[GRAPHIC OMITED]


                               SILICON VALLEY BANK
                                3003 Tasman Drive
                             Santa Clara, Ca. 95054
                       (408) 654-1000 - Fax (408) 980-6410

                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

     This Accounts Receivable Purchase Agreement (the "Agreement") is made as of
the  Effective Date by and among Silicon Valley Bank ("Buyer") having a place of
business  at  the  address  specified  above  and  RAPIDTRON,  INC.,  a DELAWARE
corporation  and  RapidTron,  Inc., a Nevada corporation (jointly, severally and
collectively,  "Seller")  having  its  principal  place  of  business  and chief
executive  office  at  3151  Airway Avenue, Building Q, Costa Mesa, CA 92626 and
with  a  FAX  number  of  __________________.

1.  DEFINITIONS.  When used herein, the following terms shall have the following
meanings.
     "Account  Balance"  shall  mean,  on any given day, the gross amount of all
Purchased  Receivables  unpaid  on  that  day.
     "Account Debtor" shall have the meaning set forth in the California Uniform
Commercial Code and shall include any person liable on any Purchased Receivable,
including  without limitation, any guarantor of the Purchased Receivable and any
issuer  of  a  letter  of  credit  or  banker's  acceptance.
     "Adjustments"  shall  mean  all  discounts,  allowances, returns, disputes,
counterclaims,  offsets,  defenses,  rights  of  recoupment,  rights  of return,
warranty  claims,  or  short  payments,  asserted by or on behalf of any Account
Debtor  with  respect  to  any  Purchased  Receivable.
     "Advance"  shall  have  the  meaning  set  forth  in  Section  2.2  hereof.
     "Business  Day" is any day that is not a Saturday, Sunday or a day on which
the  Buyer  is  closed.
     "Collateral"  shall  have  the  meaning  set  forth  in  Section  8 hereof.
     "Collections" shall mean all good funds received by Buyer from or on behalf
of  an  Account  Debtor  with  respect  to  Purchased  Receivables.
     "Compliance  Certificate"  shall  mean a certificate, in a form provided by
Buyer to Seller, which contains the certification of the chief financial officer
of Seller that, among other things, the representations and warranties set forth
in  this  Agreement  are  true  and  correct  as of the date such certificate is
delivered.
     "Due  Diligence  Fee" shall have the meaning set for in Section 3.7 hereof.
     "Effective  Date"  is  the  date  Buyer  executes  this  Agreement.
     "Event  of  Default"  shall have the meaning set forth in Section 9 hereof.
     "Facility  Fee"  shall  have  the  meaning set forth in Section 3.6 hereof.
     "Finance  Charges"  shall have the meaning set forth in Section 3.2 hereof.
     "Invoice  Transmittal"  shall  mean  a  writing  signed  by  an  authorized
representative  of  Seller  which  accurately  identifies  the receivables which
Buyer,  at its election, may purchase, and includes for each such receivable the
correct  amount  owed by the Account Debtor, the name and address of the Account
Debtor,  the  invoice  number,  the  invoice  date  and  the  account  code.
     "Obligations"  shall  mean  all  advances,  financial  accommodations,
liabilities, obligations, covenants and duties owing, arising, due or payable by
Seller  to  Buyer  of any kind or nature, present or future, arising under or in
connection  with  this  Agreement  or  under  any  other document, instrument or
agreement,  whether or not evidenced by any note, guarantee or other instrument,
whether  arising  on  account  or  by  overdraft,  whether  direct  or  indirect
(including  those  acquired  by  assignment)  absolute or contingent, primary or
secondary,  due  or  to  become due, now owing or hereafter arising, and however
acquired;  including,  without  limitation,  all  Advances,  Finance  Charges,
interest, Repurchase Amounts, fees, expenses,  professional fees and  attorneys'
fees  and  any  other  sums  chargeable  to  Seller  hereunder  or  otherwise.
     "Purchased Receivables" shall mean all those accounts, receivables, chattel
paper,  instruments, contract rights, documents, general intangibles, letters of
credit,  drafts,  bankers  acceptances,  and rights to payment, and all proceeds
thereof  (all  of the foregoing being referred to as "receivables"), arising out
of the invoices and other agreements identified on or delivered with any Invoice
Transmittal  delivered by Seller to Buyer which Buyer elects to purchase and for
which  Buyer  makes  an  Advance.
     "Refund"  shall  have  the  meaning  set  forth  in  Section  3.5  hereof.
     "Reserve"  shall  have  the  meaning  set  forth  in  Section  2.4  hereof.
     "Repurchase Amount" shall have the meaning set forth in Section 4.2 hereof.
     "Reconciliation  Date"  shall  mean  the  last  calendar  day  of  each
Reconciliation  Period.


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<PAGE>
     "Reconciliation  Period"  shall  mean  each  calendar  month of every year.

2.  PURCHASE  AND  SALE  OF  RECEIVABLES.

     2.1.  OFFER TO SELL RECEIVABLES.  During the term hereof, and provided that
there  does  not  then exist any Event of Default or any event that with notice,
lapse  of  time  or  otherwise  would constitute an Event of Default, Seller may
request  that  Buyer purchase receivables and Buyer may, in its sole discretion,
elect  to  purchase  receivables.  Seller  shall  deliver  to  Buyer  an Invoice
Transmittal  with  respect to any receivable for which a request for purchase is
made.  An  authorized  representative  of  Seller  shall  sign  each  Invoice
Transmittal  delivered  to  Buyer.  Buyer  shall  be entitled to rely on all the
information  provided  by Seller to Buyer on or with the Invoice Transmittal and
to  rely  on the signature on any Invoice Transmittal as an authorized signature
of  Seller.

