RAPINTRON(TM)


                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT ("AGREEMENT") IS DATED AND ENTERED INTO EFFECTIVE AS
OF  DECEMBER  1,  2003 (THE "EFFECTIVE DATE"), BY AND BETWEEN RAPIDTRON, INC., A
DELAWARE  CORPORATION  ("RAPIDTRON"), AND CHRIS PERKINS, AN INDIVIDUAL ("YOU" OR
"PERKINS").

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

1.     Term.  Unless terminated earlier as provided in this Agreement, Rapidtron
       ----
employs  Perkins  for  a  term  beginning  on  the  Effective Date and ending on
November  30,  2006  (the  "Term").

2.     Title; Base Salary:  Effective as of the date of this Agreement, you will
       ------------------
be  employed as Vice President of Resort Sales of Rapidtron and will earn a base
salary  of $115,000 per annum.  Base salary will be payable on the same schedule
and  otherwise  in  accordance  with Rapidtron's normal practices for its senior
executives.

3.     Incentive  Bonus.  In  addition to your base salary, you will be entitled
       ----------------
to earn annual incentive compensation upon the Company generating net sales from
the  resort  industry.   During  the  first  year  of  the  Term,  you will earn
incentive  compensation  equal  to  two percent (2%) of net sales of the Company
received  from  the  Effective  Date  through December 31, 2004, from the resort
industry,  in  excess  of  $1,000,000, up to a maximum incentive compensation of
$100,000  per  year,  as  illustrated  by  the  chart  below:

<TABLE>
<CAPTION>
     -------------------------------------------
     Bonus %  Level      Sales     Bonus Earned
     -------  -------  ----------  -------------
<C>           <S>      <C>         <C>
          2%    One    $3,000,000  $      40,000
     -------  -------  ----------  -------------
          2%    Two    $4,000,000  $      60,000
     -------  -------  ----------  -------------
          2%    Three  $6,000,000  $     100,000
     -------------------------------------------
</TABLE>

During  the  remainder  of  the Term, you will earn incentive compensation in an
amount based on Rapidtron Inc.'s Bonus Plan, as approved by the directors of the
Company's  parent corporation, Rapidtron, Inc., a Nevada corporation ("Parent").
As used in this Agreement, "net sales" shall mean actual revenue received by the
Company  from  all new contracts and all increased sales from existing contracts
meeting  the Company's approved pricing terms, including all contracts currently
in negotiation, less discounts, installation fees, taxes, returns, extraordinary
expenses  or discounts negotiated following installation.  Pricing terms must be
approved  by  the  Chief  Executive  Officer, Chief Financial Officer or General
Manager.  Net  sales shall be included in the calendar year invoiced, subject to
payment.  Incentive  compensation on net sales invoiced in one calendar year and
paid in the subsequent calendar year shall be paid within thirty (30) days after
receipt  of payment.  Rapidtron shall deduct from any incentive compensation due
and  payable  to  Employee,  an  amount  equal  to  all  incentive  compensation
previously paid or credited on sales with respect to which (i) any products have
been returned to Rapidtron by any customer, (ii) Rapidtron has failed to receive
timely  payment  or has, in its sole discretion, turned over any overdue balance
for  collection,  or  (iii)  Rapidtron,  in its sole discretion, has credited an
allowance


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

<PAGE>
                                  RAPINTRON(TM)



to  any  customer based on mutual agreement with Employee. In addition, the full
amount  of  any  charge back due solely to Employee's error will be deducted for
full  amount.

4.     Withholding.  All  payments  under  paragraphs 2 and 3 and other payments
       -----------
and compensatory benefits will be subject to taxes and withholding in accordance
with  applicable  law.

