THE  SECURITIES  REPRESENTED  BY  THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED
FOR  INVESTMENT  AND  NOT  WITH  A  VIEW  TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION  THEREOF.  NO  SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO  THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.

                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------


US$397,566.29                                                      June 21, 2005

     For  value received, RAPIDTRON, INC., a Nevada corporation (the "Company"),
                                                                      -------
promises  to pay to CERES FINANCIAL LIMITED, a BVI company, of Walkers Chambers,
P.O.  Box  92,  Mill  Mall,  Road  Town,  Tortola,  British  Virgin Islands (the
"Holder"),  the  principal  sum of U.S. Three Hundred Ninety-Seven Thousand Five
 ------
Hundred  Sixty-Six  and  29/100  Dollars (US$397,566.29).  Interest shall accrue
from  the  date  of this Convertible Promissory Note (this "Note") on the unpaid
                                                            ----
principal  amount  at  a  rate equal to eight percent (8%) per annum, compounded
annually.  This  Note  is  subject  to  the  following  terms  and  conditions.

     1.     MATURITY.  Unless converted as provided in Section 2, this Note will
            --------
automatically mature and be due and payable on September 30, 2005 (the "Maturity
                                                                        --------
Date").  Subject  to  Section  2  below,  interest shall accrue on this Note but
----
shall  not  be  due  and  payable  until the Maturity Date.  Notwithstanding the
foregoing,  the  entire unpaid principal sum of this Note, together with accrued
and  unpaid  interest thereon, shall become immediately due and payable upon the
insolvency  of  the  Company,  the  commission  of  any act of bankruptcy by the
Company, the execution by the Company of a general assignment for the benefit of
creditors,  the  filing by or against the Company of a petition in bankruptcy or
any  petition for relief under the federal bankruptcy act or the continuation of
such petition without dismissal for a period of ninety (90) days or more, or the
appointment  of  a  receiver  or  trustee  to take possession of the property or
assets  of  the  Company.

     2.     CONVERSION;  PAYMENT;  ETC.
            --------------------------

          (a)     This  Note  shall  be  convertible at any time, in whole or in
part,  at  the  option  of  the  Holder,  into  such  number  of  fully paid and
nonassessable  shares  of  Common  Stock  of  the Company ("Common Stock") as is
determined  by  dividing (i) the entire principal amount of, and at the Holder's
option  accrued  interest on, this Note on the date of such optional conversion,
by (ii) a conversion price equal to the lesser of (i) US$0.175 per share or (ii)
seventy-five  percent (75%) of the lowest closing bid price for the Common Stock
(as  reported  by  Bloomberg)  in  any  of the five (5) trading days immediately
preceding  the  conversion  date.

          (b)     The conversion price shall be subject to adjustment from time
to time as hereinafter provided in this Section 2(b):

          (i)  If the Company at any time divides the outstanding shares of its
               Common Stock into a greater number of shares (whether pursuant to
               a stock split, stock dividend or otherwise), and conversely, if
               the outstanding shares of its Common Stock are combined into a
               smaller number of shares, the conversion price in effect
               immediately prior to


                                      -1-
<PAGE>
               such division or combination shall be proportionately adjusted to
               reflect the reduction or increase in the value of each such
               common share.

          (ii) If any capital reorganization or reclassification of the capital
               stock of the Company, or consolidation or merger of the Company
               with another corporation, or the sale of all or substantially all
               of its assets to another corporation shall be effected in such a
               way that holders of the Company's Common Stock shall be entitled
               to receive stock, securities or assets with respect to or in
               exchange for such Common Stock, then, as a condition of such
               reorganization, reclassification, consolidation, merger or sale,
               Holder shall have the right to purchase and receive upon the
               basis and upon the terms and conditions specified in this
               debenture and in lieu of the shares of the Common Stock of the
               Company immediately theretofore purchasable and receivable upon
               the exercise of the rights represented hereby, such shares of
               stock, other securities or assets as would have been issued or
               delivered to Holder if Holder had exercised this debenture and
               had received such shares of Common Stock immediately prior to
               such reorganization, reclassification, consolidation, merger or
               sale. The Company shall not effect any such consolidation, merger
               or sale unless prior to the consummation thereof the successor
               corporation (if other than the Company) resulting from such
               consolidation or merger or the corporation purchasing such assets
               shall assume by written instrument executed and mailed to the
               Holder at the last address of the Holder appearing on the books
               of the Company the obligation to deliver to the Holder such
               shares of stock, securities or assets as, in accordance with the
               foregoing provisions, the Holder may be entitled to purchase.

          (iii) If and whenever the Company shall (1) issue or sell any shares
               of its Common Stock for a consideration per share less than the
               conversion price in effect immediately prior to the time of such
               issuance or sale, (2) issue or sell any warrants, options or
               other rights to acquire shares of its Common Stock at a purchase
               price less than the conversion price in effect immediately prior
               to the time of such issuance or sale or (3) issue or sell any
               other securities that are convertible into shares of its Common
               Stock for a purchase or exchange price less than the conversion
               price in effect immediately prior to the time of such issuance or
               sale then, upon such issuance or sale, the conversion price shall
               be reduced to the price at which such shares of Common Stock are
               being issued or sold by the Company or the price at which such
               other securities are exercisable or convertible into shares of
               the Company's Common Stock.