     2.2.  ACCEPTANCE  OF  RECEIVABLES.  Buyer  shall  have  no  obligation  to
purchase  any  receivable  listed on an Invoice Transmittal.  Buyer may exercise
its sole discretion in approving the credit of each Account Debtor before buying
any  receivable.  Upon  acceptance  by  Buyer  of  all or any of the receivables
described  on  any  Invoice Transmittal, Buyer shall pay to Seller 70(%) percent
                                                                   -----
(or  80(%)  percent  on  receivables  with terms of 30 days or less) of the face
     -----
amount of each receivable Buyer desires to purchase, net of deferred revenue and
offsets  related  to  each  specific  Account Debtor.  Such payment shall be the
"Advance" with respect to such receivable.  Buyer may, from time to time, in its
sole  discretion, change the percentage of the Advance.  Upon Buyer's acceptance
of  the  receivable  and  payment to Seller of the Advance, the receivable shall
become  a  "Purchased Receivable."  It shall be a condition to each Advance that
(i)  all  of  the  representations and warranties set forth in Section 6 of this
Agreement  be  true  and  correct  on  and as of the date of the related Invoice
Transmittal  and  on and as of the date of such Advance as though made at and as
of  each such date, and  (ii) no Event of Default or any event or condition that
with  notice,  lapse  of  time or otherwise would constitute an Event of Default
shall  have  occurred  and  be  continuing,  or  would result from such Advance.
Notwithstanding the foregoing, in no event shall the aggregate amount of all (i)
Purchased  Receivables  outstanding  at any time exceed TWO MILLION FIVE HUNDRED
THOUSAND  DOLLARS  ($2,500,000) and (ii) Advances outstanding at any time exceed
ONE  MILLION  SEVEN  HUNDRED  FIFTY  THOUSAND  DOLLARS  ($1,750,000).

      2.3.  EFFECTIVENESS  OF  SALE TO BUYER.  Effective upon Buyer's payment of
an  Advance,  and  for and in consideration therefor and in consideration of the
covenants  of  this  Agreement,  Seller  hereby  absolutely sells, transfers and
assigns  to  Buyer,  all  of  Seller's  right, title and interest in and to each
Purchased  Receivable  and  all  monies  due  or which may become due on or with
respect to such Purchased Receivable.  Buyer shall be the absolute owner of each
Purchased  Receivable.  Buyer  shall  have, with respect to any goods related to
the  Purchased Receivable, all the rights and remedies of an unpaid seller under
the  California  Uniform Commercial Code and other applicable law, including the
rights  of  replevin,  claim  and delivery, reclamation and stoppage in transit.

     2.4.  ESTABLISHMENT  OF  A  RESERVE.  Upon  the  purchase  by Buyer of each
Purchased Receivable, Buyer shall establish a reserve.  The reserve shall be the
amount  by which the face amount of the Purchased Receivable exceeds the Advance
on that Purchased Receivable (the "Reserve"); provided, the Reserve with respect
to  all Purchased Receivables outstanding at any one time shall be an amount not
less than 30(%) percent (or 20(%) percent on Purchased Receivables with terms of
          -----             -----
30  days or less) of the Account Balance at that time and may be set at a higher
percentage  at  Buyer's  sole  discretion.  The  reserve shall be a book balance
maintained  on  the  records  of  Buyer  and  shall  not  be  a segregated fund.

3.  COLLECTIONS,  CHARGES  AND  REMITTANCES.

     3.1.  COLLECTIONS.  In  computing  Finance  Charges on the Obligations, all
checks  and  other  items  of  payment  received by Buyer (including proceeds of
Purchased  Receivables  and  payment  of  Obligations  in  full) shall be deemed
applied  by  Buyer  on  account of the Obligations three (3) Business Days after
receipt  by  Buyer of immediately available funds. If Seller is in default under
this  Agreement,  Buyer  shall  apply  all  Collections  to Seller's Obligations
hereunder  in  such  order  and  manner  as  Buyer may determine.  If an item of
collection  is  not honored or Buyer does not receive good funds for any reason,
the  amount  shall  be included in the Account Balance as if the Collections had
not  been  received  and Finance Charges under Section 3.2 shall accrue thereon.

     3.2.  FINANCE  CHARGES.  On  each  Reconciliation  Date Seller shall pay to
Buyer  a  finance  charge in an amount equal to 1.50(%) percent per month of the
                                                -------
average  daily  Account Balance outstanding during the applicable Reconciliation
Period  (the "Finance Charges").  Buyer shall deduct the accrued Finance Charges
from  the  Reserve  as  set  forth  in  Section  3.5  below.


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<PAGE>
     3.3.  INTENTIONALLY  LEFT  BLANK.

     3.4.  ACCOUNTING.  Buyer  shall  prepare and send to Seller after the close
of  business  for  each Reconciliation Period, an accounting of the transactions
for  that  Reconciliation  Period,  including  the  amount  of  all  Purchased
Receivables,  all  Collections, Adjustments and Finance Charges.  The accounting
shall  be deemed correct and conclusive unless Seller makes written objection to
Buyer  within  thirty  (30) days after the Buyer mails the accounting to Seller.

     3.5.  REFUND  TO  SELLER.  Provided that there does not then exist an Event
of  Default  or  any  event  or  condition  that  with  notice, lapse of time or
otherwise  would constitute an Event of Default, Buyer shall refund to Seller by
check  after  the  Reconciliation  Date, the amount, if any, which Buyer owes to
Seller  at  the  end  of  the  Reconciliation Period according to the accounting
prepared  by  Buyer  for  that Reconciliation Period (the "Refund").  The Refund
shall  be  an  amount  equal  to:
     (A)  (1)  The  Reserve  as  of the beginning of that Reconciliation Period,
          PLUS
          (2) the Reserve created for each Purchased Receivable purchased during
           that  Reconciliation  Period,  MINUS
     (B)  The  total  for  that  Reconciliation  Period  of:
          (1)  the  (intentionally  left  blank);
          (2)  Finance  Charges;
          (3)  Adjustments;
          (4)  Repurchase  Amounts,  to  the  extent  Buyer has agreed to accept
           payment  thereof  by  deduction  from  the  Refund;
          (5)  the  Reserve  for  the Account Balance as of the first day of the
           following  Reconciliation  Period in the minimum percentage set forth
           in Section  2.4  hereof;  and
          (6)  all amounts due, including professional fees and expenses, as set
forth  in  Section 12 for which oral or written demand has been made by Buyer to
Seller  during  that  Reconciliation  Period  to  the extent Buyer has agreed to
accept  payment  thereof  by deduction from the Refund.
In  the event the formula set forth in this Section 3.5 results in an amount due
to  Buyer  from Seller, Seller shall make such payment in the same manner as set
forth  in  Section  4.3 hereof for repurchases. If the formula set forth in this
Section 3.5 results in an amount due to Seller from Buyer, Buyer shall make such
payment by check, subject to Buyer's rights under Section 4.3 and Buyer's rights
of  offset  and  recoupment.

