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.


                                 RAPIDTRON, INC.

                        WARRANT TO PURCHASE COMMON STOCK

               Warrant No. 1                       Number of Shares: 800,000

                       Date of Issuance: December 1, 2004

     Rapidtron,  Inc.,  a  Nevada  corporation (the "Company"), hereby certifies
that,  for  value received, Oceanus Value Fund, L.P., and permitted assigns, the
registered holder hereof ("Holder"), is entitled, subject to the terms set forth
below,  to  purchase from the Company upon surrender of this Warrant to Purchase
Common  Stock  (the "Warrant"), at any time after the date hereof, but not after
5:00  P.M.  California  time  on the Expiration Date (as defined herein) 800,000
fully  paid  and nonassessable shares of Common Stock (as defined herein) of the
Company  (each  a  "Warrant  Share"  and collectively the "Warrant Shares") at a
purchase  price  (the  "Warrant  Exercise  Price")  equal  to  $0.33  per share;
provided,  however,  that  one (1) time prior to the Expiration Date, the Holder
shall  have  the  right,  upon  written notice to the Company (the "Notice"), to
reset the Warrant Exercise Price to an amount equal to  the closing price of the
Common Stock on the trading day immediately preceding the date of the Notice (as
specified  in  the  Notice) as quoted on the OTC Bulletin Board or such national
securities  exchange or other market on which the Common Stock is then listed or
quoted.  The  Warrant Exercise Price shall be paid in lawful money of the United
States.  Both the number of Warrant Shares purchasable hereunder and the Warrant
Exercise  Price  are  subject  to  adjustment  as  provided  in Section 9 below.

     Section  1.  Definitions.
                  -----------

     (a)  The  following  words  and  terms  used in this Warrant shall have the
following  meanings:

     "Common  Stock"  means  (i) the Company's $0.001 par value common stock and
(ii)  any  capital stock into which such Common Stock shall have been changed or
any  capital  stock  resulting  from  a  reclassification  of such Common Stock.


                                        1
<PAGE>
     "Expiration  Date"  means the date which is five (5) years from the date of
this  Warrant or, if such date falls on a Saturday, Sunday or other day on which
banks  are  required  or  authorized  to be closed in the State of California (a
"Holiday"),  the  next  preceding  date  that  is  not  a  Holiday.

     "Market Price" means the average of the closing stock prices for the Common
Stock  for  the  ten  (10) trading days immediately prior to the date on which a
Notice  of  Exercise  is delivered to the Company, as quoted on the OTC Bulletin
Board  or  such national securities exchange or other market on which the Common
Stock  may  then  be  listed  or  quoted.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.

     "Securities  Purchase  Agreement"  shall  mean  the  Securities  Purchase
Agreement  between  the  Holder (or its predecessor in interest) and the Company
for  the  purchase  of  this Warrant and the other Securities (as defined in the
Securities  Purchase  Agreement).

     (b)  Other  definitional  provisions:

     (i)     Except  as otherwise specified herein, all references herein (A) to
the  Company  shall be deemed to include the Company's successors and (B) to any
applicable law shall be deemed references to such applicable law as the same may
be  amended  or  supplemented  from  time  to  time.

     (ii)     When  used  in  this  Warrant,  unless  otherwise  specified  in a
particular instance, the words "herein," "hereof," and "hereunder," and words of
similar  import, shall refer to this Warrant as a whole and not to any provision
of  this  Warrant, and the words "Section" and "Exhibit" shall refer to Sections
of,  and  Exhibits  to,  this  Warrant  unless  otherwise  specified.

     (iii)    Whenever  the  context so requires, the neuter gender includes the
masculine  or  feminine,  and  the singular number includes the plural, and vice
versa.

     (iv)     When  used  in  this  Warrant,  "transfer"  shall  include  any
disposition  of this Warrant or any Warrant Shares, or of any interest in either
thereof,  which  would  constitute  a  sale  thereof  within  the meaning of the
Securities  Act  or  applicable  state  securities  laws.

     Section  2.   Exercise  of  Warrant.
                   ----------------------

     (a)     Subject  to  the  terms  and conditions hereof, this Warrant may be
exercised  by  the Holder, as a whole or in part (except that this Warrant shall
not  be  exercisable  as  to a fractional share), at any time prior to 5:00 p.m.
California  time on the Expiration Date.  The rights represented by this Warrant
shall  be  exercised  by  the  Holder by (i) delivery of a written notice in the
form  attached  as  Exhibit  I  hereto  (a "Notice of Exercise") of the Holder's
election  to  exercise  this  Warrant,  which notice shall specify the number of
Warrant  Shares  to be purchased, (ii) payment to the Company of an amount equal
to  the  Warrant Exercise Price multiplied by the number of Warrant Shares as to
which  the  Warrant is being exercised, plus any applicable issuance or transfer
taxes, in immediately available funds (either by wire transfer or a certified or
cashier's  check  drawn on a United States bank) and (iii) the surrender of this
Warrant,  properly


                                        2
<PAGE>
endorsed,  at  the  principal  office of the Company (or at such other agency or
office  of  the  Company  as the Company may designate by notice to the Holder).

