EXHIBIT 4.2

                               RTIN HOLDINGS, INC.
                              (a Texas corporation)


                           SUBSCRIPTION AND INVESTMENT
                            REPRESENTATION AGREEMENT


RTIN Holdings, Inc.
3218 Page Rd.
Longview, TX 76506

Gentlemen:

                                    SECTION 1

1.1 Subscription.  The undersigned  hereby subscribes for and agrees to purchase
the  number of units set forth on the  signature  page,  each unit to consist of
eight (8) shares of the  Common  Stock,  $.01 par value per share  (the  "Common
Stock"),  of the  Company;  five  (5)  Series A 2003  Warrants  (the  "Series  A
Warrants");  five (5) Series B 2003  Warrants  (the  "Series B  Warrants"),  and
twenty-five  (25) Series C 2003  Warrants  (the "Series C Warrants" and together
with the  Series A  Warrants  and the  Series B  Warrants,  the  "Warrants"  and
together with the Common Stock,  the  "Securities")  of RTIN  Holdings,  Inc., a
Texas  corporation  (the  "Company"),  for the amount indicated on the signature
page hereof ("Purchase  Payment"),  on the terms and conditions described herein
in connection with the offering (the "Offering") of the Securities.  This letter
agreement  shall be  referred  to herein  as the  "Subscription  Agreement".  In
connection with this  subscription  and intending that the Company rely thereon,
the  undersigned  also  tenders  herewith  a  completed  and  executed  Investor
Suitability Questionnaire in the form attached hereto as Exhibit A.

1.2 Acceptance or Rejection of  Subscription.  The  undersigned  understands and
agrees that the Company  reserves the right to reject his  subscription  for the
Securities,  in whole or in part,  if in its  judgment,  the Company  deems such
action is in the best interests of the Company.

The undersigned understands and agrees that the Purchase Payment will be will be
paid to the Company  simultaneously  with the delivery of this  subscription  in
exchange for the issuance of Securities. The undersigned will not be entitled to
the  return  of any part of the  Purchase  Payment  after  the  issuance  of the
Securities.

1.3 Escrow  Agreement.  Simultaneously  with the execution of this  Subscription
Agreement,  the parties shall enter an escrow  agreement in the form attached as
Exhibit B hereto (the  "Subscription  Escrow Agreement") and shall (a) deliver a
copy of this Subscription  Agreement and the Subscription  Agreement to Harbour,
Smith,  Harris & Merritt,  PC (the "Escrow  Agent"),  (b) the undersigned  shall
deliver to the Escrow Agent the Purchase Amount in immediately  available funds,

<PAGE>

and  (c) the  Company  shall  deliver  to the  Escrow  Agent  one or  more  duly
authorized,  issued and executed certificates in the name of the undersigned, or
if the Company  otherwise has been  notified,  in the name of the  undersigned's
nominees,  representing the Shares and one or more duly  authorized,  issued and
executed  certificates  in the  name  of  the  undersigned,  or if  the  Company
otherwise  has  been  notified,  in  the  name  of the  undersigned's  nominees,
representing the Warrants.

                                    SECTION 2

2.1  Investor   Representations   and   Warranties.   The   undersigned   hereby
acknowledges,  represents  and  warrants  to, and agrees  with,  the  Company as
follows:

(a)      The  undersigned is acquiring the Securities for this own account,  for
         investment   purposes  only,  and  not  with  a  view  to  the  resale,
         distribution or fractionalization  thereof, in whole or in part, and no
         other person has or is intended to have a direct or indirect beneficial
         interest in the Securities.

(b)      The undersigned  acknowledges his  understanding  that the offering and
         sale of the Securities is intended to be exempt from registration under
         the  Securities  Act of 1933,  as  amended  (the  "Act"),  by virtue of
         Section  4(2) of the  Act.  In  furtherance  thereof,  the  undersigned
         represents  and warrants to and agrees with the Company and the Company
         as follows:

         (i) The undersigned has the financial ability to bear the economic risk
         of his investment in the Company  (including its possible total loss of
         the Purchase  Amount),  has adequate means of providing for his current
         needs and personal  contingencies  and has no need for  liquidity  with
         respect to the investment in the Company.

         (ii) No one has acted as his  purchaser  representative  in  connection
         with evaluating the merits and risks of an investment in the Company in
         general and the  suitability of the  investment for the  undersigned in
         particular.

         (iii) The undersigned has such knowledge and experience in business and
         financial  matters  as to be  capable  of  evaluating  the  risks of an
         investment  in the  Securities  and  has  obtained,  in  his  judgment,
         sufficient  information  from the  Company to  evaluate  the merits and
         risks of an investment in the Securities.