5.     Benefits.
       ---------

     a.   Medical  and  Dental.  You  and  your  family  will  be  entitled  to
          --------------------
          participate in Rapidtron's regular health insurance plan for employees
          identified  no  later than six months prior to expiration of any COBRA
          coverage available to you and available on or before expiration of any
          COBRA  coverage  available  to  you.

     b.   Vacation.  You  will  be entitled  to  four (4) weeks of paid vacation
          --------
          time  per year during the Term, such vacation to be scheduled at times
          that do not materially interfere with the business of Rapidtron. Up to
          two  (2)  weeks  of  unused vacation time may be used in the following
          year,  up to a maximum of six weeks available vacation time at any one
          time.  At  no time will benefits relating to unused vacation in excess
          of  six  (6)  weeks  be  accrued  or  payable.

     c.   Stock  Options.  You  shall  be  entitled  to receive stock options in
          --------------
          accordance  with  the  2003  Stock  Plan  Agreement attached hereto as
          Exhibit "A".
          -----------

6.     Reimbursement  of  Expenses.  Rapidtron  shall  reimburse  you  for  all
       ---------------------------
business-related expenses and costs actually incurred in the performance of your
duties  under  this  Agreement,  including,  without limitation, the lodging and
travel  costs  and  expenses  necessitated  by performance and the equipment and
airtime  charges  for  a  mobile telephone.  Reimbursement of all such costs and
expenses shall be subject to reasonable policies and procedures established from
time  to  time  by  Rapidtron,  including,  without  limitation,  completion  of
Rapidtron's  expense  reports  to  qualify  for  expense  reimbursement.

7.     Confidentiality,  Assignment  of  Inventions,  and  Non-Compete.
       ----------------------------------------------------------------

     7.1     Proprietary  Information.  In  the  course  of  your  engagement by
             ------------------------
Rapidtron,  you  will  continue  to  have access to confidential and proprietary
information regarding Rapidtron and its business, including, but not limited to,
information  regarding Rapidtron's technologies, methods and techniques, product
information,  specifications,  technical  drawings  and  designs, trade secrets,
know-how,  sources  of supply, product and market research data, customer lists,
marketing  plans,  and  financial  information  regarding  Rapidtron  and  its
operations.  Such  information  shall be referred to hereinafter as "Proprietary
Information"  and  shall  include  any  and  all  of the information of the type
described  and shall also include any and all other confidential and proprietary
information  relating  to  the  business  to  be conducted by Rapidtron, whether
previously  existing,  now  existing  or arising hereafter, whether conceived or
developed by others or by you alone or with others, and whether or not conceived
or  developed  during  regular  working hours.  Proprietary Information which is
released  into the public


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

<PAGE>
                                  RAPINTRON(TM)



domain  during  the period of your engagement under this Agreement, provided the
same  is  not  in  the  public domain as a consequence of disclosure directly or
indirectly  by  you  in violation of this Agreement, shall not be subject to the
restrictions  of  this  Section  7.1.

     7.2     Non-Disclosure.  You  shall  not  disclose, directly or indirectly,
             --------------
(except  as  your  duties  may  require  and  except  as  required  by  law) any
Proprietary  Information  to  any  person other than Rapidtron, any employees of
Rapidtron  who  are  authorized, at the time of such disclosure, to receive such
information, or such other persons to whom you have been specifically instructed
to  make disclosure by the Board of Directors of Rapidtron and in all such cases
only  to the extent required in the course of your service to Rapidtron.  At the
termination  of  this  Agreement,  you  shall  deliver  to  Rapidtron all notes,
letters,  documents, records, computer files, programs and other media which may
contain  Proprietary Information which are then in its possession or control and
shall  not  retain  or  use  any  copies  or  summaries  thereof.

     7.3     Assignment  of  Inventions.  All  ideas,  inventions,  and  other
             --------------------------
developments  or  improvements conceived or reduced to practice by you, alone or
with  others,  during  the term of this Agreement, whether or not during working
hours,  that are within the scope of the business of Rapidtron or Parent or that
relate  to or result from any of Rapidtron's or Parent's work or projects or the
services  provided  by  you  to  Rapidtron or Parent pursuant to this Agreement,
shall  be  the  exclusive  property of Rapidtron or Parent.  You agree to assist
Rapidtron  or  Parent  during  the  term, at Rapidtron's or Parent's expense, to
obtain patents and copyrights on any such ideas, inventions, writings, and other
developments,  and  agrees  to  execute  all  documents necessary to obtain such
patents  and  copyrights  in  the  name  of  Rapidtron  or  Parent, including an
assignment  of  any  rights  therein.

