THIS WARRANT AND THE COMMON STOCK  ISSUABLE  UPON THE EXERCISE  THEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY
NOT BE EXERCISED WITHOUT REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM.

ANY PERSON EXERCISING THIS WARRANT WILL BE REQUIRED TO GIVE EITHER AN OPINION OF
COUNSEL TO THE EFFECT THAT THIS WARRANT AND THE COMMON STOCK  ISSUABLE  UPON ITS
EXERCISE  HAVE  BEEN   REGISTERED   UNDER  THE  ACT  OR  ARE  EXEMPT  FROM  SUCH
REGISTRATION.

                                             EXERCISABLE ON OR BEFORE
                                   5:00 P.M., NEW YORK TIME, FEBRUARY ___, 2003
      No.  W-                                        Warrants
                                                WARRANT CERTIFICATE
         This         Warrant         Certificate         certifies         that
      __________________________________   or   registered   assigns,   is   the
      registered holder of _________ Warrants to purchase initially, at any time
      from RTI Inc.,  a New York  corporation  until 5:00 P.M.  New York time on
      February ___, 2003  ("Expiration  Date"),  one (1) share  (individually  a
      "Share,"  collectively  "Shares") of Common Stock,  $.08 par value, of RTI
      Inc., a New York  corporation  ("Company"),  per  warrant,  at the initial
      exercise price of $4.50 per Share ("Exercise Price") subject to adjustment
      in certain events,  upon surrender of this warrant Certificate and payment
      of the Exercise Price at the principal  offices of the Company  (presently
      located  at 300 Antone  Rd.,  Sunland  Park,  NM,  88063).  Payment of the
      Exercise  Price shall be made by certified or official  bank check payable
      to the order of the Company.

                 No Warrant may be exercised  after 5:00 p.m., New York time, on
      the Expiration Date, at which time all Warrants  evidenced hereby,  unless
      exercised prior thereto, shall thereafter be void.

                 Upon  surrender  of this Warrant  Certificate  with the annexed
      Form of Election to Purchase duly  executed,  together with payment of the
      Exercise  Price for the  Shares,  the  registered  holder of this  Warrant
      Certificate  ("Holder")  shall be  entitled  to receive a  certificate  or
      certificates   for  the  shares  of  Common  Stock.  The  purchase  rights
      represented by each Warrant  Certificate  are exercisable at the option of
      the Holder thereof,  in whole or in part (but not as to fractional  shares
      of Common  Stock).  In case of purchase of less than all of the securities
      purchasable under this Warrant Certificate,  the Company shall cancel this
      Warrant  Certificate  upon the  surrender  thereof  and shall  execute and
      deliver a new  Warrant  Certificate  of like tenor for the  balance of the
      securities purchasable thereunder.

                 For the purpose of this Warrant  Certificate,  the term "Common
      Stock" shall mean (i) the class of stock designated as Common Stock in the
      Certificate of Incorporation of the Company as it may be amended as of the
      date hereof, or (ii) any other class of stock resulting


<PAGE>



      from  successive  changes  or   reclassifications  of  such  Common  Stock
      consisting  solely of changes  in par  value,  or from par value to no par
      value, or from no par value to par value.

                 Upon the exercise of the Warrants,  the issuance of certificate
      evidencing the shares of Common Stock or other  securities,  properties or
      rights  underlying such Warrants shall be made forthwith (and in any event
      within fifteen (15) business days thereafter) without charge to the Holder
      hereof  including,  without  limitation,  any tax which may be  payable in
      respect of the issuance thereof,  and such certificates  shall (subject to
      the provisions set forth below) be issued in the name of, or in such names
      as may be directed by, the Holder  thereof;  provided,  however,  that the
      Company  shall not be  required  to pay any tax which  may be  payable  in
      respect of any transfer  involved in the issuance and delivery of any such
      certificates in a name other than that of the holder and the Company shall
      not be required to issue or deliver such certificates  unless or until the
      person or persons  requesting the issuance  thereof shall have paid to the
      Company  the  amount  of  such  tax  or  shall  have  established  to  the
      satisfaction of the Company that such tax has been paid.

