Rapidtron Inc Sample Contracts

Rapidtron Inc – THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN (November 22nd, 2005)

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 July 29, 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

Rapidtron Inc – WARRANT TO PURCHASE COMMON STOCK (November 22nd, 2005)

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

Rapidtron Inc – THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN (November 22nd, 2005)

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

Rapidtron Inc – WARRANT TO PURCHASE COMMON STOCK (November 22nd, 2005)

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-002 Number of Shares: 342,857 Date of Issuance: JULY 29, 2005 Rapidtron, Inc., a Nevada corporation (the "COMPANY"), hereby certifies that, for value received, Ceres Financial Limited and permitted assigns, the registered hol

Rapidtron Inc – PURCHASE AGREEMENT (November 22nd, 2005)

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT RAPIDTRON, INC. This Convertible Note and Warrant Purchase Agreement (the "AGREEMENT") is made effective as of the 8th day of September, 2005 (the "EFFECTIVE DATE") by and among: RAPIDTRON, INC., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626 (the "COMPANY"); and CERES FINANCIAL LIMITED, a BVI company, of Walkers Chambers, P.O. Box 92, Mill Mall, Road Town, Tortola, British Virgin Islands (the "INVESTOR"). The Company and the Investor are collectively referred to in this Agreement as the "PARTIES." WHEREAS: A. The Company currently does not have sufficient current assets to meet its working capital requirements and has on-going commitments and obligations to its employees, suppliers, security holders, debt holders and other third parties; and the Company is cur

Rapidtron Inc – PURCHASE AGREEMENT (November 22nd, 2005)

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT RAPIDTRON, INC. This Convertible Note and Warrant Purchase Agreement (the "AGREEMENT") is made effective as of the 29th day of July, 2005 (the "EFFECTIVE DATE") by and among: RAPIDTRON, INC., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626 (the "COMPANY"); and CERES FINANCIAL LIMITED, a BVI company, of Walkers Chambers, P.O. Box 92, Mill Mall, Road Town, Tortola, British Virgin Islands (the "INVESTOR"). The Company and the Investor are collectively referred to in this Agreement as the "PARTIES." WHEREAS: A. The Company currently does not have sufficient current assets to meet its working capital requirements and has on-going commitments and obligations to its employees, suppliers, security holders, debt holders and other third parties; and the Company is currentl

Rapidtron Inc – PROMISSORY NOTE (November 22nd, 2005)

PROMISSORY NOTE --------------- COSTA MESA, CALIFORNIA SEPTEMBER 28, 2005 FOR VALUE RECEIVED, the undersigned, Rapidtron, Inc., a Delaware Corporation (herein called Maker), hereby promises to pay to the order of Judith Creel, a resident of California (herein called Holder), in lawful money of the United States of America, the principal sum of FIFTEEN THOUSAND Dollars ($15,000 US), with interest thereon at the rate as established monthly by Wells Fargo for Equity loans with a floating rate. The term of this Note is ONE HUNDRED AND TWENTY (120) days. This term can only be extended by agreement of the Holder. The Holder will pay the monthly-accrued interest charged by Wells Fargo on the fifteenth of each month starting in September. This Note and the rights and duties of the parties hereunder shall be governed for all purposes by eh laws of the State of Calif

Rapidtron Inc – PURCHASE AGREEMENT (November 22nd, 2005)

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT RAPIDTRON, INC. This Convertible Note and Warrant Purchase Agreement (the "AGREEMENT") is made effective as of the 21st day of June, 2005 (the "EFFECTIVE DATE") by and among: RAPIDTRON, INC., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626 (the "COMPANY"); and CERES FINANCIAL LIMITED, a BVI company, of Walkers Chambers, P.O. Box 92, Mill Mall, Road Town, Tortola, British Virgin Islands (the "INVESTOR"). The Company and the Investor are collectively referred to in this Agreement as the "PARTIES." WHEREAS: A. The Company currently does not have sufficient current assets to meet its working capital requirements and has on-going commitments and obligations to its employees, suppliers, security holders, debt holders and other third parties; and the Company is currentl

