AMOTHY CORPORATION
                              1085 RIVERSIDE TRACE
                                ATLANTA, GA 30328

March 17, 2004

Mr. John Creel
Chairman and Chief Executive Officer
Rapidtron, Inc.
3151 Airway Avenue, Building Q
Costa Mesa, CA 92626

Dear Mr. Creel:

This  letter  agreement  (Agreement)  confirms  the  understanding and agreement
between  Amothy  Corporation  (Amothy)  and Rapidtron, Inc. (Company or RPDT) as
follows:

     1.     During  the  term  of this Strategic Services Agreement (Agreement),
Amothy  shall  provide  advice  to,  and  consult  with,  the Company concerning
business and financial planning, corporate organization and structure, financial
matters in connection with the operation of the business of the Company, private
equity  and  debt  financing,  acquisitions,  mergers and other similar business
combinations  ("Strategic  Services").  Amothy  shall  make  qualified personnel
available  for at least four (4) hours per month to provide such services.  Such
Strategic  Services  shall include the following, at the request of the Company:

          (a)  Facilitate  high-impact  growth  by  assisting  the  Company  to
               maintain  focus  and  execute  its  defined strategic objectives.

          (b)  Review  and  recommend revision, as appropriate, of the company's
               business  plan  to  remain  consistent  with  its  strategy.

          (c)  Evaluate  strategic  relationships  with partners, customers, and
               suppliers.

          (d)  Assist  the  Company  with  any project that could have a quantum
               impact  on  value  creation.

          (e)  Advise  in  the  establishment  of  procedures  and processes for
               review  and  action  by  senior  management.

          (f)  Advise  in  the  evaluation,  selection  and  recruitment  of
               professional  advisors,  including accounting, investor relations
               focused  in  North  America,  and  legal  advisors.

          (g)  Advise  as  to  such  other matters as the Company may reasonably
               request.

     Amothy  shall  provide  such advice and consultation to the Company in such
     form, manner and place as the Company reasonably requests. Amothy shall not
     by  this  Agreement  be


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     prevented  or barred from rendering services of the same or similar nature,
     as herein described, or services of any nature whatsoever for, on or behalf
     of,  persons, firms, or corporations other than the Company. Similarly, the
     Company shall not be prevented or barred from seeking or requiring services
     of  a  same  or  similar  nature  from  persons  other  than  Amothy.

     2.     As  compensation for the Strategic Services to be rendered by Amothy
hereunder,  RPDT  hereby  issues  to  Amothy warrants (Warrants) to purchase one
million  shares  of RPDT common stock at $1.46 per share.   Six Hundred Thousand
(600,000)  Warrants  shall vest upon the mutual execution of this Agreement; Two
Hundred  Thousand  (200,000)  Warrants  shall  vest on July 1, 2004, unless this
Agreement  is  sooner  terminated  as  set  forth  in Section 6; and Two Hundred
Thousand Warrants shall vest on October 1, 2004, unless this Agreement is sooner
terminated as set forth in Section 6. The Warrants shall be exercisable for five
years  from  the  date they become fully vested.  The Warrants Shares shall have
piggyback registration rights.  If the Warrants Shares are not registered at any
time  12  months  after  the  respective vesting dates of the Warrants, then the
Warrants  shall have a cashless exercise provision at Amothy's option until such
time  that  the  Warrants  Shares  are  registered  with  a  current  prospectus
available. The Company shall deliver to Amothy the certificates for the Warrants
in the form of Exhibit I attached hereto within five business days of the mutual
execution  of  this  Agreement.

     3.     The  Company  will  reimburse  Amothy  for  its actual, approved and
reasonable  expenses  (including,  without  limitation,  travel  expenses  and
professional  and  legal  fees)  incurred  in  connection  with  its  engagement
hereunder.  Amothy  agrees  not  to  incur  reimbursable  expenses without prior
written  approval  by  the  Company.

