CONVERTIBLE SECURED PROMISSORY NOTE
                       -----------------------------------


$350,000
                                                                 OCTOBER 8, 2004
                                                                 ---------------
                                                          COSTA MESA, CALIFORNIA
                                                          ----------------------


FOR  VALUE  RECEIVED,  RAPIDTRON,  INC.,  a Nevada corporation ("MAKER"), hereby
promise  to  pay  to  the  order  of  LDM Enterprises, LLC, a California limited
liability  company  ("HOLDER"),  at  Holder's address for notice as set forth in
Section  12  hereof  or at such other address as Holder may designate by written
notice  delivered  to Maker at any time and from time to time, the principal sum
credited  or  disbursed  to Maker from time to time, not to exceed Three Hundred
Fifty  Thousand and 00/100 Dollars ($350,000.00), plus interest on the principal
amount  disbursed  and  other  fees and costs due hereunder, as set forth below.

     1.   Interest  Rate.  Interest  upon  the  principal amount disbursed under
          --------------
this  Note  plus any other fees and costs due hereunder shall accrue at the rate
of  ten  percent  (10%)  per  annum.  NOTICE:  Under  no  circumstances will the
interest  rate  of this Note be more than the maximum rate allowed by applicable
law.

     2.   Payments/Maturity.  The  entire  indebtedness  evidenced by this Note,
          -----------------
including the entire principal balance outstanding hereunder, any and all unpaid
interest accrued thereon, and any and all other amounts due and owing hereunder,
shall  be  due  and  payable  in full on November 8, 2004 (the "MATURITY DATE").
Maker  may  prepay  the principal and interest due hereunder at any time without
additional  fee  or  penalty.

     3.   No  Setoff.  All payments made hereunder shall be made in lawful money
          ----------
of the United States of America without setoff, deduction or counterclaim of any
kind  whatsoever.

     4.   Default  and  Acceleration.  For purposes of this Note, Maker shall be
          --------------------------
in  "DEFAULT"  under  this  Note  if any one of the following events occurs: (a)
Maker fails to make any payment of interest, principal or other amount hereunder
on or before the Maturity Date; (b) Maker admits in writing Maker's inability to
pay  Maker's  debts as such debts become due, makes a general assignment for the
benefit  of  creditors,  or  files  any  petition or action for relief under any
bankruptcy,  reorganization, insolvency or moratorium law or under any other law
for  the  relief of, or relating to, debtors; (c) Maker commits any breach of or
default under this Note or any instrument securing or otherwise assuring payment
of or performance under this Note; (d) any involuntary petition is filed against
Maker  under  any  bankruptcy,  reorganization,  insolvency or moratorium law or
under  any  other  law for the relief of, or relating to, debtors; (e) a levy or
writ  of  attachment  or  garnishment or other like judicial process is filed or
issued  against or upon the Maker or any of the "Collateral" (defined in Section
13  below);  or (f) Holder deems itself insecure, believing that the prospect of
payment  under this Note is impaired or fears the Collateral is at risk of being
compromised.  Notwithstanding  any other provision of this Note to the contrary,
upon  the  occurrence  of  a  Default,  Holder  may, at Holder's option but with
written  notice  to  Maker,  the  entire  indebtedness  evidenced  by this Note,
including the entire principal balance outstanding hereunder, any and all unpaid
interest  accrued thereon and any and all other amounts due and owing under this
Note,  shall  immediately  be  due  and  payable.

     5.   Late  Charge.  If  Maker  fails  to  pay  any  amount  due  hereunder
          ------------
(including, without limitation, any monthly installment or the final installment
of  principal  and interest due on the Maturity Date) on or before the due date,
Maker  shall  pay a late charge of five percent (5%) of the amount past due (the
"LATE FEE").  Maker acknowledges and agrees that it would be extremely difficult
or impracticable to fix the actual damages resulting from Maker's failure to pay
amounts  when  due,  and  therefore,  Maker shall pay such late charges not as a
penalty,  but  for the purpose of defraying the administrative expenses incident
to  handling  amounts  past  due.  Such  late  charges  represent the reasonable
estimate  of  such expenses.  The late charges shall be payable by Maker without
prejudice  to the rights of Holder to collect any other amounts to be paid under
this  Note  or any Security Document (including, without limitation, interest at
the  Default  Rate pursuant to Section 6, below and other collection fees) or to
accelerate  all  sums  due  hereunder  pursuant  to  Section  4,  above.