Rapidtron Inc – REGISTRATION RIGHTS AGREEMENT (November 22nd, 2005)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 21, 2005, is made between Ceres Financial Limited (the "Investor"), and Rapidtron, Inc., a Nevada corporation (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investor is purchasing from the Company, pursuant to a Convertible Note and Warrant Purchase Agreement dated the date hereof (the "Purchase Agreement"), a Convertible Note and Warrants of the Company. The Convertible Note is convertible into shares of common stock of the Company ("Common Shares") and each Warrant is exercisable to purchase one Common Share (terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Investor the registration rights set forth herein with respect to the Common Shares acquirable upon conversio

Rapidtron Inc – THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN (November 22nd, 2005)

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

Rapidtron Inc – SECURITY AGREEMENT (November 22nd, 2005)

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT"), dated as of September 8, 2005, is made between Rapidtron, Inc., a Nevada corporation, of 3151 Airway Ave., Bldg. Q, Costa Mesa, CA 92626 (the "COMPANY"); and Ceres Financial Limited, a BVI company, of Walkers Chambers, P.O. Box 92, Mill Mall, Road Town, Tortola, British Virgin Islands (the "SECURED PARTY"). THIS AGREEMENT SUPERSEDES AND ----------------------------- REPLACES THE SECURITY AGREEMENT BETWEEN THE COMPANY AND THE SECURED PARTY DATED ------------------------------------------------------------------------------- AS OF JUNE 21, 2005. ------------------- WHEREAS, the Company is indebted to the Secured Party pursuant to certain Convertible Note and Warrant Purchase Agreements dated on or about June 21, 2005, July 29, 2005, and September 8, 2005 (the "NOTE PURCHASE AGREEMENTS") and Convertible Notes issued thereunder in the aggrega

Rapidtron Inc – AMENDMENT TO ESCROW AND CONTRIBUTION AGREEMENT (November 22nd, 2005)

AMENDMENT TO ESCROW AND CONTRIBUTION AGREEMENT Reference is made to that certain Escrow and Contribution Agreement dated effective as of November 12, 2003 (the "ESCROW AND CONTRIBUTION AGREEMENT"), by and among RAPIDTRON, INC., a Nevada corporation ("RAPIDTRON"); STEVE MEINEKE, an individual and Secretary, Treasurer, General Manager, Director and shareholder of Rapidtron ("MEINEKE"); PETER DERMUTZ, an individual and Executive Vice President and shareholder of Rapidtron ("DERMUTZ"); JOHN CREEL, an individual and President, Chairman of the Board of Directors and shareholder of Rapidtron and the shareholder representative of the Principals ("SHAREHOLDER REPRESENTATIVE"); Ceres Financial Limited, a BVI company ("LEAD INVESTOR"); and LEE & GODDARD, LLP, a California limited liability partnership ("LEE GODDARD"). This AMENDMENT TO ESCROW AND CONTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into by and among the Shareholder Representative on behalf of the Pr

Rapidtron Inc – WARRANT TO PURCHASE COMMON STOCK (November 22nd, 2005)

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-003 Number of Shares: 342,857 Date of Issuance: SEPTEMBER 8, 2005 Rapidtron, Inc., a Nevada corporation (the "COMPANY"), hereby certifies that, for value received, Ceres Financial Limited and permitted assigns, the registere

Rapidtron Inc – AGREEMENT REGARDING REGISTRATION RIGHTS (November 22nd, 2005)

September 8, 2005 AGREEMENT REGARDING REGISTRATION RIGHTS --------------------------------------- This is to confirm the following agreement, effective September 8, 2005 between Rapidtron, Inc., a Nevada corporation ("RAPIDTRON"), and Ceres Financial Limited, a BVI company (the "INVESTOR"), regarding that certain Registration Rights Agreement between Rapidtron and the Investor dated June 21, 2005 as amended July 29, 2005 (the "REGISTRATION RIGHTS AGREEMENT"): That the Company desires to grant to the Investor the registration rights set forth in the Registration Rights Agreement with respect to the common shares of Rapidtron acquirable upon conversion or exercise, respectively, of the convertible note and warrants purchased pursuant to: 1. the Convertible Note and Warrant Purchase Agreement between

Rapidtron Inc – 15% SECURED CONVERTIBLE PROMISSORY NOTE (August 17th, 2005)

================================================================================ AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 31, 2005 This Amendment to 15% Secured Convertible Promissory Note due March 31, 2005 (the "Amendment") is entered into on August 11, 2005 by and between Rapidtron, Inc. (the "Company") and Oceanus Value Fund, L.P. (the "Holder"). A. The Company has previously issued to the Holder a 15% Secured Convertible Promissory Note due March 31, 2005 (the "Note"). B. Pursuant to Section 13 of the Note, the Company and the Holder now desire to enter into this Amendment in order to (i) amend the Note as set forth herein and (ii) provide for certain other agreements as between them. NOW, THEREFORE, in consideration of their respective promises contained herein and other good and va