     3.6.  FACILITY FEE.  A fully earned, non-refundable facility fee of $20,000
shall be due upon execution of this Agreement and on an annual basis thereafter.

     3.7.  DUE  DILIGENCE FEE.  A fully earned, non-refundable due diligence fee
of  $7,500  is  due immediately (the "Due Diligence Fee") (previously received).

4.  RECOURSE  AND  REPURCHASE  OBLIGATIONS.

     4.1.  RECOURSE.  Buyer's  acquisition  of Purchased Receivables from Seller
shall be with full recourse against Seller.  In the event the Obligations exceed
the  amount  of Purchased Receivables and Collateral, Seller shall be liable for
any  deficiency.

     4.2.  SELLER'S  AGREEMENT  TO REPURCHASE.  Seller agrees to pay to Buyer on
demand,  the  full-face  amount,  or  any  unpaid  portion,  of  any  Purchased
Receivable:
     (A)  which remains unpaid ninety (90) calendar days after the invoice date;
     or
     (B)  which  is  owed  by any Account Debtor who has filed, or has had filed
     against  it,  any bankruptcy case, assignment for the benefit of creditors,
     receivership,  or  insolvency  proceeding  or  who has become insolvent (as
     defined  in  the  United  States  Bankruptcy  Code) or who is generally not
     paying  its  debts  as  such  debts  become  due;  or
     (C)  with  respect  to  which  there  has  been  any  breach of warranty or
     representation  set forth in Section 6 hereof or any breach of any covenant
     contained  in  this  Agreement;  or
     (D)  with  respect  to  which  the  Account  Debtor  asserts  any discount,
     allowance,  return,  dispute,  counterclaim,  offset,  defense,  right  of
     recoupment,  right  of  return,  warranty claim, or short payment;
together  with  all reasonable attorneys' and professional fees and expenses and
all court costs incurred by Buyer in collecting such Purchased Receivable and/or
enforcing  its  rights under, or collecting amounts owed by Seller in connection
with,  this  Agreement  (collectively,  the  "Repurchase  Amount").


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<PAGE>
     4.3.  SELLER'S PAYMENT OF THE REPURCHASE AMOUNT OR OTHER AMOUNTS DUE BUYER.
When  any  Repurchase  Amount  or other amount owing to Buyer becomes due, Buyer
shall inform Seller of the manner of payment which may be any one or more of the
following  in  Buyer's  sole  discretion:  (a)  in  cash immediately upon demand
therefor;  (b)  by  delivery  of  substitute invoices and an Invoice Transmittal
acceptable  to  Buyer which shall thereupon become Purchased Receivables; (c) by
adjustment  to the Reserve pursuant to Section 3.5 hereof; (d) by deduction from
or  offset against the Refund that would otherwise be due and payable to Seller;
(e)  by  deduction  from  or  offset against  the amount that otherwise would be
forwarded  to  Seller  in  respect  of  any further Advances that may be made by
Buyer; or (f) by any combination of the foregoing as Buyer may from time to time
choose.

     4.4.  SELLER'S AGREEMENT TO REPURCHASE ALL PURCHASED RECEIVABLES.  Upon and
after  the  occurrence of an Event of Default, Seller shall, upon Buyer's demand
(or,  in the case of an Event of Default under Section 9(B), immediately without
notice  or  demand  from  Buyer)  repurchase  all the Purchased Receivables then
outstanding,  or  such portion thereof as Buyer may demand.  Such demand may, at
Buyer's  option,  include and Seller shall pay to Buyer immediately upon demand,
cash in an amount equal to the Advance with respect to each Purchased Receivable
then  outstanding  together  with  all  accrued  Finance  Charges,  Adjustments,
attorney's  and  professional  fees,  court  costs  and expenses as provided for
herein,  and  any  other  Obligations.  Upon  receipt  of payment in full of the
Obligations,  Buyer  shall  immediately  instruct  Account Debtors to pay Seller
directly,  and  return  to  Seller any Refund due to Seller.  For the purpose of
calculating  any  Refund  due  under  this Section only, the Reconciliation Date
shall  be  deemed to be the date Buyer receives payment in good funds of all the
Obligations  as  provided  in  this  Section  4.4.

5.  POWER  OF  ATTORNEY.  Seller  does  hereby irrevocably appoint Buyer and its
successors  and assigns as Seller's true and lawful attorney in fact, and hereby
authorizes  Buyer, regardless of whether there has been an Event of Default, (a)
to  sell,  assign,  transfer,  pledge, compromise, or discharge the whole or any
part  of  the  Purchased  Receivables; (b) to demand, collect, receive, sue, and
give  releases  to any Account Debtor for the monies due or which may become due
upon  or with respect to the Purchased Receivables and to compromise, prosecute,
or  defend  any  action,  claim,  case  or  proceeding relating to the Purchased
Receivables, including the filing of a claim or the voting of such claims in any
bankruptcy  case, all in Buyer's name or Seller's name, as Buyer may choose; (c)
to  prepare,  file  and  sign  Seller's  name  on any notice, claim, assignment,
demand,  draft,  or  notice  of  or  satisfaction  of lien or mechanics' lien or
similar  document  with  respect  to  Purchased  Receivables;  (d) to notify all
Account Debtors with respect to the Purchased Receivables to pay Buyer directly;
(e)  to  receive,  open,  and  dispose  of  all mail addressed to Seller for the
purpose of collecting the Purchased Receivables; (f) to endorse Seller's name on
any  checks  or  other  forms  of  payment  on the Purchased Receivables; (g) to
execute  on  behalf  of  Seller  any  and  all instruments, documents, financing
statements  and  the  like  to  perfect  Buyer's  interests  in  the  Purchased
Receivables  and  Collateral;  and  (h)  to  do all acts and things necessary or
expedient,  in  furtherance  of any such purposes.  If Buyer receives a check or
item  which  is  payment for both a Purchased Receivable and another receivable,
the  funds  shall  first  be applied to the Purchased Receivable and, so long as
there  does not exist an Event of Default or an event that with notice, lapse of
time  or  otherwise  would  constitute  an Event of Default, the excess shall be
remitted  to  Seller.  Upon  the  occurrence  and  continuation  of  an Event of
Default,  all  of  the  power  of  attorney  rights  granted  by Seller to Buyer
hereunder  shall be applicable with respect to all Purchased Receivables and all
Collateral.

