SOFTWARE DEVELOPMENT AGREEMENT

     Software  Development Agreement (the "AGREEMENT") is made effective January
13,  2004  (the  "EFFECTIVE DATE"), between Rapidtron Inc. (the "PURCHASER") and
Pioneering  Innovation  Inc.  (the  "DEVELOPER").

     RECITALS:

     (a)  The  Developer  has  expertise  in  software  development;

     (b)  The  Purchaser  has  requested the Developer to custom develop for the
          Purchaser  certain  software;  and

     (c)  The Developer has agreed to develop such software for the Purchaser on
          the  terms  and  conditions  contained  herein.

     (d)  The  Developer  has performed those services identified on Schedule D.

     In  consideration  of  the  foregoing  and  the mutual agreements contained
herein  (the  receipt  and adequacy of which acknowledged), the parties agree as
follows:

SECTION 1 DEVELOPMENT AND DELIVERY OF THE SOFTWARE.

(1)  Developer has developed for the Purchaser the computer program known as the
     COM  DLL  as  more particularly described in Schedule "A" and in accordance
     with  the  specifications  detailed  in  Schedule  "B".

(2)  Upon  execution  and delivery of this Agreement and the Initial Payment the
     Purchaser completing the payment schedule in Section 5, the Developer shall
     deliver  to  the Purchaser a full and complete copy of the COM DLL together
     with  all  versions  thereof  in  all media of expression and all software,
     utilities,  object  and source code (in machine readable and listing form),
     documentation,  functional  specifications, flow charts, source code notes,
     techniques,  algorithms  and  processes  embodied in such source code, test
     routines and information related thereto and all information describing the
     features,  installation,  use  and  maintenance  thereof (with the COM DLL,
     collectively,  the  "SOFTWARE").

(3)  The  Developer  will  deliver  to  the Purchaser a compiled and operational
     version  of  the  COM  DLL  upon  receipt  of  the  Initial  Payment.

SECTION 2 SUPPORT

(1)  During  the  term  of  this  Agreement,  the Developer shall provide to the
     Purchaser the support and maintenance services that constitute Phases 2 and
     3,  as  defined  in  Schedule  "C".

(2)  The  Developer  makes no promises to upgrade or maintain the COM DLL beyond
     its  present  state.  The Developer will correct defects to the COM DLL but
     will  not  upgrade  the  software  with  new  functionality.


<PAGE>
                                     -2/19-


(3)  The  Developer  will  provide each Third Party Vendor access to an FTP site
     containing  the  COM  DLL,  document  outlining  its  use, and any software
     examples  completed.

(4)  The  Developer  will provide three (3) hours of support for integrating the
     COM  DLL  with  each  Third  Party  Vendor. Support shall include answering
     technical  questions  by  telephone  and/or  email.

(5)  The Developer will not provide any support to an installation using the COM
     DLL.  The  Developer  will  support  the  Third  Party Vendor as defined in
     Schedule  "C".

(6)  If  a  site visit is required to support a Third Party Vendor's integration
     of  the  COM  DLL,  all  reasonable travel expenses shall be covered by the
     Purchaser.

(7)  If more than three (3) hours are required to support a third party software
     integration of the COM DLL, and the extra time required is not related to a
     fault of the COM DLL or the Developer (as outlined in this Agreement), then
     the  Purchaser  shall be contacted and informed that extra time is required
     to  complete  the  integration.

(8)  If  the  Purchaser  provides  permission  to  continue with the integration
     support,  the  Developer  shall  bill the Purchaser at a rate of US seventy
     five dollars per hour (US$75 per hour) plus any long distance charges which
     are  incurred  in  providing  those  services.

(9)  The  Developer  shall provide post-Agreement support as outlined in Phase 4
     (Schedule  "C").

SECTION  3     OWNERSHIP

(1)  Upon  the execution and delivery of this Agreement and the Initial Payment,
     the  Purchaser  shall  have all ownership rights in and to the Software and
     all  Intellectual Property Rights therein, including all "know-how" used or
     acquired  in connection with the design and development by the Developer of
     the Software; provided however that the Developer shall also have ownership
     of  the  "know-how"  commonly  known  by  or  available  to the public with
     equivalent  technological  skills  as  the  Developer.  As  used  in  this
     Agreement,  "INTELLECTUAL PROPERTY RIGHTS" means all right, title, interest
     and  benefit in and to all registered or unregistered trade marks, trade or
     brand  names,  service  marks, copyrights, copyright applications, designs,
     inventions,  licenses,  sub-licenses,  franchises,  formulae,  processes,
     proprietary  information,  know-how, technology, technical data, schematics
     or  other  intellectual  or  industrial  property.

