SECURITIES PURCHASE AGREEMENT


     This  Securities  Purchase  Agreement (the "Agreement") is made and entered
into  on  December  1,  2004,  by  and  between  Rapidtron,  Inc., a corporation
organized  under  the  laws  of the State of Nevada, with its principal place of
business  located at 3151 Airway Avenue, Building Q, Costa Mesa, California (the
"Company"),  and  Oceanus  Value  Fund,  L.P.  (the  "Buyer").

                                    RECITALS
                                    --------

     A.     The  Company  and  the  Buyer  are  executing  and  delivering  this
Agreement  in reliance upon the exemptions from securities registration afforded
by  (i)  the  provisions  of Regulation D ("Regulation D") as promulgated by the
United  States  Securities  and  Exchange  Commission  (the  "SEC")  under  the
Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under
the  1933  Act.

     B.     The  Buyer  desires  to  purchase  from the Company, and the Company
desires  to  sell to the Buyer, for the amount and upon the terms and conditions
stated  in this Agreement, in a closing (the "Closing") as herein described, the
following  securities  of  the  Company:

     (i)     The  Company's 15% Secured Convertible Promissory Note, the form of
which  is  attached  as  Exhibit A (the "Note"), which may be converted into the
Company's  $0.001  par  value common stock (the "Common Stock") on the terms and
conditions set forth in the Note. The principal amount of the Note shall be Four
Hundred  Thousand  Dollars  ($400,000).

     (ii)     As  additional consideration for the Buyer's purchase of the Note,
the  Company shall also issue to the Buyer a warrant (the "Warrant") to purchase
800,000  shares  of  Common  Stock  with  an  exercise price as specified in the
Warrant, which Warrant must be exercised (if at all) within five (5) years after
the  date  of  issuance. The Warrant shall be in the form attached as Exhibit B.

     Any  Common  Stock  issuable  pursuant  to  conversion of the Note shall be
referred to herein as the "Conversion Shares."  The Common Stock receivable upon
exercise of the Warrant shall be referred to herein as the "Warrant Shares." The
Note,  the  Conversion  Shares,  the  Warrant  and  the  Warrant  Shares  may be
collectively  referred  to  herein  as  the  "Securities."

     C.     Contemporaneously with the execution and delivery of this Agreement,
the  Company  is  executing  and  delivering a Security Agreement (the "Security
Agreement") in the form of the attached Exhibit C, pursuant to which the Company
has  agreed to secure its obligations under the Note with a security interest in
substantially  all  tangible  and  intangible  assets  (including  intellectual
property)  owned  by the Company (the "Collateral"). Pursuant to a Subordination
Agreement  between  the  Buyer  and  Silicon  Valley  Bank  ("SVB")  in the form


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attached  as Exhibit D (the "SVB Subordination Agreement"), the Buyer's security
interest  in  the  Collateral  will  be  subordinated  to  the  interest of SVB.

     D.     As additional security for the Company's obligations under the Note,
contemporaneously  with the execution and delivery of this Agreement, John Creel
(the  Company's  President  and  Chief Executive Officer) and Peter Dermutz (the
Company's  Executive  Vice  President, acting Secretary, Treasurer and Principal
Financial  Officer)  (collectively,  the  "Pledgors"),  are  each  executing and
delivering  a  Guaranty, Pledge and Security Agreement (the "Pledge Agreements")
in  the form attached as Exhibit E pursuant to which, effective January 1, 2005,
each  Pledgor agrees to guaranty payment of the Note and to secure that guaranty
with  a  first-priority  security interest in all shares of the Company which he
owns.

     E.     Contemporaneously with the execution and delivery of this Agreement,
the  parties  hereto  are  also  executing  and delivering a Registration Rights
Agreement  (the  "Registration  Rights  Agreement")  in the form of the attached
Exhibit  F,  pursuant  to  which  the Company has, among other things, agreed to
provide  certain  registration  rights for the Warrant Shares under the 1933 Act
and  applicable  state  securities  laws.

                                   AGREEMENTS
                                   ----------

     NOW,  THEREFORE,  in  consideration  of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  Company  and  the  Buyer hereby agree as
follows:

     1.     PURCHASE  AND  SALE  OF  THE  SECURITIES.
            ----------------------------------------

     (a)     Purchase.  At  the Closing, the Buyer agrees to purchase  the  Note
             --------
from  the  Company  and  the  Company  agrees to sell the Note to the Buyer. The
purchase  price  for  the  Note shall be $400,000 (the "Purchase Price"), out of
which  shall be paid (i) $15,000 in pre-paid interest (as provided in the Note),
(ii) an origination fee of $12,000 to the Buyer, (iii) a finder's fee of $20,000
to  Bridgewater  Capital  Corporation  and  (iv)  such  other  amounts as may be
included  in  the  Disbursement  Instructions  attached  as  Exhibit  G  (the
"Disbursement  Instructions").  The  disbursements specified in the Disbursement
Instructions  (including  disbursement  to  the  Company of the remainder of the
Purchase  Price)  shall  be  made  on  the  Closing  Date  (as  defined  below).

     (b)     The  Closing.  The  date  of the Closing (the "Closing Date") shall
             ------------
be  December 1, 2004, or such other date as the parties may agree in writing. On
or  before  the  Closing  Date, (i) the Purchase Price shall be delivered to the
Escrow  Agent  (as  defined  in the Escrow Agreement in the form of the attached
Exhibit  H  (the  "Escrow Agreement")) and (ii) the Company shall deliver to the
Escrow Agent on behalf of the Company the originals of this Agreement, the Note,
the Warrant, the Security Agreement, the SVB Subordination Agreement, the Pledge
Agreements, the Registration Rights Agreement, the Disbursement Instructions and
the  Escrow  Agreement,  each duly authorized and executed by the Company and/or
any other parties thereto (other than the Buyer), together with such other items
as  may  be  required by this Agreement (collectively, the "Closing Documents").


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     (c)     Payment.  The  Buyer  shall pay the Purchase Price by wire transfer
             -------
of  immediately  available  funds in United States Dollars, to be deposited into
the Escrow Account (as defined in the Escrow Agreement), against delivery to the
Escrow  Agent  of  the  Closing  Documents  by the Company.  At the Closing, the
Escrow  Agent  shall  be  responsible  for  disbursement  of  the Purchase Price
according to the Disbursement Instructions and delivery of the Closing Documents
to  the  Buyer  (with  copies  to  the Company duly executed by the Buyer, where
required),  in  each  case in accordance with the terms of the Escrow Agreement.