                                        1
<PAGE>
     6.   Default  Rate.  Notwithstanding anything in this Note to the contrary,
          -------------
upon  and  after a Default, interest shall accrue on the unpaid principal at the
interest rate of the greater of (a) fourteen percent (14%) per annum, or (b) the
Prime  Rate  as published by U.S. Bank for its U.S. customers, plus eight points
(the  "DEFAULT  RATE"').  The  unpaid  principal  shall  accrue  interest at the
Default  Rate  only  until  the Default is cured.  Maker acknowledges and agrees
that  it  would  be extremely difficult or impractical to fix the actual damages
resulting  from Maker's failure to pay the principal, accrued interest and other
sums  due  on  the  Maturity Date, and therefore Maker shall pay interest at the
Default  Rate  not  as a penalty, but for purposes of defraying the expenses and
losses  incident  to  the  loss  of the past due principal, accrued interest and
other  sums  due  under  this Note.  Interest at the Default Rate represents the
reasonable  estimate  of such expenses and losses.  Interest at the Default Rate
shall  be  payable by Maker without prejudice to the rights of Holder to collect
any  other  amounts  to  be  paid  under  this  Note  or  any  Security Document
(including,  without  limitation, the Late Fee pursuant to Section 5, above), or
to  accelerate  all  sums  due  hereunder  pursuant  to  Section  4,  above.

     7.   Conversion.  If  Maker is in Default of this Note, then Holder may, at
          ----------
any  time prior to the cure of such Default in its sole and absolute discretion,
convert  the  entire outstanding principal balance of this Note into that number
of  shares  of common stock of the Corporation as determined by dividing (i) the
outstanding principal amount under this Note, by (ii) the "Conversion Price" (as
defined  below).  In  connection with such conversion, no fraction of a share of
common  stock  shall  be  issued.  Such  right  to  conversion  shall  terminate
immediately  following  the  Maturity  Date.  The  term "COMMON STOCK" means the
common stock of Rapidtron, Inc., a Nevada corporation (the "CORPORATION") issued
upon  conversion  of this Note.  The term "CONVERSION PRICE" means the lesser of
(a) $0.33 per share, or (b) the average lowest closing bid price during the five
(5)  trading  days  immediately  prior to the "Conversion Date" (defined below),
each  as  reported  by  Bloomberg,  or if no report is provided by Bloomberg, as
reported  by  Nasdaq's  OTC Bulletin Board or other U.S. national trading market
upon  which  the  Corporation's  common  stock  is traded.  Holder shall have no
obligation  to  convert  the  Note  pursuant  to  this  Section  7, and any such
conversion  shall  not  be  deemed  a waiver of any of Holder's remedies for any
Default,  including  the  collection  of  the  Late  Fee  or  Default  Interest.

          7.1  Effect  of  Conversion.  Immediately  following  tender  of  the
               ----------------------
original Note and other items required by Section 7 and its related subsections,
this  Note  shall be deemed no longer outstanding and all rights with respect to
this  Note  shall  immediately cease and terminate, except only the right of the
Holder  to receive shares of Common Stock in exchange therefor.  Upon conversion
but  subject  to  the  terms  and  conditions  of the Corporation's Shareholders
Agreement,  Certificate of Incorporation and related documents, the Holder shall
be  admitted  as a constituent shareholder of the Corporation holding the Common
Stock.

