REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (the "Agreement") is made and entered
into on December 1, 2004, by and between Rapidtron, Inc., a  corporation
organized under the laws of the State of Nevada, with its principal place of
business located at 3151 Airway Avenue, Building Q, Costa Mesa, California (the
"Company"), and Oceanus Value Fund, L.P. (the "Buyer").

     NOW,  THEREFORE,  in  consideration  of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  Company  and  the  Buyer hereby agree as
follows:

     1.     Definitions.   Capitalized  terms  used  and  not  otherwise defined
            -----------
herein  shall  have  the  meanings  given  such terms in the Securities Purchase
Agreement  entered  into  between  the  Company and the Buyer dated concurrently
herewith  (the "Securities Purchase Agreement").  As used in this Agreement, the
following  terms  shall  have  the  specified  meanings:

     "Affiliate"  means,  with  respect  to  any  Person,  any other Person that
directly or indirectly controls or is controlled by or under common control with
such  Person.  For  the  purposes  of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct  or  cause  the  direction of the management and policies of such Person,
whether  through  the  ownership of voting securities, by contract or otherwise,
and  the  terms  "affiliated,"  "controlling"  and  "controlled"  have  meanings
correlative  to  the  foregoing.

     "Blackout  Period"  shall  have  the  meaning  set  forth  in Section 2(c).

     "Board" shall have the meaning set forth in Section 2(c).

     "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the City of
New York or the State of New York are authorized or required by law or other
government actions to close.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Company's $0.001 par value common stock.

     "Effectiveness Date" means the date which is ninety (90) days after the
Filing Date.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

     "Event" shall have the meaning set forth in Section 8(c).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


<PAGE>
     "Filing Date" means the date which is thirty (30) days after the date of
this Agreement.

     "Holder" or "Holders" means the holder or holders, as the case may be, from
time-to-time of Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 6(c).

     "Indemnifying Party" shall have the meaning set forth in Section 6(c).
"Losses" shall have the meaning set forth in Section 6(a).

     "OTC Bulletin Board" shall mean the over-the-counter electronic bulletin
board market.

     "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus" means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective Registration
Statement in reliance upon Rule 430A under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.

     "Registrable Securities" means (i) the Warrant Shares, (ii) any shares
issuable upon any stock split, stock dividend, recapitalization or similar event
with respect to the Warrant Shares and (iii)  any other dividend or other
distribution with respect to, conversion or exchange of, or in replacement of,
the Warrant Shares.

     "Registration Statement" means each registration statement provided for in
Section 2 hereof, including (in each case) the Prospectus, any amendments and
supplements to such registration statement or Prospectus (including pre- and
post-effective amendments), all exhibits thereto, and all material incorporated
by reference in such registration statement.

     "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule.

     "Rule 158" means Rule 158 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule.


<PAGE>
     "Rule 415" means Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule.

     "Securities Act" means the Securities Act of 1933, as amended.
          2.     Registration.
                 ------------

     (a)     Required Registration. As promptly as possible, but in any event no
             ---------------------
later than the Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415.  The Company
shall use its commercially reasonable efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event prior to the Effectiveness
Date (except where the Company's audited financial statements are stale, in
which case by the earlier of 90 days after the Effectiveness Date or the date
that current audited financial statements have been filed by the Company as part
of a Form 10-KSB), and, subject to Section 2(c) below, to keep such Registration
Statement continuously effective under the Securities Act until such date as is
the earlier of (i) the date when all Registrable Securities covered by such
Registration Statement have been sold or (ii) two (2) years after the date of
the  issuance of the Warrant under the Securities Purchase Agreement (the
"Effectiveness Period").  If at any time during the Effectiveness Period (i) the
maximum number of Warrant Shares exceeds (A) the number of shares of Common
Stock initially registered in respect of the Warrant Shares minus (B) the number
of Warrant Shares, if any, already sold pursuant to the Registration Statement
and (ii) such excess exists for a period of more than ten (10) Business Days in
any thirty (30) day period, the Company shall be required to file an amendment
to the Registration Statement or an additional Registration Statement with
respect to such excess shares within ten (10) Business Days after such
conditions have been met (except where the Company's audited financial
statements are stale, in which case within 100 calendar days after such
conditions have been met), and the Company shall thereafter use its commercially
reasonable efforts to cause such amendment or additional Registration Statement
to be declared effective by the Commission as soon as possible, but in no event
later than ninety (90) days after filing.

     (b)     Shelf Registration.  No later than thirty (30) days after becoming
             ------------------
eligible to file a registration statement for a secondary or resale offering of
the Registrable Securities on Form S-3, the Company shall prepare and file with
the Commission such documentation as is necessary to allow all remaining
Registrable Securities to thereafter be sold on a continuous basis under Rule
415 pursuant to a "shelf" Registration Statement on Form S-3.  Notwithstanding
anything to the contrary contained herein, at no time during the Effectiveness
Period shall any of the Registrable Securities cease being registered.

