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 $250,000.00
------------- -------------
GT $ 80,000.00
------------- -------------
LR $ 20,000.00
------------- -------------
Squar Xxxxxx $ 25,000.00
----------------------------
4. Acknowledgment and Consent of Guarantors. By signing below, the
--------------------------------------------
undersigned Guarantors of the Master Agreement hereby acknowledge and consent to
this Amendment and agree that the "Obligations" as defined in the Guaranty,
dated October 8, 2004, shall include for all purposes this Amendment.
Guarantors acknowledge that Lender is relying upon this acknowledgment and
consent in order to advance additional principal to Borrower and to enter into
this Amendment, and hereby consents to the recording of the original Deed of
Trust previously executed and delivered as security for the Guaranty.
5. Non-Impairment. Except as expressly modified herein, the Master
--------------
Agreement shall continue in full force and effect, and the parties hereby ratify
and reaffirm the Master Agreement as modified herein.
6. Defined Terms. All capitalized terms used in this Amendment and not
--------------
otherwise defined herein shall have the meaning given to such terms in the
Master Agreement.
7. Inconsistencies. In the event of any inconsistency, ambiguity or
---------------
conflict between the terms and provisions of this Amendment and the terms and
provisions of the Master Agreement, the terms and provisions of this Amendment
shall control.
8. Counterparts. This Amendment may be executed in any number of
------------
counterparts, each of which when executed will be deemed an original and all of
which, taken together, will be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
RAPIDTRON, INC., LDM ENTERPRISES, LLC,
a Nevada corporation a California limited liability company
By:_________________________ By:_______________________
Xxxx Xxxxx, President Xxxxxxx X. Xxx, Manager
