REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of November
12, 2003, is made between the investor or investors signatory hereto (each an
"Investor" and together the "Investors"), and Rapidtron, Inc., a Nevada
corporation (the "Company").

     WHEREAS, simultaneously with the execution and delivery of this Agreement,
the Investor is purchasing from the Company, pursuant to a Unit Purchase
Agreement dated the date hereof (the "Purchase Agreement"), Units of the
Company, each Unit consisting of one Common Share and one Warrant exercisable to
purchase one additional Common Share (terms not defined herein shall have the
meanings ascribed to them in the Purchase Agreement); and

     WHEREAS, the Company desires to grant to the Investors the registration
rights set forth herein with respect to the Common Shares and the Common Shares
acquirable upon exercise of the Warrants purchased pursuant to the Purchase
Agreement (sometimes referred to herein as the "Securities");

     NOW, THEREFORE, the parties hereto mutually agree as follows:

          Section  1.     Registrable  Securities.  As  used  herein  the  term
                          -----------------------
"Registrable Security" means the Securities until (i) the Registration Statement
has  been  declared effective by the Securities and Exchange Commission ("SEC"),
and all Securities have been disposed of pursuant to the Registration Statement,
(ii)  all  Securities  have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the  Securities  Act  ("Rule  144")  are  met,  (iii)  all  Securities have been
otherwise  transferred  to  holders  who  may  trade  such  Securities  without
restriction  under  the  Securities  Act,  and  the  Company has delivered a new
certificate  or  other  evidence  of ownership for such Securities not bearing a
restrictive  legend  or  (iv)  such  time  as,  in the opinion of counsel to the
Company,  all  Securities  may  be  sold  without  any  time,  volume  or manner
limitations  pursuant  to  Rule 144(k) (or any similar provision then in effect)
under the Securities Act. The term "Registrable Securities" means any and/or all
of  the  securities  falling  within  the foregoing definition of a "Registrable
Security."  In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization  or  other  change  in corporate structure affecting the Common
Shares,  such  adjustment  shall  be  deemed  to  be  made  in the definition of
"Registrable  Security"  as  is  appropriate in order to prevent any dilution or
enlargement  of  the  rights  granted  pursuant  to  this  Agreement.

          Section  2.     Restrictions  on Transfer.  Each Investor acknowledges
                          -------------------------
and  understands  that  prior  to the registration of the Securities as provided
herein,  the  Securities  are  "restricted  securities"  as  defined in Rule 144
promulgated  under  the  Securities  Act.  Each  Investor  understands  that  no
disposition  or  transfer  of  the Securities may be made by the Investor in the
absence  of  (i)  an  opinion  of counsel to the Investor, in form and substance
reasonably  satisfactory  to the Company, that such transfer may be made without
registration  under  the  Securities  Act  or  (ii)  such  registration.

               With  a view to making available to the Investors the benefits of
Rule 144 under the Securities Act or any other similar rule or regulation of the
SEC  that  may  at  any  time


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<PAGE>
permit  the  Investors  to  sell securities of the Company to the public without
registration,  the  Company agrees to do the following until two years following
the  issuance  of  any  Security or until there no longer exists any Registrable
Security:

               (a)  comply  with the provisions of paragraph (c)(1) of Rule 144;

               (b)  file  with  the SEC in a timely manner all reports and other
documents  required  to  be  filed  with the SEC pursuant to Section 13 or 15(d)
under  the  Exchange  Act  by  companies  subject  to  either  of such sections,
irrespective  of  whether  the  Company  is  then  subject  to  such  reporting
requirements;  and

               (c)  Upon  request  by  the  transfer  agent  of the Company (the
"Transfer  Agent"),  the  Company shall provide the Transfer Agent an opinion of
counsel,  which  opinion  shall  be reasonably acceptable to the Transfer Agent,
that  to the extent true based upon the satisfactory evidence and certifications
provided  by  the  applicable  Investor  and his or her broker, the Investor has
complied  with  the applicable conditions of Rule 144 ( or any similar provision
then  in  force)  under  the  Securities  Act.