     (c)     Delay in Filing, Effectiveness or Use.   Anything in this Agreement
             -------------------------------------
to the contrary notwithstanding, if (i) there is material non-public information
regarding the Company which the Company's Board of Directors (the "Board")
reasonably determines not to be in the Company's best interest to disclose and
which the Company is not otherwise required to disclose or (ii) there is a
significant business opportunity (including, but not limited to, the acquisition
or disposition


<PAGE>
of assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction, available to the
Company which the Board reasonably determines not to be in the Company's best
interest to disclose and which the Company would be required to disclose in the
Registration Statement, then, upon written notice to each Holder, the Company
may postpone or suspend the filing, effectiveness or use of a Registration
Statement for a period not to exceed 10 consecutive days; provided,  however,
that the Company may not postpone or suspend its obligations under Section 2(a)
for more than 30 days in the aggregate during any 12 month period (each, a
"Blackout Period").

     (d)     Piggy-Back Registrations.
             ------------------------

          (i)     If at any time when there is not an effective Registration
Statement covering the Registrable Securities, the Company shall decide to
prepare and file with the Commission a Registration Statement relating to an
offering for its own account of any of its equity securities or the account of
other holders of any of its equity securities, other than on Form S-4 or Form
S-8 (or their then equivalents relating to equity securities to be issued solely
in connection with the acquisition of an entity or business, or equity
securities issuable in connection with stock option or other employee benefit
plans), the Company shall send to each Holder written notice of such decision.
If, within thirty (30) days after receipt of such notice, a Holder does not
request in writing to the Company that some or all of such Holder's Registrable
Securities be removed from such Registration Statement, then the Company shall
cause the registration under the Securities Act of all Registrable Securities
which are held by each Holder subject to the Company's right to exclude a Holder
as set forth below; provided, however, that if at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the Registration Statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay expenses in accordance with Section 5 hereof) and (ii) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities being registered pursuant to this Section
2(d) for the same period as the delay in registering such other securities. The
foregoing notwithstanding, the Company shall not be required to register any
Registrable Securities pursuant to this Section 2(d) that are eligible for sale
pursuant to Rule 144(k).

          (ii)      In the case of an underwritten public offering, if the
managing underwriter(s) should reasonably object to the inclusion of the
Registrable Securities in such Registration Statement, then if the Company,
after consultation with the managing underwriter(s), should reasonably determine
that the inclusion of the Registrable Securities would materially adversely
affect the offering contemplated in such Registration Statement, and based on
such determination recommends inclusion in such Registration Statement of fewer
or none of the Registrable Securities of a Holder, then (A) if the Company after
consultation with the underwriter(s) recommends the inclusion of fewer
Registrable Securities, the number of Registrable Securities of the Holders
included in such Registration Statement shall be reduced pro-rata among such
Holders (based upon the number of Registrable Securities requested to be


<PAGE>
included in the registration), or (B) none of the Registrable Securities of the
Holders shall be included in such Registration Statement, if the Company after
consultation with the underwriter(s) recommends the inclusion of none of such
Registrable Securities; provided, however, that if securities are being offered
for the account of other Persons as well as the Company, such reduction shall
not represent a greater fraction of the number of Registrable Securities
intended to be offered by the Holders than the fraction of similar reductions
imposed on such other Persons (other than the Company).

     3.     Registration Procedures.   In connection with the Company's
            ------------------------
registration obligations under Section 2 above, the Company shall:

     (a)     Initial Filing.  With respect to its obligations under Section
             --------------
2(a), prepare and file with the Commission on or prior to the Filing Date, a
Registration Statement on Form SB-2 (or, if the Company is not then eligible to
register for resale the Registrable Securities on that Form, such registration
shall be on another appropriate form in accordance herewith) in accordance with
the method or methods of distribution thereof specified by the Holders in
writing (unless otherwise directed by the Holders in writing), and use its
commercially reasonable efforts to cause the Registration Statement to become
effective and remain effective as provided herein; provided, however, that not
less than five (5) Business Days prior to the filing of the Registration
Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by reference), the
Company shall (i) furnish to each Holder copies of all such documents proposed
to be filed, which documents (other than those incorporated by reference) will
be subject to the review of each Holder and (ii) at the request of a Holder,
cause the Company's officers, directors, counsel and independent certified
public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of counsel to such Holder, to conduct a reasonable
investigation within the meaning of the Securities Act.  The Company shall not
file a Registration Statement or any such Prospectus or any amendments or
supplements thereto to which a Holder or any counsel therefor shall reasonably
object in writing within three (3) Business Days of their receipt thereof.

