Termination Agreement - RAPIDTRON INC - 5-17-2004 by RPDT-Agreements

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									TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this "Agreement"), is made effective as of March 1, 2004 (the "Effective
Date"), by and between RAPIDTRON, INC., a Delaware corporation, and RAPIDTRON, INC., a Nevada
corporation (collectively, the "Company"); and STEVE MEINEKE, an individual ("Meineke"), with reference to
the following recitals:

A. The Company engaged Meineke to serve as the Company's Secretary, Treasurer and General Manager,
pursuant to that certain Employment Agreement, dated January 1, 2003 (the "Employment Agreement").

B. The parties now desire to terminate the Employment Agreement upon the terms and conditions set forth
herein.

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

1. Termination of Agreement. Subject to the terms and conditions set forth herein, the Employment Agreement is
hereby terminated by mutual agreement and consent of Meineke and the Company. Such termination shall be
effective as of the Effective Date hereof. From and after the Effective Date hereof, except for those rights,
powers, duties, liabilities and obligations set forth in Sections 7 and 8 of the Employment Agreement, neither the
Company nor Meineke shall have any further right, power, duty, liability or obligation to or against one another
under the Employment Agreement. Each of the Company and Meineke hereby acknowledge and agree that the
obligations set forth in Sections 7 and 8 of the Employment Agreement shall survive termination of the
Employment Agreement and shall continue to be observed and performed by the parties.

2. Unpaid Salary. The Company hereby acknowledges that it owes Meineke $6,987 for salary earned by
Meineke Consulting, LLC, during the year 2002 (the "2002 Salary"), and $38,959 for salary earned by Meineke
during the year 2003 (the "2003 Salary"), and $3,750 salary earned by Meineke during 2004 through February
15, 2004. The Company shall pay to Meineke Consulting, LLC the 2002 Salary prior to paying any unpaid
wages earned by any employees in the year 2003 and when it pays all other wages remaining unpaid for the year
2002, pro rata and in proportion to all other unpaid wages earned in 2002 and remaining unpaid as of the
Effective Date. The Company shall pay to Meineke the 2003 Salary after all wages remaining unpaid for the year
2002 are paid, and when it pays all other wages remaining unpaid for the year 2003, pro rata and in proportion
to all other unpaid wages earned in 2003 and remaining unpaid as of the Effective Date.

3. Related Party Debt.

(a) Comerica Note. Meineke and John Creel are joint holders, and the Company is the maker, of a certain
Promissory Note, dated April 25, 2002, in the principal amount of $150,000 (the "Joint Note"). As of the
Effective Date, the outstanding balance of the Joint Note is $70,000. Meineke and John Creel ("Creel") are joint
makers, and Comerica Bank-California is the holder, of a Promissory Note dated April 25, 2002, in the principal
amount of $150,000 (the "Comerica Note"). As of the Effective Date, the balance of the Comerica Note is
$70,000. The proceeds of the Comerica Note were loaned to the Company under the Joint Note. The Company
shall timely pay the Comerica Note on or before the 15th day of each month as a priority payment from available
cash. The Company hereby agrees to indemnify and hold Meineke harmless from and against any and all
obligations arising under the Joint Note or the Comerica Note. The Company shall defend Meineke against any
and all actions which may arise under the Joint Note or Comerica Note, and shall reimburse Meineke for any and
all reasonable costs and
expenses in defending against such actions, as and when incurred. The Company hereby agrees to pay the
Comerica Note as and when due, which payments shall be credited against the balance owed by the Company to
Meineke and Creel under the Joint Note.

(b) $15,000 Note. Meineke is the holder, and the Company is the maker, of a Promissory Note, dated October
3, 2001, in the principal amount of $15,000 (the "15K Note"). As of the Effective Date, the balance owed under
the 15K Note is $15,000 plus all interest accrued thereon pursuant to the terms of the 15K Note. The Company
shall make and deliver a replacement convertible note in the principal amount of the outstanding balance of the
15K Note (the "Replacement Note"), which shall replace the 15K Note. The Replacement Note shall be
convertible into common stock of Rapidtron, Inc., a Nevada corporation ("RPDT"), at the election of holder, at a
conversion rate of $1.25 per share.

4. Options. Meineke is the owner of a vested option to purchase 225,000 shares of common stock of RPDT and
the owner of an unvested option to purchase an additional 225,000 shares of common stock of RPDT (the
"Unvested Option"), pursuant to an Amended and Restated 2003 Stock Plan Award effective as of September
1, 2003 (the "Award")Meineke and the Company hereby amend the Award as follows:

(a) Meineke shall continue to hold the Unvested Option after the Effective Date hereof, and the Unvested Option
shall vest as of January 1, 2005, provided Meineke continuously serves as director of the Company pursuant to
this Agreement from the Effective Date through January 1, 2005.

(b) Notwithstanding anything to the contrary set forth in the Plan, the options may be exercised at any time during
the five (5) year period following the Effective Date.

5. Director. Meineke shall continue to serve as a director of the Company pursuant to a separate agreement that
provides for the following:

(a) Attendance at three board meetings per year, provided such meetings do not unreasonably interfere or
conflict with Meineke's duties as President of Raleigh America or the interests of Raleigh America or Raleigh
Cycle Ltd.; and

(b) Ongoing advice and consultation on an as-needed and as-available basis.

6. Non-Competition. Following the Effective Date hereof and continuing for one (1) year following Meineke's
termination of service as a director of the Company (the "Restriction Period"), Meineke shall not directly or
indirectly, engage in, become employed by, serve as an agent or consultant to, or become a constituent member,
partner, principal or stockholder (other than a holder of less than 5% of the outstanding voting shares of any
publicly-held company) of any entity (a) which engages directly or indirectly in any business or activity
substantially similar to any business or activity engaged in by the Company or any of its subsidiaries as of the
Effective Date hereof; or (b) which engages directly or indirectly in any business or activity directly competitive
with any business or activity engaged in by the Company or any of its subsidiaries as of the Effective Date hereof.

7. Non-Solicitation of Employees. During the Restriction Period, Meineke shall not, directly or indirectly, for his
own account or for the account of any other person or entity with which he is or shall become associated in any
capacity, (a) solicit for employment, employ or otherwise interfere with the relationship of the Company or any of
its subsidiaries with, any person who, at the time of such solicitation, employment or interference, is employed by
or otherwise engaged to perform services for the Company or any of its subsidiaries, or (b) induce any employee
of the Company or any of its subsidiaries who is a member of management to engage in any activity which
Meineke is prohibited from engaging in under any of Sections 6, 7, 8 or 9 hereof or to terminate such employee's
employment with the Company.
8. Non-Solicitation of Customers. During the Restriction Period, Meineke shall not, directly or indirectly, solicit
or otherwise attempt to establish for himself or any other person or entity any business relationship of a nature
that is competitive with the business or relationship of the Company or any of its subsidiaries with any person or
entity which, on the Effective Date hereof, is a customer, client, vendor, supplier, distributor or other independent
contractor of the Company or any of its subsidiaries.

9. Confidentiality; Non-Disparaging Statements. Meineke shall not, at any time after the Effective Date hereof,
use, publish, disseminate or otherwise disclose, directly or indirectly, any information heretofore acquired,
developed or used by the Company or its subsidiaries relating to its business or the operations, employees or
customers of the Company or its subsidiaries which constitutes proprietary or confidential information of the
Company or its subsidiaries, including without limitation, any information concerning employees, customers,
vendors, suppliers and other independent contractors; statistical data and compilations; financial and business
records; know-how; patents; copyrights; trademarks; trade names; inventions; formulae; methods; processes;
agreements and contracts; manuals or any other documents (collectively, "Confidential Information"), but
excluding any Confidential Information which has become part of common knowledge or understanding or
publicly available in the industry or otherwise in the public domain (other than from disclosure by Meineke in
violation of this Agreement). Meineke shall not make, or cause to be made, any statement, observation or
opinion, or communicate any information (whether oral or written) that in any way disparages the reputation or
business of the Company, or any of its owners, directors, members, officers, employees representatives, or
successors. Neither the Company nor any of its affiliates shall make, or cause to be made, any statement,
observation or opinion, or communicate any information (whether oral or written) that in any way disparages the
reputation or business of Meineke.

10. Remedies.

(a) Of the Company. Meineke acknowledges and agrees that the covenants and obligations of Meineke with
respect to confidentiality and non-disparagement set forth in this Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the
Company irreparable injury for which adequate remedies are not available at law. Therefore, Meineke agrees
that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the
requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain
Meineke from committing any violation of the covenants and obligations set forth in Sections 6, 7, 8 or 9. These
injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have at law
or in equity.

(b) Of Meineke and Meineke. The Company acknowledges and agrees that the covenants and obligations of the
Company with respect to non-disparagement set forth in this Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause
Meineke irreparable injury for which adequate remedies are not available at law. Therefore, the Company agrees
that Meineke shall be entitled to an injunction, restraining order or such other equitable relief (without the
requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the
Company from committing any violation of the covenants and obligations set forth in Section
9. These injunctive remedies are cumulative and in addition to any other rights and remedies Meineke may have
at law or in equity.

11. Mutual Releases.

(a) Definitions. As used herein, "Representative" means, with respect to each party hereto, any constituent
partner, constituent member, shareholder, owner, manager, director, officer, trustee, trustor, beneficiary, heir,
devisee, affiliate, successor, predecessor, employee, agent, attorney or representative of such party, excluding the
other parties hereto. As used herein, "Claim" means any
claim, demand, assertion, legal proceeding, cause of action, loss, penalty, fine, forfeiture, judgment, legal or other
fee, court or other cost, liability, damage, or expense, whether any of the above are known or unknown, legal or
equitable, fixed or contingent, or liquidated or unliquidated.

(b) Release by the Company. Except for the obligations arising under this Agreement, the Company does hereby
for itself and its Representatives release and absolutely and forever discharge Meineke of and from any and all
Claims which the Company ever had or may now have or may hereafter have against Meineke or his
Representatives, or any of them, arising out of, related to, or in connection with the Employment Agreement.

(c) Release by Meineke. Except for the obligations arising under this Agreement and the related documents
identified herein, Meineke does hereby for himself and his Representatives release and absolutely and forever
discharge the Company and its Representatives of and from any and all Claims which Meineke ever had or may
now have or may hereafter have against the Company or its Representatives or any of them, arising out of,
related to, or in connection with the Employment Agreement.

(d) Waiver of Civil Code Section 1542. Each of the parties hereby acknowledges the provisions of Section 1542
of the Civil Code of the State of California, which provide as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially affected his settlement with the
debtor."

