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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 valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the parties hereby agree as
follows:
1. AMENDMENT AS TO PRINCIPAL AMOUNT, INTEREST RATE AND MATURITY
DATE.
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The Note is hereby amended as follows: (i) the principal amount
is changed
from "$400,000" to "$472,000," (ii) the
interest rate is changed from "15%" to
"10%," (iii) all references to the Note being
due on March 31, 2005 are hereby
deleted and (iv) all references in the Note to
"Maturity Date" and
"Maturity
Date or applicable Interest Payment Date"
are hereby deleted and replaced with
"Payment Date," as defined below.
2. AMENDMENT OF SECTION 1. Section 1 of the Note is
hereby deleted in
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its entirety and replaced with the following:
"1. Payment Obligation.
For value
received, the Company promises to pay
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to Oceanus Value Fund, L.P. or its permitted successors and assigns
(collectively,
the "Holder"), (i) the principal amount of Four
Hundred
Seventy-two
Thousand Dollars ($472,000) (to which may be added any
liquidated
damages that accrue pursuant to the terms of
the Agreement or
the Registration Rights Agreement
referenced below after December 31, 2005
) and (ii) interest on the principal
amount outstanding at the rate of ten
percent
(10%) per annum,
compounded annually. The principal amount of this
Note,
together with all accrued and unpaid interest, shall be due
and
payable
in full on October 31,
2005; provided, however, that if by October
31, 2005, the Company has entered into
a definitive agreement with respect
to the acquisition of control of the Company by Axess AG (the
"Axess
Agreement"),
then (i) Two Hundred Thirty-six Thousand
Dollars ($236,000)
shall
be d