6.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

     6.1.      RECEIVABLES'  WARRANTIES,  REPRESENTATIONS  AND  COVENANTS.  To
induce  Buyer to buy receivables and to renders its services to Seller, and with
full  knowledge  that  the  truth and accuracy of the following are being relied
upon  by  the  Buyer  in  determining whether to accept receivables as Purchased
Receivables,  Seller represents, warrants, covenants and agrees, with respect to
each  Invoice  Transmittal  delivered  to  Buyer  and  each receivable described
therein,  that:
     (A)  Seller  is  the  absolute  owner  of  each receivable set forth in the
     Invoice  Transmittal  and has full legal right to sell, transfer and assign
     such  receivables;
     (B)  The  correct  amount of each receivable is as set forth in the Invoice
     Transmittal  and  is  not  in  dispute;
     (C)  The  payment of each receivable is not contingent upon the fulfillment
     of  any  obligation or contract, past or future and any and all obligations
     required  of  the  Seller have been fulfilled as of the date of the Invoice
     Transmittal;
     (D)  Each  receivable  set  forth on the Invoice Transmittal is based on an
     actual  sale  and  delivery  of goods and/or services actually rendered, is
     presently  due  and owing to Seller, is not past due or in default, has not
     been previously sold, assigned, transferred, or pledged, and is free of any
     and  all  liens,  security  interests  and  encumbrances  other than liens,
     security  interests or encumbrances in favor of Buyer or any other division
     or  affiliate  of  Silicon  Valley  Bank;


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<PAGE>
     (E)  There  are  no  defenses, offsets, or counterclaims against any of the
     receivables,  and no agreement has been made under which the Account Debtor
     may  claim  any  deduction  or  discount, except as otherwise stated in the
     Invoice  Transmittal;
     (F)  Each Purchased Receivable shall be the property of the Buyer and shall
     be  collected  by Buyer, but if for any reason it should be paid to Seller,
     Seller  shall promptly notify Buyer of such payment, shall hold any checks,
     drafts,  or monies so received in trust for the benefit of Buyer, and shall
     promptly  transfer  and  deliver  the  same  to  the  Buyer;
     (G)  Buyer  shall  have  the  right  of  endorsement, and also the right to
     require  endorsement by Seller, on all payments received in connection with
     each  Purchased  Receivable  and  any  proceeds  of  Collateral;
     (H)  Seller,  and to Seller's best knowledge, each Account Debtor set forth
     in  the  Invoice  Transmittal, are and shall remain solvent as that term is
     defined  in  the  United  States Bankruptcy Code and the California Uniform
     Commercial  Code, and no such Account Debtor has filed or had filed against
     it  a  voluntary or involuntary petition for relief under the United States
     Bankruptcy  Code;
     (I) Each Account Debtor named on the Invoice Transmittal will not object to
     the  payment  for, or the quality or the quantity of the subject matter of,
     the  receivable  and  is  liable  for  the  amount set forth on the Invoice
     Transmittal;
     (J)  Seller  will  remit all payments for accounts to Buyer by the close of
     business  on  each  Friday  along with a detailed cash receipts journal and
     shall immediately notify and direct all of the Seller's Account Debtor's to
     make  all  payments  for Seller's accounts to a lockbox account established
     with  Buyer  ("Lockbox")  or to wire transfer payments to a cash collateral
     account  that  Buyer  controls. It will be considered an immediate Event of
     Default  if  the  Lockbox is not set-up and operational within 45 days from
     the  date  of  this  Agreement;  and
     (K)  All  receivables  forwarded  to  and  accepted by Buyer after the date
     hereof,  and thereby becoming Purchased Receivables, shall comply with each
     and  every  one of the foregoing representations, warranties, covenants and
     agreements  referred  to  above  in  this  Section  6.1.

     6.2.  ADDITIONAL WARRANTIES, REPRESENTATIONS AND COVENANTS.  In addition to
the  foregoing warranties, representations and covenants, to induce Buyer to buy
receivables  and  to  render  its  services to Seller, Seller hereby represents,
warrants,  covenants  and  agrees  that:
     (A) Seller will not assign, transfer, sell, or grant, or permit any lien or
     security interest in any Purchased Receivables or Collateral to or in favor
     of  any  other  party,  without  Buyer's  prior  written  consent;
     (B)  The  Seller's  name, form of organization, chief executive office, and
     the  place  where  the  records  concerning  all  Purchased Receivables and
     Collateral  are  kept  is  set  forth  at  the beginning of this Agreement,
     Collateral  is  located  only at the location set forth in the beginning of
     this  Agreement, or, if located at any additional location, as set forth on
     a  schedule attached to this Agreement, and Seller will give Buyer at least
     thirty  (30)  days  prior  written notice if such name, organization, chief
     executive  office  or  other  locations of Collateral or records concerning
     Purchased  Receivables  or Collateral is changed or added and shall execute
     any  documents  necessary  to  perfect  Buyer's  interest  in the Purchased
     Receivables  and  the  Collateral;
     (C) Seller shall (i) pay all of its normal gross payroll for employees, and
     all  federal and state taxes, as and when due, including without limitation
     all  payroll  and  withholding taxes and state sales taxes; (ii) deliver at
     any time and from time to time at Buyer's request, evidence satisfactory to
     Buyer  that  all  such  amounts  have  been  paid  to  the  proper  taxing
     authorities;  and  (iii) if requested by Buyer, pay its payroll and related
     taxes through a bank or an independent payroll service acceptable to Buyer.
     (D)  Seller  has  not,  as  of the time Seller delivers to Buyer an Invoice
     Transmittal, or as of the time Seller accepts any Advance from Buyer, filed
     a  voluntary petition for relief under the United States Bankruptcy Code or
     had  filed  against  it  an  involuntary  petition  for  relief;
     (E)  If  Seller owns, holds or has any interest in, any copyrights (whether
     registered, or unregistered), patents or trademarks, and licenses of any of
     the  foregoing,  such  interest  has  been  disclosed  to  Buyer  and  is
     specifically  listed  and  identified  on a schedule to this Agreement, and
     Seller  shall  immediately  notify  Buyer  if  Seller hereafter obtains any
     interest in any additional copyrights, patents, trademarks or licenses that
     are  significant  in  value or are material to the conduct of its business;
     (F)  Seller  shall provide Buyer with a Compliance Certificate on a monthly
     basis  to  be  received  by  Buyer  no  later  than  30 days following each
     Reconciliation  Period  or  on  a  more  frequent  or other basis if and as
     requested  by  Buyer,
     (G) Seller shall provide Buyer with, (i) as soon as available, but no later
     than  20  days  following  each  Reconciliation  Period, a deferred revenue
     report  and  an  aged  listing of accounts receivable and accounts payable;
     (ii)  as  soon  as  available,  but  no  later  than 30 days following each
     Reconciliation  Period,  a  company  prepared  balance  sheet  and  income
     statement,  prepared  under  GAAP,  consistently applied, covering Seller's
     operations during the period; (iii) as soon as available, but no later than
     120  days  after the last day of Seller's fiscal year, audited consolidated
     financial  statements  prepared  under  GAAP,


