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.

THIS  NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED DECEMBER
1,  2004  (THE  "SUBORDINATION  AGREEMENT") IN FAVOR OF SILICON VALLEY BANK (THE
"SENIOR  LENDER"),  AND THE RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY
AGREEMENT,  AS  DEFINED  BELOW,  ARE  SUBORDINATE TO THOSE OF THE SENIOR LENDER.


                             DATE: DECEMBER 1, 2004

     $400,000.00

                                 RAPIDTRON, INC.

                     15% SECURED CONVERTIBLE PROMISSORY NOTE
                               DUE MARCH 31, 2005

     This  15%  Secured  Convertible  Promissory  Note (the "Note") is issued by
Rapidtron,  Inc.,  a  corporation  duly organized and validly existing under the
laws of the State of Nevada (the "Company"), pursuant to that certain Securities
Purchase  Agreement  (the "Agreement") entered into concurrently herewith by and
between  the  Company  and  Oceanus  Value  Fund,  L.P.

     1.     Payment  Obligation.   For  value  received, the Company promises to
            -------------------
pay  to  Oceanus  Value  Fund,  L.P.  or  its  permitted  successors and assigns
(collectively,  the "Holder"), (i) the principal amount of Four Hundred Thousand
Dollars  ($400,000)  (to  which  may be added any liquidated damages that accrue
pursuant  to  the  terms  of  the Agreement or the Registration Rights Agreement
referenced  below)  and (ii) interest on the principal amount outstanding at the
rate  of  fifteen  percent  (15%) per annum, compounded annually.  The principal
amount of this Note, together with all accrued and unpaid interest, shall be due
and  payable  in  full on March 31, 2005 (the "Maturity Date"). Interest on this
Note  in  the  amount of Fifteen Thousand Dollars ($15,000) shall be pre-paid by
the  Company  upon execution hereof (which pre-payment shall be non-refundable);
thereafter,  interest  in  the amount of Five Thousand Dollars ($5,000) shall be
paid  at  the  end  of each thirty (30) day period (the "Interest Payment Date")
that  this  Note  remains  outstanding  after  February 28, 2005 (prorated for a
partial  period  and  any  reductions  in  principal


<PAGE>
amount).  Accrual of interest on the outstanding principal amount shall commence
on  the  date  hereof  and  shall continue until full payment of the outstanding
principal  amount  has been made or duly provided for. Payments on this Note are
payable  to  the Holder in whose name this Note (or one or more successor Notes)
is  registered on the records of the Company regarding registration and transfer
of  this  Note  (the  "Note  Register");  provided,  however, that the Company's
obligation  to  a  transferee of this Note arises only if such transfer, sale or
other  disposition  is  made  in accordance with the terms and conditions of the
Agreement.  The  Company  has  the  right  at  any time, upon at least three (3)
business days prior written notice to the Holder, to redeem or prepay all or any
portion  of  this Note for an amount equal to one hundred five percent (105%) of
the  principal  amount  being  redeemed  or prepaid, plus all accrued and unpaid
interest  on  the  portion  being redeemed or prepaid; the Company shall have no
right  to  redeem  or  prepay  any  portion  of this Note except pursuant to the
foregoing.

     2.     Provisions as to Payment.  Payments on this Note are payable in
            ------------------------
immediately available funds in currency of the United States of America at the
address last appearing on the Note Register of the Company as designated in
writing by the Holder hereof from time to time.  The Company shall pay the
amount required by this Note on the Maturity Date or applicable Interest Payment
Date (as the case may be), less any amounts required by law to be deducted or
withheld, to the Holder of this Note appearing of record as of the fifth
business day (as defined in the Agreement) prior to the Maturity Date or
applicable Interest Payment Date, as the case may be, in each case addressed to
such Holder at the last address appearing on the Note Register. The forwarding
of such funds shall constitute full payment of the amount then required to be
paid under this Note and shall satisfy and discharge the liability for such
amount to the extent of the sum represented by such payment plus any amounts so
deducted or withheld.  All payments under this Note shall be credited first to
reimburse the Holder for any cost or expense reimbursable hereunder, then to the
payment of accrued interest, and third to the payment of principal.

     3.     Withholding.     The Company shall be entitled to withhold from all
            -----------
payments of principal or interest pursuant to this Note any amounts required to
be withheld under applicable provisions of the United States income tax or other
applicable laws at the time of such payments.

