Software Development Agreement (2004)Full Document 

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                         SOFTWARE DEVELOPMENT AGREEMENT

     Software  Development Agreement (the "AGREEMENT") is made effective January
13,  2004  (the  "EFFECTIVE DATE"), between Rapidtron Inc. (the "PURCHASER") and
Pioneering  Innovation  Inc.  (the  "DEVELOPER").

     RECITALS:

       The  Developer  has  expertise  in  software  development;

       The  Purchaser  has  requested the Developer to custom develop for the
          Purchaser  certain  software;  and

       The Developer has agreed to develop such software for the Purchaser on
          the  terms  and  conditions  contained  herein.

     (d)  The  Developer  has performed those services identified on Schedule D.

     In  consideration  of  the  foregoing  and  the mutual agreements contained
herein  (the  receipt  and adequacy of which acknowledged), the parties agree as
follows:

SECTION 1 DEVELOPMENT AND DELIVERY OF THE SOFTWARE.

(1)  Developer has developed for the Purchaser the computer program known as the
     COM  DLL  as  more particularly described in Schedule "A" and in accordance
     with  the  specifications  detailed  in  Schedule  "B".

(2)  Upon  execution  and delivery of this Agreement and the Initial Payment the
     Purchaser completing the payment schedule in Section 5, the Developer shall
     deliver  to  the Purchaser a full and complete copy of the COM DLL together
     with  all  versions  thereof  in  all media of expression and all software,
     utilities,  object  and source code (in machine readable and listing form),
     documentation,  functional  specifications, flow charts, source code notes,
     techniques,  algorithms  and  processes  embodied in such source code, test
     routines and information related thereto and all information describing the
     features,  installation,  use  and  maintenance  thereof (with the COM DLL,
     collectively,  the  "SOFTWARE").

(3)  The  Developer  will  deliver  to  the Purchaser a compiled and operational
     version  of  the  COM  DLL  upon  receipt  of  the  Initial  Payment.

SECTION 2 SUPPORT

(1)  During  the  term  of  this  Agreement,  the Developer shall provide to the
     Purchaser the support and maintenance services that constitute Phases 2 and
     3,  as  defined  in  Schedule  "C".

(2)  The  Developer  makes no promises to upgrade or maintain the COM DLL beyond
     its  present  state.  The Developer will correct defects to the COM DLL but
     will  not  upgrade  the  software  with  new  functionality.



                                     -2/19-


(3)  The  Developer  will  provide each Third Party Vendor access to an FTP site
     containing  the  COM  DLL,  document  outlining  its  use, and any software
     examples  completed.

(4)  The  Developer  will provide three (3) hours of support for integrating the
     COM  DLL  with  each  Third  Party  Vendor. Support shall include answering
     technical  questions  by  telephone  and/or  email.

(5)  The Developer will not provide any support to an installation using the COM
     DLL.  The  Developer  will  support  the  Third  Party Vendor as defined in
     Schedule  "C".

(6)  If  a  site visit is required to support a Third Party Vendor's integration
     of  the  COM  DLL,  all  reasonable travel expenses shall be covered by the
     Purchaser.

(7)  If more than three (3) hours are required to support a third party software
     integration of the COM DLL, and the extra time required is not related to a
     fault of the COM DLL or the Developer (as outlined in this Agreement), then
     the  Purchaser  shall be contacted and informed that extra time is required
     to  complete  the  integration.

(8)  If  the  Purchaser  provides  permission  to  continue with the integration
     support,  the  Developer  shall  bill the Purchaser at a rate of US seventy
     five dollars per hour (US$75 per hour) plus any long distance charges which
     are  incurred  in  providing  those  services.

(9)  The  Developer  shall provide post-Agreement support as outlined in Phase 4
     (Schedule  "C").

SECTION  3     OWNERSHIP

(1)  Upon  the execution and delivery of this Agreement and the Initial Payment,
     the  Purchaser  shall  have all ownership rights in and to the Software and
     all  Intellectual Property Rights therein, including all "know-how" used or
     acquired  in connection with the design and development by the Developer of
     the Software; provided however that the Developer shall also have ownership
     of  the  "know-how"  commonly  known  by  or  available  to the public with
     equivalent  technological  skills  as  the  Developer.  As  used  in  this
     Agreement,  "INTELLECTUAL PROPERTY RIGHTS" means all right, title, interest
     and  benefit in and to all registered or unregistered trade marks, trade or
     brand  names,  service  marks, copyrights, copyright applications, designs,
     inventions,  licenses,  sub-licenses,  franchises,  formulae,  processes,
     proprietary  information,  know-how, technology, technical data, schematics
     or  other  intellectual  or  industrial  property.

(2)  Any  and  all  "Work  Products"  (as  defined  below)  whether developed by
     Developer and/or any of Developer's agents, employees or contractors, alone
     or  with  others, in connection with the performance of services under this
     Agreement,  are  the  exclusive property of the Purchaser and all title and
     interest  therein  (including  but  not  limited to trade secrets, patents,
     copyrights  or  other  intellectual  property  rights)  shall  fully  vest
     exclusively  in  the  Purchaser  and shall be deemed to be a "work made for
     hire"  and  made  in  the course of the services rendered hereunder. To the

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