(2)  Any  and  all  "Work  Products"  (as  defined  below)  whether developed by
     Developer and/or any of Developer's agents, employees or contractors, alone
     or  with  others, in connection with the performance of services under this
     Agreement,  are  the  exclusive property of the Purchaser and all title and
     interest  therein  (including  but  not  limited to trade secrets, patents,
     copyrights  or  other  intellectual  property  rights)  shall  fully  vest
     exclusively  in  the  Purchaser  and shall be deemed to be a "work made for
     hire"  and  made  in  the course of the services rendered hereunder. To the
     extent  that  title to


<PAGE>
                                     -3/19-


     any  Work  Products  may not, by operation of law, vest in the Purchaser or
     such  Work  Products  may not be considered works made for hire, all right,
     title  and  interest  therein  are  hereby  irrevocably  assigned  to  the
     Purchaser.  Developer agrees to give the Purchaser and any person or entity
     designated  by the Purchaser, any reasonable assistance required to perfect
     the  rights  defined  in  this Section, and agrees to execute all documents
     necessary  to obtain such rights in the Purchaser. The Purchaser shall have
     the  right  to file any domestic or foreign jurisdiction in the name of the
     Purchaser  for  any  of  the intellectual property rights contained in this
     Agreement.  Developer  agrees  that  prior to having any third party become
     involved in the work to be performed under this Agreement, Developer shall,
     in  addition  to  obtaining  the  Purchaser's  prior approval, require such
     person  or entity agree to the obligations of this Section. As used herein,
     the  term  "WORK  PRODUCTS"  means  and  includes,  without  limitation,  a
     discovery,  a  development,  a  design,  an  improvement,  an  invention, a
     know-how,  technical  or  non-technical  data,  a  formula,  a  pattern,  a
     compilation,  a  program,  a  device,  a  method, a technique, a drawing, a
     process,  financial  data,  financial plans, product plans, business plans,
     software  programs (including the object and source code thereto) or a list
     (whether  in written form or otherwise) of actual or potential customers or
     suppliers,  which  is  not  commonly  known  by or available to the public.

(3)  The  Developer  shall  obtain  from  all  of  its consultants, technicians,
     experts  and  employees  involved  in  the  development  of  the  Software
     appropriate  written  assignments  and waivers of any Intellectual Property
     Rights  and  associated  moral  rights  resulting  from  their contributing
     efforts  to  the  Software  and provide copies thereof to the Purchaser, if
     requested.

(4)  The  Developer  shall  do  all  things  and  execute  without  further
     consideration,  such  further  assurances,  confirmatory  assignments,
     applications  and other instruments as may reasonably be required to obtain
     Intellectual  Property  Rights  registrations for the Software and vest the
     Intellectual  Property  Rights  in  the  Software  in  the  Purchaser,  its
     successors  and  assigns.

SECTION 4 TERM

     The  Term  of  this  Agreement shall be three (3) years from the date it is
signed.

SECTION 5 PURCHASE PRICE; PAYMENT

     (a)  As  compensation  for  developing  and  delivering  the  Software  in
          accordance  with this Agreement, and as full and complete satisfaction
          of the purchase price for all rights, title and interest in and to the
          Software  and  the  Intellectual  Property Rights related thereto, the
          Purchaser  shall  pay to the Developer a total of one hundred thousand
          US  dollars  (US$100,000)  cash  (the  "Purchase Price") paid over the
          first  twenty  four  (24)  months  of  the  Term  in  equal  monthly
          installments of Four Thousand One Hundred Sixty-six and 67/100 Dollars
          ($4,166.67)  beginning on the execution and delivery of this Agreement
          (the  "Initial  Payment")  and  continuing  on  the  15th  day of each
          subsequent  month  thereafter, provided, however, that if on or before
          December 31, 2004, Purchaser pays to Developer $90,000 of the Purchase


<PAGE>
                                     -4/19-


          Price,  then  the Purchase Price shall be reduced by ten percent (10%)
          to  $90,000.

     (b)  As  consideration  for  the  services  to  be  performed  under  this
          Agreement,  including  those  services performed between June 1, 2003,
          and  the  Effective  Date, Purchaser shall pay to Developer additional
          compensation  in  the  form  of  an "Award" of up to a total of 40,000
          shares  of Purchaser's common stock (the "Common Stock"), to be issued
          on  a  quarterly  basis  during the Term of this Agreement as follows.

          (i) Provided Developer has performed all of its obligations under this
     Agreement,  Purchaser  shall  issue  to Developer ten (10) shares of Common
     Stock  per  satellite  installed  during the calendar quarter becomes fully
     integrated  and  operational  with  the Software. The Common Stock shall be
     issued  as an award of stock under Purchaser's 2003 Stock Plan (the "Plan")
     and  shall  be  subject  to  all  provisions  of  the  Plan.

          (ii)  Within ten (10) days following the end of each calendar quarter,
     Developer  shall deliver to Purchaser a report of all Software integrations
     completed  during  such  quarter.