     4.     Transfer of Note; Opinion of Counsel; Legend.
            --------------------------------------------

     (a)       This Note has been issued subject to investment representations
of the original Holder and may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended (the "1933 Act") and applicable
state securities laws. Prior to presentment of this Note for transfer, the
Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the  Note Register as the Holder hereof for the
purpose of receiving payments as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary.

     (b)     The Holder understands and acknowledges by its acceptance hereof
that (i) this


<PAGE>
Note has not been, and is not being, registered under the 1933 Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder or (B) the Holder shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
substance and scope to the Company, to the effect that this Note may be sold,
assigned or transferred pursuant to an exemption from such registration and (ii)
neither the Company nor any other person is under any obligation to register
this Note under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.

     5.     Conversion Upon Default.
            -----------------------

     (a)     If (and only if) this Note is not paid in full by the Maturity Date
(a "Payment Default"), the Holder of this Note shall be entitled, at its option
at any time prior to such Payment Default being cured, to convert all or a
portion of the outstanding principal amount of this Note and any accrued and
unpaid interest and/or liquidated damages accrued under this Note, the Agreement
and/or the Registration Rights Agreement as of the Conversion Date (as defined
below), into shares of the Company's $0.001 par value common stock (the "Common
Stock") at a conversion price (the "Conversion Price") for each share of Common
Stock equal to the lesser of (i) $0.33 per share or (ii) eighty percent (80%) of
the lowest closing  bid price for the Common Stock (as reported by Bloomberg) in
any of the five (5) trading days immediately preceding the Conversion Date.

     (b)     After a Payment Default, any conversion of this Note shall be
achieved by submitting to the Company the fully completed form of conversion
notice attached hereto as Exhibit I (a "Notice of Conversion"), executed by the
Holder of this Note evidencing such Holder's intention to convert this Note or a
specified portion hereof (including any designated accrued and unpaid interest
and/or liquidated damages). A Notice of Conversion may be submitted via
facsimile to the Company at the telecopy number for the Company provided in the
Agreement (or at such other number as specified in advance of such conversion in
writing by the Company). A Notice of Conversion may also be submitted by mail.
The Company and the Holder shall each keep records with respect to the portion
of this Note then being converted and all portions previously converted.  Upon
receipt by the Holder of the requisite Conversion Shares, the outstanding
principal amount of this Note shall then (and only then) be reduced by the
amount specified in the Notice of Conversion resulting in such Conversion
Shares. The Company may, from time-to-time, but is not required to, (i) instruct
the Holder to surrender this Note along with the Notice of Conversion for the
purposes of making a notation thereon as to the amount of principal being
converted or (ii) cancel this Note and issue a new Note in the same form with
the principal amount of such Note reduced by the amount converted. Such new or
annotated Note shall be delivered to the Holder within three (3) business days
after such Holder's surrender to the Company. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded up to the nearest whole share.  The date on
which a Notice of Conversion is given (the "Conversion Date") shall be deemed to
be either the date on which the Company receives from the Holder an original


                                        3
<PAGE>
Notice of Conversion duly executed, or, if earlier, the date set forth in a
Notice of Conversion that is sent via facsimile.

     (c)     In all cases, the Company shall deliver the Conversion Shares to
the Holder within three (3) business days after the Conversion Date at the
address specified in the Notice of Conversion. The Company acknowledges that the
Agreement requires that the Company pay liquidated damages for late or
non-delivery of Conversion Shares.

     6.     Obligations of the Company Herein Are Unconditional.   The Company's
            ---------------------------------------------------
obligations to repay this Note at the time, place, interest rate and in the
currency hereinabove stated are absolute and unconditional. This Note and all
other Notes now or hereafter issued in replacement of this Note on the same or
similar terms are direct obligations of the Company. This Note ranks at least
equally with all other Notes now or hereafter issued under the terms set forth
herein.

     7.     Waiver of Demand, Presentment, Etc.  The Company hereby expressly
            -----------------------------------
waives demand and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, notice of acceleration or intent to accelerate,
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice,
diligence, act or omission as or with respect to the collection of any amount
called for herein.  No delay or omission of any Holder hereof in exercising any
right or remedy hereunder shall constitute a waiver of any such right or remedy.
A waiver on one occasion shall not operate as a bar to, or waiver of, any such
right or remedy on any future occasions.

     8.     Attorney's Fees; Reimbursable Expenses.  The Company agrees to pay
            --------------------------------------
all costs and expenses, including, without limitation, attorney's fees, which
may be incurred by the Holder in collecting any amount due under this Note or in
enforcing any of the Holder's rights as described herein or under the Security
Agreement (as defined below).

