Exhibit 10.1

                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                      DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 1
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
PART NO. & DESCRIPTION                QTY  REC  B/O   PRICE(2)  PER  AMOUNT
---------------------------------------------------------------------------
<S>                                   <C>  <C>  <C>  <C>        <C>  <C>
22902  SATELLITE                        0            [OMITTED]  EA     0.00
ENTRY/EXIT TURNSTILE
(W/1  SATELLITE + SR/RF ANT)

22950  COMMUNICATIONS UNIT              0            [OMITTED]  EA     0.00
COMPLETE

21505  POWER SUPPLY                     0            [OMITTED]  EA     0.00

21912  SUPPLY CABLE AND CONNECTORS      0            [OMITTED]  EA     0.00

21706  ECM-READER SOFTWARE              0            [OMITTED]  EA     0.00

21919  TURNSTILE BASE                   0            [OMITTED]  EA     0.00
COVER
---------------------------------------------------------------------------
<FN>
(1)  The customer name has been omitted as confidential and filed separately with
     the SEC.
(2)  The price has been omitted as confidential and filed separately with the SEC
</TABLE>


                                                           TOTAL:
REQUESTED BY:               RECEIVED BY:
                            DATE:

INSTRUCTIONS TO SUPPLIERS:

1.   THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
2.   SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
3.   PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
4.   ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDENCE
     AND PACKING LIST.
5.   MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
6.   INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
7.   BILL OF LADING MUST ACCOMPANY ALL INVOICES.
8.   PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
                                   BUYER-BLUE


<PAGE>
                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                       DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 2
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------
PART NO. & DESCRIPTION          QTY  REC  B/O   PRIC(2)  PER  AMOUNT
---------------------------------------------------------------------
<S>                             <C>  <C>  <C>  <C>        <C>  <C>
22940 SSGX WAIST HIGH             0            [OMITTED]  EA     0.00
SECURITY GATE
(W/PAIL- SAFE  LOCK 90DEGRESS)

26810 TIMER RELAY ADAGATE         0            [OMITTED]  EA     0.00

26802 TWO LANE-PUSH               0            [OMITTED]  EA     0.00
BUTTON RELEASE

AX400 FLT AUTOMATIC               0            [OMITTED]  EA     0.00
SWING GATE SYSTEM
( 180 DEGREES ELECTRIC )

22960 LIGHTS                      0            [OMITTED]  EA     0.00

39.5 X 2.25"                      0            [OMITTED]  EA     0.00
POST WITH BASE & END CAPS
( SSG-LO-SSS )


---------------------------------------------------------------------
<FN>
(1)  The customer name has been omitted as confidential and filed separately with
     the SEC.
(2)  The price has been omitted as confidential and file separately with the SEC
</TABLE>

                 TOTAL:
REQUESTED BY:               RECEIVED BY:
                            DATE:

INSTRUCTIONS TO SUPPLIERS:

9.   THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
10.  SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
11.  PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
12.  ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDENCE
     AND PACKING LIST.
13.  MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
14.  INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
15.  BILL OF LADING MUST ACCOMPANY ALL INVOICES.
16.  PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
                                   BUYER-BLUE


<PAGE>
                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                       DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 2
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------
PART NO. & DESCRIPTION          QTY  REC  B/O   PRICE(2)  PER  AMOUNT
---------------------------------------------------------------------
<S>                             <C>  <C>  <C>  <C>        <C>  <C>
22940 SSGX WAIST HIGH             0            [OMITTED]  EA     0.00
SECURITY GATE
(W/PAIL- SAFE  LOCK 90DEGRESS)

26810 TIMER RELAY ADAGATE         0            [OMITTED]  EA     0.00


26802 TWO LANE-PUSH               0            [OMITTED]  EA     0.00
BUTTON RELEASE

AX400 FLT AUTOMATIC               0            [OMITTED]  EA     0.00
SWING GATE SYSTEM
( 180 DEGREES ELECTRIC )

22960 LIGHTS                      0            [OMITTED]  EA     0.00

39.5 X 2.25"                      0            [OMITTED]  EA     0.00
POST WITH BASE & END CAPS
( SSG-LO-SSS )


---------------------------------------------------------------------
<FN>
(1)  The customer name has been omitted as confidential and filed separately with
     the SEC.
(2)  The price has been omitted as confidential and file separately with the SEC
</TABLE>

                                                          TOTAL:
REQUESTED BY:               RECEIVED BY:
                            DATE:

INSTRUCTIONS TO SUPPLIERS:

17.  THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
18.  SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
19.  PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
20.  ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDENCE
     AND PACKING LIST.
21.  MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
22.  INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
23.  BILL OF LADING MUST ACCOMPANY ALL INVOICES.
24.  PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
                                   BUYER-BLUE


<PAGE>
                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                       DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 4
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------
PART NO. & DESCRIPTION          QTY  REC  B/O   PRICE     PER  AMOUNT
---------------------------------------------------------------------
<S>                             <C>  <C>  <C>  <C>        <C>  <C>
WARRANT: RAPIDTRON WILL REPLACE AT THEIR EXPENSE ANY
PART (S) LISTED ON THE CALLY TOTAL FITNESS PURSHASE ORDER.
FREE OF CHARGE. INCLUDING FREIGHT FOR A PERIOD OF 24 MONTHS
FROM DATE OF INSTALLATION THAT ARE ASSOICIATED WITH THE TURNSTILE AND 1
YEARON READERS AND SCANNERS.  UNLESS THE FAILURE IS THE RESULT OF MISUSE
(MISUSE DEFINED AS NAT BEING SED IN TH ENORMAL COURSE OF OPERATION).

RAPIDTRON WILL PROVIDE AN 800 NUMBERS FROM 7AM TO 6PM PACIFIC TIME
MONDAY - FRIDAY FOR HARDWARE. PARTS AND MAINTENACE SUPPORT.

RAPIDTRON WILL PROVIDE TO [OMITTED CUSTOMER NAME] ALL NECESSARY
DOCUMENTTION REQUIRED TO DEVELOP A [OMITTED CUSTOMER NAME] OPERATING
MANUAL.

RAPIDTRON WILL PROVIDE TO [OMITTED CUSTOMER NAME] ALL NECESSARY
DOCUMENTATION REQUIRED TO DEVELOP A [OMITTED CUSTOMER NAME] INSTALLATION
MANUAL.

RAPIDTRON WILL DEVELOP ALL NECESSARY SOFTWARE REQUIRED FOR THE
OPERATION OF THE RAPIDTRON TURNSTILE TO INTERACT WITH [OMITTED CUSTOMER NAME].


<FN>
(1)  The customer name has been omitted as confidential and filed separately with
     the SEC.
</TABLE>

                                                     TOTAL:
REQUESTED BY:               RECEIVED BY:
                            DATE:

INSTRUCTIONS TO SUPPLIERS:

25.  THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
26.  SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
27.  PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
28.  ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDANCE
     AND PACKING LIST.
29.  MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
30.  INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
31.  BILL OF LADING MUST ACCOMPANY ALL INVOICES.
32.  PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
BUYER-BLUE


<PAGE>
                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                       DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 5
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------
PART NO. & DESCRIPTION          QTY  REC  B/O   PRICE     PER  AMOUNT
---------------------------------------------------------------------
<S>                             <C>  <C>  <C>  <C>        <C>  <C>
TOTAL FITNESS CMS SYSTEM IN A MANNER THAT IS DEEMED ACCEPTABLE TO
[OMITTED CUSTOMER NAME].

[OMITTED CUSTOMER NAME] WILL NOT BE RESPONSIABLE FOR ANY SOFTWARE
DEVELOPMENT OF 800 NUMBER INSTALLATION COSTS.

[OMITTED CUSTOMER NAME] WILL OWN RIGHTS TO ANY SOURCE CODE USED FOR
CMS/RAPIDTRON INTERGRATION AND OR OPERATION.

THE SOFTWARE LICENSE AGREEMENT ATTACHMENT "A" IS MADE PART OF THIS
PURCHASE ORDER AND ALL  SUBSEQUENT RELEASES.