     2.     THE  BUYER'S  REPRESENTATIONS AND WARRANTIES.    With respect to its
            --------------------------------------------
purchase  hereunder,  the  Buyer  represents  and  warrants  to the Company, and
agrees,  as  follows:

     (a)     Investment  Purposes;  Compliance  With  1933  Act.  The  Buyer  is
             --------------------------------------------------
purchasing the Securities for its own account for investment only and not with a
view  towards,  or  in connection with, the public sale or distribution thereof,
except pursuant to sales registered, or exempt from registration, under the 1933
Act  and  applicable  state  securities  laws.  The  Buyer is not purchasing the
Securities  for the purpose of covering short sale positions in the Common Stock
established on or prior to the Closing Date.  The Buyer agrees to offer, sell or
otherwise transfer the Securities only  (i) in accordance with the terms of this
Agreement,  the  Note  and  the  Warrant,  as  applicable, and  (ii) pursuant to
registration under the 1933 Act or an exemption from registration under the 1933
Act  and  any  other  applicable  securities  laws.  The  Buyer  does not by its
representations  in  this  Section  2(a)  agree  to  hold the Securities for any
minimum  or  other  specific  term,  and  reserves  the  right to dispose of the
Securities  at  any  time  pursuant to a registration statement or in accordance
with  an  exemption  from  registration  under  the  1933  Act,  in all cases in
accordance  with  applicable  state  and  federal  securities  laws.  The  Buyer
understands  that  it  shall  be  a  condition to the issuance of the Conversion
Shares  and  the  Warrant  Shares  that  such  shares  be and are subject to the
representations  set  forth  in  this  Section  2(a).

     (b)    Accredited  Investor Status. The Buyer is an "accredited investor,"
            ---------------------------
as  that  term  is  defined  in  Rule 501(a) of Regulation D. The Buyer has such
knowledge and experience in financial and business matters that it is capable of
evaluating  the  merits  and  risks  of  the  investment  made  pursuant to this
Agreement.  The Buyer is aware that it may be required to bear the economic risk
of  the  investment  made pursuant to this Agreement for an indefinite period of
time,  and  is  able  to  bear  such  risk.

     (c)     Reliance  on Exemptions.  The Buyer understands that the Securities
             -----------------------
are  being  offered  and  sold to it in reliance on specific exemptions from the
registration  requirements of applicable  federal and state securities laws, and
that  the  Company  is  relying  upon the truth and accuracy of, and the Buyer's
compliance  with,  the  representations, warranties, agreements and covenants of
the  Buyer  set  forth  herein  in  order  to determine the availability of such
exemptions  and  the  eligibility  of  the  Buyer  to  acquire  the  Securities.

     (d)     Information.  The  Buyer  and  its  advisors,  if  any,  have  been
             -----------
furnished  with  all materials relating to the business, finances and operations
of  the  Company  and materials relating to the offer and sale of the Securities
that  have been requested by the Buyer. The Buyer and its advisors, if any, have
been  afforded  the  opportunity  to  ask  all  questions of the Company as they


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have  in  their  discretion  deemed  advisable.  The  Buyer understands that its
investment  in  the  Securities  involves  a high degree of risk.  The Buyer has
sought  such  accounting, legal and tax advice as it has considered necessary to
an  informed investment decision with respect to the investment made pursuant to
this  Agreement.

     (e)     No  Government Review.  The Buyer understands that no United States
             ---------------------
federal  or  state  agency  or  any  other government or governmental agency has
approved  or  made  any  recommendation  or endorsement of the Securities or the
fairness  or  suitability  of  the  investment  in the Securities, nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

     (f)     Transfer  or  Resale.  The  Buyer  understands  that: (i) except as
             --------------------
provided  in the Registration Rights Agreement, the Securities have not been and
are  not  being  registered under the 1933 Act or any state securities laws, and
may  not  be  offered for sale, sold or otherwise transferred unless either  (A)
subsequently  registered thereunder or (B) the Buyer shall have delivered to the
Company  an  opinion by counsel reasonably satisfactory to the Company, in form,
scope  and  substance reasonably satisfactory to the Company, to the effect that
the  securities to be sold or transferred may be sold or transferred pursuant to
an  exemption  from such registration and (ii) neither the Company nor any other
person  is under any obligation to register the Securities under the 1933 Act or
any  state  securities  laws  or  to comply with the terms and conditions of any
exemption  thereunder (in each case, except as required by this Agreement or the
Registration  Rights  Agreement).

     (g)     Legend.  Subject  to Section 5(b) below, the Buyer understands that
             ------
the  Note,  the  Warrant  and the stock certificates representing the Conversion
Shares  and the Warrant Shares (until such time as the Conversion Shares and the
Warrant  Shares  have  been  registered  under  the  1933  Act  pursuant  to the
Registration  Rights Agreement or otherwise may be sold by the Buyer pursuant to
Rule  144  (or  any  applicable  rule  which  operates  to  replace  said  Rule)
promulgated  under  the  1933  Act ("Rule 144")), will bear a restrictive legend
(the  "Legend")  in  substantially  the  following  form:

THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "LAWS").  THE
SECURITIES  MAY  NOT  BE  OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE  OF  EITHER  (I)  AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER  THE  APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE  REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION
IS  NOT  REQUIRED  DUE  TO  AN  AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF  THE  APPLICABLE  LAWS.

     (h)     Authorization;  Enforcement.  This  Agreement,  the  Registration
             ---------------------------
Rights  Agreement, the Disbursement Instructions, the Security Agreement and the
Escrow  Agreement  (collectively,  the  "Agreements") have been duly and validly
authorized,  executed  and  delivered


<PAGE>
by  the Buyer and are each valid and binding agreements of the Buyer enforceable
in  accordance  with  their  terms,  subject  as  to  enforceability  to general
principles of equity and to bankruptcy, insolvency, moratorium and other similar
laws  affecting  the  enforcement  of  creditors'  rights  generally.

     3.     THE  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.   The  Company
            ------------------------------------------------
represents  and  warrants  to  the  Buyer,  and  agrees,  as  follows:

     (a)     Organization  and Qualification.  The Company is a corporation duly
             -------------------------------
organized  and  existing in good standing under the laws of the State of Nevada,
and  has the requisite corporate power to own its properties and to carry on its
business  as  now  being  conducted.  The Company is duly qualified as a foreign
corporation  to  do  business  and  is in good standing in every jurisdiction in
which  the  nature  of  the  business  conducted  by it makes such qualification
necessary  and  where  the  failure  so to qualify would have a Material Adverse
Effect.  As  used  herein,  "Material Adverse Effect" means any material adverse
effect on the operations, properties or financial condition of the Company taken
as  a  whole.  The Common Stock is quoted on the OTC Bulletin Board. The Company
has  received  no  notice, either written or oral, with respect to the continued
eligibility  of  the Common Stock for such quotation, the Company has maintained
all  requirements  for  the continuation of such quotation, and the Company does
not  reasonably  anticipate  that  the Common Stock will be removed from the OTC
Bulletin  Board  in  the  foreseeable future. The Company has complied, and will
timely  comply,  with  all  requirements of the SEC, the National Association of
Securities  Dealers  and  the OTC Bulletin Board with respect to the issuance of
the  Securities.

