EXHIBIT 4.1

                         CONVERSION COMMITMENT AGREEMENT

         This  Conversion  Commitment  Agreement  (the  "Conversion   Commitment
Agreement")  dated and  effective  as of June 23,  2003,  is by and between RTIN
Holdings,  Inc.,  a  Texas  corporation  (the  "Company"),  the  holders  of the
Debentures  (defined  herein  below),  each  of whom  has  executed  a  Holder's
Signature page attached hereto pursuant to which the holder agrees to be a party
to this Conversion Commitment Agreement (the "Holders"), and the investors, each
of whom has executed an Investor's  Signature page attached  hereto  pursuant to
which such investor agrees to be a party to this Conversion Commitment Agreement
(the "Investors").

                              W I T N E S S E T H :

         WHEREAS,  on May 29,  2002 (the  "Issue  Date"),  the  Company  filed a
Certificate  of  Designation  to issue the  Company's  Series A 10%  Convertible
Preferred Stock, Par Value $.10 (the "Preferred Shares");

         WHEREAS,  pursuant to that certain Series A Preferred Agreement,  dated
June 24, 2003 (the "Series A Agreement"), the Company agreed to issue, effective
May 29, 2002,  1,999,920 shares of its Series A Preferred Stock (the " Preferred
Stock") to the Holders in exchange for that certain Convertible  Debenture dated
June 28, 1998, in the original  principal  amount of $1,500,000 and that certain
Convertible  Debenture dated February 29, 2000 in the original  principal amount
of $690,000 (the "Debentures"); and

         WHEREAS, as a condition to this Agreement the Company,  the Holders and
the Investors  have entered into a Series A Stock  Agreement of even date hereof
pursuant  to which the  Investors  acquired  some of the  Preferred  Stock  (the
"Series A Agreement"); and

         WHEREAS,  the Company,  the Holders and the Investors  have  determined
that it would be each in their best interests to convert the Preferred  Stock to
Common Stock, $.01 par value per share (the "Common Stock"), of the Company; and

         WHEREAS,  it is a condition  to the  obligations  of the parties to the
Series A  Agreement  that  they  sign and  deliver  this  Conversion  Commitment
Agreement;

         NOW, THEREFORE, the parties agree as follows:

                                    Article I
                                    Exchange

         Section 1.1 Exchange.  Conditioned  upon the concurrent  closing of the
transactions contemplated by the Series A Agreement, each of the Holders and the
Investors  agree to transfer  and deliver to the Company for exchange all shares
of  Preferred  Stock now owned or  hereafter  acquired by them,  and the Company
hereby agrees to receive, cancel and exchange shares of Preferred Stock from the
Holders  and the  Investors  for shares of Common  Stock on the  effective  date
hereof,  at the rate of two and three  quarters  (2.75) share (the  "Shares") of
Common Stock for each share of Preferred Stock.


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         Section 1.2 Manner of Delivery.  Simultaneously  with the  execution of
this  Conversion  Commitment  Agreement,  the  parties  shall  execute an escrow
agreement  (the  "Conversion  Escrow  Agreement")  and a copy of the  Conversion
Escrow Agreement and this Conversion  Commitment Agreement shall be delivered to
Harbour,  Smith,  Harris & Merritt,  P.C. (the "Escrow Agent"). On or before the
Closing under the Series A Agreement (a) the Holders shall deliver to the Escrow
Agent or its designated depository one or more certificates evidencing 1,999,920
Preferred Shares,  duly endorsed in blank (which endorsement may be evidenced by
one or more duly  executed  stock  powers in blank);  and (b) the Company  shall
deliver to the Escrow  Agent one or more duly  authorized,  issued and  executed
certificates  representing  Shares in the exchange  ratio set forth above in the
name of the  Holders  (which  shall  result in the  delivery of  1,625,000  free
trading shares to Holders) and Investors  (which shall result in the Delivery of
3,882,133 free trading shares to the Investors) or, if the Company otherwise has
been notified,  in the name of the Holders' or Investors' nominees. By executing
and delivering this Conversion  Commitment  Agreement,  the Holders, the Company
and the Investors  each hereby agree to observe the terms and  conditions of the
Conversion Escrow Agreement,  all of which are incorporated  herein by reference
as if fully set forth herein.

