UNIT PURCHASE AGREEMENT

                                 RAPIDTRON, INC.

THIS  AGREEMENT  is  made  effective  as  of  the  1st  day of  April, 2004 (the
"EFFECTIVE  DATE")  by  and  among:

     RAPIDTRON, INC., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa
     Mesa, CA 92626 (the "COMPANY"); and

     GENERATION CAPITAL ASSOCIATES, a New York limited partnership, 1085
     Riverside Trace, Atlanta, GA 30328 (the "INVESTOR")

The  Company  and  the  Investor  are collectively referred to as the "PARTIES."

WHEREAS:

     A.   The Company is offering to sell to the Investor units (the "UNITS") at
          $1.25 per Unit, and each Unit consists of one share of the Company's
          common stock (a "COMMON SHARE") with a par value of $0.001 and one
          non-transferable share purchase warrant (a "WARRANT"). Each Warrant
          will entitle the Investor to subscribe for one additional Common Share
          at a price of $1.46 per share at any time up to 5:00 p.m. local time
          in Costa Mesa, California on the fifth anniversary of the date of
          issuance. The Units, the Common Shares, and the Warrants are referred
          to in this Agreement as the "SECURITIES." All dollar amounts set forth
          in this Agreement are in United States dollars.

     B.   The Investor agrees to purchase 160,00 Units subject to the terms and
          conditions set forth in this Agreement.

     C.   The Company is offering the Securities only to qualified investors who
          satisfy the criteria for "ACCREDITED INVESTORS" as defined under Rule
          501(a) of the Securities Act of 1933, as amended (the "SECURITIES
          ACT"). The Company is offering the Securities pursuant to an exemption
          from registration promulgated under Rule 506 of Regulation D of the
          Securities Act.

NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that, in consideration of the mutual
covenants and agreements herein contained, the receipt of which is acknowledged,
the  Parties  covenant  and  agree  with  each  other  as  follows:

1.   SUBSCRIPTION

1.1  Subscription.  Subject  to  the terms and subject to the conditions of this
     ------------
     Agreement,  the  Investor  agrees to purchase 160,000 Units at the Purchase
     Price  (as  such term is defined in Section 1.3) at the Closing (as defined
     in  Section  1.2  herein).

1.2  Security  Offered.  Each  Unit  shall  consists of one Common Share and one
     -----------------
     non-transferable  Warrant.  Each  Warrant  will  entitle  the  Investor  to
     subscribe  for  one  additional  Common  Share  at


                                      -1-
<PAGE>
     a price of $1.46 per share at any time up to 5:00 p.m. local time in Costa
     Mesa, California on the fifth anniversary of the date of issuance. The
     Warrants will be evidenced by a Warrant Certificate, in the form attached
     as Schedule B to be issued to the Investor on the date of the Closing ( the
        ----------
     "CLOSING DATE").

1.3  Purchase Price. On the Closing Date, the Investor shall pay to the Company
     --------------
     the Purchase Price of Units by wire transfer to Rapidtron, Inc. (pursuant
     to the wire transfer instructions provided in advance of such Closing
     Date).The "Purchase Price" of each Unit shall be $1.25 per Unit.

1.4  Delivery of Certificates. Promptly upon receipt of the Purchase Price at
     ------------------------
     the Closing, the Company shall deliver to the Investor certificates
     representing the number of Common Shares and Warrants underlying the Units
     purchased, registered in the name of the Investor. The Investor agrees to
     execute and deliver such other documents as may be reasonably requested by
     the Company in connection with the certificate delivery.

1.5  Reserved.

1.6  By signing this Agreement, the Investor acknowledges that the Company is
     relying on the accuracy and completeness of the representations contained
     in this Agreement in complying with its obligations under applicable
     securities laws.

2.   CLOSING, CLOSING CONDITIONS AND DELIVERIES

2.1  The Closing of the transaction contemplated by Section 1.1 shall take place
     at the offices of the Company, on the Effective Date or at such other place
     or different time or day as may be mutually acceptable to the Investor and
     the Company.

2.2  The Closing of the transaction contemplated by Section 1.1 is subject to
     the fulfillment of the following conditions (the " CLOSING CONDITIONS")
     which are for the benefit of the Investor:

     (a)  all relevant documentation and approvals as may be required, by
          applicable securities statutes, regulations, policy statements and
          interpretation notes, by applicable securities regulatory authorities
          and by applicable rules and guidelines of any stock exchange on which
          the Common Shares are listed, shall have been obtained and, where
          applicable, executed by or on behalf of the Investor;

     (b)  the Company's board of directors shall have authorized and approved
          the execution and delivery of this Agreement, the issuance and
          delivery of the Units, the allotment and issuance of the Common
          Shares, the allotment and issuance of the Warrants, and the allotment
          and issuance of the Common Shares acquired upon exercise of the
          Warrants (the "WARRANT SHARES");

     (c)  the representations and warranties of the Company set forth in this
          Agreement shall be true and correct as of the Closing Date, and the
          Company shall have delivered a certificate of a senior officer of the
          Company (acting without personal liability) to that effect to the
          Investors;

     (d)  no action or proceeding at law or in equity shall be pending or
          threatened by any person, including any government, governmental
          authority, regulatory body or agency to enjoin,


                                      -2-
<PAGE>
          restrict or prohibit the purchase and issuance of the Securities or
          the transactions contemplated hereby;

     (e)  the Company shall have delivered a copy of resolutions of the Board of
          Directors of the Company certified by the secretary of the Company
          authorizing and approving the execution, delivery and performance of
          this Agreement;

2.3  Reserved.

2.4  The Closing Conditions may be waived in writing in whole or in part by the
     Investor before Closing upon such terms as it may consider appropriate.

3.   INVESTOR REPRESENTATIONS, WARRANTIES, AND COVENANTS

3.1  The Investor makes the following representations and warranties to the
     Company.

     (a)  The Investor is purchasing the Units, consisting of the Common Shares
          and the Warrants, for its own account for investment purposes only and
          not with a view to resale or distribution and, in particular, it has
          no intention to distribute either directly or indirectly any of the
          Common Shares issued in connection with the purchase of the Units, or
          upon exercise of the Warrants; provided, however, that the Purchaser
          may sell or otherwise dispose of any of the Common Shares pursuant to
          registration thereof under the Securities Act and any applicable state
          securities laws or under an exemption from such registration
          requirements.

     (b)  The Investor recognizes that investment in the Securities involves
          substantial risks and has taken full cognizance of and understands all
          of the risks related to the purchase of the Securities, including
          without limitation those set forth under the caption "Risk Factors" in
          the Company's reports on Form 10-KSB, 10-QSB and 8-K and the
          Registration Statement on Form SB-2 filed on February 5, 2004, in
          substantially the form made available to the Investor (collectively,
          the "SEC REPORTS") filed with the United States Securities and
          Exchange Commission (the "SEC") pursuant to the Securities Exchange
          Act of 1934, as amended (the "EXCHANGE ACT") and the Securities Act.

