SECURITY AGREEMENT

This SECURITY AGREEMENT, is made effective as of October 8, 2004 (the "EFFECTIVE
DATE"), by and between RAPIDTRON, INC., a Nevada corporation (the "DEBTOR"), and
LDM  Enterprises,  LLC,  a  California  limited  liability company (the "SECURED
PARTY"),  with  reference  to  the  following  recitals:

WHEREAS,  the  Debtor  and  Secured  Party  are  parties  to  that  certain Loan
Agreement,  dated  as  of the Effective Date (the "LOAN AGREEMENT"), pursuant to
which  Debtor  has delivered that certain Secured Promissory Note made by Debtor
payable  to  Secured  Party  in the amount of up to Three Hundred Fifty Thousand
Dollars  ($350,000)  (the  "NOTE");  and

WHEREAS, it is a condition precedent to the Secured Party's making any loans (or
otherwise  extending  credit)  to  the  Debtor under the Loan Agreement that the
Debtor  execute  and  deliver  to  the  Secured  Party  this  Agreement;  and

WHEREAS,  the Debtor wishes to grant a security interest in favor of the Secured
Party  as  herein  provided.

NOW,  THEREFORE, in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  agree  as  follows:

1.   Definitions.  All  capitalized  terms used herein without definitions shall
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have  the respective meanings provided therefor in the Loan Agreement.  The term
"STATE,"  as  used  herein, means the State of California.  All terms defined in
the  Uniform Commercial Code of the State and not otherwise defined herein shall
have  the same definitions herein as specified therein.  The term "OBLIGATIONS,"
as  used  herein,  means all of the indebtedness, obligations and liabilities of
the Debtor to the Secured Party, individually or collectively, whether direct or
indirect,  joint  or  several, absolute or contingent, due or to become due, now
existing  or  hereafter  arising  under or in respect of the Loan Agreement, the
Note  or  this Agreement, and the term "EVENT OF DEFAULT," as used herein, means
the  failure  of the Debtor to pay or perform any of the Obligations as and when
due  to  be paid or performed under the terms of the Loan Agreement or the Note.

2.   Grant of Security Interest.  The Debtor hereby grants to the Secured Party,
     --------------------------
to  secure  the  payment  and  performance  in full of all of the Obligations, a
security  interest  in  and  so pledges and assigns to the Secured Party all the
properties,  assets  and rights of the Debtor, tangible and intangible, wherever
located,  whether  now  owned or hereafter acquired or arising, and all proceeds
and  products  thereof  (all  of  the  same  being  hereinafter  called  the
"COLLATERAL"),  including,  without limitation, the following: all contract, all
personal  and  fixture  property  of  every  kind  and  nature including without
limitation  all  goods  (including  inventory,  equipment  and  any  accessions
thereto),  instruments  (including  promissory  notes),  contracts,  documents,
accounts  (including  health-care-insurance  or  life  insurance  receivables),
chattel  paper  (whether  tangible  or  electronic),  deposit  accounts,
letter-of-credit  rights  (whether or not the letter of credit is evidenced by a
writing),  commercial tort claims, securities and all other investment property,
supporting  obligations,  any  other contract rights or rights to the payment of
money, insurance claims and proceeds, and all general intangibles (including all
payment  intangibles).

3.   Authorization  to File Financing Statements.  The Debtor hereby irrevocably
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authorizes  the  Secured  Party at any time and from time to time to file in any
filing  office in any Uniform Commercial Code jurisdiction any initial financing
statements  and  amendments  thereto that (a) indicate the Collateral (i) as all
assets  of  the  Debtor  or  words  of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of  the  Uniform  Commercial  Code of the State, or (ii) as being of an equal or
lesser  scope  or  with  greater  detail,  and (b) provide any other information
required  by part 5 of Article 9 of the Uniform Commercial Code of the State, or
such  other jurisdiction, for the sufficiency or filing office acceptance of any
financing  statement  or  amendment,  including  (i)  whether  the  Debtor is an
organization,  the  type  of  organization and any organizational identification
number issued to the Debtor and, (ii) in the case of a financing statement filed
as  a  fixture  filing  or  indicating  Collateral as as-extracted collateral or
timber  to  be  cut,  a  sufficient  description  of  real property to which the
Collateral  relates.  The  Debtor  agrees to furnish any such information to the
Secured  Party  promptly  upon  the  Secured  Party's  request.  The Debtor also
ratifies  its  authorization  for the Secured Party to have filed in any Uniform
Commercial Code jurisdiction any like initial financing statements or amendments
thereto  if  filed  prior  to  the  date  hereof.


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4.   Other  Actions.  To further the attachment, perfection and priority of, and
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the  ability  of  the  Secured  Party  to  enforce, the Secured Party's security
interest  in  the  Collateral,  and  without  limitation  on  the Debtor's other
obligations  in  this Agreement, the Debtor agrees, in each case at the Debtor's
expense, to take the following actions with respect to the following Collateral:

     4.1  Promissory  Notes  and Tangible Chattel Paper.  If the Debtor shall at
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any  time  hold  or  acquire any promissory notes or tangible chattel paper, the
Debtor  shall  forthwith  endorse,  assign  and  deliver the same to the Secured
Party,  accompanied  by such instruments of transfer or assignment duly executed
in  blank  as  the  Secured  Party  may  from  time  to  time  specify.

