REAL ESTATE LEASE

This Lease  Agreement  (this "Lease") is made effective as of February 01, 2002,
by  and  between  Curtis  A.Swanson   ("Landlord's,   and  RTIN  Holdings,  Inc.
("Tenant"). The parties agree as follows:

PREMISES.  Landlord,  in  consideration  of the lease payments  provided in this
Lease,  leases to Tenant the property (the "Premises") located at 3218 Page Rd.,
Longview, Texas 75605.

TERM.  The lease tern will begin on  February  01,  2002 and will  terminate  on
December 31, 2002.

LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments of $600.00 per
month,  payable  in advance on the first day of each  month,  for a total  lease
payment  of  $6,600.00.  Lease  payments  shall be made to  Landlord  at 2866 W.
Country Club Rd., Longview,  Texas 75602, which may be changed from time to time
by Landlord.

POSSESSION.  Tenant shall be entitled to possession on the first day of the term
of this  Lease,  and shall yield  possession  to Landlord on the last day of the
term of this Lease,  unless otherwise agreed by both parties in writing.  At the
expiration of the term,  Tenant shall remove its goods and effects and peaceably
yield up the  Premises to Landlord in as good  condition  as when  delivered  to
Tenant, ordinary wear and tear excepted.

USE OF PREMISES/ABSENCES. Tenant shall occupy and use the Premises as a dwelling
unit. Tenant shall notify Landlord of any anticipated  extended absence from the
Premises not later than the first day of the extended absence.

PETS.  No pets  shall be allowed on the  Premises.  At the time of signing  this
Lease,  Tenant shall pay to Landlord,  in trust, a deposit of $0.00,  to be held
and  disbursed for pet damages to the Premises (if any) as provided by law. This
deposit is in addition to any other security deposit stated in this Lease.

PROPERTY  INSURANCE.  Landlord and Tenant shall each be  responsible to maintain
appropriate  insurance  for  their  respective  interests  in the  Premises  and
property located on the Premises.

MAINTENANCE.  Landlord shall have the responsibility to maintain the Premises in
good  repair at all times and  perform  all  repairs  necessary  to satisfy  any
implied warranty of habitability.

<PAGE>

UTILITIES  AND  SERVICES.  Tenant shall be  responsible  fox all  utilities  and
services in connection with the Premises for the term of this Lease.

TAXES.  Landlord shall pay all real estate taxes which may be levied against the
Premises.

TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of this

Lease, Landlord may terminate this lease upon sixty (60) days' written notice to
Tenant that the Premises have been sold.

DESTRUCTION  OR  CONDEMNATION  OF  PREMISES.  If the  Premises  are  damaged  or
destroyed by fire or other casualty to the extent that enjoyment of the dwelling
unit is substantially  impaired,  Landlord,  in its sole discretion may elect to
repair the Premises or terminate the Lease upon thirty days'  written  notice to
Tenant.  If the  Premises are  condemned or cannot be repaired,  this Lease will
terminate upon twenty days' written notice by either party.

HABITABILITY.  Tenant has  inspected  the  Premises and fixtures (or has had the
Premises inspected on behalf of Tenant),  and acknowledges that the Premises are
in a reasonable and acceptable condition of habitability for their intended use,
and the agreed lease payments are fair and reasonable.  If the condition changes
so that, in Tenant's opinion,  the habitability and rental value of the Premises
are adversely  affected,  Tenant shall  promptly  provide  reasonable  notice to
Landlord.

DEFAULTS.  Tenant  shall be in default of this Lease if Tenant  fails to fulfill
any lease obligation or term by which Tenant is bound.  Subject to any governing
provision  of law to the  contrary,  if  Tenant  fails  to  cure  any  financial
obligation within 10 days (or any other obligation within 30 days) after written
notice of such default is provided by Landlord to Tenant,  Landlord may elect to
cure  such  default  and the cost of such  action  shall  be  added to  Tenant's
financial obligations under this Lease. All sums of money or charges required to
be paid by Tenant under this Lease shall be additional rent, whether or not such
sums or charges are designated as "additional rent". The rights provided by this
paragraph  are  cumulative  in nature and are in  addition  to any other  rights
afforded by law.

HOLDOVER.  If Tenant  maintains  possession of the Premises for any period after
the termination of this Lease ("Holdover Period"),  Tenant shall pay to Landlord
lease  payments)  during the Holdover Period at a rate equal to 150% of the most
recent rate  preceding the Holdover  Period.  Such holdover  shall  constitute a
month-to-month extension of this Lease.

CUMULATIVE  RIGHTS.  The rights of the parties under this Lease are  cumulative,
and shall not be construed as exclusive unless otherwise required by law.

NON-SUFFICIENT FUNDS. Tenant shall be charged the maximum amount allowable under
applicable  law for  each  check  that  is  returned  to  Landlord  for  lack of
sufficient funds.