EACH SUCH PARTY DOES HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND
BENEFITS WHICH IT HAS OR MAY HAVE OR HAD UNDER SAID SECTION. EACH SUCH PARTY
ACKNOWLEDGES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER FACTS
DIFFERENT FROM OR IN ADDITION TO THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE
WITH RESPECT TO THE CLAIMS HEREIN RELEASED, AND SUCH PARTY AGREES THAT THIS
RELEASE SHALL BE AND REMAIN IN EFFECT IN ALL RESPECTS AS A COMPLETE AND
GENERAL RELEASE AS TO THE MATTERS TO BE RELEASED, NOTWITHSTANDING ANY SUCH
DIFFERENT OR ADDITIONAL FACTS.

12. General Provisions.

(a) Attorneys Fees. If any party commences any mediation, arbitration, administrative proceeding or judicial
proceeding (each, a "Proceeding") to enforce or interpret any term, condition or other provision of this
Agreement, then the prevailing party in such Proceeding shall be entitled to recover reasonable attorneys fees,
expert witness fees, accounting fees and related costs incurred by such prevailing party in such Proceeding, in
addition to any other relief to which such prevailing party may be entitled.

(b) Notices. Any notice, offer, or other communication required or desired to be given in writing shall be deemed
given (or received) by a party
(i) upon delivery, if hand delivered (including delivery by overnight courier service), (ii) at the expiration of three
(3) days from the date of deposit in the United States mails as registered or certified matter, postage prepaid,
addressed to the party entitled to receive such notice, offer or other communication, at the address set forth
opposite the party's signature hereto, or (iii) if given by facsimile (telecopy) transmission, when such facsimile
(telecopy) is transmitted to the facsimile number that such party shall have provided to the other party and receipt
thereof is acknowledged by the recipient in writing or by return facsimile (telecopy) transmission.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to any principle or doctrine regarding conflicts of laws.

(d) No Waiver. A waiver by any party of a breach of any covenant, condition, restriction or agreement under this
Agreement made or to be performed by any other party shall not be construed as a waiver of such breach by any
other party or as a waiver of any succeeding breach of the same covenant, agreement, restriction or condition or
as a waiver of any breach of any other covenant, agreement, restriction or condition under this Agreement.

(e) Modifications. No alteration, change or modification of or to this Agreement shall be effective unless it is
made in writing and signed on behalf of each party to be charged.

(f) Entire Agreement. This Agreement and the related documents identified herein contains the entire
understanding between the parties relating to the transactions contemplated by this Agreement, and all prior
agreements, understandings, representations and statements relating to the transactions contemplated herein are
superseded by this Agreement and shall be of no further force or effect.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same document.

(h) Further Assurances. Each party shall sign any other and further documents and instruments and shall take any
other and further actions as might be necessary or proper in order to accomplish the intent and purposes of this
Agreement.

(i) Severability. In the event that any one or more provisions of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remainder hereof shall not in any way be affected
or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement is held to be
excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible with applicable law.

IN WITNESS WHEREOF, the parties have executed, delivered and entered into this Agreement as of the
Effective Date hereof.

                                                   "MEINEKE"

Address:

                                                          /s/ Steve Meineke
                                                          ----------------------------------------
          3 White Cliff                               STEVE MEINEKE, an individual
          Laguna Beach, California 92677




[signatures continue on next page]
                                          "COMPANY"

                                       RAPIDTRON, INC.,
                                       a Nevada corporation

Address:

           3151 Airway Avenue                  By:        /s/ John Creel
                                                  ------------------------------------
           Costa Mesa, California 92626-4627           John Creel, President
           Attn: President




                                      RAPIDTRON, INC.,
                                      a Delaware corporation

Address:

           3151 Airway Avenue                  By:        /s/ John Creel
                                                  ------------------------------------
           Costa Mesa, California 92626-4627           John Creel, President
           Attn: President
DIRECTOR SERVICE AND INDEMNIFICATION AGREEMENT

                                                    (Meineke)

This Director Service and Indemnification Agreement (the "Agreement") is made effective as of March 1, 2004
(the "Effective Date") by and between STEVE MEINEKE, an individual ("Meineke"), and RAPIDTRON, INC.,
a Nevada corporation (the "Company"), with reference to the following recitals:

A. Prior to the Effective Date, Meineke served as an officer and director of the Company.

B. Pursuant to that certain Termination Agreement, dated as of the Effective Date, Meineke has agreed to
continue to serve as a director of the Company, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the Termination Agreement, the mutual covenants hereinafter set forth,
and other good and valuable consideration, Meineke and the Company hereby agree as follows:

1. Service. Meineke will continue to serve, at the will of the Company, as director of the Company for so long as
Meineke is duly elected or until Meineke tenders his or her resignation effective no less than thirty (30) days from
notice thereof; provided such service does not conflict or unreasonably interfere with Meineke's duties as
President of Raleigh America or the interests of Raleigh America or Raleigh Cycle Ltd. In furtherance of such
service, Meineke shall attend at least three (3) meetings per year and provide general advice to the Company
upon reasonable request, provided such meeting or advice does not conflict or unreasonably interfere with
Meineke's duties as President of Raleigh America or the interests of Raleigh America or Raleigh Cycle Ltd.

2. Indemnification.

(a) Third Party Actions. The Company hereby indemnifies Meineke in the event that Meineke is a party, or is
threatened to be made a party, to any proceeding (other than a proceeding by or in the right of the Company to
procure a judgment in the Company's favor) by reason of Meineke's status as a director or agent of the
Company, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if Meineke acted in good faith and in a manner that Meineke reasonably
believed to be in the Company's best interests and, in the case of a criminal proceeding, Meineke had no
reasonable cause to believe Meineke's conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create any
presumption that (a) Meineke did not act in good faith or in a manner which Meineke reasonably believed to be
in the Company's best interests or (b) Meineke had no reasonable cause to believe that Meineke's conduct was
unlawful.

(b) Actions By the Company. The Company hereby indemnifies Meineke in the event that Meineke was or is a
party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of
the Company to procure a judgment in the Company's favor by reason of Meineke's status as a director or agent
of the Company, against expenses actually and reasonably incurred by Meineke in connection with the defense or
settlement of that action, if Meineke acted in good faith and in a manner Meineke believed to be in the best
interests of the Company and the Company's shareholders. No indemnification shall be made under this Section 2
(b) with respect to any claim, issue, or matter on which Meineke has been adjudged to be liable to the Company
in the performance of Meineke's duty to the Company and/ or the Company's shareholders, unless and only to
the extent that the court in which such proceeding is or was pending shall determine on application that, in view of
all the circumstances of the case, Meineke is fairly and reasonably entitled to indemnity for expenses and then
only to the extent that the court shall determine.
(c) Successful Defense By Meineke. To the extent that Meineke has been successful on the merits in defense of
any proceeding referred to in Sections 2(a) or 2(b), or in defense of any claim, issue, or matter therein, the
Company shall indemnify Meineke against expenses actually and reasonably incurred by Meineke in connection
therewith.

(d) Required Approval. Except for the indemnifications expressly authorized by Sections 2(a), 2(b) or 2(c), any
indemnification of Meineke by the Company shall be made only if authorized in the specific case, after a
determination that indemnification of Meineke is proper in the circumstances by one of the following:

(i) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(ii) Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a
proceeding is not available;

(iii) Either (A) the affirmative vote of a majority of shares in the Company entitled to vote represented at a duly
held meeting at which a quorum is present; or (B) the written consent of holders of a majority of the outstanding
shares entitled to vote; provided however that for purposes of this
Section 2(d)(iii), the shares owned by Meineke shall not be considered outstanding or entitled to vote thereon);
or

(iv) The court in which the proceeding is or was pending, on application made by the Company, Meineke or any
attorney or other person rendering services in connection with the defense, whether or not such application is
opposed by the Company.

(e) Advances. Expenses incurred in defending any proceeding shall be advanced by the Company before the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of Meineke to repay such amounts
if it shall be determined ultimately that Meineke is not entitled to be indemnified as authorized in this Section 2.

(f) Other Contractual Rights. The indemnification provided by this Section 2 shall be deemed cumulative, and not
exclusive, of any other rights to which Meineke 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
Meineke may be entitled by contract or otherwise.

(g) Limitations. No indemnification or advance shall be made under this Section 2, except as provided in Sections
2(d)(iii) or 2(d)(iv), in any circumstance if it appears that it would be inconsistent with (i) an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification; or (ii) any condition expressly
imposed by a court in approving settlement.

(h) Insurance. The Company shall purchase and maintain insurance on behalf of Meineke insuring against any
liability asserted against or incurred by Meineke in that capacity or arising out of Meineke's status as such to the
fullest extent permitted by law, whether or not the Company has the power to indemnify Meineke against that
liability under the provisions of this Section 2.

(i) Survival. The rights provided by this Section 2 shall survive the expiration or earlier termination of this
Agreement pursuant hereto and shall inure to the benefit of Meineke' heirs, executors, and administrators.
(j) Amendment. Any amendment, repeal, or modification of the Company's articles or bylaws shall not adversely
affect Meineke's right or protection existing at the time of such amendment, repeal, or modification.

(k) Settlements. The Company shall not be liable to indemnify Meineke under this Section 2 for (i) any amounts
paid in settlement of any action or claim effected without the Company's written consent, which consent shall not
be unreasonably withheld, or (ii) any judicial award, if the Company was not given a reasonable and timely
opportunity to participate, at the Company's expense, in the defense of such action.

(l) Subrogation. In the event of payment under this Section 2, the Company shall be subrogated to the extent of
such payment to all Meineke's rights of recovery; and Meineke shall execute all papers required and shall do
everything necessary or appropriate to secure such rights, including the execution of any documents necessary or
appropriate to the Company effectively bringing suit to enforce such rights.

(m) No Duplication of Payments. The Company shall not be liable under this Section 2 to make any payment in
connection with any claim made against Meineke to the extent Meineke has otherwise actually received payment,
whether under a policy of insurance, agreement, vote, or otherwise, of any amount which is otherwise subject to
indemnification under this Section 2.

(n) Proceedings and Expenses. For the purposes of this Section 2, "proceeding" means any threatened, pending,
or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses"
includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under this
Section 2.

(o) Reliance as Safe Harbor. For purposes of any determination of good faith, Meineke shall be deemed to have
acted in good faith if Meineke's action is based on the records or books of account of the Company, including
financial statements, or on information supplied to Meineke by the officers of the Company in the course of their
duties, or on the advice of legal counsel for the Company or on information or records given or reports made to
the Company by an independent certified public accountant or by an appraiser or other expert selected with the
reasonable care by the Company. The provisions of this
Section 2(o) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the
Meineke may be deemed to have met the applicable standard of conduct set forth in this Agreement.

3. Expenses. The Company shall reimburse Meineke for the reasonable expenses incurred in connection with
Meineke's service to the Company, including reasonable travel, lodging and meal expenses incurred in connection
with attending any meeting of the board of directors.

4. Miscellaneous. 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). 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. This Agreement, together with the Termination Agreement, constitutes the entire agreement of
the parties hereto with respect to Meineke's service as director of the Company from and after the Effective Date
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. The parties agree that 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. 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. 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. 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.