PRICING WILL BE HELD FIRM THRU 2004 UNTIL 100 TURSTILE SYSTEMS
ARE INSTALLED PER THE AGREED UPON INSTALLATION SCHEDULE.
THE SCHEDULE IS:
25 SYSTEMS  JANUARY 2004
25 SYSTEMS  FEBUARY 2004
25 SYSTEMS  MARCH 2004
25 SYSTEMS  APRIL 2004

PAYMENT TERMS FOR [OMITTED CUSTOMER NAME]:


<FN>
1  The customer name has been omitted as confidential and filed separately with
   the SEC.
</TABLE>

                                                        TOTAL:
REQUESTED BY:               RECEIVED BY:
                            DATE:

INSTRUCTIONS TO SUPPLIERS:

33.  THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
34.  SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
35.  PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
36.  ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDANCE
     AND PACKING LIST.
37.  MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
38.  INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
39.  BILL OF LADING MUST ACCOMPANY ALL INVOICES.
40.  PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
                                   BUYER-BLUE


<PAGE>
                                 PURCHASE ORDER

                                                  ------------------------------
                                                  THIS NUMBER MUST APPEAR ON ALL
                                                       DOCUMENTS AND PACKAGES
                                                  ------------------------------
                                                  P.O. 28620
                                                  ------------------------------
                                                  DATE 12/ 29/03        PAGE 6
                                                  ------------------------------


[Omitted           [OMITTED CUSTOMER NAME](1)
Trademark]         CORPORATE PURCHASING
                   [OMITTED ADDRESS]
                   PHONE [OMITTED]
                   FAX [OMITTED]

                   087463                            0002
SELLER             RAPIDTRON                SHIP TO: [OMITTED CUSTOMER NAME]
                   3151 AIRWAY AVENUE          CLUB: BLANKET PURCHASE ORDER
                   BLDG. Q
                   COSTA MESA   CA  92626
                   Contact:  STEVE MEINKE
                             949-798-0652

DATE REQUIRED  SEE BELOW  SHIP VIA LOWEST- COST PROVIDER
FOB DELIVERED  TERMS See Remarks

----------------------------
SELLER ACKNOWLEDGMENT
____________________________
----------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------
PART NO. & DESCRIPTION          QTY  REC  B/O   PRICE     PER  AMOUNT
---------------------------------------------------------------------
<S>                             <C>  <C>  <C>  <C>        <C>  <C>
TURNSTILE SYSTEMS ARE TO BE INVOICED UPON COMPLETION OF INSTALLATION.
FIRST 25 SYSTEMS - NET [OMITTED PAYMENT DUE DATE](2)
SUBSEQUENT 75 SYSTEMS  -  NET [OMITTED PAYMENT DUE DATE]







<FN>
(1)  The customer name has been omitted as confidential and filed separately with
     the SEC.
(2)  The payment due date has been omitted as confidential and filed separately
     with the SEC.
</TABLE>

                                                        TAXABLE AMOUNT     0.00
REQUESTED BY:               RECEIVED BY:                    TAX AMOUNT     0.00
                            DATE:                 FREIGHT TOTAL AMOUNT     0.00

INSTRUCTIONS TO SUPPLIERS:

41.  THIS ORDER IS SUBJECT TO THE INSTRUCTIONS LISTED BELOW AND THE TERMS AND
     CONDITIONS PRINTED ON THE REVERSE SIDE HEREOF. WE RESERVE THE RIGHT TO
     CANCEL IF NOT FILLED AS SPECIFIED.
42.  SELLER MUST SIGN THE ACKNOWLEDGMENT COPY OF THIS PURCHASE ORDER AND RETURN
     IT TO US IMMEDIATELY.
43.  PACKING LIST MUST ACCOMPANY ALL DELIVERIES.
44.  ORDER NUMBER MUST APPEAR ON ALL INVOICES, BILLS OF LADING, CORRESPONDANCE
     AND PACKING LIST.
45.  MARK EACH SHIPPING CONTAINER TO SHOW ITEM CODE, DESCRIPTION OF CONTEXT,
     PURCHASE ORDER NUMBER AND QUANTITY.
46.  INVOICE MUST BE IN OUR HANDS NO LATER THAN 5 DAYS AFTER SHIPMENT.
47.  BILL OF LADING MUST ACCOMPANY ALL INVOICES.
48.  PLEASE ADVISE US IMMEDIATELY IF DELIVERY CANNOT BE MADE AS REQUESTED.


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE


--------------------------------------------------------------------------------
                              AUTHORIZED SIGNATURE
                      EXECUTIVE APPROVAL ($1000.00 OR MORE)


SELLER-WHITE  ACKNOWLEDGMENT-GREEN  ACCOUNTS PAYABLE-PINK  RECEIVING-CANARY
                                   BUYER-BLUE


<PAGE>
                           ATTACHMENT "A" TO [OMITTED]1

                              Purchase Order 28620
                                             -----

                           SOFTWARE LICENSE AGREEMENT

This  Software  License  Agreement is entered into as of the 14th day of August,
2003  (the  "Effective  Date"), by and between [RAPIDTRON], a Nevada corporation
                                                              ------
with  an  office  at  3151  Airway  Avenue,  Building  Q,  Costa  Mesa, CA 92626
("Licensor"),  and [OMITTED], with an office at [OMITTED ADDRESS] ("[OMITTED]").

WHEREAS,  [OMITTED]  or  its  Affiliates  may  request that Licensor license the
Software  and  perform Maintenance Services and Licensor desires to license such
Software  and  to  perform  such  Maintenance  Services.

THEREFORE,  in consideration of the mutual agreements below, and intending to be
legally  bound,  the  parties  agree:






_________________________
1 The name of the customer has been omitted as confidential and filed separately
with the SEC


<PAGE>
1.   DEFINITIONS
     -----------

(1.1)     "Affiliate"  means  any  entity that controls, is controlled by, or is
           ---------
     under  common  control  with  [OMITTED].  For  purposes  of this Agreement,
     "control"  means possessing, directly or indirectly, the power to direct or
     cause the direction of the management, policies or operations of an entity,
     whether  through  ownership of voting securities, by contract or otherwise.

(1.2)     "Agreement"  means  this  Software  License  Agreement,  the  Exhibits
           ---------
     hereto, and any duly executed amendments thereto.

(1.3)     "Customizations"  means  any Software programming developed, authored,
           --------------
     written  and/or  created by Licensor or its agents or subcontractors for or
     on  behalf  of  [OMITTED] in connection with this Agreement, including, but
     not  limited  to,  in  connection with the implementation, installation, or
     configuration  of  the  Software.

(1.4)     "Deposit  Materials"  means,  collectively,  the  Source  Code,  the
           ------------------
     functional  specifications  of  the  Software,  object  libraries,  design
     documentation,  statements of principles of operations, schematics, and the
     developer's  guide  and  administrator's  guide.

(1.5)     "Documentation"  means  the  user,  operations  and  training manuals,
           -------------
     marketing  materials,  proposals, and responses to requests for information
     or  proposals,  as  well  as  any  specifications  reviewed  by  [OMITTED],
     concerning  the  Software  licensed  hereunder.

(1.6)     "Error"  means  any  error  in the code of the Software which prevents
           -----
     such  Software  from  operating  in  accordance  with:  (i)  the  relevant
     Documentation; or (ii) the user's reasonable expectations.

(1.7)     "Escrow  Agreement" means the agreement among Licensor, [OMITTED], and
           -----------------
     the Escrow Agent, which is attached hereto as Exhibit A.

(1.8)     "License  Fee"  means the license fee for the Software as specified in
           ------------
     Exhibit  B.

(1.9)     "Maintenance  Fee"  means  the  maintenance  fee  for the Software, as
           ----------------
     specified  Exhibit  B,  for  the  ongoing provision of Maintenance Services
     after  the  expiration  of  the  Warranty  Period  for  such  Software.

(1.10)    "Maintenance  Services" means the maintenance and support services for
           ---------------------
     each Software, as described in Exhibit C.

(1.11)    "Object  Code" means the machine-executable code form of the Software.
           ------------

(1.12)    "Representatives"  means  Licensor's  officers,  directors, employees,
           ---------------
     agents and subcontractors (and their employees).

(1.13)    "Software"  means  the  computer program licensed hereunder, including
           --------
     the  Object  Code  and Source Code, to [OMITTED], as described in Exhibit B
     hereto,  and  all  Upgrades,  Customizations,  Documentation, Work-Arounds,
     error-corrections,  patches  and  bug  fixes.