     4.2  Deposit  Accounts.  For  each  deposit  account that the Debtor at any
          -----------------
time  opens  or  maintains, the Debtor shall, at the Secured Party's request and
option,  pursuant  to  an  agreement  in  form and substance satisfactory to the
Secured  Party,  either (a) cause the depositary bank to comply at any time with
instructions  from  the  Secured  Party  to  such  depositary bank directing the
disposition of funds from time to time credited to such deposit account, without
further  consent  of  the Debtor, or (b) arrange for the Secured Party to become
the  customer  of  the depositary bank with respect to the deposit account, with
the  Debtor  being  permitted,  only  with  the consent of the Secured Party, to
exercise  rights to withdraw funds from such deposit account.  The provisions of
this  paragraph shall not apply to (i) any deposit account for which the Debtor,
the  depositary  bank  and the Secured Party have entered into a cash collateral
agreement  specially  negotiated  among  the Debtor, the depositary bank and the
Secured Party for the specific purpose set forth therein, (ii) a deposit account
for  which the Secured Party is the depositary bank and is in automatic control,
and  (iii)  deposit accounts specially and exclusively used for payroll, payroll
taxes  and other employee wage and benefit payments to or for the benefit of the
Debtor's  salaried  employees.

     4.3  Investment  Property.  If the Debtor shall at any time hold or acquire
          --------------------
any  certificated  securities,  the  Debtor  shall forthwith endorse, assign and
deliver  the  same  to  the  Secured  Party,  accompanied by such instruments of
transfer or assignment duly executed in blank as the Secured Party may from time
to  time specify.  If any securities now or hereafter acquired by the Debtor are
uncertificated  and  are  issued  to  the  Debtor or its nominee directly by the
issuer  thereof,  the  Debtor shall immediately notify the Secured Party thereof
and, at the Secured Party's request and option, pursuant to an agreement in form
and  substance satisfactory to the Secured Party, either (a) cause the issuer to
agree  to comply with instructions from the Secured Party as to such securities,
without  further  consent  of the Debtor or such nominee, or (b) arrange for the
Secured  Party  to  become  the  registered  owner  of  the  securities.  If any
securities, whether certificated or uncertificated, or other investment property
now  or  hereafter  acquired by the Debtor are held by the Debtor or its nominee
through  a  securities  intermediary or commodity intermediary, the Debtor shall
immediately notify the Secured Party thereof and, at the Secured Party's request
and  option,  pursuant to an agreement in form and substance satisfactory to the
Secured Party, either (i) cause such securities intermediary or (as the case may
be)  commodity  intermediary to agree to comply with entitlement orders or other
instructions  from  the Secured Party to such securities intermediary as to such
securities  or  other  investment property, or (as the case may be) to apply any
value  distributed  on  account  of  any  commodity  contract as directed by the
Secured  Party  to  such  commodity  intermediary,  in each case without further
consent  of  the Debtor or such nominee, or (ii) in the case of financial assets
or other investment property held through a securities intermediary, arrange for
the  Secured  Party  to  become  the  entitlement  holder  with  respect to such
investment  property,  with the Debtor being permitted, only with the consent of
the  Secured  Party,  to exercise rights to withdraw or otherwise deal with such
investment  property.  The  provisions  of this paragraph shall not apply to any
financial assets credited to a securities account for which the Secured Party is
the  securities  intermediary.

     4.4  Collateral in the Possession of a Bailee.  If any Collateral is at any
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time in the possession of a bailee, the Debtor shall promptly notify the Secured
Party  thereof  and,  at  the Secured Party's request and option, shall promptly
obtain an acknowledgement from the bailee, in form and substance satisfactory to
the  Secured Party, that the bailee holds such Collateral for the benefit of the
Secured Party, and that such bailee agrees to comply, without further consent of
the  Debtor,  with  instructions  from  the Secured Party as to such Collateral.

     4.5  Electronic  Chattel  Paper and Transferable Records.  If the Debtor at
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any  time  holds  or acquires an interest in any electronic chattel paper or any
"transferable  record,"  as  that  term is defined in Section 201 of the federal
Electronic  Signatures  in Global and National Commerce Act, or in Section 16 of
the  Uniform  Electronic  Transactions  Act  as  in  effect  in  any  relevant
jurisdiction, the Debtor shall promptly notify the Secured Party thereof and, at
the  request  and  option  of  the  Secured Party, shall take such action as the
Secured  Party  may  reasonably  request


<PAGE>
to  vest  in  the  Secured  Party  control,  under  Section 9-105 of the Uniform
Commercial  Code,  of such electronic chattel paper or control under Section 201
of  the federal Electronic Signatures in Global and National Commerce Act or, as
the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in
effect  in  such  jurisdiction,  of  such  transferable  record.

     4.6  Letter-of-Credit  Rights.  If  the Debtor is at any time a beneficiary
          ------------------------
under  a  letter  of  credit, the Debtor shall promptly notify the Secured Party
thereof  and,  at the request and option of the Secured Party, the Debtor shall,
pursuant  to  an  agreement  in  form  and substance satisfactory to the Secured
Party,  either  (i)  arrange for the issuer and any confirmer or other nominated
person of such letter of credit to consent to an assignment to the Secured Party
of  the  proceeds of the letter of credit, or (ii) arrange for the Secured Party
to  become  the transferee beneficiary of the letter of credit, with the Secured
Party  agreeing,  in each case, that the proceeds of the letter to credit are to
be  applied  as  provided  in  the  Note.

