LOAN AGREEMENT

This  LOAN  AGREEMENT (this "Agreement") is entered into effective as of October
9, 2004 (the "EFFECTIVE DATE") by and between LDM ENTERPRISES, LLC, a California
limited  liability  company  ("LENDER");  Rapidtron,  Inc., a Nevada corporation
("BORROWER"); and John Creel, an individual ("GUARANTOR"), with reference to the
following  recitals:

     A.   Borrower is currently a party to a Memorandum of Understanding ("MOU")
with  Smart  Card  Integrators,  Inc.  ("SCI"),  pursuant  to  which Borrower is
obligated  to  provide $350,000 of financing to SCI in accordance with the terms
of  the  MOU  (the  "SCI  LOAN").

     B.   The  following parties have made financing available to Borrower (each
such loan, a "BRIDGE LOAN"):  (i) Bathgate Capital Partners LLC in the amount of
$600,000  pursuant  to  a  Sale  Of  Secured Convertible Bridge Notes Summary of
Terms,  dated  September  28, 2004; (ii) Oceanus Value Fund, LP in the amount of
$400,000  pursuant  to  a  Draft  Term Sheet dated September 22, 2004; and (iii)
affiliates  of John Steinacker in the amount of $1,000,000.  Borrower intends to
accept  one or more of the Bridge Loans as soon as possible and use the proceeds
thereof  to finance the SCI Loan, but pursuant to the MOU, Borrower must finance
the  SCI  Loan  prior  to  the  expected closing of any one of the Bridge Loans.

     C.   Borrower has requested, and Lender has agreed to provide, a short-term
loan  to  Borrower  to fund a portion of the SCI Loan intended to be repaid from
the  proceeds  of  the  first  Bridge  Loan.

     D.   As  of  the  Effective  Date hereof, Borrower is a client of Greenberg
Traurig  LLP  ("GT")  and Raymond A. Lee ("RAL"), a shareholder of GT and former
partner  of  Lee  &  Rasor  LLP  ("LR").  RAL  is  an  affiliate  of  Lender.

     E.   Lender  has  agreed  to  loan  to  Borrower up to $350,000, to be used
solely  for  the  purpose  of  funding of $250,000 of the SCI Loan, provided SCI
agrees  to  amend  the  MOU to permit Borrower to fund a portion of the SCI Loan
pending the closing of the Bathgate Bridge Loan, and payment of $100,000 towards
outstanding  invoices  owed  to  GT  and  LR.

     F.   Borrower shall secure the loan by granting Lender an assignment of the
SCI  Loan  and  a  security  interest  in  all  of  the  assets  of  Borrower.

     G.   Guarantor  is  an  owner, officer and director of Borrower.  Guarantor
shall  guaranty  Borrower's repayment of the loan and shall secure such guaranty
by  granting  a  deed of trust upon his personal residence (the "RESIDENCE") for
the  benefit  of  Lender.

     H.   Borrower  and Guarantor understand that because RAL is an affiliate of
Lender  and  GT, GT is unable to represent Borrower or Guarantor with respect to
this  Agreement  and  the  related transactions, and Borrower and Guarantor have
agreed  to  obtain separate legal counsel to represent them with respect to this
Agreement  and  the related transactions.  Further, GT shall represent Lender in
connection  with  the  Loan  and  related  transactions,  and  each  of


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<PAGE>
Borrower  and  Lender  has  agreed  to waive any actual or potential conflict of
interest  that  may exists with respect to GT's representation of Lender in this
matter  and  GT's  ongoing and future representation of Borrower with respect to
other  matters.