     (b)     Amendments.  With respect to its obligations under Section 2(a),
             ----------
use its commercially reasonable efforts to (i) prepare and file with the
Commission such amendments, including post-effective amendments, as may be
necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period, and prepare and
file with the Commission such amendments to the Registration Statement and/or
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended, to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Securities Act, (iii) respond as
promptly as possible to any comments received from the Commission with respect
to a Registration Statement or any amendment thereto and as promptly as possible
provide to each Holder true and complete copies of all correspondence from and
to the Commission relating to the Registration Statement or amendment and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by each Holder thereof set forth in
such


<PAGE>
Registration Statement as so amended or in such Prospectus as so supplemented.

     (c)     Related Matters.  Notify each Holder of Registrable Securities to
             ---------------
be sold and any counsel therefor as promptly as possible (and, in the case of
clause (i)(A) below, not less than five (5) Business Days prior to such filing)
(i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the
Commission notifies the Company whether there will be a "review" of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose and (v) of the occurrence of any
event that makes any statement made in a Registration Statement or Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of such
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

     (d)     Withdrawal and Suspension.  With respect to its obligations under
             -------------------------
Section 2(a), use its commercially reasonable efforts to avoid the issuance of,
or, if issued, at the earliest practicable time obtain the withdrawal of, (i)
any order suspending the effectiveness of the Registration Statement or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction.

     (e)     Incorporation of Certain Matters.  If requested by the Holders of a
             --------------------------------
majority in interest of the Registrable Securities, (i) promptly incorporate in
a Prospectus supplement or post-effective amendment to a Registration Statement
such information as the Company reasonably agrees should be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received
notification of the matters to be incorporated therein.

     (f)     Copies.  To the extent requested by any Holder, provide to each
             ------
Holder and any counsel therefor, without charge, at least one conformed copy of
each Registration Statement and each amendment thereto (including financial
statements and schedules, documents incorporated or deemed to be incorporated
therein by reference, and all exhibits), such documents to be provided  promptly
after their filing with the Commission.


     (g)     Delivery.   Promptly deliver to each Holder and any counsel
             --------
therefor, without


<PAGE>
charge, as many copies of the Prospectus or Prospectuses and each amendment or
supplement thereto as they may reasonably request; and the Company hereby
consents to the use of each such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offer and sale of
the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

     (h)     Blue Sky Matters.  (A) Prior to any public offering of Registrable
             ----------------
Securities, use its commercially reasonable efforts to register or qualify or
cooperate with the selling Holders and any counsel therefor in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder reasonably requests in writing and (B) keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
(if applicable) and perform or do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of those Registrable
Securities covered by a Registration Statement; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any material tax in any such
jurisdiction where it is not then so subject.

     (i)     Preparation of Certificates.  Cooperate with each Holder to
             ---------------------------
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold pursuant to a Registration Statement, which
certificates shall be free of all restrictive legends, and cause such
certificates to be in such denominations and registered in such names as each
Holder may request at least two (2) Business Days prior to any sale of
Registrable Securities.

     (j)     Misrepresentation.  Subject to Section 2(c) above, upon the
             -----------------
occurrence of any event contemplated by Section 3(c)(v), as promptly as
possible, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, neither such Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

     (k)     Listing and Quotation.  Use its commercially reasonable efforts to
             ---------------------
cause all Registrable Securities relating to a Registration Statement to be
quoted on the OTC Bulletin Board and any  securities exchange, quotation system
or other market on which similar securities issued by the Company are then
listed or quoted as and when required pursuant to the Securities Purchase
Agreement.

     (l)     Rule 158.  Comply in all material respects with all applicable
             --------
rules and regulations of the Commission and make generally available to its
security holders an earnings statement satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 not later than 45 days after the end of
any 12-month period (or 90 days after the end of any 12-month


<PAGE>
period if such period is a fiscal year) commencing on the first day of the first
fiscal quarter of the Company after the effective date of the Registration
Statement.

4.     Additional  Matters.
       -------------------

     (a)     Holder  Information.  In  connection with a Registration Statement,
             -------------------
each  selling  Holder  shall  be  required to furnish to the Company information
regarding  such Holder and the distribution of such Registrable Securities as is
required  by  law to be disclosed in the Registration Statement, and the Company
may exclude from such registration the Registrable Securities of any such Holder
who  fails  to  furnish  such  information within a reasonable time prior to the
filing  of  such  Registration  Statement  or any supplemented Prospectus and/or
amended  Registration  Statement.

     (b)     Reference  to  Holder.  If  a  Registration Statement refers to any
             ---------------------
Holder  by name as the holder of any securities of the Company, then such Holder
shall  have the right to require the deletion of the reference to such Holder in
any  amendment  or  supplement  to  the  Registration  Statement  that  is filed
subsequent  to  the  time  that  such  reference  ceases  to  be required by the
Securities  Act  or  any  similar  federal  statute  then  in  force.