          Section  3.  Registration  Rights  With  Respect to the Securities.
                       -----------------------------------------------------

               (a)  Subject to the conditions set forth in Section 16 below, the
Company  agrees  that  it will use its best efforts to prepare and file with the
SEC, within sixty (60) days after the Closing Date, a registration statement (on
Form  S-1, Form SB-2 or other appropriate registration statement form) under the
Securities  Act  (the  "Registration  Statement"),  at  the  sole expense of the
Company except as provided in Section 3(c) hereof), in respect of the Investors,
so  as to permit a public offering and resale of the Securities under the Act by
the  Investors as selling stockholders and not as underwriters. The Registration
Statement shall be prepared with the assistance of legal counsel selected by the
Lead Investor and approved by the Company (the "Lead Counsel").

               The  Company  shall  fully  cooperate  with  the Lead Counsel and
provide  all  information  requested  by  the  Lead  Counsel  to  prepare  the
Registration  Statement within a reasonable time.  The Company shall provide the
Lead  Investor  with  copies  of  any comment letters received from the SEC with
respect  thereto  within  two  (2) trading days of receipt thereof.  The Company
shall  use  its  best  efforts  to  cause  such Registration Statement to become
effective  within  five  (5)  days  of  SEC clearance to request acceleration of
effectiveness.  The number of shares designated in the Registration Statement to
be  registered shall include all the Registrable Securities held by the Investor
on  the  day  prior  to the filing date of the Registration Statement, and shall
include  appropriate  language  regarding  reliance  upon Rule 416 to the extent
permitted  by  the  SEC.  The  Company  will  notify  the  Lead  Investor of the
effectiveness  of  the  Registration Statement within three trading days of such
event.

               (b)  Subject to the conditions set forth in Section 16 below, and
further  provided  that  a  shelf-registration  statement is and continues to be
permitted  by  law,  the  Company  will  maintain  the Registration Statement or
post-effective  amendment  filed  under  this  Section  3  effective  under  the
Securities  Act  until  the  earlier of (i) the date that none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii)  the  date


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<PAGE>
that  all  of  the  Securities  have  been  sold  pursuant  to such Registration
Statement,  (iii)  the  date the Lead Investor receives an opinion of counsel to
the  Company, which counsel shall be reasonably acceptable to the Lead Investor,
that  the  Securities  may  be  sold  under  the  provisions of Rule 144 without
limitation  as to volume, (iv) all Securities have been otherwise transferred to
persons  who may trade such shares without restriction under the Securities Act,
and  the  Company has delivered a new certificate or other evidence of ownership
for  such securities not bearing a restrictive legend, (v) all Securities may be
sold  without  any time, volume or manner limitations pursuant to Rule 144(k) or
any  similar provision then in effect under the Securities Act in the opinion of
counsel to the Company, which counsel shall be reasonably acceptable to the Lead
Investor,  or  (vi)  two  (2)  years  from  the  original  issuance  date of the
Securities  (the  "Effectiveness  Period").  The  Company  shall  prepare  any
supplement  and/  or post-effective amendment and the same shall be reviewed and
delivered  to  and  filed  with  the  SEC  in  the  same  manner as set forth in
subparagraph  3(a)  above.

               (c)  Subject to the conditions set forth in Section 16 below, all
fees, disbursements and out-of-pocket expenses and costs incurred by the Company
in  connection  with  the  preparation  and filing of the Registration Statement
under  subparagraph  3(a)  or  the supplement(s) and post-effective amendment(s)
under subparagraph 3(b) and in complying with applicable securities and Blue Sky
laws  (including,  without limitation, all attorneys' fees of the Company) shall
be  borne  by  the  Company.  The  Investors shall bear the cost of underwriting
and/or  brokerage  discounts,  fees  and  other costs, if any, applicable to the
Securities  being  registered  and  the fees and expenses of their counsel.  The
Lead Investor and its counsel shall have a reasonable period, not to exceed five
(5) trading days, to review the proposed Registration Statement or any amendment
thereto,  prior  to  filing with the SEC, and the Company shall provide the Lead
Investor  with  copies of any comment letters received from the SEC with respect
thereto  within  two  (2)  trading  days  of  receipt  thereof.  Subject  to the
conditions  set  forth in Section 16 below, the Company shall qualify any of the
securities  for  sale  in such states as the Lead Investor reasonably designates
and  shall  furnish  indemnification in the manner provided in Section 6 hereof.
However,  the  Company  shall not be required to qualify in any state which will
require  an  escrow  or  other  restriction  relating  to the Company and/or the
sellers,  or  which  will  require the Company to qualify to do business in such
state  or  require the Company to file therein any general consent to service of
process.  The  Company  at its expense will supply the Lead Investor with a copy
of the applicable Registration Statement and the prospectus included therein for
use  by  the  Investors in such quantities as may be reasonably requested by the
Investors.