                                   Article II
                   Representations and Warranties of Investors

         Section 2.1 Representations of Investors.  Each of the Investors, as to
themselves  individually  and not as to any other Investor,  makes the following
representations, warranties and covenants.

         A.  Organization,  Existence and Power. Each Investor is a corporation,
         limited liability  company,  limited  partnership or other organization
         duly  organized,  validly  existing and in good standing,  and has full
         corporate  or  partnership  power  and  authority  to enter  into  this
         Conversion  Commitment  Agreement  and to consummate  the  transactions
         contemplated  hereunder.  Neither the  execution  and  delivery of this
         Conversion   Commitment   Agreement,   nor  the   consummation  of  the
         transactions  contemplated  hereunder conflicts with, or will result in
         any  violation of (a) the charter,  by-laws,  partnership  agreement or
         other organizational  documents of such Investor,  each as currently in
         effect,  or (b) any  material  loan or credit  agreement,  note,  bond,
         mortgage,  indenture,  lease, contract or other agreement to which such
         Investor is a party or by which any of its assets are bound.

         B. Authorization and Execution.  This Conversion  Commitment  Agreement
         has been duly and validly  authorized,  executed  and  delivered by the
         Investors and is a valid and binding agreement of each of the Investors
         enforceable  against  it in  accordance  with  its  terms,  subject  to
         applicable    bankruptcy,     insolvency,     fraudulent    conveyance,
         reorganization, moratorium and similar laws affecting creditors' rights
         and remedies generally.


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         C.  Approvals.  No  authorization,  approval or consent of any court or
         public or  governmental  authority  is  required  to be obtained by the
         Investors for the execution of this Conversion  Commitment Agreement or
         the consummation of the transactions  contemplated hereby,  except such
         authorizations,  approvals  and  consents as have been  obtained by the
         Investors prior to the date hereof.

         D. Investment Intent. Each Investor purchased or acquired the shares of
         Preferred Stock for its own account,  for investment  purposes only and
         not  with a view  towards  or in  connection  with the  public  sale or
         distribution  thereof in violation of the Securities Act. Each Investor
         is acquiring the Shares for its own account,  for  investment  purposes
         only and not with a view towards or in connection  with the public sale
         or distribution thereof in violation of the Securities Act.

         E. Accredited Investor.  Each Investor is (i) an "accredited  investor"
         within the  meaning of Rule 501 of  Regulation  D under the  Securities
         Act, (ii) experienced in making  investments in securities with similar
         risks as the Shares,  (iii)  capable,  by reason of their  business and
         financial experience, of evaluating the relative merits and risks of an
         investment  in the  Shares,  and (iv)  able to  afford  the loss of its
         investment in the Shares.

         F. Unregistered  Securities.  Each Investor understands that the Shares
         have not been approved or  disapproved  by the  Securities and Exchange
         Commission (the  "Commission") or any state  securities  commission and
         that the Shares are being  offered  and sold by the Company in reliance
         on an exemption from the  registration  requirements  of the Securities
         Act and any relevant state  securities and "blue sky" laws. The Company
         is relying upon the accuracy of, Investors' compliance with, Investors'
         representations,  warranties and covenants set forth in this Conversion
         Commitment  Agreement to determine the  availability  of such exemption
         and the eligibility of the Investors to acquire the Shares.

         G. Access to Information.  Each Investor has received and has carefully
         reviewed a copy of the  documents  and reports (and  exhibits  thereto)
         filed  by  the  Company  with  the  Commission  and  available  on  the
         Commission's EDGAR system,  including,  but not necessarily limited to,
         the Company's  Annual Report or Form 10-KSB for the year ended December
         31, 2002,  the Quarterly  Report on Form 10-QSB for the fiscal  quarter
         ended since then, the Proxy Statement for the stockholder  meeting held
         in April 2003 (collectively,  the "Documents").  Each Investor has also
         received any additional information that the Investor has requested and
         has had the  opportunity to  communicate  with  representatives  of the
         Company,  to each Investor's  satisfaction and understands the material
         contained in the Documents. Each Investor realizes that the purchase of
         the  Shares  is a  speculative  investment,  and that the tax and other
         economic  benefits  that may be derived  therefrom  are  uncertain.  In
         determining  whether or not to proceed with the  transaction  described
         herein,  each Investor has relied solely upon  information set forth in
         the  Documents  and  upon  independent   investigations  made  by  such
         Investor.  None of the  Investors  have been  furnished  with any other
         offering  literature or prospectus,  or received or been furnished with
         any information,  statement or  representation,  oral or written,  that
         varies  in  any  material  way  from  the  information   presented  and
         statements made in the Documents.