     (c)  In making its decision to invest in the Units, the Investor has
          carefully reviewed and is familiar with the Company's SEC Reports, and
          the Investor has relied on the information contained therein and the
          documents and materials delivered therewith, and on the Investor's own
          independent investigations and/or those of the Investor's own
          professional tax and other advisors. The Investor and the Investor's
          advisors (including the Investor's representative, if any) have been
          given the opportunity to obtain information and to examine all
          documents relating to the Company, and to ask questions of and to
          receive answers from the officers of the Company concerning the
          Company, the officers and directors, and the terms and conditions of
          this investment, and to obtain any additional information, to the
          extent the Company possesses that information or could acquire it
          without unreasonable effort or expense, to verify the accuracy of any
          information previously furnished. All questions have been answered to
          the full satisfaction of the Investor, and all information and
          documents, records and books pertaining to this investment that the
          Investor has requested have been made available to the Investor.


                                      -3-
<PAGE>
     (d)  The Investor believes that it, either alone or with the assistance of
          its advisor(s) (including the Investor's representative, if any), has
          such knowledge and experience in financial and business matters that
          the Investor is capable of reading and interpreting disclosure
          materials, such as the SEC Reports and the Company's financial
          statements, and of evaluating the merits and risks of the prospective
          investment in the Securities. The Investor has obtained sufficient
          information to evaluate the merits and risks of an investment in the
          Company and has the net worth to undertake those risks.

     (e)  The Investor has obtained, to the extent the Investor deems necessary,
          the Investor's own personal, professional advice with respect to the
          risks inherent in the investment in the Company and the suitability of
          the investment in the Securities in light of the Investor's financial
          condition and investment needs.

     (f)  The Investor believes that investment in the Securities is suitable
          for the Investor based on the Investor's investment objectives and
          financial needs, and the Investor has adequate means for providing for
          the Investor's current financial needs and personal contingencies and
          has no need for liquidity of investment with respect to the
          Securities.

     (g)  The Investor is able to (i) hold the Common Shares and, if the
          Warrants are exercised, the Common Shares underlying the Warrants, for
          an indefinite period of time, (ii) bear the economic risk of the
          Investor's investment, and (iii) withstand a complete loss of the
          investment.

     (h)  The Investor has not purchased the Securities as a result of any form
          of general solicitation or general advertising, including
          advertisements, articles, notices, or other communications published
          in any newspaper, magazine, or similar media, or broadcast over radio
          or television, or any seminar or meeting whose attendees have been
          invited by general solicitation or general advertising.

     (i)  The Investor:

          (i)       acknowledges that the Units, consisting of the Common Shares
                    and the Warrants, have not been registered under the
                    Securities Act, and the Investor undertakes and agrees that
                    it will not offer or sell the Common Shares unless the
                    Common Shares are registered under the Securities Act and
                    the securities laws of all applicable states of the United
                    States, or such Common Shares are sold pursuant to an
                    available exemption from such registration requirements;

          (ii)      represents that it is an "ACCREDITED INVESTOR" as such term
                    is defined under Rule 501(a) of Regulation D of the
                    Securities Act, by satisfying one or more of the criteria
                    set forth on Schedule F, attached hereto;
                                 ----------

          (iii)     The Investor understands that the Common Shares issuable
                    upon purchase of the Units and the Common Shares issuable on
                    the exercise of the Warrants are "restricted securities," as
                    such term is defined under Rule 144 of the Securities Act,
                    and may not be offered, sold, transferred, pledged, or
                    hypothecated to any person in the absence of registration
                    under the Securities Act or an opinion of counsel
                    satisfactory to the Company that registration is not
                    required. Even if an


                                      -4-
<PAGE>
                    exemption is available, the assignability and transfer of
                    the Securities is subject to limitations imposed by this
                    Agreement.

          (iv)      The Investor further understands that a legend in
                    substantially the following form will be placed on all
                    documents evidencing the Common Shares and the Common Shares
                    issuable upon exercise of the Warrants and that similar
                    notations may be made on the Company records as a means of
                    preventing the disposition of the Common Shares other than
                    in accordance with this Agreement and applicable law:

          The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended (the "ACT"),
          or the securities laws of any state, and may not be offered, sold,
          transferred, pledged, hypothecated or otherwise disposed of except
          pursuant to (i) an effective registration statement under the ACT and
          any applicable state laws, or valid exception thereto, (ii) to the
          extent applicable, in accordance with Rule 144 under the ACT (or any
          similar rule under the ACT relating to the disposition of securities),
          and (iii) an opinion of counsel, reasonably satisfactory to counsel to
          the issuer, that registration is not required or an exemption from
          registration under the ACT and applicable state law is available and
          such transfer is made in accordance with Rule 144.

          (vi)      If a partnership, trust, corporation, or other entity: (i)
                    the Investor has the power and authority to sign and comply
                    with the terms of this Agreement and the person signing this
                    Agreement on its behalf has the necessary power to do so;
                    (ii) the Investor's principal place of business and
                    principal office are located within the jurisdiction set
                    forth in its address below.

          (vii)     The Investor understands and agrees that there may be
                    material tax consequences to the Investor of an acquisition
                    or disposition of the Securities. The Company gives no
                    opinion and makes no representation with respect to the tax
                    consequences to the Investor under United States, state,
                    local or foreign tax law of the Investor's acquisition or
                    disposition of the Securities.

          (vii)     The Investor confirms that neither the officers of the
                    Company nor any of its affiliates or agents have made any
                    representations or warranties or statements, except as
                    explicitly set forth in this Agreement, concerning the
                    Investor's investment in the Units, including but not
                    limited to any representations or warranties concerning tax
                    consequences that may arise in connection with the
                    Investor's investment in the Securities or the anticipated
                    financial results of the operations of the Company.

          (viii)    The Investor acknowledges that in making its decision to
                    invest in the Securities, it is not relying on any other
                    person, firm or company.

     (j)  No person, firm or corporation has or will have, as a result of an act
          or mission of the Investor, any right, interest or valid claim against
          the company or the Investor for any commission, fee for other
          compensation as a finder or broker in connection with the transactions
          contemplated by this agreement. The Investor will indemnify and hold
          the company harmless against any and all liability with respect to any
          such commission, fee


                                      -5-
<PAGE>
          or other compensation which may be payable or determined to be payable
          in connection with the transactions contemplated by this agreement.

3.2     The  Investor  agrees  as  follows:

     (a)  If the Investor decides to offer, sell or otherwise transfer any of
          the Common Shares or Warrants, it will not offer, sell or otherwise
          transfer any of such securities directly or indirectly, unless:

          (i)       the sale is to the Company or in a transaction that is
                    registered under the Securities Act and in accordance with
                    any applicable state securities or "Blue Sky" laws;

          (ii)      the sale is made in compliance with the exemption from the
                    registration requirements under the Securities Act and in
                    accordance with Rule 144 thereunder, if applicable, and in
                    accordance with any applicable state securities or "Blue
                    Sky" laws; or

          (iii)     the securities are sold in a transaction that does not
                    require registration under the Securities Act or any
                    applicable U.S. state laws and regulations governing the
                    offer and sale of securities; and

          (iv)      with respect to subparagraphs (ii) and (iii) hereof, it has
                    prior to such sale furnished to the Company an opinion of
                    counsel reasonably satisfactory to the Company.

