the resort industry. During the first year of the Term, you will earn
incentive compensation equal to two percent (2%) of net sales of the Company received from the Effective Date
through December 31, 2004, from the resort industry, in excess of $1,000,000, up to a maximum incentive
compensation of $100,000 per year, as illustrated by the chart below:

                                -------------------------------------------
                                Bonus % Level       Sales     Bonus Earned
                                ------- ------- ---------- -------------
                                     2%    One    $3,000,000 $       40,000
                                ------- ------- ---------- -------------
                                     2%    Two    $4,000,000 $       60,000
                                ------- ------- ---------- -------------
                                     2%    Three $6,000,000 $       100,000
                                -------------------------------------------




During the remainder of the Term, you will earn incentive compensation in an amount based on Rapidtron Inc.'s
Bonus Plan, as approved by the directors of the Company's parent corporation, Rapidtron, Inc., a Nevada
corporation ("Parent"). As used in this Agreement, "net sales" shall mean actual revenue received by the
Company from all new contracts and all increased sales from existing contracts meeting the Company's approved
pricing terms, including all contracts currently in negotiation, less discounts, installation fees, taxes, returns,
extraordinary expenses or discounts negotiated following installation. Pricing terms must be approved by the
Chief Executive Officer, Chief Financial Officer or General Manager. Net sales shall be included in the calendar
year invoiced, subject to payment. Incentive compensation on net sales invoiced in one calendar year and paid in
the subsequent calendar year shall be paid within thirty (30) days after receipt of payment. Rapidtron shall deduct
from any incentive compensation due and payable to Employee, an amount equal to all incentive compensation
previously paid or credited on sales with respect to which (i) any products have been returned to Rapidtron by
any customer, (ii) Rapidtron has failed to receive timely payment or has, in its sole discretion, turned over any
overdue balance for collection, or (iii) Rapidtron, in its sole discretion, has credited an allowance

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                               RAPINTRON(TM)

to any customer based on mutual agreement with Employee. In addition, the full amount of any charge back due
solely to Employee's error will be deducted for full amount.

4. Withholding. All payments under paragraphs 2 and 3 and other payments and compensatory benefits will be
subject to taxes and withholding in accordance with applicable law.

5. Benefits.

a. Medical and Dental. You and your family will be entitled to participate in Rapidtron's regular health insurance
plan for employees identified no later than six months prior to expiration of any COBRA coverage available to
you and available on or before expiration of any COBRA coverage available to you.

b. Vacation. You will be entitled to four (4) weeks of paid vacation time per year during the Term, such vacation
to be scheduled at times that do not materially interfere with the business of Rapidtron. Up to two (2) weeks of
unused vacation time may be used in the following year, up to a maximum of six weeks available vacation time at
any one time. At no time will benefits relating to unused vacation in excess of six (6) weeks be accrued or
payable.

c. Stock Options. You shall be entitled to receive stock options in accordance with the 2003 Stock Plan
Agreement attached hereto as Exhibit "A".

6. Reimbursement of Expenses. Rapidtron shall reimburse you for all business-related expenses and costs
actually incurred in the performance of your duties under this Agreement, including, without limitation, the lodging
and travel costs and expenses necessitated by performance and the equipment and airtime charges for a mobile
telephone. Reimbursement of all such costs and expenses shall be subject to reasonable policies and procedures
established from time to time by Rapidtron, including, without limitation, completion of Rapidtron's expense
reports to qualify for expense reimbursement.

