EXHIBIT  10.6

                               SECURITY AGREEMENT
                               ------------------


     THIS  SECURITY  AGREEMENT  ("Agreement") is made and entered into this 23rd
day  of  September,  2003, by and between RAPIDTRON, INC., a Nevada corporation,
("Debtor"); AXESS AG ("Secured Party"); and DESIGNA ACCESS CORPORATION, an agent
of  Axess  AG  ("Agent").

     For valuable consideration, receipt of which is acknowledged, Debtor grants
to  Secured  Party  a  security interest in the property described in Schedule I
attached hereto and incorporated by this reference (herein called "Collateral").

     TOGETHER  WITH  all  proceeds  of  the  Collateral.

     TO  SECURE  THE  FOLLOWING  OBLIGATIONS  (collectively, the "Obligations"):

     (a) The payment and performance of Debtor's indebtedness and obligations to
Secured  Party  under  that  certain  Purchase  Order dated May 16, 2003, with a
requested  delivery  date  of July 7, 2003, between Secured Party and Debtor, as
amended  by that certain Letter Agreement between Debtor and Secured Party dated
September  23,  2003,  and  any  and  all  extensions,  renewals, modifications,
amendments  and  replacements  thereof  (collectively,  the  "Purchase  Order");

     (b)  The  payment  and  performance  of  all  Debtor's  indebtedness  and
obligations to Secured Party under (i) this Security Agreement, (ii) any and all
agreements,  instruments or documents now or hereafter evidencing or securing an
Additional  Debt  (as  defined  below),  and  (iii)  any  and  all  agreements,
instruments  or  documents  now or hereafter evidencing or securing the Purchase
Order;  and

     (c)  The  payment  and  performance  of  any  other  debts,  obligations or
liabilities,  with  interest thereon, of Debtor (or any successor in interest to
Debtor  as  the  owner  of  the  Collateral) to Secured Party heretofore, now or
hereafter  made, incurred or created when Debtor (or such successor) executes an
agreement,  instrument  or  document  which specifically states that such debts,
obligations or liabilities are secured by this Agreement (an "Additional Debt").

1.     Representations  and  Warranties.  Debtor  represents,  warrants  and
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covenants  to  Secured  Party  as  follows:

     (a)     Debtor  is  the owner of the Collateral free from any adverse lien,
security  interest  or  encumbrances.  Debtor will defend against all claims and
demands  of  all  persons  at any time claiming the same or an interest therein.

     (b)     Except  as  stated  on  Schedule  I  hereto, no Financing Statement
covering any Collateral or any proceeds thereof is on file in any public office.
At  the  request  of  Secured  Party,  Debtor  will  join  with Secured Party in
executing  one  or more Financing Statements, pursuant to the Uniform Commercial
Code,  naming Agent as the secured party in a form satisfactory to Secured Party
and  will  pay the cost of filing the same or filing or recording this Agreement
in all public offices wherever filing or recording is deemed by Secured Party to
be  necessary  or  desirable.


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     (c)     Debtor  shall  keep  separate, accurate and complete records of the
Collateral  and  provide  Secured  Party with such books, records and such other
reports  and information relating to the Collateral as Secured Party may request
from  time  to  time.

2.     Default.  Debtor  shall  be  in  default  under  this  Agreement upon the
       -------
happening  of  any  of  the  following  events  or  conditions:

     (a)     Default  by  Debtor in the payment of any or all of the Obligations
secured  hereby,  or failure by Debtor to perform any agreement herein contained
or  referred  to  herein  or  secured  hereby.

     (b)     Any  warranty,  representation  or  statement, made or furnished to
Secured  Party  by or on behalf of Debtor, that proves to have been false in any
material  respect  when  made  or  furnished;

     (c)     Termination  of  existence,  dissolution,  insolvency,  business
failure,  appointment  of  a receiver of any part of the property of, assignment
for  the  benefit  of creditors by, or the commencement of any proceedings under
any  bankruptcy  or  insolvency  laws  by,  or  against,  Debtor.

