RAPIDTRON, INC.

                                 2003 STOCK PLAN

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

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

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

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

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

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

     (c)  If  the  exercise  price  of  any  Option  granted  under  the Plan is
satisfied  by  tendering shares of Common Stock to the Company (by either actual
delivery  or  by  attestation),  only  the


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number  of  shares  of  Common  Stock  issued  net of the shares of Common Stock
tendered  shall  be  deemed  delivered  for  purposes of determining the maximum
number  of  shares  of  Common  Stock  available  for  delivery  under the Plan.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

               (i)  in  cash;

               (ii)  by  check;

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


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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

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


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

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

     14.  DEFINITIONS.
          -----------

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

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

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

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

     (e)  "CODE"  means  the  Internal  Revenue  Code of 1986, as heretofore and
           ----
          hereafter  amended,  and  the  regulations  promulgated  thereunder.

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


RAPIDTRON, INC.,
a Nevada corporation



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


                                                                              12
<PAGE>