                                                                          Page 5
<PAGE>
     consistently applied, together with an unqualified opinion on the financial
     statements  from an independent certified public accounting firm reasonably
     acceptable  to  Buyer; (iv) a prompt report of any legal actions pending or
     threatened  against Seller that could result in damages or costs to Seller;
     (v)  budgets,  sales  projections,  operating  plans  or  other  financial
     information  Buyer  reasonably  requests;
     (H) On request by Buyer, Seller will promptly furnish any information Buyer
     may  reasonably  request  to  determine  financial  condition  of  Seller,
     including,  but  not  limited  to  all  of  Seller's  Obligations,  and the
     condition  of  any  of  Seller's  receivables which may include but are not
     limited  to  Purchased  Receivables;
     (I) Seller will maintain its primary banking relationship with Buyer, which
     relationship  shall  include  Seller  maintaining  account  balances in any
     accounts  at  or  through  Buyer  representing  at least 75% of all account
     balances  of  Seller  at  any  financial  institution;  and
     (J) Seller shall not, without Buyer's prior written consent (which shall be
     a matter of its good faith business judgment), do any of the following: (i)
     merge  or  consolidate with another corporation or entity; (ii) acquire any
     assets,  except  in  the  ordinary course of business; (iii) enter into any
     other  transaction  outside  the  ordinary course of business; (iv) sell or
     transfer  any  Collateral, except for the sale of finished inventory in the
     ordinary  course  of Seller's business, and except for the sale of obsolete
     or  unneeded  equipment  in  the ordinary course of business; (v) store any
     inventory  or other Collateral with any ware-houseman or other third party;
     (vi)  make  any  loans of any money or other assets; (vii) incur any debts,
     outside  the  ordinary course of business, which would result in a material
     adverse  change  (described in Section 9(J)); (viii) guarantee or otherwise
     become  liable  with respect to the obligations of another party or entity;
     (ix)  pay  or declare any dividends on Seller's stock (except for dividends
     payable  solely  in  stock  of  Seller);  (x)  redeem,  retire, purchase or
     otherwise acquire, directly or indirectly, any of Seller's stock; (xi) make
     any  change  in Seller's capital structure which would result in a material
     adverse  change  (described  in Section 9(J)); or (xii) engage, directly or
     indirectly,  in any business other than the businesses currently engaged in
     by  Seller  or  reasonably  related  thereto;  (xiii)  dissolve or elect to
     dissolve;  or  (xiv)  have  a  material  change  in  its  management.

7.  ADJUSTMENTS.  In  the  event  of  a  breach  of  any of the representations,
warranties,  or  covenants  set  forth  in  Section  6.1,  or  in  the event any
Adjustment  or  dispute is asserted by any Account Debtor, Seller shall promptly
advise  Buyer  and shall, subject to the Buyer's approval, resolve such disputes
and  advise  Buyer of any adjustments.  Unless the disputed Purchased Receivable
is  repurchased  by  Seller  and the full Repurchase Amount is paid, Buyer shall
remain  the  absolute  owner  of  any  Purchased  Receivable which is subject to
Adjustment  or  repurchase under Section 4.2 hereof, and any rejected, returned,
or recovered personal property, with the right to take possession thereof at any
time.  If  such  possession  is  not  taken by Buyer, Seller is to resell it for
Buyer's  account  at  Seller's  expense with the proceeds made payable to Buyer.
While  Seller  retains possession of said returned goods, Seller shall segregate
said  goods  and  mark  them  "property  of  Silicon  Valley  Bank."

8.  SECURITY INTEREST.  To secure the prompt payment and performance to Buyer of
all of the Obligations, Seller hereby grants to Buyer a continuing lien upon and
security  interest  in  all of Seller's now existing or hereafter arising rights
and  interest  in  the  following,  whether  now  owned or existing or hereafter
created,  acquired,  or  arising,  and  wherever  located  (collectively,  the
"Collateral"):
     (A) All accounts, receivables, contract rights, chattel paper, instruments,
     documents,  letters  of  credit, bankers acceptances, drafts, checks, cash,
     investment  property,  securities,  and  general  intangibles  (including,
     without  limitation,  all  claims,  causes  of  action,  deposit  accounts,
     guaranties, rights in and claims under insurance policies (including rights
     to  premium  refunds),  rights  to  tax  refunds,  copyrights,  patents,
     trademarks,  rights  in  and  under  license  agreements,  and  all  other
     intellectual  property);
     (B)  All  inventory,  including Seller's rights to any returned or rejected
     goods,  with respect to which Buyer shall have all the rights of any unpaid
     seller,  including the rights of replevin, claim and delivery, reclamation,
     and  stoppage  in  transit;
     (C)  All  monies,  refunds and other amounts due Seller, including, without
     limitation,  amounts  due  Seller  under this Agreement (including Seller's
     right  of  offset  and  recoupment);
     (D)  All  equipment,  machinery,  furniture,  furnishings, fixtures, tools,
     supplies  and  motor  vehicles;
     (E)  All farm products, crops, timber, minerals and the like (including oil
     and  gas);
     (F)  All  accessions to, substitutions for, and replacements of, all of the
     foregoing;
     (G)  All  books  and  records  pertaining  to  all  of  the  foregoing; and
     (H)  All proceeds of the foregoing, whether due to voluntary or involuntary
     disposition,  including  insurance  proceeds.
     Seller  is not authorized to sell, assign, transfer or otherwise convey any
Collateral  without  Buyer's  prior  written  consent,  except  for  the sale of
finished  inventory  in the Seller's usual course of business.  Seller agrees to
sign  any  instruments and documents requested by Buyer to evidence, perfect, or
protect  the  interests  of Buyer in the Collateral.  Seller authorizes Buyer to
file  financing  statements  without  notice  to  Seller,  with  all appropriate


                                                                          Page 6
<PAGE>
jurisdictions,  as  Buyer  deems  appropriate,  in  order  to perfect or protect
Buyer's  interest  in  the  Collateral.  Seller  agrees  to deliver to Buyer the
originals  of all instruments, chattel paper and documents evidencing or related
to  Purchased  Receivables  and  Collateral.