(1.14)    "Source  Code"  means the human readable form of code for the Software
           ------------
     which  (i)  will be narrated fully with logic diagrams, flow charts and any
     other  materials  sufficient  to  enable a reasonably skilled programmer to
     readily  interpret, build, modify, load, use, support and maintain the code
     and  to  perform  or  caused  to  be performed such actions as are licensed
     hereunder,  and (ii) can readily be compiled by a computer or assembler for
     execution.

(1.15)    "System"  means  any of [OMITTED], its Affiliates' or, with respect to
           ------
     those third parties permitted to use the Software pursuant to Section (2.1)
     ("Grant of License"), any such third party's, software, firmware, hardware,
     computer systems and devices, and networks, whether owned, leased or rented
     by  [OMITTED],  any  of  its  Affiliates  or, as applicable, any such third
     party,  or otherwise provided for the benefit, or under the control, of any
     of  the  foregoing.

2.   LICENSE
     -------

(2.1)     Grant  of  License.  Licensor  hereby  grants  the  [OMITTED]  a
          ------------------
     non-transferable  (except  as  set forth in Section (13.6) ("Assignment")),
     non-exclusive,  paid-up,  perpetual,  irrevocable, worldwide license to (i)
     use,  and  to  permit its third-party service providers to use on behalf of
     [OMITTED]  and  or  its  Affiliates,  the  Software,  including the Deposit
     Materials  and  Documentation  for  any business purpose of [OMITTED], (ii)
     make  as  many  copies  of  the Software and the Documentation as [OMITTED]
     reasonably  deems  necessary,  including,  but  not  limited to, backup and
     archival  copies,


<PAGE>
     (iii)  modify the Software for [OMITTED] own purposes and use in accordance
     with  the  provisions  of this Agreement, through the services of [OMITTED]
     employees or independent contractors, and (iv) merge, integrate, or combine
     the  Software  with,  and  use  the  Software  in  conjunction  with, other
     software,  hardware,  programs,  routines,  and/or subroutines developed or
     acquired  by [OMITTED]. Further, as specified in Exhibit B, the Software is
     licensed  for  use by other third parties as set forth in such Exhibit. Any
     use by any third party as permitted in this Section (2.1) or Exhibit B will
     be  subject  to  any  applicable  terms  and  conditions  contained in this
     Agreement.

(2.2)     Third-Party  Software.   A  list  of all third-party software included
          ---------------------
     within,  or  required  to  operate, the Software is described in Exhibit B.
     Licensor  hereby  grants  to  [OMITTED]  the  license  rights necessary for
     [OMITTED] to use all such third-party software in accordance with the terms
     of  this  Agreement.

3.   DELIVERABLES AND INSTALLATION
     -----------------------------

(3.1)     Deliverables.  Licensor  will  deliver to [OMITTED] promptly after the
          ------------
     Effective  Date  hereof,  such Software together with two (2) copies of the
     relevant  Documentation  in printed form and one (1) copy in a reproducible
     electronic form reasonably acceptable to [OMITTED]. Upon [OMITTED] request,
     Licensor  will  provide  [OMITTED]  with additional reproducible electronic
     copies of the then-current Documentation and other materials free of charge
     and will provide [OMITTED] with additional printed copies of such materials
     at  Licensor's  then-current  published  rates  for  such  copies.

(3.2)     Installation.  Installation  of  the Software is the responsibility of
          ------------
     Licensor  and  will  be  completed  by the Implementation Date set forth in
     Exhibit  B  at  no  cost  to  [OMITTED].

4.   NON-DISCLOSURE
     --------------

(4.1)     Confidential Information.  "Confidential Information" includes (i) all
          ------------------------
     information related to the business of [OMITTED] and any of its Affiliates,
     clients  and  other third parties, to which Licensor has access, whether in
     oral,  written,  graphic  or  machine-readable form, in the course of or in
     connection  with  this  Agreement;  (ii)  all  notes,  analyses and studies
     prepared by Licensor or any of its Representatives, during the term of this
     Agreement  or  anytime  thereafter,  incorporating  any  of the information
     described  in  this  Article  4, and (iii) the terms and conditions of this
     Agreement.

(4.2)     Restrictions.  Licensor  will  keep  the  Confidential  Information
          ------------
     confidential.  Licensor  may  disclose  the Confidential Information to its
     Representatives  who  have  a  need  to  know such Confidential Information
     solely  in  connection  with  this  Agreement.  Licensor  will  cause  such
     Representatives  to  comply  with  this  Agreement  and  will  assume  full
     responsibility  for  any  breach  of  this  Agreement  by  any  such
     Representatives.  Licensor  will  not transfer or disclose any Confidential
     Information  to  any third party without [OMITTED] prior written permission
     and  without  such  third party having a contractual obligation (consistent
     with  this  Article  4  ("Non-Disclosure"))  to  keep  such  Confidential
     Information  confidential.  Licensor  will  not  use  any  Confidential
     Information  for  any  purpose  other  than to provide the Software and any
     related  services  to  [OMITTED]  under  this  Agreement.

(4.3)     Exclusions.  Licensor  will  not  be prohibited from using information
          ----------
     that:  (i) is obtained by Licensor from the public domain without breach of
     this  Agreement  and  independently  of  Licensor's  knowledge  of  any
     Confidential  Information;  (ii)  was  lawfully  and  demonstrably  in  the
     possession  of  Licensor  prior  to  its  receipt  from [OMITTED]; (iii) is
     independently  developed  by  Licensor  without  use  of  or  reference  to
     [OMITTED]  Confidential Information; or (iv) becomes known by Licensor from
     a  third  party  independently  of Licensor's knowledge of the Confidential
     Information  and  is  not  subject  to  an  obligation  of confidentiality.

(4.7)     Disposition  of Confidential Information on Termination or Expiration.
          ---------------------------------------------------------------------
     Upon  termination or expiration of this Agreement or upon [OMITTED] written
     request,  Licensor  will  return  to  [OMITTED]  all copies of Confidential
     Information  already  in  Licensor's  possession  or  within  its  control.
     Alternatively,  with  [OMITTED] prior written consent, Licensor may destroy
     such  Confidential  Information,  in which case an officer of Licensor will
     certify  in writing to [OMITTED] that all such Confidential Information has
     been  so  destroyed.


                                       11
<PAGE>
5.   OWNERSHIP
     ---------

Subject  to  Section (13.1) ("Escrow Obligations"), Licensor does not convey any
proprietary  interest  in  or  to the Software other than the license rights set
forth  in  this  Agreement.

6.   LICENSE FEES AND OTHER PAYMENTS
     -------------------------------

(6.1)     License  Fees.  No  License  Fees  or  Maintenance Fees will be due or
          -------------
     owed,  with respect to the Software unless and until: (i) [OMITTED] accepts
     the  Software under Article 7 ("Acceptance Testing"); (ii) Licensor submits
     to  [OMITTED]  evidence  that  it  has  delivered  the Deposit Materials as
     required  under  Section (13.1) ("Escrow Obligations"); and (iii) [OMITTED]
     receives  an  invoice  under  Section  (6.5)  ("Invoices") for the relevant
     License  Fees  or  Maintenance  Fees.

(6.2)     Maintenance  Fees.  If  [OMITTED]  purchases  Maintenance  Services
          -----------------
     pursuant  to  Article  9,  [OMITTED] will pay the relevant Maintenance Fee,
     which  Maintenance  Fee  is  payable  quarterly.  Licensor  may invoice for
     Maintenance  Services  up to ninety (90) days in advance and [OMITTED] will
     pay  such  invoices  under  Section (6.5).

(6.3)     Taxes.  Unless  specifically  agreed:  (i)  Licensor  will  be  solely
          -----
     responsible for and [OMITTED] will not owe any applicable sales or use tax;
     and  (ii)  all  License  Fees  and Maintenance Fees stated in Exhibit B are
     deemed  inclusive  of all forms and types of taxes in all jurisdictions. In
     no  event  will  [OMITTED] owe any taxes attributable to Licensor's income.

(6.4)     Expenses.  Licensor is solely responsible for any expenses incurred by
          --------
     it or at its direction in connection with the Software.