     (c)     Holder  Covenants.  Each  Holder  covenants  and agrees that (i) it
             -----------------
will not sell any Registrable Securities under a Registration Statement until it
has  received  copies  of  the  Prospectus  as  then  amended or supplemented as
contemplated  in Section 3(g) and notice from the Company that such Registration
Statement  and  any  post-effective  amendments thereto have become effective as
contemplated  by  Section  3(c)  and  (ii)  it  and  its officers, directors and
Affiliates, if any, will comply with the prospectus delivery requirements of the
Securities  Act as applicable to them in connection with the sale of Registrable
Securities  pursuant  to  such  Registration  Statement.

     (d)     Discontinuance.  Each  Holder  agrees  by  its  acquisition  of
             --------------
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of  any  event  of the kind described in clauses (ii) through (v) of
Section  3(c) or suspension of the use of the Registration Statement pursuant to
Section  2(c)  hereof,  such  Holder will immediately discontinue disposition of
such Registrable Securities under the Registration Statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement contemplated by Section 3(j), or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case,  has  received  copies  of any additional or supplemental filings that are
incorporated  or  deemed  to  be incorporated by reference in such Prospectus or
Registration  Statement.

     5.     Registration  Expenses  All  fees  and  expenses  incident  to  the
            ----------------------
performance  of  or compliance with this Agreement by the Company shall be borne
by  the  Company,  whether  or  not a Registration Statement is filed or becomes
effective  and  whether or not any Registrable Securities are sold pursuant to a
Registration  Statement.  Such  fees  and  expenses  shall  include,  without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made by or with the
OTC  Bulletin  Board  and  each  securities  exchange, quotation system or other
market  on  which  Registrable  Securities  are


<PAGE>
required  hereby to be listed or quoted, (B) with respect to filings required to
be  made with the Commission and (C) in compliance with state securities or Blue
Sky  laws  (including,  without limitation, reasonable fees and disbursements of
counsel  for  each  Holder  in  connection  with  Blue Sky qualifications of the
Registrable  Securities  and  any  determination  of  the  eligibility  of  the
Registrable  Securities  for  investment under the laws of such jurisdictions as
the  Holders  of  a  majority  of  Registrable  Securities may designate)), (ii)
printing  expenses  (including,  without  limitation,  expenses  of  printing
certificates for the Registrable Securities and of printing Prospectuses, if the
printing  of  Prospectuses  is  requested  by  the  Holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone  and delivery expenses, (iv) fees and disbursements of counsel for the
Company  and  a  single  counsel  for  the Holders, (v) Securities Act liability
insurance,  if  the Company so desires such insurance and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of  the  transactions  contemplated  by  this  Agreement,  including,  without
limitation,  the  Company's  independent public accountants (including any costs
associated  with  the  delivery  by  independent public accountants of a comfort
letter  or  comfort letters).  In addition, the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of the
transactions  contemplated by this Agreement (including, without limitation, all
salaries  and  expenses  of  its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual audit, and the fees and expenses
incurred in connection with the listing or quoting of the Registrable Securities
on  the OTC Bulletin Board or any securities exchange, quotation system or other
market  on  which  Registrable  Securities  are required to be listed or quoted.

     6.     Indemnification.
            ---------------

     (a)     Indemnification by the Company.  The Company shall, notwithstanding
             ------------------------------
any  termination  of  this  Agreement,  defend, indemnify and hold harmless each
Holder,  each  officer,  director,  manager,  owner,  agent and employee of each
Holder,  each  Person  who controls any Holder (within the meaning of Section 15
of  the  Securities  Act  or  Section  20 of the Exchange Act) and each officer,
director, manager, owner, agent and employee of each such controlling Person, to
the  fullest  extent  permitted  by applicable law, from and against any and all
losses,  claims,  damages,  liabilities,  reasonable  costs  (including, without
limitation,  costs  of  investigation,  preparation and attorneys' fees actually
incurred)  and expenses (collectively, "Losses"), as incurred, arising out of or
relating  to any untrue or alleged untrue statement of a material fact contained
in  a  Registration  Statement  or any Prospectus or any amendment or supplement
thereto,  or arising out of or relating to any omission or alleged omission of a
material  fact required to be stated therein or necessary to make the statements
therein  (in  the  case of any Prospectus or supplement thereto, in the light of
the  circumstances  under  which  they  were made) not misleading, except to the
extent, but only to the extent, that (i) such untrue statements or omissions are
based  solely  upon  information  regarding  such  Holder which was furnished in
writing  to  the  Company  by  such  Holder expressly for use therein, (ii) such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable Securities and was reviewed and expressly approved
in  writing  by  such  Holder  for  use  in  the  Registration Statement or such
Prospectus  or  in  any amendment or supplement thereto or (iii) the use by such
Holder  of  an  outdated  or  defective prospectus (without any Company provided
supplement  correcting  such outdated or defective prospectus) after the Company
has  notified  such  Holder  in  writing  that


<PAGE>
such  prospectus  is  suspended  from  use, outdated or defective.   The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding  of  which  the  Company is aware in connection with the transactions
contemplated  by  this Agreement.  Such indemnity shall remain in full force and
effect  regardless  of  any investigation made by or on behalf of an Indemnified
Party  and  shall  survive  the  transfer of Registrable Securities by a Holder.

