PUBLICITY AGREEMENT


                          MARKET STREET PUBLISHING LTD.

                               PUBLICITY AGREEMENT
                          PREPARED FOR RAPIDTRON, INC.

AGREEMENT   made  this  ____day  of November, 2003, by and between MARKET STREET
PUBLISHING  LTD.  (the  "Publisher")  and  RAPIDTRON,  INC.  (the  "Company").
                                                          -

WITNESSETH:

WHEREAS,  the  Company is or will be publicly held with its common stock trading
on  one  or  more  stock  Exchanges,  and

WHEREAS,  the  Company  desires to publicize itself with the intention of making
its  name and business better known to investors and potential shareholders, and

WHEREAS,  the  Publisher  is in the business of marketing, advertising and other
related  activities,  and

WHEREAS, the Publisher is willing to help publicize the Company.


NOW  THEREFORE,  in  conclusion  of the mutual covenants herein contained, it is
agreed:

1.   ENGAGEMENT.  The Company hereby engages the Publisher to:

     -    Cause  to be prepared a 3rd party editorial which prominently features
          a  report on the Company - distribute the same to a minimum of 500,000
          US  residents.  This  distribution will consist of circulation of said
          editorial  to  the current and former subscribers of the newsletter(s)
          as  well  as  outside  distribution.  The  physical description of the
          package  will be an 8 1/2 X 11 Self-mailer that will contain primarily
          editorial  information  concerning  Rapidtron,  Inc.  as  well  as
          promotional  copy  for  the  newsletter/editor/writer.


2.  ASSISTANCE.  The  Company  acknowledges  the  Publisher  will  prepare  and
distribute  an advertising/editorial report on the Company.  Publisher agrees to
assist  in additional advertising/editorial report mailings, as requested, based
upon  additional  production  budgets.  All advertising/editorial disseminations
sponsored by the Company will be fully disclosed as paid advertising (disclosing
the  amount  and  nature  of compensation and associated costs of the program as
provided for by applicable US Securities Acts and other Regulations.)

3.   PREPARATION  OF  REPORT.  The  Company will cooperate fully and timely with
the  Publisher to supply all materials reasonably requested by either to prepare
the  report.  Because  the  Publisher  will  rely  upon  this  information  in
preparation  of the report and programs, the Company represents to the Publisher
that  all  such  information  shall  be  true,  accurate,  and  complete and not
misleading,  in  any  respect.

4.  COMPANY  REVIEW.  No  material  about  the  Company  shall be distributed by
Publisher  unless  and until the Company has reviewed and approved the same. The
Company  will act diligently and promptly in reviewing materials submitted to it
by the Publisher to enhance timely distribution of the materials and will inform
the Publisher in writing, of any inaccuracies contained in the material prepared
prior  to  the  projected  publication  and/or  delivery dates. The Company will
acknowledge  in  writing  that  the  material  is  acceptable  (as corrected, if
applicable).

5.  COMPENSATION.  In  consideration  of  the  services  to  be performed by the
Publisher,  the  Company  agrees  to pay Publisher for all costs of creation and
coordination  of  the  programs outlined in section 1 and   reasonable allowance
for  Publisher's  overhead  and  creative  direction incurred in connection with
performance  of  this Agreement. Such costs are estimated to be no more than USD
$450,000.00.


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                               PUBLICITY AGREEMENT


6.  PAYMENT  SCHEDULE.  An  initial  deposit of (USD) $150,000.00 is required to
begin  the project.  The initial deposit is non-refundable should the project be
cancelled  by  the  Company.  In  the  event of such a cancellation, the initial
deposit  will  be  distributed as payment for expenses incurred by the Publisher
and refunded less those expenses.  The desired distribution date of this project
is  31  DEC  2003.  With respect to scheduling and funds required for execution,
the  second  installment of (USD) $150,000.00 must be received not later than 10
DEC  2003.  All  payments  due  up  to and including this second installment are
non-refundable  after  this  payment is deposited.  As the remaining funds to be
paid  primarily  represent  postage,  the  Publisher  must  receive  the  final
installment(s)  in  accordance  with  a mail drop schedule yet to be determined.
These  deposits must be received not later than 72 hours prior to scheduled mail
drop  dates.  Non-payment  will  result in project work stoppage.  Delays to the
payment  schedule  will  result  in  rescheduling  of  the  distribution  date.

7.  PUBLISHER  DISCLAIMER.  PUBLISHER  MAKES  NO  REPRESENTATION  THAT:  (A) ITS
PUBLICATION  AND  DISTRIBUTION OF THE PROGRAMS WILL RESULT IN ANY ENHANCEMENT TO
THE  COMPANY,  (B)  THE  PRICE  OF THE COMPANY'S PUBLICLY TRADED SECURITIES WILL
INCREASE,  (C) ANY PERSON WILL PURCHASE SECURITIES IN THE COMPANY AS A RESULT OF
THE DISTRIBUTION OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.