     4.7  Commercial  Tort  Claims.  If  the  Debtor  shall  at any time hold or
          ------------------------
acquire a commercial tort claim, the Debtor shall immediately notify the Secured
Party  in a writing signed by the Debtor of the particulars thereof and grant to
the  Secured  Party  in  such  writing  a  security  interest therein and in the
proceeds  thereof, all upon the terms of this Agreement, with such writing to be
in  form  and  substance  satisfactory  to  the  Secured  Party.

     4.8  Other  Actions  as  to  Any  and  All  Collateral.  The Debtor further
          -------------------------------------------------
agrees,  at  the  request  and  option of the Secured Party, to take any and all
other  actions the Secured Party may determine to be necessary or useful for the
attachment,  perfection  and  first  priority of, and the ability of the Secured
Party  to  enforce,  the Secured Party's security interest in any and all of the
Collateral,  including, without limitation, (a) executing, delivering and, where
appropriate,  filing  financing statements and amendments relating thereto under
the  Uniform Commercial Code, to the extent, if any, that the Debtor's signature
thereon  is  required therefor, (b) causing the Secured Party's name to be noted
as  secured party on any certificate of title for a titled good if such notation
is  a  condition  to  attachment,  perfection  or priority of, or ability of the
Secured  Party  to  enforce,  the  Secured  Party's  security  interest  in such
Collateral,  (c)  complying  with  any  provision  of any statute, regulation or
treaty  of  the  United  States  as  to  any  Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of
the  Secured  Party  to  enforce,  the Secured Party's security interest in such
Collateral,  (d)  obtaining governmental and other third party waivers, consents
and  approvals  in  form and substance satisfactory to Secured Party, including,
without  limitation,  any  consent  of  any  licensor,  lessor  or  other person
obligated  on Collateral, (e) obtaining waivers from mortgagees and landlords in
form  and substance satisfactory to the Secured Party and (f) taking all actions
under  any  earlier  versions  of the Uniform Commercial Code or under any other
law,  as  reasonably  determined  by  the  Secured Party to be applicable in any
relevant  Uniform  Commercial  Code or other jurisdiction, including any foreign
jurisdiction.

5.   Insurance  Policies.  In  furtherance  of the continuing security interests
     -------------------
granted  herein,  the  Debtor  hereby  grants  to  Secured  Party  the right to:

          (a)  collect from Transamerica Life Companies ("TRANSAMERICA") the net
proceeds  of  any  of  the  Insurance  Policies;

          (b)  surrender any of the Insurance Policies and receive the surrender
value  thereof at any time provided by the terms of such Insurance Policy and at
such  other  times  as  Transamerica  may  allow;

          (c)  obtain  one  or  more  loans  or advances on any of the Insurance
Policies  at  any  time,  either from Transamerica or from other persons, and to
pledge  or  assign  any  of the Insurance Policies as security for such loans or
advances;

          (d)  collect  and  receive  all  distributions  or  shares of surplus,
dividend  deposits  or  additions  to  any  of  the  Insurance  Policies  now or
hereinafter  made  or  apportioned  thereto,  and  exercise  any and all options
contained  in  any of the Insurance Policies with respect hereto; provided that,
unless  and  until the Secured Party shall notify Transamerica in writing to the
contrary, the distributions or shares of surplus, divided deposits and additions
shall  continue  on  the  plan  in  force  as  of  the  date  hereof;


<PAGE>
          (e)  exercise  all  nonforfeiture rights permitted by the terms of any
of  the  Insurance  Policies or allowed by Transamerica and receive all benefits
and  advantages  derived  therefrom;

          (f)  amend  any  of  the  Insurance  Policies;  and

          (g)  exercise  any  and  all voting rights or privileges to the extent
created  or  endowed  by  and  of  the  Insurance  Policies.

6.   Relation  to  Other  Security  Documents.  The provisions of this Agreement
     ----------------------------------------
supplement  the  provisions  of any real estate mortgage or deed of trust now or
hereinafter  granted  by  the Debtor or any guarantor to the Secured Party which
secures the payment or performance of any of the Obligations.  Nothing contained
in any such real estate mortgage or deed of trust shall derogate from any of the
rights  or  remedies  of  the  Secured  Party  hereunder.

7.   Covenants  Concerning Debtor's Legal Status.  The Debtor covenants with the
     -------------------------------------------
Secured  Party  as follows: (a) without providing at least 30 days prior written
notice  to  the Secured Party, the Debtor will not change its name, its place of
business or, if more than one, chief executive office, or its mailing address or
organizational  identification  number if it has one, (b) if the Debtor does not
have  an  organizational identification number and later obtains one, the Debtor
shall  forthwith  notify the Secured Party of such organizational identification
number,  and  (c)  the  Debtor  will  not  change  its  type  of  organization,
jurisdiction  of  organization  or  other  legal  structure.