          (iii)  Within  thirty  (30)  days  following receipt of the report set
     forth  in  subsection  (ii)  above,  Purchaser shall deliver to Developer a
     report  of  the  number  of  turnstiles  that  became  fully integrated and
     operational  during the quarter as a result of the integrations reported by
     Developer,  together  with  the  Common  Stock  earned.

          Representations; warranties.

     The  Developer  represents  and  warrants  to the Purchaser as follows, and
acknowledges  that  the  Purchaser  is  relying  upon  such  representations and
warranties:

     (a)  the  Developer  has  the  capacity to enter into this agreement and to
          perform  all  obligations  hereunder;

     (b)  the  Software  has  been  designed,  developed  and  implemented  in
          accordance  with  the  specifications  detailed  in  Schedule  "B";

     (c)  the  Software functions in accordance with the specifications detailed
          in  Schedule  "B";

     (d)  the  Developer  owns  all  rights,  title  and  interest in and to the
          Software  and Intellectual Property Rights; neither the service(s) nor
          the Software will infringe upon the rights of third parties or violate
          the  terms of any other agreement binding the Developer or the work of
          Developer,  other  than  those  rights  of  Axess  AG;

     (e)  the  Software  is  free and clear of all third party liens, claims and
          encumbrances;


<PAGE>
                                     -5/19-


     (f)  the  Software  does  not  contain  any back door, time bomb, drop dead
          device  or  other  software  routine  designed to disable the Software
          automatically  either  with  the  passage  of  time  or under positive
          control  of  any  person;

     (g)  the  Software  does  not  contain any viruses, trojan horses, worms or
          other  software  routines designed to disable, erase or otherwise harm
          the  Software,  the  Purchaser's  hardware  or  data,  or  to  permit
          unauthorized access to the Purchaser's hardware or data, or to perform
          any  similar  actions;

     (h)  the  Developer  has not entered into any source code escrow agreement,
          support  agreement,  license  agreement,  marketing  agreement,
          distribution  agreement  or any other arrangement with any third party
          with  respect  to  the  Software;

     (i)  The  Developer  is  sufficiently experienced in financial and business
          matters  to  be  capable  of  evaluating  the  merits and risks of its
          investments, and to make an informed decision relating thereto, and to
          protect  its  own  interests  in  connection  with the purchase of the
          Common  Stock;

     (j)  The  Developer is purchasing the Common Stock as principal for its own
          account.  The  Developer is purchasing the Common Stock for investment
          purposes  only  and not with an intent or view towards further sale or
          distribution  (as such term is used in Section 2(11) of the Securities
          Act)  thereof,  and  has  not  pre-arranged  any  sale  with any other
          purchaser;

     (k)  The  Developer understands that the offer and sale of the Common Stock
          is  not  being  registered  under  the  Securities  Act  based  on the
          exemption  from  registration  provided  by Rule 506 promulgated under
          Section  4(2)  of the Securities Act or Regulation S of the Securities
          Act,  and  that  the  Purchaser  is  relying  on  such  exemption;

     (l)  The  Developer  certifies  that  it  is  not  a U.S. person and is not
          acquiring the Shares for the account or benefit of any U.S. person. As
          used herein, the term "U.S. person" means and includes (i) any natural
          person  resident  in  the  United  States;  (ii)  any  partnership  or
          corporation  organized  or  incorporated  under the laws of the United
          States;  (iii)  any estate of which any executor or administrator is a
          U.S. person; (iv) any trust of which any trustee is a U.S. person; (v)
          any agency or branch of a foreign entity located in the United States;
          (vi)  any  non-discretionary account or similar account (other than an
          estate  or  trust) held by a dealer or other fiduciary for the benefit
          or  account  of  a  U.S.  person;  (vii)  any discretionary account or
          similar  account  (other  than an estate or trust) held by a dealer or
          other  fiduciary  organized,  incorporated,  or  (if  an  individual)
          resident  in  the  United  States;  and  (viii)  any  partnership  or
          corporation  if  (A)  organized  or incorporated under the laws of any
          foreign  jurisdiction; and (B) formed by a U.S. person principally for
          the  purpose  of investing in securities not registered under the Act,
          unless  it  is  organized  or  incorporated,  and owned, by accredited
          investors  (as  defined  in Rule 501(a) of the Securities Act) who are
          not  natural  persons,  estates  or  trusts;


<PAGE>
                                     -6/19-


     (m)  The  Developer  understands that the Common Stock is being offered and
          sold  to  it  in  reliance  on  an  exemption  from  the  registration
          requirements  of the Securities Act, and that the Purchaser is relying
          upon  the  truth  and  accuracy  of  the  representations, warranties,
          agreements,  acknowledgments  and  understandings of the Developer set
          forth  herein  in  order  to  determine the applicability of such safe
          harbor  and  the  suitability  of  the Developer to acquire the Common
          Stock;