NOW,  THEREFORE,  for  and  in  consideration  of the foregoing recitals and the
mutual  covenants,  promises and agreements set forth herein, the parties hereto
agree  as  follows:

     1.   The  Loan.  Borrower  agrees to accept and Lender agrees to make, upon
          ---------
the  terms  and  conditions contained in this Agreement, a loan in the principal
sum of up to Three Hundred Fifty Thousand Dollars ($350,000.00) (the "LOAN"), at
an  interest  rate  of  the lesser of ten percent (10%) per annum or the highest
rate  permitted  by  law,  and  due  and payable on or before the earlier of (a)
October  29,  2004,  or  (b)  closing  of  the  first Bridge Loan.  If the total
outstanding  balance  of  the Loan is not repaid on or before November 14, 2004,
then  Lender  shall have the option, but not the obligation, to covert the total
balance  of the Loan or any portion thereof into common stock of Borrower at any
time  until  such balance is paid in full, at a conversion rate of the lesser of
$0.33  per  share  or the average closing bid price during the five trading days
prior  to  and including November 14, 2004.  Lender's election to so convert the
outstanding  balance  of  the  Note shall not be deemed a waiver of any right or
remedy  Lender  may  have  for  breach  of  this Agreement or any Loan Document.

     2.   Security  for  the  Loan.  As collateral for repayment of the Loan and
          ------------------------
Borrower's  performance  of the other "Loan Documents" (defined below), Borrower
shall  execute  and  deliver to Lender a Security Agreement in the form attached
hereto as Exhibit "A" (the "SECURITY AGREEMENT"), assigning to Lender all right,
          -----------
title  and  interest  in  and  to the SCI Loan and the Bathgate Bridge Loan, and
granting  a  security  interest  in  all  other existing or hereinafter acquired
assets  of  Borrower,  to  be  perfected  by  the  filing  of  a UCC-1 financing
statement.

     3.   Personal  Guaranty.  As  a  condition  to  the  Loan,  Guarantor shall
          ------------------
execute and deliver the Guaranty in the form attached hereto as Exhibit "B" (the
                                                                -----------
"GUARANTY")  and  the Deed of Trust attached hereto as Exhibit "C" (the "DEED OF
                                                       -----------
TRUST").  If  Borrower  fails  to  repay the Loan on or before October 29, 2004,
then  Guarantor  shall  obtain  a  new loan secured by the Residence and use the
proceeds  thereof  to  satisfy the Loan and Guaranty.  If Borrower has failed to
repay  the  entire  balance  of  the  Loan  on  or before October 22, 2004, then
Guarantor shall promptly make a good faith application for such new loan with an
available  bank or other mortgage lender on or before October 25, 2004.  Failure
by  Guarantor  to  satisfy  the  obligation  to apply for such new loan shall be
deemed  a  material default of this Agreement and the Guaranty, and Lender shall
have  all  rights  and  remedies  for  default  under  the  Guaranty.

     4.   Loan  Documents.  In  order  to  consummate  the  Loan, Borrower shall
          ---------------
execute and/or deliver to Lender the following documents (collectively, together
with  this  Agreement,  the  "LOAN  DOCUMENTS"):

          (a)  Convertible Secured Promissory Note (the "NOTE") in the principal
amount  of  up  to $350,000.00, with a maturity date of November 8, 2004, and in
the  form  attached  hereto  as  Exhibit  "D";
                                 ------------


                                        2
<PAGE>
          (b)  the  Security  Agreement;

          (c)  the  Guaranty,  duly  executed  and  delivered  by Guarantor; and

          (d)  the  Deed  of  Trust.

     5.   Closing.  Closing  of  the  Loan  shall  occur within one business day
          -------
following  Borrower's  delivery  of  the  original Loan Documents to Lender.  At
closing, Lender shall disburse the proceeds of the Loan on behalf of Borrower as
provided  in  Section  6  below.

     6.   Use  of  Loan  Proceeds.  Borrower  hereby  covenants  to  Lender that
          -----------------------
Borrower  shall use the proceeds of the Loan only in accordance with Schedule 1,
                                                                     ----------
attached  hereto.  Borrower hereby authorizes and directs Lender to disburse the
proceeds of the Loan directly to the third-party payees identified on Schedule
                                                                      ----------
1,  in  the  amounts  shown  thereon,  for  and  on  behalf  of  Borrower.
--

     7.   Covenant  to  Accept  Bridge  Loans.  Rapidtron  shall  in  good faith
          -----------------------------------
proceed  to apply for the Bridge Loans as soon as possible and diligently pursue
the  closing  of  such Bridge Loans, and Rapidtron shall apply any such funds to
the  repayment  of  the  Loan.