     9.     Default.    If one or more of the following described "Events of
            -------
Default" shall occur:

     (a)     The Company shall fail to make timely payment of any amount then
due and owing under this Note;

     (b)     Any of the representations or warranties made by the Company
herein, in the Agreement, the Security Agreement, or in any certificate or other
written statement heretofore or hereafter furnished by or on behalf of the
Company in connection with the execution and delivery of this Note, the
Agreement or the Security Agreement shall be false or misleading in any material
respect at the time made and the Holder shall have provided written notice to
the Company of the alleged misrepresentation or breach of warranty and the same
shall continue uncured for a period of


                                        4
<PAGE>
seven (7) days after such written notice from the Holder;

     (c)     If (i) the Company shall fail to perform or observe, in any
material respect, any  covenant, term, provision, condition, agreement or
obligation of the Company under this Note not covered by clause (a) or (b) above
or (ii) a default occurs under the Security Agreement or the Agreement, or any
addenda thereto, and such failure or default shall continue uncured for a period
of seven (7) days after written notice from the Holder;

     (d)     The Company shall either:  (i) become insolvent; (ii) admit in
writing its inability to pay its debts generally or as they become due, (iii)
make an assignment for the benefit of creditors or commence proceedings for its
dissolution or (iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for all or a substantial part of its property or
business;

     (e)     A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business without the
Company's consent and such appointment is not discharged within sixty (60) days
after such appointment;

     (f)     Any governmental agency, or any court of competent jurisdiction at
the instance of any governmental agency, shall assume custody or control of the
whole or any substantial portion of the properties or assets of the Company and
such custody or control shall not be released within sixty (60) days thereafter;

     (g)     Any money judgment, writ or note of attachment, or similar process
in excess of $25,000 in the aggregate shall be entered or filed against the
Company or any of its properties or assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days, or in any event later
than five (5) days prior to the date of any proposed sale thereunder;

     (h)     Bankruptcy, reorganization, insolvency or liquidation proceedings
or other proceedings for relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Company and, if
instituted against the Company, shall not be dismissed within sixty (60) days
after such institution, or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in, any such
proceeding;

     (i)     The Company shall have received a notice of default on the payment
of any debt(s) aggregating in excess of $25,000 beyond any applicable grace
period;

     (j)     The Holder shall reasonably believe that there has been a change in
control of the Company;

     (k)     The Company shall be in default as to any obligation to Silicon
Valley Bank beyond any applicable grace period;


                                        5
<PAGE>
     (l)     The Company's common stock shall have been voluntarily or
involuntarily removed from future quotation on the OTC Bulletin Board;

     (m)     John Creel and/or Peter Dermutz shall be in default as to any
obligation under their Guaranty, Pledge and Security Agreements dated December
1, 2004, beyond any applicable grace period; or

     (n)     The Holder shall reasonably believe that there has been a material
adverse change in the operations, properties, management or financial condition
of the Company;

then, or at any time thereafter, and in any and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
in one instance shall not be deemed to be a waiver in another instance or for
any other prior or subsequent Event of Default), at the option of the Holder and
in the Holder's sole discretion, the Holder may immediately accelerate the
maturity hereof, whereupon all principal and accrued interest and liquidated
damages (if any) hereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Company, anything herein or in any other instrument to
the contrary notwithstanding, and the Holder may immediately, and upon the
expiration of any period of grace, enforce any and all of the Holder's rights
and remedies provided herein or any other rights or remedies afforded by law or
equity.

     10.     Security.  Pursuant to a Security Agreement attached to the
             --------
Agreement as Exhibit "C" (the "Security Agreement"), this Note is secured by a
security interest in substantially all of the Company's tangible and intangible
assets (including intellectual property) (collectively, the "Collateral").  A
default under the terms of this Note shall also constitute a default under the
Security Agreement.