     (n)  The  Common Stock has not been registered under the Securities Act and
          may  not  be  transferred,  sold,  assigned, hypothecated or otherwise
          disposed  of  unless such transaction is the subject of a registration
          statement  filed  with  and declared effective by the Common Stock and
          Exchange  Commission  (the  "SEC")  or  unless  an  exemption from the
          registration requirements under the Securities Act is available and in
          accordance  with  Rule  144. The Developer represents and warrants and
          hereby  agrees  that all offers and sales of the Common Stock shall be
          made  only  pursuant  to  such  registration or to such exemption from
          registration;

     (o)  The  Developer  acknowledges  that  the  purchase  of the Common Stock
          involves  a  high  degree  of  risk, is aware of the risks and further
          acknowledges  that  it can bear the economic risk of the Common Stock,
          including  the  total  loss  of  its  investment;

     (p)  The  Developer  has  been furnished with or has acquired copies of all
          requested  information  concerning  the Purchaser, including a copy of
          the  Plan,  the  most  recent  audited  financial  statements  of  the
          Purchaser,  the  most-recent  annual  report  on  Form 10-KSB, and the
          interim  periodic  reports  on  Form  10-QSB  and  Form  8-K;

     (q)  The  Developer, in making the decision to purchase the Common Stock to
          be  earned  pursuant  to  this  Agreement, has relied upon independent
          investigations  made  by it and its purchaser representatives, if any,
          and  the Developer and such representatives, if any, have prior to any
          sale  to  it,  been  given  access  and the opportunity to examine all
          material  contracts  and  documents  relating  to this offering and an
          opportunity  to  ask  questions  of,  and to receive answers from, the
          Purchaser  or any person acting on its behalf concerning the terms and
          conditions  of  this offering. The Developer and its advisors, if any,
          have  been  furnished  with  access  to  all materials relating to the
          business,  finances  and  operation  of  the  Purchaser  and materials
          relating  to  the  offer  and sale of the Common Stock which have been
          requested.  The  Developer  and  its  advisors,  if any, have received
          complete  and  satisfactory  answers  to  any  such  inquiries;

     (r)  The  Purchaser understands that no federal, state or provincial agency
          has  passed on or made any recommendation or endorsement of the Common
          Stock;  and


<PAGE>
                                     -7/19-


     (s)  Developer has not received any solicitation or advertisement to invest
          in the Common Stock through any article, notice or other communication
          published  in  any  newspaper, magazine, or similar media or broadcast
          over  television  or  radio;  or  through any seminar or meeting whose
          attendees  have  been  invited  by any general solicitation or general
          advertising.

SECTION 6 PERFORMANCE OF SOFTWARE.

     The Developer shall correct, during the term of this agreement, any failure
of the Software to perform in accordance with the warranties detailed in Section
6.

SECTION 7 INDEMNITY

     (a)  Developer  shall  indemnify,  defend,  protect  and  hold harmless the
          Purchaser  from  and  against  any  and  all claims, demands, actions,
          causes  of  action, losses, damages, judgments, awards, compromises or
          settlements, debts, responsibilities, liabilities, obligations, liens,
          encumbrances,  costs or expenses, including reasonable attorneys fees,
          witness  fees,  accounting fees and related costs from time to time as
          incurred  by  the  Purchaser  in  connection  with, arising out of, or
          related  to  (i)  the breach of the representations and warranties set
          forth  in  Section  6  above, or (ii) the gross negligence and willful
          misconduct  of Developer or its agents, employees and representatives,
          in  connection  with  the  software.

     (b)  Nothing  in  this  Agreement  shall  obligate  Developer to indemnify,
          defend  or  hold  harmless Purchaser from any claims or liabilities to
          the extent of the negligent, reckless or otherwise tortuous conduct of
          the  Purchaser  or  its  agents,  employees  and  representatives.

SECTION 8 LIMITATIONS AND EXCLUSIONS.

(1)  EXCEPT  AS  PROVIDED  IN  THIS  AGREEMENT,  THERE  ARE  NO  OTHER  EXPRESS
     WARRANTIES,  AND  THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS, INCLUDING,
     BUT  NOT  LIMITED  TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE
     QUALITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE.

(2)  IN  NO  EVENT SHALL THE DEVELOPER, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES,
     CONSULTANTS  OR  SHAREHOLDERS  BE LIABLE TO ANY OTHER PARTY FOR INDIRECT OR
     CONSEQUENTIAL,  INCIDENTAL,  SPECIAL,  PUNITIVE  OR  EXEMPLARY  DAMAGES,
     INCLUDING,  WITHOUT  LIMITATION,  ANY  BUSINESS  OR  ECONOMIC  LOSS EVEN IF
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF THE PURCHASE PRICE
     AND  OTHER  CONSIDERATION PAID TO THE DEVELOPER PURSUANT TO THIS AGREEMENT,
     UNLESS  AS THE RESULT OF A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET
     FORTH IN SECTIONS 6(d), 6(e), 6(f), 6(g) OR 6(h).


<PAGE>
                                     -8/19-


SECTION 9 CONFIDENTIAL INFORMATION.