          (c)     No  fractional  shares  of the Company's capital stock will be
issued  upon  conversion of this Note.  In lieu of any fractional share to which
the  Holder  would  otherwise be entitled, the Company will pay to the Holder in
cash  the  amount of the unconverted principal and interest balance of this Note
that  would  otherwise be converted into such fractional share.  Upon conversion
of  this  Note pursuant to this Section 2, the Holder shall surrender this Note,
duly  endorsed, at the principal offices of the Company or any transfer agent of
the  Company.  At  its  expense,  the  Company  will,  as  soon  as  practicable
thereafter,  issue  and  deliver  to  such  Holder,  at such principal office, a
certificate  or  certificates  for  the number of shares to which such Holder is
entitled  upon  such conversion, together with any other securities and property
to  which  the


                                      -2-
<PAGE>
Holder  is entitled upon such conversion under the terms of this Note, including
a  check payable to the Holder for any cash amounts payable as described herein.
Upon  conversion  of  this  Note  and  the  deliveries required pursuant to this
Section  2  in  connection  with  such  conversion,  the Company will be forever
released from all of its obligations and liabilities under this Note with regard
to  that  portion  of  the principal amount and accrued interest being converted
including without limitation the obligation to pay such portion of the principal
amount  and  accrued  interest.

NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NO HOLDER SHALL CONVERT THIS NOTE OR
ANY  PORTION  THEREOF,  IF  AS A RESULT OF SUCH CONVERSION THE HOLDER WOULD THEN
BECOME  A  "TEN  PERCENT  BENEFICIAL  OWNER" (AS DEFINED IN RULE 16A-2 UNDER THE
SECURITIES  EXCHANGE  ACT  OF  1934,  AS  AMENDED) OF COMMON STOCK.  FOR GREATER
CERTAINTY,  THE  NOTE SHALL NOT BE CONVERTIBLE BY THE HOLDER TO THE EXTEND THAT,
IF,  AFTER  GIVING  EFFECT  TO  SUCH  CONVERSION, THE HOLDER OF SUCH SECURITIES,
TOGETHER  WITH  ITS AFFILIATES, WOULD IN AGGREGATE BENEFICIALLY OWN, OR EXERCISE
CONTROL  OR DIRECTION OVER THAT NUMBER OF VOTING SECURITIES OF THE COMPANY WHICH
IS  10%  OR GREATER OF THE TOTAL ISSUED AND OUTSTANDING VOTING SECURITIES OF THE
COMPANY,  IMMEDIATELY  AFTER  GIVING  EFFECT  TO  SUCH  CONVERSION.

          (d)     PAYMENT  OF INTEREST.  Upon conversion of the entire principal
                  --------------------
amount  of  this  Note into the Company's capital stock, any interest accrued on
this  Note  that  is  not by reason of Section 2 hereof simultaneously converted
into  Common  Stock  shall  be  immediately  paid  to  the  Holder.

          (e)     PAYMENT.  All  payments  shall  be made in lawful money of the
                  -------
United  States  of  America  at such place as the Holder hereof may from time to
time  designate  in  writing to the Company.  Payment shall be credited first to
the  accrued  interest  then  due  and  payable  and  the  remainder  applied to
principal.  This  Note  may not be prepaid at any time without the prior written
consent  of  the  Holder.

          (f)     SECURITY.  This  Note  is  secured  by  a security interest in
                  --------
substantially  all  of  the  Company's tangible and intangible assets (including
intellectual  property)  (collectively, the "Collateral"), granted to the Holder
under  a  Security  Agreement  dated June 21, 2005. A default under the terms of
this  Note  shall  also  constitute  a  default  under  the  Security Agreement.

     3.     DUE ON SALE CLAUSE.   The Holder shall have the right, at its sole
            -------------------
option, to declare this Note immediately due and payable irrespective of the
Maturity Date specified herein, upon the following events:

          (a)     Twenty business days prior to the effective date of any Change
of Control transaction undertaken without the prior written consent of the
Holder, which consent the Holder shall have no obligation to give.  A "Change of
Control Transaction" means (i) any sale of equity securities or securities
convertible into equity securities of the Company; (ii) any merger,
consolidation, statutory share exchange or acquisition transaction involving the
Company; (iii) any sale of substantially all of the assets of the Company; or
(iv) any similar transaction involving the issuance, cancellation or
restructuring of equity securities of the Company unless, following the
completion of such transaction, the then existing shareholders of Company own or
control, directly or indirectly, at least 50% of the voting power or liquidation
rights of Company or the successor of such merger, consolidation or statutory
share exchange.

