INTELLECTUAL PROPERTY SECURITY AGREEMENT


     This Intellectual Property Security Agreement (this "IP Agreement") is made
as  of the Effective Date by and between RapidTron, Inc., a Delaware corporation
("Grantor"), and Silicon Valley Bank, a California banking corporation ("Bank").

                                    RECITALS

     A.     Bank  will make advances to Grantor ("Advances") as described in the
Accounts  Receivable  Purchase Agreement (the "Purchase Agreement"), but only if
Grantor  grants Bank a security interest in its Copyrights, Trademarks, Patents,
and  Mask  Works.  Defined terms used but not defined herein shall have the same
meanings  as  in  the  Purchase  Agreement.

     B.     Pursuant to the terms of the Purchase Agreement, Grantor has granted
to  Bank  a  security  interest  in  all  of Grantor's right title and interest,
whether  presently  existing  or  hereafter acquired in, to and under all of the
Collateral.

     NOW,  THEREFORE,  for  good and valuable consideration, receipt of which is
hereby  acknowledged  and  intending to be legally bound, as collateral security
for the prompt and complete payment when due of Grantor's Indebtedness under the
Purchase Agreement, Grantor hereby represents, warrants, covenants and agrees as
follows:

     1.     Grant  of  Security Interest.  As collateral security for the prompt
            ----------------------------
and  complete  payment  and  performance  of  all of Grantor's present or future
Indebtedness,  obligations  and  liabilities  to  Bank,  Grantor hereby grants a
security interest in all of Grantor's right, title and interest in, to and under
its  Intellectual Property Collateral (all of which shall collectively be called
the  "Intellectual  Property  Collateral"),  including,  without limitation, the
following:

          (a)     Any  and  all  copyright  rights,  copyright  applications,
copyright  registrations  and  like  protections  in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the
same  also  constitutes  a  trade  secret,  now  or hereafter existing, created,
acquired  or  held,  including  without  limitation those set forth on Exhibit A
                                                                       ---------
attached  hereto  (collectively,  the  "Copyrights");

          (b)     Any  and  all  trade  secrets,  and  any  and all intellectual
property  rights  in  computer  software  and  computer software products now or
hereafter  existing,  created,  acquired  or  held;

          (c)     Any  and  all  design rights which may be available to Grantor
now  or  hereafter  existing,  created,  acquired  or  held;

          (d)     All  patents,  patent  applications  and  like  protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues,  extensions  and  continuations-in-part of the same, including without
limitation  the  patents and patent applications set forth on Exhibit B attached
                                                              ---------
hereto  (collectively,  the  "Patents");

          (e)     Any  trademark  and  servicemark rights, whether registered or
not,  applications  to  register  and  registrations  of  the  same  and  like
protections,  and  the entire goodwill of the business of Grantor connected with
and  symbolized by such trademarks, including without limitation those set forth
on  Exhibit  C  attached  hereto  (collectively,  the  "Trademarks")
    ----------

          (f)     All  mask works or similar rights available for the protection
of  semiconductor  chips,  now  owned  or hereafter acquired, including, without
limitation  those  set  forth  on  Exhibit  D attached hereto (collectively, the
                                   ----------
"Mask  Works");


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          (g)     Any  and  all  claims  for damages by way of past, present and
future  infringements  of  any of the rights included above, with the right, but
not  the  obligation,  to  sue  for  and  collect  such  damages for said use or
infringement  of  the  intellectual  property  rights  identified  above;

          (h)     All  licenses  or  other  rights to use any of the Copyrights,
Patents,  Trademarks,  or  Mask Works and all license fees and royalties arising
from  such  use  to  the  extent  permitted  by  such  license  or  rights;  and

          (i)     All  amendments, extensions, renewals and extensions of any of
the  Copyrights,  Trademarks,  Patents,  or  Mask  Works;  and

          (j)     All  proceeds and products of the foregoing, including without
limitation  all payments under insurance or any indemnity or warranty payable in
respect  of  any  of  the  foregoing.

     2.     Authorization and Request.  Grantor authorizes and requests that the
            -------------------------
Register  of  Copyrights  and  the Commissioner of Patents and Trademarks record
this  IP  Agreement.

