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$60,000.00                                                   September 8, 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.  Sixty  Thousand  and  00/100  Dollars
 ------
(US$60,000.00).  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.  NOTWITHSTANDING
THE  FOREGOING,  THIS  LIMITATION SHALL NOT APPLY IF THE COMPANY DEFAULTS ON ITS
PAYMENT OBLIGATIONS MADE UNDER THIS NOTE AND SUCH DEFAULT IS NOT CURED WITHIN 30
DAYS  OF  THE  WRITTEN  NOTICE  OF  SUCH  DEFAULT.

          (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 September 8, 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


                                      - 3 -
<PAGE>
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 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  July  29,  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.


                                      - 4 -
<PAGE>
     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-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 -