THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "LAWS").  THE
SECURITIES  MAY  NOT  BE  OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE  OF  EITHER  (I)  AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER  THE  APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE  REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF  THE  APPLICABLE  LAWS.

                                 RAPIDTRON, INC.

                        WARRANT TO PURCHASE COMMON STOCK

               Warrant No. B-001     Number of Shares:  1,437,143

                        Date of Issuance:  JUNE 21, 2005

     Rapidtron,  Inc.,  a  Nevada  corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Ceres Financial Limited and permitted assigns, the
registered holder hereof ("HOLDER"), is entitled, subject to the terms set forth
below,  to  purchase from the Company upon surrender of this Warrant to Purchase
Common  Stock  (the "WARRANT"), at any time after the date hereof, but not after
5:00  P.M. California time on the Expiration Date (as defined herein), 1,437,143
fully  paid and non-assessable shares of Common Stock (as defined herein) of the
Company  (each  a  "WARRANT  SHARE"  and collectively the "WARRANT SHARES") at a
purchase  price  per  share (the "WARRANT EXERCISE PRICE") equal to the lower of
(i) US$0.175 or (ii) an amount equal to seventy-five percent (75%) of the lowest
closing  bid  price  of  the  Common Stock for the five trading days immediately
preceding the date of the Exercise Notice as quoted on the OTC Bulletin Board or
such  national  securities exchange or other market on which the Common Stock is
then listed or quoted.  The Warrant Exercise Price shall be paid in lawful money
of  the  United  States, unless exercised pursuant to Section 2(b) hereof.  Both
the  number  of  Warrant  Shares  purchasable hereunder and the Warrant Exercise
Price  are  subject  to  adjustment  as  provided  in  Section  9  below.

Section 1.     Definitions.
               -----------

     (a)     The  following  words and terms used in this Warrant shall have the
following  meanings:

     "COMMON  STOCK" means (i) the Company's US$0.001 par value common stock and
(ii)  any  capital stock into which such Common Stock shall have been changed or
any  capital  stock  resulting  from  a  reclassification  of such Common Stock.

     "EXPIRATION  DATE"  means the date which is five (5) years from the date of
this  Warrant or, if such date falls on a Saturday, Sunday or other day on which
banks  are  required  or  authorized  to be closed in the State of California (a
"HOLIDAY"),  the  next  preceding  date  that  is  not  a  Holiday.


                                        1
<PAGE>
     "MARKET PRICE" means the average of the closing stock prices for the Common
Stock  for  the  ten  (10) trading days immediately prior to the date on which a
Notice  of  Exercise  is delivered to the Company, as quoted on the OTC Bulletin
Board  or  such national securities exchange or other market on which the Common
Stock  may  then  be  listed  or  quoted.

     "SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended.

     "SECURITIES PURCHASE AGREEMENT" shall mean the Convertible Note and Warrant
Purchase  Agreement  between the Holder (or its predecessor in interest) and the
Company  for  the  purchase  of  this  Warrant  and  the Note (as defined in the
Securities  Purchase  Agreement).

     (b)     Other  definitional  provisions:

     (i)     Except  as otherwise specified herein, all references herein (A) to
the  Company  shall be deemed to include the Company's successors and (B) to any
applicable law shall be deemed references to such applicable law as the same may
be  amended  or  supplemented  from  time  to  time.

     (ii)     When  used  in  this  Warrant,  unless  otherwise  specified  in a
particular instance, the words "herein," "hereof," and "hereunder," and words of
similar  import, shall refer to this Warrant as a whole and not to any provision
of  this  Warrant, and the words "Section" and "Exhibit" shall refer to Sections
of,  and  Exhibits  to,  this  Warrant  unless  otherwise  specified.

     (iii)     Whenever  the context so requires, the neuter gender includes the
masculine  or  feminine,  and  the singular number includes the plural, and vice
versa.

     (iv)     When  used  in  this  Warrant,  "transfer"  shall  include  any
disposition  of this Warrant or any Warrant Shares, or of any interest in either
thereof,  which  would  constitute  a  sale  thereof  within  the meaning of the
Securities  Act  or  applicable  state  securities  laws.

