EXECUTIVE EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                               RTIN HOLDINGS, INC.
                                       AND
                               CURTIS ALAN SWANSON


     THIS EXECUTIVE  EMPLOYMENT  AGREEMENT (this "Agreement") is entered into to
     commence and be effective  as of the 1st day of January,  2001  ("Effective
     Date") by and  between  RTIN  HOLDINGS,  INC.,  a Texas  corporation,  (the
     "Company")   and  CURTIS   ALAN   SWANSON,   the   undersigned   individual
     ("Executive").

                                  R E C I T A L

     The  Company and  Executive  desire to enter into this  Agreement,  setting
forth the terms and conditions of Executive's employment with the Company.

                                A G R E E M E N T

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

1. Employment
   ----------
     (a) Term
         ----
     The Company hereby agrees to employ  Executive and Executive agrees to work
     for the Company as a full-time  employee,  for a period  commencing  on the
     date first set forth  above and ending on the  fourth  anniversary  of such
     date  (the   "Original   Term").   The  Original  Term  shall  be  extended
     automatically  for an additional  one-year period,  unless notice that this
     Agreement  will not be  extended  is given by either  party to the other at
     least thirty (30) day prior to the expiration of the Original Term.

     (b) Title and Job Description
         -------------------------
     The Company hereby employs  Executive as its President and Chief  Operating
     Officer  ("COO") upon the terms and conditions set forth in this Agreement.
     As COO, the Executive  shall always be the most senior  operations  officer
     and  shall  have  the  duties,  responsibilities  and  authority  that  are
     customarily   associated  with  such  position.   Executive's   duties  and
     responsibilities  shall  include  authority  for overall  management of the
     Company  subject to Board  policies and direction.  Executive's  duties and
     responsibilities  hereunder  shall also include the provision of management
     oversight  services to Company's  subsidiaries  Pegasus  Pharmacy,  Inc., a
     Louisiana  corporation,  ("Pegasus")  and MedEx  Systems,  Inc. a Louisiana
     corporation  ("MedEx").  Executive  shall  report  directly to the Board of
     Directors  of the  Company.  Executive  shall  perform his job in Longview,
     Texas and shall not have to render services at another location,  except on
     a temporary basis.


<PAGE>




2. Compensation
   ------------

     (a) Base Salary
         -----------
     Executive shall be paid a base salary ("Base Salary") at the annual rate of
     $185,000.00 for year one,  $215,000 for year two,  $235,000 for year three,
     and $275,000 for year four,  payable in bi-weekly  installments  consistent
     with Company's payroll practices.  The annual Base Salary shall be reviewed
     on or  before  the  fourth  anniversary  date  of  this  Agreement  by  the
     Compensation  Committee of the Board of Directors of RTIN  Holdings,  Inc.,
     Company's  parent,  ("RTIN") to  determine  if such Base  Salary  should be
     increased for the following year in recognition of services to the Company.
     In no event,  however,  will the Executive's Base Salary for any subsequent
     year be reduced below the level of the previous year.

     (b) Incentive Compensation
         ----------------------
     In  addition to the Base  Salary,  the Company  shall pay to  Executive  as
     incentive compensation  ("Incentive  Compensation") an amount equal to 1.5%
     of the average Adjusted Net Profits, as hereinafter defined, of the Company
     and  Pegasus,  beginning  with the year ending  December  31, 2002 and each
     fiscal year  thereafter  during the term of this  Agreement.  "Adjusted Net
     Profits"  shall  mean the net  profits  of the  Company  and the  Company's
     subsidiaries Pegasus Pharmacy, Inc. and MedEx Systems, Inc.,  respectively,
     before  federal  and  state  income  and  franchise  taxes,  determined  in
     accordance with generally  accepted  accounting  practices by the Company's
     and Pegasus's independent accounting firm and adjusted to exclude:

          (i)  any  Incentive   Compensation  payments  paid  pursuant  to  this
               Agreement;

          (ii) any contributions to pension and/or profit sharing plans;

          (iii)any   extraordinary   gains   or   losses   (including,   without
               limitation, gains or losses on disposition of assets);

          (iv) any refund or deficiency of federal and state income or franchise
               taxes paid in a prior year;

          (v)  any inter-company transactions; and

          (vi) any provision for federal or state income or franchise taxes made
               in prior years that is subsequently determined to be unnecessary.