     8.   Lender's  Costs  and  Expenses.  At  closing, Borrower shall reimburse
          ------------------------------
Lender  for  its  legal fees and other out-of-pocket expenses in connection with
the  preparation  of  the  Loan  Documents  and  other  matters  related  to the
transactions  contemplated herein, not to exceed $3,500, from funds separate and
apart  from  the  proceeds  of  the  Loan.

     9.   Default.  The  occurrence  of  any  of  the  following  events  shall
          -------
constitute  an  "EVENT  OF  DEFAULT"  under  this  Agreement:

          9.1  Nonpayment.  Borrower fails to pay, within five (5) calendar days
               ----------
after  demand  or  after the date when due, any payment obligation in accordance
with  the  terms  of  the  Note.

          9.2  Other  Provisions  of  Loan  Documents.  Except  for  payment
               --------------------------------------
obligations  under  the  Note or Guaranty, either Borrower or Guarantor fails to
comply  with  or perform any agreement, covenant, condition or provision of this
Agreement or any other Loan Document and such failure shall remain uncured for a
period  of  thirty  (30) days following delivery of written notice of default by
Lender  to  Borrower  or  Guarantor,  as  the  case  may  be.

     10.  Further  Assurances.  Each party hereto also agrees to provide further
          -------------------
assurances; to take further actions; and to make, execute, acknowledge, certify,
verify,  enter  into,  deliver, record and/ or file any and all documents as are
necessary  and  appropriate  to  the  Loan  or  to  the  closing,  consummation,
confirmation  and  perfection  of  any and all transactions contemplated by this
Agreement.


                                        3
<PAGE>
     11.  General  Provisions.
          -------------------

          11.1  No  Modifications.  No  supplement, modification or amendment of
                -----------------
this  Agreement  shall  be  binding  unless  executed in writing by all parties.

          11.2  Binding Agreement.  Neither party shall assign any right, power,
                -----------------
privilege  or authority or delegate any duty, liability or obligation under this
Agreement to any person or entity without the prior written consent of the other
party,  such  consent  not  to  be  unreasonably  withheld  or delayed.  No such
assignment  or  delegation  shall  release  the  assigning  party from any duty,
liability  or  obligation  under this Agreement unless expressly provided to the
contrary  in  a  written  instrument  signed  by  all  parties.  Subject  to the
foregoing  restrictions and limitations, this Agreement shall be binding on, and
shall  inure  to  the  benefit  of,  the  parties  and  their  respective heirs,
representatives,  successors  and  assigns.

          11.3  Attorneys  Fees.  If  either  party  commences  any  mediation,
                ---------------
arbitration,  administrative  proceeding  or  judicial  proceeding  (each,  a
"PROCEEDING")  to enforce or interpret any term, condition or other provision of
this  Agreement,  then the prevailing party in such Proceeding shall be entitled
to  recover  reasonable attorneys fees, expert witness fees, accounting 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.

          11.4  Enforceability.  In the event that the application of any of the
                --------------
provisions  of  this Agreement is held to be unenforceable or invalid by a court
of competent jurisdiction, the validity and enforceability of other applications
of  that  provision  and  of  the  remaining  provisions  shall not be affected.

          11.5  Counterparts  and  Execution.  This Agreement may be executed in
                ----------------------------
any  number  of counterparts, each of which shall be deemed an original, but all
of  which  together  shall constitute one and the same document.  Each signatory
may  affix  its respective signatures to this Agreement in any manner so long as
such signatory acknowledges such signature as its own.  Executed signature pages
from  separate  counterpart  originals  may  be attached to a single counterpart
copy.  The  parties  hereby agree that facsimile signatures may be used in order
to  close  the  transactions contemplated hereby (other than with respect to the
Purchase  Note);  provided,  however,  that  original  signatures shall promptly
follow  (by  Federal  Express, other overnight messenger or courier service) the
delivery  of  such  facsimile  signatures.