     3.     Covenants  and  Warranties.  Grantor represents, warrants, covenants
            --------------------------
and  agrees  as  follows:

          (a)     Grantor  is  now  the  sole owner of the Intellectual Property
Collateral,  except  for  non-exclusive  licenses  granted  by  Grantor  to  its
customers  in  the  ordinary  course  of  business.

          (b)     Performance  of  this  IP  Agreement does not conflict with or
result  in a breach of any IP Agreement to which Grantor is bound, except to the
extent  that certain intellectual property agreements prohibit the assignment of
the  rights  thereunder to a third party without the licensor's or other party's
consent  and  this  IP  Agreement  constitutes  a  security  interest.

          (c)     During  the  term  of  this  IP  Agreement,  Grantor  will not
transfer  or  otherwise  encumber  any  interest  in  the  Intellectual Property
Collateral, except for non-exclusive licenses granted by Grantor in the ordinary
course  of  business  or  as  set  forth  in  this  IP  Agreement;

          (d)     To  its  knowledge,  each  of  the  Patents  is  valid  and
enforceable, and no part of the Intellectual Property Collateral has been judged
invalid  or  unenforceable, in whole or in part, and no claim has been made that
any  part  of  the  Intellectual  Property Collateral violates the rights of any
third  party;

          (e)     Grantor  shall  promptly  advise  Bank of any material adverse
change  in  the  composition of the Collateral, including but not limited to any
subsequent  ownership  right  of  the  Grantor  in  or to any Trademark, Patent,
Copyright,  or  Mask  Work  specified  in  this  IP  Agreement;

          (f)     Grantor  shall  (i)  protect, defend and maintain the validity
and  enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii)
use  its  best  efforts  to  detect  infringements  of  the Trademarks, Patents,
Copyrights,  and  Mask  Works  and  promptly  advise Bank in writing of material
infringements  detected and (iii) not allow any Trademarks, Patents, Copyrights,
or  Mask Works to be abandoned, forfeited or dedicated to the public without the
written  consent  of  Bank,  which  shall  not  be unreasonably withheld, unless
Grantor  determines  that reasonable business practices suggest that abandonment
is  appropriate.


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<PAGE>
          (g)     Grantor  shall  not register any Copyrights or Mask Works with
the  United  States  Copyright Office unless it:  (i) has given at least fifteen
(15)  days'  prior  notice  to Bank of its intent to register such Copyrights or
Mask  Works  and  has provided Bank with a copy of the application it intends to
file  with the United States Copyright Office (excluding exhibits thereto); (ii)
executes  a  security  agreement  or such other documents as Bank may reasonably
request  in  order  to  maintain  the perfection and priority of Bank's security
interest  in  the  Copyrights  proposed to b e registered with the United States
Copyright  Office;  and  (iii)  records  such security documents with the United
States  Copyright  Office  contemporaneously  with  filing  the  Copyright
application(s)  with the United States Copyright Office.  Grantor shall promptly
provide  to  Bank  a  copy of the Copyright application(s) filed with the United
States Copyright Office, together with evidence of the recording of the security
documents  necessary  for  Bank  to  maintain the perfection and priority of its
security  interest  in  such  Copyrights  or  Mask Works.  Grantor shall provide
written  notice to Bank of any application filed by Grantor in the United States
Patent  Trademark Office for a patent or to register a trademark or service mark
within  30  days  of  any  such  filing;

          (h)     This  IP  Agreement creates, and in the case of after acquired
Intellectual  Property  Collateral,  this  IP  Agreement will create at the time
Grantor  first  has  rights  in  such  after  acquired  Intellectual  Property
Collateral,  in  favor  of  Bank  a  valid and perfected first priority security
interest  in  the Intellectual Property Collateral in the United States securing
the  payment  and  performance  of  the  obligations  evidenced  by the Purchase
Agreement  upon  making  the  filings  referred  to  in  clause  (i)  below;