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 Nevada corporation

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




"Meineke"

                               /s/ Steve Meinke
                               ----------------------------------------------
                               STEVE MEINEKE, an individual
UNIT PURCHASE AGREEMENT

                                             RAPIDTRON, INC.

THIS AGREEMENT is made effective as of the 1st day of April, 2004 (the "EFFECTIVE DATE") by and
among:

RAPIDTRON, INC., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626 (the
"COMPANY"); and

GENERATION CAPITAL ASSOCIATES, a New York limited partnership, 1085 Riverside Trace, Atlanta,
GA 30328 (the "INVESTOR")

The Company and the Investor are collectively referred to as the "PARTIES."

WHEREAS:

A. The Company is offering to sell to the Investor units (the "UNITS") at $1.25 per Unit, and each Unit consists
of one share of the Company's common stock (a "COMMON SHARE") with a par value of $0.001 and one
non-transferable share purchase warrant (a "WARRANT"). Each Warrant will entitle the Investor to subscribe
for one additional Common Share at a price of $1.46 per share at any time up to 5:00 p.m. local time in Costa
Mesa, California on the fifth anniversary of the date of issuance. The Units, the Common Shares, and the
Warrants are referred to in this Agreement as the "SECURITIES." All dollar amounts set forth in this Agreement
are in United States dollars.

B. The Investor agrees to purchase 160,00 Units subject to the terms and conditions set forth in this Agreement.

C. The Company is offering the Securities only to qualified investors who satisfy the criteria for "ACCREDITED
INVESTORS" as defined under Rule 501(a) of the Securities Act of 1933, as amended (the "SECURITIES
ACT"). The Company is offering the Securities pursuant to an exemption from registration promulgated under
Rule 506 of Regulation D of the Securities Act.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and
agreements herein contained, the receipt of which is acknowledged, the Parties covenant and agree with each
other as follows:

1. SUBSCRIPTION

1.1 Subscription. Subject to the terms and subject to the conditions of this Agreement, the Investor agrees to
purchase 160,000 Units at the Purchase Price (as such term is defined in Section 1.3) at the Closing (as defined
in Section 1.2 herein).

          1.2   Security Offered. Each Unit shall consists of one Common Share and one
                -----------------
                non-transferable Warrant. Each Warrant will entitle the Investor to
                subscribe for one additional Common Share at




                                                       -1-
a price of $1.46 per share at any time up to 5:00 p.m. local time in Costa Mesa, California on the fifth
anniversary of the date of issuance. The Warrants will be evidenced by a Warrant Certificate, in the form
attached as Schedule B to be issued to the Investor on the date of the Closing ( the

                                              "CLOSING DATE").

1.3 Purchase Price. On the Closing Date, the Investor shall pay to the Company the Purchase Price of Units by
wire transfer to Rapidtron, Inc. (pursuant to the wire transfer instructions provided in advance of such Closing
Date).The "Purchase Price" of each Unit shall be $1.25 per Unit.

1.4 Delivery of Certificates. Promptly upon receipt of the Purchase Price at the Closing, the Company shall
deliver to the Investor certificates representing the number of Common Shares and Warrants underlying the Units
purchased, registered in the name of the Investor. The Investor agrees to execute and deliver such other
documents as may be reasonably requested by the Company in connection with the certificate delivery.

1.5 Reserved.

1.6 By signing this Agreement, the Investor acknowledges that the Company is relying on the accuracy and
completeness of the representations contained in this Agreement in complying with its obligations under applicable
securities laws.

2. CLOSING, CLOSING CONDITIONS AND DELIVERIES

2.1 The Closing of the transaction contemplated by Section 1.1 shall take place at the offices of the Company, on
the Effective Date or at such other place or different time or day as may be mutually acceptable to the Investor
and the Company.

2.2 The Closing of the transaction contemplated by Section 1.1 is subject to the fulfillment of the following
conditions (the " CLOSING CONDITIONS") which are for the benefit of the Investor:

(a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations,
policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules
and guidelines of any stock exchange on which the Common Shares are listed, shall have been obtained and,
where applicable, executed by or on behalf of the Investor;

(b) the Company's board of directors shall have authorized and approved the execution and delivery of this
Agreement, the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the
allotment and issuance of the Warrants, and the allotment and issuance of the Common Shares acquired upon
exercise of the Warrants (the "WARRANT SHARES");

(c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of
the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting
without personal liability) to that effect to the Investors;

(d) no action or proceeding at law or in equity shall be pending or threatened by any person, including any
government, governmental authority, regulatory body or agency to enjoin,

                                                        -2-
restrict or prohibit the purchase and issuance of the Securities or the transactions contemplated hereby;

(e) the Company shall have delivered a copy of resolutions of the Board of Directors of the Company certified by
the secretary of the Company authorizing and approving the execution, delivery and performance of this
Agreement;

2.3 Reserved.

2.4 The Closing Conditions may be waived in writing in whole or in part by the Investor before Closing upon
such terms as it may consider appropriate.

3. INVESTOR REPRESENTATIONS, WARRANTIES, AND COVENANTS

3.1 The Investor makes the following representations and warranties to the Company.

(a) The Investor is purchasing the Units, consisting of the Common Shares and the Warrants, for its own account
for investment purposes only and not with a view to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Common Shares issued in connection with the purchase of the
Units, or upon exercise of the Warrants; provided, however, that the Purchaser may sell or otherwise dispose of
any of the Common Shares pursuant to registration thereof under the Securities Act and any applicable state
securities laws or under an exemption from such registration requirements.

(b) The Investor recognizes that investment in the Securities involves substantial risks and has taken full
cognizance of and understands all of the risks related to the purchase of the Securities, including without limitation
those set forth under the caption "Risk Factors" in the Company's reports on Form 10-KSB, 10-QSB and 8-K
and the Registration Statement on Form SB-2 filed on February 5, 2004, in substantially the form made available
to the Investor (collectively, the "SEC REPORTS") filed with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT") and the Securities Act.

(c) In making its decision to invest in the Units, the Investor has carefully reviewed and is familiar with the
Company's SEC Reports, and the Investor has relied on the information contained therein and the documents and
materials delivered therewith, and on the Investor's own independent investigations and/or those of the Investor's
own professional tax and other advisors. The Investor and the Investor's advisors (including the Investor's
representative, if any) have been given the opportunity to obtain information and to examine all documents relating
to the Company, and to ask questions of and to receive answers from the officers of the Company concerning the
Company, the officers and directors, and the terms and conditions of this investment, and to obtain any additional
information, to the extent the Company possesses that information or could acquire it without unreasonable effort
or expense, to verify the accuracy of any information previously furnished. All questions have been answered to
the full satisfaction of the Investor, and all information and documents, records and books pertaining to this
investment that the Investor has requested have been made available to the Investor.

                                                         -3-
(d) The Investor believes that it, either alone or with the assistance of its advisor(s) (including the Investor's
representative, if any), has such knowledge and experience in financial and business matters that the Investor is
capable of reading and interpreting disclosure materials, such as the SEC Reports and the Company's financial
statements, and of evaluating the merits and risks of the prospective investment in the Securities. The Investor has
obtained sufficient information to evaluate the merits and risks of an investment in the Company and has the net
worth to undertake those risks.

(e) The Investor has obtained, to the extent the Investor deems necessary, the Investor's own personal,
professional advice with respect to the risks inherent in the investment in the Company and the suitability of the
investment in the Securities in light of the Investor's financial condition and investment needs.

(f) The Investor believes that investment in the Securities is suitable for the Investor based on the Investor's
investment objectives and financial needs, and the Investor has adequate means for providing for the Investor's
current financial needs and personal contingencies and has no need for liquidity of investment with respect to the
Securities.

(g) The Investor is able to (i) hold the Common Shares and, if the Warrants are exercised, the Common Shares
underlying the Warrants, for an indefinite period of time, (ii) bear the economic risk of the Investor's investment,
and (iii) withstand a complete loss of the investment.

(h) The Investor has not purchased the Securities as a result of any form of general solicitation or general
advertising, including advertisements, articles, notices, or other communications published in any newspaper,
magazine, or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising.

(i) The Investor:

(i) acknowledges that the Units, consisting of the Common Shares and the Warrants, have not been registered
under the Securities Act, and the Investor undertakes and agrees that it will not offer or sell the Common Shares
unless the Common Shares are registered under the Securities Act and the securities laws of all applicable states
of the United States, or such Common Shares are sold pursuant to an available exemption from such registration
requirements;

(ii) represents that it is an "ACCREDITED INVESTOR" as such term is defined under Rule 501(a) of Regulation
D of the Securities Act, by satisfying one or more of the criteria set forth on Schedule F, attached hereto;

(iii) The Investor understands that the Common Shares issuable upon purchase of the Units and the Common
Shares issuable on the exercise of the Warrants are "restricted securities," as such term is defined under Rule 144
of the Securities Act, and may not be offered, sold, transferred, pledged, or hypothecated to any person in the
absence of registration under the Securities Act or an opinion of counsel satisfactory to the Company that
registration is not required. Even if an

                                                         -4-
exemption is available, the assignability and transfer of the Securities is subject to limitations imposed by this
Agreement.

(iv) The Investor further understands that a legend in substantially the following form will be placed on all
documents evidencing the Common Shares and the Common Shares issuable upon exercise of the Warrants and
that similar notations may be made on the Company records as a means of preventing the disposition of the
Common Shares other than in accordance with this Agreement and applicable law:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as
amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged,
hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT
and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule
144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an
opinion of counsel, reasonably satisfactory to counsel to the issuer, that registration is not required or an
exemption from registration under the ACT and applicable state law is available and such transfer is made in
accordance with Rule 144.

(vi) If a partnership, trust, corporation, or other entity: (i) the Investor has the power and authority to sign and
comply with the terms of this Agreement and the person signing this Agreement on its behalf has the necessary
power to do so;
(ii) the Investor's principal place of business and principal office are located within the jurisdiction set forth in its
address below.

(vii) The Investor understands and agrees that there may be material tax consequences to the Investor of an
acquisition or disposition of the Securities. The Company gives no opinion and makes no representation with
respect to the tax consequences to the Investor under United States, state, local or foreign tax law of the
Investor's acquisition or disposition of the Securities.

(vii) The Investor confirms that neither the officers of the Company nor any of its affiliates or agents have made
any representations or warranties or statements, except as explicitly set forth in this Agreement, concerning the
Investor's investment in the Units, including but not limited to any representations or warranties concerning tax
consequences that may arise in connection with the Investor's investment in the Securities or the anticipated
financial results of the operations of the Company.

(viii) The Investor acknowledges that in making its decision to invest in the Securities, it is not relying on any other
person, firm or company.

(j) No person, firm or corporation has or will have, as a result of an act or mission of the Investor, any right,
interest or valid claim against the company or the Investor for any commission, fee for other compensation as a
finder or broker in connection with the transactions contemplated by this agreement. The Investor will indemnify
and hold the company harmless against any and all liability with respect to any such commission, fee

                                                            -5-
or other compensation which may be payable or determined to be payable in connection with the transactions
contemplated by this agreement.