         (iv)  The  undersigned   hereby  reconfirms  as   representations   and
         warranties,  as though fully set forth herein,  each of the  statements
         and answers of the  undersigned  set forth in his Investor  Suitability
         Questionnaire (Exhibit "A").

         (v) The undersigned is not subscribing for Securities as a result of or
         subsequent to any advertisement, article, notice or other communication
         published in a newspaper,  magazine or similar media, or broadcast over
         television  or radio,  or presented  at any seminar or meeting,  or any
         solicitation  of a  purchase  by a person not  previously  known to the


                                       2
<PAGE>

         undersigned in connection with investments in securities generally.  No
         person will be paid any  compensation by the undersigned  (whether as a
         broker,  salesperson,   Purchaser  Representative,   or  in  any  other
         capacity) in connection with the undersigned's purchase of Securities.

(c)      The undersigned:

         (i) has been furnished a copy of or been given an opportunity to review
         the following documents (the "Company Documents"):

         (a)      Articles of Organization; (b) Bylaw;
         (c)      Annual  Report on Form 10-KSB for the year ended  December 31,
                  2001;
         (d)      Quarterly  Reports on Form 10-QSB for the periods  ended March
                  31, 2002, June 30, 2002, and September 30, 2002;
         (e)      Current  Reports on Form 8-K filed since December 31, 2001 (f)
                  Annual  Report on Form 10-KSB for the year ended  December 31,
                  2002.

         (ii) has had the  opportunity  to  obtain  any  additional  information
         relating  to the  Offering  and the Company  Documents,  and such other
         documentation  or  information   regarding  the  company  that  he  has
         requested, and is satisfied with such review. The undersigned agrees to
         hold such  information  in strict  confidence and indemnify the Company
         for any loss, cost or damage incurred by the Company as a result of the
         breach of such agreement.

         (iii) has been given the  opportunity  to ask  questions of and receive
         answers  from,  the Company and the officers of the Company  concerning
         the terms and  conditions of the Offering and other matters  pertaining
         to an investment in the Securities,  and has been given the opportunity
         to  obtain  such  additional   information   necessary  to  verify  the
         information  contained  in the  Offering  Memorandum  or that which was
         otherwise  provided in order for it to evaluate the merits and risks of
         an investment in the Company to the extent the Company and the officers
         of the  Company  possess  such  information  or can  acquire it without
         unreasonable  effort or expense,  and has not been  furnished any other
         Offering literature or prospectus, except as mentioned herein.

         (iv) has  determined  that the Securities are suitable for him and that
         he  understands  and can bear the  risks  of loss  associated  with the
         Company's intended business policies and the implementation thereof.

(d)      In making his decision to purchase the Securities herein subscribed
         for, the undersigned has relied solely upon independent investigations
         made by him. The undersigned is not relying on the Company with respect
         to the tax and other economic considerations involved in this
         investment.


                                       3
<PAGE>


(e)      The undersigned  represents,  warrants and agrees that he will not sell
         or otherwise transfer the Securities without registration under the Act
         or an exemption therefrom,  and fully understands that he must bear the
         economic  risks of his  investment  for an  indefinite  period  of time
         because,  among other reasons,  the Securities have not been registered
         under the Act or under  securities  laws of any  states  and  therefore
         cannot be resold,  pledged,  assigned  or  otherwise  disposed of until
         subsequently   registered  under  the  Act  and  under  the  applicable
         securities  laws of such states or an exemption  from  registration  is
         available. Except as set forth herein, the undersigned understands that
         the Company is under no  obligation  to register the  Securities on his
         behalf or to  assist  him in  complying  with any  exemption  from such
         registration under the Act.

(f)      If the  undersigned is a company,  partnership,  trust,  joint venture,
         employee benefit plan,  individual  retirement account,  Keogh Plan, or
         other  tax-exempt  entity,  it is  authorized  and qualified to make an
         investment  in the Company,  and the person  signing this  Agreement on
         behalf of such entity has been duly authorized by such entity to do so.

(g)      No representation of warranties have been made to the undersigned by
         the Company, an officer of the Company, or any other persons on behalf
         of such persons, other than as stated in this Agreement, and no oral or
         written information furnished to the undersigned or his advisor(s) in
         connection with the Offering was in any way inconsistent with the
         information stated in this Agreement or the Company Documents.

(h)      Any  information  which the  undersigned  has heretofore  furnished the
         Company with respect to its financial position and business experience,
         including,  without limitation,  responses to the Investor  Suitability
         Questionnaire, is correct and complete as of the date of this Agreement
         and if there should be any material change in such information prior to
         the  acceptance  of this  Agreement by the Company it will  immediately
         furnish such revised or corrected information to the Company.