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<PAGE>

REMODELING  OR  STRUCTURAL  IMPROVEMENTS.  Tenant shall have the  obligation  to
conduct  any  construction  or  remodeling  (at  Tenant's  expense)  that may be
required to use the Premises as specified above.  Tenant may also construct such
fixtures on the Premises (at Tenant's expense) that appropriately facilitate its
use for such purposes.  Such construction  shall be undertaken and such fixtures
may be erected only with the prior written  consent of Landlord  which shall not
be unreasonably withheld. At the end of the lease term, Tenant shall be entitled
to remove (or at the request of Landlord shall remove) such fixtures,  and shall
restore the Premises to substantially  the same condition of the Premises at the
commencement of this Lease.


ACCESS BY LANDLORD TO PREMISES.  Subject to Tenant's consent (which shall not be
unreasonably  withheld),  Landlord shall have the right to enter the Premises to
make inspections,  provide necessary  services,  or show the unit to prospective
buyers,  mortgagees,  tenants or workers.  However, Landlord does not assume any
liability for the care or  supervision  of the Premises.  As provided by law, in
the case of an  emergency,  Landlord  may enter the  Premises  without  Tenant's
consent.  During the last three months of this Lease,  or any  extension of this
Lease,  Landlord  shall be allowed to display  the usual "To Let" signs and show
the Premises to prospective tenants.

DANGEROUS  MATERIALS.  Tenant shall not keep or have on the Premises any article
or  thing  of  a  dangerous,   flammable,  or  explosive  character  that  might
substantially  increase  the  danger of fire on the  Premises,  or that might be
considered  hazardous  by a  responsible  insurance  company,  unless  the prior
written  consent  of  Landlord  is  obtained  and  proof of  adequate  insurance
protection is provided by Tenant to Landlord.

MECHANICS  LIENS.  Neither Tenant nor anyone  claiming  through the Tenant shall
have the right to file mechanics liens or any other kind of lien on the Premises
and the filing of this Lease  constitutes  notice  that such liens are  invalid.
Further,  Tenant agrees to (1) give actual  advance  notice to any  contractors,
subcontractors  or suppliers of goods,  labor,  or services that such liens will
not be valid, and (2) take whatever additional steps that are necessary in order
to keep the premises free of all liens  resulting from  construction  done by or
for the Tenant.

SUBORDINATION  OF LEASE.  This Lease is  subordinate  to any  mortgage  that now
exists, or may be given later by Landlord, with respect to the Premises.;

ASSIGNABILITY/SUBLETTING.  Tenant may not assign or sublease any interest in the
Premises,  nor assign,  mortgage or pledge this Lease, without the prior written
consent of Landlord, which shall not be unreasonably withheld.


                                       -3-

<PAGE>

NOTICE.  Notices  under this Lease  shall not be deemed  valid  unless  given or
served in writing and forwarded by mail, postage prepaid, addressed to the party
at the appropriate  address set forth below.  Such addresses may be changed from
time to time by either  party by providing  notice as set forth  below.  Notices
mailed in accordance with these provisions shall be deemed received on the third
day after posting.

LANDLORD:
---------

Curtis A.Swanson
2866 W. Country Club Rd.
Longview, TX 75605

TENANT:
-------

RTIN Holdings, Inc.
3218 Page Rd.
Longview, Texas 75605

GOVERNING LAW. This Lease shall be construed in accordance  with the laws of the
State of Texas.

ENTIRE  AGREEMENTlAMENDMENT.  This Lease  contains  the entire  agreement of the
parties and there are no other  promises,  conditions,  understandings  or other
agreements,  whether  oral or written,  relating  to the subject  matter of this
Lease.  This Lease may be  modified  or amended in  writing,  if the  writing is
signed by the party obligated under the amendment.

SEVERABILITY.  If any  portion  of this  Lease  shall be held to be  invalid  or
unenforceable  for any reason,  the remaining  provisions  shall  continue to be
valid and  enforceable.  If a court  finds that any  provision  of this Lease is
invalid or  unenforceable,  but that by limiting such  provision it would become
valid and  enforceable,  then  such  provision  shall be  deemed to be  written,
construed, and enforced as so limited.

WAIVER.  The  failure of either  party to enforce any  provisions  of this Lease
shall  not be  construed  as a waiver or  limitation  of that  party's  right to
subsequently  enforce and compel strict  compliance with every provision of this
Lease.

BINDING EFFECT.  The provisions of this Lease shall be binding upon and inure to
the  benefit  of  both  parties  and  their  respective  legal  representatives,
successors and assigns.


                                       -4-

<PAGE>

LANDLORD:

 /s/ Curtis A. Swanson
-----------------------
Curtis A.Swanson



TENANT:

 /s/ Stanley L. Swanson
-----------------------
RTIN Holdings, Inc.









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