     (b)     Authorization;  Enforcement.  The  Company  has  the  requisite
             ---------------------------
corporate power and authority to enter into and perform the Agreements, to issue
and sell the Securities in accordance with the terms thereof, and to perform its
obligations  under the Note and the Warrant in accordance with their terms.  The
Company's  execution,  delivery  and performance of the Agreements, the Note and
the Warrant, and its consummation of the transactions contemplated thereby, have
been  duly authorized by the Company's Board of Directors and no further consent
or  authorization  of  the Company, its Board of Directors, its stockholders, or
any  other  person  or  entity  is required.  The Agreements and, on the Closing
Date,  the Note and the Warrant, have been duly and validly authorized, executed
and  delivered  by  the  Company,  and the Note (when issued), the Warrant (when
issued),  and the Agreements constitute the valid and binding obligations of the
Company enforceable in accordance with their terms, subject as to enforceability
to  general  principles  of equity and to bankruptcy, insolvency, moratorium and
other  similar  laws  affecting  the enforcement of creditors' rights generally.

     (c)     Capitalization.  As  of  September 30, 2004, the authorized capital
             --------------
stock  of  the Company consisted of 100,000,000 shares of Common Stock, of which
20,463,058  shares  were issued and outstanding.  All of such outstanding shares
have  been  validly  issued  and are fully paid and non-assessable. No shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens  or  encumbrances.  As  of  the  Closing  Date, except as set forth in the
attached  Schedule  3(c)  or  in  the SEC Documents (as defined in paragraph (h)
below)  filed


<PAGE>
prior  to  or  for  the  quarter  ended  September  30,  2004,  (i) there are no
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of  any  character  whatsoever  issued  or agreed to by the Company
relating  to,  or  securities  or rights convertible into, any shares of capital
stock  of  the  Company or any of its subsidiaries, or arrangements by which the
Company  or  any  of its subsidiaries is or may become bound to issue additional
shares  of  capital stock of the Company or any of its subsidiaries,  (ii) there
are  no  outstanding  debt  securities of the Company or any of its subsidiaries
except  those  issued  to  the  Buyer  and  (iii)  there  are  no  agreements or
arrangements  under which the Company or any of its subsidiaries is obligated to
register  the  sale of any of its or their securities under the 1933 Act (except
as  provided  herein  and in the Registration Rights Agreement). If requested by
the Buyer, the Company has furnished to the Buyer true and correct copies of the
Company's  Articles  of  Incorporation  as  in  effect  on  the date hereof (the
"Articles  of Incorporation"), and the Company's Bylaws as in effect on the date
hereof.

     (d)     Issuance  of Warrant and Conversion Shares.  The Warrant Shares are
             ------------------------------------------
all  duly  authorized and  reserved for issuance, and in all cases upon issuance
shall  be  validly  issued,  fully paid and non-assessable, free from all taxes,
liens  and charges with respect to the issuance thereof, and will not be subject
to  preemptive  rights  or  other similar rights of stockholders of the Company.
Upon  issuance,  the  Conversion  Shares shall be validly issued, fully paid and
non-assessable,  free  from  all  taxes,  liens  and charges with respect to the
issuance  thereof, and will not be subject to preemptive rights or other similar
rights  of  stockholders  of  the  Company.

     (e)     Acknowledgment  Regarding  Buyer's Purchase of the Securities.  (i)
             -------------------------------------------------------------
The  Buyer  is  not acting as a financial advisor to or fiduciary of the Company
(or  in any similar capacity) with respect to this Agreement or the transactions
contemplated  hereby,  (ii)  this  Agreement  and  the transactions contemplated
hereby,  and the relationship between the Buyer and the Company, are and will be
considered  "arms-length" notwithstanding any other or prior agreements or nexus
between  the  Buyer  and  the  Company,  whether or not disclosed, and (iii) any
statements  made  by  the  Buyer,  or  any  of its representatives or agents, in
connection  with this Agreement and the transactions contemplated hereby are not
to  be  construed  as  advice  or a recommendation, are merely incidental to the
Buyer's  purchase  of the Securities and have not been relied upon in any way by
the  Company,  its  officers or directors.  The Company's decision to enter into
this  Agreement  and the transactions contemplated hereby have been based solely
upon  an  independent  evaluation  by  the  Company, its officers and directors.

     (f)     No  Integrated  Offering.  Neither  the  Company  nor  any  of  its
             ------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy any security under circumstances which would prevent the parties hereto from
consummating  the transactions contemplated hereby pursuant to an exemption from
registration  under  the  1933  Act  and,  specifically,  in accordance with the
provisions of Regulation D. The transactions contemplated hereby are exempt from
the  registration  requirements  of  the  1933 Act, assuming the accuracy of the
representations  and  warranties  of  the  Buyer  contained  herein.


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     (g)     No  Conflicts.  Except  as set forth in the attached Schedule 3(g),
             -------------
neither  the Company nor any of its subsidiaries is in violation of its Articles
of  Incorporation or other organizational documents, and neither the Company nor
any  of  its  subsidiaries  is in default (and no event has occurred which, with
notice  or  lapse  of  time  or  both,  would  put  the  Company  or  any of its
subsidiaries  in  default) under, nor has there occurred any event giving others
(with  notice  or  lapse  of time or both) any rights of termination, amendment,
acceleration or cancellation, of any agreement, indenture or other instrument to
which  the  Company  or  any of its subsidiaries is a party, except for possible
defaults  or  rights  as  would  not,  in  the aggregate or individually, have a
Material  Adverse  Effect.  The  business of the Company and its subsidiaries is
not  being conducted and, so long as the Buyer owns any of the Securities, shall
not  be  conducted,  in  violation  of  any  law, ordinance or regulation of any
governmental  entity,  except for possible violations which neither singly or in
the  aggregate  would  have  a  Material Adverse Effect.  Except as specifically
contemplated  by  this  Agreement  or  as  required  under  the 1933 Act and any
applicable  state  securities  laws,  the  Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court,  governmental  agency,  individual  or entity in order for it to execute,
deliver and perform any of its obligations under the Agreements, the Note or the
Warrant  in  accordance  with  the  terms  thereof.

     (h)     SEC  Documents;  Financial  Statements.  Except  as  disclosed  on
             --------------------------------------
Schedule  3(h) hereof, since at least September 30, 2004, the Company has timely
filed  all reports, schedules, forms, statements and other documents required to
be  filed  by  it  with  the  SEC  pursuant to the reporting requirements of the
Securities  Exchange  Act  of 1934, as amended (the "1934 Act"), with all of the
foregoing  that  were  filed  prior to the date hereof and all exhibits included
therein  and  all  financial  statements and schedules thereto and all documents
(other  than  exhibits)  incorporated  by  reference  therein  being hereinafter
referred  to  as the "SEC Documents." The Company has delivered to the Buyer (to
the  extent  requested  by  the  Buyer)  true  and  complete  copies  of the SEC
Documents.  As  of  their  respective  dates,  the SEC Documents complied in all
material respects with the requirements of the 1934 Act and the applicable rules
and  regulations  of  the  SEC  promulgated  thereunder,  and  none  of  the SEC
Documents,  at  the  time  they  were  filed  with the SEC, contained any untrue
statement  of a material fact or omitted to state a material fact required to be
stated  therein  in  order  to  make  the  statements  therein,  in light of the
circumstances under which they were made, not misleading. As of their respective
dates,  the  financial  statements  of the Company included in the SEC Documents
complied  as  to  form  in  all  material  respects  with  applicable accounting
requirements  and  the  published  rules and regulations of the SEC with respect
thereto.  Such  financial  statements  (i) have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  except  (A)  as  may be otherwise indicated in such financial
statements  or  the  notes  thereto  or  (B)  in  the  case of unaudited interim
statements,  to  the  extent  they  may exclude footnotes or may be condensed or
summary  statements  and  (ii)  fairly  present  in  all  material  respects the
financial position of the Company as of the dates thereof and the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal  year-end  audit adjustments). No information
provided  by  or  on  behalf  of  the  Company  to the Buyer contains any untrue
statement  of a material fact or omits to state any material fact required to be
stated  therein  in  order  to  make  the  statements  therein,  in the light of