8.   Representations  and  Warranties  Concerning  Collateral,  etc.  The Debtor
     --------------------------------------------------------------
further  represents and warrants to the Secured Party as follows: (a) the Debtor
is the owner of or has other rights in or power to transfer the Collateral, free
from  any right or claim or any person or any adverse lien, security interest or
other encumbrance, except for the security interest created by this Agreement or
as otherwise disclosed to Secured Party, (b) none of the Collateral constitutes,
or is the proceeds of, "farm products" as defined in Section 9-102(a)(34) of the
Uniform  Commercial  Code of the State, (c) none of the account debtors or other
persons  obligated  on any of the Collateral is a governmental authority covered
by  the Federal Assignment of Claims Act or like federal, state or local statute
or  rule  in  respect  of  such  Collateral, and (d) the Debtor has at all times
operated  its  business  in  compliance  with  all  applicable provisions of the
federal Fair Labor Standards Act, as amended, and with all applicable provisions
of  federal,  state  and local statutes and ordinances dealing with the control,
shipment,  storage  or  disposal  of  hazardous  materials  or  substances.

9.   Covenants  Concerning  Collateral,  etc.  The Debtor further covenants with
     ---------------------------------------
the Secured Party as follows: (a) the Collateral, to the extent not delivered to
the  Secured Party pursuant to Section 4, will be kept at the Debtor's principal
place  of  business  and  the  Debtor  will  not remove the Collateral from such
locations,  without  providing  at least thirty days prior written notice to the
Secured  Party,  (b)  except  for the security interest herein granted and liens
permitted  by the Note, the Debtor shall be the owner of or have other rights in
the  Collateral free from any right or claim of any other person, lien, security
interest  or other encumbrance, and the Debtor shall defend the same against all
claims and demands of all persons at any time claiming the same or any interests
therein  adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage
or  create, or suffer to exist any right of any person in or claim by any person
to  the  Collateral,  or  any  security  interest,  lien  or  encumbrance in the
Collateral  in favor of any person, other than the Secured Party, (d) the Debtor
will  keep  the Collateral in good order and repair and will not use the same in
violation  of law or any policy of insurance thereon, (e) the Debtor will permit
the  Secured Party, or its designee, to inspect the Collateral at any reasonable
time,  wherever  located,  (f)  the Debtor will pay promptly when due all taxes,
assessments,  governmental charges and levies upon the Collateral or incurred in
connection  with  the  use  or  operation  of  such  Collateral  or  incurred in
connection  with  this  Agreement,  (g) the Debtor will continue to operate, its
business  in compliance with all applicable provisions of the federal Fair Labor
Standards  Act, as amended, and with all applicable provisions of federal, state
and local statutes and ordinances dealing with the control, shipment, storage or
disposal  of hazardous materials or substances, and (h) the Debtor will not sell
or  otherwise  dispose, or offer to sell or otherwise dispose, of the Collateral
or any interest therein, without the prior written consent of the Secured Party.

10.  Insurance.
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     10.1  Maintenance  of Insurance.  The Debtor will maintain with financially
           -------------------------
sound  and  reputable  insurers  insurance  with  respect  to its properties and
business  against  such  casualties  and contingencies as shall be in accordance
with  general  practices  of businesses engaged in similar activities in similar
geographic  areas.  Such  insurance  shall  be  in such minimum amounts that the
Debtor  will  not  be  deemed  a  co-insurer  under  applicable


<PAGE>
insurance laws, regulations and policies and otherwise shall be in such amounts,
contain  such  terms,  be  in  such  forms  and  be  for  such periods as may be
reasonably  satisfactory  to the Secured Party.  In addition, all such insurance
shall  be  payable  to  the  Secured Party as loss payee under a "standard" loss
payee  clause.  Without  limiting the foregoing, the Debtor will (i) keep all of
its  physical  property insured with casualty or physical hazard insurance on an
"all risks" basis, with broad form flood and earthquake coverages and electronic
data  processing  coverage,  with  a  full  replacement  cost endorsement and an
"agreed  amount"  clause in an amount equal to 100% of the full replacement cost
of  such  property,  (ii)  maintain  all  such  workers' compensation or similar
insurance  as  may  be  required by law, and (iii) maintain, in amounts and with
deductibles equal to those generally maintained by businesses engaged in similar
activities  in  similar  geographic  areas,  general  public liability insurance
against  claims  of bodily injury, death or property damage occurring, on, in or
about the properties of the Debtor; business interruption insurance; and product
liability  insurance.

     10.2 Insurance Proceeds.  The proceeds of any casualty insurance in respect
          ------------------
of  any  casualty loss of any of the Collateral shall, subject to the rights, if
any,  of  other parties with an interest having priority in the property covered
thereby,  (i)  so  long  as  no  Default or Event of Default has occurred and is
continuing  and  to  the  extent  that  the amount of such proceeds is less than
$10,000,  be disbursed to the Debtor for direct application by the Debtor solely
to  the  repair or replacement of the Debtor's property so damaged or destroyed,
and  (ii)  in  all  other  circumstances,  be  held by the Secured Party as cash
collateral  for  the  Obligations.  The  Secured  Party may, at its sole option,
disburse  from  time  to  time  all or any part of such proceeds so held as cash
collateral,  upon  such terms and conditions as the Secured Party may reasonably
prescribe,  for  direct  application  by  the  Debtor  solely  to  the repair or
replacement  of  the  Debtor's  property so damaged or destroyed, or the Secured
Party  may  apply  all  or  any  part  of  such  proceeds  to  the  Obligations.