               (d)  The  Company  shall  not  be  required  by this Section 3 to
include  an  Investor's  Securities in any Registration Statement which is to be
filed  if,  in the opinion of counsel for both the Investor and the Company (or,
should  they  not  agree,  in  the  opinion  of  another  counsel experienced in
securities  law  matters acceptable to counsel for the Investor and the Company)
the  proposed  offering  or  other  transfer  as  to  which such registration is
requested  is exempt from applicable federal and state securities laws and would
result  in  all  purchasers  or  transferees  obtaining securities which are not
"restricted securities", as defined in Rule 144 under the Securities Act.


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<PAGE>
               (e)  In  the  event  that  the conditions set forth in Section 16
below  have  continued to be satisfied and (i) the Company fails to cooperate or
provide  the  information to Lead Counsel pursuant to Section 3(a) above or (ii)
the  Company  fails  to provide to the Lead Counsel the information to keep such
Registration  Statement  effective  as  required  in  Section 3(b) above (each a
"Registration Default") then the Company will pay Investor (pro rated on a daily
basis)  in  cash  or,  at  the  option  of the Investor, in Common Shares on the
trading day prior to the date of payment, as liquidated damages for such failure
and  not  as  a penalty two percent (2%) of the aggregate market value of Common
Shares  purchased  from  the  Company  and  held  by the Investor for each month
thereafter  until  such  Registration  Statement  has  been  filed  and declared
effective.  Such  payment  of  the  liquidated  damages  shall  be  made  to the
Investors  in  cash, within five (5) calendar days of demand, provided, however,
that  the  payment of such liquidated damages shall not relieve the Company from
its  obligations  to  register  the  Securities  pursuant  to  this  Section.
Notwithstanding anything to the contrary contained herein, a failure to maintain
the  effectiveness  of  a  filed  Registration  Statement  or  the ability of an
Investor  to use an otherwise effective Registration Statement to effect resales
of  Securities  during  the  period  after  forty-five  (45) days and within one
hundred  five  (105)  days  from  the end of the Company's fiscal year resulting
solely  from  the need to update the Company's financial statements contained or
incorporated  by reference in such Registration Statement shall not constitute a
Registration  Default  and  shall  not trigger the accrual of liquidated damages
hereunder.

               If the Company does not remit the payment to the Investors as set
forth  above, the Company will pay the Investors reasonable costs of collection,
including  attorneys'  fees,  in  addition  to  the  liquidated  damages.  The
registration  of  the  Securities pursuant to this provision shall not affect or
limit  the  Investors'  other rights or remedies as set forth in this Agreement.

               (f)  No  provision  contained  herein  shall preclude the Company
from  selling  securities  pursuant to any Registration Statement in which it is
required  to  include  Securities  pursuant  to  this  Section  3.