7. Confidentiality, Assignment of Inventions, and Non-Compete.

7.1 Proprietary Information. In the course of your engagement by Rapidtron, you will continue to have access to
confidential and proprietary information regarding Rapidtron and its business, including, but not limited to,
information regarding Rapidtron's technologies, methods and techniques, product information, specifications,
technical drawings and designs, trade secrets, know-how, sources of supply, product and market research data,
customer lists, marketing plans, and financial information regarding Rapidtron and its operations. Such information
shall be referred to hereinafter as "Proprietary Information" and shall include any and all of the information of the
type described and shall also include any and all other confidential and proprietary information relating to the
business to be conducted by Rapidtron, whether previously existing, now existing or arising hereafter, whether
conceived or developed by others or by you alone or with others, and whether or not conceived or developed
during regular working hours. Proprietary Information which is released into the public

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                              RAPINTRON(TM)

domain during the period of your engagement under this Agreement, provided the same is not in the public
domain as a consequence of disclosure directly or indirectly by you in violation of this Agreement, shall not be
subject to the restrictions of this Section 7.1.

7.2 Non-Disclosure. You shall not disclose, directly or indirectly, (except as your duties may require and except
as required by law) any Proprietary Information to any person other than Rapidtron, any employees of Rapidtron
who are authorized, at the time of such disclosure, to receive such information, or such other persons to whom
you have been specifically instructed to make disclosure by the Board of Directors of Rapidtron and in all such
cases only to the extent required in the course of your service to Rapidtron. At the termination of this Agreement,
you shall deliver to Rapidtron all notes, letters, documents, records, computer files, programs and other media
which may contain Proprietary Information which are then in its possession or control and shall not retain or use
any copies or summaries thereof.

7.3 Assignment of Inventions. All ideas, inventions, and other developments or improvements conceived or
reduced to practice by you, alone or with others, during the term of this Agreement, whether or not during
working hours, that are within the scope of the business of Rapidtron or Parent or that relate to or result from any
of Rapidtron's or Parent's work or projects or the services provided by you to Rapidtron or Parent pursuant to
this Agreement, shall be the exclusive property of Rapidtron or Parent. You agree to assist Rapidtron or Parent
during the term, at Rapidtron's or Parent's expense, to obtain patents and copyrights on any such ideas,
inventions, writings, and other developments, and agrees to execute all documents necessary to obtain such
patents and copyrights in the name of Rapidtron or Parent, including an assignment of any rights therein.

7.4 Covenant Not to Compete. During the term of this Agreement, you shall not engage in any of the following
competitive activities: (a) engaging directly or indirectly in any business or activity substantially similar to any
business or activity engaged in (or proposed to be engaged in) by Rapidtron or Parent; (b) engaging directly or
indirectly in any business or activity competitive with any business or activity engaged in (or proposed to be
engaged in) by Rapidtron or Parent; (c) soliciting or taking away any employee, agent, representative, contractor,
supplier, vendor, customer, franchisee, lender or investor of Rapidtron or Parent, or attempting to so solicit or
take away; (d) interfering with any contractual or other relationship between Rapidtron or Parent and any
employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor; or (e)
using, for the benefit of any person or entity other than Rapidtron or Parent, any Proprietary Information of
Rapidtron or Parent. The foregoing covenant prohibiting competitive activities shall survive the termination of this
Agreement and shall extend, and shall remain enforceable against you, for the period of one (1) year following the
date this Agreement is terminated. In addition, during the two-year period following such expiration or earlier
termination, you shall not make or permit the making of any negative statement of any kind concerning Rapidtron
or Parent.

8. Indemnification. To the maximum extent permitted by law, Rapidtron shall indemnify, defend (with counsel
selected by you and reasonably acceptable to Rapidtron) and hold harmless, you and your attorneys, successors
and assigns, and each of them (each a "Perkins Indemnitee"), from and against all claims, losses, liabilities,
damages, demands, actions, causes of actions, judgments, settlements, costs and expenses of any nature
whatsoever (including, without limitation, reasonable attorneys' fees, expert witness fees, and costs related
thereto) (collectively, "Claims") which any such Perkins Indemnitee may suffer or incur in connection with (i) a
breach