9.  DEFAULT.  The  occurrence  of  any  one  or  more  of  the  following  shall
constitute  an  Event  of  Default  hereunder.
     (A)     Seller  fails  to  pay  any  amount  owed to Buyer as and when due;
     (B)  There  shall  be  commenced  by  or  against  Seller  any voluntary or
     involuntary case under the United States Bankruptcy Code, or any assignment
     for the benefit of creditors, or appointment of a receiver or custodian for
     any  of  its  assets;
     (C)  Seller  shall  become insolvent in that its debts are greater than the
     fair  value  of  its assets, or Seller is generally not paying its debts as
     they  become  due  or  is  left  with  unreasonably  small  capital;
     (D)  Any  involuntary  lien,  garnishment, attachment or the like is issued
     against  or  attaches  to  the  Purchased  Receivables  or  any Collateral;
     (E)  Seller  shall  breach  any  covenant,  agreement,  warranty,  or
     representation  shall  constitute  an  immediate  default  hereunder;
     (F) Seller is not in compliance with, or otherwise is in default under, any
     term of any document, instrument or agreement evidencing a debt, obligation
     or liability of any kind or character of Seller, now or hereafter existing,
     in  favor  of  Buyer  or  any division or affiliate of Silicon Valley Bank,
     regardless  of  whether  such  debt,  obligation  or liability is direct or
     indirect,  primary  or  secondary,  joint, several or joint and several, or
     fixed  or  contingent, together with any and all renewals and extensions of
     such  debts,  obligations  and  liabilities,  or  any  part  thereof;
     (G)  An  event  of  default  shall occur under any guaranty executed by any
     guarantor  of  the  Obligations of Seller to Buyer under this Agreement, or
     any  material  provision of any such guaranty shall for any reason cease to
     be  valid  or  enforceable  or  any  such  guaranty  shall be repudiated or
     terminated,  including  by  operation  of  law;
     (H)  A  default or event of default shall occur under any agreement between
     Seller  and  any  creditor  of Seller that has entered into a subordination
     agreement  with  Buyer;
     (I) Any creditor that has entered into a subordination agreement with Buyer
     shall  breach  any  of  the  terms of or not comply with such subordination
     agreement;  or
     (J)  (i) There is a material adverse change in the business, operations, or
     condition  (financial  or  otherwise)  of  the  Seller,  or (ii) there is a
     material  impairment  of  the  prospect  of repayment of any portion of the
     Obligations  or  (iii)  there  is  a  material  impairment  of the value or
     priority  of  Buyer's  security  interests  in  the  Collateral.

10.     REMEDIES  UPON DEFAULT.  Upon the occurrence of an Event of Default, (1)
without  implying  any  obligation  to  buy  receivables, Buyer may cease buying
receivables  or  extending any financial accommodations to Seller;  (2) all or a
portion  of the Obligations shall be, at the option of and upon demand by Buyer,
or  with respect to an Event of Default described in Section 9(B), automatically
and  without notice or demand, due and payable in full; and (3) Buyer shall have
and  may  exercise  all  the  rights and remedies under this Agreement and under
applicable  law,  including the rights and remedies of a secured party under the
California  Uniform  Commercial Code, all the power of attorney rights described
in  Section  5 with respect to all Collateral, and the right to collect, dispose
of,  sell,  lease,  use,  and  realize  upon  all  Purchased Receivables and all
Collateral  in  any commercially reasonable manner.  Seller and Buyer agree that
any  notice  of  sale  required  to  be  given  to  Seller shall be deemed to be
reasonable  if  given five (5) days prior to the date on or after which the sale
may  be  held.  In  the  event  that  the Obligations are accelerated hereunder,
Seller shall repurchase all of the Purchased Receivables as set forth in Section
4.4.

11.     ACCRUAL OF INTEREST.  If any amount owed by Seller hereunder is not paid
when  due,  including,  without  limitation,  amounts  due  under  Section  3.5,
Repurchase  Amounts,  amounts  due  under Section 12, and any other Obligations,
such amounts shall bear interest at a per annum rate equal to the per annum rate
of  the  Finance  Charges until the earlier of (i) payment in good funds or (ii)
entry  of  a  final  judgment thereof, at which time the principal amount of any
money  judgment  remaining unsatisfied shall accrue interest at the highest rate
allowed  by  applicable  law.

12.     FEES, COSTS AND EXPENSES; INDEMNIFICATION.  The Seller will pay to Buyer
immediately  upon  demand  all  fees,  costs  and  expenses  (including  fees of
attorneys  and  professionals and their costs and expenses) that Buyer incurs or
may  from  time  to  time  impose  in connection with any of the following:  (a)
preparing, negotiating, administering, and enforcing this Agreement or any other
agreement  executed in connection herewith, including any amendments, waivers or
consents in connection with any of the foregoing,  (b) any litigation or dispute
(whether instituted by Buyer, Seller or any other person) in any way relating to
the Purchased Receivables, the Collateral, this Agreement or any other agreement
executed  in  connection  herewith  or  therewith,  (c)  enforcing  any


                                                                          Page 7
<PAGE>
rights against Seller or any guarantor, or any Account Debtor, (d) protecting or
enforcing  its  interest  in  the  Purchased  Receivables or the Collateral, (e)
collecting  the  Purchased  Receivables  and  the  Obligations,  and  (f)  the
representation  of  Buyer  in  connection with any bankruptcy case or insolvency
proceeding  involving  Seller,  any  Purchased  Receivable,  the Collateral, any
Account  Debtor,  or  any  guarantor.  Seller  shall  indemnify  and  hold Buyer
harmless from and against any and all claims, actions, damages, costs, expenses,
and  liabilities  of any nature whatsoever arising in connection with any of the
foregoing.

