September 8, 2005
AGREEMENT REGARDING REGISTRATION RIGHTS
---------------------------------------
This is to confirm the following agreement, effective September 8, 2005
between Rapidtron, Inc., a Nevada corporation ("RAPIDTRON"), and Ceres Financial
Limited, a BVI company (the "INVESTOR"), regarding that certain Registration
Rights Agreement between Rapidtron and the Investor dated June 21, 2005 as
amended July 29, 2005 (the "REGISTRATION RIGHTS AGREEMENT"):
That the Company desires to grant to the Investor the registration
rights set forth in the Registration Rights Agreement with respect to
the common shares of Rapidtron acquirable upon conversion or exercise,
respectively, of the convertible note and warrants purchased pursuant
to:
1. the Convertible Note and Warrant Purchase Agreement between
Rapidtron and the Investor dated June 21, 2005 (attached as
Exhibit A);
2. the Convertible Note and Warrant Purchase Agreement between
Rapidtron and the Investor dated July 29, 2005 (attached as
Exhibit B); and
3. the Convertible Note and Warrant Purchase Agreement between
Rapidtron and the Investor dated September 8, 2005 (the form
of which is attached as Exhibit C).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
RAPIDTRON, INC.
By
-----------------------------
Its
----------------------------
CERES FINANCIAL LIMITED
By
-----------------------------
Its
----------------------------