     7.4     Covenant  Not  to  Compete.  During the term of this Agreement, you
             --------------------------
shall  not  engage  in any of the following competitive activities: (a) engaging
directly  or indirectly in any business or activity substantially similar to any
business  or  activity engaged in (or proposed to be engaged in) by Rapidtron or
Parent;  (b)  engaging  directly  or  indirectly  in  any  business  or activity
competitive  with any business or activity engaged in (or proposed to be engaged
in)  by  Rapidtron or Parent; (c) soliciting or taking away any employee, agent,
representative,  contractor,  supplier,  vendor, customer, franchisee, lender or
investor  of  Rapidtron or Parent, or attempting to so solicit or take away; (d)
interfering  with  any  contractual  or  other relationship between Rapidtron or
Parent  and  any  employee, agent, representative, contractor, supplier, vendor,
customer,  franchisee,  lender or investor; or (e) using, for the benefit of any
person  or entity other than Rapidtron or Parent, any Proprietary Information of
Rapidtron  or Parent.  The foregoing covenant prohibiting competitive activities
shall  survive  the  termination  of  this Agreement and shall extend, and shall
remain  enforceable  against  you,  for the period of one (1) year following the
date  this  Agreement  is  terminated.  In  addition, during the two-year period
following  such  expiration or earlier termination, you shall not make or permit
the making of any negative statement of any kind concerning Rapidtron or Parent.

8.  Indemnification.  To  the  maximum  extent permitted by law, Rapidtron shall
    ---------------
indemnify,  defend  (with  counsel  selected by you and reasonably acceptable to
Rapidtron)  and  hold  harmless, you and your attorneys, successors and assigns,
and  each  of  them  (each a "Perkins Indemnitee"), from and against all claims,
losses,  liabilities,  damages,  demands, actions, causes of actions, judgments,
settlements,  costs  and  expenses  of any nature whatsoever (including, without
limitation,  reasonable  attorneys' fees, expert witness fees, and costs related
thereto)  (collectively,  "Claims") which any such Perkins Indemnitee may suffer
or  incur  in  connection  with  (i)  a  breach


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

<PAGE>
                                  RAPINTRON(TM)



by  Rapidtron of its obligations hereunder, or (ii) the performance by you as an
officer,  director or employee of Rapidtron, including, without limitation, your
acts  and  omissions  as Vice President of Resort Sales; provided, however, that
the  indemnity obligations as set forth hereunder shall not extend to any Claims
arising  or  resulting  solely from your gross negligence or willful misconduct.
Rapidtron's  obligations to pay Claims hereunder shall be due and payable as and
when  such Claims are incurred, including without limitation, all legal fees and
costs and other expenses, incurred by you in connection with the defense against
and  settlement  of  any  Claim.  The indemnification provided by this Section 8
shall  be deemed cumulative, and not exclusive, of any other rights to which you
may  be  entitled  under  any  bylaw,  agreement,  vote  of  shareholders  or
disinterested directors, or otherwise, both as to action in an official capacity
and  as to action in another capacity while holding such office. Nothing in this
section  shall  affect any right to indemnification to which you may be entitled
by  contract  or  otherwise.  To  the maximum extent permitted by law and to the
extent  reasonably affordable to Rapidtron, Rapidtron shall procure, pay for and
maintain  standard  form  directors'  and  officers' liability insurance with an
insurance  carrier  and  in  amounts  reasonably  acceptable  to  you.

9.     Termination  and  Resignation.
       ------------------------------

     9.1     Termination Upon Death.  If you die during the Term, this Agreement
             ----------------------
shall terminate. Upon such termination, you shall be entitled to all accrued and
unpaid  compensation, including the Base Salary and accrued and unused vacation,
and the prorated amount of the Incentive Bonus as of the date of death.

