RAPIDTRON (TM)


Peter  Dermutz
10766  Wellworth  Avenue
Los  Angeles,  CA  90024




                                December 29, 2003

     Re:  Repayment of Debt

Dear Peter Dermutz:

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

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

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

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

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



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

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                                 RAPIDTRON (TM)


Letter Agreement
December 29, 2003
Peter Dermutz


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

                                   Sincerely,

                                   /s/ John Creel
                                   John Creel, President




ACKNOWLEDGED AND AGREED:


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






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

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