     (b)     Indemnification  by  Holders.  Each Holder shall, severally and not
             ----------------------------
jointly,  defend,  indemnify  and  hold  harmless  the  Company,  the  Company's
directors,  officers, agents and employees, each Person who controls the Company
(within  the  meaning  of Section 15 of the Securities Act and Section 20 of the
Exchange  Act),  and  the  directors,  officers,  agents  or  employees  of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against  all Losses, as incurred, arising solely out of or based solely upon any
untrue  statement  of a material fact contained in a Registration Statement, any
Prospectus  or  any amendment or supplement thereto, or arising solely out of or
based  solely upon any omission of a material fact required to be stated therein
or  necessary  to  make the statements therein (in the case of any Prospectus or
supplement  thereto,  in  the  light  of the circumstances under which they were
made)  not  misleading,  to  the  extent,  but only to the extent, that (i) such
untrue  statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
such  Registration  Statement  or  such Prospectus or an amendment or supplement
thereto,  (ii) such information relates to such Holder or such Holder's proposed
method  of distribution of Registrable Securities and was reviewed and expressly
approved  in  writing  by  such  Holder  expressly  for use in such Registration
Statement or such Prospectus or any amendment or supplement thereto or (iii) the
use  by  such Holder of an outdated or defective prospectus (without any Company
provided  supplement correcting such outdated or defective prospectus) after the
Company  has  notified  such Holder in writing that such prospectus is suspended
from  use,  outdated  or  defective.  Notwithstanding  anything  to the contrary
contained herein, a Holder shall be liable under this Section 6(b) for only that
amount  which does not exceed the net proceeds to such Holder as a result of the
sale  of  Registrable  Securities  pursuant  to  such  Registration  Statement.

     (c)     Conduct of Indemnification Proceedings.  If any Proceeding shall be
             --------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party promptly shall notify the Person
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel  reasonably satisfactory to the Indemnified Party and the payment of all
fees  and  expenses  incurred in connection with defense thereof; provided, that
the  failure  of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except  (and  only) to the extent that it shall be finally determined by a court
of  competent  jurisdiction  (which  determination  is  not subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the
right  to  employ  separate counsel in any such Proceeding and to participate in
the  defense  thereof, but the fees and expenses of such counsel shall be at the
expense  of such Indemnified Party or Parties unless: (i) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party
shall  have  failed  promptly to assume the defense of such Proceeding following
receipt  of  notice  and  to  employ  counsel  reasonably  satisfactory  to such
Indemnified


<PAGE>
Party  in  any such Proceeding or (iii) the named parties to any such Proceeding
(including  any  impleaded  parties)  include both the Indemnified Party and the
Indemnifying Party, and the Indemnified Party shall have been advised by counsel
that  a  conflict  of  interest  is  likely to exist if the same counsel were to
represent  both the Indemnified Party and the Indemnifying Party (in which case,
if  the  Indemnified  Party  notifies  the Indemnifying Party in writing that it
elects  to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying  Party  shall  not have the right to assume the defense thereof and
such  counsel  shall  be  at  the  expense  of  the  Indemnifying  Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without  its  written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which  any  Indemnified  Party  is  a  party, unless such settlement includes an
unconditional  release  of  such  Indemnified Party from all liability on claims
that  are  the  subject matter of such Proceeding.  All fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in  connection  with  investigating  or preparing to defend such Proceeding in a
manner  not  inconsistent  with  this  Section) shall be paid to the Indemnified
Party,  as  incurred, within thirty (30) Business Days of written notice thereof
to  the  Indemnifying  Party  (regardless of whether it is ultimately determined
that  the  Indemnified  Party  is  not  entitled  to  indemnification hereunder;
provided,  that  the  Indemnifying  Party  may  require the Indemnified Party to
undertake  to  reimburse  all such fees and expenses to the extent it is finally
judicially  determined  that  the  Indemnified  Party  is  not  entitled  to
indemnification  hereunder).

     (d)     Contribution.  If a claim for indemnification under Section 6(a) or
             ------------
6(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority  to  enforce such indemnification in accordance with its
terms  (by  reason of public policy or otherwise), then each Indemnifying Party,
in  lieu  of indemnifying such Indemnified Party, shall contribute to the amount
paid  or  payable  by such Indemnified Party as a result of such Losses, in such
proportion  as  is appropriate to reflect the relative fault of the Indemnifying
Party  and  Indemnified  Party  in  connection  with  the actions, statements or
omissions  that resulted in such Losses, as well as any other relevant equitable
considerations.  The  relative  fault of such Indemnifying Party and Indemnified
Party  shall  be  determined  by  reference  to, among other things, whether any
action  in  question,  including  any  untrue  or  alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been taken
or  made  by, or relates to information supplied by, such Indemnifying, Party or
Indemnified  Party,  and  the  parties'  relative  intent,  knowledge, access to
information  and  opportunity  to  correct  or prevent such action, statement or
omission.  The  amount paid or payable as a result of any Losses shall be deemed
to include, subject to the limitations set forth in Section 6(c), any reasonable
attorneys'  or other reasonable fees or expenses incurred in connection with any
Proceeding  to the extent there would have been indemnification for such fees or
expenses  if  the  indemnification  provided  in  this  Section was available in
accordance  with  its terms.  Notwithstanding anything to the contrary contained
herein,  a  Holder  shall be liable or required to contribute under this Section
6(d)  for only such amount as does not exceed the net proceeds to such Holder as
a  result  of  the  sale  of Registrable Securities pursuant to the Registration
Statement.  The  parties hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation  or  by  any  other  method  of  allocation  that  does not take into