     9.2     Termination  Upon  Permanent  Disability.  In  the  event  of  your
             ----------------------------------------
"Permanent  Disability"  (as  hereinafter defined), Rapidtron may terminate this
Agreement  effective  upon  thirty (30) days notice to you.  For the purposes of
this  Agreement,  you shall be deemed to have suffered "Permanent Disability" in
the  event  that  you become disabled by physical or mental illness or injury to
the  extent  that  the  Board  of  Directors  of  Rapidtron reasonably believes,
notwithstanding such reasonable accommodations as Rapidtron may make in response
to  such  disability, that you cannot carry out or perform responsibilities, and
such  disability  continues  for a period of six (6) consecutive months or three
hundred  sixty-five  (365)  days  in  any twenty-four (24) month period, without
regard  to whether such three hundred sixty-five (365) days are consecutive.  In
the  event  that  Rapidtron  terminates  this Agreement following your Permanent
Disability,  Rapidtron  shall  continue  to  pay  you a prorated Incentive Bonus
through  the  date  of  your  termination.

     9.3     Resignation  by  Perkins.
             ------------------------

          9.3.1     You  may immediately resign for cause at any time by written
notice  to Rapidtron.  For purposes of this Agreement, the term "cause" for your
resignation  shall  be  (a)  a  breach  by Rapidtron of any material covenant or
obligation hereunder; (b) the voluntary or involuntary dissolution of Rapidtron;
or  (c)  a  "Change  in  Control"  (as defined below) of Rapidtron.  The written
notice  given  hereunder  by you to Rapidtron shall specify in reasonable detail
the cause for resignation, and, in the case of the cause described in (a) above,
such  resignation  notice  shall  not  be effective until thirty (30) days after
Rapidtron's  receipt  of such notice, during which time Rapidtron shall have the
right  to  respond to your notice and cure the breach or other event giving rise
to the resignation.  In the event that Rapidtron is able to cure, this Agreement
shall  continue  in  full  force  and effect.  For purposes of this Agreement, a
"Change  in  Control"  shall  mean  the  occurrence  of any one of the following
events:  (i) any merger or


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

<PAGE>
                                  RAPINTRON(TM)



consolidation  in which Rapidtron is not the surviving or resulting entity; (ii)
any  transfer  of all or substantially all of the assets of Rapidtron; (iii) the
transfer  of  a majority of the common stock or voting power of Rapidtron by one
or  more shareholders in one or more transactions; or (iv) the issuance of stock
in  Rapidtron  constituting  a  change  in  control  immediately  following such
issuance.

     9.4     Termination  by  Rapidtron.
             --------------------------

          9.4.1     Rapidtron may terminate this Agreement for cause at any time
by  written notice to you.  For purposes of this Agreement, the term "cause" for
termination  by Rapidtron shall be (a) a conviction of or plea of guilty or nolo
contendere  by  you  to  a  felony  which could reasonably be expected to have a
material  adverse  effect  on  Rapidtron,  its  business,  its  goodwill  or its
prospects; (b) the consistent refusal by you to perform your material duties and
obligations  hereunder;  or  (c)  your willful and intentional misconduct in the
performance  of  your material duties and obligations.  The written notice given
hereunder  by  Rapidtron to you shall specify in reasonable detail the cause for
termination.  In the case of a termination for the cause described in (a) above,
such  termination shall be effective upon receipt of the written notice.  In the
case of the causes described in (b) and (c) above, such termination notice shall
not  be  effective  until  thirty  (30)  days after your receipt of such notice,
during  which time you shall have the right to respond to Rapidtron's notice and
cure  the  breach  or  other event giving rise to the termination.  In the event
that  you  are  able  to  cure,  this Agreement shall continue in full force and
effect.

          9.4.2     You will receive an annual review of your performance by the
Chief  Executive  Officer  and  Senior  Vice  President.

     9.5     Effect  of  Termination.  Upon  any  termination of this Agreement,
             -----------------------
neither  party  shall have any further obligations thereafter arising under this
Agreement,  except  as  provided  in  Section  17  below.

          9.5.1     Upon  your  resignation  without  cause, or a termination of
this  Agreement by Rapidtron with cause pursuant to Section 9.4 above, Rapidtron
shall  immediately pay to you all accrued and unpaid compensation as of the date
of  such  termination.  Thereafter,  all  compensation  obligations of Rapidtron
under  Section  6  shall  cease.