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                               RAPINTRON(TM)

by Rapidtron of its obligations hereunder, or (ii) the performance by you as an officer, director or employee of
Rapidtron, including, without limitation, your acts and omissions as Vice President of Resort Sales; provided,
however, that the indemnity obligations as set forth hereunder shall not extend to any Claims arising or resulting
solely from your gross negligence or willful misconduct. Rapidtron's obligations to pay Claims hereunder shall be
due and payable as and when such Claims are incurred, including without limitation, all legal fees and costs and
other expenses, incurred by you in connection with the defense against and settlement of any Claim. The
indemnification provided by this Section 8 shall be deemed cumulative, and not exclusive, of any other rights to
which you may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
Nothing in this section shall affect any right to indemnification to which you may be entitled by contract or
otherwise. To the maximum extent permitted by law and to the extent reasonably affordable to Rapidtron,
Rapidtron shall procure, pay for and maintain standard form directors' and officers' liability insurance with an
insurance carrier and in amounts reasonably acceptable to you.

9. Termination and Resignation.

9.1 Termination Upon Death. If you die during the Term, this Agreement shall terminate. Upon such termination,
you shall be entitled to all accrued and unpaid compensation, including the Base Salary and accrued and unused
vacation, and the prorated amount of the Incentive Bonus as of the date of death.

9.2 Termination Upon Permanent Disability. In the event of your "Permanent Disability" (as hereinafter defined),
Rapidtron may terminate this Agreement effective upon thirty (30) days notice to you. For the purposes of this
Agreement, you shall be deemed to have suffered "Permanent Disability" in the event that you become disabled
by physical or mental illness or injury to the extent that the Board of Directors of Rapidtron reasonably believes,
notwithstanding such reasonable accommodations as Rapidtron may make in response to such disability, that you
cannot carry out or perform responsibilities, and such disability continues for a period of six (6) consecutive
months or three hundred sixty-five (365) days in any twenty-four (24) month period, without regard to whether
such three hundred sixty-five (365) days are consecutive. In the event that Rapidtron terminates this Agreement
following your Permanent Disability, Rapidtron shall continue to pay you a prorated Incentive Bonus through the
date of your termination.

9.3 Resignation by Perkins.

9.3.1 You may immediately resign for cause at any time by written notice to Rapidtron. For purposes of this
Agreement, the term "cause" for your resignation shall be (a) a breach by Rapidtron of any material covenant or
obligation hereunder; (b) the voluntary or involuntary dissolution of Rapidtron; or (c) a "Change in Control" (as
defined below) of Rapidtron. The written notice given hereunder by you to Rapidtron shall specify in reasonable
detail the cause for resignation, and, in the case of the cause described in (a) above, such resignation notice shall
not be effective until thirty (30) days after Rapidtron's receipt of such notice, during which time Rapidtron shall
have the right to respond to your notice and cure the breach or other event giving rise to the resignation. In the
event that Rapidtron is able to cure, this Agreement shall continue in full force and effect. For purposes of this
Agreement, a "Change in Control" shall mean the occurrence of any one of the following events: (i) any merger or

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                                 RAPINTRON(TM)

consolidation in which Rapidtron is not the surviving or resulting entity; (ii) any transfer of all or substantially all of
the assets of Rapidtron; (iii) the transfer of a majority of the common stock or voting power of Rapidtron by one
or more shareholders in one or more transactions; or (iv) the issuance of stock in Rapidtron constituting a change
in control immediately following such issuance.

9.4 Termination by Rapidtron.

9.4.1 Rapidtron may terminate this Agreement for cause at any time by written notice to you. For purposes of
this Agreement, the term "cause" for termination by Rapidtron shall be (a) a conviction of or plea of guilty or nolo
contendere by you to a felony which could reasonably be expected to have a material adverse effect on
Rapidtron, its business, its goodwill or its prospects; (b) the consistent refusal by you to perform your material
duties and obligations hereunder; or (c) your willful and intentional misconduct in the performance of your material
duties and obligations. The written notice given hereunder by Rapidtron to you shall specify in reasonable detail
the cause for termination. In the case of a termination for the cause described in (a) above, such termination shall
be effective upon receipt of the written notice. In the case of the causes described in (b) and (c) above, such
termination notice shall not be effective until thirty (30) days after your receipt of such notice, during which time
you shall have the right to respond to Rapidtron's notice and cure the breach or other event giving rise to the
termination. In the event that you are able to cure, this Agreement shall continue in full force and effect.