     (b)     In addition, and notwithstanding anything to the contrary contained
in  this Warrant, at such time as the Market Price per share of the Common Stock
exceeds  the  Warrant  Exercise  Price,  this  Warrant  may  be  exercised  by
presentation  and  surrender  of  this  Warrant  to  the  Company  in a cashless
exercise,  including a written calculation of the number of Warrant Shares to be
issued  upon  such  exercise  in  accordance  with the terms hereof (a "Cashless
Exercise").  In  the event of a Cashless Exercise, in lieu of paying the Warrant
Exercise  Price,  the  Holder  shall surrender this Warrant for, and the Company
shall  issue  in  respect  thereof,  the  number of Warrant Shares determined by
multiplying  the number of Warrant Shares to which the Holder would otherwise be
entitled  by  a  fraction,  the  numerator  of  which  shall  be  determined  by
subtracting  the  Warrant  Exercise Price from the then current Market Price per
share  of  Common  Stock, and the denominator of which shall be the then current
Market  Price  per  share  of  Common  Stock.

     (c)     Any  Warrant  Shares  shall be deemed to be issued to the Holder or
Holder's designee, as the record owner of such Warrant Shares, as of the date on
which this Warrant shall have been surrendered, the completed Notice of Exercise
shall  have  been  delivered,  and payment (or notice of an election to effect a
Cashless  Exercise)  shall  have  been made for such Warrant Shares as set forth
above,  irrespective  of  the date of delivery of such share certificate, except
that,  if  the  date  of  such  surrender  and  payment is a date when the stock
transfer  books  of the Company are properly closed, such person shall be deemed
to  have  become the holder of such Warrant Shares at the opening of business on
the  next  succeeding date on which the stock transfer books are open.  For each
exercise  of  the  rights  represented  by  this Warrant in compliance with this
Section  2,  a  certificate or certificates for the Warrant Shares so purchased,
registered in the name of, or as directed by, the Holder, shall be delivered to,
or  as  directed by, the Holder within three (3) business days after such rights
shall  have  been  so  exercised.

     (d)     Unless  this  Warrant  shall  have expired or shall have been fully
exercised,  the  Company  shall issue a new Warrant identical in all respects to
the  Warrant  exercised  except  that  it shall represent rights to purchase the
number  of  Warrant  Shares purchasable immediately prior to such exercise under
the  Warrant  exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised (or, in the case of a Cashless Exercise, the number of
shares  to  which  the  Holder  would  otherwise  have  been  entitled).

     (e)     In the case of any dispute with respect to an exercise, the Company
shall  promptly  issue  such  number  of  Warrant  Shares as are not disputed in
accordance  with  this  Section.  If  such  dispute  only involves the number of
Warrant  Shares  receivable by the Holder under a Cashless Exercise, the Company
shall  submit  the  disputed  calculations  to an independent accounting firm of
national  standing  via facsimile within two (2) business days of receipt of the
Notice  of Exercise. The accountant shall review the calculations and notify the
Company  and  the Holder of the results no later than two (2) business days from
the  date  it  receives  the disputed calculations. The accountant's calculation
shall  be  deemed conclusive absent manifest error. The Company shall then issue
the  appropriate  number  of  shares  of  Common  Stock  in accordance with this
Section.


                                        3
<PAGE>
     Section  3.     Covenants  as  to Common Stock.   The Company covenants and
                     ------------------------------
agrees  that  all  Warrant  Shares  which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid  and  nonassessable.  The  Company further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the  Company  will at all times have authorized and reserved a sufficient number
of  shares  of  Common  Stock  to  provide  for  the exercise of the rights then
represented  by  this  Warrant and that the par value of said shares will at all
times  be  less  than  or  equal  to  the  applicable  Warrant  Exercise  Price.

     Section  4.     Taxes.  The Company shall not be required to pay any tax or
                     -----
taxes attributable to the initial issuance of the Warrant Shares or any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name  other than that of the Holder or any permitted transferee of this Warrant.