3.2 The Investor agrees as follows:

(a) If the Investor decides to offer, sell or otherwise transfer any of the Common Shares or Warrants, it will not
offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(i) the sale is to the Company or in a transaction that is registered under the Securities Act and in accordance with
any applicable state securities or "Blue Sky" laws;

(ii) the sale is made in compliance with the exemption from the registration requirements under the Securities Act
and in accordance with Rule 144 thereunder, if applicable, and in accordance with any applicable state securities
or "Blue Sky" laws; or

(iii) the securities are sold in a transaction that does not require registration under the Securities Act or any
applicable U.S. state laws and regulations governing the offer and sale of securities; and

(iv) with respect to subparagraphs (ii) and (iii) hereof, it has prior to such sale furnished to the Company an
opinion of counsel reasonably satisfactory to the Company.

3.3 Investor acknowledges and agrees as follows:

(a) the Warrants are non-transferrable, except as otherwise required by law; provided however, the holder of the
Warrants may transfer the Warrant to a family trust, family member or corporation controlled by the shareholder,
or if a corporation, its shareholders.

(b) the Investor acknowledges that any person who exercises a Warrant will be required to provide to the
Company either:

(i) a representation that the Warrant is being exercised by the original purchaser of the Units and the
representations and warranties made in connection with such purchase remain true and correct as of the date of
the exercise; or

(ii) a written opinion of counsel or other evidence satisfactory to the Company to the effect that the Warrants and
the Warrant Shares have been registered under the Securities Act and applicable state securities laws or are
exempt from registration thereunder.

4. COMPANY REPRESENTATIONS, WARRANTIES, AND COVENANTS

4.1 In order to induce the Investor to enter into this Agreement and to purchase the number of Units set forth
after its name on Schedule A, the Company hereby represents and warrants to the Investor, except as disclosed
in the attached Company Disclosure Schedule, that:

                                                          -6-
(a) Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of Nevada, and has the requisite corporate power and authority to own its
properties and to carry on its business in all material respects as it is now being conducted. The Company has the
requisite corporate power and authority to issue the Securities and to otherwise perform its obligations under this
agreement.

(b) Governing Instruments. The Company has filed in its SEC Reports true, accurate and correct copies of the
articles of incorporation and bylaws of the Company and such articles of incorporation and bylaws are the duly
and legally adopted articles of incorporation and bylaws of the Company in effect as of the date of this
Agreement.

(c) Subsidiaries, etc. Except as otherwise described in its SEC Reports, the Company does not have any direct
or indirect ownership interest in any corporation, partnership, joint venture, association or other business
enterprise. If any entity is described in the Company's SEC Reports and the Company owns a controlling interest
in such entity, each of the representations and warranties set forth in this article 4.1 are being hereby restated with
respect to such entity (modified as appropriate to the nature of such entity).

(d) Qualification. The Company is duly qualified, licensed or domesticated as a foreign corporation in good
standing in each jurisdiction wherein the nature of its activities or the properties owned or leased by it makes such
qualification, licensing or domestication necessary and in which failure to so qualify or be licensed or
domesticated would have a material adverse impact upon its business.

(e) Financial Statements. The Company's most recent financial statements contained in the Company's SEC
Reports (i) are in accordance with the books and records of the Company, (ii) present fairly the financial
condition of the Company at the balance sheets dates and the results of its operations for the periods therein
specified, and (iii) have, in all material respects, been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior accounting periods. Without limiting the generality of the
foregoing, the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature
(whether absolute, accrued or contingent and whether due or to become due) as of the date of the Company's
most recent financial statements contained in the Company's SEC Reports, which, individually or in the aggregate,
are material and which in accordance with generally accepted accounting principles would be required to be
disclosed in such balance sheets, and includes appropriate reserves for all taxes and other liabilities accrued as of
such dates but not yet payable.

(f) Tax Returns and Audits. All required federal, state and local tax returns or appropriate extension requests of
the Company have been filed, and all federal, state and local taxes required to be paid with respect to such
returns have been paid or provision for the payment thereof has been made. The Company is not delinquent in
the payment of any such tax or in the payment of any assessment or governmental charge. The Company has not
received notice of any tax deficiency proposed or assessed against it, and it has not executed any waiver of any
statute of limitations on the assessment or collection of any tax. None of the Company's tax returns have been
audited by governmental authorities in a manner to bring such audits to the Company's attention. The Company
does not

                                                         -7-
have any tax liabilities except those incurred in the ordinary course of business since January 1, 2003.

(g) Changes, Dividends, Etc. Except for the transactions contemplated by this Agreement, since the date of the
Company's most recent financial statements contained in the Company's SEC Reports , the Company has not: (i)
incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due,
except current liabilities incurred in the ordinary course of business which will not materially and adversely affect
the business, properties or prospects of the Company; (ii) paid any obligation or liability other than, or discharged
or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary
course of business; (iii) declared or made any payment to or distribution to its shareholders as such, or purchased
or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected
to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the
ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of
business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially
and adversely affecting the properties, business or prospects of the Company; (vii) entered into any transaction
other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing
activities; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants, or
other purchase rights with respect thereto other than pursuant to this agreement; (x) made any acquisition or
disposition of any material assets or became involved in any other material transaction, other than for fair value in
the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its
directors or employees, or made any bonus payment or similar arrangement with any of its directors or
employees or increased the scope or nature of any fringe benefits provided for its directors or employees; or (xii)
agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the
financial condition, operations, results of operations or business of the Company since the date of the Company's
most recent financial statements contained in the Company's SEC Reports.

(h) Title to Properties and Encumbrances. The Company has good and marketable title to all of its properties and
assets, including without limitation the properties and assets reflected on Company's most recent financial
statements contained in the Company's SEC Reports and the properties and assets used in the conduct of its
business, except for property disposed of in the ordinary course of business since the date of the Company's
most recent financial statements contained in the Company's SEC Reports, which properties and assets are not
subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a) those
which are shown and described on the Company Disclosure Schedule or the notes to the financial statements
attached to the Company's latest SEC Reports, (b) liens for taxes and assessments or governmental charges or
levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by
appropriate proceedings, or (c) those which do not materially affect the value of or interfere with the use made of
such properties and assets.

(i) Conditions of Properties. The plant, offices and equipment of the Company have been kept in good condition
and repair in the ordinary course of business.

                                                        -8-
(j) Litigation; Governmental Proceedings. There are no legal actions, suits, arbitrations or other legal,
administrative or governmental proceedings or, to the knowledge of the Company, threatened against the
Company, or its properties or business, and the Company is not aware of any pending investigations or facts
which are likely to result in or form the basis for any such action, suit or other proceeding. The Company is not in
default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality.
The Company has not been threatened with any action or proceeding under any business or zoning ordinance,
law or regulation.

(k) Compliance With Applicable Laws and Other Instruments. To the best of the Company's knowledge, the
business and operations of the Company have been and are being conducted in all material respects in
accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution
nor delivery of, nor the performance of or compliance with, this agreement nor the consummation of the
transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach
of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property
of the Company pursuant to, any agreement or other instrument to which the Company is a party or by which it
or any of its properties, assets or rights is bound or affected, and will not violate the articles of incorporation or
bylaws of the Company. The Company is not in violation of its articles of incorporation or bylaws nor in material
violation of, or in material default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment
or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it
from entering into or performing its obligations under this agreement.

(l) Units, Warrants and Common Shares. The Units and the underlying Common Shares, when issued and paid
for pursuant to the terms of this Agreement or upon the exercise of the Warrants, will be duly authorized, validly
issued and outstanding, fully paid, nonassessable shares and shall be free and clear of all pledges, liens,
encumbrances and restrictions created by the Company. The Warrants, when issued pursuant to the terms of this
agreement will be binding obligations of the Company in accordance with their terms. The Common Shares have
been reserved for issuance and when issued upon exercise of the Warrants will be duly authorized, validly issued
and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions.

(m) Securities Laws. Based in part upon the representations of the Investor in Section 3, no consent,
authorization, approval, permit or order of or filing with any governmental or regulatory authority is required
under current laws and regulations in connection with the execution and delivery of this agreement or the offer,
issuance, sale or delivery of the Securities, other than the qualification thereof, if required, under applicable state
securities laws, which qualification has been or will be effected as a condition of these sales except applicable
notices of exemption, such as a Form D. The Company has not, directly or through an agent, offered the
Securities or any similar securities for sale to, or solicited any offers to acquire such securities from, persons other
than the Investors and other accredited investors, except prior to the date of this Agreement, which offers have or
will be terminated prior to the Closing Date. To the best of the Company's knowledge, under the circumstances
contemplated by this agreement and assuming the accuracy of the representations of the Investor in article 3, the
offer, issuance, sale and

                                                          -9-
delivery of the Securities will not, under current laws and regulations, require compliance with the prospectus
delivery or registration requirements of the federal Securities Act.

(n) Patents and Other Intangible Rights. To the best of the Company's knowledge, the Company (a) owns or has
the exclusive right to use, free and clear of all material liens, claims and restrictions, all patents, trademarks,
service marks, trade names, copyrights, licenses and rights with respect to the foregoing, used in the conduct of
its business as now conducted without infringing upon or otherwise acting adversely to the right or claimed right of
any person under or with respect to any of the foregoing, (b) is not obligated or under any liability whatsoever to
make any payments of a material nature by way of royalties, fees or otherwise to any owner of, licensor of, or
other claimant to, any patent, trademark, trade name, copyright or other intangible asset, with respect to the use
thereof or in connection with the conduct of its business or otherwise, (c) owns or has the unrestricted right to use
all trade secrets, including know-how, customer lists, inventions, designs, processes, computer programs and
technical data necessary to develop operation and sale of all products and services sold or proposed to be sold
by it, free and clear of any rights, liens, or claims of others, and (d) is not using any confidential information or
trade secrets of others.

(o) Capital Stock. The authorized capital stock of the Company consists of 100,000,000 common shares,
$0.001 par value, of which 20,372,848 shares are issued and outstanding as of the Effective Date, and
5,000,0000 shares of preferred stock, $0.001 par value, of which no shares are issued and outstanding. All of
the outstanding shares of the Company were duly authorized and validly issued and are fully paid and
nonassessable. There are no outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, convertible securities or other agreements or arrangements of any character or nature whatever,
other than this Agreement, under which the Company is obligated to issue any securities of any kind representing
an ownership interest in the Company. Neither the offer nor the issuance or sale of the Units, the Common
Shares or the Warrants constitutes an event, under any anti-dilution provisions of any securities issued or issuable
by the Company or any agreements with respect to the issuance of securities by the Company, which will either
increase the number of shares issuable pursuant to such provisions or decrease the consideration per share to be
received by the Company pursuant to such provisions. No holder of any security of the Company is entitled to
any pre-emptive or similar rights to purchase any securities of the Company from the Company; provided,
however, that nothing in this section 4.1(o) shall affect, alter or diminish any right granted to the Investor in this
Agreement.

