TERMINATION AGREEMENT

This  TERMINATION AGREEMENT (this "Agreement"), is made effective as of February
27,  2004  (the  "Effective  Date"),  by and between RAPIDTRON, INC., a Delaware
corporation,  and  RAPIDTRON,  INC.,  a  Nevada  corporation  (collectively, the
"Company");  and STEVE MEINEKE, an individual ("Meineke"), with reference to the
following  recitals:

     A.     The  Company  engaged  Meineke  to serve as the Company's Secretary,
Treasurer  and  General  Manager, pursuant to that certain Employment Agreement,
dated  January  1,  2003  (the  "Employment  Agreement").

     B.     The  parties  now  desire to terminate the Employment Agreement upon
the  terms  and  conditions  set  forth  herein.

NOW,  THEREFORE,  for and in consideration of the foregoing recitals, the mutual
covenants  set  forth  in  this  Agreement,  and  for  other  good  and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  hereby  agree  as  follows:

     1.     Termination  of  Agreement.  Subject to the terms and conditions set
            --------------------------
forth  herein, the Employment Agreement is hereby terminated by mutual agreement
and  consent of Meineke and the Company.  Such termination shall be effective as
of  the Effective Date hereof.  From and after the Effective Date hereof, except
for  those  rights,  powers,  duties,  liabilities  and obligations set forth in
Sections  7  and  8 of the Employment Agreement, neither the Company nor Meineke
shall have any further right, power, duty, liability or obligation to or against
one  another  under  the  Employment Agreement.  Each of the Company and Meineke
hereby  acknowledge and agree that the obligations set forth in Sections 7 and 8
of  the  Employment  Agreement  shall  survive  termination  of  the  Employment
Agreement  and  shall  continue  to  be  observed  and performed by the parties.

     2.     Unpaid Salary.  The Company hereby acknowledges that it owes Meineke
            -------------
$6,987  for  salary earned by Meineke Consulting, LLC, during the year 2002 (the
"2002  Salary"),  and  $38,959 for salary earned by Meineke during the year 2003
(the  "2003  Salary"),  and  $3,750 salary earned by Meineke during 2004 through
February  15,  2004.  The  Company shall pay to Meineke Consulting, LLC the 2002
Salary prior to paying any unpaid wages earned by any employees in the year 2003
and  when  it  pays all other wages remaining unpaid for the year 2002, pro rata
and  in proportion to all other unpaid wages earned in 2002 and remaining unpaid
as  of  the  Effective  Date.  The  Company shall pay to Meineke the 2003 Salary
after  all  wages  remaining unpaid for the year 2002 are paid, and when it pays
all  other  wages remaining unpaid for the year 2003, pro rata and in proportion
to  all  other  unpaid  wages  earned  in  2003  and  remaining unpaid as of the
Effective  Date.

     3.     Related  Party  Debt.
            --------------------

          (a)     Comerica  Note.  Meineke and John Creel are joint holders, and
                  --------------
the Company is the maker, of a certain Promissory Note, dated April 25, 2002, in
the  principal amount of $150,000 (the "Joint Note").  As of the Effective Date,
the  outstanding  balance  of the Joint Note is $70,000.  Meineke and John Creel
("Creel")  are  joint  makers,  and Comerica Bank-California is the holder, of a
Promissory  Note  dated April 25, 2002, in the principal amount of $150,000 (the
"Comerica Note").  As of the Effective Date, the balance of the Comerica Note is
$70,000.  The proceeds of the Comerica Note were loaned to the Company under the
Joint  Note.  The  Company  shall  timely pay the Comerica Note on or before the
15th  day  of each month as a priority payment from available cash.  The Company
hereby  agrees  to  indemnify and hold Meineke harmless from and against any and
all  obligations arising under the Joint Note or the Comerica Note.  The Company
shall defend Meineke against any and all actions which may arise under the Joint
Note  or  Comerica  Note, and shall reimburse Meineke for any and all reasonable
costs and expenses in defending against such actions, as and when incurred.  The
Company  hereby  agrees  to  pay



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the  Comerica Note as and when due, which payments shall be credited against the
balance  owed  by  the  Company  to  Meineke  and  Creel  under  the Joint Note.

          (b)     $15,000  Note.  Meineke  is the holder, and the Company is the
                  -------------
maker,  of  a Promissory Note, dated October 3, 2001, in the principal amount of
$15,000  (the "15K Note").  As of the Effective Date, the balance owed under the
15K  Note  is $15,000 plus all interest accrued thereon pursuant to the terms of
the 15K Note.  The Company shall make and deliver a replacement convertible note
in  the  principal  amount  of  the  outstanding  balance  of  the 15K Note (the
"Replacement  Note"),  which  shall  replace the 15K Note.  The Replacement Note
shall  be convertible into common stock of Rapidtron, Inc., a Nevada corporation
("RPDT"),  at  the  election of holder, at a conversion rate of $1.25 per share.