<PAGE>
misrepresentation  (within  the meaning provided in the Securities Act) shall be
entitled  to  contribution from any Person who was not guilty of such fraudulent
misrepresentation.  The  indemnity and contribution agreements contained in this
Section  are in addition to any liability that an Indemnifying Party may have to
an  Indemnified  Party.

     7.     Rule  144.  As  long  as  any Holder owns the Warrant or any Warrant
            ---------
Shares,  the  Company  agrees  to  timely  file (or obtain extensions in respect
thereof and file within the applicable extension period) all reports required to
be filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act.  In
addition,  as  long as any Holder owns any Warrant Shares, if the Company is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, it
will  prepare and furnish to each Holder and make publicly available in a timely
fashion the information specified in Rule 144(c)(2).  The Company further agrees
that  it  will  take such further action as any Holder may reasonably request to
the  extent  required  from  time  to time to enable each Holder to sell Warrant
Shares  without  registration  under the Securities Act within the limitation of
the  exemption  provided  by Rule 144, including providing any legal opinions of
counsel  to  the Company referred to in the Securities Purchase Agreement.  Upon
the  request  of  any Holder, the Company shall deliver to such Holder a written
certification  of  a  duly authorized officer as to whether it has complied with
the  foregoing  requirements.

     8.     Miscellaneous.
            -------------

     (a)     Remedies.  In the event of a breach by the Company or any Holder of
             --------
any  of  their  obligations  under  this Agreement, each non-breaching party, in
addition  to  being entitled to exercise all rights granted by law or under this
Agreement,  including  recovery  of  damages,  will  be  entitled  to  specific
performance  of  its  rights  under this Agreement.  The Company and each Holder
agree  that  monetary  damages  would  not provide adequate compensation for any
losses  incurred  by  reason  of a breach by it of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for specific
performance  in respect of such breach, it shall waive the defense that a remedy
at  law would be adequate.  The Company and the Buyer also acknowledge and agree
that  irreparable  damage would occur in the event that any of the provisions of
this  Agreement  or  the  Securities  Purchase  Agreement  were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed  that  the  parties  shall  be  entitled to an injunction or
injunctions  to  prevent or cure breaches of the provisions of this Agreement or
the  Securities  Purchase  Agreement  and  to enforce specifically the terms and
provisions  hereof  or  thereof,  this  being in addition to any other remedy to
which  any  of  them  may  be  entitled  by  law  or  equity.

     (b)     No  Inconsistent  Agreements.  Neither  the  Company nor any of its
             ----------------------------
Affiliates has, as of the date hereof, entered into and currently in effect, nor
shall  the  Company  or  any  of  its  Affiliates  on  or after the date of this
Agreement  enter  into,  any  agreement  with  respect to its securities that is
inconsistent  with  the  rights  granted  to  each  Holder  in this Agreement or
otherwise  conflicts  with the provisions hereof, except for registration rights
provisions  disclosed  in  a Schedule to the Securities Purchase Agreement or in
the SEC Documents (as defined in the Securities Purchase Agreement).  Except for
registration  rights  provisions  disclosed  in  a  Schedule  to  the Securities
Purchase  Agreement  or in the SEC Documents, neither the Company nor any of its
Affiliates  has  previously  entered  into  any  agreement  currently  in effect
granting


<PAGE>
any  registration  rights  with  respect to any of its securities to any Person.
Without limiting the generality of the foregoing, without the written consent of
the  Buyer  and  the  Holders  of a majority of the then outstanding Registrable
Securities,  the  Company shall not grant to any Person the right to request the
Company  to  register  any  securities  of  the Company under the Securities Act
unless  the rights so granted are subject in all respects to the prior rights in
full  of  each  Holder  and are not otherwise in conflict with the provisions of
this  Agreement.  The  foregoing  notwithstanding,  this  Section 8(b) shall not
prohibit  the  Company  from  entering  into  any  agreements  concerning  the
registration  of  securities  on  Form  S-8  or  Form  S-4.