<PAGE>
the  circumstances  under which they are or were made, not misleading. Except as
set  forth  in  the  financial  statements  of  the  Company included in the SEC
Documents,  the  Company has no liabilities, contingent or otherwise, other than
(i)  liabilities  incurred  in the ordinary course of business subsequent to the
date  of  such  financial  statements  and  (ii) obligations under contracts and
commitments  incurred  in the ordinary course of business and not required under
generally  accepted  accounting  principles  to  be  reflected in such financial
statements,  in  each case of clauses (i) and (ii) above, which, individually or
in  the  aggregate,  are  not  material  to  the  financial condition, business,
operations,  properties,  operating results or prospects of the Company. The SEC
Documents  contain  a  complete and accurate description of all written and oral
contracts,  agreements,  leases or other instruments to which the Company or any
subsidiary  is  a party or by which the Company or any subsidiary is bound which
are required by the rules and regulations promulgated by the SEC to be disclosed
(each  a  "Contract").  None of the Company, its subsidiaries or, to the best of
the  Company's  knowledge,  any  of  the  other parties thereto, is in breach or
violation of any Contract, which breach or violation would, or with the lapse of
time,  the  giving  of  notice,  or  both,  have  a  Material  Adverse  Effect.

     (i)     Absence of Certain Changes; Bankruptcy.  Except as disclosed in the
             --------------------------------------
SEC  Documents,  since  at  least  November 23, 2004, there has been no material
adverse  change or development in the business, properties, operation, financial
condition,  results  of operations or prospects of the Company.  The Company has
not  taken  any steps, and does not currently have any reasonable expectation of
taking  any  steps,  to seek protection pursuant to any bankruptcy law, nor does
the Company have any knowledge that its creditors intend to initiate involuntary
bankruptcy  proceedings.

     (j)     Absence  of  Litigation.  Except  as  set  forth  in  the  attached
             -----------------------
Schedule  3(j)  or  in the SEC Documents filed prior to or for the quarter ended
September  30,  2004,  there  is  no  action,  suit,  proceeding,  inquiry  or
investigation  before or by any court, public board or governmental body pending
or,  to  the  knowledge  of  the  Company,  threatened  against or affecting the
Company,  wherein  an  unfavorable  decision,  ruling  or  finding  would have a
Material  Adverse  Effect  or  which  would  adversely  affect  the  validity or
enforceability  of,  or  the  authority or ability of the Company to perform its
obligations  under,  this Agreement or any of the documents contemplated herein.

     (k)     Foreign  Corrupt  Practices.  Neither  the  Company  nor any of its
             ---------------------------
subsidiaries,  nor any officer, director or other person acting on behalf of the
Company  or  any subsidiary has, in the course of his, her or its actions for or
on  behalf  of  the  Company,  (i)  used  any  corporate  funds for any unlawful
contribution,  gift,  entertainment  or  other  unlawful  expense  relating  to
political  activity,  (ii)  made  any direct or indirect unlawful payment to any
foreign  or domestic government official or employee from corporate funds, (iii)
violated  or  is  in  violation  of  any  provision  of the U.S. Foreign Corrupt
Practices  Act  of  1977,  as  amended,  or (iv) made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government  official  or  employee.


<PAGE>
     (l)     Brokers;  No General Solicitation.  The Company has taken no action
             ---------------------------------
that  would  give  rise  to  any  claim by any person for brokerage commissions,
finder's  fees  or  similar  payments  relating  to  this  Agreement  and  the
transactions  contemplated  hereby,  other  than  as  set  forth in the attached
Schedule 3(l) or the Disbursement Instructions. The Company acknowledges that no
broker  or  finder  was  involved  with respect to the transactions contemplated
hereby,  other  than  as  set  forth  in  the  attached  Schedule  3(l)  or  the
Disbursement  Instructions.  Neither  the Company nor any other person or entity
participating  on  the Company's behalf in the transactions contemplated hereby,
nor  any  person  or  entity  acting for the Company or any such other person or
entity,  has  conducted  any "general solicitation," as described in Rule 502(c)
under  Regulation  D,  with  respect  to  the  Securities.

     (m)     Status  of  Assets.  Except as described on Schedule 3(m) or in the
             ------------------
SEC  Documents  filed  prior to or for the quarter ended September 30, 2004, the
Company  has good and marketable title to each of the assets that is material to
its  business,  free  and  clear  of  all  liens, claims, restrictions and other
encumbrances.

     (n)     Eligibility  to  File  Registration  Statement.  The  Company  is
             ---------------------------------------------
currently  eligible  to  file  registration statements with the SEC on Form SB-2
under  the  1933  Act.

     (o)     No  Encumbrances  on Shares.  To the Company's best knowledge after
             ---------------------------
inquiry  of  both  John Creel and Peter Dermutz, except as described on Schedule
3(o),  neither  Mr. Creel nor Mr. Dermutz has pledged, hypothecated or otherwise
encumbered  any  shares  in  the  Company  that  he  may  own.

     (p)     Validity  of  Pledge  Agreements.  To the Company's best knowledge,
             --------------------------------
the Pledge Agreements constitute valid and binding obligations of John Creel and
Peter  Dermutz,  enforceable  in  accordance  with  their  terms,  subject  to
bankruptcy,  insolvency,  moratorium  and  other  similar  laws  affecting  the
enforcement  of  creditors'  rights  generally.

     4.     COVENANTS  OF  THE  PARTIES.
            ---------------------------

     (a)     Best  Efforts.  Each  party  shall  use  its best efforts to timely
             -------------
satisfy  each  of the conditions to be satisfied by it as provided in Sections 6
and  7  of  this  Agreement.

     (b)     Securities  Laws.  The  Company shall timely file a Form D (and any
             ----------------
other  equivalent  form or notice required by applicable state law) with respect
to  the  Securities  if  and as required under Regulation D and applicable state
securities  laws  and  provide  copies  thereof  to  the  Buyer upon the Buyer's
request.  The  Company  shall,  on  or  before the Closing Date, take all action
necessary  in  order  to  sell  the  Securities  to the Buyer in compliance with
federal and applicable state securities laws, and shall provide written evidence
of  such  action  to  the  Buyer  upon  the  Buyer's  request.

     (c)     Reporting  Status.  So  long  as the Buyer beneficially owns any of
             -----------------
the Securities, the Company shall (i) file all reports required to be filed with
the  SEC  pursuant  to  the  1934  Act


<PAGE>
and  (ii)  maintain  its  status as an issuer required to file reports under the
1934  Act,  even  if  the 1934 Act or the rules and regulations thereunder would
permit  termination  of  such  status.