     4.     "Confidential  Information"  as  used  in this Agreement, is broadly
defined  and  shall  mean,  except  as  set forth below, any and all information
delivered  by  the  Company or any of its agents or employees to Amothy, whether
received  by  Amothy  in writing or orally, including without limitation, all of
the  following  information  about the Company or any subsidiary or affiliate of
the  Company:  all  information  related  to  property,  products,  financials,
marketing,  strategy, organization, techniques and other information relating to
or  referring  to  the  Company,  its  subsidiaries or affiliates, and summaries
thereof.  The  term  Confidential Information does not include information which
is  made  public  by the Company or otherwise generally available to the public.
Amothy  shall  make  use  of  any  and all Confidential Information for the sole
purpose  of  performing  the  services  under  this Agreement.  Amothy shall not
disseminate,  or  in  any  way  disclose,  to  any person, firm or business, any
Confidential  Information.  Amothy  may  disclose  Confidential  Information  if
required  by  law,  regulation  or legal process upon at least ten (10) business
days  advance  written  notice  to  the  Company. Amothy hereby acknowledges and
agrees that the Company shall deliver Confidential Information to Amothy for the
purposes  set forth herein.  Amothy shall immediately give notice to the Company
of  any  unauthorized use or disclosure of any Confidential Information.  Amothy
shall  be  responsible  for the acts of its agents and employees with respect to
the  Confidential  Information  and  shall  assist  the Company in remedying any
unauthorized  use  or  disclosure  of  the  Confidential Information by Amothy's
agents  or  employees.  All  Confidential  Information delivered to Amothy shall
remain  the  property  of  the  Company  and  no license or other rights to such
information  is  granted  or  implied  by  its  delivery to Amothy.  All written
materials  furnished to Amothy or any of its agents by the Company regarding any
Confidential  Information  shall


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be  immediately returned to the Company at the expiration or earlier termination
of  this  Agreement,  together  with  any  copies  of  such  materials.

     5.     The  Company agrees that it will consult with Amothy, as an owner of
the  Company's equity securities with respect to all material corporate actions.

     6.     The  initial  term  of Amothy's engagement hereunder will be for two
years  commencing on April 1, 2004 .  Subject to paragraphs  2 through 11, which
shall  survive  any  termination  of  this Agreement, either party may terminate
Amothy's  engagement  effective  at any time commencing  June 30, 2004 by giving
the  other  party  at  least  10  days'  prior  written  notice.

     7.  The  Company  and  Amothy  agree  to  the  indemnification  and  other
provisions  set  forth  in  Exhibit  II.

     8.     This  Agreement  supersedes all prior agreements between the parties
concerning  the subject matter hereof.  This Agreement may be modified only with
a  written  instrument  duly  executed by each of the parties.  No waiver by any
party  of  any  breach  of  this  Agreement will be deemed to be a waiver of any
preceding or succeeding breach.  This Agreement may be executed in more than one
counterpart,  each of which will be deemed to be an original, or by facsimile or
electronic signature, and all such counterparts together will constitute but one
and the same instrument.  The invalidity or unenforceability of any provision of
this  Agreement  will  not  affect  the  validity or enforceability of any other
provisions  of  this Agreement, which will remain in full force and effect. This
contract  shall  inure  to  the  benefit  of  the  parties  hereto, their heirs,
administrators  and  successors  in  interest.

     9.     This Agreement will be governed by the internal laws of the state of
California.  Any  proceeding  related  to  or  arising  out of the engagement of
Amothy pursuant to this Agreement shall be commenced, prosecuted or continued in
any  court  of the State of California located in Orange County or in the United
States  District  Court  for the Central District of California. The Company and
Amothy  waive  all  rights  to  trial  by  jury  in  any  such  proceeding


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     10.     Both  the  Company  and  Amothy  agree  that  Amothy will act as an
independent  contractor  in  the performance of its duties under this Agreement.
Nothing  contained in this Agreement shall be construed to imply that Amothy, or
any  employee, agent or other authorized representative of Amothy, is a partner,
joint venturer, agent, officer or employee of the Company.  Neither party hereto
shall  have  any  authority to bind the other in any respect vis a vis any third
party,  nor  represent  to  anyone that it has such authority, it being intended
that  each  shall  remain an independent contractor and responsible only for its
own  actions.

     11.     All notices, requests, demands, and other communications under this
Agreement  shall  be  in  writing,  sent  either by hand delivery, facsimile, or
overnight  mail,  and  notice  is  given for the purposes of this Agreement upon
receipt  by  the  receiving  party.

     If to the Company:     Rapidtron, Inc.
                            3151  Airway  Avenue,  Bldg.  Q
                            Costa Mesa, CA 92626
                            Facsimile (949) 474-4550
                            Attn: Chairman and Chief Executive Officer

     If to Amothy:          Amothy Corporation
                            1085 Riverside Trace
                            Atlanta, GA 30328
                            Facsimile (404) 255-2218

     With Copy to:          David A. Rapaport, EVP
                            333 Sandy Springs Circle, Suite 230
                            Atlanta, GA 30328
                            Facsimile (404) 257-9150

If  the  foregoing  correctly sets forth the understanding and agreement between
Amothy  and  the  Company,  please  so  indicate  in the space provided for that
purpose  below,  whereupon this letter will constitute a binding agreement as of
the  date  hereof.