Rapidtron Inc – LOAN AGREEMENT (April 15th, 2005)

LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is entered into effective as of October 9, 2004 (the "EFFECTIVE DATE") by and between LDM ENTERPRISES, LLC, a California limited liability company ("LENDER"); Rapidtron, Inc., a Nevada corporation ("BORROWER"); and John Creel, an individual ("GUARANTOR"), with reference to the following recitals: A. Borrower is currently a party to a Memorandum of Understanding ("MOU") with Smart Card Integrators, Inc. ("SCI"), pursuant to which Borrower is obligated to provide $350,000 of financing to SCI in accordance with the terms of the MOU (the "SCI LOAN"). B. The following parties have made financing available to Borrower (each such loan, a "BRIDGE LOAN"): (i) Bathgate Capital Partners LLC in the amount of $600,000 pursuant to a Sale Of Secured Convertible Bridge Notes Summary of Terms, dated September 28, 2004; (ii) Oceanus Value Fund, LP in the amount of $40

Rapidtron Inc – ALLONGE TO PROMISSORY NOTE (April 15th, 2005)

ALLONGE TO PROMISSORY NOTE For valuable consideration, the receipt of which is hereby acknowledged, this Allonge to Promissory Note is made and executed effective as of November 22, 2004, with reference to that certain Convertible Secured Promissory Note, dated October 8, 2004 (the "Note"), in the original principal amount of Three Hundred Fifty Thousand Dollars (US$350,000.00), made by RAPIDTRON, INC., a Delaware corporation ("Maker"), payable to the order of LDM ENTERPRISES, LLC, a California limited liability company ("Holder"). This Allonge to Promissory Note shall be affixed to the original of the Note and is hereby incorporated into and made a part of the Note, for all purposes. The principal amount of the Note is increased from $350,000 to $375,000. The term of the Note is hereby extended from November 8, 2004, until December 15, 2004. IN WITNESS WHEREOF, the maker and the Holder have

Rapidtron Inc – WARRANT TO PURCHASE COMMON STOCK (April 15th, 2005)

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. 1 Number of Shares: 800,000 Date of Issuance: December 1, 2004 Rapidtron, Inc., a Nevada corporation (the "Company"), hereby certifies that, for value received, Oceanus Value Fund, L.P., and permitted assigns, t

Rapidtron Inc – SECURITIES PURCHASE AGREEMENT (April 15th, 2005)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "Agreement") is made and entered into on December 1, 2004, by and between Rapidtron, Inc., a corporation organized under the laws of the State of Nevada, with its principal place of business located at 3151 Airway Avenue, Building Q, Costa Mesa, California (the "Company"), and Oceanus Value Fund, L.P. (the "Buyer"). RECITALS -------- A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemptions from securities registration afforded by (i) the provisions of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act. B. The Buyer desires to purch

Rapidtron Inc – AMENDMENT NO. 1 TO LOAN AGREEMENT (April 15th, 2005)

AMENDMENT NO. 1 TO LOAN AGREEMENT This Amendment No. 1 to Loan Agreement (this "AMENDMENT"), is made effective as of November 22, 2004, by and between Rapidtron, Inc., a Nevada corporation (the "COMPANY"), and LDM Enterprises, LLC, a California limited liability company ("Lender"), in connection with that certain Loan Agreement, dated effective as of October 8, 2004 (the "MASTER AGREEMENT"): FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Amount of Loan. The amount of the Loan is hereby increased to $375,000. --------------- 2. Maturity Date. The Maturity Date is extended to December 15, 2004. -------------- 3. Schedule 1. Schedule 1 is hereby amended and restated as follows: ----------- Use of Proceeds --------------- ---------------------------- SCI

Rapidtron Inc – THIS NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED DECEMBER (April 15th, 2005)

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. THIS NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED DECEMBER 1, 2004 (THE "SUBORDINATION AGREEMENT") IN FAVOR OF SILICON VALLEY BANK (THE "SENIOR LENDER"), AND THE RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY AGREEMENT, AS DEFINED BELOW, ARE SUBORDINATE TO THOSE OF THE SENIOR LENDER. DATE: DECEMBER 1, 2004 $400,000.00

