RAPIDTRON INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exhibit10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
8

                 DIRECTOR SERVICE AND INDEMNIFICATION AGREEMENT
                                    (Meineke)

This  Director  Service  and Indemnification Agreement (the "Agreement") is made
effective  as  of  February 27, 2004 (the "Effective Date") by and between STEVE
MEINEKE,  an  individual  ("Meineke"), and RAPIDTRON, INC., a Nevada corporation
(the  "Company"),  with  reference  to  the  following  recitals:

A.     Prior to the Effective Date, Meineke served as an officer and director of
the  Company.

B.     Pursuant to that certain Termination Agreement, dated as of the Effective
Date,  Meineke  has  agreed  to  continue to serve as a director of the Company,
subject  to  the  terms  and  conditions  of  this  Agreement.

NOW,  THEREFORE,  in  consideration  of  the  Termination  Agreement, the mutual
covenants  hereinafter  set  forth,  and  other good and valuable consideration,
Meineke  and  the  Company  hereby  agree  as  follows:

1.     Service.  Meineke  will continue to serve, at the will of the Company, as
       -------
director  of the Company for so long as Meineke is duly elected or until Meineke
tenders  his  or  her  resignation  effective no less than thirty (30) days from
notice  thereof;  provided  such  service  does  not  conflict  or  unreasonably
interfere with Meineke's duties as President of Raleigh America or the interests
of  Raleigh  America  or  Raleigh  Cycle  Ltd.  In  furtherance of such service,
Meineke  shall  attend  at least three (3) meetings per year and provide general
advice  to  the Company upon reasonable request, provided such meeting or advice
does  not  conflict or unreasonably interfere with Meineke's duties as President
of  Raleigh  America  or  the interests of Raleigh America or Raleigh Cycle Ltd.

2.     Indemnification.
       ---------------

     (a)     Third Party Actions.  The Company hereby indemnifies Meineke in the
             -------------------
event  that  Meineke  is  a  party,  or is threatened to be made a party, to any
proceeding (other than a proceeding by or in the right of the Company to procure
a  judgment  in the Company's favor) by reason of Meineke's status as a director
or  agent  of  the Company, against expenses, judgments, fines, settlements, and
other  amounts  actually  and  reasonably  incurred  in  connection  with  such
proceeding  if  Meineke  acted  in  good  faith  and  in  a  manner that Meineke
reasonably  believed to be in the Company's best interests and, in the case of a
criminal  proceeding,  Meineke  had  no  reasonable  cause  to believe Meineke's
conduct  was  unlawful.  The  termination  of any proceeding by judgment, order,
settlement,  conviction,  or  upon  a  plea of nolo contendere or its equivalent
shall  not,  of  itself,  create any presumption that (a) Meineke did not act in
good  faith  or  in  a  manner  which  Meineke  reasonably believed to be in the
Company's  best interests or (b) Meineke had no reasonable cause to believe that
Meineke's  conduct  was  unlawful.

     (b)     Actions  By the Company.  The Company hereby indemnifies Meineke in
             -----------------------
the  event  that Meineke was or is a party, or is threatened to be made a party,
to  any  threatened,  pending,  or  completed  action  by or in the right of the
Company  to  procure  a  judgment  in the Company's favor by reason of Meineke's
status  as  a  director  or  agent of the Company, against expenses actually and
reasonably  incurred  by Meineke in connection with the defense or settlement of
that  action, if Meineke acted in good faith and in a manner Meineke believed to
be  in  the  best  interests  of the Company and the Company's shareholders.  No
indemnification shall be made under this Section 2(b) with respect to any claim,
issue,  or matter on which Meineke has been adjudged to be liable to the Company
in  the  performance  of  Meineke's  duty  to  the Company and/ or the Company's
shareholders,  unless  and  only  to  the  extent  that  the court in which such
proceeding is or was pending shall determine on application that, in view of all
the  circumstances  of  the  case,  Meineke is fairly and reasonably entitled to
indemnity  for  expenses  and  then  only  to  the  extent  that the court shall
determine.