                 The  term  "Exercise  Price"  herein  shall  mean  the  initial
      exercise price or the adjusted exercise price, depending upon the context.
      In case the Company shall at any time subdivide or combine the outstanding
      shares  of  Common   Stock,   the  Exercise   Price  shall   forthwith  be
      proportionately  decreased in the case of  subdivision or increased in the
      case of  combination.  Upon each  adjustment  of the Exercise  Price,  the
      number of Shares  issuable  upon the  exercise  of each  Warrant  shall be
      adjusted to the nearest full amount by  multiplying  a number equal to the
      Exercise  Price in  effect  immediately  prior to such  adjustment  by the
      number of Shares issuable upon exercise of the Warrants  immediately prior
      to such  adjustment  and  dividing the product so obtained by the adjusted
      Exercise Price.

                 In case of any  consolidation of the Company with, or merger of
      the Company  with,  or merger of the  Company  into,  another  corporation
      (other  than a  consolidation  or  merger  which  does not  result  in any
      reclassification   or  change  of  the  outstanding   Common  Stock),  the
      corporation  formed by such  consolidation  or merger  shall  execute  and
      deliver to the Holder a supplemental  warrant  certificate  providing that
      the Holder of each Warrant then  outstanding  or to be  outstanding  shall
      have the right  thereafter  (until  the  expiration  of such  Warrant)  to
      receive,  upon exercise of such Warrant,  the kind and amount of shares of
      Common  Stock and  other  securities  and  property  receivable  upon such
      consolidation  or  merger,  by a holder of the  number of shares of Common
      Stock of the  Company  for which such  warrant  might have been  exercised
      immediately prior to such consolidation, merger, sale or transfer.

         Such  supplemental  warrant  certificate  shall provide for adjustments
      which  shall  be  identical  to  the  adjustments   provided  herein.  The
      provisions  of  this  paragraph   shall   similarly  apply  to  successive
      consolidations or mergers.

                 Each Warrant Certificate is exchangeable without expense,  upon
      the surrender thereof by the registered Holder at the principal offices of
      the  Company,  for a new  Warrant  Certificate  of  like  tenor  and  date
      representing  in the  aggregate  the right to purchase  the same number of
      Shares in such  denominations as shall be designated by the Holder thereof
      at the time of such


<PAGE>



      surrender.

                 Upon receipt by the Company of evidence reasonably satisfactory
      to it of the  loss,  theft,  destruction  or  mutilation  of this  Warrant
      Certificate,  and, in case of loss, theft or destruction,  of indemnity or
      security  reasonably  satisfactory to it, and reimbursement to the Company
      of all  reasonable  expenses  incidental  thereto,  and upon surrender and
      cancellation  of the  Warrants,  if  mutilated,  the Company will make and
      deliver a new Warrant Certificate of like tenor, in lieu thereof.

                 The  Company  shall  not  be  required  to  issue  certificates
      representing  fractions of shares of Common Stock upon the exercise of the
      Warrants,  nor shall it be  required to issue scrip or pay cash in lieu of
      fractional  interests,  it  being  the  intent  of the  parties  that  all
      fractional  interests  shall be limited by rounding any fraction up to the
      nearest  whole  number  of shares  of  Common  Stock or other  securities,
      properties or rights as the case may be.

                 The Holder shall have  registration  rights with respect to the
      Shares  issuable  upon the  exercise of this  Warrant as set forth in that
      certain Registration Rights Agreement of even date herewith.

                 This Warrant shall be  redeemable  by the Company,  upon thirty
      (30) days written  notice to the Holder,  at a price of $0.10 per Warrant,
      if the closing price of the Common Stock as reported by Nasdaq (or, if the
      Common  Stock is not quoted on Nasdaq,  than as reported  by the  National
      Quotation Bureau) exceeds $9.00 for twenty consecutive  trading days prior
      to the notice of redemption.