     4.     Options.  Meineke  is  the  owner  of  a  vested  option to purchase
            -------
225,000  shares  of  common stock of RPDT and the owner of an unvested option to
purchase  an  additional  225,000  shares of common stock of RPDT (the "Unvested
Option"), pursuant to an Amended and Restated 2003 Stock Plan Award effective as
of  September  1,  2003  (the "Award"). Meineke and the Company hereby amend the
Award  as  follows:

          (a)     Meineke  shall  continue to hold the Unvested Option after the
Effective Date hereof, and the Unvested Option shall vest as of January 1, 2005,
provided Meineke continuously serves as director of the Company pursuant to this
Agreement  from  the  Effective  Date  through  January  1,  2005.

          (b)     Notwithstanding  anything  to  the  contrary  set forth in the
Plan,  the  options may be exercised at any time during the five (5) year period
following  the  Effective  Date.

     5.     Director.  Meineke  shall  continue  to  serve  as a director of the
            --------
Company  pursuant  to  a  separate  agreement  that  provides for the following:

          (a)     Attendance  at  three  board  meetings per year, provided such
meetings  do  not  unreasonably  interfere  or conflict with Meineke's duties as
President  of  Raleigh  America  or  the interests of Raleigh America or Raleigh
Cycle  Ltd.;  and

          (b)     Ongoing  advice  and  consultation  on  an  as-needed  and
as-available  basis.

     6.     Non-Competition.  Following the Effective Date hereof and continuing
            ---------------
for one (1) year following Meineke's termination of service as a director of the
Company  (the  "Restriction  Period"), Meineke shall not directly or indirectly,
engage  in,  become employed by, serve as an agent or consultant to, or become a
constituent  member,  partner,  principal or stockholder (other than a holder of
less  than  5% of the outstanding voting shares of any publicly-held company) of
any  entity (a) which engages directly or indirectly in any business or activity
substantially  similar  to any business or activity engaged in by the Company or
any  of  its  subsidiaries as of the Effective Date hereof; or (b) which engages
directly or indirectly in any business or activity directly competitive with any
business  or activity engaged in by the Company or any of its subsidiaries as of
the  Effective  Date  hereof.

     7.     Non-Solicitation  of  Employees.  During  the  Restriction  Period,
            -------------------------------
Meineke  shall  not,  directly  or  indirectly,  for  his own account or for the
account  of  any  other  person  or  entity  with  which  he  is or shall become
associated  in  any  capacity,  (a)  solicit for employment, employ or otherwise
interfere  with the relationship of the Company or any of its subsidiaries with,
any person who, at the time of such solicitation, employment or interference, is
employed  by  or otherwise engaged to perform services for the Company or any of
its  subsidiaries,  or  (b)  induce  any  employee  of the Company or any of its
subsidiaries  who  is  a  member  of  management to engage in any activity which
Meineke is prohibited from engaging in under any of Sections 6, 7, 8 or 9 hereof
or  to  terminate  such  employee's  employment  with  the  Company.


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     8.     Non-Solicitation  of  Customers.  During  the  Restriction  Period,
            -------------------------------
Meineke  shall  not,  directly  or  indirectly,  solicit or otherwise attempt to
establish for himself or any other person or entity any business relationship of
a nature that is competitive with the business or relationship of the Company or
any  of  its subsidiaries with any person or entity which, on the Effective Date
hereof,  is  a  customer,  client,  vendor,  supplier,  distributor  or  other
independent  contractor  of  the  Company  or  any  of  its  subsidiaries.

     9.     Confidentiality;  Non-Disparaging Statements.  Meineke shall not, at
            --------------------------------------------
any time after the Effective Date hereof, use, publish, disseminate or otherwise
disclose, directly or indirectly, any information heretofore acquired, developed
or  used  by  the  Company  or  its subsidiaries relating to its business or the
operations,  employees  or  customers  of  the Company or its subsidiaries which
constitutes  proprietary  or  confidential  information  of  the  Company or its
subsidiaries,  including  without  limitation,  any  information  concerning
employees,  customers,  vendors,  suppliers  and  other independent contractors;
statistical  data  and  compilations;  financial and business records; know-how;
patents;  copyrights;  trademarks;  trade  names; inventions; formulae; methods;
processes;  agreements  and  contracts;  manuals  or  any  other  documents
(collectively,  "Confidential  Information"),  but  excluding  any  Confidential
Information  which  has  become  part  of  common  knowledge or understanding or
publicly available in the industry or otherwise in the public domain (other than
from  disclosure  by Meineke in violation of this Agreement).  Meineke shall not
make, or cause to be made, any statement, observation or opinion, or communicate
any  information  (whether  oral  or  written)  that  in  any way disparages the
reputation or business of the Company, or any of its owners, directors, members,
officers, employees representatives, or successors.  Neither the Company nor any
of its affiliates shall make, or cause to be made, any statement, observation or
opinion,  or  communicate  any information (whether oral or written) that in any
way  disparages  the  reputation  or  business  of  Meineke.