3.     Remedies.  Upon  any  such default, Secured Party, at its option, without
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demand  upon  or  notice to Debtor, declare all Obligations secured hereby to be
immediately  due  and  payable,  and Secured Party shall have all the rights and
remedies  provided  a secured party under the Uniform Commercial Code as enacted
in  California and may proceed to foreclose the security interest created hereby
according  to  law,  and may, at its option, and it is hereby empowered, with or
without  foreclosure  action,  to  enter upon the business premises of Debtor or
other  premises  where  the  Collateral  or  any  part  thereof  may be and take
possession  thereof and remove the Collateral or any part thereof.  In addition,
Secured  Party  may  require  Debtor  to  assemble  the  Collateral  and make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably  convenient  to both parties.  Unless the Collateral is perishable or
threatens  to  decline  speedily  in value or is of a type customarily sold on a
recognized  market, Secured Party will give Debtor reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or  other  intended  disposition  is to be made.  The requirements of reasonable
notice shall be met if such notice is mailed, postage prepaid, to the address of
Debtor  shown  above  at  least  ten  (10)  days  before the time of the sale or
disposition.  The  Collateral may be sold in one or more lots and at one or more
sales,  which  may be held on different days and need not be held within view of
the  Collateral  being  sold.  Secured  Party  shall  deduct and retain from the
proceeds  of  such  sale or sales all costs and expenses paid or incurred in the
taking,  removal,  holding,  preparing  for  sale  or  sales  of the Collateral,
including  any reasonable attorneys' fees and legal expenses incurred or paid by
Secured  Party;  the  balance  of the proceeds shall be applied by Secured Party
upon  the  Obligations secured hereby, in such order and manner as Secured Party
may determine, and the surplus, if any, shall be paid to Debtor or to the person
or  persons  lawfully  entitled  to  receive  the  same.

     Secured  Party,  at its option, shall have the right to commence any action
or  proceeding  against  a  third  party  or  appear  in or defend any action or
proceeding  brought  by a third party purporting to affect the rights, duties or
liabilities of the parties hereto, including, without limiting the generality of
the  foregoing, an action to foreclose the security interest created hereby, and
in connection therewith to incur costs, expenses and attorneys' fees in any such
action  or  proceeding  in  which  the  Secured Party shall appear, all of which
costs,  expenses and attorneys' fees will be paid or reimbursed to Secured Party
by  Debtor  together  with  interest from the date of expenditure at the maximum
rate  permitted  by  law.


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     In  the  event  of  any default hereunder, Secured Party shall be entitled,
without  notice  and without regard to the adequacy of the Collateral and of any
other  security  for  the  indebtedness  hereby secured, to the appointment of a
receiver to take possession of all or any part of the Collateral and to exercise
such  powers  as  the  Court  shall  confer  upon  him.

     At  any public sale or sales made under this Paragraph or authorized herein
or  by  law,  or  at  any  sale  or sales made upon judicial foreclosure of this
security  interest,  Secured  Party  (or  its  representative)  may  bid for and
purchase  any  Collateral  being  sold and, in the event of such purchase, shall
hold  such  property  thereafter  discharged  of  all  rights  of  redemption.

4.     Agency.  Debtor  hereby  recognizes  Agent  as  agent  of  Secured  Party
       ------
authorized  to  act  on behalf of Secured Party pursuant to this Agreement.  Any
right  granted  to  Secured Party hereunder may be enforced by Agent and any act
permitted to be taken by Secured Party hereunder may be taken by Agent on behalf
of  Secured  Party.

5.  Assignment.  The  words  "Secured Party" and "Debtor", as used herein, shall
    ----------
be  construed  to  include  the  heirs,  legatees,  devisees,  administrators,
executors,  successors  and  assigns, respectively, of Secured Party and Debtor.
This  Agreement  shall  bind  and  inure  to  the benefit of such third persons.
Whenever the context so requires, the masculine gender includes the feminine and
neuter,  the singular number includes the plural, and vice versa.  References to
the  Uniform  Commercial Code refer to the Uniform Commercial Code as adopted by
the  State  of  California.

6.     Attorney  Fees.  In the event suit is brought to enforce or interpret any
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part  of this Agreement, the prevailing party shall be entitled to recover as an
element  of its cost of suit, and not as damages, a reasonable attorneys' fee to
be  fixed  by  the  Court.

7.     Release.  Upon  performance  of  the  obligation  and payment of the debt
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secured hereby, Secured Party shall execute such documents as Debtor may request
to  release  and  relinquish  the  security  interest  created  hereby.

     The  parties  hereto  have  executed  this Agreement the day and year first
written  above.

"Debtor"                                "Secured  Party"

RAPIDTRON,  INC.,                        AXESS  AG
a  Nevada  corporation


By:      /s/  John  Creel                By:       /s/ Wolfram Kocznar
   --------------------------------         -----------------------------------
     John  Creel,  President  &  CEO     Print  Name:  Wolfram  Kocznar
                                         Its:  CEO

                                        "Agent"

                                         DESIGNA  ACCESS  CORPORATION



                                         By:    /s/  W.  Bernie  Kubisiak
                                           -------------------------------------
                                         Print  Name:  W.  Bernie  Kubisiak
                                         Its:  Treasurer


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                                   SCHEDULE I


                            DESCRIPTION OF COLLATERAL
                            -------------------------


     The  first  One  Hundred Thousand Dollars (US$100,000) collected by Debtor,
beginning on September 23, 2003, pursuant to Debtor's contract rights, rights to
the  payment of money (whether due or to become due and whether or not earned by
performance),  in  the  following  accounts  receivable:

                       (Please attach Aging Detail Report)


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