                 The Company shall at all times  reserve and keep  available out
      of its  authorized  shares of Common  Stock,  solely  for the  purpose  of
      issuance upon the exercise of the Warrants.

                 Nothing   contained  in  this  Warrant   Certificate  shall  be
      construed as conferring upon the Holder the right to vote or to consent or
      to  receive  notice  as a  stockholder  in  respect  of  any  meetings  of
      stockholders  for the  election of directors  or any other  matter,  or as
      having any rights whatsoever as a stockholder of the Company. If, however,
      at any time prior to the  expiration  of the Warrants and their  exercise,
      any of the following events shall occur:

                 (a) the  Company  shall  take a record  of the  holders  of its
      shares of Common  Stock for the  purpose  of  entitling  them to receive a
      dividend or distribution payable otherwise than in cash or a cash dividend
      or  distribution  payable  otherwise  than  out  of  current  or  retained
      earnings,  as indicated by the  accounting  treatment of such  dividend or
      distribution on the books of the Company; or

                 (b) the  Company  shall  offer to all the holders of its Common
      Stock any additional  shares of capital stock of the Company or securities
      convertible  into or  exchangeable  for  shares  of  capital  stock of the
      Company, or any option, right or warrant to subscribe therefor; or

(c) a  dissolution,  liquidation  or winding up of the  Company  (other  than in
connection


<PAGE>



with a  consolidation  or merger) or a sale of all or  substantially  all of its
property, assets and business as an entirety shall be proposed;

      then in any one or more of said  events,  the Company  shall give  written
      notice of such event at least fifteen (15) days prior to the date fixed as
      a  record  date  or the  date  of  closing  the  transfer  books  for  the
      determination of the stockholders entitled to such dividend, distribution,
      convertible or exchangeable securities or subscription rights, or entitled
      to vote on such  proposed  dissolution,  liquidation,  winding up or sale.
      Such  notice  shall  specify  such  record date or the date of closing the
      transfer  books,  as the case may be.  Failure to give such  notice or any
      defect  therein  shall not affect  the  validity  of any  action  taken in
      connection  with the  declaration or payment of any such dividend,  or the
      issuance of any  convertible or exchangeable  securities,  or subscription
      rights,  options or warrants,  or any proposed  dissolution,  liquidation,
      winding up or sale.

                 All  notices,  requests,   consents  and  other  communications
      hereunder shall be in writing and shall deemed to have been duly made when
      delivered,  or mailed by  registered  or certified  mail,  return  receipt
      requested:

           (a) If to the  registered  Holder of the Warrants,  to the address of
      such Holder as shown on the books of the Company; or

                 (b) If to the Company,  to 300 Antone Rd.,  Sunland  Park,  NM,
      88063 or to such other  address as the Company may  designate by notice to
      the Holders.

                 The  Company  and the  Holders  representing  a majority of the
      Shares  underlying  the  outstanding   warrants  may  from  time  to  time
      supplement or amend this Warrant Certificate.

                 All the  covenants and  provisions of this Warrant  Certificate
      shall be binding upon and inure to the benefit of the Company, the Holders
      and their respective successors and assigns hereunder.

                 This Warrant  Certificate shall be deemed to be a contract made
      under  the laws of the  State of New  York and for all  purposes  shall be
      construed in accordance  with the laws of said State without giving effect
      to the rules of said State  governing the  conflicts of laws.  The Company
      and the Holders hereby agree that any action,  proceeding or claim between
      them  arising out of, or relating in any way to, this  Agreement  shall be
      brought  and  enforced  in the  courts  of the State of New York or of the
      United States  District  Court for the Southern  District of New York, and
      irrevocably  submits to such  jurisdiction,  which  jurisdiction  shall be
      exclusive.  The  Company  and the  Holders  hereby  irrevocably  waive any
      objection to such exclusive  jurisdiction or inconvenient  forum. Any such
      process or summons to be serve upon the  Company or Holders (at the option
      of the party bringing such action,  proceedings or claim) may be served by
      transmitting  a copy  thereof,  by registered  or certified  mail,  return
      receipt requested,  postage prepaid,  addressed to them at the address set
      forth above.  Such mailing shall be deemed  personal  service and shall be
      legal and binding  upon the party so served in any action,  proceeding  or
      claim. The Company and the Holders agree that the prevailing party(ies) in
      any such action