3.3  Investor acknowledges and agrees as follows:

     (a)  the Warrants are non-transferrable, except as otherwise required by
          law; provided however, the holder of the Warrants may transfer the
          Warrant to a family trust, family member or corporation controlled by
          the shareholder, or if a corporation, its shareholders.

     (b)  the Investor acknowledges that any person who exercises a Warrant will
          be required to provide to the Company either:

          (i)       a representation that the Warrant is being exercised by the
                    original purchaser of the Units and the representations and
                    warranties made in connection with such purchase remain true
                    and correct as of the date of the exercise; or

          (ii)      a written opinion of counsel or other evidence satisfactory
                    to the Company to the effect that the Warrants and the
                    Warrant Shares have been registered under the Securities Act
                    and applicable state securities laws or are exempt from
                    registration thereunder.

4.   COMPANY REPRESENTATIONS, WARRANTIES, AND COVENANTS

4.1  In order to induce the Investor to enter into this Agreement and to
     purchase the number of Units set forth after its name on Schedule A, the
                                                              ----------
     Company hereby represents and warrants to the Investor, except as disclosed
     in the attached Company Disclosure Schedule, that:


                                      -6-
<PAGE>
     (a)  Organization, Standing, Etc. The Company is a corporation duly
          ---------------------------
          organized, validly existing and in good standing under the laws of the
          state of Nevada, and has the requisite corporate power and authority
          to own its properties and to carry on its business in all material
          respects as it is now being conducted. The Company has the requisite
          corporate power and authority to issue the Securities and to otherwise
          perform its obligations under this agreement.

     (b)  Governing Instruments. The Company has filed in its SEC Reports true,
          ---------------------
          accurate and correct copies of the articles of incorporation and
          bylaws of the Company and such articles of incorporation and bylaws
          are the duly and legally adopted articles of incorporation and bylaws
          of the Company in effect as of the date of this Agreement.

     (c)  Subsidiaries, etc. Except as otherwise described in its SEC Reports,
          -----------------
          the Company does not have any direct or indirect ownership interest in
          any corporation, partnership, joint venture, association or other
          business enterprise. If any entity is described in the Company's SEC
          Reports and the Company owns a controlling interest in such entity,
          each of the representations and warranties set forth in this article
          4.1 are being hereby restated with respect to such entity (modified as
          appropriate to the nature of such entity).

     (d)  Qualification. The Company is duly qualified, licensed or domesticated
          -------------
          as a foreign corporation in good standing in each jurisdiction wherein
          the nature of its activities or the properties owned or leased by it
          makes such qualification, licensing or domestication necessary and in
          which failure to so qualify or be licensed or domesticated would have
          a material adverse impact upon its business.

     (e)  Financial Statements. The Company's most recent financial statements
          --------------------
          contained in the Company's SEC Reports (i) are in accordance with the
          books and records of the Company, (ii) present fairly the financial
          condition of the Company at the balance sheets dates and the results
          of its operations for the periods therein specified, and (iii) have,
          in all material respects, been prepared in accordance with generally
          accepted accounting principles applied on a basis consistent with
          prior accounting periods. Without limiting the generality of the
          foregoing, the balance sheets or notes thereto disclose all of the
          debts, liabilities and obligations of any nature (whether absolute,
          accrued or contingent and whether due or to become due) as of the date
          of the Company's most recent financial statements contained in the
          Company's SEC Reports, which, individually or in the aggregate, are
          material and which in accordance with generally accepted accounting
          principles would be required to be disclosed in such balance sheets,
          and includes appropriate reserves for all taxes and other liabilities
          accrued as of such dates but not yet payable.

     (f)  Tax Returns and Audits. All required federal, state and local tax
          ----------------------
          returns or appropriate extension requests of the Company have been
          filed, and all federal, state and local taxes required to be paid with
          respect to such returns have been paid or provision for the payment
          thereof has been made. The Company is not delinquent in the payment of
          any such tax or in the payment of any assessment or governmental
          charge. The Company has not received notice of any tax deficiency
          proposed or assessed against it, and it has not executed any waiver of
          any statute of limitations on the assessment or collection of any tax.
          None of the Company's tax returns have been audited by governmental
          authorities in a manner to bring such audits to the Company's
          attention. The Company does not


                                      -7-
<PAGE>
          have any tax liabilities except those incurred in the ordinary course
          of business since January 1, 2003.

     (g)  Changes, Dividends, Etc. Except for the transactions contemplated by
          -----------------------
          this Agreement, since the date of the Company's most recent financial
          statements contained in the Company's SEC Reports , the Company has
          not: (i) incurred any debts, obligations or liabilities, absolute,
          accrued or contingent and whether due or to become due, except current
          liabilities incurred in the ordinary course of business which will not
          materially and adversely affect the business, properties or prospects
          of the Company; (ii) paid any obligation or liability other than, or
          discharged or satisfied any liens or encumbrances other than those
          securing, current liabilities, in each case in the ordinary course of
          business; (iii) declared or made any payment to or distribution to its
          shareholders as such, or purchased or redeemed any of its shares of
          capital stock, or obligated itself to do so; (iv) mortgaged, pledged
          or subjected to lien, charge, security interest or other encumbrance
          any of its assets, tangible or intangible, except in the ordinary
          course of business; (v) sold, transferred or leased any of its assets
          except in the ordinary course of business; (vi) suffered any physical
          damage, destruction or loss (whether or not covered by insurance)
          materially and adversely affecting the properties, business or
          prospects of the Company; (vii) entered into any transaction other
          than in the ordinary course of business; (viii) encountered any labor
          difficulties or labor union organizing activities; (ix) issued or sold
          any shares of capital stock or other securities or granted any
          options, warrants, or other purchase rights with respect thereto other
          than pursuant to this agreement; (x) made any acquisition or
          disposition of any material assets or became involved in any other
          material transaction, other than for fair value in the ordinary course
          of business; (xi) increased the compensation payable, or to become
          payable, to any of its directors or employees, or made any bonus
          payment or similar arrangement with any of its directors or employees
          or increased the scope or nature of any fringe benefits provided for
          its directors or employees; or (xii) agreed to do any of the foregoing
          other than pursuant hereto. There has been no material adverse change
          in the financial condition, operations, results of operations or
          business of the Company since the date of the Company's most recent
          financial statements contained in the Company's SEC Reports.

     (h)  Title to Properties and Encumbrances. The Company has good and
          ------------------------------------
          marketable title to all of its properties and assets, including
          without limitation the properties and assets reflected on Company's
          most recent financial statements contained in the Company's SEC
          Reports and the properties and assets used in the conduct of its
          business, except for property disposed of in the ordinary course of
          business since the date of the Company's most recent financial
          statements contained in the Company's SEC Reports, which properties
          and assets are not subject to any mortgage, pledge, lease, lien,
          charge, security interest, encumbrance or restriction, except (a)
          those which are shown and described on the Company Disclosure Schedule
          or the notes to the financial statements attached to the Company's
          latest SEC Reports, (b) liens for taxes and assessments or
          governmental charges or levies not at the time due or in respect of
          which the validity thereof shall currently be contested in good faith
          by appropriate proceedings, or (c) those which do not materially
          affect the value of or interfere with the use made of such properties
          and assets.