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<PAGE>


         Section 2.2 Representations and Warranties of the Company.  The Company
hereby represents and warrants to the Holders and the Investors as follows.

         A. Organization, Existence and Power. The Company is a corporation duly
         organized,  validly  existing  and  in  good  standing,  and  has  full
         corporate  or  partnership  power  and  authority  to enter  into  this
         Conversion  Commitment  Agreement  and to consummate  the  transactions
         contemplated  hereunder.  Neither the  execution  and  delivery of this
         Conversion   Commitment   Agreement,   nor  the   consummation  of  the
         transactions  contemplated  hereunder conflicts with, or will result in
         any  violation  of (a) the charter or by-laws of the  Company,  each as
         currently  in effect,  or (b) any  material  loan or credit  agreement,
         note, bond, mortgage,  indenture, lease, contract or other agreement to
         which  such the  Company  is a party or by which any of its  assets are
         bound.

         B. Authorization and Execution.  This Conversion  Commitment  Agreement
         has been duly and validly  authorized,  executed  and  delivered by the
         Company and is a valid and binding agreement of the Company enforceable
         against  it  in  accordance  with  its  terms,  subject  to  applicable
         bankruptcy,   insolvency,   fraudulent   conveyance,    reorganization,
         moratorium  and similar laws affecting  creditors'  rights and remedies
         generally.

         C.  Approvals.  No  authorization,  approval or consent of any court or
         public or  governmental  authority  is  required  to be obtained by the
         Company for its execution of this  Conversion  Commitment  Agreement or
         the consummation of the transactions  contemplated hereby,  except such
         authorizations,  approvals  and  consents as have been  obtained by the
         Company prior to the date hereof.

         D.  Issuance  of  Shares.  When  issued  pursuant  to  this  Conversion
         Commitment  Agreement,  the  Shares  will be duly  authorized,  validly
         issued,  fully  paid  and  non-assessable.  There  are  no  outstanding
         agreements or preemptive or similar rights affecting the Shares.

         E. No  Misrepresentation.  No representation or warranty of the Company
         contained in this Conversion  Commitment  Agreement or any of the other
         Documents,  any  schedule,  annex or  exhibit  hereto or thereto or any
         agreement,  instrument or  certificate  furnished by the Company to the
         Holders  or  the  Investors  pursuant  to  this  Conversion  Commitment
         Agreement  contains any untrue statement of a material fact or omits to
         state a material  fact  required to be stated  therein or  necessary to
         make the statements therein not misleading.

         F.  No  Integrated  Offering.  Neither  the  Company  nor  any  of  its
         affiliates  nor any person acting on its or their behalf has,  directly
         or indirectly, made any offer or sales of any security or solicited any
         offers to buy any security under circumstances that would eliminate the
         availability  of the exemption  from  registration  under  Regulation D
         and/or  Rule 144 in  connection  with the offer and sale of the  Common
         Shares as contemplated hereby.


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<PAGE>


         G. Prior Issues. During the twelve (12) months preceding the date
         hereof, the Company has not issued any common stock or convertible
         securities in capital transactions which have not been fully disclosed
         in the Company's filings with the SEC. All such issuances have been
         fully converted into shares of common stock and there is no outstanding
         unconverted debt or convertible securities from those transactions.


                    Representations and Warranties of Holders

         Section 2.3  Representations  of Holders.  Each of the  Holders,  as to
themselves  individually  and not as to any other Investor,  makes the following
representations, warranties and covenants.

         A.  Organization,  Existence  and  Power.  Each  of  the  Holders  is a
         corporation,  limited liability company,  limited  partnership or other
         organization duly organized, validly existing and in good standing, and
         has full  corporate or  partnership  power and  authority to enter into
         this Conversion Commitment Agreement and to consummate the transactions
         contemplated  hereunder.  Neither the  execution  and  delivery of this
         Conversion   Commitment   Agreement,   nor  the   consummation  of  the
         transactions  contemplated  hereunder conflicts with, or will result in
         any  violation of (a) the charter,  by-laws,  partnership  agreement or
         other  organizational  documents of such  Holder,  each as currently in
         effect,  or (b) any  material  loan or credit  agreement,  note,  bond,
         mortgage,  indenture,  lease, contract or other agreement to which such
         Investor is a party or by which any of its assets are bound.