          9.5.2     Upon  a  resignation  of  this  Agreement  with cause by you
pursuant to Section 9.3.1 above, or a termination of this Agreement by Rapidtron
without cause, (a) Rapidtron shall immediately pay to you all accrued and unpaid
compensation  as  of  the date of such termination; (b) provided you continue to
comply  with  the covenant set forth in Section 7.4, Rapidtron shall continue to
pay  the Base Salary through the lesser of (i) six (6) months following the date
of  termination, or (ii) the end of the Term of this Agreement; (c) provided you
continue  to  comply with the covenant set forth in Section 7.4, Rapidtron shall
pay the incentive compensation through the end of the earlier of (i) the six (6)
months  following  termination  or  (ii)  the  end  of  the  Term, as if you had
continued  to  perform  for  the remainder of said period at the average rate of
increase  in  Profits over the prior twelve (12) month period; and (d) Rapidtron
shall  pay  the cost of your COBRA health insurance coverage for a period of six
(6)  months  following  termination.


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

<PAGE>
                                  RAPINTRON(TM)



     9.6     Effect  of Combination or Dissolution.  This Agreement shall not be
             -------------------------------------
terminated  by  the voluntary or involuntary dissolution of Rapidtron, or by any
merger  or  consolidation  in  which Rapidtron is not the surviving or resulting
entity,  or any transfer of all or substantially all of the assets of Rapidtron,
or  upon  any  transfer of a majority of the ownership interests of Rapidtron by
one  or  more  members  in one or more transactions, or upon the issuance of any
other security interests of Rapidtron constituting a majority of the outstanding
securities  immediately following such issuance.  Instead, subject to your right
to  terminate  this  Agreement  pursuant to Section 9.3 above, the provisions of
this  Agreement  shall  be  binding  on  and inure to the benefit of Rapidtron's
successors  and  assigns.

          9.6.1     Upon  acquisition,  merger  and/or  any  other  business
combination with Rapidtron, you hereby agree that notwithstanding Section 9.3.1,
if  so  requested  by  the  resulting board of directors, you will maintain your
management  role within Rapidtron, as a "transitional period" to assist incoming
management  in the proper performance of his duties.  Said "transitional period"
shall  not  exceed 12 calendar months unless otherwise mutually agreed, pursuant
to  the  terms and conditions of this Agreement, including compensation, and for
purposes of Section 9.5.2, the date of termination shall be the last day of such
transitional  period.

10.     Remedies.
        ---------

     10.1     Injunctive  Relief Regarding Confidentiality.  You acknowledge and
              --------------------------------------------
agree  that (i) the covenants and the restrictions contained in Sections 7 and 8
above  are  necessary,  fundamental,  and  required  for  the  protection of the
business  of  Rapidtron;  (ii)  such  covenants relate to matters which are of a
special, unique, and extraordinary character that gives each of such covenants a
unique and extraordinary value; and (iii) a breach of any of such covenants will
result  in  irreparable harm and damages to Rapidtron which cannot be adequately
compensated  by  a  monetary award.  Accordingly, it is expressly agreed that in
addition to all other remedies available at law or in equity, Rapidtron shall be
entitled  to seek injunctive or other equitable relief to restrain or enjoin you
from  breaching  any  such covenant or to specifically enforce the provisions of
Sections  7  or  8  above.

     10.2     No  Limitation  of  Remedies.  Notwithstanding  the provisions set
              ----------------------------
forth in Section 10.1 of this Agreement or any other provision contained in this
Agreement,  the  parties  hereby  agree  that  no remedy conferred by any of the
specific  provisions  of  this  Agreement,  including  without  limitation, this
Section  10, is intended to be exclusive of any other remedy, and each and every
remedy  shall be cumulative and shall be in addition to every other remedy given
hereunder  or  now  or  hereafter  existing at law or in equity or by statute or
otherwise.

     10.3     No  Setoff.  Notwithstanding anything to the contrary set forth in
              ----------
this  Agreement,  all  payments  paid  by Rapidtron to you under this Agreement,
including,  without limitation, the compensation under Section 6 above, shall be
made without setoff, deduction or counterclaim of any kind whatsoever.

