AMENDMENT TO ESCROW AND CONTRIBUTION AGREEMENT


     Reference is made to that certain Escrow and Contribution Agreement dated
effective as of November 12, 2003 (the "ESCROW AND CONTRIBUTION AGREEMENT"), by
and among RAPIDTRON, INC., a Nevada corporation ("RAPIDTRON"); STEVE MEINEKE, an
individual and Secretary, Treasurer, General Manager, Director and shareholder
of Rapidtron  ("MEINEKE"); PETER DERMUTZ, an individual and Executive Vice
President and shareholder of Rapidtron  ("DERMUTZ");  JOHN CREEL, an individual
and President, Chairman of the Board of Directors and shareholder of Rapidtron
and the shareholder representative of the Principals ("SHAREHOLDER
REPRESENTATIVE"); Ceres Financial Limited, a BVI company ("LEAD INVESTOR"); and
LEE & GODDARD, LLP, a California limited liability partnership ("LEE GODDARD").
This AMENDMENT TO ESCROW AND CONTRIBUTION AGREEMENT ("AGREEMENT") is made and
entered into by and among the Shareholder Representative on behalf of the
Principals, the Lead Investor on behalf of the Investors, Rapidtron and
GREENBERG TRAURIG, LLP, as the new escrow agent (the "GREENBERG"), effective on
the 31st day of March, 2005 (the "EFFECTIVE DATE"), and amends the Escrow and
Contribution Agreement.

Collectively, Creel, Meineke and Dermutz are referred to in this Agreement as
the "PRINCIPALS."  Rapidtron, the Principals, the Lead Investor and Greenberg
are sometimes hereinafter referred to collectively as the "PARTIES."
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Escrow and Contribution Agreement.

                                    RECITALS

     WHEREAS, the Parties entered into the Escrow and Contribution Agreement,
pursuant to which the Principals made certain representations and warranties in
the Purchase Agreement to the Investors related to financial forecasts of
Rapidtron contained in Section 4.1 (ii) related to gross revenues for the
fifteen month period beginning October 1, 2003 and ending December 31, 2004;

     WHEREAS, Rapidtron filed its Form 10-KSB for the year ended December 31,
2004, and Lee Goddard effectively resigned as escrow agent subsequent to such
filing;

     WHEREAS, the Parties agreed to amend the Escrow and Contribution Agreement
to appoint Greenberg as Escrow Agent to replace Lee Goddard and to extend the
period for providing notice and claims under the Escrow and Contribution
Agreement; however, the amendment was not executed by the Parties and the Escrow
Property was not delivered to Greenberg;

     WHEREAS, the Parties have determined that it is necessary to amend the
Escrow and Contribution Agreement to appoint Greenberg as Escrow Agent and to
extend the period for providing notice and claims under the Escrow and
Contribution Agreement;

     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements set forth herein, and intending to be legally bound hereby, the
Parties agree as follows:


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<PAGE>
1.   Amendment.
     ----------

     1.1  The Parties acknowledge and agree that Greenberg shall be appointed as
     Escrow Agent to replace Lee Goddard;

     1.2  The Parties acknowledge and agree that Greenberg and the other Parties
     require sufficient time to locate the Escrow Property and to properly
     re-establish the Escrow;

     1.3  The Parties agree that Section 4(b) of the Escrow and Contribution
     Agreement shall be amended to provide as follows:

          (b)  The Lead Investor shall, by giving written notice to the
          Principal Representative, Rapidtron and the Escrow Agent (a "CLAIM
          NOTICE"), make a claim against the Escrow Property for (i) any amounts
          claimed under Section 1(a)(iii)(A) of this Agreement, no later than
          December 31, 2005 or (ii) any amounts claimed under Section
          1(a)(iii)(B) at any time prior to the Escrow Termination Date set
          forth in Section 4(g) (each such claim a "CONTRIBUTION CLAIM"). Such
          Claim Notice shall contain such facts and information as are then
          reasonably available and the specific basis for the Contribution
          Claim. In the event that the Lead Investor fails to give a Claim
          Notice to the Principal Representative, Rapidtron and the Escrow Agent
          on or before December 31, 2005, the Escrow Agent shall promptly
          transfer the Escrow Property to the Principals in accordance with
          Section 4(d).

     1.4  The Parties agree that Section 4(g) of the Escrow and Contribution
     Agreement shall be amended to provide as follows:

          (g)  On December 31, 2005 or such other day as the Parties may agree
          (the "ESCROW TERMINATION DATE"), the remaining Escrow Property, if
          any, shall be transferred to the Principals in accordance with their
          respective interests if (i) all Escrow Property has not previously
          been transferred to Rapidtron in accordance with any of Section 4(b),
          (c), (d) or (e) hereof or (ii) no Claim Notice has been given by the
          Lead Investor in accordance with Section 4(b) hereof; provided
          however, that if the Lead Investor has made any claim against the
          Escrow Property to which the Principal Representative has timely
          objected and which remains outstanding as of the Escrow Termination
          Date, then no Escrow Property shall be transferred to the Principals
          until such time as any such claim has been resolved in accordance with
          the provisions of Section 4(d); provided, however, that if the amount
          of the claim is not disputed by the Lead Investor, and if such amount
          is less than the balance then remaining of the Escrow Property, then
          the balance of the Escrow Property not subject to such claim shall be
          transferred as provided in the first sentence of this Section 4(g).

                                  *     *     *


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<PAGE>
     IN WITNESS WHEREOF, this Amendment to the Escrow and Contribution Agreement
has been executed by the parties as of the date first above written.

<TABLE>
<CAPTION>
<S>                                    <C>
RAPIDTRON, INC.                        PRINCIPALS:

                                       John Creel, as Shareholder Representative
By:
   ----------------------------------
Name:
Title:   President
                                       By:
                                          --------------------------------------
                                       Name: John Creel
                                       Address:


ESCROW AGENT:                          LEAD INVESTOR:

Greenberg Traurig, LLP                 Ceres Financial Limited



                                       By:
                                          --------------------------------------
By:                                    Name:
   ----------------------------------       ------------------------------------
Name:                                  Title:
   ----------------------------------        -----------------------------------
Title:
      -------------------------------
</TABLE>


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