Rapidtron Inc – SECURITY AGREEMENT (April 15th, 2005)

SECURITY AGREEMENT This SECURITY AGREEMENT, is made effective as of October 8, 2004 (the "EFFECTIVE DATE"), by and between RAPIDTRON, INC., a Nevada corporation (the "DEBTOR"), and LDM Enterprises, LLC, a California limited liability company (the "SECURED PARTY"), with reference to the following recitals: WHEREAS, the Debtor and Secured Party are parties to that certain Loan Agreement, dated as of the Effective Date (the "LOAN AGREEMENT"), pursuant to which Debtor has delivered that certain Secured Promissory Note made by Debtor payable to Secured Party in the amount of up to Three Hundred Fifty Thousand Dollars ($350,000) (the "NOTE"); and WHEREAS, it is a condition precedent to the Secured Party's making any loans (or otherwise extending credit) to the Debtor under the Loan Agreement that the Debtor execute and deliver to the Secured Party this Agreement; and WHEREAS, the Debtor wishes to grant a se

Rapidtron Inc – CONVERTIBLE SECURED PROMISSORY NOTE (April 15th, 2005)

CONVERTIBLE SECURED PROMISSORY NOTE ----------------------------------- $350,000 OCTOBER 8, 2004 --------------- COSTA MESA, CALIFORNIA ---------------------- FOR VALUE RECEIVED, RAPIDTRON, INC., a Nevada corporation ("MAKER"), hereby promise to pay to the order of LDM Enterprises, LLC, a California limited liability company ("HOLDER"), at Holder's address for notice as set forth in Section 12 hereof or at such other address as Holder may designate by written notice delivered to Maker at any time and from time to time, the principal sum credited or disbursed to Maker from time to time, not to exceed Three Hundred Fifty Thousand and 00/100 Dollars ($350,000.00), plus inte

Rapidtron Inc – SECURITY AGREEMENT (April 15th, 2005)

SECURITY AGREEMENT This Security Agreement (the "Agreement") is made and entered into on December 1, 2004, by and between Rapidtron, Inc., a Nevada corporation (the "Debtor"), and Oceanus Value Fund, L.P.(the "Secured Party"). A. Debtor and Secured Party have entered into a Securities Purchase Agreement dated concurrently herewith (the "Securities Purchase Agreement"). B. Pursuant to the Securities Purchase Agreement, Debtor has, among other things, delivered to Secured Party a $400,000 15% Secured Convertible Promissory Note (the "Note"). C. The parties now enter into this Agreement as security for Debtor's obligations under the Note. NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as f

Rapidtron Inc – REGISTRATION RIGHTS AGREEMENT (April 15th, 2005)

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into on December 1, 2004, by and between Rapidtron, Inc., a corporation organized under the laws of the State of Nevada, with its principal place of business located at 3151 Airway Avenue, Building Q, Costa Mesa, California (the "Company"), and Oceanus Value Fund, L.P. (the "Buyer"). NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined ----------- herein shall have the meanings given such terms in the Securities Purchase Agreement entered into between the Company and the Buyer dated concurrently herewith (the "Securities Purchase Agreement"). As used

Rapidtron Inc – WARRANT TO PURCHASE STOCK (August 16th, 2004)

WARRANT TO PURCHASE STOCK ------------------------- THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. WARRANT TO PURCHASE STOCK COMPANY: RapidTron, Inc., a Nevada corporation NUMBER OF SHARES: 150,862 CLASS OF STOCK: Series Common WARRANT PRICE: $0.58 per share ISSUE DATE: Is the Warrant Effective Date, which is the date in which

Rapidtron Inc – REGISTRATION RIGHTS AGREEMENT (August 16th, 2004)

SILICON VALLEY BANK REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of the Warrant Effective Date, by and between Silicon Valley Bank ("Purchaser") and the Company whose name appears on the last page of this Agreement. RECITALS -------- A. Concurrently with the execution of this Agreement, the Purchaser is purchasing from the Company a Warrant to Purchase Stock (the "Warrant") pursuant to which Purchaser has the right to acquire from the Company the Shares (as defined in the Warrant). B. By this Agreement, the Purchaser and the Company desire to set forth the registration rights of the Shares all as provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agre

Rapidtron Inc – AMENDMENT NO. 1 TO CONSULTING AGREEMENT (August 16th, 2004)