11.     Successors  and  Assigns.  This Agreement is in the nature of a personal
        ------------------------
services  contract; and subject to Section 9.6 above, neither party shall assign
this  Agreement  without  the  prior  written  consent of the other party.  This
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective successors, permitted assigns, heirs and legal representatives.


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

<PAGE>
                                  RAPINTRON(TM)



12.     Governing  Law.  This  Agreement  shall  be  construed  under  and  in
        --------------
accordance  with,  and  governed  in  all  respects by, the laws of the State of
California (without giving effect to principles of conflicts of law).

13.     Waiver.  The  failure  of  any party to insist on strict compliance with
        ------
any  of the terms, covenants, or conditions of this Agreement by any other party
shall  not be deemed a waiver of that term, covenant or condition, nor shall any
waiver  or  relinquishment  of  any  right  or power at any one time or times be
deemed  a  waiver  or relinquishment of that right or power for all or any other
times.

14.     Notices.  Any  notice  or  other  communication  required  or  permitted
        -------
hereunder  (each,  a  "Notice") shall be in writing, and shall be deemed to have
been  given  (a)  two  (2)  days  following deposit of such Notice in the United
States  mail,  certified, postage prepaid, return receipt requested, or (b) upon
receipt  if  delivered  personally,  or delivered by reputable, recognized third
party overnight delivery service or courier service or (c) the next business day
following  receipt, if transmitted by facsimile (provided that such facsimile is
followed by the deposit of the original Notice, or a copy thereof, in the United
States mail, certified, postage prepaid, return receipt requested, no later than
the  next  business  day following transmission of such facsimile), addressed to
the  parties  as  follows:

Perkins:            Chris  Perkins
                    __________________
                    __________________


To  Rapidtron:      Rapidtron, Inc.
                    3151 Airway Avenue, building Q
                    Costa Mesa, California 92626

                    Facsimile Number: 949-474-4550

with copies to:     Raymond A. Lee, Esq.
                    Lee Goddard LLP
                    18500 Von Karman Ave., Suite 700
                    Irvine, CA 92612

Either  party  may require such Notices to be delivered and given to any address
different  from  or  additional  to  the  address set forth above, by delivering
Notice  thereof  to  the  other  party  pursuant  to  this  Section.

15.     Integration.  This  Agreement  constitutes  the  entire agreement of the
        -----------
parties  hereto with respect to the engagement and retention of you by Rapidtron
and  your  services to Sub, and supersedes any and all prior and contemporaneous
agreements,  whether oral or in writing, between the parties hereto with respect
to the subject matter hereof.  Each party to this Agreement acknowledges that no
representations,  inducements,  promises  or agreements, oral or otherwise, have
been  made  by any party, or anyone acting on behalf of any party, which are not
embodied  in  this  Agreement  or  such  addenda (or in other written agreements
signed  by  the


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

<PAGE>
                                  RAPINTRON(TM)



parties  and  dated  the date hereof), and that no other agreement, statement or
promise  not  contained in this Agreement or such addenda (or such other written
agreements)  shall  be  valid  or  binding  on  either  party.

16.     Amendments.  This  Agreement  may  not  be amended, modified, altered or
        ----------
supplemented  except  by written agreement executed and delivered by the parties
hereto.

17.     Survival  of Certain Rights and Obligations.  The rights and obligations
        -------------------------------------------
of  the  parties  hereto  pursuant to Sections 7, 8, 9, and 10 of this Agreement
shall  survive  the  termination  of  this  Agreement.

18.     Severability.  If  any provision of this Agreement is held by a court of
        ------------
competent  jurisdiction  to  be  invalid,  void  or unenforceable, the remaining
provisions  shall  nevertheless continue in full force without being impaired or
invalidated  in  any  way.  If  any  court  of  competent jurisdiction holds any
provision of this Agreement to be invalid, void or unenforceable with respect to
any  state,  region  or  locality, such provision shall nevertheless continue in
full  force and effect in all other states, regions and localities to which such
provision  applies.

19.     Further  Assurances.  The  parties agree that, at any time and from time
        -------------------
to  time  during the Term, they will take any action and execute and deliver any
document  which  the  other  party reasonably requests in order to carry out the
purposes  of  this  Agreement.