<PAGE>

     (c)     Successful Defense By Meineke.  To the extent that Meineke has been
             -----------------------------
successful  on  the  merits in defense of any proceeding referred to in Sections
2(a)  or 2(b), or in defense of any claim, issue, or matter therein, the Company
shall  indemnify  Meineke  against  expenses actually and reasonably incurred by
Meineke  in  connection  therewith.

     (d)     Required  Approval.  Except  for  the  indemnifications  expressly
             ------------------
authorized by Sections 2(a), 2(b) or 2(c), any indemnification of Meineke by the
Company  shall  be  made  only  if  authorized  in  the  specific  case, after a
determination  that indemnification of Meineke is proper in the circumstances by
one  of  the  following:

          (i)     A  majority  vote  of a quorum consisting of directors who are
not  parties  to  such  proceeding;

          (ii)    Independent  legal counsel in a written opinion if a quorum of
directors  who  are  not  parties  to  such  a  proceeding  is  not  available;

          (iii)   Either  (A)  the  affirmative  vote of a majority of shares in
the  Company  entitled  to  vote  represented  at a duly held meeting at which a
quorum  is  present;  or (B) the written consent of holders of a majority of the
outstanding  shares entitled to vote; provided however that for purposes of this
Section  2(d)(iii),  the  shares  owned  by  Meineke  shall  not  be  considered
outstanding  or  entitled  to  vote  thereon);  or

          (iv)    The  court  in  which  the  proceeding  is  or was pending, on
application  made  by  the  Company,  Meineke  or  any  attorney or other person
rendering  services  in  connection  with  the  defense,  whether  or  not  such
application  is  opposed  by  the  Company.

     (e)     Advances.  Expenses  incurred  in defending any proceeding shall be
             --------
advanced  by  the  Company  before the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of Meineke to repay such amounts if it
shall be determined ultimately that Meineke is not entitled to be indemnified as
authorized  in  this  Section  2.

     (f)     Other  Contractual  Rights.  The  indemnification  provided by this
             --------------------------
Section  2 shall be deemed cumulative, and not exclusive, of any other rights to
which  Meineke  may be entitled under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both  as to action in an official
capacity  and  as  to  action  in  another  capacity  while holding such office.
Nothing  in  this  section  shall  affect  any right to indemnification to which
Meineke  may  be  entitled  by  contract  or  otherwise.

     (g)     Limitations.  No  indemnification  or  advance  shall be made under
             -----------
this  Section  2,  except  as provided in Sections 2(d)(iii) or 2(d)(iv), in any
circumstance  if  it appears that it would be inconsistent with (i) an agreement
in  effect at the time of the accrual of the alleged cause of action asserted in
the proceeding in which expenses were incurred or other amounts were paid, which
prohibits  or  otherwise limits indemnification; or (ii) any condition expressly
imposed  by  a  court  in  approving  settlement.

     (h)     Insurance.  The  Company  shall  purchase and maintain insurance on
             ---------
behalf of Meineke insuring against any liability asserted against or incurred by
Meineke  in  that  capacity  or  arising  out of Meineke's status as such to the
fullest  extent  permitted  by  law, whether or not the Company has the power to
indemnify Meineke against that liability under the provisions of this Section 2.

     (i)     Survival.  The  rights provided by this Section 2 shall survive the
             --------
expiration  or  earlier  termination of this Agreement pursuant hereto and shall
inure  to  the  benefit  of  Meineke'  heirs,  executors,  and  administrators.



<PAGE>

     (j)     Amendment.  Any amendment, repeal, or modification of the Company's
             ---------
articles  or  bylaws  shall  not  adversely affect Meineke's right or protection
existing  at  the  time  of  such  amendment,  repeal,  or  modification.

     (k)     Settlements.  The  Company shall not be liable to indemnify Meineke
             -----------
under  this  Section  2  for (i) any amounts paid in settlement of any action or
claim effected without the Company's written consent, which consent shall not be
unreasonably  withheld, or (ii) any judicial award, if the Company was not given
a reasonable and timely opportunity to participate, at the Company's expense, in
the  defense  of  such  action.