The determination of the Adjusted Net Profits made by the independent accounting
firm  employed  by the  Company  and  Pegasus  shall be final and  binding  upon
Executive,  Company and Pegasus. The Incentive Compensation shall be paid within
thirty (30) days after the independent  accounting firm has concluded its audit.
If the final audit is not prepared  within ninety (90) days after the end of the
fiscal  year,  then  Company  shall make a  preliminary  payment  equal to fifty
percent   (50%)  of  the  amount  due  based  upon  the   Adjusted  Net  Profits
preliminarily  determined by the independent accounting firm, subject to payment
of the  balance,  if any,  promptly  following  completion  of the  audit by the
independent accounting firm.


                                       2
<PAGE>



     (c) Stock Options
         -------------
     Executive  shall be entitled to options to acquire 125,000 shares of common
     stock of RTIN pursuant to the terms of a Stock Option Plan to be adopted by
     the  Company  and RTIN on or before  the  Effective  Date,  subject  to the
     following terms:

          (i) The options will vest only as follows:

               If still employed by Company on                Options Vest for
               ------------------------------- -------------------------------

               December 5, 2002                                   40,000 shares
               ------------------------------- --------------------------------
               December 5, 2003                                   40,000 shares
               ------------------------------- --------------------------------
               December 5, 2004                                   45,000 shares
               ------------------------------- --------------------------------

          (ii) The exercise price per share for the options shall be the average
          closing price of RTIN common stock, as quoted by the NASD OTC-BB,  for
          the five trading days preceding the Effective Date of this  Agreement,
          as appropriately  adjusted for stock splits, stock dividends,  and the
          like.

          (iii) The vested options shall be exercisable until the earlier of (A)
          three  (3)  years  after   vesting  or  (B)  ninety  (90)  days  after
          termination  of  Executive's  employment or  Continuation  Period,  as
          hereinafter  defined,  with the Company with or without  cause or with
          good reason.

          (iv)  Issuance  of  the  options  shall  be  in  accordance  with  all
          applicable  securities  laws and the other terms and conditions of the
          Company's Stock Option Plan and form of the Stock Option  Agreement to
          be adopted by RTIN and the Company.

          (v) Upon the  completion of year three the  Compensation  Committee of
          the Board of  Directors  of the  Company  will  evaluate  the  overall
          performance  of Executive  and  determine if an option to purchase and
          additional  fifty thousand  (50,000) shares are warranted to be vested
          on December 5, 2005.

3. Benefits
   --------

     (a) Holidays
         --------
     Executive  will be  entitled  to at  least  eight  (8) paid  holidays  each
     calendar year and two (2) personal days.  Company will notify  Executive on
     or about the  beginning of each  calendar  year with respect to the holiday
     schedule for the coming year. Personal holidays,  if any, will be scheduled
     in advance subject to requirements of Company.

     (b) Vacation
         --------
     Executive  shall be  entitled  to  fourteen  (14)  paid  vacation  days per
     calendar year.

     (c) Sick Leave
         ----------
     Executive  shall be entitled to sick leave and emergency leave according to
     the regular  policies and procedures of the Company.  Additional sick leave
     or emergency  leave over and above paid leave provided by the Company shall
     be granted at the discretion of the Board of Directors.

     (d) Medical, Disability and Group Life Insurance
         --------------------------------------------
     Company  agrees to (i) include  Executive in the group medical and hospital
     plan of Company, (ii) provide short- and long-term disability insurance, at
     no cost to Executive, and (iii) provide group life insurance for Executive,
     at no cost to Executive, in the minimum amount of $1,000,000.00 during this
     Agreement.  Executive  shall be  responsible  for payment of any federal or
     state income tax imposed upon these benefits.


                                       3
<PAGE>


     (e) Pension and Profit Sharing Plans
         --------------------------------
     Executive  shall be entitled to participate in any pension,  profit sharing
     or  other  type of plan  adopted  by the  Company  for the  benefit  of its
     officers and/or regular employees.