20.     Headings.  The  section  headings  contained  in  this Agreement are for
        --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

21.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
        ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together shall constitute one and the same instrument.

22.     Attorneys'  Fees.  If  any  action  at  law or in equity is necessary to
        ----------------
enforce  or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover any and all reasonable attorneys' fees, expert witness fees,
costs  and necessary disbursements in addition to any other relief to which such
party  may  be  entitled.

23.     Incorporation.  The  recitals  and  exhibits  to  this  Agreement  are
        -------------
incorporated  herein  and, by this reference, made a part hereof as if fully set
forth  herein.

24.     No  Third  Party  Beneficiary.  This  Agreement is made and entered into
        -----------------------------
between  the  parties  solely  for  the  benefit of the parties, and not for the
benefit  of  any other third party or entity.  No third party or entity shall be
deemed or considered a third party beneficiary of any covenant, promise or other
provision  of  this  Agreement  or  have any right to enforce any such covenant,
promise  or  other  provision  against  either  or  both  parties.

                         [signatures begin on next page]



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

<PAGE>
                                  RAPINTRON(TM)



IN  WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
effective  as  of  the  date  first  above  written.

"RAPIDTRON"

RAPIDTRON, INC,
a Delaware corporation

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



"YOU"


  /s/ Chris Perkins
----------------------------------------------------
CHRIS PERKINS, an individual





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

<PAGE>
                                  RAPINTRON(TM)



                                   EXHIBIT "A"
                                   -----------

                                 RAPIDTRON, INC.
                            2003 STOCK PLAN AGREEMENT
                                    (PERKINS)

This  2003  Stock Plan Agreement ~ Perkins (the "Agreement) is made effective as
of  December  1,  2003,  between  RAPIDTRON,  INC.,  a  Nevada  corporation (the
"Company"),  and  CHRIS  PERKINS, an individual (the "Participant"), to evidence
the  right  to  receive Nonqualified Options under the Company's 2003 Stock Plan
(the  "Plan").  Except  as  otherwise  specifically  defined  in this Agreement,
capitalized  terms  have  the  meaning  given  to  them  in  the  Plan.

     1.     Option  Terms:
            --------------

     (a)     Type  of  Options.  Participant  shall  be  entitled  to  receive
             -----------------
Nonqualified  Options.

     (b)     Number  of  Options.  Provided  Participant is not in default under
             ------------------
the Employment Agreement, dated December 1, 2003, as may be amended, Participant
shall  earn  up  to  110,000  Nonqualified  Options  as  follows:

     -    10,000  Nonqualified  Options  upon  execution  of  the  Employment
          Agreement.
     -    10,000  additional  Nonqualified  Options  upon  reaching net sales of
          US$2,000,000
     -    30,000  additional  Nonqualified  Options  upon  reaching net sales of
          US$4,000,000
     -    60,000  additional  Nonqualified  Options  upon  reaching net sales of
          US$6,000,000

     (c)  Exercise  Price.  The  greater  of  (i)  $1.25  per share, or (ii) the
          ---------------
          average closing trading price of the Company's common stock during the
          ten  (10)  preceding  trading  days  from  the  date  issued.

     (d)  Vesting.  Options  are  vested  upon  issuance.
          -------

     (e)  Term.  The  lesser  of  (i) ninety (90) days from the date Participant
          -----
          is  terminated  from  employment  with Company Group, or (ii) five (5)
          years  from  the  date  issued.

2.     Conflicts.  This  Agreement  is  made  pursuant  to  the  terms  of  the
       ---------
Employment  Agreement between Participant and the Company Group, as amended (the
"Employment  Agreement"),  which  was  approved and adopted pursuant to a merger
agreement between the Company and Rapidtron, Inc., a Delaware corporation.  This
Agreement  shall  be  subject  to  all  of  the  provisions  of the Plan and the
Employment  Agreement.  In the event of any inconsistency between this Agreement
and  the  Employment  Agreement, the Employment Agreement shall control.  In the
event  of  any inconsistency between this Agreement and the Plan, the Plan shall
control.

3.     Confidentiality, Competition, and Solicitation.  The Employment Agreement
       ----------------------------------------------
contains  provisions  prohibiting  a  participant  from  disclosing confidential
information  of  the  Company  at  any  time.

