Rapidtron to Acquire Smart Card Integrators

Rapidtron has signed a memorandum of understanding with Smart Card Integrators (SC"), to acquire SCI and operate it as a wholly owned subsidiary under SCIs existing management team. The two companies have been conducting joint marketing efforts for the past year in the smart card field and are currently working together to secure new major customers in both the commercial and government markets. The transaction is contingent upon both parties completing due diligence and negotiating a definitive agreement over the next 90 days, and upon Rapidtron raising an additional $10 million of debt and/or equity financing, prior to Jan. 29, 2005. There can be no assurance that the transaction will close. The MOU provides for Rapidtron to issue 5 million shares of a new series of convertible preferred stock in exchange for all of the issued and outstanding securities of SCI. Based upon future revenues of SCI, the SCI shareholders will own approximately 30-35 percent of the total number of RPDT shares outstanding on April 15, 2006. The convertible preferred stock must be converted to common stock between April 15, 2006 and April 15, 2009. The companies expect to enter into a definitive agreement within the next 90 days and close the transaction by Jan. 29, 2005. The two companies will continue to work as strategic partners during the due diligence period and prior to closing. Currently, the companies are collaborating on projects for fitness clubs, resorts and various Mexican government ministries.