Section 2.     Exercise of Warrant.
               -------------------

     (a)     Subject  to  the  terms  and conditions hereof, this Warrant may be
exercised  by  the Holder, as a whole or in part (except that this Warrant shall
not  be  exercisable  as  to a fractional share), at any time prior to 5:00 p.m.
California  time on the Expiration Date.  The rights represented by this Warrant
shall be exercised by the Holder by (i) delivery of a written notice in the form
attached  as  Exhibit I hereto (a "NOTICE OF EXERCISE") of the Holder's election
to  exercise  this  Warrant,  which  notice  shall specify the number of Warrant
Shares  to  be  purchased, (ii) payment to the Company of an amount equal to the
Warrant  Exercise  Price  multiplied by the number of Warrant Shares as to which
the  Warrant is being exercised, plus any applicable issuance or transfer taxes,
in  immediately  available  funds  (either  by  wire  transfer or a certified or
cashier's  check  drawn on a United States bank) and (iii) the surrender of this
Warrant,  properly  endorsed, at the principal office of the Company (or at such
other  agency or office of the Company as the Company may designate by notice to
the  Holder).

     (b)     In addition, and notwithstanding anything to the contrary contained
in  this Warrant, at such time as the Market Price per share of the Common Stock
exceeds  the  Warrant  Exercise  Price,  this  Warrant  may  be  exercised  by
presentation  and  surrender  of  this  Warrant  to


                                        2
<PAGE>
the  Company  in  a  cashless  exercise,  including a written calculation of the
number  of Warrant Shares to be issued upon such exercise in accordance with the
terms  hereof  (a "CASHLESS EXERCISE").  In the event of a Cashless Exercise, in
lieu  of  paying  the  Warrant  Exercise  Price, the Holder shall surrender this
Warrant  for,  and  the  Company  shall  issue in respect thereof, the number of
Warrant  Shares  determined by multiplying the number of Warrant Shares to which
the  Holder  would  otherwise  be entitled by a fraction, the numerator of which
shall  be  determined  by  subtracting  the Warrant Exercise Price from the then
current  Market  Price  per  share of Common Stock, and the denominator of which
shall  be  the  then  current  Market  Price  per  share  of  Common  Stock.

     (c)     Any  Warrant  Shares  shall be deemed to be issued to the Holder or
Holder's designee, as the record owner of such Warrant Shares, as of the date on
which this Warrant shall have been surrendered, the completed Notice of Exercise
shall  have  been  delivered,  and payment (or notice of an election to effect a
Cashless  Exercise)  shall  have  been made for such Warrant Shares as set forth
above,  irrespective  of  the date of delivery of such share certificate, except
that,  if  the  date  of  such  surrender  and  payment is a date when the stock
transfer  books  of the Company are properly closed, such person shall be deemed
to  have  become the holder of such Warrant Shares at the opening of business on
the  next  succeeding date on which the stock transfer books are open.  For each
exercise  of  the  rights  represented  by  this Warrant in compliance with this
Section  2,  a  certificate or certificates for the Warrant Shares so purchased,
registered in the name of, or as directed by, the Holder, shall be delivered to,
or  as  directed by, the Holder within three (3) business days after such rights
shall  have  been  so  exercised.

     (d)     Unless  this  Warrant  shall  have expired or shall have been fully
exercised,  the  Company  shall issue a new Warrant identical in all respects to
the  Warrant  exercised  except  that  it shall represent rights to purchase the
number  of  Warrant  Shares purchasable immediately prior to such exercise under
the  Warrant  exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised (or, in the case of a Cashless Exercise, the number of
shares  to  which  the  Holder  would  otherwise  have  been  entitled).

     (e)     In the case of any dispute with respect to an exercise, the Company
shall  promptly  issue  such  number  of  Warrant  Shares as are not disputed in
accordance  with  this  Section.  If  such  dispute  only involves the number of
Warrant  Shares  receivable by the Holder under a Cashless Exercise, the Company
shall  submit  the  disputed  calculations  to an independent accounting firm of
national  standing  via facsimile within two (2) business days of receipt of the
Notice of Exercise.  The accountant shall review the calculations and notify the
Company  and  the Holder of the results no later than two (2) business days from
the  date  it  receives the disputed calculations.  The accountant's calculation
shall  be deemed conclusive absent manifest error.  The Company shall then issue
the  appropriate  number  of  shares  of  Common  Stock  in accordance with this
Section.