AMENDMENT NO. 1 TO CONSULTING AGREEMENT This Amendment Consulting Agreement (this "Amendment"), is made effective as of August 12, 2004, by and between Rapidtron, Inc., a Nevada corporation (the "Company"), and Mark Adair Financial Consulting Services ("Consultant"), in connection with that certain Consulting Agreement, dated effective as of January 1, 2004 (the "Master Agreement"): FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Extension of Filing S-8 Registration. The Company and Consultant agree -------------------------------------- that Section 3 of the master Agreement is hereby amended to extend the date by which the Company has to undertake to file a registration statement on From S-8 until October 29, 2004. 2. Waiver. Consultant hereby waives any claim Consultant may have for ------ breach of contrac

Rapidtron Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (August 16th, 2004)

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 Nevada 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,

Rapidtron Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (August 16th, 2004)

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,

Rapidtron Inc – ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (August 16th, 2004)

[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

Rapidtron Inc – MEMORANDUM OF UNDERSTANDING (August 3rd, 2004)

MEMORANDUM OF UNDERSTANDING To: Smart Cards Integrators, Inc. From: Rapidtron, Inc. Date: July 19, 2004 cc: Raymond A. Lee Mark Jacobs Re: Rapidtron Acquisition of Assets of Smart Card Integrators, Inc. ================================================================================ This Memorandum of Understanding (this "MOU") sets forth the terms and --- conditions of the acquisition by Rapidtron, Inc., a Nevada corporation ("RAPIDTRON") of all or substantially all of the equity stock of Smart Card --------- Integrators, Inc., a California corporation (the "SCI") issued and outstanding --- as of the date of this MOU (the "SCI STOCK") from the holders of the SCI Stock --------- (the "SELLERS"), and SCI's and Rapidtron's agreement regarding Rapidtron's due

Rapidtron Inc – RAPIDTRON SIGNS MEMORANDUM OF UNDERSTANDING WITH (August 3rd, 2004)

RAPIDTRON(TM) PARTNERED WITH AXESS For Immediate Release RAPIDTRON SIGNS MEMORANDUM OF UNDERSTANDING WITH SMART CARD INTEGRATORS, INC. COSTA MESA, CA -July 28, 2004 - Rapidtron, Inc., (OTCBB: RPDT), announced the signing of a memorandum of understanding ("MOU") with Smart Card Integrators, Inc. ("SCI"), a developer and marketer of smart card technology, to acquire SCI and operate it as a wholly-owned subsidiary under SCI's existing management team. The two companies have been conducting joint marketing efforts for the past year in the smart card field and are currently working together to secure new major customers in both the commercial and government markets. The transaction is contingent upon both parties completing due diligence and negotiating a definitive agreement over the next 90 days, and upon Rapidtron raising an additional $10 million

Rapidtron Inc – DIRECTOR SERVICE AND INDEMNIFICATION AGREEMENT (May 17th, 2004)

DIRECTOR SERVICE AND INDEMNIFICATION AGREEMENT (Meineke) This Director Service and Indemnification Agreement (the "Agreement") is made effective as of March 1, 2004 (the "Effective Date") by and between STEVE MEINEKE, an individual ("Meineke"), and RAPIDTRON, INC., a Nevada corporation (the "Company"), with reference to the following recitals: A. Prior to the Effective Date, Meineke served as an officer and director of the Company. B. Pursuant to that certain Termination Agreement, dated as of the Effective Date, Meineke has agreed to continue to serve as a director of the Company, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the Termination Agreement, the mutual covenants hereinafter set forth, and other good and valuable consideration, Meineke and the Company hereby agree as follows: 1. Service. Meineke will continu

Rapidtron Inc – TERMINATION AGREEMENT (May 17th, 2004)

TERMINATION AGREEMENT This TERMINATION AGREEMENT (this "Agreement"), is made effective as of March 1, 2004 (the "Effective Date"), by and between RAPIDTRON, INC., a Delaware corporation, and RAPIDTRON, INC., a Nevada corporation (collectively, the "Company"); and STEVE MEINEKE, an individual ("Meineke"), with reference to the following recitals: A. The Company engaged Meineke to serve as the Company's Secretary, Treasurer and General Manager, pursuant to that certain Employment Agreement, dated January 1, 2003 (the "Employment Agreement"). B. The parties now desire to terminate the Employment Agreement upon the terms and conditions set forth herein. NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the partie