     (f) Automobile
         ----------
     Company  shall provide  Executive  the use of an automobile of  Executive's
     choice at a monthly lease rate not to exceed  $1,000.00.  Company agrees to
     replace the automobile with a new one at Executive's  request no more often
     than the earlier of once every two (2) years or 24,000 miles.  Company will
     pay  all  automobile  operating  expenses  incurred  by  Executive  in  the
     performance of Executive's  professional  duties.  Company will procure and
     maintain in force an automobile  liability  policy for the automobile  with
     coverage,  including  Executive,  in the  minimum  amount of  $1,000,000.00
     combined single limit on bodily injury and property damage.

     (g) Expenses
         --------
     Executive shall be entitled to reimbursement  for all reasonable  expenses,
     including   travel  and   entertainment,   incurred  by  Executive  in  the
     performance of  Executive's  duties.  Executive  will maintain  records and
     written receipts, as required by Company policy and reasonably requested by
     the Board of Directors to substantiate such expenses.

     (h) Health Club Benefits
         --------------------
     The Company shall provide Executive's family with full health club benefits
     at a health club of Executive's choice in Longview, Texas.

4. Termination
   -----------

     (a) Termination With Cause
         ----------------------
     The Company may terminate Executive's  employment with Company for Cause by
     a majority  vote of the Board of Directors,  provided  that the  triggering
     event, as defined below, is not cured within thirty (30) days after written
     notice of such Cause is delivered to Executive.  If the event is not timely
     cured,  the Board of  Directors  shall  provide  Executive a final  written
     notice of termination. In such event, Executive will be entitled to receive
     only accrued  compensation  and benefits.  For purposes of this  Agreement,
     "Cause" shall mean the occurrence of any of the following events during the
     term of this Agreement:

          (i) serious misconduct,  dishonesty or disloyalty, directly related to
          the  performance  of duties  for the  Company,  which  results  from a
          willful  act or  omission  or  from  gross  negligence  and  which  is
          materially  or  potentially  materially  injurious to the  operations,
          financial  condition  or  business  reputation  of the  Company or any
          significant affiliate thereof;

          (ii) a conviction (or a plea bargain admitting  criminal guilt) in any
          criminal  proceeding  that may have a material  adverse  impact on the
          Company's  reputation  and  standing  in the  community  or  which  is
          punishable by imprisonment;


                                       4
<PAGE>


          (iii) drug or alcohol  abuse,  but only to the extent  that such abuse
          has an obvious and material effect on the Company's  reputation and/or
          the  performance  of duties and  responsibilities  required under this
          Agreement;

          (iv) willful and continued  failure to  substantially  perform  duties
          required under this Agreement; or

          (v) any other material breach of this Agreement by Executive.

For  purposes of this  provision,  no act or failure to act shall be  considered
"willful" unless it is done, or omitted,  in bad faith without reasonable belief
that the action or omission was in the best interest of the Company.

     (b) Involuntary Termination Without Cause or Disability or Voluntary
         ----------------------------------------------------------------
         Termination for Good Reason
         ---------------------------
     In the event  that,  during  the term of this  Agreement,  (i) the  Company
     terminates Executive's employment for any reason other than Cause, Death or
     Disability,  as  hereinafter  defined,  or (ii)  Executive  terminates  his
     employment for Good Reason, as hereinafter defined, then Executive shall be
     entitled to receive the following payments and benefits:

     (1) Severance
         ---------
     The Company  shall pay to Executive  following  the date of the  employment
     termination and over the succeeding  twenty-four (24) months, in accordance
     with standard payroll procedures, an amount equal to the following:

          (A) Two  hundred  percent  (200%) of the  Executive's  Base  Salary in
          effect on the date of the employment termination; plus

          (B)  Two  hundred   percent  (200%)  of  the   Executive's   Incentive
          Compensation   for  the  fiscal  year  in  which  the  employment  was
          terminated.


