CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

The successful business operation and reputation of Rapidtron are valuable
assets that are vital to our success.  We build our success and reputation upon
the principles of fair dealing and ethical conduct of our officers, employees
and directors.  Our reputation for integrity and excellence requires careful
observance of the spirit and letter of all applicable laws and regulations, as
well as a scrupulous regard for the highest standards of conduct and personal
integrity.

Each officer, employee, and director, owes a duty to our company, its customers,
and shareholders to act in a way that will merit the continued trust and
confidence of the public.  The purposes of this Code of Business Conduct and
Ethics (this "Code") are to: (i) focus directors and employees on areas of
ethical risk; (ii) provide guidance to help them recognize and deal with ethical
issues; (iii) provide mechanisms for them to report unethical conduct; and (iv)
foster among them a culture of honesty and accountability.  No code of conduct
can replace the thoughtful behavior of an ethical officer, employee or director.
Accordingly, dishonest or unethical conduct or conduct that is illegal will
constitute a violation of this Code, regardless of whether the Code specifically
addresses such conduct.

Rapidtron and each of its officers, employees and directors will comply with all
applicable laws and regulations, and we expect our officers, employees and
directors to conduct business in accordance with the letter, spirit, and intent
of all relevant laws.  This Code applies to all of the Corporation's officers,
employees and directors.

Implementation and Oversight of This Code

Our Board of Directors ("Board") is ultimately responsible for the
implementation of this Code.  The Board has designated the Chief Executive
Officer (CEO) to administer this Code.  The CEO shall until further notice act
as the compliance officer (the "Compliance Officer") to assist in administration
of the Code with respect to employees.

Questions regarding the application or interpretation of this Code are
inevitable.  You should feel free to direct questions to the Compliance Officer.

Statements in this Code to the effect that certain actions may be taken only
with the "company's approval" mean that the Compliance Officer or, as
appropriate, the Board must give prior written approval before the proposed
action may be undertaken.

We require all directors and employees to comply with this Code.  Upon your
receipt of this Code, and also from time to time as we deem to be necessary, we
will require you to sign an acknowledgement confirming that you have read and
understood the Code and agree to comply with its provisions.

Compliance with Law and Regulations

You must comply with a variety of laws applicable to the company and its
operations, and some carry criminal penalties.  These laws include, but are not
limited to, international, federal and state laws relating to the company's
business (including occupational safety laws and state laws relating to duties
owed by corporate officers and directors) and status as a publicly-held
corporation.

Examples of criminal violations of the law include: making false or misleading
disclosures in documents filed with the Securities and Exchange Commission (the
"SEC"); trading in securities while in possession of inside information;
stealing, embezzling or misapplying the company's funds; using threats, physical
force or other unauthorized means to collect money; or making a payment for an
expressed purpose on the company's behalf to an individual who intends to use it
for a different purpose.  The company must and will report all suspected
criminal violations to the appropriate authorities for possible prosecution, and
will



investigate, address and report, as appropriate, non-criminal violations.

Avoidance of Actual, Potential or Apparent Conflicts of Interest

You are required to conduct your outside associations and personal businesses,
financial and other relationships in a manner that will avoid any actual,
potential or apparent conflict of interest between yourself and the company.
The term "outside association" refers to any affiliation, association, interest
or employment that you have with an entity other than with the company.  It is
impractical to conceive of and set forth rules that cover all situations in
which a conflict of interest may arise.  The basic factor in all conflict of
interest situations is, however, the division of loyalty, or the perception of a
division of loyalty, between the company's best interest and your interests.

Employees are not permitted to engage in self-dealing.  All employees must
obtain the company's consent prior to entering into or continuing negotiations
with any existing or potential customer or vendor with whom the employee has an
outside association.  Furthermore, if you become aware of any such relationship,
you must promptly report it to your immediate supervisor or to the Compliance
Officer.

Full, Fair, Accurate and Timely Disclosures by the Company to the Public

If you participate, directly or indirectly, in the preparation of the financial
and other disclosures that the company makes to the public, including in its
filings with the SEC or by press releases, you must, in addition to acting
honestly, ethically and with integrity and comply with this Code and all
applicable laws, rules and regulations, ensure the full, fair, timely, accurate
and understandable disclosure required to be made in the filings with the SEC
and in other public communications made by the company, and
take all reasonable measures to protect the confidentiality of non-public
information about the company.

Insider Trading

It is illegal for any officer, employee, or director to trade in the securities
of any public company, including the company's securities while in the
possession of material inside (nonpublic) information.  It is also illegal for
any employee, officer, or director to give material inside information to
others, especially those who may trade on the basis of that information.
Information is "material" if a reasonable investor would consider it important
in making a decision to buy, sell or retain securities.  Both positive and
negative information may be material.  In general, information that is likely to
affect the market price of a security is also likely to be considered material.
If there is doubt, information should be assumed to be material.

Reporting Requirements and Enforcement

If you learn of or suspect illegal, unethical or other improper conduct,
including any violation of this Code, that has occurred or is likely to occur,
you must immediately report the violation to the Compliance Officer, another
member of the company's senior management, or the chairperson or other member of
the Board.  Directors and employees who report violations or suspected
violations in good faith will not be subject to retaliation of any kind.

Compliance with this policy of business ethics and conduct is the responsibility
of every employee. Disregarding or failing to comply with this standard of
business ethics and conduct could lead to disciplinary action, up to and
including possible termination of employment.