     Except as may be required by law, the Developer agrees to not use, directly
     or  indirectly,  for  its  own  account or for the account of any person or
     entity  or disclose to any person or entity, the Purchaser's proprietary or
     confidential  information  disclosed  or  entrusted  to him or developed or
     generated by it in the performance of its duties, including but not limited
     to  information  relating  to  the  Purchaser's  organizational  structure,
     operations,  business  plans,  technical  projects,  pricing data, business
     costs, research data results, inventions, trade secrets, customers lists or
     other  work  produced  or  developed by or for the Purchaser whether on the
     premises  of  the Purchaser or elsewhere. This Section 9 shall not apply to
     any  proprietary,  confidential  or secret information which at the time of
     disclosure  to  Developer, is generally available to the public, or becomes
     available  to  the  Developer in writing on a non-confidential basis from a
     third  party, provided such third party does not have any duty to Purchaser
     to  keep  such  information  confidential.  In  the  event  of a violation,
     contravention,  breach  or  threatened  breach  of  this  Section  9 by the
     Developer,  the Purchaser shall be entitled to both temporary and permanent
     injunctive  relief.

SECTION 10 DEFAULT

(1)  Developer  shall  have  the  right  to  terminate this Agreement by written
     notice  to  Purchaser  if:

     (a)  the  Purchaser becomes bankrupt or insolvent, or files any proposal or
          makes  any  assignment  for  the  benefit  of  creditors;

     (b)  a  receiver  is  appointed  for  any of the property of the Purchaser;

     (c)  an  order  is  made  for  the  winding  up  of  the  Purchaser;  and

     (d)  the  other party makes a sale in bulk of all, or substantially all, of
          its  assets.

(2)  If  a  party  is in default of any term of this Agreement (such party being
     the  "DEFAULTING  PARTY"),  the other party shall give the Defaulting Party
     notice  requiring  the  Defaulting  Party  to  remedy  the default within a
     specified  time  of  not  less than 30 days. If, prior to the elapse of the
     specified time, the Defaulting Party does not remedy the default or submit,
     to  the other party, a plan for remedying the default that is acceptable to
     the other party, the other party may terminate this Agreement forthwith for
     cause  by  notice  to  the  Defaulting  Party  to  that  effect.

(3)  If  the  Developer  terminates  this Agreement as a result of the Purchaser
     being  in default of the payment of the Purchase Price, the Purchaser shall
     remain  liable for payment for the Software accepted by the Purchaser under
     this  Agreement  prior  to termination by the Developer. To the extent that
     the  Purchaser  has  not  fully  paid  for  such Software up to the date of
     termination,  the  amount  that was to have been paid in subsequent monthly
     payments  in  Section  (5)(a)  shall  be  deemed,  immediately prior to the
     Developer's  termination  of  this  Agreement,  to  have  become  due  and


<PAGE>
                                     -9/19-


     payable  to  the  Developer. The Purchaser shall, immediately following the
     date  of  termination,  pay  to  the Developer all amounts payable for such
     Software.

(4)  The  provisions  of  clauses (2) and (3) are without prejudice to any other
     rights  either party may have against the other party, in law or in equity.

(5)  If the Purchaser defaults on any payment it is required to make pursuant to
     Section  5  hereof  and  does not remedy such default within 30 days of the
     date upon which it receives a notice from the Developer advising it of such
     default,  all  ownership  rights  in and to the Software revert back to the
     Developer.  Purchaser,  however,  will  have  ownership  to use the COM DLL
     indefinitely  for  Satellite  installations  performed  to  date.

(6)  Sections  5(a)  and  8  survive  termination  of  the  Agreement.

SECTION 11 DEVELOPER TO BE INDEPENDENT CONTRACTOR.

     The  parties agree that the Developer is an independent contractor and that
     it  is  not  an employee or agent of the Purchaser and this Agreement shall
     not  create  any  partnership,  joint  venture,  employer/employee,
     principal/agent,  master/servant  or  any  other  relationship  between the
     Purchaser,  on the one hand and the Developer, on the other, except that of
     independent  contractor.

SECTION 12 MISCELLANEOUS.

(1)  Any  notice,  direction  or  other  communication  to  be  given under this
     Agreement  shall  be in writing and given by delivering it or sending it by
     email  or  other  similar  form  of  recorded  communication  addressed:

     (i)  to the Purchaser at:
          3151 Airway Avenue
          Building Q
          Costa Mesa, CA
          92626
          USA

          Attention:   Steve Meineke

          Telephone:   949-798-0652
          Email:       smeineke@rapidtron.com

          with a copy to:

          Lee & Goddard LLP
          18500 Von Karman Avenue, Suite 400
          Irvine, California 92612
          Attn: Raymond A. Lee
          Telephone: 949-253-0500
          Email: ral@leegod.com


