REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 21,
2005, is made between Ceres Financial Limited (the "Investor"), 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 Convertible Note and
Warrant  Purchase  Agreement dated the date hereof (the "Purchase Agreement"), a
Convertible  Note  and  Warrants  of  the  Company.  The  Convertible  Note  is
convertible  into  shares  of  common stock of the Company ("Common Shares") and
each  Warrant  is  exercisable  to  purchase one 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 Investor the registration
rights  set  forth  herein  with  respect  to  the Common Shares acquirable upon
conversion  or  exercise of the Convertible Note and 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
(as  defined  below)  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.  The 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.  The  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.


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               With  a  view to making available to the Investor the benefits of
Rule 144 under the Securities Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor 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  Investor  and  its 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  thirty  (30)  days  after  receiving  written notice from the
Investor,  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 Investor, so as to permit a public offering and
resale  of the Securities (the number of which shall be calculated based on 120%
of the number acquirable upon exercise or conversion of the Convertible Note and
Warrants  assuming full exercise and conversion) under the Securities Act by the
Investor  as  a  selling  stockholder  and  not  as  an  underwriter.

               The Company shall provide the 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  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


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covered by such Registration Statement are or may become issued and outstanding,
(ii)  the  date  that  all  of  the  Securities  have been sold pursuant to such
Registration  Statement,  (iii)  the  date  the  Investor receives an opinion of
counsel  to  the  Company,  which  counsel shall be reasonably acceptable to the
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 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 Investor 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 its
counsel.  The  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  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 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 Investor with a copy of the
applicable Registration Statement and the prospectus included therein for use by
the  Investor in such quantities as may be reasonably requested by the Investor.

               (d)     The  Company  shall  not be required by this Section 3 to
include  the  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  the  Company  fails 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 Investor
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 the 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 Investor as set
forth  above,  the Company will pay the Investor 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 Investor's 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 Investor in writing
of  the  existence  of  a  Potential  Material Event (as defined in Section 3(h)
below),  the  Investor  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 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 Company must, if lawful, give the Investor
notice  in  writing  at least two (2) trading days prior to the first day of the
blackout period.


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<PAGE>
               (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 Investor 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 Investor 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 its 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  the  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 Investor as an underwriter.
Any  delay  or delays caused by the Investor 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  Investor's 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  Investor  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  Investor  as required by Section 3(c) and reflect in such documents all
such  comments  as  the  Investor  (and  its  counsel)  reasonably  may  propose
respecting  the  Selling  Shareholder  and  Plan  of  Distribution  sections (or
equivalents)  and  (ii)  furnish  to  the  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  the  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  Investor  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 the Investor to consummate
the  public  sale  or  other  disposition in such jurisdiction of the securities
owned  by  the  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  the  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  Investor  to  facilitate the timely
preparation  and  delivery  of certificates for the Registrable Securities to be


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offered  pursuant to the Registration Statement and enable such certificates for
the  Registrable  Securities to be in such denominations or amounts, as the case
may  be,  as the Investor reasonably may request and registered in such names as
the  Investor  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
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 Investor of its 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 Investor and each person, if any, who
controls  the  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


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officer  and 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 have the right


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<PAGE>
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 (i) the
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 the
Investor from the sale of the 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) shall any 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 Investor 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 Investor providing the Company with
information  required  to  complete  the  Selling  Shareholder  section  of  the
Registration  Statement.


                                       11
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Registration
Rights  Agreement  to  be  duly  executed  as of the date set forth in the first
paragraph.

                                       RAPIDTRON, INC.


                                       By:
                                           ------------------------------------




                                       CERES  FINANCIAL  LIMITED


                                       By:
                                           ------------------------------------


                                       12