     (i)  Conditions of Properties. The plant, offices and equipment of the
          ------------------------
          Company have been kept in good condition and repair in the ordinary
          course of business.


                                      -8-
<PAGE>
     (j)  Litigation; Governmental Proceedings. There are no legal actions,
          ------------------------------------
          suits, arbitrations or other legal, administrative or governmental
          proceedings or, to the knowledge of the Company, threatened against
          the Company, or its properties or business, and the Company is not
          aware of any pending investigations or facts which are likely to
          result in or form the basis for any such action, suit or other
          proceeding. The Company is not in default with respect to any
          judgment, order or decree of any court or any governmental agency or
          instrumentality. The Company has not been threatened with any action
          or proceeding under any business or zoning ordinance, law or
          regulation.

     (k)  Compliance With Applicable Laws and Other Instruments. To the best of
          -----------------------------------------------------
          the Company's knowledge, the business and operations of the Company
          have been and are being conducted in all material respects in
          accordance with all applicable laws, rules and regulations of all
          governmental authorities. Neither the execution nor delivery of, nor
          the performance of or compliance with, this agreement nor the
          consummation of the transactions contemplated hereby will, with or
          without the giving of notice or passage of time, result in any breach
          of, or constitute a default under, or result in the imposition of any
          lien or encumbrance upon any asset or property of the Company pursuant
          to, any agreement or other instrument to which the Company is a party
          or by which it or any of its properties, assets or rights is bound or
          affected, and will not violate the articles of incorporation or bylaws
          of the Company. The Company is not in violation of its articles of
          incorporation or bylaws nor in material violation of, or in material
          default under, any lien, indenture, mortgage, lease, agreement,
          instrument, commitment or arrangement in any material respect. The
          Company is not subject to any restriction which would prohibit it from
          entering into or performing its obligations under this agreement.

     (l)  Units, Warrants and Common Shares. The Units and the underlying Common
          ---------------------------------
          Shares, when issued and paid for pursuant to the terms of this
          Agreement or upon the exercise of the Warrants, will be duly
          authorized, validly issued and outstanding, fully paid, nonassessable
          shares and shall be free and clear of all pledges, liens, encumbrances
          and restrictions created by the Company. The Warrants, when issued
          pursuant to the terms of this agreement will be binding obligations of
          the Company in accordance with their terms. The Common Shares have
          been reserved for issuance and when issued upon exercise of the
          Warrants will be duly authorized, validly issued and outstanding,
          fully paid, nonassessable and free and clear of all pledges, liens,
          encumbrances and restrictions.

     (m)  Securities Laws. Based in part upon the representations of the
          ---------------
          Investor in Section 3, no consent, authorization, approval, permit or
          order of or filing with any governmental or regulatory authority is
          required under current laws and regulations in connection with the
          execution and delivery of this agreement or the offer, issuance, sale
          or delivery of the Securities, other than the qualification thereof,
          if required, under applicable state securities laws, which
          qualification has been or will be effected as a condition of these
          sales except applicable notices of exemption, such as a Form D. The
          Company has not, directly or through an agent, offered the Securities
          or any similar securities for sale to, or solicited any offers to
          acquire such securities from, persons other than the Investors and
          other accredited investors, except prior to the date of this
          Agreement, which offers have or will be terminated prior to the
          Closing Date. To the best of the Company's knowledge, under the
          circumstances contemplated by this agreement and assuming the accuracy
          of the representations of the Investor in article 3, the offer,
          issuance, sale and


                                      -9-
<PAGE>
          delivery of the Securities will not, under current laws and
          regulations, require compliance with the prospectus delivery or
          registration requirements of the federal Securities Act.

     (n)  Patents and Other Intangible Rights. To the best of the Company's
          -----------------------------------
          knowledge, the Company (a) owns or has the exclusive right to use,
          free and clear of all material liens, claims and restrictions, all
          patents, trademarks, service marks, trade names, copyrights, licenses
          and rights with respect to the foregoing, used in the conduct of its
          business as now conducted without infringing upon or otherwise acting
          adversely to the right or claimed right of any person under or with
          respect to any of the foregoing, (b) is not obligated or under any
          liability whatsoever to make any payments of a material nature by way
          of royalties, fees or otherwise to any owner of, licensor of, or other
          claimant to, any patent, trademark, trade name, copyright or other
          intangible asset, with respect to the use thereof or in connection
          with the conduct of its business or otherwise, (c) owns or has the
          unrestricted right to use all trade secrets, including know-how,
          customer lists, inventions, designs, processes, computer programs and
          technical data necessary to develop operation and sale of all products
          and services sold or proposed to be sold by it, free and clear of any
          rights, liens, or claims of others, and (d) is not using any
          confidential information or trade secrets of others.

     (o)  Capital Stock. The authorized capital stock of the Company consists of
          -------------
          100,000,000 common shares, $0.001 par value, of which 20,372,848
          shares are issued and outstanding as of the Effective Date, and
          5,000,0000 shares of preferred stock, $0.001 par value, of which no
          shares are issued and outstanding. All of the outstanding shares of
          the Company were duly authorized and validly issued and are fully paid
          and nonassessable. There are no outstanding subscriptions, options,
          warrants, calls, contracts, demands, commitments, convertible
          securities or other agreements or arrangements of any character or
          nature whatever, other than this Agreement, under which the Company is
          obligated to issue any securities of any kind representing an
          ownership interest in the Company. Neither the offer nor the issuance
          or sale of the Units, the Common Shares or the Warrants constitutes an
          event, under any anti-dilution provisions of any securities issued or
          issuable by the Company or any agreements with respect to the issuance
          of securities by the Company, which will either increase the number of
          shares issuable pursuant to such provisions or decrease the
          consideration per share to be received by the Company pursuant to such
          provisions. No holder of any security of the Company is entitled to
          any pre-emptive or similar rights to purchase any securities of the
          Company from the Company; provided, however, that nothing in this
          section 4.1(o) shall affect, alter or diminish any right granted to
          the Investor in this Agreement.

     (p)  All securities issued by the Company after May 8, 2003, have been
          issued in full compliance with an exemption or exemptions from the
          registration and prospectus delivery requirements of the Securities
          Act and from the registration and qualification requirements of all
          applicable state securities laws.

     (q)  Outstanding Debt. The Company does not have any material indebtedness
          ----------------
          incurred as the result of a direct borrowing of money, including, but
          not limited to, indebtedness with respect to trade accounts, except as
          set forth in the Company's most recent financial statements contained
          in the Company's SEC Reports or the notes thereto. The Company is not
          in default in the payment of the principal of or interest or premium
          on any such indebtedness, and no event has occurred or is continuing
          under the provisions of any


                                      -10-
<PAGE>
          instrument, document or agreement evidencing or relating to any such
          indebtedness which with the lapse of time or the giving of notice, or
          both, would constitute an event of default thereunder.