<PAGE>
                                    -10/19-


     (ii) to the Developer at:
          811-124 Springfield Rd
          Ottawa, ON
          K1M 2C8
          Canada

          Attention:   Bruce Spurr

          Telephone:   613-742-6415
          Email:       bspurr@9point87.com
                       -------------------

          With a copy to:
          Stikeman Elliott LLP
          50 O'Connor Street, Suite 1600
          Ottawa, Ontario
          K1P 6L2
          Canada
          Attn: Roula Eatrides
          Telephone: 613.564.3465
          Email: reatrides@stikeman.com

     Any such communication shall be deemed to have been validly and effectively
     given  (i)  if  personally  delivered, on the date of such delivery if such
     date  is  a  business  day  and  such  delivery was made prior to 4:00 p.m.
     (Ottawa  time)  and  otherwise  on  the  next  business  day,  or  (ii)  if
     transmitted  by  email  or  similar  means of recorded communication on the
     business  day  following the date of transmission. Any party may change its
     address  for  service  from time to time by notice given in accordance with
     the  foregoing and any subsequent notice shall be sent to such party at its
     changed  address.

(2)  This  Agreement  may only be amended, supplemented or otherwise modified by
     written agreement signed by the Developer and the Purchaser.

(3)  No waiver of any provisions of this Agreement shall be deemed to constitute
     a  waiver  of any other provisions (whether or not similar); nor shall such
     waiver  be  binding  unless executed in writing by the party to be bound by
     the  waiver.  No  failure  on the part of the Developer or the Purchaser to
     exercise,  and  no delay in exercising any right under this Agreement shall
     operate as a waiver of such right; nor shall any single or partial exercise
     of  any  such right preclude any other or further exercise of such right or
     the  exercise  of  any  other  right.

(4)  This  Agreement  constitutes  the entire agreement between the parties with
     respect to all of the subject matter hereof and the parties acknowledge and
     agree  that  its  execution  has  not been induced by, nor do either of the
     parties  rely  upon  or regard as material, any representations or writings
     whatsoever  not  incorporated  and  made  a  part  of  this Agreement. This
     Agreement  supersedes any prior agreements understandings, negotiations and
     discussions,  whether  oral  or  written,  between  the  parties.


<PAGE>
                                    -11/19-


(5)  The  Purchaser  and  the  Developer  agree  to  do such things, attend such
     meetings  and  to  execute  such further documents and assurances as may be
     deemed  necessary  or advisable from time to time in order to carry out the
     terms  and conditions of this Agreement in accordance with its true intent.

(6)  Neither  the  Purchaser  nor  the Developer shall sell, transfer, assign or
     otherwise  dispose  of  this Agreement or any of its rights and obligations
     hereunder at any time without the prior written consent of the other party.
     A change of control shall be deemed an assignment. For the purposes of this
     Agreement,  a  change  of  control  is  defined as and one of the following
     events:  (a) Bruce Spurr selling a majority of his shares in the Developer,
     (b)  Developer  selling  or  transferring  all  or substantially all of the
     assets  of the Developer, or (c) Bruce Spurr resigning or otherwise leaving
     his  position  as  officer  of  Developer.

(7)  This  Agreement  shall  be  binding  upon  and  enure to the benefit of the
     Purchaser,  the  Developer,  and  their  respective heirs, executors, legal
     personal  representatives,  successors  and  permitted  assigns.

(8)  If  any provision of this Agreement is determined to be illegal, invalid or
     unenforceable,  in  whole  or in part, that provision shall be severed from
     this  Agreement  and  the remaining provisions shall continue in full force
     and  effect.

(9)  This  Agreement  shall  be  governed  by  and  interpreted  and enforced in
     accordance  with  the  laws the State of California and the federal laws of
     the  United  States.

(10) This  Agreement  may be executed in one or more counterparts, each of which
     shall  be  deemed  an  original  and  all  of  which, taken together, shall
     constitute  one  and  the  same  instrument.

(11) The  division of this Agreement into Sections and the insertion of headings
     are for convenient reference only and are not to affect its interpretation.

(12) The  schedules  attached  to this Agreement shall, for all purposes of this
     Agreement,  form an integral part of it. The expression "Schedule" followed
     by  a letter or number mean and refer to the specified Schedule attached to
     this  Agreement as may be amended from time to time in accordance with this
     Agreement.

(13) This Agreement is subject to the approval of Purchaser's Board of Directors
     and  the  consent  of  the  Lead Investor pursuant to the attached Consent.


<PAGE>
                                    -12/19-


     IN WITNESS WHEREOF this Software Development Agreement has been executed by
the  parties  as  of  the  date  first  above  written.



                           PIONEERING INNOVATION INC.

                           By: /s/ Bruce Spurr
                               -------------------------------------
                               Bruce Spurr

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



                           RAPIDTRON INC.

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

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




<PAGE>
                                    -13/19-


SCHEDULE  "A"
SOFTWARE  DESCRIPTION

DEFINITIONS

"Third Party Vendor" is defined as the company who owns the Host Software.