     (2) Continuation of Health, Disability and Life Insurance
         -----------------------------------------------------
     The  coverage  described  in this  Subsection  (2) shall be provided  for a
     "Continuation Period" beginning on the date when the employment termination
     is effective and ending on the earlier of twenty-four (24) months following
     the date of the employment  termination or  Executive's  death.  During the
     Continuation  Period,  the Executive (and,  where  applicable,  Executive's
     spouse and dependents)  shall be entitled to continue  participation in the
     group medical and hospital plan,  short-term and long-term  disability plan
     and group term life  insurance  plan  maintained by Company as if Executive
     were still an employee of the  Company.  The coverage  provided  under this
     Subsection (2) shall run concurrently  with and shall be offset against any
     continuation  coverage  under Part 6 of Title I of the Employee  Retirement
     Income  Security Act of 1974,  as amended.  Where  applicable,  Executive's
     compensation  for  purposes  of such  plans  shall be deemed to be equal to
     Executive's  compensation  (as defined in such plans) in effect on the date
     of the  employment  termination.  To the extent that the  Company  finds it
     undesirable to cover Executive under the Company's group plans, the Company
     shall  provide  Executive (at Company's own expense) with the same level of
     coverage under individual policies.


                                       5
<PAGE>




     (3) Stock Option Plan
         -----------------
     Notwithstanding  any  provisions  in the Stock Option Plan to the contrary,
     the Continuation Period shall be counted as employment with the Company for
     purposes of vesting,  such that any options granted to Executive  hereunder
     or hereafter shall continue to vest during the Continuation  Period,  as if
     the Executive was still  employed by Company.  The parties  understand  and
     agree that the  Continuation  Period  also  counts as  employment  with the
     Company for purposes of determining the expiration date for the exercise of
     any stock options held by Executive, such that Executive shall be permitted
     to  exercise  such  vested   options  until  ninety  (90)  days  after  the
     termination of the Continuation Period.

     (4) No Mitigation
         -------------
     Executive  shall not be required  to mitigate  the amount of any payment or
     benefit  contemplated by this  Subparagraph (b), nor shall any such payment
     or benefit be reduced by any earnings or benefits  that the  Executive  may
     receive from any other source.

     (5) Good Reason
         -----------
     For  purposes  of this  Subparagraph  (b),  "Good  Reason"  shall mean that
     Executive, without his consent, has either:

          (A) incurred a material reduction in his title,  status,  authority or
          responsibility at the Company; or

          (B) incurred a reduction in Base Salary; or

          (C) a change of control in the Company  resulting in a displacement of
          Executive; or

          (D) been notified  that his principal  place of work will be relocated
          to a distance of one hundred (100) miles or more.

     (c) Termination for Disability
         --------------------------
     The Company may terminate  this  Agreement  without  liability if Executive
     shall be  permanently  prevented  from  properly  performing  his essential
     duties  hereunder  with  reasonable  accommodation  by reason of illness or
     other physical or mental  incapacity for a period of more than  one-hundred
     and twenty (120) consecutive  days. Upon such termination,  Executive shall
     be entitled only to all accrued but unpaid compensation and benefits.

     (d) Death of Executive
         ------------------
     In the event of the death of  Executive  during his  employment  under this
     Agreement,  the Company's  obligations  hereunder shall automatically cease
     and terminate, provided, however, that within fifteen (15) days the Company
     shall pay to  Executive's  heirs or  personal  representatives  Executive's
     accrued but unpaid compensation and benefits accrued to the date of death.


                                       6
<PAGE>




5. Specific Covenants of Executive
   -------------------------------

     (a) Confidentiality
         ---------------
     The Executive  will hold in confidence  any  Confidential  Information  (as
     hereinafter defined) and will not disclose Confidential  Information to any
     person except as required by the conduct of the Company's business and then
     only pursuant to a written agreement  preventing further disclosure or use.
     For the purposes of this Agreement,  "Confidential  Information"  means any
     and  all  trade  secrets,   methods,   customer  lists,  computer  software
     (including   source   code  and   object   code),   databases,   protocols,
     specifications,  designs,  photographs,  drawings, samples, business plans,
     financial data and other  information that is useful to the business of the
     Company the value of which would be  diminished  if it were made  generally
     known to the public.