     10.3  Continuation  of  Insurance.  All policies of insurance shall provide
           ---------------------------
for at least 10 days prior written cancellation notice to the Secured Party.  In
the  event  of failure by the Debtor to provide and maintain insurance as herein
provided,  the  Secured  Party  may,  at  its option, provide such insurance and
charge  the  amount thereof to the Debtor.  The Debtor shall furnish the Secured
Party with certificates of insurance and policies evidencing compliance with the
foregoing  insurance  provision.

11.  Collateral  Protection  Expenses;  Preservation  of  Collateral.
     ----------------------------------------------------------------

     11.1  Expenses  Incurred  by  Secured  Party.  In  the  Secured  Party's
           --------------------------------------
discretion,  if the Debtor fails to do so, the Secured Party may discharge taxes
and  other  encumbrances  at any time levied or placed on any of the Collateral,
maintain  any  of  the  Collateral,  make  repairs thereto and pay any necessary
filing  fees  or insurance premiums.  The Debtor agrees to reimburse the Secured
Party  on  demand for all expenditures so made.  The Secured Party shall have no
obligation  to  the  Debtor  to make any such expenditures, nor shall the making
thereof  be  construed as the waiver or cure of any Default or Event of Default.

     11.2  Secured  Party's  Obligations  and  Duties.  Anything  herein  to the
           ------------------------------------------
contrary  notwithstanding,  the  Debtor  shall remain obligated and liable under
each  contract  or  agreement  comprised  in  the  Collateral  to be observed or
performed  by  the  Debtor  thereunder.  The  Secured  Party  shall not have any
obligation  or  liability  under  any such contract or agreement by reason of or
arising out of this Agreement or the receipt by the Secured Party of any payment
relating  to  any of the Collateral, nor shall the Secured Party be obligated in
any  manner to perform any of the obligations of the Debtor under or pursuant to
any  such contract or agreement, to make inquiry as to the nature or sufficiency
of  any payment received by the Secured Party in respect of the Collateral or as
to  the  sufficiency  of any performance by any party under any such contract or
agreement,  to  present  or  file  any  claim, to take any action to enforce any
performance  or  to  collect  the  payment  of  any  amounts which may have been
assigned  to  the Secured Party or to which the Secured Party may be entitled at
any  time  or times.  The Secured Party's sole duty with respect to the custody,
safe  keeping  and  physical  preservation  of the Collateral in its possession,
under  Section  9-207  of the Uniform Commercial Code of the State or otherwise,
shall  be  to  deal with such Collateral in the same manner as the Secured Party
deals  with  similar  property  for  its  own  account.

     11.3  Securities  and  Deposits.  The Secured Party may at any time, at its
           -------------------------
option,  transfer  to  itself  or  any  nominee  any  securities  constituting
Collateral,  receive  any  income  thereon  and  hold  such income as additional
Collateral  or  apply it to the Obligations.  Whether or not any Obligations are
due,  the  Secured Party may demand, sue for, collect, or make any settlement or
compromise  which it deems desirable with respect to the Collateral.  Regardless


<PAGE>
of  the  adequacy  of  Collateral or any other security for the Obligations, any
deposits  or other sums at any time credited by or due from the Secured Party to
the  Debtor  may  at  any  time  be  applied  to  or  set off against any of the
Obligations.

12.  Notification  to Account Debtors and Other Persons Obligated on Collateral.
     --------------------------------------------------------------------------
The Debtor shall, at the request and option of the Secured Party, notify account
debtors  and  other  persons  obligated on any of the Collateral of the security
interest of the Secured Party in any account, chattel paper, general intangible,
instrument  or  other Collateral and that payment thereof is to be made directly
to  the  Secured Party or to any financial institution designated by the Secured
Party  as  the Secured Party's agent therefor, and the Secured Party may itself,
without notice to or demand upon the Debtor, so notify account debtors and other
persons  obligated  on  Collateral.  After  the  making of such a request or the
giving  of  any  such  notification,  the  Debtor  shall  hold  any  proceeds of
collection  of  accounts,  chattel  paper,  general intangibles, instruments and
other Collateral received by the Debtor as trustee for the Secured Party without
commingling the same with other funds of the Debtor and shall turn the same over
to the Secured Party in the identical form received, together with any necessary
endorsements  or  assignments.  The  Secured  Party  shall apply the proceeds of
collection  of  accounts,  chattel  paper,  general intangibles, instruments and
other Collateral received by the Secured Party to the Obligations, such proceeds
to  be  immediately  credited  after  final payment in cash or other immediately
available  funds  of  the  items  giving  rise  to  them.