     (r)  Assets and Contracts. The Company has filed all material agreements
          --------------------
          required to be filed or submitted with its SEC Reports under the rules
          and regulations of the SEC. The Company has in all material respects
          substantially performed all obligations required to be performed by it
          to date and is not in default in any material respect under any of the
          contracts, agreements, leases, documents, commitments or other
          arrangements to which it is a party or by which it is otherwise bound.
          All instruments material to the Company's business or otherwise
          described in this section are in effect and enforceable according to
          their respective terms, and there is not under any of such instruments
          any existing material default or event of default or event which, with
          notice or lapse of time or both, would constitute an event of default
          thereunder. All parties having material contractual arrangements with
          the Company are in substantial compliance therewith and none are in
          material default in any respect thereunder.

     (s)  Corporate Acts and Proceedings. This Agreement has been duly
          ------------------------------
          authorized by all necessary corporate action on behalf of the Company,
          has been duly executed and delivered by authorized officers of the
          Company, and is a valid and binding agreement on the part of the
          Company that is enforceable against the Company in accordance with its
          terms, except as the enforceability thereof may be limited by
          bankruptcy, insolvency, moratorium, reorganization or other similar
          laws affecting the enforcement of creditors' rights generally and to
          judicial limitations on the enforcement of the remedy of specific
          performance and other equitable remedies. All corporate action
          necessary to the authorization, creation, reservation, issuance and
          delivery of the Units, Common Shares, the Warrants and the Common
          Shares acquirable upon exercise of the Warrants has been taken by the
          Company, or will be taken by the Company on or prior to the Closing
          Date.

     (t)  Accounts Receivable. To the extent that they exceed the reserves for
          -------------------
          doubtful accounts set forth in the most recent financial statements
          contained in the Company's SEC Reports, the accounts receivable which
          are reflected in such financial statements and all accounts receivable
          of the Company which have arisen since the latest date of the balance
          sheet contained in such financial statements (except such accounts
          receivable as have been collected) are valid and enforceable claims,
          and the goods and services sold and delivered which gave rise to such
          accounts were sold and delivered in conformity with the applicable
          purchase orders, agreements and specifications. To the best of the
          Company's knowledge, such accounts receivable are subject to no valid
          defense or offsets except routine customer complaints or warranty
          demands of an immaterial nature. The reserve for doubtful accounts
          that is included in the most recent financial statements contained in
          the Company's SEC Reports is adequate.

     (u)  Inventories. The inventories of the Company which are reflected in the
          -----------
          most recent financial statements contained in the Company's SEC
          Reports and all inventory items which have been acquired since the
          latest date of the balance sheet contained in such financial
          statements consist of raw materials, supplies, work-in-process and
          finished goods of such quality and quantities as are currently usable
          or salable in the ordinary course of its business.


                                      -11-
<PAGE>
     (v)  Purchase Commitments and Outstanding Bids. No material purchase
          -----------------------------------------
          commitment of the Company is in excess of normal, ordinary and usual
          requirements of its business, or was made at any price in excess of
          the then current market price, or contains terms and conditions more
          onerous than those usual and customary in the industry.

     (w)  There is no outstanding material bid, sales proposal, contract or
          unfilled order of the Company which (a) will, or could if accepted,
          require the Company to supply goods or services at a cost to the
          Company in excess of the revenues to be received therefrom, or (b)
          quotes prices which do not include a mark-up over reasonably estimated
          costs consistent with past mark-ups on similar business or market
          conditions current at the time.

     (x)  Insurance Coverage. There are in full force policies of insurance
          ------------------
          issued by insurers of recognized responsibility insuring the Company
          and its properties and business against such losses and risks, and in
          such amounts, as in the Company's best judgment, after advice from its
          insurance broker, are acceptable for the nature and extent of such
          business and its resources.

     (y)  No Brokers or Finders. No person, firm or corporation has or will
          ---------------------
          have, as a result of any act or omission of the Company, any right,
          interest or valid claim against the Company or the Investor for any
          commission, fee or other compensation as a finder or broker in
          connection with the transactions contemplated by this Agreement. The
          Company will indemnify and hold the Investor harmless against any and
          all liability with respect to any such commission, fee or other
          compensation which may be payable or determined to be payable in
          connection with the transactions contemplated by this Agreement.

     (z)  Conflicts of Interest. No officer, director or shareholder of the
          ---------------------
          Company or any affiliate (as such term is defined in Rule 405 under
          the Securities Act) of any such person has any direct or indirect
          interest (a) in any entity which does business in excess of $10,000
          with the Company, (b) in any property, asset or right with a value in
          excess of $10,000 which is used by the Company in the conduct of its
          business, or (c) in any contractual relationship with the Company
          other than as an employee, the proceeds of which will exceed $10,000.
          For the purpose of this section 4.1(z), there shall be disregarded any
          interest which arises solely from the ownership of less than a 5%
          equity interest in a corporation whose stock is regularly traded on
          any national securities exchange or in the over-the-counter market.
          Notwithstanding the foregoing, the Company makes no representation or
          warranty regarding the direct or indirect interests of Hendrick
          Rethwilm other than those required to have been disclosed in the
          Company's SEC Reports.

     (aa) Licenses. The Company possesses from the appropriate agency,
          --------
          commission, board and government body and authority, whether state,
          local or federal, all licenses, permits, authorizations, approvals,
          franchises and rights which are (a) necessary for it to engage in the
          business currently conducted by it, and (b) if not possessed by the
          Company would have an adverse impact on the Company's business. The
          Company has no knowledge that would lead it to believe that it will
          not be able to obtain all licenses, permits, authorizations,
          approvals, franchises and rights that may be required for any business
          the Company proposes to conduct.


                                      -12-
<PAGE>
     (bb) Disclosure. The Company has not knowingly withheld from the Investor
          ----------
          any material facts known to the Company and relating to the assets,
          business, operations, financial condition or prospects of the Company.
          No representation or warranty in this Agreement or in any certificate,
          schedule, statement or other document furnished or to be furnished to
          any Investor pursuant hereto or in connection with the transactions
          contemplated hereby contains or will contain any untrue statement of a
          material fact or omits or will omit to state any material fact
          required to be stated herein or therein or necessary to make the
          statements herein or therein not misleading.

     (cc) Registration Rights. Other than as contemplated under this Agreement,
          -------------------
          the Registration Rights Agreement dated as of November 12, 2003, or as
          may be registered on Form S-8 pursuant to the 2003 Stock Plan, the
          Company is not obligated to register any of its authorized or
          outstanding securities under the Securities Act, not otherwise subject
          to a registration statement previously filed with the SEC.

     (dd) Retirement Plans. The Company does not have any retirement plan in
          ----------------
          which any employees of the Company participates that is subject to any
          provisions of the Employee Retirement Income Security Act of 1974 and
          of the regulations adopted pursuant thereto ("ERISA").

     (ee) Environmental and Safety Laws. The Company has not received any notice
          -----------------------------
          that it is in violation of any applicable statute, law or regulation
          relating to the environment or occupational health and safety, and to
          the best of the Company's knowledge no material expenditures are or
          will be required in order to comply with any such existing statute,
          law or regulation.

     (ff) Employees. To the best of the Company's knowledge, no officer of the
          ---------
          Company or employee of the Company (whose annual compensation is in
          excess of $20,000) has any plans to terminate his or her employment
          with the Company. Except for the accrual of salaries disclosed in the
          Company's Disclosure Statement, the Company has complied in all
          material respects with all laws relating to the employment of labor,
          including provisions relating to wages, hours, equal opportunity,
          collective bargaining and payment of Social Security and other taxes,
          and the Company has not encountered any material labor difficulties.
          The Company does not have any worker's compensation liabilities.