     (d)     Reservation  of  Shares.
             -----------------------

            (i)   The  Company  shall  at all times have authorized and reserved
for  the  purpose  of  issuance  that  number of shares of Common Stock which is
sufficient  to  provide for the issuance of all of the Conversion Shares and the
Warrant  Shares.  Prior to full payment of the Note and complete exercise of the
Warrant,  the  Company  shall  not  reduce  the number of shares of Common Stock
reserved for issuance hereunder without the written consent of the Buyer, except
for  a reduction proportionate to a reverse stock split which affects all shares
of  Common  Stock  equally.

            (ii)   If  at  any  date  the  Company shall not have authorized and
reserved for the purpose of issuance that number of shares of Common Stock which
is  sufficient  to  provide for the issuance of all of the Conversion Shares and
the  Warrant  Shares which could then be issued, within thirty (30) days of such
date  the  Company shall call and hold a special meeting of its shareholders for
the  sole  purpose of increasing the Company's authorized and unissued shares to
an  amount  sufficient  to  correct  such  deficiency.  In  connection with such
meeting,  (i)  the  Company's  officers  and  directors  shall  (A) recommend to
shareholders  that  they  vote  in  favor  of  such  increase  in  the number of
authorized and unissued shares and (B) vote all of their shares in favor of such
increase and (ii) the Company shall cause its officers and directors to act in a
manner  consistent  with  the  forgoing  clause  (i).

     (e)     Listing  or  Quotation.  The  Company  shall  promptly  secure  the
             ----------------------
listing  of  the  Warrant  Shares  and  the Conversion Shares upon each national
securities  exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance), and shall
maintain,  so  long as any other shares of Common Stock shall be so listed, such
listing  of  the Warrant Shares and the Conversion Shares as may exist from time
to  time  under  the  terms  of  this  Agreement  and/or the Registration Rights
Agreement.  The  Company  shall  at  all  times  comply in all respects with the
Company's  reporting, filing and other obligations under the by-laws or rules of
the  National  Association  of  Securities Dealers and the OTC Bulletin Board or
such  national securities exchange or other market on which the Common Stock may
then  be  quoted  or  listed,  as  applicable.

     (f)     Prospectus  Delivery  Requirement.  The  Buyer understands that the
             ---------------------------------
1933 Act requires delivery of a prospectus relating to the Conversion Shares and
the  Warrant  Shares  in  connection  with  any  sale  thereof  pursuant  to  a
registration  statement  under the 1933 Act, and the Buyer shall comply with any
applicable  prospectus  delivery requirements of the 1933 Act in connection with
any  such  sale.  The  Company  shall  have  the  right to rely upon the Buyer's
agreement  contained in this Section 4(g); therefore, with respect to any resale
of  the  Conversion  Shares  and  the  Warrant Shares by the Buyer pursuant to a
registration  statement,  any  certificate


<PAGE>
evidencing  such  Conversion  Shares  and  Warrant  Shares  shall  not contain a
restrictive  legend  of  any  kind.

     (g)     Intentional  Acts  or Omissions.  Neither party shall intentionally
             -------------------------------
perform  or  fail  to  perform  any  act  that,  if  performed  or omitted to be
performed,  would  prevent or excuse the performance of this Agreement or any of
the  transactions  contemplated  hereby.


     (h)     Expenses. At the Closing, the Company agrees to pay to, or  at  the
             --------
direction  of,  the  Buyer  an  amount  equal  to  the attorney's fees and other
expenses  incurred  by  Buyer  in  connection  with  the  Buyer's  due diligence
investigation, document preparation and escrow for the transactions contemplated
by  this  Agreement.

     (i)     Corporate  Status;  Taxes.  The  Company  shall, at least until the
             -------------------------
Buyer no longer holds any of the Securities, maintain its corporate existence in
good  standing  and  shall pay all taxes when due except for taxes it reasonably
disputes.

             5.     LEGEND;  TRANSFER  INSTRUCTIONS;  RELATED  MATTERS.
                    ---------------------------------------------------

     (a)     Transfer  Agent  Instructions.  Promptly  after receiving notice of
             -----------------------------
conversion  of  the  Note or exercise of the Warrant (as applicable), and in any
event  no  more than three (3) business days after the Company's receipt of such
notice  of conversion or exercise, the Company shall instruct its transfer agent
to  issue  certificates,  registered  in  the name of the Buyer or its permitted
nominee, for the  Conversion Shares and/or Warrant Shares in such amounts as are
specified  in  such  notice.  All  such  certificates shall bear the restrictive
legend  specified  in Section 2(g) of this Agreement only to the extent required
by applicable law and as specified in this Agreement or any documents referenced
herein.  The  Company  represents  and warrants that (i) no instructions will be
given by it to its transfer agent other than (A) the instructions referred to in
this Section 5 and (B) any stop transfer instructions required to give effect to
Section  2(f)  hereof  in  the  case of the Conversion Shares and Warrant Shares
prior  to  their  registration under the 1933 Act and (ii) the Conversion Shares
and  Warrant  Shares  shall  otherwise  be  freely transferable on the books and
records  of  the  Company  as  and to the extent permitted by applicable law and
provided  by  this Agreement, the Warrant and the Registration Rights Agreement.
Nothing  in  this  Section  shall  affect in any way the Buyer's obligations and
agreement  to  comply  with  all  applicable  securities laws upon resale of the
Conversion Shares and Warrant Shares. If the Buyer (i) provides the Company with
an  opinion  of  counsel reasonably satisfactory to Company that registration by
the  Buyer  of  the  Note, the Warrant, the Warrant Shares and/or the Conversion
Shares  is  not  required  under  the  1933  Act  or  (ii)  transfers any of the
Securities  to  an affiliate which is an accredited investor (in accordance with
the  provisions  of  this  Agreement)  or  in compliance with Rule 144, then, in
either  instance,  the  Company  shall  permit such transfer and, if applicable,
promptly (and in all events within three (3) trading days) instruct its transfer
agent  to  issue one or more certificates in such name and in such denominations
as  specified  by  the  Buyer.

     (b)     Removal  of  Legend.  The  Legend  shall  be  removed  from  any
             -------------------
certificate for a Security, and a certificate for a Security shall be originally
issued  without  the  Legend,  if, unless otherwise required by state securities
laws,  (i) the sale of such Security is registered under the 1933 Act,  (ii) the
holder  of  such  Security  provides  the  Company  with  an  opinion by counsel


<PAGE>
reasonably  satisfactory  to  the  Company, that is in form, substance and scope
reasonably  satisfactory  to  the  Company,  to the effect that a public sale or
transfer of such Security may be made without registration under the 1933 Act or
(iii)  such  holder provides the Company with assurances reasonably satisfactory
to  the  Company and its counsel that such Security can be sold pursuant to Rule
144.  The  Buyer  agrees  that  its  sale  of  all  Securities,  including those
represented  by  a  certificate from which the Legend has been removed, or which
were  originally  issued  without  the Legend, shall be made only pursuant to an
effective  registration  statement  (with delivery of a prospectus in connection
with  such  sale)  or  in  compliance  with  an  exemption from the registration
requirements  of  the  1933  Act.  In  the  event the Legend is removed from the
certificate for any Security or any certificate for a Security is issued without
the Legend and thereafter the effectiveness of a registration statement covering
the  sale  of  such  Security  is  suspended  or  the  Company determines that a
supplement  or amendment thereto is required by applicable securities laws, then
upon reasonable advance notice to the holder of such Security, the Company shall
be  entitled  to  require  that  the Legend be placed upon such Security,  which
Legend  shall  be  removed  when  such Security may again be sold pursuant to an
effective registration statement or Rule 144 or such holder provides the opinion
with  respect  thereto  described  in  clause  (ii)  above.