(p) All securities issued by the Company after May 8, 2003, have been issued in full compliance with an
exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and
from the registration and qualification requirements of all applicable state securities laws.

(q) Outstanding Debt. The Company does not have any material indebtedness incurred as the result of a direct
borrowing of money, including, but not limited to, indebtedness with respect to trade accounts, except as set forth
in the Company's most recent financial statements contained in the Company's SEC Reports or the notes thereto.
The Company is not in default in the payment of the principal of or interest or premium on any such indebtedness,
and no event has occurred or is continuing under the provisions of any

                                                        -10-
instrument, document or agreement evidencing or relating to any such indebtedness which with the lapse of time
or the giving of notice, or both, would constitute an event of default thereunder.

(r) Assets and Contracts. The Company has filed all material agreements required to be filed or submitted with its
SEC Reports under the rules and regulations of the SEC. The Company has in all material respects substantially
performed all obligations required to be performed by it to date and is not in default in any material respect under
any of the contracts, agreements, leases, documents, commitments or other arrangements to which it is a party or
by which it is otherwise bound. All instruments material to the Company's business or otherwise described in this
section are in effect and enforceable according to their respective terms, and there is not under any of such
instruments any existing material default or event of default or event which, with notice or lapse of time or both,
would constitute an event of default thereunder. All parties having material contractual arrangements with the
Company are in substantial compliance therewith and none are in material default in any respect thereunder.

(s) Corporate Acts and Proceedings. This Agreement has been duly authorized by all necessary corporate action
on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a
valid and binding agreement on the part of the Company that is enforceable against the Company in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial
limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate
action necessary to the authorization, creation, reservation, issuance and delivery of the Units, Common Shares,
the Warrants and the Common Shares acquirable upon exercise of the Warrants has been taken by the
Company, or will be taken by the Company on or prior to the Closing Date.

(t) Accounts Receivable. To the extent that they exceed the reserves for doubtful accounts set forth in the most
recent financial statements contained in the Company's SEC Reports, the accounts receivable which are reflected
in such financial statements and all accounts receivable of the Company which have arisen since the latest date of
the balance sheet contained in such financial statements (except such accounts receivable as have been collected)
are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts
were sold and delivered in conformity with the applicable purchase orders, agreements and specifications. To the
best of the Company's knowledge, such accounts receivable are subject to no valid defense or offsets except
routine customer complaints or warranty demands of an immaterial nature. The reserve for doubtful accounts that
is included in the most recent financial statements contained in the Company's SEC Reports is adequate.

(u) Inventories. The inventories of the Company which are reflected in the most recent financial statements
contained in the Company's SEC Reports and all inventory items which have been acquired since the latest date
of the balance sheet contained in such financial statements consist of raw materials, supplies, work-in-process
and finished goods of such quality and quantities as are currently usable or salable in the ordinary course of its
business.

                                                       -11-
(v) Purchase Commitments and Outstanding Bids. No material purchase commitment of the Company is in
excess of normal, ordinary and usual requirements of its business, or was made at any price in excess of the then
current market price, or contains terms and conditions more onerous than those usual and customary in the
industry.

(w) There is no outstanding material bid, sales proposal, contract or unfilled order of the Company which (a) will,
or could if accepted, require the Company to supply goods or services at a cost to the Company in excess of the
revenues to be received therefrom, or (b) quotes prices which do not include a mark-up over reasonably
estimated costs consistent with past mark-ups on similar business or market conditions current at the time.

(x) Insurance Coverage. There are in full force policies of insurance issued by insurers of recognized responsibility
insuring the Company and its properties and business against such losses and risks, and in such amounts, as in the
Company's best judgment, after advice from its insurance broker, are acceptable for the nature and extent of
such business and its resources.

(y) No Brokers or Finders. No person, firm or corporation has or will have, as a result of any act or omission of
the Company, any right, interest or valid claim against the Company or the Investor for any commission, fee or
other compensation as a finder or broker in connection with the transactions contemplated by this Agreement.
The Company will indemnify and hold the Investor harmless against any and all liability with respect to any such
commission, fee or other compensation which may be payable or determined to be payable in connection with
the transactions contemplated by this Agreement.

(z) Conflicts of Interest. No officer, director or shareholder of the Company or any affiliate (as such term is
defined in Rule 405 under the Securities Act) of any such person has any direct or indirect interest (a) in any
entity which does business in excess of $10,000 with the Company, (b) in any property, asset or right with a
value in excess of $10,000 which is used by the Company in the conduct of its business, or (c) in any contractual
relationship with the Company other than as an employee, the proceeds of which will exceed $10,000. For the
purpose of this section 4.1(z), there shall be disregarded any interest which arises solely from the ownership of
less than a 5% equity interest in a corporation whose stock is regularly traded on any national securities exchange
or in the over-the-counter market. Notwithstanding the foregoing, the Company makes no representation or
warranty regarding the direct or indirect interests of Hendrick Rethwilm other than those required to have been
disclosed in the Company's SEC Reports.

(aa) Licenses. The Company possesses from the appropriate agency, commission, board and government body
and authority, whether state, local or federal, all licenses, permits, authorizations, approvals, franchises and rights
which are (a) necessary for it to engage in the business currently conducted by it, and (b) if not possessed by the
Company would have an adverse impact on the Company's business. The Company has no knowledge that
would lead it to believe that it will not be able to obtain all licenses, permits, authorizations, approvals, franchises
and rights that may be required for any business the Company proposes to conduct.

                                                          -12-
(bb) Disclosure. The Company has not knowingly withheld from the Investor any material facts known to the
Company and relating to the assets, business, operations, financial condition or prospects of the Company. No
representation or warranty in this Agreement or in any certificate, schedule, statement or other document
furnished or to be furnished to any Investor pursuant hereto or in connection with the transactions contemplated
hereby contains or will contain any untrue statement of a material fact or omits or will omit to state any material
fact required to be stated herein or therein or necessary to make the statements herein or therein not misleading.

(cc) Registration Rights. Other than as contemplated under this Agreement, the Registration Rights Agreement
dated as of November 12, 2003, or as may be registered on Form S-8 pursuant to the 2003 Stock Plan, the
Company is not obligated to register any of its authorized or outstanding securities under the Securities Act, not
otherwise subject to a registration statement previously filed with the SEC.

(dd) Retirement Plans. The Company does not have any retirement plan in which any employees of the Company
participates that is subject to any provisions of the Employee Retirement Income Security Act of 1974 and of the
regulations adopted pursuant thereto ("ERISA").

(ee) Environmental and Safety Laws. The Company has not received any notice that it is in violation of any
applicable statute, law or regulation relating to the environment or occupational health and safety, and to the best
of the Company's knowledge no material expenditures are or will be required in order to comply with any such
existing statute, law or regulation.

(ff) Employees. To the best of the Company's knowledge, no officer of the Company or employee of the
Company (whose annual compensation is in excess of $20,000) has any plans to terminate his or her employment
with the Company. Except for the accrual of salaries disclosed in the Company's Disclosure Statement, the
Company has complied in all material respects with all laws relating to the employment of labor, including
provisions relating to wages, hours, equal opportunity, collective bargaining and payment of Social Security and
other taxes, and the Company has not encountered any material labor difficulties. The Company does not have
any worker's compensation liabilities.

(gg) Absence of Restrictive Agreements. To the best of the Company's knowledge, no employee of the
Company is subject to any secrecy or non-competition agreement or any agreement or restriction of any kind that
would impede in any way the ability of such employee to carry out fully all activities of such employee in
furtherance of the business of the Company. To the best of the Company's knowledge, no employer or former
employer of any employee of the Company has any claim of any kind whatsoever in respect of any of such rights.

4.2 Reserved.

4.3 Reserved.

                                                        -13-
5. GENERAL

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

5.2 This Agreement may not be assigned by either party hereto.

5.3 All notices, requests, consents and other communications required or permitted hereunder shall be in writing
and shall be delivered, or mailed first-class postage prepaid, registered or certified mail, overnight courier, hand
delivery, by facsimile or email, if to the Investor or any holder of Warrants addressed to such holder at its
address as shown on the books of the Company, or at such other address as such holder may specify by written
notice to the Company, or if to the Company at the address set forth above, Attention: President; or at such other
address as the Company may specify by written notice to the Investors; and such notices and other
communications shall for all purposes of this agreement be treated as being effective or having been given if
delivered personally, or, if sent by mail, overnight courier, hand delivery, by facsimile or email, when received.

5.4 All representations and warranties contained herein shall survive the execution and delivery of this agreement,
any investigation at any time made by the Investor or on its behalf, and the sale and purchase of the Units and
payment therefor. All statements contained in any certificate, instrument or other writing delivered by or on behalf
of the Company pursuant to this Agreement or in connection with or in contemplation of the transactions herein
contemplated shall constitute representations and warranties by the Company hereunder.

5.5 This Agreement and the agreements contemplated herein contains the entire understanding of the parties with
respect to the transactions contemplated in this Agreement and the terms of this Agreement expressly replace and
supersede any prior oral or written communication, understanding or agreement among the parties and this
Agreement may be amended only by agreement in writing executed by the parties.

5.6 Each Party acknowledges that it has been advised by the other to seek independent legal and financial
(including tax) advice with respect to this Agreement and that it has not relied on the other party for any advice,
whether legal or otherwise, with respect to this Agreement.

5.7 This Agreement shall be interpreted neutrally and no construction against the drafter shall be permitted.

5.8 It is the intention of the parties hereto that this Agreement and the performance hereunder shall be interpreted
and construed in accordance with and pursuant to the laws of the State of California.

5.9 This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of
which so signed will be deemed to be an original, and all counterparts together will constitute one and the same
instrument. A copy of this Agreement transmitted by facsimile will be treated and relied on for all purposes by any
person as an originally signed copy.

5.10 In the event any legal action is instituted by any party to this Agreement for the purpose of enforcing or
interpreting any provision of this Agreement or any other agreement arising under or

                                                        -14-
relating to this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys'
and expert witness fees and costs.

5.11 If prior to the date which is 24 months from the Closing, the Company shall file a new registration statement
with the SEC, excluding any amendments to or refilings of registration statements currently on file with the SEC,
registering the sale or resale of any of the Company's debt or equity securities, then the Company shall also
include Investor's resale of the Common Shares in such registration statement on the same terms and conditions
as provided to the other selling security holders; provided (a) the Investor will cooperate with the Company in all
respects in connection with the registration, including timely supplying all information reasonably requested by the
Company (which shall include all information regarding the Investor and proposed manner of sale of the Common
Shares required to be disclosed in any registration statement) and executing and returning all documents
reasonably requested in connection with the registration and sale of the Common Shares and entering into and
performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such underwritten offering, and (b) the
Company shall have no obligation to include in such registration statement any Common Shares that are permitted
to be resold to the public without registration under the Securities Act.