13.  Power  of  Attorney.
     -------------------

     13.1  Appointment  and  Powers  of  Secured  Party.  The Debtor hereby
           --------------------------------------------
irrevocably  constitutes and appoints the Secured Party and any officer or agent
thereof,  with  full  power  of  substitution,  as  its  true  and  lawful
attorneys-in-fact  with  full  irrevocable  power and authority in the place and
stead  of  the  Debtor  or  in  the Secured Party's own name, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action
and  to  execute  any and all documents and instruments that may be necessary or
useful  to  accomplish  the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives said attorneys the power and right, on
behalf  of  the  Debtor,  without  notice  to or assent by the Debtor, to do the
following:

          (a)  upon  the  occurrence  and  during the continuance of an Event of
Default, generally to sell, transfer, pledge, make any agreement with respect to
or  otherwise dispose of or deal with any of the Collateral in such manner as is
consistent  with  the  Uniform  Commercial  Code  of  the State and as fully and
completely  as  though the Secured Party were the absolute owner thereof for all
purposes, and to do, at the Debtor's expense, at any time, or from time to time,
all  acts  and  things  which  the  Secured  Party  deems necessary or useful to
protect,  preserve  or  realize  upon  the  Collateral  and  the Secured Party's
security  interest therein, in order to effect the intent of this Agreement, all
at  least  as  fully  and effectively as the Debtor might do, including, without
limitation,  (i)  the  filing  and  prosecuting  of  registration  and  transfer
applications  with  the  appropriate  federal, state, local or other agencies or
authorities with respect to trademarks, copyrights and patentable inventions and
processes, (ii) upon written notice to the Debtor, the exercise of voting rights
with respect to voting securities, which rights may be exercised, if the Secured
Party  so elects, with a view to causing the liquidation of assets of the issuer
of  any  such  securities,  and  (iii) the execution, delivery and recording, in
connection  with  any  sale  or  other  disposition  of  any  Collateral, of the
endorsements,  assignments  or  other instruments of conveyance or transfer with
respect  to  such  Collateral;  and

          (b)  to  the extent that the Debtor's authorization given in Section 3
is  not  sufficient, to file such financing statements with respect hereto, with
or  without  the  Debtor's  signature,  or  a  photocopy  of  this  Agreement in
substitution  for  a  financing  statement,  as  the  Secured  Party  may  deem
appropriate  and  to  execute in the Debtor's name such financing statements and
amendments  thereto  and  continuation statements which may require the Debtor's
signature.

     13.2 Ratification  by  Debtor.  To the extent permitted by law, the Debtor
          ------------------------
hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue  hereof.  This  power of attorney is a power coupled with an interest and
is  irrevocable.

     13.3 No  Duty on Secured Party.  The powers conferred on the Secured Party
          -------------------------
hereunder  are  solely  to protect its interests in the Collateral and shall not
impose any duty upon it to exercise any such powers.  The Secured Party shall be
accountable  only  for  the amounts that it actually receives as a result of the
exercise  of  such  powers,  and  neither it nor any of its officers, directors,
employees or agents shall be responsible to the Debtor for any act or failure to
act,  except for the Secured Party's own gross negligence or willful misconduct.


<PAGE>
14.  Rights  and  Remedies.  If  an Event of Default shall have occurred and be
     ---------------------
continuing,  the  Secured  Party, without any other notice to or demand upon the
Debtor  have  in  any  jurisdiction  in  which  enforcement hereof is sought, in
addition  to all other rights and remedies, the rights and remedies of a secured
party  under  the Uniform Commercial Code of the State and any additional rights
and  remedies  which  may  be provided to a secured party in any jurisdiction in
which  Collateral  is  located, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Secured Party may, so far
as  the Debtor can give authority therefor, enter upon any premises on which the
Collateral may be situated and remove the same therefrom.  The Secured Party may
in  its  discretion  require  the  Debtor  to  assemble  all  or any part of the
Collateral  at  such  location  or  locations  within the jurisdiction(s) of the
Debtor's principal office(s) or at such other locations as the Secured Party may
reasonably  designate.  Unless  the  Collateral  is  perishable  or threatens to
decline  speedily  in  value  or  is  of a type customarily sold on a recognized
market,  the  Secured Party shall give to the Debtor at least five Business Days
prior  written  notice of the time and place of any public sale of Collateral or
of the time after which any private sale or any other intended disposition is to
be  made.  The  Debtor hereby acknowledges that five Business Days prior written
notice  of  such  sale  or  sales  shall be reasonable notice.  In addition, the
Debtor  waives  any  and  all  rights  that it may have to a judicial hearing in
advance  of  the  enforcement  of any of the Secured Party's rights and remedies
hereunder,  including,  without  limitation,  its  right  following  an Event of
Default  to  take  immediate  possession  of  the Collateral and to exercise its
rights  and  remedies  with  respect  thereto.

