RECITALS

Exhibit  10.13
                      AMENDMENT NO. 1 EMPLOYMENT AGREEMENT
                      ------------------------------------

     THIS  AMENDMENT  NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment No. 1") is dated
and  entered  into effective as of April 11, 2003 (the "Effective Date"), by and
between  RAPIDTRON,  INC., a Delaware corporation ("Rapidtron"), and XXXX XXXXX,
an  individual  ("Xxxxx")

                                    RECITALS

     WHEREAS,  Rapidtron  and  Xxxxx  entered into an employment agreement dated
January 1, 2003 (the "Employment Agreement"), which contained certain rights and
duties  of  the  parties;

     WHEREAS,  Section  9.5.2  of the Employment Agreement specifies that upon a
resignation for cause by Xxxxx, or a termination without cause by Rapidtron, (a)
Rapidtron  shall immediately pay to Xxxxx all accrued and unpaid compensation as
of  the  date  of such termination; (b) Rapidtron shall continue to pay the Base
Salary  through the period twelve (12) months following the date of termination;
(c)  at the time of termination, Rapidtron shall pay the Incentive Bonus for the
calendar  year  of  termination  as  if  Xxxxx  had continued to perform for the
remainder  of said calendar year at the average rate of increase in Profits over
the  prior Term of the Employment Agreement, and (d) Rapidtron shall be required
to buyout Xxxxx'x common stock at a price determined by the "Fair Market Value",
or  $2.00  per  share,  whichever  is  greater;

     WHEREAS,  Rapidtron  and Xxxxx desire to amend the Employment Agreement to:
(i)  delete  Section  9.5.2(d);  and (ii) to delete any term or condition in the
Employment  Agreement that would cause Rapidtron to redeem any of Xxxxx'x common
stock;  and

     WHEREAS,  Rapidtron  and  Xxxxx  desire  to  amend the Employment 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.     Section  9.5.2(d)  of  the  Employment  Agreement is hereby deleted.

     2.     The Employment Agreement shall be hereby amended to delete any term,
condition  or  provision,  which  may  cause  Rapidtron to have an obligation to
redeem  any  of  Xxxxx'x  common  stock.

     3.     Other  than  as  specifically  provided in this Amendment No. 1, all
other  provisions  of  the  Employment  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  Rapidtron  and  Xxxxx  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 No. 1 as of
the  date  first  above  written.

Rapidtron:

     Rapidtron  Inc.,  a  Delaware  corporation


     By:  /s/ Xxxxx  Xxxxxxx
          --------------------------------------
           Xxxxx  Xxxxxxx,  General  Manager

Xxxxx:

     By:  /s/ Xxxx  Xxxxx
          --------------------------------------
          Xxxx  Xxxxx,  an  Individual