          7.2  Securities  Representations.  Upon  conversion  of this Note, the
               ---------------------------
registered Holder shall execute and deliver to the Corporation an instrument, in
form and substance satisfactory to the Corporation, representing that either (a)
Holder  is  an  "Accredited  Investor"  within  the  meaning  of  the  rules and
regulations  promulgated  under  the  Securities  Act  of  1933, as amended (the
"SECURITIES  ACT");  and  that  the  shares of Common Stock issued to Holder are
being acquired for such Holder's own account, for investment and not with a view
to  sale,  transfer,  assignment  or  distribution  within  the  meaning  of the
Securities  Act,  or  (b)  Holder  is  not a "U.S. Person" within the meaning of
Regulation  S promulgated under the Securities Act, the sale of the Common Stock
to  Holder  qualifies  for  an  exemption  from  registration in accordance with
Regulation  S,  and  such  other  representations  and warranties as may then be
appropriate  under  Regulation  S.

          7.3  Delivery  of  Documents.  To  convert  this Note, the Holder must
               -----------------------
surrender  the  original  of  this  Note  to  the  Corporation  at  its offices,
accompanied  by a Conversion Notice in the form attached hereto as Exhibit A and
                                                                   ---------
such  other  documents  as  may  be  reasonably  required  by the Corporation in
connection  with  the  issuance  of shares of Common Stock to Holder, including,
without  limitation, an investor questionnaire related to Holder's qualification
as  an  Accredited  Investor.  "CONVERSION  DATE"  shall  mean  the  date Holder
delivers  all  of  the  foregoing  documents.

          7.4  Failure  to  Issue  Common Stock.  Failure to issue unrestricted,
               --------------------------------
freely tradable Common Stock to the purchasers following Conversion and pursuant
to  the  effective  Registration  filed  pursuant  to  this  Note


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<PAGE>
shall  be considered a Default, which if not cured within 10 days, shall entitle
the  Holder  to  accelerate  full  repayment  of the Note then outstanding.  The
Corporation  acknowledges  that  the  failure to honor a Conversion Notice shall
cause  definable  financial  hardship  on  Holder.

          7.5  Reservation  of  Common  Stock.  At  all  times  until  the total
               ------------------------------
outstanding  balance  of  this  Note is paid in full, the Corporation shall keep
available  Common  Stock  duly authorized for issuance against this Note.  If at
any  time,  the  Corporation does not have available an amount of authorized and
non-issued  Common  Stock  necessary  to  satisfy  full  Conversion  of the then
outstanding  amount  of  the  Convertible, the Corporation shall call and hold a
special  meeting  within  30  days  of such occurrence, or as soon thereafter as
permitted  by  the  Securities and Exchange Act of 1934, for the sole purpose of
increasing  the  number  of  shares  of  Common  Stock authorized.  The Board of
Directors of the Corporation shall recommend to shareholders to vote in favor of
increasing  the  number  of  Common Stock authorized.  The Management shall also
vote  all  of  its  shares  in  favor  of  increasing the number of Common Stock
authorized.

     8.   Registration  and  Securities  Act  Compliance.

          8.1  No  Registration  on  Closing Date.  Holder acknowledges that the
               ----------------------------------
sale  of  this  Note  and  the  Common  Stock have not been registered under the
Securities  Act  or  any  applicable  state  laws.

          8.2  Securities Act Compliance.  This Note, any share of Common Stock,
               -------------------------
and  any  equity  securities in any successor entity for which such Common Stock
may be exchanged in a merger, shall not be sold or transferred unless either (i)
such  sale or transfer shall first have been registered under the Securities Act
and  any applicable state law, or (ii) such sale or transfer is exempt from such
registration  and  Holder  furnishes  to  the  Corporation  an  opinion of legal
counsel,  reasonably  satisfactory  to  the Corporation, to the effect that such
sale  or transfer is exempt from the registration requirements of the Securities
Act.

          8.3  Registration Following Default.  If Holder exercises the right to
               ------------------------------
convert  this  Note  pursuant to Section 7 above, then the Corporation shall, at
its  sole  cost  and expense, file a registration statement (the "REGISTRATION")
with  the  Securities  and Exchange Commission (the "SEC") within six (6) months
after  the  Conversion  Date for the public resale of the Common Stock by Holder
and  all  other  holders  of  the  Notes,  as  follows:

               (a)  The Corporation shall file the Registration on such forms as
may  be  available to the Corporation, in the Corporation's sole discretion, for
the  resale  of  its  common  stock, including a Form S-3, Form SB-2, or similar
forms.