"Host  Software"  is  defined  as  the  software  application  being used by the
customer  to  perform  membership verification and other functions; contains the
membership  database  or  access  to  the  membership  database.

"Satellite"  is  defined  as  an  Axess AG (of Salzburg, Austria) barcode and/or
smart  card  reader. Each Satellite has a unique IP address that can be assigned
on  installation,  and  changed  if  required.

DESCRIPTION

The  COM  DLL  is  an in-process component object model dynamic link library. It
allows  the  Host  Software to receive and return data to the Satellite. The COM
DLL  must  be  compiled into the Host Software. The COM DLL must be instantiated
for  each  Satellite  and  told  what  the  IP  address  and  gate number of the
Satellite.  The  COM  DLL  will  then  create a TCP/IP communication link to the
Satellite. This link remains open until the Host Software requests the Satellite
be  shut  down  or  the  TCP/IP  connection  is  lost.

BASIC  FUNCTIONALITY

A  Satellite  is  installed  in  a fitness club (or other venue requiring access
control),  attached  to a network, controlled by a server. The IP address of the
Satellite  is  transparent from Satellite to the server. The server controls the
Satellite  at  the  club.  A  member swipes a card at the Satellite; the COM DLL
picks  up  the  swipe information and transfers it to the Host Software. The COM
DLL  then  raises an event which the Host Software picks up and is provided with
the  member  ID.  The COM DLL then awaits a confirmation. The Host Software will
verify  the  member  ID  and  return  to  the  COM DLL allow/deny entry, and any
messages,  sounds  and  lighting  sequence  to  display  on  the  Satellite.



<PAGE>
                                  SCHEDULE "B"
                                 SPECIFICATIONS

CURRENT VS. NEW SETUP

The current setup:


      Satellite                      TaReaderSrv         ECM            DLL

          O<------------->O<------------->O<------------->O<------------->O


                                        |                   |

                                       -----------------------
                                       |                     |
                                       |     Need Local      |
                                       |         PC          |
                                       |                     |
                                       -----------------------

New  setup:

                                                                        COM
      Satellite                                                         DLL

          O<------------------------------------------------------------->O


The  existing  setup  has 5 connection points: The Satellite is connected to the
Communication  Box  which  is  connected  to a local PC. The PC contains the ECM
software  which  uses  the TaReaderSrv software to communicate to the Satellite.
The  ECM also communicates to the Third Party Vendor software (typically through
a  DLL,  but  other  methods  are possible). This setup has 5 major software and
hardware  connection  points.

The  new  setup  has  2  connection  points: a Satellite connected to the server
(containing  the Host Software and COM DLL). The new setup eliminates two pieces
of  hardware  and  two  pieces  of  software; Communication Box & local PC, and,
TaReaderServer  (TaReaderSrv)  and  the  ECM.

The  new  setup  will  work  for many different system setups, such as: local PC
application,  server-hosted application, and server-distributed application. The
COM  DLL  should  also  work  on  the  major  types  of local area and wide area
networks.

The  COM  DLL will be able to read both barcode cards and RF smart cards. For RF
smart  cards,  the  COM  DLL  will be upgraded, if necessary, to read the ChipID
number  as  well  as  a  membership number stored on the card if and only if the
ChipID  memory  location  is  made  available  to  the  Developer.


<PAGE>
PROGRAMMING  ENVIRONMENTS  SUPPORTED

The  COM  DLL  has  been  successfully  integrated  into  software  build in the
following  development  environments:

-     Visual Basic 6

-     Visual Basic.net

-     Microsoft C++

-     Visual FoxPro

OPERATING  SYSTEMS  SUPPORTED

The  COM  DLL will function in Windows 98, Windows 2000, Windows NT, and Windows
XP.

Other  operating systems such as Linux and Unix may support the COM DLL, but the
Developer offers no support or guarantees that a successful installation in such
an  environment  is  achievable.



<PAGE>
                                  SCHEDULE "C"
                                     PHASES

PHASE  1:  DEVELOPMENT  AND  TESTING

The  COM  DLL  has  been developed in Microsoft Visual C++ as a component object
model  dynamic  link library to interface the Third Party Vendor's software with
the Purchaser Satellite as per the specifications in Schedule "B".

To  test the COM DLL it was integrated into a Third Party Vendor's software. The
integration  was  then setup in a live environment to read from and reply to the
Purchaser  Satellite.

Two  Third Party Vendors were chosen to complete the testing of the COM DLL: BNW
Software  (venue for live environment test was UCLA) and CMR Computer (venue for
live  environment  test  was  a  Ron  Hemelgarn  fitness  club).  Both  sets  of
integrations  and  test  installations  were  successful.