          (i)     To  its  knowledge,  except for, and upon, the filing with the
United  States  Patent  and  Trademark  office  with  respect to the Patents and
Trademarks  and  the  Register  of Copyrights with respect to the Copyrights and
Mask  Works  necessary  to  perfect the security interests created hereunder and
except as has been already made or obtained, no authorization, approval or other
action  by,  and no notice to or filing with, any U.S. governmental authority of
U.S.  regulatory  body  is  required  either (i) for the grant by Grantor of the
security  interest  granted hereby or for the execution, delivery or performance
of  this  IP  Agreement by Grantor in the U.S. or (ii) for the perfection in the
United  States  or  the  exercise by Bank of its rights and remedies thereunder;

          (j)     All  information  heretofore,  herein or hereafter supplied to
Bank  by  or  on  behalf  of  Grantor  with respect to the Intellectual Property
Collateral  is  accurate  and  complete  in  all  material  respects.

          (k)     Grantor  shall  not  enter  into  any  agreement  that  would
materially  impair  or  conflict  with  Grantor's  obligations hereunder without
Bank's  prior written consent, which consent shall not be unreasonably withheld.
Grantor  shall  not  permit  the  inclusion in any material contract to which it
becomes  a  party  of  any provisions that could or might in any way prevent the
creation of a security interest in Grantor's rights and interest in any property
included  within the definition of the Intellectual property Collateral acquired
under  such contracts, except that certain contracts may contain anti-assignment
provisions  that could in effect prohibit the creation of a security interest in
such  contracts.

          (l)     Upon  any  executive  officer  of  Grantor  obtaining  actual
knowledge  thereof,  Grantor  will  promptly notify Bank in writing of any event
that  materially  adversely  affects  the  value  of  any  material Intellectual
Property  Collateral,  the  ability  of  Grantor  to  dispose  of  any  material
Intellectual  Property Collateral of the rights and remedies of Bank in relation
thereto, including the levy of any legal process against any of the Intellectual
Property  Collateral.

     4.     Bank's  Rights.  Bank  shall have the right, but not the obligation,
            --------------
to  take,  at Grantor's sole expense, any actions that Grantor is required under
this  IP  Agreement  to take but which Grantor fails to take, after fifteen (15)
days'  notice  to  Grantor.  Grantor  shall reimburse and indemnify Bank for all
reasonable  costs and reasonable expenses incurred in the reasonable exercise of
its  rights  under  this  section  4.

     5.     Inspection Rights.  Grantor hereby grants to Bank and its employees,
            -----------------
representatives  and  agents  the  right  to visit, during reasonable hours upon
prior  reasonable  written  notice  to  Grantor, and any of Grantor's plants and
facilities  that  manufacture,  install  or store products (or that have done so
during  the  prior  six-month  period)  that  are  sold  utilizing  any  of  the
Intellectual  Property  Collateral,  and  to  inspect  the  products


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<PAGE>
and  quality  control records relating thereto upon reasonable written notice to
Grantor  and  as often as may be reasonably requested, but not more than one (1)
in  every  six  (6) months; provided, however, nothing herein shall entitle Bank
access  to  Grantor's  trade  secrets  and  other  proprietary  information.

     6.     Further  Assurances;  Attorney  in  Fact.
            ----------------------------------------

          (a)     On  a  continuing  basis,  Grantor  will, subject to any prior
licenses, encumbrances and restrictions and prospective licenses, make, execute,
acknowledge  and deliver, and file and record in the proper filing and recording
places  in  the  United  States,  all  such  instruments,  including appropriate
financing and continuation statements and collateral agreements and filings with
the  United  States Patent and Trademarks Office and the Register of Copyrights,
and  take all such action as may reasonably be deemed necessary or advisable, or
as  requested  by  Bank,  to perfect Bank's security interest in all Copyrights,
Patents,  Trademarks,  and  Mask Works and otherwise to carry out the intent and
purposes  of this IP Agreement, or for assuring and confirming to Bank the grant
or  perfection  of  a security interest in all Intellectual Property Collateral.