     (gg) Absence of Restrictive Agreements. To the best of the Company's
          ---------------------------------
          knowledge, no employee of the Company is subject to any secrecy or
          non-competition agreement or any agreement or restriction of any kind
          that would impede in any way the ability of such employee to carry out
          fully all activities of such employee in furtherance of the business
          of the Company. To the best of the Company's knowledge, no employer or
          former employer of any employee of the Company has any claim of any
          kind whatsoever in respect of any of such rights.

4.2  Reserved.

4.3  Reserved.


                                      -13-
<PAGE>
5.   GENERAL

5.1  The parties will sign and deliver all further documents and instruments and
     do all things that may, either before or after the signing of this
     Agreement, be reasonably required to carry out the full intent and meaning
     of this Agreement.

5.2  This Agreement may not be assigned by either party hereto.

5.3  All notices, requests, consents and other communications required or
     permitted hereunder shall be in writing and shall be delivered, or mailed
     first-class postage prepaid, registered or certified mail, overnight
     courier, hand delivery, by facsimile or email, if to the Investor or any
     holder of Warrants addressed to such holder at its address as shown on the
     books of the Company, or at such other address as such holder may specify
     by written notice to the Company, or if to the Company at the address set
     forth above, Attention: President; or at such other address as the Company
     may specify by written notice to the Investors; and such notices and other
     communications shall for all purposes of this agreement be treated as being
     effective or having been given if delivered personally, or, if sent by
     mail, overnight courier, hand delivery, by facsimile or email, when
     received.

5.4  All representations and warranties contained herein shall survive the
     execution and delivery of this agreement, any investigation at any time
     made by the Investor or on its behalf, and the sale and purchase of the
     Units and payment therefor. All statements contained in any certificate,
     instrument or other writing delivered by or on behalf of the Company
     pursuant to this Agreement or in connection with or in contemplation of the
     transactions herein contemplated shall constitute representations and
     warranties by the Company hereunder.

5.5  This Agreement and the agreements contemplated herein contains the entire
     understanding of the parties with respect to the transactions contemplated
     in this Agreement and the terms of this Agreement expressly replace and
     supersede any prior oral or written communication, understanding or
     agreement among the parties and this Agreement may be amended only by
     agreement in writing executed by the parties.

5.6  Each Party acknowledges that it has been advised by the other to seek
     independent legal and financial (including tax) advice with respect to this
     Agreement and that it has not relied on the other party for any advice,
     whether legal or otherwise, with respect to this Agreement.

5.7  This Agreement shall be interpreted neutrally and no construction against
     the drafter shall be permitted.

5.8  It is the intention of the parties hereto that this Agreement and the
     performance hereunder shall be interpreted and construed in accordance with
     and pursuant to the laws of the State of California.

5.9  This Agreement may be signed by the parties in as many counterparts as may
     be deemed necessary, each of which so signed will be deemed to be an
     original, and all counterparts together will constitute one and the same
     instrument. A copy of this Agreement transmitted by facsimile will be
     treated and relied on for all purposes by any person as an originally
     signed copy.

5.10 In the event any legal action is instituted by any party to this Agreement
     for the purpose of enforcing or interpreting any provision of this
     Agreement or any other agreement arising under or


                                      -14-
<PAGE>
     relating to this Agreement, the prevailing party in such action shall be
     entitled to recover its reasonable attorneys' and expert witness fees and
     costs.

5.11 If prior to the date which is 24 months from the Closing, the Company shall
     file a new registration statement with the SEC, excluding any amendments to
     or refilings of registration statements currently on file with the SEC,
     registering the sale or resale of any of the Company's debt or equity
     securities, then the Company shall also include Investor's resale of the
     Common Shares in such registration statement on the same terms and
     conditions as provided to the other selling security holders; provided (a)
     the Investor will cooperate with the Company in all respects in connection
     with the registration, including timely supplying all information
     reasonably requested by the Company (which shall include all information
     regarding the Investor and proposed manner of sale of the Common Shares
     required to be disclosed in any registration statement) and executing and
     returning all documents reasonably requested in connection with the
     registration and sale of the Common Shares and entering into and performing
     their obligations under any underwriting agreement, if the offering is an
     underwritten offering, in usual and customary form, with the managing
     underwriter or underwriters of such underwritten offering, and (b) the
     Company shall have no obligation to include in such registration statement
     any Common Shares that are permitted to be resold to the public without
     registration under the Securities Act.


                                      -15-
<PAGE>
     TO BE COMPLETED BY THE INVESTOR

A.   REGISTRATION INSTRUCTIONS The name and address of the person in whose name
     the Securities are to be registered is as follows

          Generation  Capital  Associates
          -------------------------------
          Name

          1085  Riverside  Trace
          ----------------------
          Address

          Atlanta,  GA  30328
          -------------------
          City,  State     Zip  Code

          Attn:  Frank  E.  Hart,  General  Partner
          -----------------------------------------

          Telephone:  404  303-8450
          -------------------------

          Fax:  404  255  2218
          --------------------

          Tax  I.D.  #  13-3175117
          ------------------------

          With  Copy  to:
          ---------------

          David  A.  Rapaport,  General  Counsel
          --------------------------------------

          333  Sandy  Springs  Circle,  Suite  230
          ----------------------------------------

          Atlanta,  GA  30328
          -------------------

          Telephone:  404  25709150
          -------------------------

          Fax:  404  257-9125
          -------------------

          Email:  drapaport@hcfmgmt.com
          -----------------------------


B.   DELIVERY INSTRUCTIONS. The name and address of the person to whom the
     certificates representing the Investor's Securities referred to in
     paragraph A above are to be delivered is as follows

          David  A.  Rapaport
          -------------------
          Name

          333  Sandy  Springs  Circle,  Suite  230
          ----------------------------------------
          Address

          Atlanta,  GA  30328
          -------------------
          City,  State     Zip  Code


                                      -16-
<PAGE>
C.   SUBSCRIPTION AMOUNT:

          Subscription Funds: US$  200,000.00

          Number of Units:    160,000 Units (where each Unit consists of one
                              share and one half of one purchase warrant. Each
                              whole warrant will entitle the Investor to
                              subscribe for one additional common share of the
                              Company on the terms set forth in this Agreement).





                   TO BE COMPLETED AND SIGNED BY THE INVESTOR:
                   -------------------------------------------



The  Investor  has  signed  this  Agreement  as  of the ____ day of  March, 2004



Generation  Capital  Associates
-------------------------------
Name  of  the  Investor  -  use  the  name  inserted  in  paragraph  A  above.




Signature  of  Investor




Title  (if  applicable)

ACCEPTANCE

Signed  and  Accepted  this  ____  day  of  March,  2004

RAPIDTRON,  INC.