(6.5)     Invoices.  Licensor  will  provide  [OMITTED] with an itemized invoice
          --------
     for  all  License Fees and Maintenance Fees that become due hereunder. Each
     valid and undisputed invoice will be due and payable within sixty (60) days
     after  [OMITTED]  receipt  of  such  invoice.

(6.6)     Most  Favored  Terms.  Licensor represents and warrants that the terms
          --------------------
     and conditions (including the pricing terms) of this Agreement are and will
     be  comparable  to  or  better  than  the  terms  and conditions offered by
     Licensor  to  any  of  its commercial customers of equal or lesser size for
     comparable  software  programs,  deliverables  or  services.  An officer of
     Licensor  will  certify  in writing Licensor's compliance with this Section
     (6.6)  within  thirty  (30) days of each anniversary of the Effective Date.

7.   ACCEPTANCE  TESTING

(7.1)     Acceptance  Testing.  [OMITTED]  is  entitled  to  perform  Acceptance
          -------------------
     Testing  of  the  Software.  The  term  "Acceptance  Testing" means testing
     performed by [OMITTED] to determine whether the Software complies with: (i)
     the Documentation; and (ii) [OMITTED] reasonable expectations. If [OMITTED]
     reasonably  determines  that  such  Software complies with the foregoing or
     otherwise  decides in its sole discretion to accept the Software, [OMITTED]
     will  notify  Licensor  in  writing  of  its  acceptance  of  the  Software
     ("Acceptance").  [OMITTED] will use reasonable commercial efforts to notify
     Licensor  on  or  before  any  acceptance  date  set  forth  in  Exhibit  B
     ("Acceptance  Date"). Payment by [OMITTED] of any License Fees, Maintenance
     Fees or other consideration to Licensor or use of the Software by [OMITTED]
     prior  to  Acceptance  will  not  constitute  [OMITTED]  Acceptance of such
     Software.  Further,  Acceptance  of  the  Software  will  be  revocable  by
     [OMITTED]  upon  failure  of  Acceptance  Testing for the Software or later
     discovery  of  material  defects,  deficiencies  or  nonconformity  in  the
     accepted Software which were not reasonably discoverable by [OMITTED] prior
     to  such  Acceptance.

(7.2)     Failure  of  Acceptance  Testing.  If [OMITTED] notifies Licensor that
          --------------------------------
     the  Software  or  any  portion  thereof  fails to pass Acceptance Testing,
     Licensor  will  correct  all  deficiencies not later than ten (10) calendar
     days  after receipt of [OMITTED] notice of such failure. Within thirty (30)
     calendar  days after such corrections have been made, [OMITTED] will retest
     the  Software.  If  the  Software still fails Acceptance Testing, [OMITTED]
     may,  in its sole discretion: (i) grant Licensor additional time to correct
     the outstanding deficiencies; or (ii) without prejudice to any of [OMITTED]
     other  rights  and  remedies  under  this Agreement or at law or in equity,
     terminate  this Agreement, in which event [OMITTED] promptly will return or
     destroy  all  copies  of  the  Software  and  Licensor  will  refund


                                       12
<PAGE>
     promptly  any License Fees, Maintenance Fees or other consideration paid to
     Licensor  thereunder.

8.   REPRESENTATIONS,  WARRANTIES,  COVENANTS  AND  LIMITATION  OF  LIABILITY
     ------------------------------------------------------------------------

(8.1)     Noninfringement.  Licensor  represents,  warrants  and covenants that:
          ---------------
     (i)  it  has  and  will  have  all  rights,  titles, licenses, intellectual
     property,  permissions  and  approvals  necessary  in  connection  with its
     performance  under this Agreement and to grant [OMITTED] the rights granted
     hereunder; (ii) neither the Software nor its use as contemplated under this
     Agreement,  do  or  will  infringe,  violate,  trespass  or  in  any manner
     contravene  or  breach  any  patent, copyright, trademark, license or other
     property  or  proprietary  right  or  constitute  the  unauthorized  use or
     misappropriation  of  any  trade  secret  of any third party; and (iii) the
     Software,  and  its use as contemplated hereunder, complies and will comply
     with  all  applicable  laws.

(8.2)     Maintenance  Services.  Licensor  represents,  warrants  and covenants
          ---------------------
     that:  (i)  all  Maintenance  Services  and  other  services  provided  in
     connection  with  this  Agreement  are and will be performed to the best of
     Licensor's  ability  and  in  an  effective,  timely,  professional  and
     workmanlike  manner;  (ii)  Licensor  personnel  performing  any  services
     hereunder  will  be  appropriately  trained  and  have  a  level  of  skill
     commensurate  with  the  requirements  of this Agreement, and Licensor will
     promptly replace any person who is performing services under this Agreement
     upon  [OMITTED]  reasonable  request; (iii) Licensor has no present plan or
     intent  to  discontinue the availability of Maintenance Services (including
     the  provision of Upgrades) for the Software and will give [OMITTED] prompt
     written  notice  of  any  such  future plan or intent; and (iv) any and all
     Upgrades  shall  at  all times be compatible with the Software, any and all
     hardware  provided  by  Licensor,  and  any  and  all Customizations to the
     Software  created  by  Licensor  hereunder.

(8.3)     Provided  Resources. Licensor represents, warrants, and covenants that
          -------------------
     (i)  all of the services, Software, systems, hardware, equipment, and other
     resources  and  materials  that  are  provided  by  Licensor  to [OMITTED],
     otherwise  utilized by Licensor, or approved by Licensor for utilization by
     [OMITTED],  shall  be fully and successfully integrated and interfaced with
     and  shall  be compatible with, all software, services, systems, items, and
     other  resources  that  are  owned  by  or  leased or licensed to [OMITTED]
     (including,  but  not limited to, any and all hardware provided by Licensor
     to  {OMITTED]),  or  that  are provided to {OMITTED] by third-party service
     provider,  and (ii) none of the Software, hardware, or other items provided
     to [OMITTED] by Licensor shall be adversely affected by, or shall adversely
     affect,  those  of  any such third-party providers or [OMITTED] Affiliates,
     whether  as  to  functionality,  speed,  service levels, interconnectivity,
     reliability,  availability,  performance,  response  times,  or  otherwise.

(8.4)     Viruses.  Licensor  represents,  warrants  and  covenants  that  the
          -------
     Software  does  not  and  will  not  contain  any computer code designed to
     disrupt,  disable,  harm,  or  otherwise  impede  in  any manner, including
     aesthetical  disruptions  or  distortions, the operation of the Software or
     any  System  (referred  to  as  "viruses"  or  "worms").

(8.5)     Other  Code.  Licensor  represents,  warrants  and  covenants that the
          -----------
     Software  does  not  and will not contain any computer code that: (i) would
     disable  the  Software  or  any System or impair in any way their operation
     based  on  the elapsing of a period of time, the exceeding of an authorized
     number  of copies, or the advancement to a particular date or other numeral
     (referred  to  as  "time  bombs", "time locks", or "drop dead" devices); or
     (ii) would permit Licensor or any third party to access the Software or any
     System  (referred  to  as  "traps", "access codes" or "trap door" devices).

(8.6)     Date-related  Functions.  Licensor  represents, warrants and covenants
          -----------------------
     that  the  Software will operate in a manner which is consistent with their
     intended  use  and  which prevents ambiguous or erroneous output, including
     with  respect  to  all  date-related  data  and  functions.

(8.7)     Defects; Errors.  Licensor represents, warrants and covenants that (i)
          ---------------
     the  Software  will properly operate without a defect or an Error, and (ii)
     the  Software will properly scale to [OMITTED] technical environment and in
     accordance  with  [OMITTED]  reasonable  requirements. Without limiting the
     foregoing,  Licensor  represents, warrants and covenants that each Software
     will  operate  properly  in  conjunction  with  [OMITTED] current operating
     environment  and  in  conjunction with any reasonable, standard upgrades to
     such  operating


                                       13
<PAGE>
     environment.  Upon  Acceptance  and  thereafter for the [ONE HUNDRED EIGHTY
     (180)]  day  period  following such Acceptance (the "Warranty Period"), and
     thereafter  during  periods  for  which [OMITTED] has purchased Maintenance
     Services,  if [OMITTED] reports any non-compliance with this Section (8.7),
     Licensor  will  correct  such  non-compliance,  at  no  additional  cost to
     [OMITTED],  in  accordance  with  Exhibit  C.