     Section 5.     Warrant Holder Not Deemed a Stockholder.   No Holder of this
                    ---------------------------------------
Warrant,  as  such,  shall be entitled to vote or receive dividends or be deemed
the  holder  of  shares  of  the  Company  for  any  purpose, nor shall anything
contained  in  this Warrant be construed to confer upon the Holder, as such, any
of  the  rights  of  a  stockholder of the Company or any right to vote, give or
withhold  consent  to any corporate action (whether any reorganization, issuance
of  stock,  reclassification  of  stock,  consolidation,  merger,  conveyance or
otherwise),  receive  notice  of  meetings,  receive  dividends  or subscription
rights,  or otherwise, prior to the issuance to the Holder of the Warrant Shares
which  the  Holder  is  then  entitled  to receive upon the due exercise of this
Warrant. Notwithstanding the foregoing, the Company will provide the Holder with
copies  of  the  same notices and other information given to the stockholders of
the  Company  generally,  contemporaneously  with  the  delivery  thereof to the
stockholders.

     Section  6.     No  Limitation on Corporate Action.   No provisions of this
                     ----------------------------------
Warrant  and  no right or option granted or conferred hereunder shall in any way
limit,  affect  or  abridge  the exercise by the Company of any of its corporate
rights  or  powers  to  recapitalize,  amend  its  Articles  of  Incorporation,
reorganize,  consolidate  or  merge  with  or  into  another  corporation, or to
transfer all or any part of its property or assets, or the exercise of any other
of  its  corporate  rights  and  powers.

     Section  7.  Representations  of  Holder.   By  the  acceptance hereof, the
                  ---------------------------
Holder  represents  that  the  Holder  is acquiring this Warrant and the Warrant
Shares  for  the  Holder's own account for investment and not with a view to, or
for  sale in connection with, any distribution hereof or of any of the shares of
Common Stock or other securities issuable upon the exercise hereof, and not with
any  present  intention  of  distributing  any  of the same.  The Holder further
represents,  by  acceptance  hereof,  that,  as  of  this date, the Holder is an
"accredited  investor"  as  such  term is defined in Rule 501(a) of Regulation D
promulgated  by the Securities and Exchange Commission under the Securities Act.
Upon  exercise  of  this Warrant, the Holder shall, if requested by the Company,
confirm  the foregoing representations in writing, in a form satisfactory to the
Company.  If  the  Holder cannot make such representations because they would be
factually  incorrect,  it  shall  be a condition to the Holder's exercise of the
Warrant  that  the  Company  receive  such  other representations as the Company
considers  reasonably  necessary


                                        4
<PAGE>
to  assure  the Company that the issuance of its securities upon exercise of the
Warrant  shall  not  violate  any  federal  or  state  securities  laws.

     Section  8.  Restrictions  on  Transfer.   The  Holder understands that (i)
                  --------------------------
this  Warrant  and the Warrant Shares have not been and are not being registered
under  the  Securities Act or any state securities laws (other than as described
in  the  Securities  Purchase  Agreement  and  the Registration Rights Agreement
entered  into concurrently therewith (the "Registration Rights Agreement")), and
may  not  be  offered  for  sale,  sold,  assigned  or  transferred  unless  (A)
subsequently  registered  thereunder  or  (B) pursuant to an exemption from such
registration,  and  (ii)  neither  the Company nor any other person is under any
obligation  to  register  such  securities  (other  than  as  described  in  the
Securities  Purchase  Agreement and the Registration Rights Agreement) under the
Securities  Act  or  any  state  securities laws or to comply with the terms and
conditions  of  any  exemption  thereunder.

     Section  9.  Adjustments.
                  -----------

     (a)     Reclassification  and  Reorganization.  In  case  of  any
             -------------------------------------
reclassification,  capital  reorganization or other change of outstanding shares
             -
of  the  Common  Stock, or in case of any consolidation or merger of the Company
with  or into another corporation (other than a consolidation or merger in which
the  Company  is  the  continuing  corporation  and which does not result in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock), the Company shall cause effective provision to be made so that
the  Holder  shall  have  the  right  thereafter, by exercising this Warrant, to
purchase  the kind and number of shares of stock or other securities or property
(including  cash)  receivable upon such reclassification, capital reorganization
or  other change, consolidation or merger by a holder of the number of shares of
Common  Stock  that  could  have  been  purchased  upon  exercise of the Warrant
immediately  prior  to  such  reclassification,  capital reorganization or other
change,  consolidation or merger. Any such provision shall include provision for
adjustments  that  shall  be  as  nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Section  9. The foregoing provisions shall
similarly  apply  to  successive  reclassifications, capital reorganizations and
other  changes  of  outstanding  shares  of  Common  Stock  and  to  successive
consolidations  or  mergers.  If  the  consideration  received by the holders of
Common  Stock  is other than cash, the value shall be as determined by the Board
of  Directors  of  the  Company  acting  in  good  faith.