13.     SEVERABILITY,  WAIVER,  AND  CHOICE  OF  LAW.  In  the  event  that  any
provision  of  this Agreement is deemed invalid by reason of law, this Agreement
will  be  construed  as  not  containing such provision and the remainder of the
Agreement  shall  remain  in  full  force  and effect.  Buyer retains all of its
rights,  even if it makes an Advance after an Event of Default.  If Buyer waives
an  Event  of  Default, it may enforce a later Event of Default.  Any consent or
waiver  under,  or  amendment  of,  this Agreement must be in writing.   Nothing
contained  herein,  or any action taken or not taken by Buyer at any time, shall
be  construed  at  any time to be indicative of any obligation or willingness on
the  part  of Buyer to amend this Agreement or to grant to Seller any waivers or
consents.  This  Agreement  has  been  transmitted by Seller to Buyer at Buyer's
office in the State of California and has been executed and accepted by Buyer in
the State of California.  This Agreement shall be governed by and interpreted in
accordance  with  the  internal  laws  of  the  State  of  California.

14.     LOCKBOX  ACCOUNT  COLLECTION  SERVICES.  Seller shall enter into a three
party agreement (the "Lockbox Agreement") with Buyer and a lockbox provider (the
"Lockbox  Provider").  The  Lockbox  Agreement  and  Lockbox  Provider  shall be
acceptable  to  Buyer.  Seller  shall  use  the  lockbox  address as the payment
address  on  all  invoices  issued  by  Seller  and shall direct all its Account
Debtors  to  remit their payments to the lockbox address.  The Lockbox Agreement
shall  provide that the Lockbox Provider shall remit all collections received in
the  lockbox  to  Buyer.  Upon Buyer's receipt of such collections, and provided
that  there  does  not then exist an Event of Default or event that with notice,
lapse  or time or otherwise would constitute an Event of Default, and subject to
Buyer's  rights  in the Collateral, Buyer agrees to remit promptly to Seller the
amount  of  the  receivables collections it receives with respect to receivables
other  than  Purchased  Receivables.  It is understood and agreed by Seller that
this  Section  does not impose any affirmative duty on Buyer to do any act other
than  to  turn  over  such  amounts.  All  such  receivables and collections are
Collateral  and  in the event of Seller's default hereunder, Buyer shall have no
duty  to  remit  collections of Collateral and may apply such collections to the
obligations  hereunder  and Buyer shall have the rights of a secured party under
the  California  Uniform  Commercial  Code.

15.     NOTICES.  Unless  otherwise  provided  in this Agreement, all notices or
demands  by  any party relating to this Agreement or any other agreement entered
into  in  connection  herewith  shall  be  in  writing and (except for financial
statements  and  other  informational documents which may be sent by first-class
mail,  postage  prepaid)  shall  be personally delivered or sent by a recognized
overnight  delivery  service,  certified  mail,  postage prepaid, return receipt
requested, or by telefacsimile to Seller or to Buyer, as the case may be, at its
addresses  set  above.

Subrogation  and  Similar  Rights.   Notwithstanding any other provision of this
Agreement  or  any  other  document  related to this Agreement, until payment to
Buyer in full and performance of all Obligations, each Seller irrevocably waives
all  rights that it may have at law or in equity (including, without limitation,
any  law  subrogating the Seller to the rights of Buyer under this Agreement) to
seek  contribution, indemnification, or any other form of reimbursement from any
other  Seller,  or  any  other  entity now or hereafter primarily or secondarily
liable  for  any  of  the  Obligations,  for any payment made by the Seller with
respect  to  the  Obligations in connection with this Agreement or otherwise and
all  rights  that  it  might  have  to  benefit  from, or to participate in, any
security  for the Obligations as a result of any payment made by the Seller with
respect  to the Obligations in connection with this Agreement or otherwise.  Any
agreement  providing for indemnification, reimbursement or any other arrangement
prohibited under this Section 16 shall be null and void.  If any payment is made
to  a  Seller  in  contravention of this Section 16, such Seller shall hold such
payment in trust for Buyer and such payment shall be promptly delivered to Buyer
for  application  to  the  Obligations,  whether  matured  or  unmatured.

Waivers  of  Notice.   Each Seller waives notice of acceptance hereof; notice of
the  existence,  creation or acquisition of any of the Obligations; notice of an
Event  of  Default;  notice  of the amount of the Obligations outstanding at any
time;  notice  of  intent  to  accelerate; notice of acceleration; notice of any
adverse  change  in  the financial condition of any other Seller or of any other
fact  that  might  increase  the Seller's risk; presentment for payment; demand;
protest  and notice thereof as to any instrument; default; and all other notices
and demands to which the Seller would otherwise be entitled.  Each Seller waives
any  defense  arising  from any defense of any other Seller, or by reason of the
cessation  from  any  cause  whatsoever  of  the  liability of any other Seller.
Buyer's  failure  at any time to require strict performance by any Seller of any
provision  of  this  Agreement  shall  not waive, alter or diminish any right of
Buyer thereafter to demand strict compliance and performance therewith.  Nothing
contained  herein  shall  prevent


                                                                          Page 8
<PAGE>
Buyer  from  foreclosing  on  the  lien  of any deed of trust, mortgage or other
security  instrument,  or  exercising  any  rights available thereunder, and the
exercise  of any such rights shall not constitute a legal or equitable discharge
of  any  Seller.  Each  Seller  also  waives any defense arising from any act or
omission  of Buyer that changes the scope of the Seller's risks hereunder.  Each
Seller  hereby  waives  any  right to assert against Buyer any defense (legal or
equitable),  setoff,  counterclaim,  or claims that such Seller individually may
now  or  hereafter  have  against  another  Seller or any other entity liable to
Seller  with  respect  to  the Obligations in any manner or whatsoever until the
Obligations  are  paid  in  full  to  Buyer.

Subrogation Defenses.  Each Seller waives the benefits, if any, of any statutory
or common law rule that may permit a borrower to assert any defenses of a surety
or guarantor, or that may give a borrower the right to require a senior creditor
to  marshal assets, and Seller agrees that it shall not assert any such defenses
or  rights.

Right  to  Settle,  Release.   The  liability  of  Seller hereunder shall not be
diminished by (i) any agreement, understanding or representation that any of the
Obligations  is  or  was  to be guaranteed by another entity or secured by other
property,  or (ii) any release or unenforceability, whether partial or total, or
rights, if any, which Seller may now or hereafter have against any other entity,
including  another  Seller,  or property with respect to any of the Obligations.