                               Amothy Corporation


                               By:
                                  ----------------------------------------------
                                  David A. Rapaport, Executive Vice President

                               Date:
                                  ----------------------------------------------



AGREED:

Rapidtron, Inc.


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


Date:
     -------------------------------------------------


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                                    EXHIBIT II

                                 INDEMNIFICATION

1.   The Company will:

     (a)  indemnify  Amothy  and  hold  it  harmless against any and all losses,
          claims,  damages  or  liabilities  to  which Amothy may become subject
          arising  in  any  manner out of or in connection with the rendering of
          services  by  Amothy  hereunder  ,  unless  it  is  finally judicially
          determined  that  such losses, claims, damages or liabilities resulted
          from acts outside the scope of Amothy's authority under this Agreement
          or directly from the gross negligence or willful misconduct of Amothy;
          and

     (b)  reimburse  Amothy  promptly for any reasonable legal or other expenses
          reasonably  incurred by it in connection with investigating, preparing
          to defend or defending, or providing evidence in or preparing to serve
          or serving as a witness with respect to, any lawsuits, investigations,
          claims  or  other  proceedings  arising  in  any  manner  out of or in
          connection  with  the  rendering  of  services  by  Amothy  hereunder
          (including,  without limitation, in connection with the enforcement of
          this  Agreement and the indemnification obligations set forth herein);
          provided,  however,  if  it is finally judicially determined that such
          losses,  claims, damages or liabilities resulted from acts outside the
          scope  of Amothy's authority under this Agreement or directly from the
          gross  negligence  or  willful  misconduct of Amothy; then Amothy will
          remit  to  the  Company any amounts reimbursed under this subparagraph
          1(b).

     The  Company  agrees that the indemnification and reimbursement commitments
     set  forth in this paragraph 1 will apply whether or not Amothy is a formal
     party to any such lawsuits, investigations, claims or other proceedings and
     that  such  commitments  will  extend  upon  the  terms  set  forth in this
     paragraph  to  any  controlling  person,  affiliate,  shareholder,  member,
     director,  officer, employee or consultant of Amothy (each, with Amothy, an
     "Indemnified  Person").  The  Company further agrees that, without Amothy's
     prior written consent (which consent will not be unreasonably withheld), it
     will  not enter into any settlement of a lawsuit, claim or other proceeding
     arising  out of the transactions contemplated by this Agreement (whether or
     not  Amothy or any other Indemnified Person is an actual or potential party
     to  such  lawsuit,  claim or proceeding) unless such settlement includes an
     explicit  and  unconditional  release from the party bringing such lawsuit,
     claim  or  other  proceeding  of  all  Indemnified  Persons.

     The  Company  further  agrees  that the Indemnified Persons are entitled to
     retain  separate  counsel  of  their  choice  in connection with any of the
     matters  in respect of which indemnification, reimbursement or contribution
     may  be  sought  under  this  Agreement.

2.   The  Company  and Amothy agree that if any indemnification or reimbursement
     sought pursuant to the preceding paragraph 1 is judicially determined to be
     unavailable,  then  the  Company  will  contribute  to  the losses, claims,
     damages,  liabilities  and  expenses  for  which  such  indemnification  or
     reimbursement  is held unavailable (i) in such proportion as is appropriate
     to  reflect the relative economic interests of the Company on the one


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     hand,  and  Amothy on the other hand, in connection with the transaction or
     event  to  which  such indemnification or reimbursement relates, or (ii) if
     the allocation provided by clause (i) above is judicially determined not to
     be  permitted, in such proportion as is appropriate to reflect not only the
     relative benefits referred to in clause (i) but also the relative faults of
     the  Company  on the one hand, and Amothy on the other hand, as well as any
     other  equitable  considerations;  provided, however, that in no event will
     the  amount  to  be contributed by Amothy pursuant to this paragraph exceed
     the  value  of  the  compensation  actually  received  by Amothy hereunder.