                                                         -15-
                            TO BE COMPLETED BY THE INVESTOR

A. REGISTRATION INSTRUCTIONS The name and address of the person in whose name the Securities are
to be registered is as follows

                                       Generation Capital Associates
                                                  Name

                                           1085 Riverside Trace
                                                 Address

                                               Atlanta, GA 30328

                               City,   State       Zip   Code

                               Attn: Frank E. Hart, General Partner
                               -----------------------------------------

                               Telephone: 404 303-8450
                               -------------------------




Fax: 404 255 2218

Tax I.D. # 13-3175117

                               With Copy to:
                               ---------------

                               David A. Rapaport, General Counsel
                               --------------------------------------

                               333 Sandy Springs Circle, Suite 230
                               ----------------------------------------

                               Atlanta, GA 30328
                               -------------------

                               Telephone: 404 25709150
                               -------------------------

                               Fax: 404 257-9125
                               -------------------




Email: drapaport@hcfmgmt.com

B. DELIVERY INSTRUCTIONS. The name and address of the person to whom the certificates representing
the Investor's Securities referred to in paragraph A above are to be delivered is as follows

                               David A. Rapaport
                               -------------------
                               Name

                               333 Sandy Springs Circle, Suite 230
                               ----------------------------------------




                                                   Address

                                            Atlanta, GA 30328
                                           City, State Zip Code
-16-
C. SUBSCRIPTION AMOUNT:

Subscription Funds: US$ 200,000.00

               Number of Units:      160,000 Units (where each Unit consists of one
                                     share and one half of one purchase warrant. Each
                                     whole warrant will entitle the Investor to
                                     subscribe for one additional common share of the
                                     Company on the terms set forth in this Agreement).




                        TO BE COMPLETED AND SIGNED BY THE INVESTOR:

The Investor has signed this Agreement as of the ____ day of March, 2004

Generation Capital Associates
Name of the Investor - use the name inserted in paragraph A above.

Signature of Investor

Title (if applicable)

ACCEPTANCE

Signed and Accepted this ____ day of March, 2004

                             RAPIDTRON,   INC.



                             By:
                                ------------------------------------------
                                  John Creel, President




                                                    -17-
                           SCHEDULE A

INVESTOR NAME AND ADDRESS       NUMBER OF UNITS   AMOUNT OF INVESTMENT
-------------------------       ---------------   --------------------
Generation Capital Associates       160,000             $200,000
1085 Riverside Trace
Atlanta, GA 30328




                                 -18-
                                                  SCHEDULE B

                                   FORM OF WARRANT CERTIFICATE

THIS WARRANT IS NON-TRANSFERABLE, SUBJECT TO LIMITED EXCEPTIONS. THIS
WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT") OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE COMMON
STOCK THAT MAY BE ISSUED UPON EXERCISE OF THIS WARRANT MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE
TRANSACTION HAS BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING
THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR
OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY.

                                               RAPIDTRON, INC.

                                    NON-TRANSFERABLE WARRANT

                                                 TO PURCHASE

                                       SHARES OF COMMON STOCK

For value received and subject to the terms and conditions of this warrant, GENERATION CAPITAL
ASSOCIATES, a New York limited partnership, its successors or permitted assigns ("Holder"), is entitled to
purchase from Rapidtron, Inc. at 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626, a Nevada corporation
(the "Company"), up to one hundred sixty thousand (160,000) fully paid and nonassessable shares of the
Company's common stock (the "Common Stock") or such greater or lesser number of such shares as may be
determined by application of the anti-dilution provisions of this warrant, at the price of One and 46/100 Dollars
($1.46) per share until 5:00 p.m. (California time) on March 31, 2009 (the "Warrant Exercise Price").

This warrant is subject to the following terms and conditions:

1. Exercise. (a) The rights represented by this warrant may be exercised by the Holder, in whole or in part, by
written election, in the form set forth below, by the surrender of this warrant (properly endorsed if required) at the
principal office of the Company, by payment to it by cash, certified check or bank draft of the Warrant Exercise
Price for the shares to be purchased and by delivery of a subscription agreement, an investment letter and/or
similar documents acceptable to the Company demonstrating that the sale of the shares to be purchased is
exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and any state
securities law. The shares so purchased shall be deemed to be issued as of the close of business on the date on
which this warrant has been exercised by payment to the Company of the Warrant Exercise Price. Certificates
for the shares of stock so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder
within 10 days after the rights represented by this warrant shall have been so exercised, and, unless this warrant
has expired, a new warrant representing the number of shares, if any, with respect to which this warrant has not
been exercised shall also be delivered to the Holder hereof within such time. No fractional shares shall be issued
upon the exercise of this warrant.

                                                        -19-
(b) If, at the time of an exercise which occurs after [one year after vesting date] there is no effective registration
statement covering the resale of the Common Stock subject to this Warrant, with current prospectus available,
and if the Market Value of one share of Common Stock at such time is greater than the Exercise Price (at the
date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Investor may make a
"cashless exercise" by completing the Warrant Exercise Form attached hereto and delivering such form to the
Company by USPS mail, overnight courier, or facsimile and delivering this Warrant to the Company within five
days of such exercise. The Holder shall receive that number of Common Shares equal to the total number of
Common Shares the Investor would have otherwise been entitled to receive upon exercise of the Warrants, less
the total number of Common Shares with a "Fair Market Value" (defined below) equal to the total Exercise Price
that would have otherwise been paid upon exercise of the Warrants. As used herein "Fair Market Value" means
the average of the highest 4:00 PM New York Time closing bid price of the Company's common stock (as
reported on the Bloomberg Quotation System) for the ten (10) trading days immediately preceding the date the
Cashless Exercise Form is received by the Company. If the Cashless Exercise Form is received by the Company
after 4:00 PM New York Time on a trading day, such day shall be considered the tenth trading day of such
period. No fractional shares shall be issued upon a cashless exercise of the Warrants and the total number of
Common Shares to be issued shall be rounded down to the nearest whole share.

(c) Certificates for the shares of stock so purchased, bearing an appropriate restrictive legend, shall be delivered
to the Holder within 5 business days after the rights represented by this warrant shall have been so exercised,
and, unless this warrant has expired, a new warrant representing the number of shares, if any, with respect to
which this warrant has not been exercised shall also be delivered to the Holder hereof within such time. No
fractional shares shall be issued upon the exercise of this warrant.

(d) No Holder of this warrant shall be permitted to exercise the warrant to the extent that such exercise would
cause such Holder to be the beneficial owner of more than 5% of the Company's then outstanding common
stock, at that given time. This limitation shall not be deemed to prevent any Holder from acquiring an aggregate of
more than 5% of the Company's common stock, so long as such Holder does not beneficially own more than 5%
of the Company's common stock, at any given time.

2. Shares. All shares that may be issued upon the exercise of the rights represented by this warrant shall, upon
issuance, be duly authorized and issued, fully paid and nonassessable shares. During the period within which the
rights represented by this warrant may be exercised, the Company shall at all times have authorized and reserved
for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this warrant a sufficient
number of shares of its common stock to provide for the exercise of the rights represented by this warrant.

THE SHARES OF COMMON STOCK TO BE ISSUED TO THE HOLDER UPON EXERCISE OF THE
RIGHTS REPRESENTED BY THIS WARRANT SHALL BE ISSUED PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAW. AS
SUCH, THE SHARES WILL BE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144
OF THE SECURITIES ACT, AND THE SHARE CERTIFICATES REPRESENTING THE SHARES ARE
TO BE LEGENDED AS FOLLOWS:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE
TRANSACTION HAS BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING
THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR
OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY.

                                                        -20-
3. Adjustment. The Warrant Exercise Price and the number of shares of Common Stock shall be subject to
adjustment from time to time as hereinafter provided in this Section 3:

(a) If the Company at any time divides the outstanding shares of its common stock into a greater number of
shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares
of its common stock are combined into a smaller number of shares, the Warrant Exercise Price in effect
immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or
increase in the value of each such common share.

(b) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at
the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the
Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise
Price resulting from such adjustment.

(c) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof to the
Holder stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

4. No Rights as Shareholder. This warrant shall not entitle the Holder to any rights as a shareholder of the
Company.

5. Transfer. This warrant and all rights hereunder are non-transferable, except as otherwise required by law;
provided however, the holder of the warrant may transfer the warrant to a family trust, family member or
corporation controlled by the shareholder, or if a corporation, partnership, or limited liability company, its
shareholders, partners, or members, as the case may be.

6. NEITHER THE WARRANTS NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE THEREOF HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT OR
UNDER THE LAWS OF ANY STATE OF THE UNITED STATES. THE WARRANTS AND THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
RECOMMENDED BY ANY U.S. OR FOREIGN SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR CONFIRMED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE. The Warrants represented by this Warrant Certificate
may only be exercised by or on behalf of a Holder who, at the time of exercise, either:

(a) provides written confirmation that it was the original purchaser in the Company's private placement of the
Units under which the Warrants were issued and the representations and warranties made to the Company in
connection with the acquisition of the Units remain true and correct on the date of exercise; or

(b) provides a written opinion of counsel, in a form acceptable to the Company, acting reasonably, that the shares
of Common Stock to be delivered upon exercise of the Warrants are exempt from the registration requirements
under the Securities Act and the securities laws of all applicable states of the United States.

7. Notices. All demands and notices to be given hereunder shall be delivered or sent by first class USPS mail,
postage prepaid, overnight courier or facsimile: in the case of the Company, addressed to its corporate
headquarters, 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626, until a new address shall have been
substituted by like notice; and in the case of Holder, addressed to Holder at the address written below, until a
new address shall have been substituted by like notice.

                                                       -21-
IN WITNESS WHEREOF, the Company has caused this warrant to be executed and delivered by a duly
authorized officer.

Dated: April 1, 2004

                                                RAPIDTRON, INC.

                                                    By:
                                                      --------------------------------------
                                                      John Creel, President




              GENERATION CAPITAL         ASSOCIATES
              (Warrant Holder)

              1085 Riverside Trace
              Atlanta, GA 30328
              Tel: 404 303-8450
              Fax: 404 257-9150

              copy     to:

              David     A.   Rapaport,    EVP   &   General      Manager




333 Sandy Springs Circle, Suite 230 Atlanta, GA 30328
drapaport@hcfmgmt.com

                                                          -22-
                                           WARRANT EXERCISE

                                (To be signed only upon exercise of this warrant)

The undersigned, the Holder of the foregoing warrant, hereby irrevocably elects to exercise the purchase right
represented by such warrant for, and to purchase thereunder, __________ shares of Common Stock of
Rapidtron, Inc., to which such warrant relates; and (please check one)

herewith makes payment of $__________ therefor in cash, certified check or bank draft, or

herewith requests a cashless exercise pursuant to Section 1(b) of the warrant; and

          herewith makes payment of $__________ therefor in cash, certified check or bank
          draft and requests that the certificates for such shares be issued in the name
          of, and be delivered to ___________________, whose address is set forth below




the signature of the undersigned.