Without  notice  to any Seller and without affecting the liability of any Seller
hereunder, Buyer may (i) compromise, settle, renew, extend the time for payment,
change  the manner or terms of payment, discharge the performance of, decline to
enforce, or release all or any of the Obligations with respect to a Seller, (ii)
grant  other indulgences to a Seller in respect of the Obligations, (iii) modify
in  any  manner  any  documents,  relating  to the Obligations with respect to a
Seller,  (iv)  release,  surrender  or  exchange  any deposits or other property
securing  the  Obligations,  whether pledged by a Seller or any other entity, or
(v)  compromise,  settle  renew,  or  extend the time for payment, discharge the
performance  of,  decline  to  enforce, or release all or any obligations of any
guarantor,  endorser  or other entity who is now or may hereafter be liable with
respect  to  any  of  the  Obligations.

16.     JURY  TRIAL.  SELLER  AND  BUYER  EACH HEREBY (a) WAIVE THEIR RESPECTIVE
RIGHTS  TO  A  JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION
WITH  THIS  AGREEMENT,  ANY  RELATED  AGREEMENTS,  OR  ANY  OF  THE TRANSACTIONS
CONTEMPLATED  HEREBY  OR  THEREBY;  (b)  RECOGNIZE  AND AGREE THAT THE FOREGOING
WAIVER  CONSTITUTES  A  MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT;
AND  (c)  REPRESENT AND WARRANT THAT IT HAS REVIEWED THIS WAIVER, HAS DETERMINED
FOR  ITSELF  THE  NECESSITY  TO  REVIEW  THE  SAME  WITH  ITS LEGAL COUNSEL, AND
KNOWINGLY  AND  VOLUNTARILY  WAIVES  ALL  RIGHTS  TO  A  JURY  TRIAL.

17.     TERM AND TERMINATION.  The term of this Agreement shall be for one (1)
year from the date hereof, and from year to year thereafter unless terminated in
writing by Buyer or Seller.  Seller and Buyer shall each have the right to
terminate this Agreement at any time.  Notwithstanding the foregoing, any
termination of this Agreement shall not affect Buyer's security interest in the
Collateral and Buyer's ownership of the Purchased Receivables, and this
Agreement shall continue to be effective, and Buyer's rights and remedies
hereunder shall survive such termination, until all transactions entered into
and Obligations incurred hereunder or in connection herewith have been completed
and satisfied in full.

18.     TITLES  AND  SECTION  HEADINGS.  The  titles  and  section headings used
herein  are  for  convenience  only  and  shall not be used in interpreting this
Agreement.

19.     OTHER  AGREEMENTS.  The terms and provisions of this Agreement shall not
adversely  affect  the  rights  of  Buyer  or any other division or affiliate of
Silicon  Valley  Bank  under  any  other document, instrument or agreement.  The
terms  of  such other documents, instruments and agreements shall remain in full
force  and effect notwithstanding the execution of this Agreement.  In the event
of  a  conflict between any provision of this Agreement and any provision of any
other  document,  instrument  or  agreement  between Seller on the one hand, and
Buyer  or  any  other  division or affiliate of Silicon Valley Bank on the other
hand,  Buyer shall determine in its sole discretion which provision shall apply.
Seller  acknowledges  specifically  that  any  security agreements, liens and/or
security interests currently securing payment of any obligations of Seller owing
to  Buyer  or any other division or affiliate of Silicon Valley Bank also secure
Seller's  obligations under this Agreement, and are valid and subsisting and are
not  adversely  affected  by  execution  of  this  Agreement.  Seller  further
acknowledges that (a) any collateral under other outstanding security agreements
or  other  documents between Seller and Buyer or any other division or affiliate
of  Silicon  Valley  Bank secures the obligations of Seller under this Agreement
and  (b)  a  default  by Seller under this Agreement constitutes a default under
other  outstanding  agreements between Seller and Buyer or any other division or
affiliate  of  Silicon  Valley  Bank.


                                                                          Page 9
<PAGE>
     IN  WITNESS  WHEREOF,  Seller and Buyer have executed this Agreement on the
day  and  year  above  written.

SELLER:  RAPIDTRON, INC., A DELAWARE CORPORATION


By   /s/ John A. Creel

Title   President/CEO

     RAPIDTRON, INC., A NEVADA CORPORATION

By  /s/ John A. Creel

Title  President/CEO



BUYER:     SILICON VALLEY BANK


By________________________________________
Title ______________________________________

Effective Date: ______________________________


                                                                         Page 10
<PAGE>
                                     EXHIBIT "A"

                    TO FINANCING STATEMENT AND SECURITY AGREEMENT

This  FINANCING  STATEMENT  and SECURITY AGREEMENT covers the following types or
items  of  property  (in addition to, and without limiting the types of property
set  forth  on  page  1  hereof):

A)   All  accounts,  receivables,  contract  rights, chattel paper, instruments,
     documents,  letters  of  credit, bankers acceptances, drafts, checks, cash,
     investment  property, securities, deposit accounts, and general intangibles
     (including,  without  limitation, all claims, causes of action, guaranties,
     rights  in and claims under insurance policies (including rights to premium
     refunds), rights to tax refunds, copyrights, patents, trademarks, rights in
     and  under  license  agreements,  and  all  other  intellectual  property);

B)   All inventory, including Seller's rights to any returned or rejected goods,
     with respect to which Buyer shall have all the rights of any unpaid seller,
     including  the  rights  of  replevin,  claim and delivery, reclamation, and
     stoppage  in  transit;

C)   All  monies,  refunds  and  other  amounts  due  Seller, including, without
     limitation,  amounts  due  Seller  under this Agreement (including Seller's
     right  of  offset  and  recoupment);

D)   All equipment, machinery, furniture, furnishings, fixtures, tools, supplies
     and  motor  vehicles;

E)   All  farm products, crops, timber, minerals and the like (including oil and
     gas);

F)   All  accessions  to,  substitutions  for,  and  replacements of, all of the
     foregoing;

G)   All  books  and  records  pertaining  to  all  of  the  foregoing;  and

H)   All  proceeds  of  the  foregoing,  whether due to voluntary or involuntary
     disposition,  including  insurance  proceeds.



INITIALS        JAC
         ---------------


<PAGE>