9.4.2 You will receive an annual review of your performance by the Chief Executive Officer and Senior Vice
President.

9.5 Effect of Termination. Upon any termination of this Agreement, neither party shall have any further obligations
thereafter arising under this Agreement, except as provided in Section 17 below.

9.5.1 Upon your resignation without cause, or a termination of this Agreement by Rapidtron with cause pursuant
to Section 9.4 above, Rapidtron shall immediately pay to you all accrued and unpaid compensation as of the date
of such termination. Thereafter, all compensation obligations of Rapidtron under Section 6 shall cease.

9.5.2 Upon a resignation of this Agreement with cause by you pursuant to Section 9.3.1 above, or a termination
of this Agreement by Rapidtron without cause, (a) Rapidtron shall immediately pay to you all accrued and unpaid
compensation as of the date of such termination; (b) provided you continue to comply with the covenant set forth
in Section 7.4, Rapidtron shall continue to pay the Base Salary through the lesser of (i) six (6) months following
the date of termination, or (ii) the end of the Term of this Agreement; (c) provided you continue to comply with
the covenant set forth in Section 7.4, Rapidtron shall pay the incentive compensation through the end of the
earlier of (i) the six (6) months following termination or (ii) the end of the Term, as if you had continued to
perform for the remainder of said period at the average rate of increase in Profits over the prior twelve (12)
month period; and (d) Rapidtron shall pay the cost of your COBRA health insurance coverage for a period of six

(6) months following termination.

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                                 RAPINTRON(TM)

9.6 Effect of Combination or Dissolution. This Agreement shall not be terminated by the voluntary or involuntary
dissolution of Rapidtron, or by any merger or consolidation in which Rapidtron is not the surviving or resulting
entity, or any transfer of all or substantially all of the assets of Rapidtron, or upon any transfer of a majority of the
ownership interests of Rapidtron by one or more members in one or more transactions, or upon the issuance of
any other security interests of Rapidtron constituting a majority of the outstanding securities immediately following
such issuance. Instead, subject to your right to terminate this Agreement pursuant to Section 9.3 above, the
provisions of this Agreement shall be binding on and inure to the benefit of Rapidtron's successors and assigns.

9.6.1 Upon acquisition, merger and/or any other business combination with Rapidtron, you hereby agree that
notwithstanding Section 9.3.1, if so requested by the resulting board of directors, you will maintain your
management role within Rapidtron, as a "transitional period" to assist incoming management in the proper
performance of his duties. Said "transitional period" shall not exceed 12 calendar months unless otherwise
mutually agreed, pursuant to the terms and conditions of this Agreement, including compensation, and for
purposes of Section 9.5.2, the date of termination shall be the last day of such transitional period.

10. Remedies.

10.1 Injunctive Relief Regarding Confidentiality. You acknowledge and agree that (i) the covenants and the
restrictions contained in Sections 7 and 8 above are necessary, fundamental, and required for the protection of
the business of Rapidtron; (ii) such covenants relate to matters which are of a special, unique, and extraordinary
character that gives each of such covenants a unique and extraordinary value; and (iii) a breach of any of such
covenants will result in irreparable harm and damages to Rapidtron which cannot be adequately compensated by
a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in
equity, Rapidtron shall be entitled to seek injunctive or other equitable relief to restrain or enjoin you from
breaching any such covenant or to specifically enforce the provisions of Sections 7 or 8 above.

