EXHIBIT  10.2
                                    RAPIDTRON

Date:  August  12,  2003
To:  Steve  Meineke
From:  John  Creel
Subject:  Amendment  to  Employment  Agreement  related  to  Stock  Options

This  will  memorialize  an  agreement between Rapidtron, Inc. and Steve Meineke
that  amends  the  Employment Agreement dated January 17, 2003 between Rapidtron
and  John  Creel, as amended on April 11, 2003 (the "Agreement"). Section 5.c of
the  Agreement  is  amended  to  extend  the time for Rapidtron to adopt a stock
option  plan  from  July  31,  2003,  until  no  later  than September 15, 2003.

By  signing  below,  each  party hereby acknowledges and agrees to the foregoing
amendment.  Except as expressly modified herein, the Agreement shall continue in
full  force  and effect and the parties hereby ratify and reaffirm the Agreement
as  modified  herein.

RAPIDTRON,  INC.



               By: /s/  John  Creel
                   ---------------------------------------------
                   John  Creel,  President





ACKNOWLEDGED  AND  AGREED:



                   /s/  Steve  Meineke
                   ----------------------------------------------
                   Steve  Meineke,  an  individual