     (l)     Subrogation.  In  the  event  of  payment under this Section 2, the
             -----------
Company  shall  be  subrogated  to  the  extent of such payment to all Meineke's
rights  of  recovery; and Meineke shall execute all papers required and shall do
everything  necessary  or  appropriate  to  secure  such  rights,  including the
execution  of  any documents necessary or appropriate to the Company effectively
bringing  suit  to  enforce  such  rights.

     (m)     No  Duplication of Payments.  The Company shall not be liable under
             ---------------------------
this  Section  2  to  make any payment in connection with any claim made against
Meineke  to  the extent Meineke has otherwise actually received payment, whether
under  a policy of insurance, agreement, vote, or otherwise, of any amount which
is  otherwise  subject  to  indemnification  under  this  Section  2.

     (n)     Proceedings  and  Expenses.  For  the  purposes  of this Section 2,
             --------------------------
"proceeding"  means  any threatened, pending, or completed action or proceeding,
whether  civil,  criminal,  administrative,  or  investigative;  and  "expenses"
includes,  without  limitation, attorney fees and any expenses of establishing a
right  to  indemnification  under  this  Section  2.

     (o)     Reliance as Safe Harbor.  For purposes of any determination of good
             -----------------------
faith,  Meineke  shall be deemed to have acted in good faith if Meineke's action
is  based on the records or books of account of the Company, including financial
statements, or on information supplied to Meineke by the officers of the Company
in the course of their duties, or on the advice of legal counsel for the Company
or  on  information  or  records  given  or  reports  made  to the Company by an
independent  certified  public  accountant  or  by  an appraiser or other expert
selected  with  the  reasonable  care  by  the  Company.  The provisions of this
Section  2(o)  shall  not  be  deemed to be exclusive or to limit in any way the
other  circumstances  in  which  the  Meineke  may  be  deemed  to  have met the
applicable  standard  of  conduct  set  forth  in  this  Agreement.

3.     Expenses.  The  Company  shall  reimburse  Meineke  for  the  reasonable
       --------
expenses incurred in connection with Meineke's service to the Company, including
reasonable  travel,  lodging  and  meal  expenses  incurred  in  connection with
attending  any  meeting  of  the  board  of  directors.

4.     Miscellaneous.  This Agreement shall be construed under and in accordance
       -------------
with,  and  governed  in  all  respects  by, the laws of the State of California
(without  giving  effect to principles of conflicts of law).  The failure of any
party  to  insist  on  strict  compliance  with  any of the terms, covenants, or
conditions  of this Agreement by any other party shall not be deemed a waiver of
that  term, covenant or condition, nor shall any waiver or relinquishment of any
right  or power at any one time or times be deemed a waiver or relinquishment of
that  right  or power for all or any other times.  This Agreement, together with
the  Termination  Agreement,  constitutes  the  entire  agreement of the parties
hereto  with  respect  to  Meineke's service as director of the Company from and
after  the  Effective  Date and supersedes any and all prior and contemporaneous
agreements,  whether oral or in writing, between the parties hereto with respect
to the subject matter hereof.   The parties agree that they will take any action
and  execute  and deliver any document which the other party reasonably requests
in  order  to  carry  out the purposes of this Agreement.  This Agreement may be
executed  in  one  or  more  counterparts,  each  of



<PAGE>
which  shall  be  deemed an original, but all of which together shall constitute
one  and the same instrument.  If any action at law or in equity is necessary to
enforce  or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover any and all reasonable attorneys' fees, expert witness fees,
costs  and necessary disbursements in addition to any other relief to which such
party  may  be  entitled.  This  Agreement  is made and entered into between the
parties  solely  for  the benefit of the parties, and not for the benefit of any
other  third  party  or  entity.  No  third  party  or entity shall be deemed or
considered a third party beneficiary of any covenant, promise or other provision
of  this  Agreement  or  have any right to enforce any such covenant, promise or
other  provision  against  either  or  both  parties.

IN  WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
effective  as  of  the  date  first  above  written.

"Rapidtron"

RAPIDTRON,  INC,
a  Nevada  corporation

By:  /s/  John  Creel
     -------------------------------------------------------
     John Creel, Chief Executive Officer and President



"Meineke"


     /s/  Steve  Meinke
------------------------------------------------------------
STEVE  MEINEKE,  an  individual



<PAGE>

</TEXT>
</DOCUMENT>