     (c)     Conversion  of  Note.  Subject  to the terms of the Note, the Buyer
             --------------------
shall have the right to convert the Note by delivering via facsimile an executed
and  completed  Notice of Conversion (as defined in the Note) to the Company and
delivering  within  three  (3)  business  days thereafter the original Notice of
Conversion and, if required by the Company, the original Note being converted by
overnight  courier  to the Company. Each date on which a Notice of Conversion is
faxed  to the Company in accordance with the provisions hereof shall be deemed a
"Conversion  Date."  The Company will then deliver the certificates representing
the  shares  of  Common Stock issuable upon conversion of the Note (along with a
replacement  Note  representing the principal amount of the original Note not so
converted,  if  applicable)  to  the Buyer or its designee via overnight courier
within  three (3) business days after the relevant Conversion Date (with respect
to  each conversion, the "Deadline"). Time is of the essence with respect to the
requirements  of  the  immediately  preceding  sentence.


     (d)  Exercise of Warrant. The Buyer shall have the right  to  exercise  the
          -------------------
Warrant by delivering via facsimile an executed and completed Notice of Exercise
(as  attached  to  the  Warrant)  to the Company and delivering within three (3)
business  days  thereafter  the  original  Notice  of  Exercise and the original
Warrant being exercised (if required by the Company) by overnight courier to the
Company.  Each  date  on  which  a Notice of Exercise is faxed to the Company in
accordance  with  the  provisions hereof shall be deemed an "Exercise Date." The
Company  will  transmit the certificates representing the shares of Common Stock
issuable  upon  exercise  of  the  Warrant  (along  with  a  replacement Warrant
representing  the amount of said Warrant not so exercised, if applicable) to the
Buyer or its designee via overnight courier within three (3) business days after
the relevant Exercise Date (with respect to each exercise, the "Deadline"). Time
is  of the essence with respect to the requirements of the immediately preceding
sentence.


<PAGE>
     (e)     Injunctive  Relief  for  Breach.  The  Company  acknowledges that a
             -------------------------------
breach of its obligations under Sections 5(a), 5(b), 5(c) and/or 5(d) above will
cause  irreparable  harm to the Buyer by vitiating the intent and purpose of the
transactions  contemplated  hereby.  Accordingly,  the  Company  agrees that the
remedy  at  law  for  a  breach  of its obligations under such Sections would be
inadequate and agrees that, in the event of a breach or threatened breach by the
Company,  the  Buyer shall be entitled, in addition to all other remedies at law
or  in  equity,  to an injunction restraining any breach and requiring immediate
issuance  and/or  transfer,  without  the necessity of showing economic loss and
without  any  bond  or  other  security  being  required.

     (f)     Liquidated Damages for Non-Delivery of Certificates. In addition to
             ---------------------------------------------------
the  provisions  of  Section 5(e) above, the Company understands and agrees that
any delay in the issuance of the certificates beyond the Deadline will result in
substantial  economic  loss  and  other  damages  to  the  Buyer.  As  partial
compensation  to  the  Buyer for such loss, the Company agrees to pay liquidated
damages  (which  the  Company  acknowledges  is  not a penalty) to the Buyer for
issuance and delivery of the certificates after the Deadline, in accordance with
the  following  schedule  (where  "No.  of Business Days Late" is defined as the
number  of business days beyond five (5) business days from the date of delivery
by  the  Buyer  to  the Company of a facsimile Notice of Conversion or Notice of
Exercise  or, if later, from the date on which all other necessary documentation
duly executed and in proper form required for conversion of the Note or exercise
of  the  Warrant  has  been delivered to the Company, but only if such necessary
documentation  has  not  been  delivered  to  the  Company  within the three (3)
business day period after the facsimile delivery to the Company of the Notice of
Conversion  or  Notice  of  Exercise  required  in  this  Agreement):


     No. of Business Days Late     Liquidated Damages (in US$)
     -------------------------     ---------------------------

                1                          $300
                2                          $400
                3                          $500
                4                          $600
                5                          $700
                6                          $800
                7                          $900
                8                          $1,000
                9                          $1,250
                10                         $1,500
                11+                        $1,750 + $1,000 for
                                           each Business Day Late
                                           beyond 11 days

     Subject  to  the  Buyer's  right,  in  its  sole discretion, to add accrued
liquidated  damages  on  to the principal amount of the Note (as provided in the
Note),  the  Company  shall  pay the Buyer any liquidated damages incurred under
this  Section  5(f)  by certified or cashier's check upon the earlier of (i) the
issuance  to  the  Buyer  of  the certificates with respect to which the damages


<PAGE>
accrued  or  (ii)  each monthly anniversary of the receipt by the Company of the
Buyer's Notice of Conversion or Notice of Exercise, as the case may be.  Nothing
herein  shall limit the Buyer's right to pursue actual damages for the Company's
failure  to  issue  and deliver certificates to the Buyer in accordance with the
terms  of  this  Agreement  or  for  breach  by  the  Company of this Agreement.

     6.     CONDITIONS  TO  THE COMPANY'S OBLIGATION TO SELL.  The obligation of
            ------------------------------------------------
the Company hereunder to sell the Note and the Warrant at the Closing is subject
to  the  satisfaction,  on  or before the Closing Date, of each of the following
conditions;  provided, however, that these conditions are for the Company's sole
benefit  and  may  be  waived by the Company at any time in its sole discretion:

     (a)     The  Buyer  shall  have  (i) executed the Agreements (to the extent
required  thereby)  and (ii) delivered such documents or signature pages thereof
(via  facsimile or as otherwise provided in the Escrow Agreement), together with
such  other  items  as  may  be required by this Agreement, to the Escrow Agent.

     (b)     The Buyer shall have delivered to the Escrow Agent on behalf of the
Company  the  Purchase  Price  by  wire  transfer of immediately available funds
pursuant  to  the  wiring  instructions  provided  by  the  Escrow  Agent.

     (c)     The  representations  and warranties of the Buyer in this Agreement
shall be true and correct in all material respects as of the date made and as of
the  Closing  Date  as  though made at that time (except for representations and
warranties  that  speak  as  of  a  specific  date),  and  the  Buyer shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with  by  the  Buyer  at  or  prior  to  the  Closing  Date.