(8.8)     Documentation.  Licensor  represents,  warrants and covenants that the
          -------------
     Documentation:  (i)  does  and  will accurately and completely describe the
     Software;  (ii)  is  and  will be complete, free of errors and sufficiently
     detailed to allow [OMITTED] personnel to operate and use such Software; and
     (iii) will be updated as and when any Upgrade is provided for such Software
     and  such  updated Documentation will be delivered by Licensor to [OMITTED]
     promptly  upon  any such update pursuant to Section (3.1) ("Deliverables").

(8.9)     Disclaimer.  EXCEPT  AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
          ----------
     PARTY  MAKES  ANY  OTHER  WARRANTY,  EXPRESS  OR IMPLIED, INCLUDING WITHOUT
     LIMITATION  ANY  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR A
     PARTICULAR  PURPOSE.

(8.10)    Limitation  of Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
          ------------------------
     THIS AGREEMENT, IN NO EVENT WILL LICENSOR OR [OMITTED] OR ITS AFFILIATES BE
     LIABLE  FOR  ANY  INDIRECT,  INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
     DAMAGES  (INCLUDING  WITHOUT  LIMITATION  LOST PROFITS) EVEN IF IT HAS BEEN
     ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,
     NO  LIMITATION OR EXCLUSION OF LICENSOR'S LIABILITY WILL APPLY WITH RESPECT
     TO  ANY  CLAIMS ARISING OUT OF OR RELATING TO ARTICLES 4 ("NON-DISCLOSURE")
     AND ARTICLE 10 ("INTELLECTUAL PROPERTY INDEMNIFICATION") OF THIS AGREEMENT,
     OR  ITS  WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR ANY CLAIMS FOR PERSONAL
     INJURY  OR  PROPERTY  DAMAGE  (INCLUDING  WITHOUT  LIMITATION  ALL  COSTS
     ASSOCIATED  WITH  THE  RECOVERY  OR  REPLACEMENT  OF LOST OR DAMAGED DATA).

9.   SERVICES
     --------

(9.1)     Maintenance  Services.  During  the  term  of this Agreement, Licensor
          ---------------------
     provides  [OMITTED] with an open offer to purchase Maintenance Services, in
     accordance  with the terms set forth in Section (6.1) ("Maintenance Fees"),
     for  the Software. Any payment for Maintenance Services will commence after
     the  expiration  of  the relevant Warranty Period. Maintenance Services for
     the  Software  will  automatically  renew for one (1) year periods, or such
     other  period  as  mutually agreed upon in writing by the parties. Licensor
     will  provide  [OMITTED] with written notice of each such automatic renewal
     at  least ninety (90) days prior to the end of the then-current Maintenance
     Services  term  and  [OMITTED]  may  elect  not  to  renew such Maintenance
     Services  within  thirty  (30)  days of such written notice or, if Licensor
     fails  to  provide written notice, at any time thereafter. Without limiting
     the foregoing, [OMITTED] may terminate the relevant Maintenance Services at
     the  end  of any quarter during the relevant Maintenance Services term upon
     thirty  (30)  days'  prior  written  notice  to  Licensor.  The Maintenance
     Services  to  be provided by Licensor to [OMITTED] are set forth in Exhibit
     C.

(9.2)     Customization  Services.  Upon  receipt  of  a  written  request  from
          -----------------------
     [OMITTED],  Licensor  shall  promptly  perform  for  [OMITTED]  any and all
     services  requested  by  [OMITTED]  with  respect  to  the  customization,
     integration,  implementation,  or  modification  of  the  Software,  which
     services  Licensor  shall perform on a time-and-materials basis at the rate
     of  [$150.00]  per  hour.  Licensor shall invoice [OMITTED] for any and all
          -------
     such  services  in  accordance  with  the  terms  of  Section (6.5) hereof.
     [OMITTED]  shall  not  be responsible for, and shall have no liability for,
     services performed by Licensor without [OMITTED] written approval.

10.  INTELLECTUAL PROPERTY INDEMNIFICATION
     -------------------------------------

(10.1)    Indemnification  by  Licensor.  Licensor,  at  its  expense,  will
          -----------------------------
     indemnify, defend and hold harmless [OMITTED] and its Affiliates and any of
     their  officers,  directors,  employees,  agents,  consultants,  other
     representatives  and  any  third


                                       14
<PAGE>
     parties  permitted to use the Software pursuant to Section (2.1) ("Grant of
     License")  (collectively,  the "Indemnified Parties") from all liabilities,
     costs,  losses,  damages  and expenses (including reasonable attorneys' and
     experts' fees and expenses as well as interparty damages caused by Licensor
     or  third  parties)  and  will reimburse such fees and expenses as they are
     incurred,  including  in  connection with any claim or action threatened or
     brought  against the Indemnified Parties, arising out of or relating to any
     claim  that  the  Software  or  any  portion  or  use  thereof, any related
     Maintenance  Services,  or  any  other  services  performed  by  Licensor
     hereunder:  (i)  constitutes  an  infringement,  violation,  trespass,
     contravention  or  breach  of  any patent, copyright, trademark, license or
     other  property or proprietary right of any third party, or constitutes the
     unauthorized  use  or  misappropriation  of  any  trade secret of any third
     party; or (ii) is not in compliance with any applicable law. [OMITTED] will
     promptly  notify  Licensor  of any such claim or action and will reasonably
     cooperate  with  Licensor  in  the  defense  of  such  claim  or action, at
     Licensor's  expense.

(10.2)    [OMITTED]  Right  to  Participate.  Licensor  will  have  the right to
          ---------------------------------
     conduct  the  defense  of any such claim or action and all negotiations for
     its  settlement  or  compromise  except  that  [OMITTED]  may  in  its sole
     discretion  participate  in  the  defense  of  any  such claim or action at
     [OMITTED]  expense.  Without  limiting  the  foregoing,  Licensor  may not,
     without  [OMITTED]  prior written consent, settle, compromise or consent to
     the  entry  of  any  judgment  in any such commenced or threatened claim or
     action,  unless  such  settlement,  compromise  or consent: (i) includes an
     unconditional  release  of  the  relevant  Indemnified  Parties  from  all
     liability  arising out of such commenced or threatened claim or action; and
     (ii)  is  solely monetary in nature and does not include a statement as to,
     or an admission of fault, culpability or failure to act by or on behalf of,
     any  Indemnified Party or otherwise adversely affect any Indemnified Party.
     If  Licensor  fails  to  appoint  an attorney within ten (10) calendar days
     after [OMITTED] has notified Licensor of any such claim or action, or after
     Licensor  becomes  aware  of  such  claim  or action, whichever is earlier,
     [OMITTED] will have the right to select and appoint an alternative attorney
     and  the  reasonable  cost  and  expense  thereof will be paid by Licensor.

(10.3)    Election of Remedy.  If the Software or related Maintenance Service or
          ------------------
     other  service,  or  any  portion  thereof,  becomes,  or  in Licensor's or
     [OMITTED]  reasonable  opinion is likely to become, the subject of any such
     claim or action, then [OMITTED] may require Licensor to either: (i) procure
     for  [OMITTED] the right to continue using the Software or such service, or
     such  portion  thereof, as contemplated hereunder; (ii) modify the Software
     or  such  service,  or  such portion thereof, to render same non-infringing
     (provided  such  modification  does  not  adversely  affect the use of such
     Software or such service, or such portion thereof, as reasonably determined
     by [OMITTED]); or (iii) replace same with an equally suitable, functionally
     equivalent, compatible, non-infringing software program or such service, as
     reasonably  determined  by  [OMITTED]. If none of the foregoing is possible
     and  if  such  Software  or  service,  or such portion thereof, is found to
     infringe by a court, Licensor or [OMITTED] will have the right to terminate
     the  Agreement  with  respect to such Software or service and Licensor will
     refund  to  [OMITTED]  all  amounts  paid by [OMITTED] for such Software or
     service.  Any  termination of the Agreement by [OMITTED] under this Section
     (10.3)  will  be  without  prejudice to any other rights and remedies which
     [OMITTED] may have under this Agreement or at law or in equity.

11.  TERM
     ----

(11.1)    Term.  This  Agreement  is effective as of the Effective Date and will
          ----
     continue until terminated in accordance with Article 13.

