EXHIBIT 10.5 - RAPIDTRON SEPTEMBER 29, 2003 Mr. Wolfram Kocznar Mr. Herald Negele AXESS AG Gewerbepark Habach 1 A-5321 Koppl Salzburg, Austria CC: Bernie Kubisiak Dear Wolfram and Harald: Per my discussion and agreement with Harald, we have reached...

EXHIBIT  10.5
                                 -     RAPIDTRON


SEPTEMBER  29,  2003

Xx.  Xxxxxxx  Xxxxxxx
Mr.  Xxxxxx  Xxxxxx
AXESS  AG
Xxxxxxxxxxx  Xxxxxx  0
X-0000  Xxxxx
Xxxxxxxx,  Xxxxxxx

CC:  Xxxxxx  Xxxxxxxx

                            Dear Xxxxxxx and Xxxxxx:

Per  my  discussion  and  agreement  with  Xxxxxx, we have reached the following
agreement:

1.   We  agreed  to  increase  the UCC-1 to $100,000 and will change the secured
     party  to  Designa,  which  has  been  sent.

2.  We  have  wired  $25,000  US  per  Xxxxxx  Xxxx'x  notification.

3.   Thank  you  for  you release of the equipment for the fitness shipments for
     83,000  Euros,  and  the  PO  Number  2051-2  for  the Park City equipment.

4.   We agreed to reduce our total outstanding payables to AXESS to 150,000 euro
     by  end  of  October.

5.   We  have  placed  Purchase  Orders  for an additional 50 systems of fitness
     equipment  for  delivery  as  soon  as  possible.
Please confirm on when you can ship  as  soon  as  possible.

We  will  discuss  long  term  planning  during  October.

Thanks  and  best  regards                         accepted






Xxxxx  Xxxxxxx                                   Xxxxxxx  Xxxxxx
General  Manager                                 CEO  Axess  AG
                                                 06.10.2003

         RAPIDTRON Inc. 0000 Xxxxxx Xxxxxx Xxxx. Q  Costa Mesa, CA 92626
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