               (g)  If at any time or from time to time after the effective date
of any Registration Statement, the Company notifies the Lead Investor in writing
of  the  existence  of  a  Potential  Material Event (as defined in Section 3(h)
below),  the  Investors  shall not offer or sell any Securities or engage in any
other  transaction  involving  or  relating  to Securities, from the time of the
giving  of  notice  with  respect  to  a Potential Material Event until the Lead
Investor  receives  written notice from the Company that such Potential Material
Event  either  has  been  disclosed  to  the  public  or no longer constitutes a
Potential Material Event; provided, however, that the Company may not so suspend
the  right  to  such holders of Securities for more than twenty (20) days in the
aggregate  during  any  twelve  month period, during the period the Registration
Statement  is  required  to  be  in effect, and if such period is exceeded, such
event  shall  be a Registration Default and subject to liquidated damages as set
forth  in  Section 3(e) hereof.  If a Potential Material Event shall occur prior
to the date a Registration Statement is required to be filed, then the Company's
obligation  to file such Registration Statement shall be delayed without penalty
for  not  more  than  twenty  (20)  days,  and  such  delay  or delays shall not
constitute  a Registration Default.  Such twenty (20) day period shall not be in
                                                                       ---
addition  to  the  twenty  (20)  day  period  allowed  during  the  period  the
Registration  Statement  is  required  to  be  in  effect.  The


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<PAGE>
Company  must,  if lawful, give the Lead Investor notice in writing at least two
(2)  trading  days  prior  to  the  first  day  of  the  blackout  period.

               (h)  "Potential  Material  Event" means any of the following: (a)
the possession by the Company of material information not ripe for disclosure in
a  registration  statement,  as  determined in good faith by the Chief Executive
Officer  or  the  Board  of  Directors  of  the  Company that disclosure of such
information in a Registration Statement would be detrimental to the business and
affairs  of  the  Company;  or  (b)  any  material engagement or activity by the
Company  which  would,  in  the  good faith determination of the Chief Executive
Officer  or  the  Board  of  Directors  of the Company, be adversely affected by
disclosure  in  a registration statement at such time, which determination shall
be  accompanied  by a good faith determination by the Chief Executive Officer or
the Board of Directors of the Company that the applicable Registration Statement
would  be  materially  misleading  absent  the  inclusion  of  such information.

          Section 4.     Cooperation with Company.  The Investors will cooperate
                         ------------------------
with  the  Company  in all respects in connection with this Agreement, including
timely  supplying  all  information  reasonably  requested by the Company (which
shall  include  all  information  regarding the Investors and proposed manner of
sale  of the Registrable Securities required to be disclosed in any Registration
Statement)  and  executing  and  returning all documents reasonably requested in
connection  with  the  registration  and  sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if  the  offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.  Nothing
in  this  Agreement  shall  obligate  any  Investor to consent to be named as an
underwriter  in any Registration Statement.  Subject to the conditions set forth
in  Section  16 below, the obligation of the Company to register the Registrable
Securities  shall be absolute and unconditional as to those Securities which the
SEC  will  permit to be registered without naming the Investors as underwriters.
Any  delay or delays caused by the Investors by failure to cooperate as required
hereunder  shall  not  constitute  a  Registration  Default.

          Section  5.     Registration  Procedures.  If and whenever the Company
                          ------------------------
is  required  by  any  of  the  provisions  of  this  Agreement  to  effect  the
registration  of  any  of  the Registrable Securities under the Act, the Company
shall  (except  as  otherwise  provided  in this Agreement), as expeditiously as
possible,  subject  to  the  Investors' assistance and cooperation as reasonably
required  with  respect  to  each  Registration  Statement:

               (a)  (i)  prepare  and  file  with  the  SEC  such amendments and
supplements  to the Registration Statement and the prospectus used in connection
therewith  as may be necessary to keep such Registration Statement effective and
to  comply with the provisions of the Securities Act with respect to the sale or
other  disposition  of  all  securities  covered  by such Registration Statement
whenever  the  Investors  shall  desire to sell or otherwise dispose of the same
(including  prospectus  supplements with respect to the sales of securities from
time  to  time  in connection with a registration statement pursuant to Rule 415
promulgated under the Act) and (ii) take all lawful action such that each of (A)
the  Registration  Statement and any amendment thereto does not, when it becomes
effective,  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


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<PAGE>
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading  and  (B)  the prospectus forming part of the Registration Statement,
and  any  amendment  or  supplement  thereto,  does  not  at any time during the
Registration  Period  include  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  light of the circumstances under which they were made,
not  misleading;