         B. Authorization and Execution.  This Conversion  Commitment  Agreement
         has been duly and validly  authorized,  executed  and  delivered by the
         Investors  and is a valid and binding  agreement of each of the Holders
         enforceable  against  it in  accordance  with  its  terms,  subject  to
         applicable    bankruptcy,     insolvency,     fraudulent    conveyance,
         reorganization, moratorium and similar laws affecting creditors' rights
         and remedies generally.

         C.  Approvals.  No  authorization,  approval or consent of any court or
         public or  governmental  authority  is  required  to be obtained by the
         Holders for the execution of this  Conversion  Commitment  Agreement or
         the consummation of the transactions  contemplated hereby,  except such
         authorizations,  approvals  and  consents as have been  obtained by the
         Holders prior to the date hereof.

                                   Article III
                                    Covenants

         Section 3.01. Exempt Offering.  This exchange is being made pursuant to
the  exemption  from  the  registration  contained  in  Section  3(a)(9)  of the
Securities  Act and afforded by Rule 149  thereunder.  The Company is relying in
part on the  Holders'  and  Investors'  representations  as set forth herein for
purposes of claiming such exemptions.


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         Section 3.02 Tacking.  The common shares which will be issued  pursuant
to this transaction will carry tacking privileges whereby the holding period for
the shares  began at the time of  investment  by the  Holders  and is  therefore
immediately subject to resale without volume limitations pursuant to Rule 144 of
the Securities Act.

         Section 3.04. Indemnification.

         A. The Company agrees to indemnify, hold harmless, reimburse and defend
         the  Holders  and the  Investors  against  any  claim,  cost,  expense,
         liability, obligation, loss or damage (including reasonable legal fees)
         of any  nature,  incurred  by or  imposed  upon  the  Holders  and  the
         Investors  which  results,  arises  out of or is  based  upon  (a)  any
         misrepresentation  by Company or breach of any  warranty  by Company in
         this  Agreement  or in any Exhibits or Schedules  attached  hereto,  or
         Reports or other Written  Information;  or (b) any breach or default in
         performance  by Company of any covenant or  undertaking to be performed
         by  Company  hereunder,  or any  other  agreement  entered  into by the
         Company and the Holders or the Investors relating hereto.

         B. the  Investors  agree to  indemnify,  hold  harmless,  reimburse and
         defend the  Company at all times  against  any  claim,  cost,  expense,
         liability, obligation, loss or damage (including reasonable legal fees)
         of any nature,  incurred by or imposed upon the Company which  results,
         arises  out  of or is  based  upon  (a)  any  misrepresentation  by the
         Investors in this  Agreement  or in any Exhibits or Schedules  attached
         hereto; or (b) any breach or default in performance by the Investors of
         any covenant or undertaking to be performed by the Investors hereunder,
         or any other  agreement  entered into by the Company and the Holders or
         the Investors relating hereto.

         C. the Holders agree to indemnify, hold harmless,  reimburse and defend
         the Company at all times against any claim, cost,  expense,  liability,
         obligation,  loss or damage  (including  reasonable  legal fees) of any
         nature,  incurred by or imposed upon the Company which results,  arises
         out of or is based  upon (a) any  misrepresentation  by the  Holders in
         this Agreement or in any Exhibits or Schedules  attached hereto; or (b)
         any breach or default in  performance by the Holders of any covenant or
         undertaking  to be  performed  by the Holders  hereunder,  or any other
         agreement  entered into by the Company and the Holders or the Investors
         relating hereto.

                                   Article IV
                                 Miscellaneous.

         Section 4.01.  Notices.  All notices or other  communications  given or
made hereunder  shall be in writing and shall be personally  delivered or deemed
delivered the first business day after being telecopied (provided that a copy is
delivered  by first  class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the other by notice duly made under this Section;


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<PAGE>



                  if to the Company, to:

                           RTIN Holdings, Inc.
                           Attn: Curtis Swanson
                           3218 Page Road
                           Longview, Texas 75605
                           Fax: 903.234.9777

                           With a copy to:

                           Franklin, Cardwell & Jones
                           Attn:  Larry Wilson
                           1001 McKinney
                           18th Floor
                           Houston, TX  77002
                           Fax:  713.222.0938


                  if to the Holders,  to such  Stockholder at the address on the
                  books and records of the Company with a copy to:

                           Law Offices of Michael S. Rosenblum
                           Attn:  Michael S. Rosenblum, Esq.
                           1875 Century Park East, Suite, 700
                           Los Angeles, California  90067
                           (310) 286-3010 (fax)


                  if to the  Investors,  to such  Investor at the address on the
                  Investor's Signature Page:

                  if to the Escrow Agent, to:

                           Harbour, Smith, Harris & Merritt, PC
                           Attn:   Bruce Smith
                           P.O. Box 2072 Longview, Texas 75606
                          (903) 753-5123 (fax)

         Section  4.02.   Closing.   The   consummation   of  the   transactions
contemplated herein shall take place at the offices of the Escrow Agent, as soon
as practical after Closing of the Series A Agreement.

         Section 4.03. Entire Agreement;  Assignment. This Agreement, The Series
A Agreement and all agreements expressly referred to herein or therein represent
the entire  agreement  between  the parties  hereto with  respect to the subject
matter hereof and may be amended only by a writing executed by both parties.  No
right or  obligation  of any party shall be assigned by that party without prior
notice to and the written consent of the other parties.


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<PAGE>


         Section 4.04. Execution.  This Agreement may be executed simultaneously
in two or more counterparts,  each of which shall be deemed an original, but all
of which together  shall  constitute  one and the same  instrument.  A facsimile
signature by any party on a counterpart of this  Agreement  shall be binding and
effective for all purposes.  Such party shall, however,  subsequently deliver to
the other party an original executed copy of this Agreement.

         Section 4.05. Law Governing  this  Agreement.  This Agreement  shall be
governed by and construed in  accordance  with the laws of the State of New York
without  regard to principles of conflicts of laws. Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement shall be brought only in the federal courts sitting in the district of
which  New York,  New York is a part if it can  acquire  jurisdiction  or in the
state courts of the State of New York located in the city of New York, New York.
Both parties and the individuals  executing this Agreement and other  agreements
on behalf of the Company agree to submit to the  jurisdiction of such courts and
waive trial by jury. The prevailing  party shall be entitled to recover from the
other  party its  reasonable  attorney's  fees and costs.  In the event that any
provision of this  Agreement  or any other  agreement  delivered  in  connection
herewith is invalid or  unenforceable  under any  applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law.

         Section 4.06. Consent to Jurisdiction.  Subject to Section 4.05 hereof,
each of the Company, the Holders and the Investors hereby waives, and agrees not
to  assert in any such  suit,  action or  proceeding,  any claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.

         Section  4.07.   Execution  by  Facsimile.   Delivery  of  an  executed
counterpart  of a signature  page to this  Agreement by  telecopier or facsimile
transmission   shall  be  as  effective  as  delivery  of  a  manually  executed
counterpart of this Agreement.


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         IN  WITNESS  WHEREOF,  the / parties  have  signed and  delivered  this
Conversion Commitment Agreement as of the date first above written.

                                          RTIN HOLDINGS, INC.


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          THE HOLDERS

                                          DOMINION CAPITAL FUND LIMITED


                                          BY:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          SOVEREIGN PARTNERS LIMITED PARTNERSHIP


                                          BY:
                                              ----------------------------------
                                              Name:
                                              Title:



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                            INVESTOR'S SIGNATURE PAGE

The  undersigned   Investor  hereby  subscribes  to  the  foregoing   Conversion
Commitment  Agreement.  If the Investor is an entity, this Conversion Commitment
Agreement has been executed by its duly authorized officer or signatory.

The undersigned Investor specifically represents and acknowledges that it (a) is
a sophisticated investor who, by expertise and experience,  is familiar with the
risks of speculative investments,  (b) has had the opportunity to pose questions
to and receive answers from the management of RTIN Holdings,  Inc. regarding the
investment, (c) is financially able invest in speculative investments and afford
the  potential  loss of its  entire  investment,  and (d) has not  received  any
information   about  RTIN   Holdings,   Inc.   and  has  not  relied   upon  any
representations  of any person except as set forth in the Conversion  Commitment
Agreement.

Investor Name:
                  --------------------------------------------

         By:
                  --------------------------------------------
                  Name:
                  Title:

ADDRESS OF INVESTOR:

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Phone:
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Fax:
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