10.2 No Limitation of Remedies. Notwithstanding the provisions set forth in Section 10.1 of this Agreement or
any other provision contained in this Agreement, the parties hereby agree that no remedy conferred by any of the
specific provisions of this Agreement, including without limitation, this
Section 10, is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.

10.3 No Setoff. Notwithstanding anything to the contrary set forth in this Agreement, all payments paid by
Rapidtron to you under this Agreement, including, without limitation, the compensation under Section 6 above,
shall be made without setoff, deduction or counterclaim of any kind whatsoever.

11. Successors and Assigns. This Agreement is in the nature of a personal services contract; and subject to
Section 9.6 above, neither party shall assign this Agreement without the prior written consent of the other party.
This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors,
permitted assigns, heirs and legal representatives.

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                               RAPINTRON(TM)

12. Governing Law. This Agreement shall be construed under and in accordance with, and governed in all
respects by, the laws of the State of California (without giving effect to principles of conflicts of law).

13. Waiver. The failure of any party to insist on strict compliance with any of the terms, covenants, or conditions
of this Agreement by any other party shall not be deemed a waiver of that term, covenant or condition, nor shall
any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or
relinquishment of that right or power for all or any other times.

14. Notices. Any notice or other communication required or permitted hereunder (each, a "Notice") shall be in
writing, and shall be deemed to have been given (a) two (2) days following deposit of such Notice in the United
States mail, certified, postage prepaid, return receipt requested, or (b) upon receipt if delivered personally, or
delivered by reputable, recognized third party overnight delivery service or courier service or (c) the next
business day following receipt, if transmitted by facsimile (provided that such facsimile is followed by the deposit
of the original Notice, or a copy thereof, in the United States mail, certified, postage prepaid, return receipt
requested, no later than the next business day following transmission of such facsimile), addressed to the parties
as follows:

                           Perkins:                Chris Perkins
                                                   __________________
                                                   __________________


                           To   Rapidtron:         Rapidtron, Inc.
                                                   3151 Airway Avenue, building Q
                                                   Costa Mesa, California 92626

                                                   Facsimile Number: 949-474-4550

                           with copies to:         Raymond A. Lee, Esq.
                                                   Lee Goddard LLP
                                                   18500 Von Karman Ave., Suite 700
                                                   Irvine, CA 92612




Either party may require such Notices to be delivered and given to any address different from or additional to the
address set forth above, by delivering Notice thereof to the other party pursuant to this Section.

15. Integration. This Agreement constitutes the entire agreement of the parties hereto with respect to the
engagement and retention of you by Rapidtron and your services to Sub, and supersedes any and all prior and
contemporaneous agreements, whether oral or in writing, between the parties hereto with respect to the subject
matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises or
agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied in this Agreement or such addenda (or in other written agreements signed by the

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                               RAPINTRON(TM)

parties and dated the date hereof), and that no other agreement, statement or promise not contained in this
Agreement or such addenda (or such other written agreements) shall be valid or binding on either party.

16. Amendments. This Agreement may not be amended, modified, altered or supplemented except by written
agreement executed and delivered by the parties hereto.

17. Survival of Certain Rights and Obligations. The rights and obligations of the parties hereto pursuant to
Sections 7, 8, 9, and 10 of this Agreement shall survive the termination of this Agreement.

18. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or
invalidated in any way. If any court of competent jurisdiction holds any provision of this Agreement to be invalid,
void or unenforceable with respect to any state, region or locality, such provision shall nevertheless continue in full
force and effect in all other states, regions and localities to which such provision applies.

19. Further Assurances. The parties agree that, at any time and from time to time during the Term, they will take
any action and execute and deliver any document which the other party reasonably requests in order to carry out
the purposes of this Agreement.

20. Headings. The section headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.

22. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to recover any and all reasonable attorneys' fees, expert witness
fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

23. Incorporation. The recitals and exhibits to this Agreement are incorporated herein and, by this reference,
made a part hereof as if fully set forth herein.