By:
   ------------------------------------------
     John  Creel,  President


                                      -17-
<PAGE>
                                   SCHEDULE A


     INVESTOR NAME AND ADDRESS         NUMBER OF UNITS     AMOUNT OF INVESTMENT
     -------------------------         ---------------     --------------------
     Generation  Capital  Associates       160,000               $200,000
     1085  Riverside  Trace
     Atlanta,  GA  30328


                                      -18-
<PAGE>
                                   SCHEDULE B

                           FORM OF WARRANT CERTIFICATE


THIS  WARRANT  IS NON-TRANSFERABLE, SUBJECT TO LIMITED EXCEPTIONS.  THIS WARRANT
AND  THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER  THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR
THE SECURITIES LAWS OF ANY STATE.  THIS WARRANT AND THE COMMON STOCK THAT MAY BE
ISSUED  UPON EXERCISE OF THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY (A) TO THE COMPANY, (B) IF THE TRANSACTION HAS BEEN REGISTERED
IN  COMPLIANCE  WITH  THE  REGISTRATION  REQUIREMENTS  UNDER THE 1933 ACT AND IN
ACCORDANCE  WITH  APPLICABLE STATE SECURITIES LAWS, OR (C) IN A TRANSACTION THAT
DOES  NOT  REQUIRE  REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS
AND  REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS,
PRIOR  TO  SUCH  SALE,  FURNISHED  TO  THE  COMPANY  AN  OPINION  OF COUNSEL, OF
RECOGNIZED  STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO
THE  COMPANY.


                                 RAPIDTRON, INC.

                            NON-TRANSFERABLE WARRANT

                                   TO PURCHASE

                             SHARES OF COMMON STOCK

     For value received and subject to the terms and conditions of this warrant,
GENERATION CAPITAL ASSOCIATES, a New York limited partnership, its successors or
permitted  assigns  ("Holder"),  is entitled to purchase from Rapidtron, Inc. at
3151  Airway  Ave.,  Bldg.  Q,  Costa  Mesa, CA 92626, a Nevada corporation (the
"Company"),  up  to  one  hundred  sixty  thousand  (160,000)  fully  paid  and
nonassessable  shares of the Company's common stock (the "Common Stock") or such
greater  or  lesser number of such shares as may be determined by application of
the  anti-dilution  provisions  of  this warrant, at the price of One and 46/100
Dollars  ($1.46)  per  share until 5:00 p.m. (California time) on March 31, 2009
(the  "Warrant  Exercise  Price").

     This  warrant  is  subject  to  the  following  terms  and  conditions:

     1.     Exercise.  (a)  The  rights  represented  by  this  warrant  may  be
            --------
exercised  by  the Holder, in whole or in part, by written election, in the form
set  forth  below,  by  the  surrender  of  this  warrant  (properly endorsed if
required)  at  the  principal  office  of the Company, by payment to it by cash,
certified check or bank draft of the Warrant Exercise Price for the shares to be
purchased  and  by  delivery  of  a subscription agreement, an investment letter
and/or  similar  documents acceptable to the Company demonstrating that the sale
of  the  shares to be purchased is exempt from registration under the Securities
Act  of  1933,  as amended (the "Securities Act"), and any state securities law.
The shares so purchased shall be deemed to be issued as of the close of business
on  the  date on which this warrant has been exercised by payment to the Company
of  the  Warrant  Exercise  Price.  Certificates  for  the  shares  of  stock so
purchased,  bearing an appropriate restrictive legend, shall be delivered to the
Holder  within  10  days after the rights represented by this warrant shall have
been  so  exercised,  and,  unless  this  warrant  has  expired,  a  new warrant
representing  the  number  of shares, if any, with respect to which this warrant
has  not been exercised shall also be delivered to the Holder hereof within such
time.  No  fractional  shares shall be issued upon the exercise of this warrant.


                                      -19-
<PAGE>
               (b)     If,  at  the  time of an exercise which occurs after [one
year  after  vesting date] there is no effective registration statement covering
the  resale of the Common Stock subject to this Warrant, with current prospectus
available,  and if the Market Value of one share of Common Stock at such time is
greater than the Exercise Price (at the date of calculation as set forth below),
in  lieu  of exercising this Warrant for cash, the Investor may make a "cashless
exercise" by completing the Warrant Exercise Form attached hereto and delivering
such  form  to  the  Company  by  USPS mail, overnight courier, or facsimile and
delivering  this  Warrant to the Company within five days of such exercise.  The
Holder  shall  receive that number of Common Shares equal to the total number of
Common  Shares  the  Investor would have otherwise been entitled to receive upon
exercise  of  the  Warrants, less the total number of Common Shares with a "Fair
Market  Value" (defined below) equal to the total Exercise Price that would have
otherwise  been paid upon exercise of the Warrants.  As used herein "Fair Market
Value"  means the average of the highest 4:00 PM New York Time closing bid price
of  the  Company's  common stock (as reported on the Bloomberg Quotation System)
for  the  ten  (10)  trading  days  immediately  preceding the date the Cashless
Exercise  Form  is  received  by  the  Company. If the Cashless Exercise Form is
received  by  the Company after 4:00 PM New York Time on a trading day, such day
shall  be  considered the tenth trading day of such period. No fractional shares
shall be issued upon a cashless exercise of the Warrants and the total number of
Common  Shares  to  be  issued shall be rounded down to the nearest whole share.

               (c)     Certificates  for  the  shares  of  stock  so  purchased,
bearing  an  appropriate  restrictive  legend,  shall be delivered to the Holder
within  5  business days after the rights represented by this warrant shall have
been  so  exercised,  and,  unless  this  warrant  has  expired,  a  new warrant
representing  the  number  of shares, if any, with respect to which this warrant
has  not been exercised shall also be delivered to the Holder hereof within such
time.  No  fractional  shares shall be issued upon the exercise of this warrant.

               (d)     No  Holder of this warrant shall be permitted to exercise
the  warrant  to the extent that such exercise would cause such Holder to be the
beneficial owner of more than 5% of the Company's then outstanding common stock,
at  that  given time.  This limitation shall not be deemed to prevent any Holder
from  acquiring  an  aggregate of more than 5% of the Company's common stock, so
long  as  such  Holder  does  not beneficially own more than 5% of the Company's
common  stock,  at  any  given  time.

     2.     Shares.  All  shares  that  may  be  issued upon the exercise of the
            ------
rights  represented by this warrant shall, upon issuance, be duly authorized and
issued, fully paid and nonassessable shares.  During the period within which the
rights  represented  by  this warrant may be exercised, the Company shall at all
times  have  authorized  and  reserved for the purpose of issue or transfer upon
exercise  of  the  subscription  rights  evidenced  by this warrant a sufficient
number  of  shares of its common stock to provide for the exercise of the rights
represented  by  this  warrant.

     THE  SHARES OF COMMON STOCK TO BE ISSUED TO THE HOLDER UPON EXERCISE OF THE
RIGHTS REPRESENTED BY THIS WARRANT SHALL BE ISSUED PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER  THE SECURITIES ACT AND APPLICABLE SECURITIES LAW.  AS SUCH,
THE SHARES WILL BE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 OF THE
SECURITIES  ACT,  AND  THE  SHARE CERTIFICATES REPRESENTING THE SHARES ARE TO BE
LEGENDED  AS  FOLLOWS:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")
     OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY BE OFFERED, SOLD,
     PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE
     TRANSACTION HAS BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION
     REQUIREMENTS UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE
     SECURITIES LAWS, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
     UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING
     THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
     FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR
     OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY.