NOTWITHSTANDING  ANY  OTHER  PROVISION  HEREOF,  NO  HOLDER SHALL EXERCISE THESE
WARRANTS,  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
WARRANTS SHALL NOT BE CONVERTIBLE BY THE HOLDER, IF, AFTER GIVING EFFECT TO SUCH
EXERCISE,  THE HOLDER OF SUCH SECURITIES, TOGETHER WITH ITS AFFILIATES, WOULD IN
AGGREGATE  BENEFICIALLY  OWN,  OR  EXERCISE  CONTROL  OR  DIRECTION  OVER  THAT


                                        3
<PAGE>
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  EXERCISE.

Section 3.     Covenants as to Common Stock.
               ----------------------------

     The  Company  covenants  and  agrees  that  all Warrant Shares which may be
issued  upon  the  exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and non-assessable.  The Company further
covenants  and agrees that during the period within which the rights represented
by  this Warrant may be exercised, the Company will at all times have authorized
and  reserved  a  sufficient number of shares of Common Stock to provide for the
exercise  of  the rights then represented by this Warrant and that the par value
of said shares will at all times be less than or equal to the applicable Warrant
Exercise  Price.

Section 4.     Taxes.
               -----

     The  Company  shall not be required to pay any tax or taxes attributable to
the  initial  issuance  of  the  Warrant  Shares or any transfer involved in the
issuance or delivery of any certificates for Warrant Shares in a name other than
that  of  the  Holder  or  any  permitted  transferee  of  this  Warrant.

Section 5.     Warrant Holder Not Deemed a Stockholder.
               ---------------------------------------

     No  Holder  of  this Warrant, as such, shall be entitled to vote or receive
dividends  or be deemed the holder of shares of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company or any right to vote,
give  or  withhold  consent to any corporate action (whether any reorganization,
issuance  of stock, reclassification of stock, consolidation, merger, conveyance
or  otherwise),  receive  notice  of meetings, receive dividends or subscription
rights,  or otherwise, prior to the issuance to the Holder of the Warrant Shares
which  the  Holder  is  then  entitled  to receive upon the due exercise of this
Warrant.  Notwithstanding  the  foregoing,  the  Company will provide the Holder
with  copies of the same notices and other information given to the stockholders
of  the  Company  generally,  contemporaneously with the delivery thereof to the
stockholders.

Section 6.     No Limitation on Corporate Action.
               ---------------------------------

     No  provisions  of this Warrant and no right or option granted or conferred
hereunder  shall in any way limit, affect or abridge the exercise by the Company
of  any of its corporate rights or powers to recapitalize, amend its Articles of
Incorporation,  reorganize,  consolidate  or  merge  with  or  into  another
corporation,  or  to  transfer all or any part of its property or assets, or the
exercise  of  any  other  of  its  corporate  rights  and  powers.

Section 7.     Representations of Holder.
               -------------------------

     By  the  acceptance  hereof,  the  Holder  represents  that  the  Holder is
acquiring  this  Warrant and the Warrant Shares for the Holder's own account for
investment  and  not  with  a  view  to,  or


                                        4
<PAGE>
for  sale in connection with, any distribution hereof or of any of the shares of
Common Stock or other securities issuable upon the exercise hereof, and not with
any  present  intention  of  distributing  any  of the same.  The Holder further
represents,  by  acceptance  hereof,  that,  as  of  this date, the Holder is an
"accredited  investor"  as  such  term is defined in Rule 501(a) of Regulation D
promulgated  by the Securities and Exchange Commission under the Securities Act.
Upon  exercise  of  this Warrant, the Holder shall, if requested by the Company,
confirm  the foregoing representations in writing, in a form satisfactory to the
Company.  If  the  Holder cannot make such representations because they would be
factually  incorrect,  it  shall  be a condition to the Holder's exercise of the
Warrant  that  the  Company  receive  such  other representations as the Company
considers  reasonably  necessary  to assure the Company that the issuance of its
securities  upon  exercise of the Warrant shall not violate any federal or state
securities  laws.