     (d)     No  statute,  rule,  regulation, executive order, decree, ruling or
injunction  shall  have  been  enacted,  entered  or  issued  by  any  court  or
governmental  authority  of  competent  jurisdiction  or  any  self-  regulatory
organization  having  authority  over  the  matters  contemplated  hereby  which
restricts  or prohibits the consummation of any of the transactions contemplated
herein.

     7.     CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.  The obligation of
            ------------------------------------------------
the Buyer to purchase the Note and Warrant is subject to the satisfaction, on or
before the Closing Date, of each of the following conditions; provided, however,
that these conditions are for the sole benefit of the Buyer and may be waived by
the  Buyer  at  any  time  in  its  sole  discretion:

     (a)     The  Company  shall  have  (i)  executed  the  Agreements  and (ii)
delivered  such  documents  and  the  executed  Pledge  Agreements  and  the SVB
Subordination  Agreement,  or signature pages thereof (via overnight delivery or
as  otherwise  provided in the Escrow Agreement), together with such other items
as  may  be  required  by  this  Agreement,  to  the  Escrow  Agent.


<PAGE>
     (b)     The  Company  shall  have  issued  and  have  duly  executed by the
authorized  officers of the Company, and delivered to the Escrow Agent on behalf
of  the  Buyer,  the  original  Note  and  Warrant (via overnight delivery or as
otherwise  provided  by  the  Escrow  Agreement).

     (c)     The representations and warranties of the Company in this Agreement
shall be true and correct in all material respects as of the date made and as of
Closing  Date  as  though  made  at  that  time  (except for representations and
warranties  that  speak  as  of  a  specific  date),  and the Company shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied with by the Company at or prior to the Closing Date.  The Buyer may
require  a  certificate,  executed by the Chief Executive Officer of the Company
and  dated  as of the Closing Date, to the foregoing effect and as to such other
matters  as  may  be  reasonably  requested  by  the  Buyer.

     (d)     The  Common  Stock  shall  be  authorized  for quotation on the OTC
Bulletin  Board  (or  listing on a national securities exchange or other market)
and  trading in the Common Stock on such market shall not have been suspended by
the  SEC  or  other  relevant  regulatory  agency.

     (e)     No  statute,  rule,  regulation, executive order, decree, ruling or
injunction  shall  have  been  enacted,  entered  or  issued  by  any  court  or
governmental  authority  of  competent  jurisdiction  or  any  self-  regulatory
organization  having  authority  over  the  matters  contemplated  hereby  which
restricts  or prohibits the consummation of any of the transactions contemplated
herein.

     8.     GOVERNING  LAW;  MISCELLANEOUS.
            ------------------------------

     (a)     Governing  Law. This Agreement shall be governed by and interpreted
             --------------
in  accordance  with  the  laws  of  the  State  of Kansas without regard to the
principles of conflict of laws.  Service of process in any civil action relating
to or arising out of this Agreement (including  all Exhibits or Schedules or any
addenda  hereto)  or the transactions contemplated herein may be accomplished in
any  manner  provided  by  law.  The  parties  hereto  agree  that  a  final,
non-appealable  judgment  in any such suit or proceeding shall be conclusive and
may  be enforced in other jurisdictions by suit on such judgment or in any other
lawful  manner.

     (b)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
identical  counterparts,  all  of  which  shall  be  considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  signature  pages  from  such counterparts have been delivered to the
Escrow  Agent.

     (c)     Headings;  Interpretation.  The  headings of this Agreement are for
             -------------------------
convenience  of  reference  and  shall  not  form  a  part  of,  or  affect  the
interpretation  of this Agreement.  As used herein, the masculine shall refer to
the  feminine  and  neuter, and vice versa, as the context may require.  As used
herein,  unless  the  context  clearly  requires  otherwise, the words "herein,"


<PAGE>
"hereunder"  and  "hereby," shall refer to this entire Agreement and not only to
the  Section  or  paragraph  in  which such word appears.  If any date specified
herein falls on a Saturday, Sunday or public or legal holiday, the date shall be
construed  to  mean  the  next  business  day following such Saturday, Sunday or
public  or  legal  holiday.  For purposes of this Agreement, a "business day" is
any  day  other  than a Saturday, Sunday or public or legal holiday.  Each party
intends  that  this  Agreement  be  deemed  and  construed  to have been jointly
prepared  by the parties. As a result, the parties agree that any uncertainty or
ambiguity  existing  herein  shall  not  be  interpreted against either of them.

     (d)     Severability.  If  any provision of this Agreement shall be invalid
             ------------
or  unenforceable in any jurisdiction, such invalidity or unenforceability shall
not  affect the validity or enforceability of the remainder of this Agreement in
that  jurisdiction  or  the  validity or enforceability of any provision of this
Agreement  in  any  other  jurisdiction.

     (e)     Entire  Agreement;  Amendments.   This  Agreement and the documents
             ------------------------------
referenced  herein  (which  are  incorporated  herein  by reference) contain the
entire  understanding  of the parties with respect to the matters covered herein
and  supercede all prior agreements, negotiations and understandings, written or
oral,  with  respect  to  such subject matter.  Except as specifically set forth
herein,  neither  the  Company nor the Buyer makes any representation, warranty,
covenant  or  undertaking  with  respect  to  such matters. No provision of this
Agreement  shall  be  waived  or  amended other than by an instrument in writing
signed  by  the  party  to be charged with enforcement.  No delay or omission of
either party hereto in exercising any right or remedy hereunder shall constitute
a  waiver  of  such  right  or  remedy, and no waiver as to any obligation shall
operate  as  a  continuing  waiver  or  as  a  waiver  of any subsequent breach.

     (f)     Notices.  Any  notices  required or permitted to be given under the
             -------
terms  of this Agreement shall be in writing and sent by U. S. Mail or delivered
personally  or  by  overnight  courier or via facsimile (if via facsimile, to be
followed  within  one (1) business day by an original of the notice document via
overnight  courier)  and shall be effective (i) five (5) days after being placed
in  the mail, if mailed, certified or registered, return receipt requested, (ii)
upon  receipt,  if  delivered  personally  or  (iii) one (1) day after facsimile
transmission  or  delivery  to a courier service for overnight delivery, in each
case properly addressed to the party to receive the same. The addresses for such
communications  shall  be  as  follows:


If to the Company:    Rapidtron, Inc.
                      3151 Airway Avenue, Building Q
                      Costa Mesa, California 92626
                      Telephone: (949) 798-0652
                      Facsimile: (949) 474-4550
                      Attention: John Creel

If to the Buyer:      Oceanus Value Fund, L.P.
                      225 North Market Street, Suite 220
                      Wichita, Kansas 67202
                      Telephone: (316) 262-8874
                      Facsimile: (316) 267-0204
                      Attention: John C. Tausche


<PAGE>
     Each party shall provide written notice to the other party of any change in
address.