     10.     Remedies.
             --------

          (a)     Of  the  Company.  Meineke  acknowledges  and  agrees that the
                  ----------------
covenants  and  obligations  of  Meineke  with  respect  to  confidentiality and
non-disparagement  set  forth  in  this  Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and  obligations  will  cause  the Company irreparable injury for which adequate
remedies  are  not available at law.  Therefore, Meineke agrees that the Company
shall  be  entitled  to an injunction, restraining order or such other equitable
relief  (without  the  requirement  to  post  bond)  as  a  court  of  competent
jurisdiction  may  deem  necessary  or  appropriate  to  restrain  Meineke  from
committing  any violation of the covenants and obligations set forth in Sections
6,  7,  8 or 9.  These injunctive remedies are cumulative and in addition to any
other  rights  and  remedies  the  Company  may  have  at  law  or  in  equity.

          (b)     Of  Meineke  and Meineke.  The Company acknowledges and agrees
                  ------------------------
that  the  covenants  and  obligations  of  the  Company  with  respect  to
non-disparagement  set  forth  in  this  Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and  obligations  will  cause  Meineke  irreparable  injury  for  which adequate
remedies  are  not available at law.  Therefore, the Company agrees that Meineke
shall  be  entitled  to an injunction, restraining order or such other equitable
relief  (without  the  requirement  to  post  bond)  as  a  court  of  competent
jurisdiction  may  deem  necessary  or  appropriate to restrain the Company from
committing  any  violation of the covenants and obligations set forth in Section
9.  These injunctive remedies are cumulative and in addition to any other rights
and  remedies  Meineke  may  have  at  law  or  in  equity.

     11.     Mutual  Releases.
             ----------------

          (a)     Definitions.  As  used  herein,  "Representative"  means, with
                  -----------
respect  to  each  party  hereto,  any  constituent partner, constituent member,
shareholder,  owner,  manager, director, officer, trustee, trustor, beneficiary,
heir,  devisee,  affiliate, successor, predecessor, employee, agent, attorney or
representative  of  such  party,  excluding  the  other parties hereto.  As used
herein,  "Claim"  means any claim, demand, assertion, legal proceeding, cause of
action,  loss,  penalty,  fine,  forfeiture,  judgment,  legal  or  other



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fee,  court  or  other  cost,  liability, damage, or expense, whether any of the
above  are  known  or  unknown,  legal  or  equitable,  fixed  or contingent, or
liquidated  or  unliquidated.

          (b)     Release  by  the  Company.  Except for the obligations arising
                  -------------------------
under this Agreement, the Company does hereby for itself and its Representatives
release  and  absolutely  and  forever discharge Meineke of and from any and all
Claims  which the Company ever had or may now have or may hereafter have against
Meineke  or  his Representatives, or any of them, arising out of, related to, or
in  connection  with  the  Employment  Agreement.

          (c)     Release  by Meineke.  Except for the obligations arising under
                  -------------------
this  Agreement and the related documents identified herein, Meineke does hereby
for himself and his Representatives release and absolutely and forever discharge
the Company and its Representatives of and from any and all Claims which Meineke
ever  had  or  may  now  have  or  may hereafter have against the Company or its
Representatives  or  any  of  them, arising out of, related to, or in connection
with  the  Employment  Agreement.

          (d)     Waiver of Civil Code Section 1542.  Each of the parties hereby
                  ---------------------------------
acknowledges  the  provisions  of Section 1542 of the Civil Code of the State of
California,  which  provide  as  follows:

"A general release does not extend to claims which the creditor does not know or
suspect  to  exist  in  his favor at the time of executing the release, which if
known  by  him  must  have  materially affected his settlement with the debtor."

EACH  SUCH  PARTY  DOES  HEREBY  EXPRESSLY  WAIVE  AND RELINQUISH ALL RIGHTS AND
BENEFITS  WHICH  IT  HAS OR MAY HAVE OR HAD UNDER SAID SECTION.  EACH SUCH PARTY
ACKNOWLEDGES  THAT  IT  IS  AWARE THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT
FROM OR IN ADDITION TO THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO
THE CLAIMS HEREIN RELEASED, AND SUCH PARTY AGREES THAT THIS RELEASE SHALL BE AND
REMAIN  IN  EFFECT  IN  ALL RESPECTS AS A COMPLETE AND GENERAL RELEASE AS TO THE
MATTERS  TO BE RELEASED, NOTWITHSTANDING ANY SUCH DIFFERENT OR ADDITIONAL FACTS.