Section 8.     Restrictions on Transfer.
               ------------------------

     The  Holder  understands  that (i) this Warrant and the Warrant Shares have
not  been  and  are  not  being registered under the Securities Act or any state
securities  laws (other than as described in the Securities Purchase Agreement),
and  may  not  be  offered  for  sale,  sold, assigned or transferred unless (A)
subsequently  registered  thereunder  or  (B) pursuant to an exemption from such
registration,  and  (ii)  neither  the Company nor any other person is under any
obligation  to  register  such  securities  (other  than  as  described  in  the
Securities  Purchase Agreement) under the Securities Act or any state securities
laws  or  to  comply  with the terms and conditions of any exemption thereunder.

Section 9.     Adjustments.
               -----------

     (a)     Reclassification  and  Reorganization.  In  case  of  any
             -------------------------------------
reclassification,  capital  reorganization or other change of outstanding shares
of  the  Common  Stock, or in case of any consolidation or merger of the Company
with  or into another corporation (other than a consolidation or merger in which
the  Company  is  the  continuing  corporation  and which does not result in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock), the Company shall cause effective provision to be made so that
the  Holder  shall  have  the  right  thereafter, by exercising this Warrant, to
purchase  the kind and number of shares of stock or other securities or property
(including  cash)  receivable upon such reclassification, capital reorganization
or  other change, consolidation or merger by a holder of the number of shares of
Common  Stock  that  could  have  been  purchased  upon  exercise of the Warrant
immediately  prior  to  such  reclassification,  capital reorganization or other
change, consolidation or merger.  Any such provision shall include provision for
adjustments  that  shall  be  as  nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Section 9.  The foregoing provisions shall
similarly  apply  to  successive  reclassifications, capital reorganizations and
other  changes  of  outstanding  shares  of  Common  Stock  and  to  successive
consolidations  or  mergers.  If  the  consideration  received by the holders of
Common  Stock  is other than cash, the value shall be as determined by the Board
of  Directors  of  the  Company  acting  in  good  faith.

     (b)     Dividends  and  Stock  Splits.  If  and  whenever the Company shall
             -----------------------------
effect  a stock dividend, a stock split, a stock combination, or a reverse stock
split  of  the  Common Stock, the number of Warrant Shares purchasable hereunder
and  the  Warrant Exercise Price shall be proportionately adjusted in the manner
determined  by  the  Company's  Board  of  Directors  acting


                                        5
<PAGE>
in  good  faith.  The number of shares, as so adjusted, shall be rounded down to
the  nearest whole number and the Warrant Exercise Price shall be rounded to the
nearest  cent.

     (c)     Default  Adjustment.  Any  other  provision  of  this  Warrant
             -------------------
notwithstanding,  in  the  event  of a default under the Note (as defined in the
Securities  Purchase  Agreement), until the Expiration Date the Warrant Exercise
Price  shall  automatically  be  reduced  to  the par value of the Common Stock.

Section 10.     Lost, Stolen, Mutilated or Destroyed Warrant.
                --------------------------------------------

     If this Warrant is lost, stolen or destroyed, the Company shall, on receipt
of  an indemnification undertaking reasonably satisfactory to the Company, issue
a  new  Warrant of like denomination and tenor as the Warrant so lost, stolen or
destroyed.  In  the  event the Holder asserts such loss, theft or destruction of
this  Warrant,  the  Company  may  require the Holder to post a bond issued by a
surety  reasonably  satisfactory  to the Company with respect to the issuance of
such  new  Warrant.

Section 11.     Notice.
                ------

     Any  notices  required  or  permitted  to  be given under the terms of this
Warrant  shall  be  sent  by  mail  or  delivered  personally  or  by courier or
facsimile,  and  shall be effective five days after being placed in the mail, if
mailed,  certified  or registered, return receipt requested, or upon receipt, if
delivered  personally  or  by  courier  or  by  facsimile, in each case properly
addressed  to  the  party  to  receive  the  same.  The  addresses  for  such
communications  shall be as provided in the Securities Purchase Agreement.  Each
party  shall  provide  notice  to  the  other  party  of  any change in address.

