AMENDMENT NO. 1 TO LOAN AGREEMENT

     This  Amendment  No.  1  to  Loan  Agreement  (this  "AMENDMENT"),  is made
effective  as  of  November  22,  2004, by and between Rapidtron, Inc., a Nevada
corporation  (the  "COMPANY"),  and  LDM  Enterprises, LLC, a California limited
liability  company  ("Lender"),  in connection with that certain Loan Agreement,
dated  effective  as  of  October  8,  2004  (the  "MASTER  AGREEMENT"):

     FOR  GOOD  AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1.     Amount  of Loan.  The amount of the Loan is hereby increased to $375,000.
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2.     Maturity  Date.  The  Maturity  Date  is  extended  to December 15, 2004.
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3.     Schedule  1.  Schedule  1  is  hereby  amended  and  restated as follows:
       -----------

     Use of Proceeds
     ---------------
<TABLE>
<CAPTION>
<S>            <C>
----------------------------
SCI              $250,000.00
-------------  -------------
GT               $ 80,000.00
-------------  -------------
LR               $ 20,000.00
-------------  -------------
Squar Milner     $ 25,000.00
----------------------------
</TABLE>

4.     Acknowledgment  and  Consent  of  Guarantors.  By  signing  below,  the
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undersigned Guarantors of the Master Agreement hereby acknowledge and consent to
this  Amendment  and  agree  that  the "Obligations" as defined in the Guaranty,
dated  October  8,  2004,  shall  include  for  all  purposes  this  Amendment.
Guarantors  acknowledge  that  Lender  is  relying  upon this acknowledgment and
consent  in  order to advance additional principal to Borrower and to enter into
this  Amendment,  and  hereby  consents to the recording of the original Deed of
Trust  previously  executed  and  delivered  as  security  for  the  Guaranty.

5.     Non-Impairment.  Except  as  expressly  modified  herein,  the  Master
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Agreement shall continue in full force and effect, and the parties hereby ratify
and  reaffirm  the  Master  Agreement  as  modified  herein.

6.     Defined  Terms.  All  capitalized  terms  used  in this Amendment and not
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otherwise  defined  herein  shall  have  the  meaning given to such terms in the
Master  Agreement.

7.     Inconsistencies.  In  the  event  of  any  inconsistency,  ambiguity  or
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conflict  between  the  terms and provisions of this Amendment and the terms and
provisions  of  the Master Agreement, the terms and provisions of this Amendment
shall  control.

8.     Counterparts.  This  Amendment  may  be  executed  in  any  number  of
       ------------
counterparts,  each of which when executed will be deemed an original and all of
which,  taken  together,  will  be  deemed  to  be  one and the same instrument.

IN  WITNESS  WHEREOF,  the  parties  have executed this Amendment as of the date
first  written  above.

RAPIDTRON, INC.,                 LDM ENTERPRISES, LLC,
a Nevada corporation             a California limited liability company


By:_________________________     By:_______________________
   John Creel, President            Raymond A. Lee, Manager