               (b)  The  Holder  will  cooperate  with  the  Corporation  in all
respects in connection with the Registration, at Holder's sole cost and expense,
including  timely  supplying  all  information  reasonably  requested  by  the
Corporation  (which  shall  include  all  information  regarding  the Holder and
proposed  manner  of  sale  of  the Common Stock required to be disclosed in any
registration  statement)  and  executing  and returning all documents reasonably
requested  in  connection with the registration and sale of the Common Stock and
entering into and performing their obligations under any underwriting agreement,
if  the  offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.  Nothing
in  this Note shall obligate any Holder to consent to be named as an underwriter
in  any  registration  statement.  Any  delay  or delays caused by the Holder by
failure  to cooperate as required hereunder shall extend the deadline for filing
the  Registration.

               (c)  The Corporation shall keep such Registration effective until
the  Common  Stock  is  no  longer "restricted" under Rule 144 and may be freely
tradable  without  registration.

               (d)  If at any time or from time to time after the effective date
of  the  Registration,  the  Corporation  notifies  the Holder in writing of the
existence  of  a "Potential Material Event" (as defined below), the Holder shall
not  offer or sell any Common Stock or engage in any other transaction involving
or  relating to Common Stock, from the time of the giving of notice with respect
to  a Potential Material Event until the Holder receives written notice from the
Corporation  that such Potential Material Event either has been disclosed to the
public  or  no  longer


                                        3
<PAGE>
constitutes  a Potential Material Event; provided, however, that the Corporation
may  not  so  suspend  the right to Holder for more than twenty (20) days in the
aggregate  during the period the Registration is required to be in effect.  If a
Potential  Material  Event  shall  occur  prior  to the date the Registration is
required  to  be  filed,  then  the  Corporation's  obligation  to  file  such
Registration  shall  be  delayed  without  penalty for not more than twenty (20)
days.  The  Corporation  must,  if  lawful, give the Holder notice in writing at
least  two  (2)  trading  days  prior  to  the first day of the blackout period.

               (e)  If,  at  the  time  the  Holder  wishes to resell the Common
Stock,  the  Corporation's legal counsel determines that the Common Stock may be
resold  by  Holder  without  registration,  then notwithstanding anything to the
contrary  in  this  Section 8, the Corporation shall not be required to register
such resale; provided the Corporation permits such resale in accordance with any
such  exemption.

     9.   No  Assignment.  Maker  shall  not  assign  any  right,  title,
          --------------
interest,  power or privilege (or any part thereof) in, to or under this Note or
to  delegate any debt, duty, liability or obligation (or any part thereof) under
this  Note  without  the  prior  written  consent  of  Holder.

     10.  Severability.  The provisions of this Note are intended by Maker to be
          ------------
severable and divisible and the invalidity or unenforceability of a provision or
term  herein  shall not invalidate or render unenforceable the remainder of this
Note  or  any  part  thereof.

     11.  No  Waiver.  The  acceptance  by  Holder of any amount in payment less
          ----------
than  the  full amount due and payable shall not constitute a waiver of Holder's
right  to  accelerate  the  indebtedness  at that time or any subsequent time or
nullify  any prior acceleration unless Holder has expressly waived such right by
written  notice  to  Maker  or  such  waiver is implied or otherwise effected by
operation  of  law.

     12.  Notices.  All  notices required or permitted by this Guaranty 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  12.

     13.  Security.  As  a  condition  to  and  in  consideration of the amounts
          --------
loaned to Maker pursuant to this Note, the payment, performance and satisfaction
of  Maker's  debts,  duties, liabilities and obligations under this Note are and
shall be fully secured by a security interest in all of the assets of Maker (the
"COLLATERAL")  in  accordance with a separate Assignment and Security Agreement,
of even date herewith (the "SECURITY AGREEMENT"), duly executed and delivered by
Maker, and a personal guaranty of payment and performance executed and delivered
by  John  Creel,  an  individual.