     (c)     Failure  to  File  Registration  Statement  and  Other Events.  The
             --------------------------------------------------------------
Company  and  the  Buyer  agree  that  the  Holders  will  suffer damages if the
Registration  Statement  required by Section 2(a) above is not filed on or prior
to  the Filing Date and  not declared effective by the Commission on or prior to
the  Effectiveness  Date and maintained in the manner contemplated herein during
the Effectiveness Period, or if certain other events occur.  The Company and the
Buyer  further  agree  that  it would not be feasible to ascertain the extent of
such  damages  with precision.  Accordingly, subject to the Company's suspension
rights  as  set  forth  in  Section 2(c) hereof, if (i) a required  Registration
Statement  is  not  filed  on  or  prior  to the Filing Date, or is not declared
effective  by  the  Commission  on or prior to the Effectiveness Date (or in the
event an additional Registration Statement is filed because the actual number of
Warrant Shares exceeds the number of shares of Common Stock initially registered
is not filed and declared effective within the time periods set forth in Section
2(a)),  (ii)  a  required  Registration  Statement  is  filed  with and declared
effective  by  the  Commission  but  thereafter ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period,  without  being  succeeded  immediately  by  a  subsequent  Registration
Statement  filed with and declared effective by the Commission, (iii) trading in
the  Common  Stock shall be suspended or if the Common Stock ceases to be quoted
on  the  OTC  Bulletin Board for any reason for more than sixty (60) days in the
aggregate  or  (iv)  the exercise rights of a Holder with respect to the Warrant
are  suspended  by  the  Company (any such circumstance, failure or breach being
referred  to  as  an  "Event"),  the Company shall pay to the Holders in cash as
liquidated  damages  for such failure, and not as a penalty, an aggregate amount
equal to 2% of the original principal amount of the Note issued to the Buyer for
each  thirty  (30)  day  period until the applicable Event has been cured, which
shall  be  pro  rated  for  periods of less than thirty (30) days (the "Periodic
Amount").  Subject  to  the  Buyer's right to add such Periodic Amount on to the
principal  amount  of  the  Note  (as provided in the Note), payments to be made
pursuant  to  this Section 8(c) shall be due and payable three (3) Business Days
after the end of each month in which a Periodic Amount accrues, such payments to
be made in immediately available funds and allocated among the Holders according
to their interests in the Warrant and Warrant Shares. The parties agree that the
Periodic  Amount represents a reasonable estimate on the part of the parties, as
of  the date of this Agreement, of the amount of damages that may be incurred by
a Holder if a Registration Statement is not filed on or prior to the Filing Date
or  has  not  been  declared  effective  by  the  Commission  on or prior to the
Effectiveness  Date  and maintained in the manner contemplated herein during the
Effectiveness  Period  or  if  any other Event as described herein has occurred.

     (d)     Amendments  and  Waivers.  The  provisions  of  this  Agreement,
             ------------------------
including  the  provisions  of  this sentence, shall not be amended, modified or
supplemented,  and  waivers or consents to departures from the provisions hereof
shall  not  be  given,  unless  the  same  shall  be  in


<PAGE>
writing  and  signed  by the Company and the applicable Holder.  Notwithstanding
the  foregoing,  a  waiver  or consent to depart from the provisions hereof with
respect  to  a matter that relates generally to the rights of the Holders may be
given  by  Holders of at least a majority of the Registrable Securities to which
such  waiver  or consent relates; provided, however, that the provisions of this
sentence  may  not  be  amended,  waived,  modified,  or  supplemented except in
accordance  with  the  provisions  of  the  immediately  preceding  sentence.

     (e)     Notices.  Any  and  all  communications required or permitted to be
             -------
provided  hereunder  shall be in writing and shall be deemed given and effective
as provided in Section 8(f) of the Securities Purchase Agreement.  The addresses
for  such  communications shall be as provided in Section 8(f) of the Securities
Purchase  Agreement  or  such  other address or addresses as any party  may most
recently  have  designated  in  writing  to  the  other  parties  hereto.

     (f)     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted  assigns.  The  Company  may  not  assign this Agreement or any of its
rights  or  obligations  hereunder  without  the  prior  written  consent of the
Holders.  The  Buyer  may  assign  its rights hereunder in the manner and to the
Persons  as  permitted  herein  or  in  the  Securities  Purchase  Agreement.