          (b)     If the Company shall sell, convey, transfer, assign or further
encumber the Collateral or any part thereof or any interest therein, whether
legal or equitable, in any manner (whether voluntarily or involuntarily) not
permitted under the Security Agreement, without the prior written consent of the
Holder, which consent the Holder shall have no obligation to give.   Any consent
by the Holder to such a transfer may be predicated upon such terms, conditions
and


                                      -3-
<PAGE>
covenants as may be deemed advisable or necessary in the sole discretion of the
Holder, including, but not limited to, the right to (i) require the transferee's
assumption of personal liability on the debt hereunder, (ii) approve the form
and substance of all transfer and assumption documents, (iii) change the
interest rate, date of maturity and amount and/or schedule of payments hereunder
and (iv) charge a fee based on a percentage of the original principal amount of
this Note. The granting of permission for a transferee of the Collateral to
assume this Note shall not in any manner be deemed a consent to any subsequent
transfer, and the Holder shall retain the right to consent to such subsequent
transfer or transfers on the terms and conditions stated above. Consent to one
such transfer shall not be deemed to be a waiver of the right of such consent to
further or successive transfers. No assumption or consent to any subsequent
transfer shall be deemed to constitute a release of the Company's obligations
hereunder.

     4.     TRANSFER;  SUCCESSORS  AND  ASSIGNS.
            -----------------------------------

          (a)     The  terms  and  conditions  of  this  Note shall inure to the
benefit  of  and  be  binding  upon the respective successors and assigns of the
parties.  This  Note  may  be  transferred, or divided into two or more Notes of
smaller  denomination,  subject  to  the  following  conditions.  The Holder, by
acceptance  hereof,  agrees  to  give  written  notice  to  the  Company  before
transferring  this  Note of such Holder's intention to do so, describing briefly
the  manner  of  the  proposed  transfer.  Promptly  upon receiving such written
notice,  the  Company shall present copies thereof to the Company's counsel.  If
in  the  opinion  of the Company's counsel the proposed transfer may be effected
without  constituting  a  violation  of  the  applicable  U.S.  state or federal
securities  laws, then the Company, as promptly as practicable, shall notify the
Holder  of such opinion, whereupon the Holder shall be entitled to transfer this
Note,  provided  that  an  appropriate  legend  may  be  endorsed  on  this Note
respecting  restrictions  upon  transfer  thereof  necessary or advisable in the
opinion  of  counsel  satisfactory  to  the Company to prevent further transfers
which  would  be  in  violation of  such securities laws or adversely affect the
exemptions  relied upon by the Company.  To such effect, the Company may request
that  the  intended  transferee execute an investment letter satisfactory to the
Company  and  its  counsel.

          (b)     A  register of the issuance and transfer of this Note shall be
kept  at the office of the Company, and this Note may be transferred only on the
books  of  the  Company  maintained  at  its  office.  Each transfer shall be in
writing  signed  by  the  then  registered  Holder  hereof or the Holder's legal
representatives  or successors, and no transfer hereof shall be binding upon the
Company  unless in writing and duly registered on the register maintained at the
Company's  office.  Upon transfer of this Note, the transferee, by accepting the
Note, agrees to be bound by the provisions, terms, conditions and limitations of
this  Note  and  the Convertible Note and Warrant Purchase Agreement between the
Company  and  the  Holder  dated  effective  as  of  June  21,  2005.

          (c)     If  in  the opinion of the counsel referred to in this Section
4,  the  proposed  transfer or disposition of the Note described in the Holder's
written  notice  given  pursuant  to  this Section 4 may not be effected without
registration  or  without  adversely affecting the exemptions relied upon by the
Company,  the  Company  shall promptly give written notice to the Holder and the
Holder  will  limit  its  activities  and  restrict  its  transfer  accordingly.

     5.     GOVERNING  LAW.  This  Note  and  all acts and transactions pursuant
            --------------
hereto  and  the rights and obligations of the parties hereto shall be governed,
construed  and  interpreted  in  accordance  with  the  laws  of  the  State  of
California,  without  giving  effect  to  principles  of  conflicts  of  law.

     6.     NOTICES.  Any  notice required or permitted by this Note shall be in
            -------
writing  and shall be deemed sufficient upon delivery, when delivered personally
or  by  a  nationally-


                                      -4-
<PAGE>
recognized  delivery  service  (such  as Federal Express or UPS), or seventy-two
(72)  hours  after  being deposited in the U.S. mail, as certified or registered
mail,  with  postage  prepaid,  addressed  to  the  party to be notified at such
party's  address  as  set  forth  herein  or as subsequently modified by written
notice.

     7.     AMENDMENTS  AND  WAIVERS.  Any term of this Note may be amended only
            ------------------------
with the written consent of the Company and the Holder.  Any amendment or waiver
effected  in  accordance  with this Section 7 shall be binding upon the Company,
the  Holder  and  each  transferee  of  the  Note.

     Company hereby waives presentment for payment, notice of dishonor, protest
and notice of protest.  If this Note is not paid when due, the Company agrees to
pay all costs of collection, including reasonable attorneys' fees.

     THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.


                                             RAPIDTRON, INC.


                                             By:
                                                 ------------------------------
                                             Its:
                                                 ------------------------------

                                             Address: 3151 Airway Ave., Bldg. Q,
                                             Costa Mesa, CA 92626


                                      -5-