               (b)  (i)  prior  to  the  filing with the SEC of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to  the  Investors as required by Section 3(c) and reflect in such documents all
such  comments  as  the  Investors  (and  their  counsel) reasonably may propose
respecting  the  Selling  Shareholders  and  Plan  of  Distribution sections (or
equivalents)  and  (ii)  furnish  to  each  Investor such numbers of copies of a
prospectus  including a preliminary prospectus or any amendment or supplement to
any  prospectus,  as  applicable,  in  conformity  with  the requirements of the
Securities Act, and such other documents as such Investor may reasonably request
in  order  to  facilitate the public sale or other disposition of the securities
owned  by  such  Investor;

               (c)  register  and  qualify the Registrable Securities covered by
the  Registration Statement under such other securities or Blue Sky laws of such
jurisdictions  as  the  Investors  shall  reasonably  request  (subject  to  the
limitations  set forth in Section 3(d) above), and do any and all other acts and
things which may be necessary or advisable to enable each Investor to consummate
the  public  sale  or  other  disposition in such jurisdiction of the securities
owned  by  such  Investor;

               (d)  list such Registrable Securities on the National Association
of  Securities  Dealers  over the counter bulletin board or such other principal
market  for  the  Common Shares (the "Principal Market"), if the listing of such
Registrable  Securities  is  then  permitted  under  the rules of such Principal
Market;

               (e)  notify  each Investor at any time when a prospectus relating
thereto  covered by the Registration Statement is required to be delivered under
the  Act, of the happening of any event of which it has knowledge as a result of
which  the prospectus included in the Registration Statement, as then in effect,
includes  an  untrue  statement  of a material fact or omits to state a material
fact  required  to be stated therein or necessary to make the statements therein
not misleading in the light of  the circumstances then existing, and the Company
shall  prepare  and  file  a curative amendment under Section 5(a) as quickly as
commercially  possible;

               (f)  as  promptly  as  practicable  after  becoming aware of such
event,  notify each Investor who holds Registrable Securities being sold (or, in
the  event  of  an  underwritten  offering,  the  managing  underwriters) of the
issuance  by  the SEC of any stop order or other suspension of the effectiveness
of  the Registration Statement at the earliest possible time and take all lawful
action  to  effect  the  withdrawal, rescission or removal of such stop order or
other  suspension;

               (g)  cooperate  with  the  Investors  to  facilitate  the  timely
preparation  and  delivery  of certificates for the Registrable Securities to be
offered  pursuant  to  the  Registration


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<PAGE>
Statement  and  enable such certificates for the Registrable Securities to be in
such  denominations  or amounts, as the case may be, as the Investors reasonably
may  request  and  registered  in  such names as the Investors may request; and,
within  three  (3)  trading  days  after a Registration Statement which includes
Registrable Securities is declared effective by the SEC, deliver and cause legal
counsel  selected  by  the  Company  to  deliver  to  the transfer agent for the
Registrable  Securities  (with  a  copy  to  the  Lead  Investor) an appropriate
instruction and, to the extent necessary, an opinion of such counsel;

               (h)  take  all  such other lawful actions reasonably necessary to
expedite  and  facilitate  the disposition by the Investors of their Registrable
Securities  in  accordance  with  the  intended methods therefor provided in the
prospectus  which  are customary for issuers to perform under the circumstances;

               (i)  in  the  event of an underwritten offering, promptly include
or  incorporate  in  a  prospectus supplement or post-effective amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such prospectus supplement or post-effective amendment
as  soon  as  practicable  after it is notified of the matters to be included or
incorporated  in  such  Prospectus  supplement  or post-effective amendment; and

               (j)  maintain  a  transfer  agent  and  registrar  for its Common
Shares.