     (g)     Assignment  of  Registration  Rights.  The  rights  of  each Holder
             ------------------------------------
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable  Securities in accordance with the terms of this Agreement, shall be
automatically  assignable by each Holder to any transferee of such Holder of all
or  a  portion  of  the  Warrant  and/or the Registrable Securities if:  (i) the
Holder  agrees  in writing with the transferee or assignee to assign such rights
and  a  copy  of  such agreement is furnished to the Company within a reasonable
time  after such assignment, (ii) the Company is, within a reasonable time after
such  transfer  or assignment, furnished with written notice of (A) the name and
address  of  such  transferee or assignee and (B) the securities with respect to
which  such  registration  rights  are  being  transferred  or  assigned,  (iii)
following such transfer or assignment the further disposition of such securities
by  the  transferee  or  assignees  is  restricted  under the Securities Act and
applicable  state  securities  laws,  (iv)  at  or  before  the time the Company
receives  the  written  notice  contemplated by clause (ii) of this Section, the
transferee  or assignee agrees in writing with the Company to be bound by all of
the  provisions  of this Agreement and (v) such transfer shall have been made in
accordance  with  the  applicable  requirements  of  the  Securities  Purchase
Agreement.  In  addition,  each Holder shall have the right to assign its rights
hereunder  to  any  other  Person with the prior written consent of the Company,
which  consent  shall  not  be  unreasonably withheld.  The rights to assignment
shall  apply  to  the  Holders  and  to their subsequent successors and assigns.

     (h)     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of which when so executed shall be deemed to be an original
and,  all  of  which taken together shall constitute one and the same agreement.
In  the  event  that  any signature is delivered by facsimile transmission, such
signature  shall create a valid binding obligation of the party executing (or on
whose  behalf  such signature is executed) such document with the same force and
effect  as  if  such  facsimile  signature  were  the  original  thereof.

     (i)     Governing Law.  This Agreement shall be governed by and interpreted
             -------------
in


<PAGE>
accordance  with  the  laws  of  the  State  of California without regard to the
principles  of  conflict  of  laws.  The  parties  hereto  agree  that  a final,
non-appealable judgment in any suit or proceeding with respect to this Agreement
shall  be  conclusive and may be enforced in other jurisdictions by suit on such
judgment  or  in  any  other  lawful  manner.

     (j)     Cumulative  Remedies.  No provision of this Agreement providing for
             --------------------
any  specific  remedy  to  a party shall be construed to limit such party to the
specific  remedy  described,  and  that any other remedy that would otherwise be
available  to  such  party  at  law  or  in equity shall also be available.  The
parties  also  intend  that  the rights and remedies hereunder be cumulative, so
that  exercise  of any one or more of such rights or remedies shall not preclude
the  later  or  concurrent  exercise  of  any  other  rights  or  remedies.

     (k)     Severability.  If  any provision of this Agreement shall be invalid
             ------------
or  unenforceable in any jurisdiction, such invalidity or unenforceability shall
not  affect the validity or enforceability of the remainder of this Agreement in
that  jurisdiction  or  the  validity or enforceability of any provision of this
Agreement  in  any  other  jurisdiction.

     (l)     Headings;  Interpretation.  The  headings of this Agreement are for
             -------------------------
convenience  of  reference  and  shall  not  form  a  part  of,  or  affect  the
interpretation  of,  this  Agreement.  As  used  herein,  (i)  the neuter gender
includes  the masculine or feminine and the singular number includes the plural,
and  vice  versa, as the context may require and (ii) unless the context clearly
requires otherwise, the words "herein," "hereunder" and "hereby," shall refer to
this  entire  Agreement  and  not only to the Section or paragraph in which such
word  appears.  If  any  date  specified herein falls upon a Saturday, Sunday or
public  or legal holidays, the date shall be construed to mean the next Business
Day  following  such  Saturday,  Sunday  or public or legal holiday.  Each party
intends  that  this  Agreement  be  deemed  and  construed  to have been jointly
prepared  by the parties. As a result, the parties agree that any uncertainty or
ambiguity  existing  herein  shall  not  be  interpreted against either of them.

     (m)     Attorney's  Fees.  If  any  party to this Agreement shall bring any
             ----------------
action  for  relief  against the other arising out of or in connection with this
Agreement,  in  addition to all other remedies to which the prevailing party may
be entitled, the losing party shall be required to pay to the prevailing party a
reasonable  sum  for  attorney's fees and costs incurred in bringing such action
and/or  enforcing  any judgment granted therein, all of which shall be deemed to
have  accrued  upon the commencement of such action and shall be paid whether or
not  such  action  is  prosecuted to judgment.  Any judgment or order entered in
such  action  shall  contain  a specific provision providing for the recovery of
attorney's fees and costs incurred in enforcing such judgment.  For the purposes
of  this  Section,  attorney's  fees  shall  include,  without  limitation, fees
incurred  with  respect  to  the  following:  (i)  post-judgment  motions,  (ii)
contempt  proceedings, (iii) garnishment, levy and debtor and third party debtor
and  third  party  examinations,  (iv)  discovery and (v) bankruptcy litigation.

     (n)     No  Third  Party Beneficiaries.  This Agreement is intended for the
             ------------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  by their respective authorized persons on the date first written
above.

                                         RAPIDTRON, INC.

                                         By:
                                             --------------------
                                                  President
                                         By:
                                             --------------------
                                                  Secretary


                                         OCEANUS VALUE FUND, L.P.
                                         By: Oceanus Asset Management, L.L.C.,
                                             General Partner

                                         By:
                                             --------------------
                                         Name:  John C. Tausche
                                         Title: Member