     (b)     Dividends  and  Stock  Splits.  If  and  whenever the Company shall
             -----------------------------
effect  a stock dividend, a stock split, a stock combination, or a reverse stock
split  of  the  Common Stock, the number of Warrant Shares purchasable hereunder
and  the  Warrant Exercise Price shall be proportionately adjusted in the manner
determined by the Company's Board of Directors acting in good faith.  The number
of shares, as so adjusted, shall be rounded down to the nearest whole number and
the  Warrant  Exercise  Price  shall  be  rounded  to  the  nearest  cent.

     (c)     Default  Adjustment.  Any  other  provision  of  this  Warrant
             -------------------
notwithstanding,  in  the  event  of a default under the Note (as defined in the
Securities  Purchase  Agreement), until the Expiration Date the Warrant Exercise
Price  shall  automatically  be  reduced  to  the par value of the Common Stock.


                                        5
<PAGE>
     Section  10.     Lost,  Stolen,  Mutilated or Destroyed Warrant.    If this
                      -----------------------------------------------
Warrant  is  lost,  stolen  or  destroyed,  the  Company shall, on receipt of an
indemnification  undertaking reasonably satisfactory to the Company, issue a new
Warrant  of  like  denomination  and  tenor  as  the  Warrant so lost, stolen or
destroyed.  In  the  event the Holder asserts such loss, theft or destruction of
this  Warrant,  the  Company  may  require the Holder to post a bond issued by a
surety  reasonably  satisfactory  to the Company with respect to the issuance of
such  new  Warrant.

     Section  11.     Notice.  Any  notices  required  or  permitted to be given
                      -------
under the terms of this Warrant shall be sent by mail or delivered personally or
by  courier or facsimile, and shall be effective five days after being placed in
the  mail, if mailed, certified or registered, return receipt requested, or upon
receipt,  if  delivered  personally  or by courier or by facsimile, in each case
properly  addressed  to  the  party to receive the same.  The addresses for such
communications  shall  be as provided in Section 8(f) of the Securities Purchase
Agreement  (with Holder being defined therein as the "Buyer").  Each party shall
provide  notice  to  the  other  party  of  any  change  in  address.

     Section  12.     Miscellaneous.  This  Warrant  and  any term hereof may be
                      --------------
changed,  waived,  discharged,  or  terminated  only by an instrument in writing
signed  by the party or Holder against which enforcement of such change, waiver,
discharge  or  termination  is  sought.  This  Warrant  shall be governed by and
interpreted  under  the  laws  of  the  State  of  Kansas, without regard to the
principles  of conflict of laws. Headings are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof. This Warrant
shall be binding upon the Company and its successors and assigns and shall inure
to  the  benefit  of  the  Holder  and its permitted successors and assigns. The
Holder  may not assign this Warrant except in accordance with applicable federal
and  state  securities  laws.

     Section  13.     Attorney's Fees.  If Holder or the Company shall bring any
                      ----------------
action  for  relief  against the other arising out of or in connection with this
Warrant,  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 debtor
and  third  party  examinations,  (iv)  discovery and (v) bankruptcy litigation.

     Section  14.     Effect  of Expiration.  This Warrant, in all events, shall
                      ---------------------
be  wholly  void  and of no effect after the close of business on the Expiration
Date, except that notwithstanding any other provisions hereof, the provisions of
Sections  8 and 12 shall continue in full force and effect after such date as to
any Warrant Shares or other securities issued upon the exercise of this Warrant.


                                        6
<PAGE>
                                 RAPIDTRON, INC.


                                 By:_____________________
                                        President
                                 By:

                                        Secretary




                                    EXHIBIT I

                            NOTICE OF EXERCISE FORM
                            -----------------------

     RAPIDTRON, INC.

     The undersigned hereby exercises the right to purchase the number of
Warrant Shares covered by the Warrant attached hereto as specified below
according to the conditions thereof and herewith makes payment of U.S.
$__________ (unless effected by a Cashless Exercise in accordance with the terms
of the Warrant), which constitutes the aggregate Warrant Exercise Price of such
Warrant Shares pursuant to the terms and conditions of the Warrant.

     (i)  The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained upon exercise of the Warrant except under
circumstances that will not result in a violation of the 1933 Act or applicable
state securities laws.

     (ii)  The undersigned requests that the stock certificates for the Warrant
Shares be issued, and a Warrant representing any unexercised portion hereof be
issued, pursuant to the terms of the Warrant in the name of the Holder (or such
other person(s) indicated below) and delivered to the undersigned (or
designee(s)) at the address or addresses set forth below.


Dated: __________, _____.


                                HOLDER:
                                By:
                                    ----------------------------
                                Title:
                                       -------------------------

                                Address:
                                         -----------------------------------

                                         -----------------------------------

                                         -----------------------------------

     Number of Warrant Shares being purchased:
                                              --------------------------

                                        7
<PAGE>