     14.  Waivers  By  Maker.  Maker  (a) waives diligence, presentment, protest
          ------------------
and  demand,  and  (b) consents to the acceptance of security, or the release of
security,  for  this  Note,  all  without  in any way affecting the liability of
Maker.  The  right  to plead any and all statutes of limitations as a defense to
any  duty,  obligation, or liability under this Note, or any instrument securing
or  otherwise assuring payment of this Note, is expressly waived by Maker to the
fullest  extent  permitted  by  law.

     15.  Governing  Law.  This  Note  shall  be  governed  by and construed and
          --------------
interpreted  in accordance with the internal laws of the State of California, as
applied  to  contracts  between  California  residents  entered  into  and to be
performed  wholly  within  the  State  of  California.

     16.  Compliance  with  Laws.  Notwithstanding any provision of this Note to
          ----------------------
the  contrary,  the total liability for payments in the nature of interest shall
not  exceed  the  limits  imposed  by  the  applicable  usury  laws  of  the


                                        4
<PAGE>
State  of California.  If, from any circumstances whatsoever, fulfillment of any
provision  hereof  or  of  any other agreement evidencing, securing or otherwise
assuring payment of the debt, at the time performance of such provision shall be
due,  shall involve the payment of interest in excess of that authorized by law,
and  if  from any circumstances, Holder shall ever receive as interest an amount
which  would  exceed  the  highest  lawful rate applicable to Maker, such amount
which  would  be  excessive  interest  shall  be applied to the reduction of the
principal  balance  outstanding  under  this  Note  and  not  to  the payment of
interest.

     17.  Attorneys  Fees.  If  Holder  institutes any collection effort, of any
          ---------------
nature  whatsoever (expressly including any collection efforts in any bankruptcy
case),  for any amount due and payable hereunder following a Default, then Maker
shall  pay  to  Holder  forthwith  any  and all reasonable costs and expenses of
collection  actually  incurred  by  Holder,  including,  without  limitation,
reasonable  attorneys  fees,  accounting  fees,  expert witness fees and related
costs,  including  time for personnel of Holder, plus interest for such costs or
expenses  as  incurred, at the Default Rate, whether or not suit or other action
or proceeding is instituted.  The payment of any and all such costs and expenses
shall  be  fully secured by any and all instruments securing this Note and fully
assured  by  any  and  all  instruments assuring payment of this Note, including
without  limitation,  the  Security  Documents.  If  either  party  to this Note
commences  any  mediation,  arbitration,  administrative  proceeding or judicial
proceeding (each, a "PROCEEDING") to enforce or interpret any term, condition or
other  provision  of this Note, the prevailing party in such Proceeding shall be
entitled  to  recover reasonable attorneys fees, accounting fees, expert witness
fees and related costs incurred by such prevailing party in such Proceeding from
the  non-prevailing  party,  in  addition  to  any  other  relief  to which such
prevailing  party  may  be  entitled.

"MAKER"

RAPIDTRON,  INC.,
a  Nevada  corporation


By:________________________________________________________
      John Creel, President & Chief Executive Officer



Maker's  Address  for  Notice:
------------------------------

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

Holder's  Address  for  Notice:
------------------------------

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


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<PAGE>
               Exhibit "A" to Convertible Secured Promissory Note
                                    EXHIBIT A

                                CONVERSION NOTICE


     To:    RAPIDTRON, INC.

     The  undersigned  holder  of the within Notice hereby irrevocably exercises
the  option  to  convert  all  of the principal amount outstanding of the within
Debenture  into that number of shares of Common Stock determined by dividing the
outstanding  principal  amount  by  the  Conversion  Price  (as  defined  in the
Debenture)  in  accordance  with  the terms of the within Debenture, and directs
that  the  shares  issuable and deliverable upon the conversion be issued in the
name  of  and  delivered  to  the  undersigned  payee.

Date:   ____________________



[for individual]

_____________________________________________________
     (signature)


Printed Name and Capacity:________________________




[for entity]

_____________________________________________________

By:__________________________________________________
               (signature)

Name:________________________________________________

Title:_______________________________________________