     (b) Non-Competition
         ---------------
     The  Executive  acknowledges  that  (i) the  Company  will  provide  to the
     Executive  certain  information,  opportunities and compensation that would
     enable  the  Executive  to  have an  unfair  competitive  advantage  if the
     Executive  were to compete  with the Company or be employed by or become an
     owner of any person that  competes  with the Company at any time during the
     Continuation  Period,  (ii) the Company is engaged in a  development  stage
     business that may be conducted on a worldwide  basis and (iii) the scope of
     the Company's business is not presently  ascertainable.  During the term of
     this Agreement and the Continuation  Period,  the Executive will not engage
     in, invest in, own, manage, operate, finance, control or participate in the
     ownership,  management,  operation,  or control  of, or be  employed  by or
     provide services to any person that competes or intends to compete with the
     Company or its affiliates anywhere within North America.

     (c) Enforcement
         -----------
     The Executive  acknowledges  that (i) the  provisions of this Section 5 are
     reasonable  and  necessary for the  protection of the Company's  rights and
     business,  (ii) while  damages for any breach may be available in an action
     at law, such damages are not adequate to protect the Company's  interest in
     its  rights  and  (iii)  the scope and  duration  of the  restrictions  are
     reasonable  in both size and time.  The  Company  shall have the right,  in
     addition to any other rights it may have,  to obtain  injunctive  relief to
     restrain any breach or threatened breach, or to require the performance of,
     this Section 5.

6. General Provisions
   ------------------

     (a) Indemnification
         ---------------
     The Company shall indemnify, hold harmless and defend Executive against all
     claims arising against  Executive in connection with the performance of his
     duties under this Agreement to the fullest extent permitted by law.

     (b) Entire  Agreement
         -----------------
     This Agreement contains the entire agreement and understanding  between the
     parties  hereto  and  supersedes  any  prior  written  or  oral  agreements
     respecting the subject matter hereof.

     (c) Amendment
         ---------
     This  Agreement may be amended only by a writing signed by Executive and by
     a duly authorized representative of the Company.

     (d) Severability
         ------------
     If any term,  provision,  covenant or condition of this Agreement  shall be
     held to be invalid,  unenforceable or void, the remainder of this Agreement
     shall remain in full force and effect.


                                       7
<PAGE>


     (e) Construction
         ------------
     The headings and captions of this  Agreement  are provided for  convenience
     only  and  are  not  intended  to  have  effect  in  the   construction  or
     interpretation  of  this  Agreement.  The  language  in all  parts  of this
     Agreement shall in all cases be construed according to its fair meaning and
     not strictly for or against the Company or Executive.

     (f) Notices
         -------
     Any notice  required under this Agreement or given in connection  therewith
     shall be in writing and given to the appropriate party by personal delivery
     or by certified mail,  postage prepaid or by recognized  overnight delivery
     service to Executive's  residence (as noted in the Company's records) or to
     the Company's principal office, as the case may be.

     (g) Assignment
         ----------
     This  Agreement,  or any  interest  therein,  may not be assigned by either
     party without the prior written consent of the other party.

     (h) Governing Law
         -------------
     This Agreement  shall be governed by and construed in accordance with Texas
     law without regard to conflict of law principles.

     (i) Rights Cumulative
         -----------------
     The rights and remedies provided by this Agreement are cumulative,  and the
     exercise  of any right or remedy by either  party  hereto (or by his or its
     successor),  whether pursuant to this Agreement, to any other agreement, or
     to law, shall not preclude or waive his or its right to exercise any or all
     other rights and remedies.

     (j)  Nonwaiver
         ----------
     No failure or neglect of either  party  hereto in any  instance to exercise
     any right,  power or privilege  hereunder  or under law shall  constitute a
     waiver of any other right,  power or privilege or of the same right,  power
     or privilege in any other instance. All waivers by either party hereto must
     be in writing and signed by the party granting the waiver.

     (k) Assistance in Litigation
         ------------------------
     Executive  shall,   during  and  after  termination  of  employment,   upon
     reasonable  notice,  furnish such information and proper  assistance to the
     Company as may reasonably be required by the Company in connection with any
     litigation in which it or any of its  subsidiaries or affiliates is, or may
     become  a  party,   provided,   however,  that  such  assistance  following
     termination shall be furnished at mutually agreeable times and for mutually
     agreeable compensation.







     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth above.



EXECUTIVE:

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


COMPANY:

/s/ Stanley L. Swanson
-----------------------------
By:  Stanley L. Swanson
Its:   Chief Executive Officer