2.2. Investor Awareness:  Risk Factors.  The undersigned  acknowledges and fully
understands the risks and  uncertainties of an investment in the Securities.  An
investment in the Securities is subject to all the risks inherent in business in
general and companies in  businesses  the same or similar to the business of the
Company and the additional, unique risks listed below:

(a)      No federal or state agency has passed upon the  Securities  or made any
         findings or  determination  as to the fairness of an  investment in the
         Securities.


                                       4
<PAGE>


(b)      The  undersigned  should be fully aware of the long-term  nature of his
         investment in the Company.  The Securities are not readily transferable
         because the Securities have not been registered with the Securities and
         Exchange Commissions or the agencies of any state.  Subscribers may not
         be able to liquidate their investment quickly and may be unable to find
         a buyer for the Securities on any  reasonable  terms.  Each  subscriber
         must  purchase  the  Securities  for his own  account,  for  investment
         purposes  only and not with a view  toward  resale  or  redistribution.
         Investors who need liquidity in their  investment  should not invest in
         the Securities.

(c)      The Articles of  Incorporation  and bylaws of the Company  provide that
         the Company must  indemnify  the  directors and officers of the Company
         against  liabilities  sustained  by them by reason of their  serving as
         directors or officers of the Company or its affiliates.

(d)      The  success  of the  Company  will be  particularly  dependent  on the
         efforts of Curtis A. Swanson.

(e)      The Securities offered hereby have not been registered under the Act or
         any applicable state securities laws, and are being offered and sold in
         reliance of the exemptions  from the  registration  of the Act (and any
         applicable  state  securities  laws).  The  Securities  are  subject to
         restrictions on  transferability  and resale and may not be transferred
         or resold  except as permitted  under the Act and such laws pursuant to
         registration  or  exemption  therefrom.  The Company does not intend to
         register  any of the  Securities  for  resale  under  the  Act  (or any
         applicable  state  securities  laws).  Accordingly,  no investor should
         purchase the Securities with funds which he may need to convert to cash
         in the foreseeable future.

                                    SECTION 3

3.1 Corporate Governance.  The Company agrees that (a) upon ten (10) days notice
from  Investor  subsequent  to the closing of this  Agreement;  the Company will
cause a single board seat to be made  available  to a nominee of  Investor.  The
nominee of the  majority  of the  Investor(s)  to the board will be added to the
vacant board seat within 10 days after  nomination by investor and acceptance of
nomination  by nominee.  The  investor's  nominee will then serve until the next
annual  meeting  of the  shareholders  at which  time  Rule 14-A  Proxy  will be
distributed to the shareholders of record of the Company for the election of the
board of directors for the following  year. At the option of the majority of the
Investor(s)  and acceptance by nominee this board member would serve as Chairman
of the Board during the service period.  In addition,  the Company  warrants and
agrees  that  simultaneously  with the  closing of the  transaction  represented
hereby that (b) the Board of  Directors  of the Company will take such action as
is  necessary  to cause  Larry  Wilson,  esq.  to replace  Carole A.  Swanson as
Secretary  of the  Corporation  and (c) Stanley L.  Swanson will resign as Chief
Executive Officer of the Company and Curtis A. Swanson will assume dual roles as
President / Chief Operating Officer and acting Chief Executive Officer.


                                       5
<PAGE>


3.2 No  Convertibles.  The Company  represents to DCSP and  Investors  that upon
closing of this  transaction  there will be no  Preferred  stock or  Convertible
Equity  securities  outstanding  of any kind  other  than  typical  options  and
Warrants already  disclosed to Investor(s),  nor will the Company issue any such
instruments  in the future  without the written  consent of the  majority of the
Investor(s).

3.3 Representation of Stanley L. Swanson Conversion of Rights to Acquire Shares.
Stanley  L.  Swanson  agrees  that upon the  closing of this  Agreement  he will
convert his existing  rights  granted May 6, 2002 as referenced in the Company's
SEC filings  under  "Related  Party  Transactions"  and through the date of this
Agreement for accrued payroll / compensation into the 1,107,356 shares of Common
Stock granted there under.

3.4  Representation of Curtis a. Swanson Conversion of Rights to Acquire Shares.
Curtis A. Swanson agrees that upon the closing of this Agreement he will convert
his existing  rights  granted May 6, 2002 as  referenced  in the  Company's  SEC
filings  under  "Related  Party  Transactions"  and  through  the  date  of this
Agreement for accrued payroll / compensation into the 1,092,644 shares of Common
Stock granted there under.