Section 12.     Miscellaneous.
                -------------

     This  Warrant  and  any  term hereof may be changed, waived, discharged, or
terminated  only  by  an  instrument  in  writing  signed by the party or Holder
against  which  enforcement  of such change, waiver, discharge or termination is
sought.  This Warrant shall be governed by and interpreted under the laws of the
State  of  California,  without  regard  to  the principles of conflict of laws.
Headings  are  for  convenience  only  and  shall  not  affect  the  meaning  or
construction  of  any  of  the provisions hereof.  This Warrant shall be binding
upon  the  Company and its successors and assigns and shall inure to the benefit
of  the  Holder  and  its  permitted successors and assigns.  The Holder may not
assign  this  Warrant  except  in  accordance  with applicable federal and state
securities  laws.

Section 13.     Attorney's Fees.
                ---------------

     If  Holder  or  the  Company  shall bring any action for relief against the
other  arising  out  of  or  in connection with this Warrant, in addition to all
other  remedies  to which the prevailing party may be entitled, the losing party
shall be required to pay to the prevailing party a reasonable sum for attorney's
fees  and  costs  incurred in bringing such action and/or enforcing any judgment
granted  therein,  all  of  which  shall  be  deemed  to  have  accrued upon the
commencement  of  such  action  and  shall be paid whether or not such action is
prosecuted  to  judgment.  Any  judgment  or  order entered in such action shall
contain  a  specific  provision  providing  for  the  recovery  of


                                        6
<PAGE>
attorney's fees and costs incurred in enforcing such judgment.  For the purposes
of  this  Section,  attorney's  fees  shall  include,  without  limitation, fees
incurred  with  respect  to  the  following:  (i)  post-judgment  motions,  (ii)
contempt  proceedings, (iii) garnishment, levy and debtor and third party debtor
and  third  party  examinations,  (iv)  discovery and (v) bankruptcy litigation.

Section 14.     Effect of Expiration.
                --------------------

     This  Warrant,  in  all events, shall be wholly void and of no effect after
the  close  of  business on the Expiration Date, except that notwithstanding any
other  provisions  hereof,  the  provisions of Section 13 shall continue in full
force  and  effect  after such date as to any Warrant Shares or other securities
issued  upon  the  exercise  of  this  Warrant.

                                       RAPIDTRON, INC.



                                       By:
                                          -------------------------------------
                                                        President



                                       By:
                                          -------------------------------------
                                                        Secretary


                                        7
<PAGE>
                                    EXHIBIT I

                             NOTICE OF EXERCISE FORM

                                 RAPIDTRON, INC.

     The  undersigned  hereby  exercises  the  right  to  purchase the number of
Warrant  Shares  covered  by  the  Warrant  attached  hereto  as specified below
according to the conditions thereof and herewith makes payment of US$___________
(unless  effected  by  a  Cashless  Exercise in accordance with the terms of the
Warrant), which constitutes the aggregate Warrant Exercise Price of such Warrant
Shares  pursuant  to  the  terms  and  conditions  of  the  Warrant.

     (i)     The  undersigned  agrees  not to offer, sell, transfer or otherwise
dispose  of  any Common Stock obtained upon exercise of the Warrant except under
circumstances  that  will  not  result  in  a violation of the Securities Act or
applicable  state  securities  laws.

     (ii)     The  undersigned  requests  that  the  stock  certificates for the
Warrant  Shares  be  issued,  and a Warrant representing any unexercised portion
hereof be issued, pursuant to the terms of the Warrant in the name of the Holder
(or  such  other person(s) indicated below) and delivered to the undersigned (or
designee(s))  at  the  address  or  addresses  set  forth  below.

Dated:_____________, _____.


                                       HOLDER:
                                              ---------------------------------

                                         By:
                                            -----------------------------------
                                         Title:
                                               --------------------------------

                                         Address:
                                                 ------------------------------

                                                 ------------------------------

                                                 ------------------------------

Number of Warrant Shares being purchased:
                                         --------------------------------------


                                        8