          (b)     Grantor  hereby  irrevocably  appoints  Bank  as  Grantor's
attorney-in-fact,  with  full authority in the place and stead of Grantor and in
the  name of Grantor, Bank or otherwise, from time to time in Bank's discretion,
upon  Grantor's failure or inability to do so, to take any action and to execute
any  instrument  which  Bank  may  deem necessary or advisable to accomplish the
purposes  of  this  IP  Agreement,  including:

               (i)     To  modify,  in  its  sole  discretion, this IP Agreement
without  first obtaining Grantor's approval of or signature to such modification
by  amending  Exhibit  A,  Exhibit  B,  Exhibit  C,  and  Exhibit  D  hereof, as
appropriate,  to  include  reference  to  any  right,  title  or interest in any
Copyrights,  Patents,  Trademarks  or  Mask  Works acquired by Grantor after the
execution  hereof  or to delete any reference to any right, title or interest in
any  Copyrights,  Patents,  Trademarks, or Mask Works in which Grantor no longer
has  or  claims  any  right,  title  or  interest;  and

               (ii)     To  file,  in its sole discretion, one or more financing
or  continuation  statements  and  amendments  thereto,  relative  to any of the
Intellectual  Property  Collateral  without  the  signature  of  Grantor  where
permitted  by  law.

     7.     Events  of  Default.  The  occurrence  of any of the following shall
            -------------------
constitute  an  Event  of  Default  under  this  IP  Agreement:

          (a)     An  Event  of  Default occurs under the Purchase Agreement; or

          (b)     Grantor  breaches any warranty or agreement made by Grantor in
this  IP  Agreement.

     8.     Remedies.  Upon  the  occurrence  and  continuance  of  an  Event of
            --------
Default,  Bank  shall  have  the right to exercise all the remedies of a secured
party under the California Uniform Commercial Code, including without limitation
the  right  to  require Grantor to assemble the Intellectual Property Collateral
and  any  tangible property in which Bank has a security interest and to make it
available  to  Bank  at  a  place  designated  by  Bank.  Bank  shall  have  a
nonexclusive,  royalty  free license to use the Copyrights, Patents, Trademarks,
and Mask Works to the extent reasonably necessary to permit Bank to exercise its
rights  and  remedies  upon the occurrence of an Event of Default.  Grantor will
pay  any  expenses  (including  reasonable  attorney's fees) incurred by Bank in
connection  with  the  exercise  of  any  of  Bank's rights hereunder, including
without  limitation  any  expense  incurred  in  disposing  of  the Intellectual
Property  Collateral.  All  of  Bank's  rights  and remedies with respect to the
Intellectual  Property  Collateral  shall  be  cumulative.


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<PAGE>
     9.     Indemnity.  Grantor  agrees  to  defend, indemnify and hold harmless
            ---------
Bank  and  its  officers,  employees,  and agents against:  (a) all obligations,
demands,  claims,  and  liabilities  claimed  or  asserted by any other party in
connection  with the transactions contemplated by this IP Agreement, and (b) all
losses or expenses in any way suffered, incurred, or paid by Bank as a result of
or in any way arising out of, following or consequential to transactions between
Bank  and  Grantor,  whether  under  this  IP  Agreement or otherwise (including
without  limitation,  reasonable attorneys fees and reasonable expenses), except
for losses arising from or out of Bank's gross negligence or willful misconduct.

     10.     Reassignment.  At such time as Grantor shall completely satisfy all
             ------------
of  the obligations secured hereunder, Bank shall execute and deliver to Grantor
all  deed,  assignments,  and other instruments as may be necessary or proper to
reinvest  in  Grantor  full title to the property assigned hereunder, subject to
any  disposition  thereof  which  may  have  been  made by Bank pursuant hereto.

     11.     Course  of  Dealing.  No  course  of  dealing,  nor  any failure to
             -------------------
exercise,  nor  any  delay in exercising any right, power or privilege hereunder
shall  operate  as  a  waiver  thereof.

     12.     Attorneys'  Fees.  If  any  action relating to this IP Agreement is
             ----------------
brought  by  either  party  hereto against the other party, the prevailing party
shall  be  entitled  to  recover  reasonable  attorneys'  fees,  costs  and
disbursements.

     13.     Amendments.  This  IP  Agreement  may  be amended only by a written
             ----------
instrument  signed  by  both  parties  hereto.

     14.     Counterparts.  This  IP  Agreement  may  be executed in two or more
             ------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  the  same  instrument.