24. No Third Party Beneficiary. This Agreement is made and entered into between the parties solely for the
benefit of the parties, and not for the benefit of any other third party or entity. No third party or entity shall be
deemed or considered a third party beneficiary of any covenant, promise or other provision of this Agreement or
have any right to enforce any such covenant, promise or other provision against either or both parties.

[signatures begin on next page]

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                          RAPINTRON(TM)

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date
first above written.

"RAPIDTRON"

RAPIDTRON, INC,
a Delaware corporation

                         By: /s/ John Creel
                            -------------------------------------------------
                            John Creel, Chief Executive Officer and President




"YOU"

                           /s/ Chris Perkins
                         ----------------------------------------------------
                         CHRIS PERKINS, an individual




RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                              RAPINTRON(TM)

                                                 EXHIBIT "A"

                                            RAPIDTRON, INC.
                                     2003 STOCK PLAN AGREEMENT
                                               (PERKINS)

This 2003 Stock Plan Agreement ~ Perkins (the "Agreement) is made effective as of December 1, 2003,
between RAPIDTRON, INC., a Nevada corporation (the "Company"), and CHRIS PERKINS, an individual
(the "Participant"), to evidence the right to receive Nonqualified Options under the Company's 2003 Stock Plan
(the "Plan"). Except as otherwise specifically defined in this Agreement, capitalized terms have the meaning given
to them in the Plan.

1. Option Terms:

(a) Type of Options. Participant shall be entitled to receive Nonqualified Options.

(b) Number of Options. Provided Participant is not in default under the Employment Agreement, dated
December 1, 2003, as may be amended, Participant shall earn up to 110,000 Nonqualified Options as follows:

- 10,000 Nonqualified Options upon execution of the Employment Agreement.
- 10,000 additional Nonqualified Options upon reaching net sales of US$2,000,000
- 30,000 additional Nonqualified Options upon reaching net sales of US$4,000,000
- 60,000 additional Nonqualified Options upon reaching net sales of US$6,000,000

(c) Exercise Price. The greater of (i) $1.25 per share, or (ii) the average closing trading price of the Company's
common stock during the ten (10) preceding trading days from the date issued.

(d) Vesting. Options are vested upon issuance.

(e) Term. The lesser of (i) ninety (90) days from the date Participant is terminated from employment with
Company Group, or (ii) five (5) years from the date issued.

2. Conflicts. This Agreement is made pursuant to the terms of the Employment Agreement between Participant
and the Company Group, as amended (the "Employment Agreement"), which was approved and adopted
pursuant to a merger agreement between the Company and Rapidtron, Inc., a Delaware corporation. This
Agreement shall be subject to all of the provisions of the Plan and the Employment Agreement. In the event of
any inconsistency between this Agreement and the Employment Agreement, the Employment Agreement shall
control. In the event of any inconsistency between this Agreement and the Plan, the Plan shall control.

3. Confidentiality, Competition, and Solicitation. The Employment Agreement contains provisions prohibiting a
participant from disclosing confidential information of the Company at any time.

4. General. This Agreement, together with the Plan and the Employment Agreement, contains the entire
agreement of the parties regarding the subject matter of this Agreement. This Agreement may be executed in
counterparts, both of which together shall constitute one and the same instrument. THE PARTICIPANT
AGREES TO HOLD THE CONTENTS OF THIS AGREEMENT AND THE PARTICIPANT'S
PARTICIPATION IN THE PLAN STRICTLY CONFIDENTIAL, AND NOT TO DISCLOSE THE SAME
TO ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY OTHER EMPLOYEES OF THE
COMPANY OR ANY PART OF THE COMPANY GROUP) WITHOUT PRIOR WRITTEN CONSENT
OF THE BOARD OF DIRECTORS.

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                           RAPINTRON(TM)

IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the date first set forth above.

