RAPIDTRON (TM)
Xxxx Xxxxx
00 XxXxxxxxxx
Xxxxxxx Xxxxx, XX 00000
December 29, 2003
Re: Repayment of Debt
Dear Xxxx:
This letter memorializes your agreement with Rapidtron, Inc. (the
"Company") to accept 69,342 shares of common stock of the Company (the "Stock")
as a full satisfaction and accord of the debt owed to you of $69,342, as partial
repayment of the accrued salary of $65,000 through 12/31/2003, and $4,342 as
partial repayment of a promissory note of $26,000 dated August 2, 2001.
By signing below, you acknowledge receipt of a copy of the Company's most
recent annual report on form 10-KSB for the year 2002 and the interim quarterly
reports on 10-QSB for the periods ended March 31, 2003, June 30, 2003 and
September 30, 2003, our current report on Form 8-K, the filed with the SEC on
May 19, 2003, our amended current report on Form 8-K/A, filed with the SEC on
June 5, 2003, and our current report on Form 8-K filed with the SEC on July 15,
2003.
By signing below, you acknowledge that the Stock is being issued to you in
reliance upon an exemption from registration provided by Section 4(2) of the
Securities Act of 1933 and is therefore restricted stock as that term is defined
in Rule 144 promulgated by the SEC under the Securities Act of 1933. You agree
not to sell or otherwise transfer the stock for at least one (1) year and only
as otherwise in accordance with Rule 144, except pursuant to a valid
registration of the resale of the Stock.
By signing below, you acknowledge that you understand your investment in
the Company involves a high degree of risk and is suitable only for investors of
substantial means who have no immediate need for liquidity of the amount
invested, and that such investment involves a risk of loss of all or a
substantial part of such investment. You further understand and acknowledge that
its investment in the Company involves various other risks. By signing below,
you are representing and warranting that you have adequate means of providing
for your current financial needs and contingencies, are able to bear the
substantial economic risks of an investment in the Company for an indefinite
period of time, have no need for liquidity in such investment, and, at the
present time, could afford a complete loss of your investment.
BY SIGNING BELOW AND ACCEPTING THE STOCK, YOU HEREBY WAIVE ANY AND ALL CLAIMS
YOU MAY HAVE AGAINST THE COMPANY FOR PARTIAL ACCRUED SALARY OR PAYMENT THROUGH
12/31/2003, INCLUDING ANY CLAIMS RELATED TO THE TIMING OF PAYMENT OF AND AMOUNT
OF SUCH SALARY OR PAYMENTS, AND YOU ACCEPT THE STOCK AS A FULL SETTLEMENT OF ALL
CLAIMS RELATED TO SPECIFIED ACCRUED SALARY PER YOUR EMPLOYMENT OR ENGAGEMENT BY
THE COMPANY THROUGH 12/31/2003.
RAPIDTRON Inc.0000 Xxxxxx Xxxxxx, Xxxxxxxx X, XX 00000
tel 000.000.0000 fax 000.000.0000
RAPIDTRON (TM)
Letter Agreement
December 29, 2003
Xxxx Xxxxx
If you agree with the foregoing, please sign below and return a copy to me
by fax today and the original by overnight delivery.
Sincerely,
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Treasurer
ACKNOWLEDGED AND AGREED:
/s/ Xxxx Xxxxx
---------------------------
Xxxx Xxxxx
RAPIDTRON Inc.0000 Xxxxxx Xxxxxx, Xxxxxxxx X, XX 00000
tel 000.000.0000 fax 000.000.0000