                                    SECTION 4

4.1. Indemnity: The undersigned hereby agrees to indemnify and hold harmless the
Company,  and each person, if any, who controls or is controlled by the Company,
within the meaning of Section 15 of the Act, against all loss, liability, claim,
damage,  and  expense  whatsoever  (including,  but not  limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation  commenced or threatened or any claim whatsoever) arising
out of or based upon any false  representation  or warranty or breach or failure
by the undersigned to any of the foregoing in connection with this transaction.

4.2.  Further  Agreements:  The  undersigned  agrees to execute and deliver such
other documents and instruments as the Company shall reasonably request.

4.3  Modification:  Neither  this  Agreement  nor any  provision  hereof  may be
modified, discharged, or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.

4.4 Notices:  Any notice,  demand or other  communication which any party hereto
may be required,  or may elect, to give to anyone interested  hereunder shall be
sufficiently  given if (a) deposited,  postage prepaid,  in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such  address  as may be  given  herein,  or (b)  delivered  personally  at such
address.

4.5 Binding Effect: Except as otherwise provided herein, this Agreement shall be
binding   upon  and  inure  to  the   parties   and  their   heirs,   executors,
administrators,  successors, legal representatives and permitted assigns. If the
undersigned shall be joint and several,  this Agreement and the representations,
warranties  and  acknowledgements  herein  shall be  deemed to be made by and be
binding  upon each such  person and his  heirs,  executors,  administrators  and
successors.


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<PAGE>


4.6 Entire Agreement:  This Agreement  contains the entire  understanding of the
parties   with   regard  to  the  subject   matter   hereof  and  there  are  no
representations,  covenants  or other  agreements  except as stated or  referred
herein.

4.7  Prohibitions  on  Cancellation:   Assignability:   The  undersigned  hereby
acknowledges and agrees that, except as may be specifically  provided herein, or
by  applicable  law, the  undersigned  is not  entitled to cancel,  terminate or
revoke this Agreement,  and this Agreement shall survive his death or disability
or  any  permitted   assignment  of  his  Securities.   This  Agreement  is  not
transferable or assignable by the undersigned.

4.8  Applicable  Law:  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of Texas  applicable to contracts made and
to be performed entirely within such state.

4.9 Gender:  All pronouns  contained herein and any variations  thereof shall be
deemed to refer to masculine,  feminine,  or neuter,  singular or plural, as the
identity of the parties hereto may require.

4.10  Counterparts:  This Agreement may be executed  through the use of separate
signature pages or in any number of counterparts,  and each of such counterparts
shall,  for all  purposes,  constitute  one  Agreement  binding on all  parties,
notwithstanding that all parties are not signatories to the same counterpart.

4.11 Reliance:  The representations,  warranties,  agreements,  undertakings and
acknowledgements  made by the  undersigned  in this  Agreement are made with the
intent that they be relied  upon by the Company and the  officers of the Company
in determining the  undersigned's  suitability as a purchaser of the Securities,
and shall survive the acceptance of this subscription by the company.

                         [signatures on following page]


                                       7
<PAGE>



IN WITNESS  WHEREOF,  the undersigned has (have) executed this  Subscription and
Investment Representation Agreement on +30.


$
 ---------------------------                         ---------------------------
     (Purchase Payment)                                      (No. of Units)



                        If Subscriber is an Individual:




                                                 -------------------------------
                                                                       Signature


                         If there is a Joint Subscriber
  (Each Joint Subscriber must complete an Investor Suitability Questionnaire)





                                                 -------------------------------
                                                   Signature of Joint Subscriber


                           If Subscriber is an Entity





                                            Name:
                                                 -------------------------------

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




               Subscription accepted as of                         .
                                          -------------------------

                               RTIN HOLDINGS, INC.

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


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<PAGE>



                                                                       Exhibit A

                               RTIN HOLDINGS, INC.
                              (a Texas corporation)

                       INVESTOR SUITABILITY QUESTIONNAIRE

         This  questionnaire  is  required  to ensure  that the  Offering of the
Company's  Securities  complies with the rules and regulations of the Securities
and Exchange  Commission  ("SEC") and applicable  state  securities  commissions
governing non-public offerings.  Each investor or joint subscriber must complete
an  Investor   Suitability   Questionnaire.   All   information   will  be  kept
confidential.