15.  Standards  for  Exercising  Rights  and  Remedies.  To  the  extent  that
     -------------------------------------------------
applicable  law  imposes  duties  on the Secured Party to exercise remedies in a
commercially  reasonable  manner,  the Debtor acknowledges and agrees that it is
not  commercially  unreasonable  for  the  Secured  Party  (a)  to fail to incur
expenses  reasonably  deemed  significant  by  the  Secured  Party  to  prepare
Collateral for disposition or otherwise to fail to complete raw material or work
in  process  into finished goods or other finished products for disposition, (b)
to  fail  to obtain third party consents for access to Collateral to be disposed
of,  or  to  obtain  or,  if  not  required  by  other  law,  to  fail to obtain
governmental  or  third  party  consents  for  the  collection or disposition of
Collateral  to  be  collected or disposed of, (c) to fail to exercise collection
remedies  against account debtors or other persons obligated on Collateral or to
fail  to  remove  liens  or  encumbrances  on  or  any  adverse  claims  against
Collateral,  (d)  to  exercise  collection  remedies against account debtors and
other  persons obligated on Collateral directly or through the use of collection
agencies  and  other  collection  specialists,  (e) to advertise dispositions of
Collateral  through publications or media of general circulation, whether or not
the Collateral is of a specialized nature, (f) to contact other persons, whether
or  not  in  the  same  business  as  the Debtor, for expressions of interest in
acquiring  all  or  any  portion  of  the  Collateral,  (g)  to hire one or more
professional  auctioneers to assist in the disposition of Collateral, whether or
not  the  collateral is of a specialized nature, (h) to dispose of Collateral by
utilizing  Internet  sites  that  provide for the auction of assets of the types
included  in  the Collateral or that have the reasonable capability of doing so,
or  that  match  buyers  and  sellers  of  assets,  (i)  to dispose of assets in
wholesale  rather  than  retail markets, (j) to disclaim disposition warranties,
(k)  to  purchase  insurance  or credit enhancements to insure the Secured Party
against  risks of loss, collection or disposition of Collateral or to provide to
the  Secured  Party  a  guaranteed  return from the collection or disposition of
Collateral,  or  (l)  to  the extent deemed appropriate by the Secured Party, to
obtain  the services of other brokers, investment bankers, consultants and other
professionals  to  assist  the Secured Party in the collection or disposition of
any of the Collateral.  The Debtor acknowledges that the purpose of this Section
15  is to provide non-exhaustive indications of what actions or omissions by the
Secured  Party  would  fulfill  the  Secured  Party's  duties  under the Uniform
Commercial  Code or other law of the State or any other relevant jurisdiction in
the  Secured  Party's exercise of remedies against the Collateral and that other
actions or omissions by the Secured Party shall not be deemed to fail to fulfill
such  duties  solely  on  account  of  not  being  indicated in this Section 15.
Without  limitation  upon  the  foregoing,  nothing contained in this Section 15
shall  be construed to grant any rights to the Debtor or to impose any duties on
the  Secured Party that would not have been granted or imposed by this Agreement
or  by  applicable  law  in  the  absence  of  this  Section  15.

16.  Notices.  All  notices required or permitted by this Agreement shall be in
     -------
writing  or  by telex or facsimile transmission and shall be deemed to have been
duly  given  (i)  on  the  date of service if delivered in person or by telex or
facsimile transmission (with the telex or facsimile confirmation of transmission
receipt  acting  as  confirmation  of  service when sent and provided telexed or
telecopied notices are also mailed by first class, certified or registered mail,
postage  prepaid);  or (ii) seventy-two (72) hours after mailing by first class,
registered  or  certified  mail,  postage prepaid, and properly addressed to the
addresses  specified  below  or  at such other address as the party affected may
designate  in  a  written  notice  to  such  other party in compliance with this
Section  16.


<PAGE>
Debtor:              Rapidtron, Inc.
                     3151 Airway Avenue, Suite Q
                     Costa Mesa, CA  92626-4627
                     Facsimile:  (949) 474-4550

Secured Party:       LDM Enterprises, LLC
                     Attention: Raymond Lee
                     2515 Sierra Vista
                     Newport Beach, California  92660
                     Facsimile:  (949) 722-7526

17.  No Waiver by Secured Party, etc.  The Secured Party shall not be deemed to
     -------------------------------
have  waived  any of its rights or remedies in respect of the Obligations or the
Collateral  unless  such  waiver  shall  be in writing and signed by the Secured
Party.  No  delay or omission on the part of the Secured Party in exercising any
right  or  remedy shall operate as a waiver of such right or remedy or any other
right  or  remedy.  A waiver on any one occasion shall not be construed as a bar
to  or  waiver  of  any  right or remedy on any future occasion.  All rights and
remedies of the Secured Party with respect to the Obligations or the Collateral,
whether  evidenced  hereby  or  by  any  other  instrument  or  papers, shall be
cumulative  and  may  be  exercised  singularly,  alternatively, successively or
concurrently at such time or at such times as the Secured Party deems expedient.

18.  Suretyship  Waivers by Debtor.  The Debtor waives demand, notice, protest,
     -----------------------------
notice  of  acceptance of this Agreement, notice of loans made, credit extended,
Collateral  received  or  delivered or other action taken in reliance hereon and
all  other  demands  and  notices  of any description.  With respect to both the
Obligations  and  the  Collateral,  the  Debtor  assents  to  any  extension  or
postponement  of  the  time  of  payment  or  any  other  indulgence,  to  any
substitution, exchange or release of or failure to perfect any security interest
in  any  Collateral, to the addition or release of any party or person primarily
or  secondarily  liable,  to  the  acceptance of partial payment thereon and the
settlement,  compromising or adjusting of any thereof, all in such manner and at
such  time  or times as the Secured Party may deem advisable.  The Secured Party
shall  have  no duty as to the collection or protection of the Collateral or any
income  therefrom,  the  preservation  of  rights  against prior parties, or the
preservation of any rights pertaining thereto beyond the safe custody thereof as
set  forth  in  Section  11.2.  The  Debtor  further  waives  any  and all other
suretyship  defenses.

