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                                               AMENDMENT TO
                     15% SECURED CONVERTIBLE PROMISSORY NOTE
                               DUE MARCH 31, 2005

     This  Amendment  to  15%  Secured Convertible Promissory Note due March 31,
2005  (the  "Amendment")  is  entered  into  on  August  11, 2005 by and between
Rapidtron,  Inc.  (the  "Company")  and Oceanus Value Fund, L.P. (the "Holder").

     A.   The  Company  has  previously  issued  to  the  Holder  a  15% Secured
Convertible  Promissory  Note  due  March  31,  2005  (the  "Note").

     B.   Pursuant  to  Section  13  of the Note, the Company and the Holder now
desire  to enter into this Amendment in order to (i) amend the Note as set forth
herein  and  (ii)  provide  for  certain  other  agreements  as  between  them.

     NOW,  THEREFORE,  in  consideration  of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged  by  the  parties,  the parties hereby agree as
follows:

     1.   AMENDMENT  AS  TO  PRINCIPAL  AMOUNT, INTEREST RATE AND MATURITY DATE.
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The  Note  is  hereby  amended  as  follows: (i) the principal amount is changed
from  "$400,000" to "$472,000," (ii) the interest rate is changed  from "15%" to
"10%,"  (iii)  all references to the Note being due on March 31, 2005 are hereby
deleted  and  (iv)  all references in the Note to "Maturity Date" and  "Maturity
Date  or  applicable Interest Payment Date" are hereby deleted and replaced with
"Payment  Date,"  as  defined  below.

     2.   AMENDMENT  OF  SECTION 1.   Section 1 of the Note is hereby deleted in
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its  entirety  and  replaced  with  the  following:

     "1.   Payment Obligation.   For value received, the Company promises to pay
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     to  Oceanus  Value  Fund,  L.P.  or  its  permitted  successors and assigns
     (collectively,  the  "Holder"),  (i)  the  principal amount of Four Hundred
     Seventy-two  Thousand  Dollars  ($472,000)  (to  which  may  be  added  any
     liquidated  damages  that  accrue pursuant to the terms of the Agreement or
     the  Registration Rights Agreement referenced below after December 31, 2005
     )  and (ii) interest on the principal amount outstanding at the rate of ten
     percent  (10%) 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 October 31, 2005; provided, however, that if by October
     31,  2005, the Company has entered into a definitive agreement with respect
     to  the  acquisition  of  control  of  the  Company by Axess AG (the "Axess
     Agreement"),  then  (i)  Two Hundred Thirty-six Thousand Dollars ($236,000)
     shall  be  due  and  payable  on  the  closing  date  of  the  transaction
     contemplated by the Axess Agreement (the "Commencement Date"), (ii) One


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     Hundred  Eighteen  Thousand  Dollars  ($118,000)  shall  be due and payable
     ninety  (90)  days  after  the  Commencement  Date  and (iii) the remaining
     outstanding  principal  amount  of this Note, together with all accrued and
     unpaid  interest, shall be due and payable in full one hundred eighty (180)
     days  after  the  Commencement Date; provided further, however, that in the
     event that the Commencement Date has not occurred by December 31, 2005, the
     entire outstanding principal amount of this Note, together with all accrued
     and  unpaid interest, shall be due and payable in full on December 31, 2005
     (with  each  date  that  payment  is due as provided in this sentence being
     referred  to  as  a "Payment Date"). 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."

     3.   AMENDMENT  OF  SECTION  5(A).   Section  5(a)  of  the  Note is hereby
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deleted  in  its  entirety  and  replaced  with  the  following:

     "(a) If (and  only if) this Note is not paid as and when required herein (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 $0.16 (the "Conversion Price")
     for each share of Common Stock."

     4.   OTHER  AGREEMENTS.  In  addition  to the foregoing, the parties hereby
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          agree  as  follows:

     (a)  Concurrent  with  the  Company's execution of this Amendment, it shall
pay  $2,500  in  immediately available funds to the Holder's attorney as payment
for  legal  fees  incurred  by  the  Holder  in  preparing  this  Amendment.

     (b)  The  amended principal amount of the Note includes $56,000 for accrued
penalties and $16,000 for accrued interest.  Therefore, the Holder hereby waives
all  defaults  by  the Company under the Note that occurred prior to the date of
this  Amendment.


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     (c)  The Holder agrees that if all amounts owing under the Note are paid in
full  on  or  before  October  31,  2005, the Holder shall return to the Company
seventy-five  percent  (75%)  of  the 797,367 shares of the Company's $0.001 par
value  common  stock  previously  acquired by the Holder (i.e., 598,025 shares).

     (d)  Any  default(s)  that occur prior to December 31, 2005 with respect to
the  Company's  obligations  under  its  Registration  Rights Agreement with the
Holder  dated  December  1,  2004, as well as any liquidated damages that accrue
pursuant  thereto,  are  hereby  waived.

     5.   RATIFICATION  OF  REMAINING  TERMS.   Except as expressly set forth in
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this Amendment, all of the terms and provisions of the Note shall remain in full
force  and  effect.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
                              duly  executed  by  their  respective  authorized
                              persons on the date first written above.

                              RADIPTRON, INC.

                              By:
                                         President
                              By:
                                         Secretary


                              OCEANUS VALUE FUND, L.P.

                              By: Oceanus Asset Management, L.L.C.,
                              General Partner

                              By:
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                                      John C. Tausche, Member


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