In connection with this exercise: (check one):

[ ] 1. The undersigned was the original purchaser in the Company's private placement of the Units under which
the Warrants were issued, and the representations and warranties made to the Corporation in connection with the
acquisition of the Units remain true and correct on the Exercise Date.

[ ] 2. The undersigned is delivering a written opinion of U.S. Counsel to the effect that the Warrants and the
shares of Common Stock to be delivered upon exercise hereof are exempt from the registration requirements
under the United States Securities Act of 1933, as amended, and the securities laws of all applicable states of the
United States.

Dated:

                                                    Signature

                                                    Social Security or other Tax Identification
          Holder:                                   No.


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

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

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




Please print present name and address

                                                       -23-
SCHEDULE C

 OMITTED

   -24-
SCHEDULE D

 OMITTED

   -25-
SCHEDULE E

 OMITTED

   -26-
                                                SCHEDULE F

                              DEFINITION OF ACCREDITED INVESTOR

"Accredited Investor" has the meaning ascribed to it in Rule 501 of Regulation D, promulgated by the Securities
and Exchange Commission pursuant to the Securities Act of 1933.

                                                      -27-
SCHEDULE G

 OMITTED

   -28-
AMOTHY CORPORATION

                                           1085 RIVERSIDE TRACE
                                             ATLANTA, GA 30328

March 17, 2004

Mr. John Creel
Chairman and Chief Executive Officer
Rapidtron, Inc.
3151 Airway Avenue, Building Q
Costa Mesa, CA 92626

Dear Mr. Creel:

This letter agreement (Agreement) confirms the understanding and agreement between Amothy Corporation
(Amothy) and Rapidtron, Inc. (Company or RPDT) as follows:

1. During the term of this Strategic Services Agreement (Agreement), Amothy shall provide advice to, and
consult with, the Company concerning business and financial planning, corporate organization and structure,
financial matters in connection with the operation of the business of the Company, private equity and debt
financing, acquisitions, mergers and other similar business combinations ("Strategic Services"). Amothy shall make
qualified personnel available for at least four (4) hours per month to provide such services. Such Strategic
Services shall include the following, at the request of the Company:

(a) Facilitate high-impact growth by assisting the Company to maintain focus and execute its defined strategic
objectives.

(b) Review and recommend revision, as appropriate, of the company's business plan to remain consistent with its
strategy.

(c) Evaluate strategic relationships with partners, customers, and suppliers.

(d) Assist the Company with any project that could have a quantum impact on value creation.

(e) Advise in the establishment of procedures and processes for review and action by senior management.

(f) Advise in the evaluation, selection and recruitment of professional advisors, including accounting, investor
relations focused in North America, and legal advisors.

(g) Advise as to such other matters as the Company may reasonably request.

Amothy shall provide such advice and consultation to the Company in such form, manner and place as the
Company reasonably requests. Amothy shall not by this Agreement be
prevented or barred from rendering services of the same or similar nature, as herein described, or services of any
nature whatsoever for, on or behalf of, persons, firms, or corporations other than the Company. Similarly, the
Company shall not be prevented or barred from seeking or requiring services of a same or similar nature from
persons other than Amothy.

2. As compensation for the Strategic Services to be rendered by Amothy hereunder, RPDT hereby issues to
Amothy warrants (Warrants) to purchase one million shares of RPDT common stock at $1.46 per share. Six
Hundred Thousand (600,000) Warrants shall vest upon the mutual execution of this Agreement; Two Hundred
Thousand (200,000) Warrants shall vest on July 1, 2004, unless this Agreement is sooner terminated as set forth
in Section 6; and Two Hundred Thousand Warrants shall vest on October 1, 2004, unless this Agreement is
sooner terminated as set forth in Section 6. The Warrants shall be exercisable for five years from the date they
become fully vested. The Warrants Shares shall have piggyback registration rights. If the Warrants Shares are not
registered at any time 12 months after the respective vesting dates of the Warrants, then the Warrants shall have a
cashless exercise provision at Amothy's option until such time that the Warrants Shares are registered with a
current prospectus available. The Company shall deliver to Amothy the certificates for the Warrants in the form
of Exhibit I attached hereto within five business days of the mutual execution of this Agreement.

3. The Company will reimburse Amothy for its actual, approved and reasonable expenses (including, without
limitation, travel expenses and professional and legal fees) incurred in connection with its engagement hereunder.
Amothy agrees not to incur reimbursable expenses without prior written approval by the Company.

4. "Confidential Information" as used in this Agreement, is broadly defined and shall mean, except as set forth
below, any and all information delivered by the Company or any of its agents or employees to Amothy, whether
received by Amothy in writing or orally, including without limitation, all of the following information about the
Company or any subsidiary or affiliate of the Company: all information related to property, products, financials,
marketing, strategy, organization, techniques and other information relating to or referring to the Company, its
subsidiaries or affiliates, and summaries thereof. The term Confidential Information does not include information
which is made public by the Company or otherwise generally available to the public. Amothy shall make use of
any and all Confidential Information for the sole purpose of performing the services under this Agreement.
Amothy shall not disseminate, or in any way disclose, to any person, firm or business, any Confidential
Information. Amothy may disclose Confidential Information if required by law, regulation or legal process upon at
least ten (10) business days advance written notice to the Company. Amothy hereby acknowledges and agrees
that the Company shall deliver Confidential Information to Amothy for the purposes set forth herein. Amothy shall
immediately give notice to the Company of any unauthorized use or disclosure of any Confidential Information.
Amothy shall be responsible for the acts of its agents and employees with respect to the Confidential Information
and shall assist the Company in remedying any unauthorized use or disclosure of the Confidential Information by
Amothy's agents or employees. All Confidential Information delivered to Amothy shall remain the property of the
Company and no license or other rights to such information is granted or implied by its delivery to Amothy. All
written materials furnished to Amothy or any of its agents by the Company regarding any Confidential Information
shall
be immediately returned to the Company at the expiration or earlier termination of this Agreement, together with
any copies of such materials.

5. The Company agrees that it will consult with Amothy, as an owner of the Company's equity securities with
respect to all material corporate actions.

6. The initial term of Amothy's engagement hereunder will be for two years commencing on April 1, 2004 .
Subject to paragraphs 2 through 11, which shall survive any termination of this Agreement, either party may
terminate Amothy's engagement effective at any time commencing June 30, 2004 by giving the other party at least
10 days' prior written notice.

7. The Company and Amothy agree to the indemnification and other provisions set forth in Exhibit II.

8. This Agreement supersedes all prior agreements between the parties concerning the subject matter hereof. This
Agreement may be modified only with a written instrument duly executed by each of the parties. No waiver by
any party of any breach of this Agreement will be deemed to be a waiver of any preceding or succeeding breach.
This Agreement may be executed in more than one counterpart, each of which will be deemed to be an original,
or by facsimile or electronic signature, and all such counterparts together will constitute but one and the same
instrument. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or
enforceability of any other provisions of this Agreement, which will remain in full force and effect. This contract
shall inure to the benefit of the parties hereto, their heirs, administrators and successors in interest.

9. This Agreement will be governed by the internal laws of the state of California. Any proceeding related to or
arising out of the engagement of Amothy pursuant to this Agreement shall be commenced, prosecuted or
continued in any court of the State of California located in Orange County or in the United States District Court
for the Central District of California. The Company and Amothy waive all rights to trial by jury in any such
proceeding
10. Both the Company and Amothy agree that Amothy will act as an independent contractor in the performance
of its duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Amothy,
or any employee, agent or other authorized representative of Amothy, is a partner, joint venturer, agent, officer or
employee of the Company. Neither party hereto shall have any authority to bind the other in any respect vis a vis
any third party, nor represent to anyone that it has such authority, it being intended that each shall remain an
independent contractor and responsible only for its own actions.

11. All notices, requests, demands, and other communications under this Agreement shall be in writing, sent either
by hand delivery, facsimile, or overnight mail, and notice is given for the purposes of this Agreement upon receipt
by the receiving party.

                   If to the Company:         Rapidtron, Inc.
                                              3151 Airway Avenue, Bldg. Q
                                              Costa Mesa, CA 92626
                                              Facsimile (949) 474-4550
                                              Attn: Chairman and Chief Executive Officer

                   If to Amothy:              Amothy Corporation
                                              1085 Riverside Trace
                                              Atlanta, GA 30328
                                              Facsimile (404) 255-2218

                   With Copy to:              David A. Rapaport, EVP
                                              333 Sandy Springs Circle, Suite 230
                                              Atlanta, GA 30328
                                              Facsimile (404) 257-9150




If the foregoing correctly sets forth the understanding and agreement between Amothy and the Company, please
so indicate in the space provided for that purpose below, whereupon this letter will constitute a binding agreement
as of the date hereof.

                                              Amothy Corporation

                                                   By:
                                David A. Rapaport, Executive Vice President

                                                       Date:

AGREED:

Rapidtron, Inc.
By:

        John Creel, President and Chief Executive Officer

Date:
                                                    EXHIBIT II

                                              INDEMNIFICATION

1. The Company will:

(a) indemnify Amothy and hold it harmless against any and all losses, claims, damages or liabilities to which
Amothy may become subject arising in any manner out of or in connection with the rendering of services by
Amothy hereunder , unless it is finally judicially determined that such losses, claims, damages or liabilities resulted
from acts outside the scope of Amothy's authority under this Agreement or directly from the gross negligence or
willful misconduct of Amothy; and

(b) reimburse Amothy promptly for any reasonable legal or other expenses reasonably incurred by it in
connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or
serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any
manner out of or in connection with the rendering of services by Amothy hereunder (including, without limitation,
in connection with the enforcement of this Agreement and the indemnification obligations set forth herein);
provided, however, if it is finally judicially determined that such losses, claims, damages or liabilities resulted from
acts outside the scope of Amothy's authority under this Agreement or directly from the gross negligence or willful
misconduct of Amothy; then Amothy will remit to the Company any amounts reimbursed under this subparagraph
1(b).

The Company agrees that the indemnification and reimbursement commitments set forth in this paragraph 1 will
apply whether or not Amothy is a formal party to any such lawsuits, investigations, claims or other proceedings
and that such commitments will extend upon the terms set forth in this paragraph to any controlling person,
affiliate, shareholder, member, director, officer, employee or consultant of Amothy (each, with Amothy, an
"Indemnified Person"). The Company further agrees that, without Amothy's prior written consent (which consent
will not be unreasonably withheld), it will not enter into any settlement of a lawsuit, claim or other proceeding
arising out of the transactions contemplated by this Agreement (whether or not Amothy or any other Indemnified
Person is an actual or potential party to such lawsuit, claim or proceeding) unless such settlement includes an
explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all
Indemnified Persons.