4.     General.  This  Agreement,  together  with  the  Plan  and the Employment
       -------
Agreement,  contains  the  entire agreement of the parties regarding the subject
matter  of this Agreement.  This Agreement may be executed in counterparts, both
of which together shall constitute one and the same instrument.  THE PARTICIPANT
AGREES  TO  HOLD  THE  CONTENTS  OF  THIS  AGREEMENT  AND  THE  PARTICIPANT'S
PARTICIPATION IN THE PLAN STRICTLY CONFIDENTIAL, AND NOT TO DISCLOSE THE SAME TO
ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY OTHER EMPLOYEES OF THE COMPANY OR
ANY  PART  OF  THE  COMPANY GROUP) WITHOUT PRIOR WRITTEN CONSENT OF THE BOARD OF
DIRECTORS.


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

<PAGE>
                                  RAPINTRON(TM)



IN  WITNESS  WHEREOF, the parties have signed this Agreement effective as of the
date  first  set  forth  above.


                                Rapidtron, Inc.,
                                a Nevada corporation

                                By_______________________________
                                    John Creel, President &
                                    Chief Executive Officer



                                __________________________________________
                                CHRIS PERKINS, an individual




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

<PAGE>
                                  RAPINTRON(TM)



                          BENEFICIARY DESIGNATION FORM
                                 RAPIDTRON, INC.
                                 2003 STOCK PLAN
                                 ---------------

The  undersigned Participant hereby designates the following beneficiary(ies) to
receive  any  payments  owed  to  the Participant under the Rapidtron, Inc. 2003
Stock  Plan  in  the  event  of  the  Participant's  death.


         PRIMARY  BENEFICIARY  (IES)                    PERCENTAGE(S)
         ---------------------------                    -------------

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

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

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


         CONTINGENT  BENEFICIARY  (IES)                 PERCENTAGE(S)
         ------------------------------                 -------------

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

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

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


Unless  otherwise  explicitly  provided  in  the Beneficiary Designation Form, a
Contingent Beneficiary shall receive a benefit only if all Primary Beneficiaries
are  deceased  as  of  the  date  of  the Participant's death.  Unless otherwise
explicitly  provided  in  the Beneficiary Designation Form, the beneficiary(ies)
entitled  to  receive  a  benefit  shall  become  fixed  as  of  the date of the
Participant's  death so that, if a beneficiary survives the Participant but dies
before  the  receipt  of  all  payments due the beneficiary under this Form, any
remaining  payments  shall be payable to the representative of the beneficiary's
estate.

This designation shall remain in effect until a new Beneficiary Designation Form
with a later date shall be signed and filed with Rapidtron, Inc.



                    By:          ___________________________


                    Print Name   ___________________________


                    Date:        ___________________________





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

<PAGE>
                                  RAPINTRON(TM)




CHRIS PERKINS
15119 Cavalier Rise
Truckee, California 96161



                                February 4, 2004

     Re:     Amendment of Employment Agreement

Dear Chris:

     This  letter  memorializes  your  agreement  with  Rapidtron,  Inc.  (the
"Company")  to  amend the terms of your Employment Agreement, dated effective as
of  December  1,  2003,  and  the  2003  Stock  Plan  Agreement  related thereto
(collectively,  the  "Agreement").

     The  option terms are hereby modified as follows: the exercise price of all
Nonqualified  Options  that  may  be  granted under the Agreement (including the
10,000 options earned on December 1, 2003) is $1.25 per share.

     All  capitalized  terms  not otherwise defined in this letter have the same
meaning as ascribed to such term in the Agreement.  Except as otherwise modified
herein,  the  Agreement shall continue in full force and effect, and the parties
hereby  ratify  and  reaffirm  the  Agreement  as  modified  herein.

     If you agree with the foregoing, please execute this letter where indicated
below  and  return  a  copy  to  me.


                                   Sincerely,

                                   /s/ Steve Meineke

                                   Steve Meineke,
                                   General Manager




ACKNOWLEDGED AND AGREED:


/s/ Chris Perkins
----------------------------
CHRIS PERKINS, an individual



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

<PAGE>