     11.     Due on Sale Clause.  If the Company shall sell, convey, transfer,
             ------------------
assign or further encumber the Collateral or any part thereof or any interest
therein, whether legal or equitable, in any manner (whether voluntarily or
involuntarily) not permitted under the Security Agreement, without the prior
written consent of the Holder, which consent the Holder shall have no obligation
to give, the Holder shall have the right, at its option, to declare this Note
immediately due and payable irrespective of the Maturity Date specified herein.
Any consent by the Holder to such a transfer may be predicated upon such terms,
conditions and covenants as may be deemed advisable or necessary in the sole
discretion of the Holder, including, but not limited to, the right to (i)
require the transferee's assumption of personal liability on the debt hereunder,
(ii) approve the form and substance of all transfer and assumption documents,
(iii) change the interest rate, date of maturity and amount and/or schedule of
payments hereunder and (iv) charge a fee based on a percentage of the original
principal amount of this Note.  The granting of permission for a transferee of
the Collateral to assume this Note shall not in any manner be deemed a consent
to any subsequent transfer, and the Holder shall retain the right to consent to


                                        6
<PAGE>
such subsequent transfer or transfers on the terms and conditions stated above.
Consent to one such transfer shall not be deemed to be a waiver of the right of
such consent to further or successive transfers.  No assumption or consent to
any subsequent transfer shall be deemed to constitute a release of the Company's
obligations hereunder.

     12.     Enforceability; Maximum Interest Rate.
             -------------------------------------

     (a)     In case any provision of this Note is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Note shall not in any way be affected or
impaired thereby.

     (b)     Notwithstanding anything to the contrary contained in this Note,
the Company shall not be obligated to pay, and the Holder shall not be entitled
to charge, collect, receive, reserve or take interest ("interest" being defined,
for purposes of this paragraph, as the aggregate of all charges which constitute
interest under applicable law that are contracted for, charged, reserved,
received or paid under this Note) in excess of the maximum rate allowed by
applicable law.  During any period of time in which the interest rate specified
herein exceeds such maximum rate, interest shall accrue and be payable at such
maximum rate.  For purposes of this Note, the term "applicable law" shall mean
that law in effect from time-to-time and applicable to the transaction between
the Company and the Holder which lawfully permits the charging and collection of
the highest permissible rate of interest on such transaction and this Note,
including the laws of the State of Kansas and, to the extent controlling, laws
of the United States of America.

     13.     Entire Agreement.  This Note, together with the Agreement and the
             ----------------
Security Agreement and any exhibits or schedules attached thereto, and any
addenda to any of the foregoing, constitute the full and entire understanding
between the Company and the Holder with respect to the subject matter hereof and
thereof and supersede all prior negotiations, agreements and understandings,
written or oral, with respect to such subject matter.  No provision of this Note
shall be amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder.

     14.     Governing Law.  This Note shall be governed by and construed in
             -------------
accordance with the laws of the State of Kansas without giving effect to
applicable principles of conflict of law.  The Company hereby agrees that the
exclusive venue for resolution of any case or controversy arising out of or in
connection with this Note shall be the  State of Kansas.

     15.     Headings.  The headings in this Note are for convenience only, and
             --------
shall not be used in the construction of this Note.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by
its duly authorized officers on the date first written above.


                                        7
<PAGE>
                                         RADIPTRON, INC.

                              By:
                                         President

                              By:
                                         Secretary

                                    EXHIBIT I

                              NOTICE OF CONVERSION
                             ----------------------

     (To Be Executed by the Registered Holder in Order to Convert the Note)

     The undersigned hereby irrevocably elects to convert $___________ in
principal amount of the 15% Secured Convertible Promissory Note Due March 31,
2005, into shares of Common Stock of Rapidtron, Inc. ( the "Company"), according
to the terms and conditions set forth in the Note, as of the date specified
below. In addition, the undersigned hereby irrevocably elects to convert
$___________ in accrued interest and $___________ in accrued liquidated damages
into an additional ___________ shares of Common Stock of the Company according
to the terms and conditions set forth in the Note. If securities are to be
issued to a person other than the undersigned, the undersigned agrees to pay all
applicable transfer taxes with respect thereto.

     The undersigned represents that he, she or it, as of this date, is an
"accredited investor" as such term is defined in Rule 501(a) of Regulation D
under the 1933 Act.

     The undersigned also represents that the Conversion Shares are being
acquired for the undersigned's own account and not as a nominee for any other
person. The undersigned represents and warrants that all offers and sales by the
undersigned of the Conversion Shares shall be made pursuant to registration of
the same under the 1933 Act, or pursuant to an exemption from registration under
the 1933 Act. The undersigned acknowledges that the Conversion Shares shall, if
(and only if) required by law, contain the legend contained on page 1 of the
Note.

Conversion Date:
                 ---------------------

Applicable Conversion Price:
                            ------------------------------

Total Conversion Shares:

Holder:
       --------------------------------------
           (Print Legal Name and Title)

     ---------------------------------------------------------
      (Signature of Duly Authorized Representative of Holder)

Address of Holder:


                                        8
<PAGE>