EXHIBIT 4.3

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR  APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS SOLD  PURSUANT TO RULE 144
UNDER SAID ACT. ANY SUCH OFFER,  SALE,  ASSIGNMENT  OR TRANSFER MUST ALSO COMPLY
WITH THE APPLICABLE STATE SECURITIES LAWS.  NOTWITHSTANDING THE FOREGOING,  THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

                              RTIN HOLDINGS, INC.

                 SERIES A 2003 WARRANT TO PURCHASE COMMON STOCK

Warrant No.: SAW______________                  Number of Shares: ______________

                 Date of Original Issuance: ______________, 2003

RTIN Holdings, Inc., a Texas corporation (the "Company"), hereby certifies that,
for good and valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged,  _________________________________,  the registered holder
hereof or its  permitted  assigns,  is entitled,  subject to the terms set forth
below, to purchase from the Company upon surrender of this Warrant,  at any time
or times on or after the Vesting  Date (as defined  below),  but not after 11:59
P.M.    Central   Time   on   the   Expiration    Date   (as   defined   herein)
________________________  (___________________) fully paid non-assessable shares
of Common Stock (as defined herein) of the Company (the "Warrant Shares") at the
purchase price as defined in Section 1(b)(xi)).

         Section 1.

                  (a) Definitions. The following words and terms as used in this
Warrant shall have the following meanings:

                  (i) "Common Stock" means (i) the Company's  common stock,  par
value $.01 per share,  and (ii) any capital  stock into which such Common  Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

<PAGE>


                  (ii)  "Convertible  Securities"  means any stock or securities
(other than Options) directly or indirectly convertible into or exchangeable for
Common Stock.

                  (iii)  "Expiration  Date"  means the date three (3) years from
the Vesting  Date or, if such date falls on a  Saturday,  Sunday or other day on
which banks are required or  authorized to be closed in the State of Texas or on
which  trading  does  not take  place on the  principal  exchange  or  automated
quotation  system on which the Common  Stock is traded (a  "Holiday"),  the next
date that is not a Holiday.

                  (iv)  "Options"  means any  rights,  warrants  or  options  to
subscribe for or purchase Common Stock or Convertible Securities.

                  (v) "Other  Securities"  means  those  warrants of the Company
issued prior to, and outstanding on, the date of issuance of this Warrant.

                  (vi)  "Person"  means  a  natural  person,  a  partnership,  a
corporation,  a limited  liability  company,  an  association  or a joint  stock
company,  a  trust,  a  joint  venture,  an  unincorporated  organization  or  a
governmental  agency  or any  department,  or agency  or  political  subdivision
thereof.

                  (vii)  "Securities  Act" means the  Securities Act of 1933, as
amended and the rules and regulations promulgated thereunder.

                  (viii)  "Vesting  Date"  means the date on which this  Warrant
becomes exercisable, if at all, as set forth in Section 9.

                  (x)  "Warrant"  means this Warrant and all Warrants  issued in
exchange, transfer or replacement of any thereof.

                  (ixi) "Warrant Exercise Price" means $1.50 per share,  subject
to adjustment as provided in Section 8.

         Section 2. Exercise of Warrant.

         (a) Subject to the terms and  conditions  hereof,  this  Warrant may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole  or in part,  at any time on any  business  day on or after  the  close of
business  on the  Vesting  Date  and  prior to 11:59  P.M.  Central  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as Exhibit A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased,  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (plus any applicable issue or
transfer  taxes) (the  "Aggregate  Exercise  Price") in cash or by check or wire
transfer or (B) by notifying  the Company  that this Warrant is being  exercised