19.  Marshalling.  The  Secured  Party  shall  not  be  required to marshal any
     -----------
present  or  future  collateral  security  (including  but  not  limited  to the
Collateral)  for,  or  other assurances of payment of, the Obligations or any of
them  or to resort to such collateral security or other assurances of payment in
any  particular  order,  and  all  of  its  rights and remedies hereunder and in
respect  of  such  collateral  security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or
arising.  To  the  extent that it lawfully may, the Debtor hereby agrees that it
will  not  invoke  any law relating to the marshalling of collateral which might
cause  delay  in  or  impede  the  enforcement of the Secured Party's rights and
remedies  under  this  Agreement  or  under  any  other  instrument  creating or
evidencing  any  of  the  Obligations  or  under which any of the Obligations is
outstanding  or by which any of the Obligations is secured or payment thereof is
otherwise  assured,  and,  to the extent that it lawfully may, the Debtor hereby
irrevocably  waives  the  benefits  of  all  such  laws.

20.  Proceeds  of  Dispositions; Expenses.  The Debtor shall pay to the Secured
     ------------------------------------
Party  on  demand any and all expenses, including reasonable attorneys' fees and
disbursements,  incurred  or paid by the Secured Party in protecting, preserving
or  enforcing the Secured Party's rights and remedies under or in respect of any
of  the  Obligations  or  any  of  the  Collateral.  After deducting all of said
expenses, the residue of any proceeds of collection or sale or other disposition
of  the Collateral shall, to the extent actually received in cash, be applied to
the  payment of the Obligations in such order or preference as the Secured Party
may determine, proper allowance and provision being made for any Obligations not
then  due.  Upon  the  final  payment  and  satisfaction  in  full of all of the
Obligations and after making any payments required by Sections 9-608(a)(1)(C) or
9-615(a)(3)  of  the  Uniform  Commercial Code of the State, any excess shall be
returned  to  the  Debtor.  In  the absence of final payment and satisfaction in
full  of  all  of  the  Obligations,  the  Debtor  shall  remain  liable for any
deficiency.

21.  Overdue  Amounts.  Until  paid,  all amounts due and payable by the Debtor
     ----------------
hereunder  shall  be  a  debt  secured by the Collateral and shall bear, whether
before  or  after  judgment,  interest  at  the  rate  of  interest.


<PAGE>
22.   Governing  Law;  Consent  to  Jurisdiction.  THIS AGREEMENT IS INTENDED TO
      ------------------------------------------
TAKE  EFFECT  AS  A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE  LAWS OF THE STATE OF CALIFORNIA.  The Debtor agrees that
any  action  or  claim  arising  out of, or any dispute in connection with, this
Agreement,  any  rights,  remedies,  obligations,  or  duties  hereunder, or the
performance  or  enforcement  hereof or thereof, may be brought in the courts of
the State or any federal court sitting therein and consents to the non-exclusive
jurisdiction of such court and to service of process in any such suit being made
upon the Debtor by mail at the address specified in the Note.  The Debtor hereby
waives  any objection that it may now or hereafter have to the venue of any such
suit  or  any  such court or that such suit is brought in an inconvenient court.

23.   Waiver  of  Jury  Trial.  THE DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH
      -----------------------
RESPECT  TO  ANY  ACTION  OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS  AGREEMENT,  ANY RIGHTS, REMEDIES, OBLIGATIONS, OR DUTIES HEREUNDER, OR THE
PERFORMANCE  OR ENFORCEMENT HEREOF OR THEREOF.  Except as prohibited by law, the
Debtor  waives any right which it may have to claim or recover in any litigation
referred  to  in  the  preceding  sentence  any  special, exemplary, punitive or
consequential  damages  or  any  damages  other  than, or in addition to, actual
damages.  The  Debtor  (i)  certifies  that  neither  the  Secured Party nor any
representative,  agent  or  attorney  of  the  Secured  Party  has  represented,
expressly  or  otherwise,  that  the  Secured  Party  would not, in the event of
litigation,  seek to enforce the foregoing waivers or other waivers contained in
this  Agreement,  and  (ii) acknowledges that, in loan the funds pursuant to the
Note,  the  Secured  Party  is relying upon, among other things, the waivers and
certifications  contained  in  this  Section  23.

24.   Miscellaneous.  The  headings  of  each  section of this Agreement are for
      -------------
convenience  only  and  shall  not define or limit the provisions thereof.  This
Agreement  and  all  rights  and obligations hereunder shall be binding upon the
Debtor and its respective successors and assigns, and shall inure to the benefit
of  the  Secured  Party  and  its  successors  and assigns.  If any term of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity of
all  other  terms hereof shall in no way be affected thereby, and this Agreement
shall  be  construed  and  be  enforceable  as  if  such  invalid,  illegal  or
unenforceable  term  had  not  been  included  herein.  The  Debtor acknowledges
receipt  of  a  copy  of  this  Agreement.

IN  WITNESS  WHEREOF,  intending to be legally bound, the Debtor has caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.

RAPIDTRON, INC.,
a Nevada corporation



By:_____________________________________________________
     John Creel, President & Chief Executive Officer