The Company further agrees that the Indemnified Persons are entitled to retain separate counsel of their choice in
connection with any of the matters in respect of which indemnification, reimbursement or contribution may be
sought under this Agreement.

2. The Company and Amothy agree that if any indemnification or reimbursement sought pursuant to the preceding
paragraph 1 is judicially determined to be unavailable, then the Company will contribute to the losses, claims,
damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such
proportion as is appropriate to reflect the relative economic interests of the Company on the one
hand, and Amothy on the other hand, in connection with the transaction or event to which such indemnification or
reimbursement relates, or (ii) if the allocation provided by clause (i) above is judicially determined not to be
permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but
also the relative faults of the Company on the one hand, and Amothy on the other hand, as well as any other
equitable considerations; provided, however, that in no event will the amount to be contributed by Amothy
pursuant to this paragraph exceed the value of the compensation actually received by Amothy hereunder.

3. Amothy will:

(a) indemnify the Company and hold it harmless against any and all losses, claims, damages or liabilities to which
the Company may become subject arising in any manner out of or in connection with the rendering of services by
Amothy hereunder (including any services rendered prior to the date hereof) or the rendering of additional
services by Amothy as requested by the Company that are related to the services rendered hereunder, unless it is
finally judicially determined that such losses, claims, damages or liabilities resulted directly from the gross
negligence or willful misconduct of the Company; and

(b) reimburse the Company promptly for any reasonable legal or other expenses reasonably incurred by it in
connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or
serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any
manner out of or in connection with the rendering of services by Amothy hereunder or the rendering of additional
services by Amothy as requested by the Company that are related to the services rendered hereunder (including,
without limitation, in connection with the enforcement of this Agreement and the indemnification obligations set
forth herein); provided, however, if it is finally judicially determined that such losses, claims, damages or liabilities
resulted directly from the gross negligence or willful misconduct of the Company; then the Company will remit to
Amothy any amounts reimbursed under this subparagraph 3(b).

Amothy agrees that the indemnification and reimbursement commitments set forth in this paragraph 3 will apply
whether or not the Company is a formal party to any such lawsuits, investigations, claims or other proceedings
and that such commitments will extend upon the terms set forth in this paragraph to any controlling person,
affiliate, shareholder, member, director, officer, employee or consultant of the Company (each, with the
Company, an "Indemnified Person"). Amothy further agrees that, without the Company's prior written consent
(which consent will not be unreasonably withheld), it will not enter into any settlement of a lawsuit, claim or other
proceeding arising out of the transactions contemplated by this Agreement (whether or not the Company or any
other Indemnified Person is an actual or potential party to such lawsuit, claim or proceeding) unless such
settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other
proceeding of all Indemnified Persons.
Amothy agrees that the Indemnified Persons are entitled to retain separate counsel of their choice in connection
with any of the matters in respect of which indemnification, reimbursement or contribution may be sought under
this Agreement.

4. Amothy and the Company agree that if any indemnification or reimbursement sought pursuant to the preceding
paragraph 3 is judicially determined to be unavailable, then Amothy will contribute to the losses, claims, damages,
liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion
as is appropriate to reflect the relative economic interests of Amothy on the one hand, and the Company on the
other hand, in connection with the transaction or event to which such indemnification or reimbursement relates, or
(ii) if the allocation provided by clause (i) above is judicially determined not to be permitted, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative faults of the
Amothy on the one hand, and the Company on the other hand, as well as any other equitable considerations;
provided, however, that in no event will the amount to be contributed by Amothy pursuant to this paragraph
exceed the value of the compensation actually received by Amothy hereunder.

5. Nothing in this Agreement, expressed or implied, is intended to confer or does confer on any person or entity
other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason
of this Agreement or as a result of the services to be rendered by Amothy hereunder. The parties acknowledge
that Amothy is not acting as an agent of the Company or in a fiduciary capacity with respect to the Company and
that Amothy is not assuming any duties or obligations other than those expressly set forth in this Agreement. The
Company further agrees that neither Amothy nor any of its controlling persons, affiliates, directors, officers,
employees or consultants will have any liability to the Company or any person asserting claims on behalf of or in
right of the Company for any losses, claims, damages, liabilities or expenses arising out of or relating to this
Agreement or the services to be rendered by Amothy hereunder, unless it is finally judicially determined that such
losses, claims, damages, liabilities or expenses resulted directly from the gross negligence or willful misconduct of
Amothy.

6. The provisions of this Exhibit II shall survive any expiration or termination of this Agreement or Amothy's
engagement hereunder.
EXHIBIT 31.1

I, John Creel, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Rapidtron, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) [intentionally omitted];

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

Date: May 14, 2004


John Creel
President & Chief Executive Officer
EXHIBIT 31.2

I, Peter Dermutz, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Rapidtron, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) [intentionally omitted];

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

Date: May 14, 2004


Peter Dermutz,
Executive Vice President, acting Secretary, Treasurer & Principal Financial Officer
Exhibit 32.1

                                      CERTIFICATION PURSUANT TO
                                             RULE 15d-14(b)
                                                   and
                                           18 U.S.C. Sec. 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rapidtron, Inc. (the "Company") on Form 10-QSB for the period
ended March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John Creel, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.


John Creel
President and Chief Executive Officer May 14, 2004

A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Rapidtron, Inc. and will be retained by
Rapidtron, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2

                                      CERTIFICATION PURSUANT TO
                                             RULE 15d-14(b)
                                                   and
                                           18 U.S.C. Sec. 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rapidtron, Inc. (the "Company") on Form 10-QSB for the period
ended March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Peter Dermutz, Executive Vice President, acting Secretary, Treasurer and Principal Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

Peter Dermutz
Executive Vice President, acting Secretary, Treasurer & Principal Financial Officer May 14, 2004

A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Rapidtron, Inc. and will be retained by
Rapidtron, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

The successful business operation and reputation of Rapidtron are valuable assets that are vital to our success.
We build our success and reputation upon the principles of fair dealing and ethical conduct of our officers,
employees and directors. Our reputation for integrity and excellence requires careful observance of the spirit and
letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct
and personal integrity.

Each officer, employee, and director, owes a duty to our company, its customers, and shareholders to act in a
way that will merit the continued trust and confidence of the public. The purposes of this Code of Business
Conduct and Ethics (this "Code") are to: (i) focus directors and employees on areas of ethical risk; (ii) provide
guidance to help them recognize and deal with ethical issues; (iii) provide mechanisms for them to report unethical
conduct; and (iv) foster among them a culture of honesty and accountability. No code of conduct can replace the
thoughtful behavior of an ethical officer, employee or director. Accordingly, dishonest or unethical conduct or
conduct that is illegal will constitute a violation of this Code, regardless of whether the Code specifically
addresses such conduct.

Rapidtron and each of its officers, employees and directors will comply with all applicable laws and regulations,
and we expect our officers, employees and directors to conduct business in accordance with the letter, spirit, and
intent of all relevant laws. This Code applies to all of the Corporation's officers, employees and directors.

Implementation and Oversight of This Code

Our Board of Directors ("Board") is ultimately responsible for the implementation of this Code. The Board has
designated the Chief Executive Officer (CEO) to administer this Code. The CEO shall until further notice act as
the compliance officer (the "Compliance Officer") to assist in administration of the Code with respect to
employees.

Questions regarding the application or interpretation of this Code are inevitable. You should feel free to direct
questions to the Compliance Officer.

Statements in this Code to the effect that certain actions may be taken only with the "company's approval" mean
that the Compliance Officer or, as appropriate, the Board must give prior written approval before the proposed
action may be undertaken.

We require all directors and employees to comply with this Code. Upon your receipt of this Code, and also from
time to time as we deem to be necessary, we will require you to sign an acknowledgement confirming that you
have read and understood the Code and agree to comply with its provisions.

Compliance with Law and Regulations

You must comply with a variety of laws applicable to the company and its operations, and some carry criminal
penalties. These laws include, but are not limited to, international, federal and state laws relating to the company's
business (including occupational safety laws and state laws relating to duties owed by corporate officers and
directors) and status as a publicly-held corporation.

Examples of criminal violations of the law include: making false or misleading disclosures in documents filed with
the Securities and Exchange Commission (the "SEC"); trading in securities while in possession of inside
information; stealing, embezzling or misapplying the company's funds; using threats, physical force or other
unauthorized means to collect money; or making a payment for an expressed purpose on the company's behalf to
an individual who intends to use it for a different purpose. The company must and will report all suspected
criminal violations to the appropriate authorities for possible prosecution, and will
investigate, address and report, as appropriate, non-criminal violations.

Avoidance of Actual, Potential or Apparent Conflicts of Interest

You are required to conduct your outside associations and personal businesses, financial and other relationships
in a manner that will avoid any actual, potential or apparent conflict of interest between yourself and the company.
The term "outside association" refers to any affiliation, association, interest or employment that you have with an
entity other than with the company. It is impractical to conceive of and set forth rules that cover all situations in
which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division
of loyalty, or the perception of a division of loyalty, between the company's best interest and your interests.

Employees are not permitted to engage in self-dealing. All employees must obtain the company's consent prior to
entering into or continuing negotiations with any existing or potential customer or vendor with whom the employee
has an outside association. Furthermore, if you become aware of any such relationship, you must promptly report
it to your immediate supervisor or to the Compliance Officer.

Full, Fair, Accurate and Timely Disclosures by the Company to the Public

If you participate, directly or indirectly, in the preparation of the financial and other disclosures that the company
makes to the public, including in its filings with the SEC or by press releases, you must, in addition to acting
honestly, ethically and with integrity and comply with this Code and all applicable laws, rules and regulations,
ensure the full, fair, timely, accurate and understandable disclosure required to be made in the filings with the SEC
and in other public communications made by the company, and take all reasonable measures to protect the
confidentiality of non-public information about the company.

Insider Trading

It is illegal for any officer, employee, or director to trade in the securities of any public company, including the
company's securities while in the possession of material inside (nonpublic) information. It is also illegal for any
employee, officer, or director to give material inside information to others, especially those who may trade on the
basis of that information. Information is "material" if a reasonable investor would consider it important in making a
decision to buy, sell or retain securities. Both positive and negative information may be material. In general,
information that is likely to affect the market price of a security is also likely to be considered material. If there is
doubt, information should be assumed to be material.

Reporting Requirements and Enforcement

If you learn of or suspect illegal, unethical or other improper conduct, including any violation of this Code, that
has occurred or is likely to occur, you must immediately report the violation to the Compliance Officer, another
member of the company's senior management, or the chairperson or other member of the Board. Directors and
employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind.

Compliance with this policy of business ethics and conduct is the responsibility of every employee. Disregarding
or failing to comply with this standard of business ethics and conduct could lead to disciplinary action, up to and
including possible termination of employment.

								
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