     12.     General  Provisions.
             -------------------

          (a)     Attorneys  Fees.  If  any  party  commences  any  mediation,
                  ---------------
arbitration,  administrative  proceeding  or  judicial  proceeding  (each,  a
"Proceeding")  to enforce or interpret any term, condition or other provision of
this  Agreement,  then the prevailing party in such Proceeding shall be entitled
to  recover  reasonable attorneys fees, expert witness fees, accounting fees and
related  costs incurred by such prevailing party in such Proceeding, in addition
to  any  other  relief  to  which  such  prevailing  party  may  be  entitled.

          (b)     Notices.  Any  notice,  offer, or other communication required
                  -------
or desired to be given in writing shall be deemed given (or received) by a party
(i)  upon  delivery,  if hand delivered (including delivery by overnight courier
service),  (ii)  at the expiration of three (3) days from the date of deposit in
the  United  States  mails  as  registered or certified matter, postage prepaid,
addressed  to  the  party  entitled  to  receive  such  notice,  offer  or other
communication,  at  the address set forth opposite the party's signature hereto,
or  (iii)  if  given  by  facsimile (telecopy) transmission, when such facsimile
(telecopy)  is  transmitted  to  the facsimile number that such party shall have
provided to the other party and receipt thereof is acknowledged by the recipient
in  writing  or  by  return  facsimile  (telecopy)  transmission.



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          (c)     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  --------------
construed in accordance with the laws of the State of California, without giving
effect  to  any  principle  or  doctrine  regarding  conflicts  of  laws.

          (d)     No Waiver.  A waiver by any party of a breach of any covenant,
                  ---------
condition, restriction or agreement under this Agreement made or to be performed
by  any  other  party  shall  not be construed as a waiver of such breach by any
other  party  or  as  a  waiver  of  any succeeding breach of the same covenant,
agreement,  restriction  or  condition or as a waiver of any breach of any other
covenant,  agreement,  restriction  or  condition  under  this  Agreement.

          (e)     Modifications.  No alteration, change or modification of or to
                  -------------
this  Agreement  shall  be  effective unless it is made in writing and signed on
behalf  of  each  party  to  be  charged.

          (f)     Entire  Agreement.  This  Agreement  and the related documents
                  -----------------
identified herein contains the entire understanding between the parties relating
to  the  transactions  contemplated by this Agreement, and all prior agreements,
understandings,  representations  and  statements  relating  to the transactions
contemplated  herein are superseded by this Agreement and shall be of no further
force  or  effect.

          (g)     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  document.

          (h)     Further  Assurances.  Each  party  shall  sign  any  other and
                  -------------------
further  documents  and instruments and shall take any other and further actions
as  might  be necessary or proper in order to accomplish the intent and purposes
of  this  Agreement.

          (i)     Severability.  In the event that any one or more provisions of
                  ------------
this  Agreement  shall  be  held  to  be  invalid, illegal or unenforceable, the
validity,  legality  and enforceability of the remainder hereof shall not in any
way  be  affected  or  impaired  thereby.  Moreover,  if  any one or more of the
provisions  contained  in  this  Agreement is held to be excessively broad as to
duration,  scope,  activity  or  subject,  such  provisions will be construed by
limiting  and  reducing  them  so  as  to  be  enforceable to the maximum extent
compatible  with  applicable  law.

IN  WITNESS  WHEREOF, the parties have executed, delivered and entered into this
Agreement  as  of  the  Effective  Date  hereof.


                                        "MEINEKE"

Address:
--------
                                        /s/  Steve  Meineke
                                        -------------------
3  White  Cliff                         STEVE  MEINEKE,  an  individual
Laguna  Beach,  California  92677

                       [signatures continue on next page]

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                                        "COMPANY"

                                        RAPIDTRON,  INC.,
                                        a  Nevada  corporation
Address:
--------

3151  Airway  Avenue                    By: /s/  John  Creel
                                            -----------------------------------
Costa  Mesa,  California  92626-4627        John  Creel,  President
Attn:  President

                                        RAPIDTRON,  INC.,
                                        a  Delaware  corporation
Address:
--------

3151  Airway  Avenue                    By:  /s/  John  Creel
                                             ----------------------------------
Costa  Mesa,  California  92626-4627         John  Creel,  President
Attn:  President


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