                                      -20-
<PAGE>
     3.     Adjustment.  The  Warrant Exercise Price and the number of shares of
            ----------
Common  Stock  shall  be  subject to adjustment from time to time as hereinafter
provided  in  this  Section  3:

          (a)     If  the  Company at any time divides the outstanding shares of
          its  common stock into a greater number of shares (whether pursuant to
          a  stock  split,  stock dividend or otherwise), and conversely, if the
          outstanding  shares  of  its  common stock are combined into a smaller
          number  of  shares,  the  Warrant Exercise Price in effect immediately
          prior  to  such  division  or  combination  shall  be  proportionately
          adjusted  to  reflect  the  reduction or increase in the value of each
          such  common  share.

          (b)     Upon each adjustment of the Warrant Exercise Price, the Holder
     shall  thereafter  be  entitled  to purchase, at the Warrant Exercise Price
     resulting  from  such  adjustment,  the  number  of  shares  obtained  by
     multiplying  the Warrant Exercise Price in effect immediately prior to such
     adjustment  by the number of shares purchasable pursuant hereto immediately
     prior  to  such  adjustment and dividing the product thereof by the Warrant
     Exercise  Price  resulting  from  such  adjustment.

          (c)     Upon any adjustment of the Warrant Exercise Price, the Company
          shall  give  written  notice thereof to the Holder stating the Warrant
          Exercise  Price  resulting  from  such  adjustment and the increase or
          decrease,  if  any,  in the number of shares purchasable at such price
          upon  the exercise of this warrant, setting forth in reasonable detail
          the method of calculation and the facts upon which such calculation is
          based.

     4.     No Rights as Shareholder.  This warrant shall not entitle the Holder
            ------------------------
to  any  rights  as  a  shareholder  of  the  Company.

     5.     Transfer.  This  warrant  and  all  rights  hereunder  are
            --------
non-transferable,  except  as  otherwise  required by law; provided however, the
holder  of the warrant may transfer the warrant to a family trust, family member
or  corporation controlled by the shareholder, or if a corporation, partnership,
or  limited  liability  company,  its shareholders, partners, or members, as the
case  may  be.

     6.     NEITHER  THE  WARRANTS  NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE  THEREOF  HAVE  BEEN  OR WILL BE REGISTERED UNDER THE SECURITIES ACT OR
UNDER  THE  LAWS OF ANY STATE OF THE UNITED STATES.  THE WARRANTS AND THE SHARES
OF  COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN RECOMMENDED BY ANY
U.S. OR FOREIGN SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE
FOREGOING  AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR CONFIRMED THE ADEQUACY
OF  THIS  DOCUMENT.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Warrants represented by this Warrant Certificate may only be exercised by or
on  behalf  of  a  Holder  who,  at  the  time  of  exercise,  either:

     (a)  provides  written  confirmation  that it was the original purchaser in
          the  Company's private placement of the Units under which the Warrants
          were issued and the representations and warranties made to the Company
          in  connection  with  the  acquisition  of  the  Units remain true and
          correct  on  the  date  of  exercise;  or

     (b)  provides  a  written  opinion  of counsel, in a form acceptable to the
          Company,  acting  reasonably,  that  the  shares of Common Stock to be
          delivered  upon  exercise  of  the  Warrants  are  exempt  from  the
          registration  requirements under the Securities Act and the securities
          laws  of  all  applicable  states  of  the  United  States.



     7.     Notices.  All  demands  and  notices  to be given hereunder shall be
            -------
delivered  or  sent by first class USPS mail, postage prepaid, overnight courier
or  facsimile:  in  the  case  of  the  Company,  addressed  to  its  corporate
headquarters,  3151  Airway  Ave.,  Bldg.  Q,  Costa Mesa, CA 92626, until a new
address  shall  have been substituted by like notice; and in the case of Holder,
addressed to Holder at the address written below, until a new address shall have
been  substituted  by  like  notice.


                                      -21-
<PAGE>
     IN  WITNESS WHEREOF, the Company has caused this warrant to be executed and
delivered  by  a  duly  authorized  officer.

Dated:  April  1,  2004

                              RAPIDTRON,  INC.

                              By:
                                 --------------------------------------
                                 John  Creel,  President



GENERATION  CAPITAL  ASSOCIATES
(Warrant  Holder)

1085  Riverside  Trace
Atlanta,  GA  30328
Tel:  404  303-8450
Fax:  404  257-9150

copy  to:

David  A.  Rapaport,  EVP  &  General  Manager
333  Sandy  Springs  Circle,  Suite  230
Atlanta,  GA  30328
drapaport@hcfmgmt.com


                                      -22-
<PAGE>


                                WARRANT EXERCISE

                (To be signed only upon exercise of this warrant)

The  undersigned, the Holder of the foregoing warrant, hereby irrevocably elects
to  exercise the purchase right represented by such warrant for, and to purchase
thereunder,  __________ shares of Common Stock of Rapidtron, Inc., to which such
warrant  relates;  and  (please  check  one)

     herewith makes payment of $__________ therefor in cash, certified check or
     bank draft, or

     herewith requests a cashless exercise pursuant to Section 1(b) of the
     warrant; and

herewith  makes payment of $__________ therefor in cash, certified check or bank
draft  and  requests that the certificates for such shares be issued in the name
of,  and  be  delivered to ___________________, whose address is set forth below
the  signature  of  the  undersigned.

In  connection  with  this  exercise:  (check  one):

[ ]       1.   The  undersigned  was  the  original  purchaser  in the Company's
               private  placement  of  the  Units  under which the Warrants were
               issued,  and  the  representations  and  warranties  made  to the
               Corporation  in  connection  with  the  acquisition  of the Units
               remain  true  and  correct  on  the  Exercise  Date.

[ ]       2.   The  undersigned  is delivering a written opinion of U.S. Counsel
               to the effect that the Warrants and the shares of Common Stock to
               be  delivered  upon  exercise  hereof  are  exempt  from  the
               registration  requirements under the United States Securities Act
               of  1933,  as  amended, and the securities laws of all applicable
               states  of  the  United  States.





Dated:
      --------------------------


                                   Signature

                                   Social Security or other Tax Identification
Holder:                            No.


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

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

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

--------------------------------
Please print present name and address


                                      -23-
<PAGE>
                                   SCHEDULE C

                                     OMITTED


                                      -24-
<PAGE>
                                   SCHEDULE D

                                     OMITTED




                                      -25-
<PAGE>
                                   SCHEDULE E

                                     OMITTED




                                      -26-
<PAGE>
                                   SCHEDULE F

                        DEFINITION OF ACCREDITED INVESTOR

"Accredited  Investor"  has the meaning ascribed to it in Rule 501 of Regulation
D,  promulgated  by  the  Securities  and  Exchange  Commission  pursuant to the
Securities  Act  of  1933.


                                      -27-
<PAGE>
                                   SCHEDULE G

                                     OMITTED


                                      -28-
<PAGE>