12.  TERMINATION
     -----------

(12.1)    Termination  for Material Breach.  If a party materially breaches this
          --------------------------------
     Agreement  (the  "Defaulting Party"), and such breach is incapable of cure,
     or  with  respect  to  such breaches capable of cure, such Defaulting Party
     does  not  cure such breach within twenty (20) days after written notice of
     material  breach, the non-defaulting party may terminate the Agreement upon
     written  notice to the Defaulting Party. Termination of this Agreement will
     be  without  prejudice  to  any  other  rights  and  remedies  that  the
     non-defaulting  party may have under this Agreement or at law or in equity.


                                       15
<PAGE>
(12.2)    Effect  of  Termination.  Any  termination  of this Agreement will not
          -----------------------
     terminate the license and, in addition to all of [OMITTED] other rights and
     remedies  under  this  Agreement  or  at law or in equity [OMITTED] will be
     entitled  to  retain  and  use  all  copies  of  the  Software in [OMITTED]
     possession  or  control.

(12.3)    Bankruptcy  Proceeding; Escrow.  Upon termination by [OMITTED] of this
          ------------------------------
     Agreement  pursuant  to Section (12.1) ("Termination for Material Breach"),
     or  if Licensor: (i) becomes insolvent or generally fails to pay, or admits
     in writing its inability to pay, its debts as they become due; (ii) applies
     for  or  consents  to  the  appointment  of  a  trustee,  receiver or other
     custodian  for  Licensor,  or makes a general assignment for the benefit of
     its  creditors;  (iii)  commences  any  bankruptcy,  reorganization,  debt
     arrangement, or other case or proceeding under any bankruptcy or insolvency
     law,  or  any  dissolution  or liquidation proceedings (each, a "Bankruptcy
     Proceeding");  or (iv) has a Bankruptcy Proceeding commenced against it and
     such  Bankruptcy  Proceeding is not dismissed within thirty (30) days, then
     [OMITTED]  will  be  entitled to receive access to the Deposit Materials in
     accordance  with  the  procedures  set  forth  in the Escrow Agreement. The
     Escrow  Agreement  is supplementary to this Agreement pursuant to 11 U.S.C.
     365(n),  as  the  same  may  be  amended or supplemented from time to time.

13.  GENERAL

(13.1)    Escrow Obligations.  In accordance with the Escrow Agreement, Licensor
          ------------------
     will  deposit  with  the  Escrow  Agent the relevant Deposit Materials upon
     Acceptance  of  each  Software.  Licensor  will  also  update  the  Deposit
     Materials  with  the  Escrow  Agent  as  required  pursuant  to  the Escrow
     Agreement,  which  updates  will  include updated Deposit Materials for all
     Upgrades  provided hereunder. Upon [OMITTED] request, but no more than once
     per  year unless Licensor is not in compliance with its escrow obligations,
     Licensor  will  certify  in writing its compliance with this Section (13.1)
     and  with  the  Escrow  Agreement, which certification will be signed by an
     officer  of  Licensor.  Each  of  the Deposit Materials will be released to
     [OMITTED]  as set forth in this Agreement in accordance with the procedures
     set  forth  in  the  Escrow  Agreement  upon  the  occurrence of any of the
     following events: (i) Licensor fails to provide any services to be provided
     under  this  Agreement for a period that exceeds three (3) days, including,
     but  not  limited to, with respect to the Software or any hardware provided
     by  Licensor  to  [OMITTED];  or  (ii)  any  of the conditions described in
     Section  0  hereof  are met. [OMITTED] will solely own all right, title and
     interest in and to and have the exclusive right to use any modifications to
     the  Software,  including  the  Source Code and any other Deposit Materials
     made  by  or  for [OMITTED] after the release of the Deposit Materials. For
     purposes  of  this  Agreement,  "Escrow  Agent" means the independent third
     party  that  has  been appointed pursuant to the Escrow Agreement to hold a
     copy  of  the Deposit Materials in accordance with the terms and conditions
     of  the  Escrow  Agreement.

(13.2)    License  of  Intellectual  Property;  365(n).  The  Software  and  the
          --------------------------------------------
     Deposit  Materials  are  "intellectual  property"  as  defined in 11 U.S.C.
     101(35A)  which  have been licensed hereunder in a contemporaneous exchange
     for  value  and this Agreement will be governed by 11 U.S.C. 365(n), as the
     same  may  be  amended or supplemented from time to time, if Licensor files
     for  bankruptcy.

(13.3)    UCITA  Not  Applicable.  This  Agreement  and  the  transactions
          ----------------------
     contemplated  herein  is  not  and  will  never  be  subject to the Uniform
     Computer  Information Transactions Act (prepared by the National Conference
     of  Commissioners  on  Uniform  State  Laws)  as  currently  enacted by any
     jurisdiction  or  as  may  be  codified or amended from time to time by any
     jurisdiction.

(13.4)    Insurance.  Licensor  will,  during the term of this Agreement, at its
          ---------
     sole  cost  and  expense,  obtain  and  maintain  in full force and effect,
     subject  to  [OMITTED]  reasonable  approval,  (i)  Errors  and  Omissions
     Insurance  (including  network  security,  cyber-attack  and  web  content
     liability)  in  an  amount  of  at  least Five Million Dollars ($5,000,000)
     naming  [OMITTED]  and  [OMITTED]  Affiliates  as  additional  insureds and
     covering  them  with  respect to actions of Licensor's Representatives, and
     (ii)  insurance  covering  the infringement of a third party's intellectual
     property  in  an  amount  of  at least one million dollars ($1,000,000) and
     naming  [OMITTED] and [OMITTED] Affiliates as additional insureds (as their
     interests  may  appear). Licensor will provide [OMITTED] with a copy of all
     relevant  certificates  of insurance upon [OMITTED] request including those
     evidencing


                                       16
<PAGE>
     that [OMITTED] has been added as an additional insured.

(13.5)    Security  and  Supervision.  Licensor's  personnel,  when on [OMITTED]
          --------------------------
     premises  or accessing [OMITTED] networks or providing maintenance services
     hereunder,  will  comply  with  all  of [OMITTED] security, supervision and
     other  standard  procedures  applicable  to  such  personnel.

(13.6)    Assignment.  Neither  party  will  assign,  as a result of a change of
          ----------
     control  (which shall be deemed to be an assignment) or by operation of law
     or  otherwise,  its  rights or obligations under this Agreement without the
     prior  written  consent of the other party and any attempt to do so without
     such  consent  will  be null and void. For purposes of this Section (13.6),
     "change  of  control"  will  mean  the  direct  or  indirect  change in the
     ownership,  operation or control of a party, whether resulting from merger,
     acquisition (including an acquisition of substantially all of the assets of
     such  party),  consolidation  or  otherwise.

(13.7)    Former  Affiliates.  In  the  event that any Affiliate of [OMITTED] or
          ------------------
     any  portion  of  the  business or operations thereof undergoes a change in
     control  (a  "Former  Affiliate")  Licensor  will  continue to provide such
     Former Affiliate the license and services described in this Agreement for a
     period  of  twelve  (12) months following such change in control, and after
     such  twelve  (12) month period, Licensor will offer to provide such Former
     Affiliate  a  license  to  use  the  Software and to provide to such Former
     Affiliate  all related services and all other rights and protections on the
     same  terms  and conditions as provided to such Former Affiliate under this
     Agreement  prior  to any such change in control. In the event that a Former
     Affiliate receives a license from Licensor pursuant to this Section (13.7),
     [OMITTED] will receive a reduction in its License Fees and Maintenance Fees
     proportionate  to  its  reduced  usage of Software Products and Maintenance
     Services.

(13.8)    Notices.  All  notices  given under this Agreement must be in writing,
          -------
     sent  to the person and address designated in the this Agreement or to such
     other  addresses  as  Licensor  or [OMITTED] may designate pursuant to this
     Section  (13.8),  by  certified  mail (return receipt requested), overnight
     courier  or  personal delivery. Notice will be deemed given upon receipt. A
     copy  (which  will  not constitute notice hereunder) of any notice given by
     Licensor  to  [OMITTED]  will  likewise  be  sent  to:

[OMITTED]

Attn:
       ---------------------------------------
                  [omitted]
----------------------------------------------
----------------------------------------------
Facsimile:        [omitted]

Subject  to Section (13.12) ("No Waiver by Conduct"), other notices may be given
by  facsimile  or  email.