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

               (a)  To  the  maximum extent permitted by law, the Company agrees
to  indemnify  and  hold  harmless  the  Investors  and each person, if any, who
controls  an  Investor  within  the  meaning  of  the  Securities  Act  (each  a
"Distributing  Investor")  against  any  losses, claims, damages or liabilities,
joint  or several (which shall, for all purposes of this Agreement, include, but
not  be  limited  to,  all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses), to which the Distributing Investor may
become  subject,  under the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final prospectus or
amendment  or supplement thereto, or arise out of or are based upon the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or  is based upon an untrue statement or alleged untrue statement or omission or
alleged  omission  made in such Registration  Statement, preliminary prospectus,
final  prospectus  or  amendment  or supplement thereto in reliance upon, and in
conformity  with,  written  information  furnished  to  the  Company  by  the
Distributing  Investor, its counsel, affiliates or any underwriter, specifically
for  use  in  the  preparation  thereof.  This  indemnity  agreement  will be in
addition to any liability which the Company may otherwise have.

               (b)     To the maximum extent permitted by law, each Distributing
Investor  agrees  that it will indemnify and hold harmless the Company, and each
officer  and


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<PAGE>
director  of  the Company or person, if any, who controls the Company within the
meaning  of  the  Securities  Act,  against  any  losses,  claims,  damages  or
liabilities  (which  shall, for all purposes of this Agreement, include, but not
be  limited  to,  all  reasonable  costs  of  defense  and investigation and all
reasonable  attorneys'  fees  and  expenses)  to  which  the Company or any such
officer,  director or controlling person may become subject under the Securities
Act  or  otherwise,  insofar  as such losses, claims, damages or liabilities (or
actions  in respect thereof) arise out of or are based upon any untrue statement
or  alleged  untrue statement of any material fact contained in any Registration
Statement,  or  any related final prospectus or amendment or supplement thereto,
or  arise out of or are based upon the omission or the alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto  in reliance upon, and in conformity with, written information furnished
to  the  Company  by  such Distributing Investor, its counsel, affiliates or any
underwriter,  specifically  for  use  in the preparation thereof. This indemnity
agreement  will  be in addition to any liability which the Distributing Investor
may  otherwise  have.  Notwithstanding  anything  to  the  contrary  herein, the
Distributing  Investor  shall  be  liable  under this Section 6(b) for only that
amount  as  does  not exceed the net proceeds to such Distributing Investor as a
result  of  the  sale  of  Registrable  Securities  pursuant to the Registration
Statement.

               (c)  Promptly  after  receipt  by an indemnified party under this
Section  6  of notice of the commencement of any action against such indemnified
party,  such indemnified party will, if a claim in respect thereof is to be made
against  the  indemnifying  party  under this Section 6, notify the indemnifying
party  in writing of the commencement thereof; but the omission so to notify the
indemnifying  party  will  not relieve the indemnifying party from any liability
which  it may have to any indemnified party except to the extent  the failure of
the  indemnified  party to provide such written notification actually prejudices
the  ability  of the indemnifying party to defend such action.  In case any such
action  is  brought  against  any  indemnified  party,  and  it  notifies  the
indemnifying  party  of the commencement thereof, the indemnifying party will be
entitled  to  participate  in, and, to the extent that it may wish, jointly with
any  other  indemnifying  party  similarly notified, assume the defense thereof,
subject  to  the provisions herein stated and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party  will not be liable to such indemnified party
under  this  Section  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection  with  the  defense  thereof other than
reasonable  costs  of  investigation,  unless  the  indemnifying party shall not
pursue  the  action to its final conclusion.  The indemnified parties as a group
shall  have  the  right to employ one separate counsel in any such action and to
participate  in  the  defense thereof, but the fees and expenses of such counsel
shall  not be at the expense of the indemnifying party if the indemnifying party
has  assumed  the  defense of the action with counsel reasonably satisfactory to
the  indemnified  party  unless  (i)  the  employment  of  such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties  to  any  such action (including any impleaded parties) include both the
indemnified  party  and  the  indemnifying party and the indemnified party shall
have  been  advised  by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified  party  (in  which  case  the  indemnifying  party  shall  not


                                        8
<PAGE>
have  the  right  to  assume  the  defense  of  such  action  on  behalf of such
indemnified  party,  it  being  understood, however, that the indemnifying party
shall,  in  connection  with  any  one such action or separate but substantially
similar  or  related  actions  in  the same jurisdiction arising out of the same
general allegations or circumstances, be liable only for the reasonable fees and
expenses of one separate firm of attorneys for the indemnified party, which firm
shall  be designated in writing by the indemnified party).  No settlement of any
action  against  an  indemnified  party  shall be made without the prior written
consent  of  the  indemnified  party,  which  consent  shall not be unreasonably
withheld  so  long  as such settlement includes a full release of claims against
the  indemnified  party.