3.   Amothy  will:

     (a)  indemnify the Company and hold it harmless against any and all losses,
          claims, damages or liabilities to which the Company may become subject
          arising  in  any  manner out of or in connection with the rendering of
          services by Amothy hereunder (including any services rendered prior to
          the  date hereof) or the rendering of additional services by Amothy as
          requested  by  the  Company  that are related to the services rendered
          hereunder,  unless  it  is  finally  judicially  determined  that such
          losses,  claims,  damages  or  liabilities  resulted directly from the
          gross  negligence  or  willful  misconduct  of  the  Company;  and

     (b)  reimburse  the  Company  promptly  for  any  reasonable legal or other
          expenses  reasonably  incurred by it in connection with investigating,
          preparing  to  defend  or  defending,  or  providing  evidence  in  or
          preparing  to  serve  or  serving  as  a  witness with respect to, any
          lawsuits,  investigations,  claims or other proceedings arising in any
          manner  out  of  or  in  connection  with the rendering of services by
          Amothy  hereunder or the rendering of additional services by Amothy as
          requested  by  the  Company  that are related to the services rendered
          hereunder  (including,  without  limitation,  in  connection  with the
          enforcement  of this Agreement and the indemnification obligations set
          forth  herein);  provided,  however,  if  it  is  finally  judicially
          determined  that  such losses, claims, damages or liabilities resulted
          directly  from  the  gross  negligence  or  willful  misconduct of the
          Company;  then the Company will remit to Amothy any amounts reimbursed
          under  this  subparagraph  3(b).

     Amothy  agrees  that  the indemnification and reimbursement commitments set
     forth in this paragraph 3 will apply whether or not the Company is a formal
     party to any such lawsuits, investigations, claims or other proceedings and
     that  such  commitments  will  extend  upon  the  terms  set  forth in this
     paragraph  to  any  controlling  person,  affiliate,  shareholder,  member,
     director,  officer,  employee  or consultant of the Company (each, with the
     Company,  an "Indemnified Person"). Amothy further agrees that, without the
     Company's  prior  written  consent  (which consent will not be unreasonably
     withheld),  it  will  not  enter into any settlement of a lawsuit, claim or
     other  proceeding  arising  out  of  the  transactions contemplated by this
     Agreement (whether or not the Company or any other Indemnified Person is an
     actual or potential party to such lawsuit, claim or proceeding) unless such
     settlement  includes  an  explicit and unconditional release from the party
     bringing  such  lawsuit,  claim  or  other  proceeding  of  all Indemnified
     Persons.


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     Amothy  agrees that the Indemnified Persons are entitled to retain separate
     counsel of their choice in connection with any of the matters in respect of
     which  indemnification,  reimbursement  or contribution may be sought under
     this  Agreement.

4.   Amothy  and  the Company agree that if any indemnification or reimbursement
     sought pursuant to the preceding paragraph 3 is judicially determined to be
     unavailable,  then  Amothy  will contribute to the losses, claims, damages,
     liabilities and expenses for which such indemnification or reimbursement is
     held  unavailable  (i)  in such proportion as is appropriate to reflect the
     relative  economic  interests of Amothy on the one hand, and the Company on
     the  other  hand, in connection with the transaction or event to which such
     indemnification  or  reimbursement  relates,  or  (ii)  if  the  allocation
     provided  by clause (i) above is judicially determined not to be permitted,
     in  such  proportion  as  is  appropriate  to reflect not only the relative
     benefits  referred  to  in  clause  (i) but also the relative faults of the
     Amothy  on  the one hand, and the Company on the other hand, as well as any
     other  equitable  considerations;  provided, however, that in no event will
     the  amount  to  be contributed by Amothy pursuant to this paragraph exceed
     the  value  of  the  compensation  actually  received  by Amothy hereunder.

5.   Nothing  in  this Agreement, expressed or implied, is intended to confer or
     does  confer on any person or entity other than the parties hereto or their
     respective  successors  and  assigns,  any  rights  or remedies under or by
     reason  of  this Agreement or as a result of the services to be rendered by
     Amothy  hereunder.  The parties acknowledge that Amothy is not acting as an
     agent of the Company or in a fiduciary capacity with respect to the Company
     and  that Amothy is not assuming any duties or obligations other than those
     expressly  set  forth  in  this  Agreement. The Company further agrees that
     neither  Amothy  nor any of its controlling persons, affiliates, directors,
     officers,  employees  or consultants will have any liability to the Company
     or  any person asserting claims on behalf of or in right of the Company for
     any  losses,  claims,  damages,  liabilities  or expenses arising out of or
     relating  to  this  Agreement  or  the  services  to  be rendered by Amothy
     hereunder,  unless  it  is  finally judicially determined that such losses,
     claims,  damages,  liabilities or expenses resulted directly from the gross
     negligence  or  willful  misconduct  of  Amothy.

6.   The  provisions  of  this  Exhibit  II  shall  survive  any  expiration  or
     termination  of  this  Agreement  or  Amothy's  engagement  hereunder.


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