                                     Part I

1. Name:
         -----------------------------------------------------------------------
         (full legal name of individual,  Company,  trust,  partnership or other
          entity)

2. Residence Address or Principal Business Address:
                                                     ---------------------------
                        (street and number)

--------------------------------------------------------------------------------
(city, state and zip code)                        (area code) (telephone number)

3. Type of Entity:

   ___      Individual                ___      Partnership
   ___      Trust                     ___      Corporation
   ___      Estate                    ___      Limited Liability Company
   ___      Limited Partnership       ___      Other Group

5. Other states where residence or business address is maintained:



6. Social Security Number or Employer EIN:
                                           -------------------------------------


7. If subscriber is a company, partnership, trust or other entity, please attach
a copy of the Articles of Incorporation,  Bylaws,  Partnership Agreement,  Trust
Instrument, or other documents showing:

         a.       that the entity is authorized to make this investment, and

         b.       that  the  individual(s)  signing  the  Subscription  and  the
                  Investment  Representation  Agreement  are  authorized to take
                  such action on behalf of the entity.


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<PAGE>


                                     Part II

Please acknowledge that you are an accredited investor by placing your initials
on the line(s) next to the descriptions that describe you

____ An  individual  whose net worth  together  with that of his spouse  exceeds
$1,000,000.

____ An individual  who had  individual  income in excess of $200,000 in each of
the two most  recent  years or joint  income  with that  individual's  spouse in
excess of $300,000 in each of those  years who  reasonably  expects to reach the
same income level this year.

____ A bank as defined in Section  3(a)(2) of the  Securities  Act, or a savings
and loan  association or other  institution as defined in Section  3(a)(5)(A) of
the  Securities  Act whether  acting in its  individual  capacity  or  fiduciary
capacity.

____ A broker or dealer registered  pursuant to Section 15 of the Securities Act
of 1934.


____ An insurance company as defined in Section 2(13) of the Securities Act.


____ An investment  company  registered under the Investment Company Act of 1940
or a business development company as defined under Section 2(a)(48) of that Act.

____ A Small  Business  Investment  Company  licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Act of 1958.

____ An employee  benefit  plan  within the  meaning of Title I of the  Employee
Retirement Income Security Act of 1974; if:

         a. The  decision to invest in the Company is made by a plan  fiduciary,
         as  defined  in  Section  3(21) of such  Act,  which is  either a bank,
         savings  and  loan  association,   insurance  company,   or  registered
         investment advisor; or

         b. The plan has total assets in excess of $5,000,000; or

         c. The plan is a  self-directed  plan with  investment  decisions  made
         solely by persons who are accredited investors.

____ A private business  development company as defined as Section 202(a)(22) of
the Investment Advisors Act of 1940.

____ A charitable  organization  described in Section  501(c)(3) of the Internal
Revenue Code, Company, or similar business trust or partnership, not formed with
the specific purpose of acquiring the securities, with total assets in excess of
$5,000,000.


                                       10
<PAGE>


____ A trust,  with  total  assets in excess of  $5,000,000,  not formed for the
specific  purpose of acquiring the  Securities,  whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act.

____ An entity in which all of the equity owners are accredited investors.


                        PART III INVESTOR SOPHISTICATION

Are you are a "sophisticated investor"?

               ___      YES                       ___      NO

A subscriber may qualify as a  sophisticated  investor if he is a person who has
such  knowledge  of finance,  securities  and  investments  generally,  and such
experience  and skill in  investments  based on actual  participation,  as to be
aware of and  appreciate the risks of investing in the Company and the financial
capacity such that an investment in the Company is not material when compared to
his total financial capacity. Even though a person lacks the requisite knowledge
or experience,  he may be eligible to invest in the Company if he is represented
by a  representative  with such  knowledge and  experience  who has not business
relationship with the Company and is compensated only by such investor.

If you answered "yes", please provide a personal balance sheet and a description
of your personal investments.

If you are  represented by a  representative  on whom you are relying to provide
substantial  knowledge  and  experience  in  connection  with this  purchase  or
investment please provide the following information:

         Name:
         Company Name:
         Address:



         Telephone:

         Qualifications:



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<PAGE>



                                PART IV SIGNATURE

--------------------------------------------------------------------------------
               If Subscriber is an Individual or Joint Subscriber:


---------------------------                    ---------------------------------
      Print Name                                           Signature

--------------------------------------------------------------------------------
                           If Subscriber is an Entity


                                           By:
---------------------------                    ---------------------------------
  Print Name of Entity                                Authorized Signatory

---------------------------                    ---------------------------------
     Print Name of                                          Title
  Authorized Signatory
--------------------------------------------------------------------------------
             If Subscriber is Represented by an Investment Advisor:


                                           By:
---------------------------                    ---------------------------------
  Print Name of Entity                                Authorized Signatory

---------------------------                    ---------------------------------
     Print Name of                                          Title
  Authorized Signatory
--------------------------------------------------------------------------------


                                       12