          All  fees  and expenses of the indemnified party (including reasonable
costs  of  defense  and  investigation  in  a  manner not inconsistent with this
Section  and  all  reasonable attorneys' fees and expenses) shall be paid to the
indemnified  party,  as incurred, within ten (10) trading days of written notice
thereof  to  the  indemnifying  party  (regardless  of  whether it is ultimately
determined  that  an  indemnified  party  is  not  entitled  to  indemnification
hereunder;  provided,  that  the indemnifying party may require such indemnified
party  to  undertake to reimburse all such fees and expenses to the extent it is
finally  judicially  determined  that  such indemnified party is not entitled to
indemnification  hereunder).

          Section  7.     Contribution.  In  order  to  provide  for  just  and
                          ------------
equitable  contribution  under  the  Securities Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but  is  judicially  determined (by the entry of a final judgment or decree by a
court  of  competent  jurisdiction  and  the expiration of time to appeal or the
denial  of  the  last  right  of  appeal)  that  such indemnification may not be
enforced  in  such  case notwithstanding the fact that the express provisions of
Section  6 hereof provide for indemnification in such case, or (ii) contribution
under  the  Securities Act may be required on the part of any indemnified party,
then  the  Company  and the applicable Distributing Investor shall contribute to
the  aggregate  losses,  claims,  damages  or  liabilities  to which they may be
subject  (which  shall,  for all purposes of this Agreement, include, but not be
limited to, all reasonable costs of defense and investigation and all reasonable
attorneys'  fees  and  expenses),  in  either such case (after contribution from
others)  on  the basis of relative fault as well as any other relevant equitable
considerations.  The  relative  fault shall be determined by reference to, among
other  things, whether the untrue or alleged untrue statement of a material fact
or  the  omission  or  alleged  omission  to  state  a  material fact relates to
information  supplied  by  the  Company  on  the  one  hand  or  the  applicable
Distributing  Investor  on  the  other  hand,  and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
statement or omission.   The Company and the Distributing Investor agree that it
would  not be just and equitable if contribution pursuant to this Section 7 were
determined  by  pro  rata  allocation or by any other method of allocation which
does  not  take  account  of  the  equitable  considerations referred to in this
Section  7.  The  amount  paid or payable by an indemnified party as a result of
the  losses,  claims,  damages  or  liabilities  (or actions in respect thereof)
referred  to  above  in  this  Section 7 shall be deemed to include any legal or
other  expenses reasonably incurred by such indemnified party in connection with
investigating  or  defending  any  such  action  or  claim.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act)  shall  be entitled to contribution from any person who was not
guilty  of  such  fraudulent  misrepresentation.


                                        9
<PAGE>
Notwithstanding any other provision of this Section 7, in no event shall any (i)
Investor  be  required to undertake liability to any person under this Section 7
for  any amounts in excess of the dollar amount of the proceeds received by such
Investor  from  the  sale  of  such  Investor's  Registrable  Securities  (after
deducting  any  fees,  discounts  and  SECs  applicable thereto) pursuant to any
Registration  Statement  under  which such Registrable Securities are registered
under  the Securities Act or (ii) underwriter be required to undertake liability
to any person hereunder for any amounts in excess of the aggregate discount, SEC
or  other  compensation  payable  to  such  underwriter  with  respect  to  the
Registrable  Securities  underwritten  by  it  and  distributed pursuant to such
Registration  Statement.