(13.9)    Remedies.  Each  party  acknowledges  that  a breach of certain of its
          --------
     obligations  under  this  Agreement,  other  than  any  payment obligations
     hereunder,  may  result  in  irreparable and continuing damage to the other
     party for which monetary damages may not be sufficient, and agrees that the
     other  party  will be entitled to seek, in addition to its other rights and
     remedies hereunder or at law, injunctive or all other equitable relief, and
     such  further  relief  as  may  be  proper  from  a  court  of  competent
     jurisdiction.

(13.10)   Interpretation.  The  terms  and  conditions of this Agreement are the
          --------------
     result  of  negotiations  between the parties. The parties intend that this
     Agreement  should  not  be  construed  in  favor of or against any party by
     reason  of  the  extent  to  which  any  party or its professional advisors
     participated  in  the  preparation  or  drafting  of  the  Agreement.

(13.11)   Entire  Agreement.  This  Agreement,  as well as the Escrow Agreement,
          -----------------
     constitutes  the  complete  agreement and understanding between the parties
     with  respect  to  the  subject  matter  hereof,  and  supersedes all prior
     agreements  and  understandings  between  the  parties.

(13.12)   No Waiver by Conduct.  No waiver of any of the terms of this Agreement
          --------------------
     will  be valid unless in writing and designated as such. Any forbearance or
     delay on the part of either party in enforcing any of its rights under this
     Agreement  will  not be construed as a waiver of such right to enforce same
     for  such  occurrence  or  any  other  occurrence.

(13.13)   Independent Contractor.  Licensor acknowledges that it is acting as an
          ----------------------
     independent contractor, that Licensor is solely responsible for its actions
     or  inactions,  and  that  nothing  in  this Agreement will be construed to
     create  an agency or employment relationship between [OMITTED] and Licensor
     or  its Representatives. Licensor is not authorized to enter into contracts
     or


                                       17
<PAGE>
     agreements  on  behalf  of  [OMITTED] or to otherwise create obligations of
     [OMITTED] to third parties. Neither Licensor nor any of its Representatives
     are  [OMITTED] employees for any purpose, including for: (i) federal, state
     or  local  tax,  employment,  withholding  or  reporting  purposes; or (ii)
     eligibility  or  entitlement  to  any  benefit  under  any of the [OMITTED]
     employee  benefit  plans  (including those that are subject to the Employee
     Retirement  Income  Security  Act  of  1974,  as  amended),  incentive,
     compensation  or  other  employee  programs  or  policies.

(13.14)   No  Publicity.  Licensor  agrees  not  to  disclose  the  identity  of
          -------------
     [OMITTED]  or its Affiliates or any of their directors, officers, managers,
     employees,  consultants  or agents as a customer or prospective customer of
     Licensor  or  the  existence  or  nature  of  this  Agreement.

(13.15)   Severability.  If  any one or more of the provisions of this Agreement
          ------------
     are  for any reason held to be invalid, illegal or unenforceable by a court
     of  competent jurisdiction, the remaining provisions of this Agreement will
     be  unimpaired  and  will remain in full force and effect, and the invalid,
     illegal  or  unenforceable provision will be replaced by a valid, legal and
     enforceable  provision  that  comes  closest  to  the intent of the parties
     underlying  the  invalid,  illegal  or  unenforceable  provision.

(13.16)   Survival.  Any provision of this Agreement which, by its nature, would
          --------
     survive  termination  or expiration of this Agreement will survive any such
     termination  or  expiration  of this Agreement, including Articles/Sections
     (2.1)  ("Grant  of  License"), 4 ("Non-Disclosure"), 5 ("Ownership"), (7.2)
     ("Failure  of  Acceptance  Testing"),  8  ("Representations,  Warranties,
     Covenants  and  Limitation  of  Liability"),  10  ("Intellectual  Property
     Indemnification"), 12 ("Termination"), and 13 ("General").

(13.17)   Governing  Law  and  Choice of Forum.  This Agreement will be governed
          ------------------------------------
     by,  and  construed  in  accordance with, the internal laws of the State of
     Illinois,  without  regard  to  its  choice of laws principles. The parties
     hereby  irrevocably consent to the exclusive jurisdiction of, and venue in,
     any  federal or state court of competent jurisdiction located in the County
     of  Cook, Illinois for the purposes of adjudicating any matter arising from
     or  in  connection  with  this  Agreement.

(13.18)   Counterparts;  Method  of  Amendment.  This Software License Agreement
          ------------------------------------
     and  any amendments thereto may be executed in counterparts and will not be
     effective  or  enforceable  unless  and  until  it  is  executed  with  the
     handwritten  signature  of  an  authorized  representative  of  each of the
     relevant  entities.  Without  limiting the foregoing, none of the following
     will  amend  or  modify  this Agreement: (i) terms and conditions which are
     displayed  or  conveyed  electronically  or  are  associated  with,  or are
     responded  to  by the operation of a mouse or other pointing device, typing
     on  a  keyboard,  "virtual"  actions,  an  automated  computer program, the
     removal  of  shrinkwrap,  the  opening  of a package, the loading or use of
     software  or other goods or services, or any other action other than such a
     handwritten  signature  as  described  in  the  previous  sentence; or (ii)
     payment  by  [OMITTED]  of  any  License  Fees,  Maintenance  Fees or other
     consideration to Licensor or use of or any other action with respect to the
     Software  or  any  services.


                                       18
<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Software License Agreement to
be  executed  by  their  duly  authorized  representatives.

                              LICENSOR:  RAPIDTRON,  INC.
                                         ----------------


                              By:  /s/  John A. Creel
                                   ---------------------------------------------
                                   Name:  JOHN  A.  CREEL
                                   Title: CEO/PRESIDENT
                                   Date:  08/14/03

                              [OMITTED]


                              By:  /S/  OMITTED
                                   ---------------------------------------------
                                   Name:  OMITTED
                                   Title: Senior Vice President [ILLEGIBLE]
                                   Date:  08/20/03


                                       19
<PAGE>
                                    EXHIBIT A
                                    ---------

                                ESCROW AGREEMENT
                                  See Attached







                                Exhibit A, Page 1
<PAGE>
                                    EXHIBIT B
                                    ---------

This  Exhibit  is  entered into as of the __ day of June, 2003, pursuant to, and
incorporates  herein  by  reference  the  terms  and conditions of, the Software
License  Agreement,  entered  into as of the __ day of June, 2003 (the "Software
License  Agreement"),  by  and  between  [OMITTED]  ("[OMITTED")  and
____________________  ("Licensor").

Licensor  will  provide  and license the following Software to [OMITTED] and its
Affiliates  under the terms and conditions of the Software License Agreement and
this  Exhibit:

I.   DESCRIPTION OF SOFTWARE AND INSTALLATION AND ACCEPTANCE DATES:

     The software consists of two compiled Microsoft COM objects named
     PiiAGC20.dll and PiiSrv.dll. The purpose of these objects is to allow
     [OMITTED] proprietary application to interface with the Rapidtron's access
     control gates.

     Functional/Technical Requirements:
     ---------------------------------

     -    The Software shall at all times operate and properly function on a
          Windows platform and in a Citrix environment. The Software should in
          no way limit the number of concurrent users that can access a single
          server.

     -    The Software shall at all times remain compatible and function
          properly on a TCP/IP network configured with multiple subnets.

     -    The Software shall at all times remain compatible and function
          properly with all versions of the Rapidtron hardware and firmware
          installed at [OMITTED] locations.

     Implementation Date (date by which installation must be complete):
     -----------------------------------------------------------------
     Implementation complete

     Acceptance Date (date by which [OMITTED] may accept the Software):
     -----------------------------------------------------------------
     ACCEPTANCE COMPLETE EXCEPT FOR DEMONSTRATION OF ABILITY TO SCALE TO 400
     PLUS CLUBS

     Third-Party Software:
     --------------------

II.   TRAINING: COMPLETE

III. PAYMENTS:

     Paid-up License Fees
     --------------------

     Quarterly Maintenance Fees
     --------------------------

IV.  SPECIAL CONDITIONS (IF ANY):

     1.   The Software may be used by the following third parties pursuant to
     Section 2.2(ii) of the Software License: any and all franchisees,
     subsidiaries, and joint ventures of [OMITTED], which, for the purposes of
     this Agreement, shall be deemed "Affiliates" pursuant to the Agreement.