Rapidtron, Inc., a Nevada corporation

By_______________________________ John Creel, President & Chief Executive Officer


CHRIS PERKINS, an individual

RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626 Tel 949.798.0652 fax 949.474.4550
                                               RAPINTRON(TM)

                                  BENEFICIARY DESIGNATION FORM
                                         RAPIDTRON, INC.
                                         2003 STOCK PLAN

The undersigned Participant hereby designates the following beneficiary(ies) to receive any payments owed to the
Participant under the Rapidtron, Inc. 2003 Stock Plan in the event of the Participant's death.

                   PRIMARY BENEFICIARY (IES)                                PERCENTAGE(S)
                   ---------------------------                              -------------

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




                   CONTINGENT BENEFICIARY (IES)                             PERCENTAGE(S)
                   ------------------------------                           -------------

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




Unless otherwise explicitly provided in the Beneficiary Designation Form, a Contingent Beneficiary shall receive a
benefit only if all Primary Beneficiaries are deceased as of the date of the Participant's death. Unless otherwise
explicitly provided in the Beneficiary Designation Form, the beneficiary(ies) entitled to receive a benefit shall
become fixed as of the date of the Participant's death so that, if a beneficiary survives the Participant but dies
before the receipt of all payments due the beneficiary under this Form, any remaining payments shall be payable
to the representative of the beneficiary's estate.

This designation shall remain in effect until a new Beneficiary Designation Form with a later date shall be signed
and filed with Rapidtron, Inc.

By: ___________________________

                                 Print Name ___________________________

                                    Date: ___________________________

                        RAPIDTRON Inc. 3151 Airway Avenue, Building Q, CA 92626
                                 Tel 949.798.0652 fax 949.474.4550
                                              RAPINTRON(TM)

CHRIS PERKINS
15119 Cavalier Rise
Truckee, California 96161

                                                February 4, 2004

Re: Amendment of Employment Agreement

Dear Chris:

This letter memorializes your agreement with Rapidtron, Inc. (the "Company") to amend the terms of your
Employment Agreement, dated effective as of December 1, 2003, and the 2003 Stock Plan Agreement related
thereto (collectively, the "Agreement").

The option terms are hereby modified as follows: the exercise price of all Nonqualified Options that may be
granted under the Agreement (including the 10,000 options earned on December 1, 2003) is $1.25 per share.

All capitalized terms not otherwise defined in this letter have the same meaning as ascribed to such term in the
Agreement. Except as otherwise modified herein, the Agreement shall continue in full force and effect, and the
parties hereby ratify and reaffirm the Agreement as modified herein.

If you agree with the foregoing, please execute this letter where indicated below and return a copy to me.

Sincerely,

                                               /s/ Steve Meineke

                                               Steve Meineke,
                                               General Manager




ACKNOWLEDGED AND AGREED:

                                         /s/ Chris Perkins
                                         ----------------------------
                                         CHRIS PERKINS, an individual




RAPIDTRON Inc.3151 Airway Avenue, Building Q, CA 92626 tel 949.798.0652 fax 949.474.4550
Exhibit 23.1

                              CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement on Form SB-2 of our report dated May 16, 2003 relating to
the financial statements of Rapidtron, Inc., and to the reference to our Firm under the caption "Experts and
Changes in and Disagreements with Accountants on Accounting and Financial Matters" in the Prospectus.

                                                   /s/   Squar, Milner, Reehl & Williamson, LLP




         Newport Beach, California
         February 4, 2004
EXHIBIT 23.2

                    CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANT

We hereby consent to the use in the Form SB-2 Registration Statement of Rapidtron, Inc. of our report dated
November 25, 2002, relating to the financial statements of Rapidtron, Inc. for the year ended December 31,
2001, which are incorporated by reference into such Form SB-2.

                                          /s/ Kushner, Smith, Joanon & Gregson, LLP
                                          ---------------------------------------------------
                                          Kushner, Smith, Joanon & Gregson, LLP
                                          Certified Public Accountants


         Irvine, California
         January 23, 2004

								
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