2003 Stock Plan - RAPIDTRON INC - 2-5-2004

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					                                              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

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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.

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(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;

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(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

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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.

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(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

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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.

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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

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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.

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(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:

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(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




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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