                                Exhibit B, Page 1
<PAGE>
Exhibit 10.1

                                    EXHIBIT C
                                    ---------

                         MAINTENANCE SERVICES AGREEMENT

Licensor  will  provide  [OMITTED]  with the following Maintenance Services with
respect  to  the  Software:

1.   24  x 7 Support; Severity Levels. Licensor will provide support services on
     --------------------------------
     a  7  a.m.  CST  to  10  p.m.  CST  x 365 basis and will respond to service
     requests and correct Errors or provide a Work-Around in accordance with the
     severity  level  reasonably  assigned  by  [OMITTED]  as  follows:

<TABLE>
<CAPTION>
          SEVERITY LEVEL      RESPONSE TIME          CORRECTION TIME
<S>                       <C>                     <C>
          Severity 1      One (1) hour            Four (4) hours
          Severity 2      One (1) hour            Eight (8) hours
          Severity 3      Three (3) hours         Seventy-two (72) hours
          Severity 4      Twenty-four (24) hours  Two (2) weeks
</TABLE>

     (a)  A  Severity  1  Error:  (i)  causes the Software to cease operating or
          operating  in  any  material respect; or (ii) is likely to directly or
          indirectly  delete,  impair, damage or corrupt (collectively with (i),
          "Damage")  any  System or [OMITTED] data. A Severity 1 Error will also
          include  any  Error  in the Software that poses directly or indirectly
          imminent  harm  to  any  System  or  [OMITTED]  data.

     (b)  A  Severity 2 Error: (i) causes a significant function of the Software
          to  be  impaired  although it still operates; (ii) may cause Damage to
          any  System  or  [OMITTED]  data; or (iii) may have a material adverse
          impact  on  [OMITTED]  business.

     (c)  A  Severity  3  Error  causes  a  minor function of the Software to be
          impaired  which  adversely  affects, or is likely to adversely affect,
          [OMITTED]  business.

     (d)  A  Severity  4 Error causes a minor function to be impaired, but there
          is  no  likely  adverse  effect  on  [OMITTED]  business.

          As  used  herein, a "Work-Around" means a temporary work-around, patch
          or  bypass  supplied  by  Licensor in order to temporarily correct the
          Error;  provided,  however,  that:  (a)  the Software's functionality,
                  --------   -------
          compatibility  or  use  is  not  adversely  affected;  and  (b)  the
          Work-Around is not unduly burdensome to [OMITTED]. Notwithstanding the
          availability  of  a Work-Around, Licensor will continue to work to fix
          the  Error  and,  in  any event, provide [OMITTED] with the applicable
          permanent correction within: (i) ten (10) calendar days for a Severity
          1  or  2  Error;  or (ii) three (3) weeks for a Severity 3 or 4 Error.

2.2  (a)  Notification  of  Errors;  Response.  [OMITTED] may notify Licensor of
          -----------------------------------
     any  Errors,  including  the Severity Levels of such Errors, via Licensor's
     help  desk,  which  can be reached at [866-877-0127] on the days and during
     the  hours  of  [7  a.m.  CST  to 10 p.m. CST], and otherwise via beeper at
                      ----------------------------
     [N/A*]].  Licensor  will  respond to [OMITTED] by phone as soon as possible
     and  in  any event within the relevant response time set forth in Section 1
     of  this  Exhibit  C. *If no one is at this number it will be automatically
     transferred  to  an  active  number.

     (b)  Error  Resolution.  If  [OMITTED] notifies Licensor of a Severity 1, 2
          -----------------
     or  3 Error, Licensor will assign a programmer to correct such Error within
     the  relevant  response  time  for such Error. The programmer will use best
     efforts  to  correct  the  Error  in  an expeditious manner and will inform
     [OMITTED]  of  the  programmer's  progress,  including  the  steps taken to
     resolve  the  Error,  the expected time for resolution of the Error and any
     resolution  of  the  Error.

     (c)  Error  Escalation.  If  the  Error  has  not  been  corrected,  or  a
          -----------------
     Work-Around  has  not  been  provided,  within the relevant correction time
     periods  set  forth  in  Section  1  of  this Exhibit C, then Licensor will
     escalate  the  Error  immediately to Licensor's senior programmer who wrote
     the  Software or, if such programmer is not available, to one of Licensor's
     other  senior  programmers  (collectively,  the  "Senior  Programmer"). The
     Senior  Programmer  will  use  best  efforts  to  correct  the  Error in an
     expeditious  manner  and  will  inform [OMITTED] of the Senior Programmer's
     progress, including the steps taken to resolve the Error, the expected time
     for  resolution of the Error and any resolution of the Error. Licensor will
     provide  the  Senior Programmer with as much assistance as necessary to fix
     the  problem  as  soon as possible. If the Senior Programmer cannot correct
     such  Error  within  a reasonable time period as determined by [OMITTED] in
     its  sole  discretion,  Licensor  will,  within  twenty-four  (24) hours of
     [OMITTED]  request,  provide  on-site  services  at  no  additional cost to
     [OMITTED].  Further,  with  [OMITTED]  prior  consent,


<PAGE>
     Licensor  may  log-in  to [OMITTED] computer system and access the Software
     solely  for  the  purposes of Error diagnosis, correction and installation.

3.   Material  Breach  upon  Failure  of  Error Correction.  It will be deemed a
     -----------------------------------------------------
     material breach of the Agreement if Licensor will fail: (a) with respect to
     Severity  1,  2  or  3 Errors, to comply with the time periods set forth in
     Section  1  of  this  Exhibit  C  two  (2) times during any ninety (90) day
     period;  or (b) to correct, or provide a Work-Around for, a Severity 1 or 2
     Error  within  seventy-two  (72)  hours  after  [OMITTED]  original  notice
     thereof. Upon the occurrence of such event, in addition to (and not in lieu
     of)  any  other  rights  and  remedies  available  to  [OMITTED] under this
     Agreement  or  at  law or in equity, [OMITTED] may, in its sole discretion:

     (i)  if  such  material  breach occurs during the relevant Warranty Period,
          notwithstanding  the  twenty (20) day time period in Section (12.1) of
          this  Agreement,  immediately  terminate  the  Agreement in which case
          Licensor  will  promptly  refund  all  amounts  paid  by  [OMITTED] to
          Licensor  thereunder;  or

     (ii) if  such material  breach occurs during or after the expiration of the
          relevant  Warranty  Period,  notwithstanding  the twenty (20) day time
          period  set  forth  in  Section  (12.1) of this Agreement, immediately
          terminate this Agreement in accordance with Article 13 ("Termination")
          of  this  Agreement.

4.   Maintenance  for  Upgrades.  Licensor  will  provide  [OMITTED]  with prior
     --------------------------
     written  notice  (by  as much time as practicable but in no event less than
     (10)  days)  of  the  release  by  Licensor  of  any  revision,  upgrade,
     error-correction,  change,  enhancement,  amendment  or modification to the
     Software,  including  modifications necessary to allow the Software to work
     in  connection with revisions to the relevant operating system(s) (each, an
     "Upgrade",  which  term also includes a Work-Around), and will provide such
     Upgrade  to [OMITTED] with detailed instructions concerning installation at
     no  additional  cost  to  [OMITTED].  If  [OMITTED]  requests  Licensor  to
     demonstrate  such  Upgrade, Licensor will promptly demonstrate such Upgrade
     to  {OMITTED]  at  no  additional  cost.  If [OMITTED] requests Licensor to
     install  such  Upgrade,  Licensor  will promptly install such Upgrade at no
     additional cost. Notwithstanding anything to the contrary contained herein,
     [OMITTED]  will  not  be  required to install or have installed any Upgrade
     that  adversely  affects  [OMITTED]  use  of  the Software or any System or
     imposes any undue burden on [OMITTED]. In any event, Licensor will continue
     to  provide  the services described in this Exhibit C in connection with at
     least  the  version  that  is  then-currently  installed  on  the  relevant
     System(s)  and  the  two most recent prior versions of the Software. If any
     Upgrade  is  installed, such Upgrade will thereupon be deemed to be part of
     the  Software.




<PAGE>