          Section  8.     Notices.  All  notices,  demands,  requests, consents,
                          -------
approvals,  and other communications required or permitted hereunder shall be in
writing  and,  unless  otherwise  specified herein, shall be (i) hand delivered,
(ii)  deposited  in the mail, registered or certified, return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid,  or  (iv)  transmitted  by  facsimile,  addressed  as  set forth in the
Purchase  Agreement  or to such other address as such party shall have specified
most  recently by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,  with  accurate  confirmation  generated  by  the
transmitting  facsimile  machine,  at  the  address  or number designated in the
Purchase  Agreement (if delivered on a business day during normal business hours
where  such  notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where  such notice is to be received) or (b) on the first business day following
the  date  of  sending by reputable courier service, fully prepaid, addressed to
such  address,  or  (c)  upon actual receipt of such mailing, if mailed.  Either
party  hereto  may  from time to time change its address or facsimile number for
notices  under  this  Section  8 by giving at least ten (10) days' prior written
notice  of  such  changed address or facsimile number to the other party hereto.

          Section  9.     Assignment.  This Agreement is binding upon and inures
                          ----------
to  the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. The rights granted the Investors under this Agreement may not
be  assigned.

          Section  10.    Additional  Covenants  of  the  Company.  The  Company
                          ---------------------------------------
agrees  that  at such time as it otherwise meets the requirements for the use of
Securities Act Registration Statement on Form S-3 for the purpose of registering
the  Registrable  Securities, it shall file all reports and information required
to be filed by it with the SEC in a timely manner and take all such other action
so as to maintain such eligibility for the use of such form.

          Section 11.    Counterparts/Facsimile.  This Agreement may be executed
                         ----------------------
in two or more counterparts, each of which shall constitute an original, but all
of  which,  when  together shall constitute but one and the same instrument, and
shall  become  effective  when one or more counterparts have been signed by each
party  hereto  and  delivered  to the other parties.  In lieu of the original, a
facsimile  transmission  or  copy  of  the  original  shall  be as effective and
enforceable  as  the  original.


                                       10
<PAGE>
          Section  12.    Remedies.  The remedies provided in this Agreement are
                          --------
cumulative  and  not  exclusive  of  any remedies provided by law.  If any term,
provision,  covenant  or  restriction  of  this  Agreement is held by a court of
competent  jurisdiction  to  be  invalid,  illegal,  void  or unenforceable, the
remainder  of the terms, provisions, covenants and restrictions set forth herein
shall  remain in full force and effect and shall in no way be affected, impaired
or  invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as  that  contemplated  by  such  term,  provision,  covenant  or  restriction.

          Section  13.    Conflicting  Agreements.  The  Company shall not enter
                          -----------------------
into  any agreement with respect to its securities that is inconsistent with the
rights  granted  to  the  holders of Registrable Securities in this Agreement or
otherwise  prevents  the  Company  from  complying  with  all of its obligations
hereunder.

          Section  14.    Headings.  The  headings  in  this  Agreement  are for
                          --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

          Section 15.    Governing Law.  This Agreement shall be governed by and
                         -------------
construed  in  accordance with the laws of the State of California applicable to
contracts  made  in  California  by  persons domiciled in California and without
regard  to  its  principles  of  conflicts  of  laws.

          Section  16.    Condition  to  Company's Obligations.  Notwithstanding
                          ------------------------------------
anything  to  the contrary set forth herein, the Company's obligations contained
in  this Agreement are conditioned upon the following being true at all relevant
times  under  this  Agreement: the Lead Counsel, or a substitute approved by the
Company  and  Lead  Investor, shall consistent with its duty as legal counsel to
the Company, assist the Company with timely preparing, filing and delivering all
Registration  Statements,  supplements  and  amendments  thereto.


                                       11
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on this __ day of November, 2003.

                                      RAPIDTRON, INC.


                                      By: /s/ John Creel
                                          --------------------------------------
                                          John Creel, President


                                      INVESTORS:


                                      By: CERES FINANCIAL LIMITED
                                          --------------------------------------


                                      By: /s/ J. Duffy
                                          --------------------------------------


                                      By: /s/ [illegible]
                                          --------------------------------------


                                      By: Managing Director
                                          --------------------------------------
                                          A. Mari Usque Ag Mare Ltd.


                                       12
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