<PAGE>



      or proceeding  shall be entitled to recover from the other  party(ies) all
      of its/their  reasonable legal costs and expenses relating to such action,
      proceeding,  appellate  procedures  and/or incurred in connection with the
      preparation therefor, including, but not limited to, reasonable attorney's
      fees.

                 This  Warrant  Certificate  contains  the entire  understanding
      between the parties  hereto with respect to the subject  matter hereof and
      may not be  modified  or amended  except by a writing  duly  signed by the
      party against whom enforcement or the modification or amendment is sought.

                 If any provision of this Warrant  Certificate  shall be held to
      be invalid or unenforceable, such invalidity or unenforceability shall not
      affect any other provision of this Warrant Certificate.

                 Nothing in this Warrant  Certificate shall be construed to give
      any person or corporation other than the Company and the registered Holder
      of this Warrant Certificate or the securities  purchasable  thereunder any
      legal or equitable right, remedy or claim under this Warrant  Certificate;
      and this Warrant  Certificate  shall be for the sole and exclusive benefit
      of  the  Company  and  the  Holder  of  this  Warrant  Certificate  or the
      securities purchasable thereunder.

                 The Company may deem and treat the registered  holder(s) hereof
      as the absolute owner(s) of this Warrant Certificate  (notwithstanding any
      notation of ownership  or other  writing  hereon made by anyone),  for the
      purpose of any exercise  hereof,  and of any distribution to the holder(s)
      hereof, and for all other purposes,  and the Company shall not be affected
      by any notice to the contrary.


           IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate
      to be duly executed under its corporate seal.

      Dated as of February ____, 1998

      RTI INC.


      By:_________________________________
           Rick Bacchus, President












<PAGE>



                                               ELECTION TO PURCHASE



           The  undersigned  hereby  irrevocably  elects to exercise  the right,
represented by this Warrant  Certificate,  to purchase shares of Common Stock of
RTI INC.  and  herewith  tenders in payment for such  securities  a certified or
official  bank check  payable to the order of RTI INC. in the amount of $ all in
accordance  with the terms  hereof.  The  undersigned  requests that each of the
certificates evidencing such securities be registered in the name of
      whose address is                            and that such certificates be
delivered to                                      whose address is
                                                             .


           The  undersigned  hereby  represents  that they are  exercising  this
Warrant solely for the account of the undersigned,  for investment, not with the
view of public  distribution  and not for the  account  of any  other  person or
entity.

                                     Ded:            Signature:____________
(Signature  must  conform in all respects to the name of the Holder as specified
in the face of the Warrant Certificate.)

                                     ID # of the Holder:








<PAGE>



                                              ASSIGNMENT OF WARRANTS

                                 (To be  exercised by the  registered  holder if
                               such  holder  desires  to  transfer  the  Warrant
                               Certificate.)


         FOR VALUE RECEIVED                             hereby sells,
assigns and transfers unto
                                            (Please print name and address of
                                                 transferee)

this Warrant Certificate,  together with all rights, title and interest therein,
and does hereby  irrevocably  constitute and appoint  Attorney,  to transfer the
within Warrant  Certificate on the books of the within-named  Company,  and full
power of substitution.

Dated:                                  Signature:
                             (Signature must conform in all respects to name
                              of Holder as specified on the face of the
                                 Warrant Certificate.)

                      (Insert Identifying Number of Holder