8.  LIMITATION  OF  PUBLISHER  LIABILITY.  If  Publisher  fails  to  perform its
services  hereunder,  its  entire  liability to the Company shall not exceed the
lesser  of:  (a)  the  amount  of  cash  payment Publisher has received from the
Company  excluding  any non-refundable deposits and or (b) the actual and direct
damage  to  the  Company  as  a result of such non-performance. IN NO EVENT WILL
PUBLISHER  OR  PARTNER  BE  LIABLE  FOR  ANY  INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES  NOR  FOR  ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING
FROM  OR  IN  ANY  WAY  RELATED  TO  THIS  AGREEMENT.

9.  OWNERSHIP  OF  MATERIALS.  All right, title and interest in and to materials
to be produced by Publisher in connection with the services to be rendered under
this  Agreement  shall  be  and  remain  the  sole and exclusive property of it.

10.   CONFIDENTIALITY.  Until  such  time as the same may become publicly known,
Publisher  agrees  that  any  information  provided  to  it  by the Company of a
confidential  nature  will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of its services
and  upon  the  written  request to it. Notwithstanding the foregoing, Publisher
shall  be liable for any revelation of confidential information that arises from
sources  other  than  directly  from  the  beneficial owners of Publisher, being
recognized  and  understood that in the course of performance of this Agreement,
many  persons  will  have  to  receive  access  to  such  materials.

11.  NOTICES.  All  notices  hereunder  shall be in writing and addressed to the
party  at  the  address  herein set forth, or at such address as to which notice
pursuant  to this section may be given, and shall be given by personal delivery,
by  certified  mail  (return  receipt  requested),  Express Mail, or by national
overnight  courier.  If  Company  is  a  non-resident  of the United States; the
equivalent services of the postal system of the Company's residence may be used.
Notices  will  be  deemed  given upon the earlier of actual receipt or three (3)
business  days  after  being  mailed  or  delivered  to  such  courier  service.



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                               PUBLICITY AGREEMENT


     NOTICES SHALL BE ADDRESSED TO PUBLISHER AT:       AND TO THE COMPANY AT:
     MARKET STREET PUBLISHING LTD.                     RAPIDTON, INC.
     PO BOX 84907                                      3151 AIRWAY AVENUE
     PHOENIX, AZ                                       BUILDING Q
     USA 85071                                         COSTA MESA, CA
                                                       USA 92626
                                                       TELEPHONE: (949) 798-0652
                                                       FACSIMILE: (949) 474-4550

Such  addresses  and  notices  may  be  changed  at  any time by either party by
utilizing  the  foregoing  notice procedures.  Any notices to be given hereunder
will  be  effective  if  executed  by  and sent to the attorneys for the parties
giving such notice, and in connection therewith the parties and their respective
counsel  agree  that  in giving such notices counsel may communicate directly in
writing with such parties to the extent necessary to give such notice.

12.  COMPLIANCE  WITH  LAW.  Publisher  shall  have  no  obligation  to send any
mailings  to  residents  of  States of the United States of America in which the
common  stock  of the Company cannot be secondarily traded on a solicited basis.
The  Company and Publisher will agree upon the States to which the mailings will
be  directed.

13.   MISCELLANEOUS.

     (A)  Governing  Law.  This  Agreement  shall be governed by and interpreted
          --------------
          under  the  laws  of  the  State  of  Arizona.
     (B)  Venue.  Any litigation under this Agreement shall have as its sole and
          -----
          exclusive venue the appropriate state or federal courts sitting in the
          State  of  Arizona.
     (C)  Multiple  Counterparts.  This  Agreement  may  be executed in multiple
          ----------------------
          counterparts,  each of which shall be deemed an original. It shall not
          be necessary that each party execute each counterpart, or that any one
          counterpart  be executed by more than one party, so long as each party
          executes  at  least  one  counterpart.
     (D)  Separability.  If  any one or more of the provisions of this Agreement
          ------------
          shall  be  held  invalid, illegal, or unenforceable, and provided that
          such  provision  is  not  essential to the transaction provided for by
          this  Agreement, such shall not affect any other provision hereof, and
          this  Agreement shall be construed as is such provision had never been
          contained  herein.
     (E)  Regulatory  Acceptance.  If  the  stock  of the Company is listed on a
          ----------------------
          foreign exchange(s), this Agreement shall be subject to its acceptance
          by  such  exchange(s)  to  the  extent  required  by the rules of such
          exchange(s).
     (F)  Presumption Against Draftsman. The parties acknowledge that each party
          -----------------------------
          and  its  counsel have participated in the negotiation and preparation
          of this Agreement. This Agreement shall be construed without regard to
          any presumption or other rule requiring construction against the party
          causing  the  Agreement  to  be  drafted.
     (G)  The duties and obligation of the Company shall inure to the benefit of
          the  Publisher.



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                               PUBLICITY AGREEMENT


                                 SIGNATURE PAGE
                                 --------------


EXECUTED as a sealed instrument as of the day and year first above written.



MARKET STREET PUBLISHING LTD.                   RAPIDTRON, INC.


By:                                         By:  /s/  John  Creel
    ---------------------------                 ---------------------------
         Duly  Authorized                            Duly  Authorized




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