Deliverables:
     -    Development of COM DLL as per Schedule B specifications
     -    Successful integration of COM DLL with two Third Party Vendors
     -    Successful installation of Satellite controlled by COM DLL through
          Third Party Vendors' software

PHASE  2:  INTEGRATION

"Integration" is defined as the COM DLL being included in a Third Party Vendor's
software  which  will allow that software to receive data from the Satellite and
return  a  response  to  the  Satellite.

Each Third Party Vendor will be provided:

     -    testing of the Integration using Rapidtron's designated test
          reader(s).
     -    the COM DLL and any existing supporting documentation and examples
     -    three (3) hours of support by phone and/or email to resolve technical
          questions concerning the integration of the COM DLL

If  more  then  three  (3) hours are required to support the integration for any
given  Third Party Vendor, then the Purchaser shall be notified immediately that
more time is required. The Purchaser must provide permission to the Developer to
proceed  with  a  bill  rate  of  seventy five US dollars per hour (US$75/hour).

Term: Duration of this Agreement.


<PAGE>
PHASE  3:  INSTALLATIONS

"Installation(s)" is defined as a Purchaser Satellite installed at a venue which
uses  the  Third  Party  Vendor's  software  with  the  COM  DLL  integrated. An
installation  is  deemed  successful when the Satellite can transmit the data it
reads  to  the  Third Party Vendor's software and the software can reply back to
the  gate  and  allow  or deny entry with the selected lighting, sound and text.

Support:  None.  The  Developer  supports Integration and not Installations.  If
there  is  a  problem  with  the  installation,  the  Third Party Vendor must be
contacted.

PHASE  4:  POST-AGREEMENT  SUPPORT

The  Developer  shall  provide  its services to support the COM DLL at a rate of
seventy  five  US  dollars  per hour (US$75/hour) for a minimum of two (2) years
following  the  termination  of  this  agreement.

The  Developer  shall have the right to limit this support to a maximum of forty
(40)  hours  per month. If additional monthly support is required, the Developer
may  use  standard  charge  rates  at  its  discretion.



<PAGE>
<TABLE>
<CAPTION>
                                                  Schedule D

                                                   Com DLL

                                             (through 12/22/2003)



-----------------------------------------------------------------------------------------------------------
          COMPANY                             CONTACT                      VENUE           # OF SATELITES
--------------------------------  --------------------------------  -------------------  ------------------
<S>                               <C>                               <C>                  <C>
Custom Design System              Russ Baker, Scott Elowitz         COM DLL Text file    2/Gold's San Mateo
--------------------------------  --------------------------------  -------------------  ------------------
CSI                               Jonathan Ross, Barry McKeone,     COM DLL - 8-Oct-03                    1
                                  Tai Law, Frank McDuff
--------------------------------  --------------------------------  -------------------  ------------------
ASF International                 Alon Fluxman                      COM DLL - 1-Oct-03                    -
--------------------------------  --------------------------------  -------------------  ------------------
Aphelion                          Steve Lewis                       COM DLL - 11-Jul-03                   3
--------------------------------  --------------------------------  -------------------  ------------------
CMR Computer (Hemelgarn)          Brian Noel                        COM DLL - 3-Sep-03                    1
--------------------------------  --------------------------------  -------------------  ------------------
Korean                            Mike Lee                          COM DLL - 24-Sep-03                   0
--------------------------------  --------------------------------  -------------------  ------------------
Powerhouse Gym                    COM DLL - 24-Sep-03                                                     0
--------------------------------  --------------------------------  -------------------  ------------------
Redbud Software                   Charles Egan                      COM DLL - 18-Jun-03                   0
--------------------------------  --------------------------------  -------------------  ------------------
BNW Software                      Jeff Berg                         COM DLL - 9-Sep-03                    1
--------------------------------  --------------------------------  -------------------  ------------------
In-touch USA                      Gary Hickman (tech), Tim Maskrey  COM DLL - 26-Jun-03                   0
--------------------------------  --------------------------------  -------------------  ------------------
RTP                               Dave Stoneback                    COM DLL - 11-Aug-03                 tbd
--------------------------------  --------------------------------  -------------------  ------------------
AMC Computer Corp.                Ann Pedersen                      COM DLL - 22-Oct-03                   0
--------------------------------  --------------------------------  -------------------  ------------------
Twin Oaks                         Andrew Irish                      COM DLL - 26-Oct-03                   1
--------------------------------  --------------------------------  -------------------  ------------------
Fox Valley                        John Michael                      COM DLL - 10-Dec-03                   0
-----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
CONSENT

Ceres Financial Limited, a British Virgin Island company, hereby consents to the
foregoing  Software  Development  Agreement  to  which this Consent is attached,
including  the  issuance  of  the  shares  of common stock of Rapidtron, Inc., a
Nevada  corporation,  to  Developer  as  an  Award  under  the  2003 Stock Plan.

CERES FINANCIAL LIMITED,
a British Virgin Island company

By:/s/ J. Duffy
   --------------------------------
Its:
    -------------------------------



<PAGE>