AMENDMENT NO. 1 TO
                        AGREEMENT AND PLAN OF MERGER

     THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("Amendment No. 1")
is  made and entered into effective the 31st day of March, 2003, by and among
Rapidtron,  Inc., a Nevada corporation formerly known as The Furnishing  Club
("RPDT"), RTI Acquisition Subsidiary, Inc., a Nevada corporation and  wholly-
owned  subsidiary  of  RPDT  ("RTI  SUB"), and  Rapidtron  Inc.,  a  Delaware
corporation ("Rapidtron").

                                  RECITALS

      A.   RPDT, RTI SUB and Rapidtron entered into an agreement and plan  of
merger  on January 17, 2003 (the "Merger Agreement") providing for the merger
(the  "Merger") of Rapidtron into RTI SUB. Pursuant to the Merger,  9,600,000
restricted  shares  of  RPDT will be exchanged for 100%  of  the  issued  and
outstanding  shares of Rapidtron. Following the Merger, Rapidtron  will  have
merged  with  RTI SUB wherein RTI SUB will cease to exist and Rapidtron  will
become a wholly-owned subsidiary of RPDT;

      B.    Section  1.11 of the Merger Agreement specifies that  within  the
later  of  (a)  ten  (10) days following the filing of the  Schedule  14C  to
approve this transaction, or (b) satisfaction of all comments by the  SEC  to
the Schedule 14C, RPDT shall cause to be loaned Five Hundred Thousand Dollars
($500,000)  to  Rapidtron  pursuant to a  Convertible  Note  which  shall  be
converted into restricted shares of common stock of RPDT at the rate of $1.00
per share upon Closing of the Merger;

     C.   Section 6.1(b)(ii) of the Merger Agreement provides that the Merger
Agreement and the Merger may be terminated by RPDT or Rapidtron if the Merger
has not been consummated by March 31, 2003 (the "Termination Date");

      D.    Schedule  2.8  of  the RPDT Disclosure  Schedule  to  the  Merger
Agreement listed certain liabilities of RPDT as of January 27, 2003;

      E.    RPDT,  RTI SUB and Rapidtron desire to amend the Merger Agreement
to:  (i)  amend Section 1.11 to alter the amount and timing of  the  loan  to
Rapidtron from RPDT; (ii) amend Section 6.1(b) to extend the Termination Date
to May 31, 2003; and (iii) amend Schedule 2.8 of the RPDT Disclosure Schedule
to  reflect adjustments made to the RPDT liabilities listed in the  Schedule;
and

      F.    RPDT,  RTI SUB and Rapidtron desire to amend the Merger Agreement
pursuant to this Amendment No. 1.

      NOW,  THEREFORE, for and in consideration of the foregoing, and of  the
mutual  covenants, agreements, undertakings, representations  and  warranties
contained herein, the parties hereto agree as follows:



     1.   The entire first sentence of Section 1.11 of the Merger Agreement is
hereby amended to read as follows:

      Section 1.11.  Financing.  Within two (2) days of the date hereof, RPDT
shall  cause  to be loaned Four Hundred Fifty Thousand Dollars ($450,000)  to
Rapidtron  pursuant  to  a  Convertible Note  (the  "Convertible  Note"),  in
substantially  the  same form as the Replacement Notes  (defined  in  Section
5.3(d) below).

     2.   Section 6.1(b) of the Merger Agreement is hereby amended to read as
follows:

          Section 6.1.  Termination.

               (b)  by  Rapidtron  or  RPDT if (i)  any  court  of  competent
          jurisdiction  in  the  United States or other  Governmental  Entity
          shall  have  issued a final order, decree or ruling  or  taken  any
          other  final action restraining, enjoining or otherwise prohibiting
          the  Merger  and such order, decree, ruling or other action  is  or
          shall  have  become nonappealable or (ii) the Merger has  not  been
          consummated by May 31, 2003; provided, however, that no  party  may
          terminate  this  Agreement pursuant to this  clause  (ii)  if  such
          party's  failure  to  fulfill  any of its  obligations  under  this
          Agreement shall have been the reason that the Effective Time  shall
          not have occurred on or before said date;

     3.    Schedule 2.8 of the RPDT Disclosure Schedule shall be amended  and
restated as follows:

          Schedule 2.8   No Undisclosed Liability

          Since  the  filing  of RPDT's 10-QSB for  the  quarter  ending
          September   30,   2002,  RPDT  has  incurred   the   following
          liabilities,  which will be converted into  restricted  common
          stock of RPDT at $1.00 per share concurrent with Closing:

                  Liability                Amount

                  Notes payable Top        $150,000
                  View, AG*

                  TOTAL                    $150,000

      4.    Other than as specifically provided in this Amendment No. 1,  all
other  provisions  of the Merger Agreement shall remain  in  full  force  and
effect,  the Merger Agreement as amended by this Amendment No. 1 constituting
the sole and entire agreement between the parties as to the matters contained
herein,  and  superseding  any  and  all  conversations,  letters  and  other
communications  which may have been disseminated by the parties  relating  to
the subject matter hereof, all of which are void and of no effect.



     IN  WITNESS WHEREOF, the parties have executed this Amendment as of  the
date first above written.

RPDT:                                   RTI SUB:

     Rapidtron, Inc., a Nevada corporation   RTI Acquisition Subsidiary, Inc.
     (formerly The Furnishing Club)


     By:/s/ Dr. John Veltheer         By:/s/ Dr. John Veltheer
     Name: Dr. John Veltheer              Name: Dr. John Veltheer
     Title: President                     Title: President

Rapidtron:

     Rapidtron Inc., a Delaware corporation


     By:/s/ John Creel
     Name: John Creel
     Title: President