          11.6  Construction.  As used in this Agreement, masculine, feminine or
                ------------
neuter  gender and the singular or plural number shall each be deemed to include
the  others  where  and  when  the  context  so  dictates.

          11.7 Governing Law.  This Agreement 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.


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<PAGE>
          11.8  Legal Representation and Acknowledgement and Waiver of Conflict.
                ---------------------------------------------------------------
Lender  and  Borrower hereby acknowledge that RAL is the principal of Lender, is
an  attorney  licensed  to  practice  law  in  the  State  of  California  and a
shareholder  with GT and former partner of LR, which has been dissolved.  Lender
and  Borrower  further  acknowledge that Dennis J. Rasor ("DJR") is an associate
attorney  with  GT  and  a former partner of LR.  LR has in the past represented
Borrower,  and  GT  has  in  the  past  and  continues  to represent Borrower in
connection  with general business and securities matters.  Borrower acknowledges
that  neither  RAL,  DJR nor GT is representing Borrower, its representatives or
advisors  with  respect  to  this  Agreement or any transaction related thereto.
Borrower  acknowledges that RAL has disclosed to Borrower a conflict of interest
between RAL, DJR and GT on the one hand, and Borrower on the other, with respect
to the terms of this Agreement.  Borrower further acknowledges that RAL, DJR and
GT  have  advised  Borrower  to  obtain  independent  legal counsel to represent
Borrower  in  connection with this Agreement and to advise Borrower with respect
to any conflict this Agreement may present with respect to RAL's, DJR's and GT's
current  and  future  representation  of Borrower.  Further, Borrower and Lender
acknowledge  that  DJR  and  GT  are  representing  Lender  with respect to this
transaction  and  that  each  of Lender and Borrower has reviewed and executed a
separate  waiver  of  conflict  of interest with respect to such representation.

     IN  WITNESS  WHEREOF,  Borrower  and  Lender  have  executed, delivered and
entered into this Agreement as of the Effective Date hereof.


"BORROWER"

RAPIDTRON,  INC.,  a  Nevada  corporation


By:______________________________________
   John  Creel
   President  &  Chief  Executive  Officer


"LENDER"

LDM  ENTERPRISES,  LLC,
a  California  limited  liability  company


By:_______________________________________
   Raymond  A.  Lee,  Manager


By:_______________________________________
   Barbara  Lee,  Manager


                                        5
<PAGE>
                                   Schedule 1
                                   ----------

                                 Use of Proceeds
                                 ---------------

<TABLE>
<CAPTION>
<S>            <C>
SCI            $250,000.00
GT             $ 80,000.00
LR             $ 20,000.00
</TABLE>




_________________________________
(1) Discounted  from  $32,528.56.


                          Schedule 1 to Loan Agreement


<PAGE>
                          Exhibit "A" to Loan Agreement
                          -----------------------------

                           Form of Security Agreement
                           --------------------------

                                  SEE ATTACHED




                          Exhibit "A" to Loan Agreement


<PAGE>
                          Exhibit "B" to Loan Agreement
                          -----------------------------

                                Form of Guaranty
                                ----------------

                                  SEE ATTACHED




                          Exhibit "B" to Loan Agreement


<PAGE>
                          Exhibit "C" to Loan Agreement
                          -----------------------------

                              Form of Deed of Trust
                              ---------------------

                                  SEE ATTACHED




                          Exhibit "C" to Loan Agreement


<PAGE>
                          Exhibit "D" to Loan Agreement
                          -----------------------------

                   Form of Convertible Secured Promissory Note
                   -------------------------------------------

                                  SEE ATTACHED




                          Exhibit "D" to Loan Agreement