     (g)     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted assigns. Neither the Company nor the Buyer shall assign this Agreement
or  any rights or obligations hereunder without the prior written consent of the
other  (which consent shall not be unreasonably withheld) and, in any event, any
assignee  of the Buyer shall be an accredited investor (as defined in Regulation
D),  in  the  written  opinion  of counsel who is reasonably satisfactory to the
Company and in form, substance and scope reasonably satisfactory to the Company.
Notwithstanding  the  foregoing,  if applicable, the Buyer may assign its rights
hereunder to any of its "affiliates," as that term is defined in Rule 405 of the
1933  Act,  without  the consent of the Company; provided, however, that (i) any
such  assignment  shall  not  release  the  Buyer from its obligations hereunder
unless  such  obligations  are  assumed  by  such  affiliate  and  (ii)  no such
assignment  shall  be  made  unless it is made in accordance with any applicable
securities laws.  Any request for consent to an assignment made hereunder by the
Buyer  shall  be  accompanied  by  a  legal opinion in form, substance and scope
reasonably  satisfactory  to  the  Company  that such assignment is proper under
applicable  law.  Notwithstanding anything herein to the contrary, the Buyer may
pledge  all  or  any  part  of the Securities as collateral for a bona fide loan
pursuant  to  a  security  agreement  with a third party lender, and such pledge
shall  not be considered an assignment in violation of this Agreement so long as
it  is  made  in  compliance  with  all  applicable  laws.

     (h)     No  Third  Party Beneficiaries.  This Agreement is intended for the
             ------------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.

     (i)     Survival.  Unless  this  Agreement is terminated under Section 8(l)
             --------
below, the representations and warranties of the Company and the Buyer contained
herein,  and  the  agreements  and covenants set forth herein, shall survive the
Closing.

     (j)     Publicity.  The  Company  and  the  Buyer  shall  have the right to
             ---------
review,  before  issuance  by  the  other,  any  press  releases or other public
statements  with  respect  to  the  transactions  contemplated hereby; provided,
however, that (i) the Company shall be entitled, without prior consultation with
or  approval  of the Buyer, to make any press release or other public disclosure
with  respect  to  such  transactions  that  is  required  by  applicable law or
regulations  and  (ii)  the  Buyer  and it affiliates shall be entitled, without
prior  consultation  with  or  approval  of  the  Company,  to  publish  a
"tombstone" describing  the  financing  provided  pursuant  to  this  Agreement.

     (k)     Further Assurance.  Each party shall do and perform, or cause to be
             -----------------
done  and performed, at its expense, all such further acts and things, and shall
execute  and  deliver  all  such


<PAGE>
other  agreements,  certificates,  instruments and documents, as the other party
may  reasonably  request  in  order  to  carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

     (l)     Termination.  In the event that the Closing shall not have occurred
             -----------
on  or  before  December  15, 2004, this Agreement may be terminated at any time
thereafter  by  written  notice  from  one party to the other.  Such termination
shall not be the sole remedy for a breach of this Agreement by the non-breaching
party,  and  each  party  shall  retain all of its rights hereunder at law or in
equity. Notwithstanding anything herein to the contrary, a party whose breach of
a  covenant  or  representation  and  warranty or failure to satisfy a condition
prevented  the  Closing  shall  not  be  entitled  to  terminate this Agreement.

     (m)     Remedies.  No  provision  of  this  Agreement  providing  for  any
             --------
specific  remedy  to  a  party  shall  be  construed  to limit such party to the
specific  remedy  described,  and  that any other remedy that would otherwise be
available  to  such  party  at  law  or  in equity shall also be available.  The
parties  also  intend  that  the rights and remedies hereunder be cumulative, so
that  exercise  of any one or more of such rights or remedies shall not preclude
the  later  or  concurrent  exercise  of  any  other  rights  or  remedies.

     (n)     Attorney's  Fees.   If  any party to this Agreement shall bring any
             ----------------
action  for  relief  against the other arising out of or in connection with this
Agreement,  in  addition to all other remedies to which the prevailing party may
be entitled, the losing party shall be required to pay to the prevailing party a
reasonable  sum  for  attorney's fees and costs incurred in bringing such action
and/or  enforcing  any judgment granted therein, all of which shall be deemed to
have  accrued  upon the commencement of such action and shall be paid whether or
not  such  action  is  prosecuted to judgment.  Any judgment or order entered in
such  action  shall  contain  a specific provision providing for the recovery of
attorney's fees and costs incurred in enforcing such judgment.  For the purposes
of  this  Section,  attorney's  fees  shall  include,  without  limitation, fees
incurred  with  respect  to  the  following:  (i)  post-judgment  motions,  (ii)
contempt  proceedings,  (iii)  garnishment,  levy  and  debtor  and  third party
examinations,  (iv)  discovery  and  (v)  bankruptcy  litigation.

     IN WITNESS WHEREOF, the Buyer and the Company have caused this Agreement to
be  duly  executed  by  their  respective  authorized  persons on the date first
written  above.
                                             RAPIDTRON, INC.

                              By:
                                 ----------------------------
                                        President
                              By:
                                        Secretary

                              OCEANUS VALUE FUND, L.P.
                              By: Oceanus Asset Management, L. L. C.,
                                  General Partner

                              By:
                                 ------------------------------
                                     John C. Tausche, Member


<PAGE>
     For  good  and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the undersigned hereby agree to be bound by the terms
of  Section  4(d)(ii)  above  as  it  relates  to  them  personally.

      ----------------------------
        John Creel, individually                     Peter Dermutz, individually





     LIST  OF  EXHIBITS AND  SCHEDULES
     ---------------------------------


Exhibit A     15% Secured Convertible Promissory Note
Exhibit B     Warrant to Purchase Common Stock
Exhibit C     Security Agreement
Exhibit D     Subordination Agreement with Silicon Valley Bank
Exhibit E     Form of Guaranty, Pledge and Security Agreement
Exhibit F     Registration Rights Agreement
Exhibit G     Disbursement Instructions
Exhibit H     Escrow Agreement

Schedule 3(c)
Schedule 3(g)
Schedule 3(h)
Schedule 3(j)
Schedule 3(l)
Schedule 3(m)
Schedule 3(o)


<PAGE>
                                  SCHEDULE 3(C)
                                 CAPITALIZATION
                                 --------------

          None other than what has been reflected in the SEC Documents.


                                  SCHEDULE 3(G)
                                  NO CONFLICTS
                                  ------------

                                      None


                                  SCHEDULE 3(H)
                       SEC DOCUMENTS; FINANCIAL STATEMENTS
                       -----------------------------------

                                      None


                                  SCHEDULE 3(J)
                              ABSENCE OF LITIGATION
                              ---------------------

                                      None


                                  SCHEDULE 3(L)
                        BROKERS; NO GENERAL SOLICITATION
                        --------------------------------

     Scott  Liolios - Bathgate Capital - 2% commission based on agreement signed
on


<PAGE>
October  22,  2003.


                                  SCHEDULE 3(M)
                                STATUS OF ASSETS
                                ----------------

     None  other than those disclosed in the SEC Documents filed prior to or for
the  quarter  ended  September 30, 2004.   The LDM Enterprises agreement will be
terminated  at  the  Closing.


                                  SCHEDULE 3(O)
                            NO ENCUMBRANCES ON SHARES
                            -------------------------

              None other than those disclosed in the SEC Documents.


<PAGE>