     15.     Law  and  Jurisdiction.  This IP Agreement shall be governed by and
             ----------------------
construed in accordance with the laws of the State of California, without regard
for  choice  of  law  provisions.  Grantor  and Bank consent to the nonexclusive
jurisdiction  of  any  state  or  federal  court  located in Santa Clara County,
California.

     16.     Confidentiality.  In  handling  any  confidential information, Bank
             ---------------
shall exercise the same degree of care that it exercises with respect to its own
proprietary information of the same types to maintain the confidentiality of any
non-public  information  thereby  received  or  received  pursuant  to  this  IP
Agreement  except that the disclosure of this information may be made (i) to the
affiliates  of  the  Bank,  (ii)  to  prospective transferee or purchasers of an
interest in the obligations secured hereby, provided that they have entered into
comparable confidentiality agreement in favor of Grantor and have deliver a copy
to  Grantor,  (iii)  as  required  by  law,  regulation, rule or order, subpoena
judicial  order  or similar order and (iv) as may be required in connection with
the  examination,  audit  or  similar  investigation  of  Bank.

    IN  WITNESS  WHEREOF,  the parties hereto have executed this IP Agreement on
the  day  and  year  first  above  written.

ADDRESS  OF  GRANTOR:              GRANTOR:

3151 Airway Avenue, Building Q     RAPIDTRON, INC., a Delaware corporation
Costa Mesa, CA 92626
                                   By:     /s/ John A. Creel
                                      ----------------------------------------
                                   Name:   John A. Creel
                                        --------------------------------------
                                   Title:  CEO/President
                                         -------------------------------------


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<PAGE>
Exhibit  "A"  attached to that certain Intellectual Property Security Agreement.

                                  EXHIBIT "A"

                                   COPYRIGHTS

SCHEDULE  A  -  ISSUED  COPYRIGHTS
----------------------------------

COPYRIGHT                   REGISTRATION                 DATE OF
DESCRIPTION                  NUMBER                      ISSUANCE
-----------                 ------------                 --------




SCHEDULE  B  -  PENDING  COPYRIGHT  APPLICATIONS
------------------------------------------------

                                                             FIRST DATE
COPYRIGHT        APPLICATION      DATE OF      DATE OF       OF PUBLIC
DESCRIPTION       NUMBER           FILING      CREATION      DISTRIBUTION
-----------      -----------      -------      --------      ------------




SCHEDULE C - UNREGISTERED COPYRIGHTS (Where No Copyright Application is Pending)
--------------------------------------------------------------------------------

                                                                 DATE AND
                                                                 RECORDATION
                                                                 NUMBER OF
                                                                 IP AGREEMENT TO
                                                                 OWNER OF
                                              ORIGINAL           GRANTOR (IF
                                              AUTHOR OR          ORIGINAL AUTHOR
                                              OWNER OF           OR OWNER OF
                             FIRST DATE       COPYRIGHT          COPYRIGHT IS
COPYRIGHT       DATE OF          OF            (IF DIFFERENT     DIFFERENT FROM
DESCRIPTION     CREATION     DISTRIBUTION     FROM GRANTOR)        GRANTOR )
-----------     --------     ------------     --------------     ---------------


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<PAGE>
Exhibit  "B"  attached to that certain Intellectual Property Security Agreement.

                                  EXHIBIT "B"

                                    PATENTS

PATENT
DESCRIPTION     DOCKET NO.     COUNTRY     SERIAL NO.     FILING DATE     STATUS
-----------     ----------     -------     ----------     -----------     ------


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<PAGE>
Exhibit  "C"  attached to that certain Intellectual Property Security Agreement.

                                  EXHIBIT "C"

                                   TRADEMARKS

TRADEMARK
DESCRIPTION       COUNTRY       SERIAL NO.       REG. NO       STATUS
-----------       -------       ----------       -------       ------


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<PAGE>
Exhibit  "D"  attached to that certain Intellectual Property Security Agreement.

                                  EXHIBIT "D"

                                   MASK WORKS

MASK WORK
DESCRIPTION       COUNTRY       SERIAL NO.       REG. NO       STATUS
-----------       -------       ----------       -------       ------


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