                                       2
<PAGE>

pursuant  to a Cashless  Exercise  (as defined in Section  2(e)),  and (iii) the
surrender to a common carrier for delivery to the Company as soon as practicable
following  such date,  this  Warrant  (or an  indemnification  undertaking  with
respect  to  this  Warrant  in the  case of its  loss,  theft  or  destruction);
provided,  that if such  Warrant  Shares are to be issued in any name other than
that of the registered  holder of this Warrant,  such issuance shall be deemed a
transfer and the  provisions of Section 7 shall be  applicable.  In the event of
any exercise of the rights  represented by this Warrant in compliance  with this
Section 2(a), a certificate or certificates for the Warrant Shares so purchased,
in such denominations as may be requested by the holder hereof and registered in
the name of, or as directed by, the holder,  shall be delivered at the Company's
expense to, or as directed  by,  such holder as soon as  practicable,  and in no
event later than two business days, after the Company's  receipt of the Exercise
Notice,  the Aggregate  Exercise  Price and this Warrant (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction).  Upon delivery of the Exercise Notice and Aggregate Exercise Price
referred to in clause (ii)(A) above or notification to the Company of a Cashless
Exercise referred to in Section 2(d), the holder of this Warrant shall be deemed
for all  corporate  purposes  to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been  exercised,  irrespective  of
the date of  delivery of this  Warrant as required by clause  (iii) above or the
certificates evidencing such Warrant Shares.

         (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event  later than five  business  days after any  exercise  and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall  represent  rights to  purchase  the  number of  Warrant  Shares
purchasable  immediately  prior to such exercise  under this Warrant  exercised,
less the  number of  Warrant  Shares  with  respect  to which  such  Warrant  is
exercised.

         (c) No  fractional  shares  of Common  Stock are to be issued  upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

         (d)  Notwithstanding  anything  contained  herein to the contrary,  the
holder of this Warrant may, at its  election  exercised in its sole  discretion,
exercise  this  Warrant  in whole or in part  and,  in lieu of  making  the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment of the  Aggregate  Exercise  Price,  elect  instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B
             For purposes of the foregoing formula:


                                       3
<PAGE>


                           A= the total number shares with respect to which this
                           Warrant is then being exercised.

                           B= the last  reported  sale  price  (as  reported  by
                           Bloomberg)   of  the   Common   Stock   on  the  date
                           immediately   preceding  the  date  of  the  Exercise
                           Notice.

                           C= the Warrant  Exercise  Price then in effect at the
                           time of such exercise.

         Section 3. Covenants as to Common Stock.  The Company hereby  covenants
and agrees as follows:

         (a) This Warrant is, and any  Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

         (b) All Warrant  Shares  which may be issued  upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and  non-assessable and free from all taxes, liens and charges with respect
to the issue thereof.

         (c) During  the period  within  which the  rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

         (d) The  Company  shall  promptly  secure the  listing of the shares of
Common  Stock  issuable  upon  exercise  of  this  Warrant  upon  each  national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

         (e) The Company will not, by amendment of its Articles of Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this


                                       4
<PAGE>

Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The Company (i) will not increase the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

         (f) This  Warrant  will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

         Section 4. Taxes.  The Company shall pay any and all taxes which may be
payable with  respect to ----- the issuance and delivery of Warrant  Shares upon
exercise of this Warrant.

         Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by  creditors of the  Company.  Notwithstanding  this
Section 5, the Company  will  provide the holder of this  Warrant with copies of
the same notices and other  information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

         Section 6.  Representations of Holder.  The holder of this Warrant,  by
the  acceptance  hereof,  represents  that it is acquiring  this Warrant and the
Warrant  Shares  for its own  account  for  investment  only and not with a view
towards,  or for resale in connection  with, the public sale or  distribution of
this  Warrant or the Warrant  Shares,  except  pursuant to sales  registered  or
exempted  under the  Securities  Act;  provided,  however,  that by  making  the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a  registration  statement or an exemption  under the  Securities
Act. The holder of this Warrant further represents,  by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule 501(a) of  Regulation  D  promulgated  by the  Securities  and  Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise of


                                       5
<PAGE>

this Warrant, the holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company,  that the Warrant Shares so purchased are
being acquired  solely for the holder's own account and not as a nominee for any
other party, for investment,  and not with a view toward  distribution or resale
and that such holder is an Accredited Investor.  If such holder cannot make such
representations  because  they  would  be  factually  incorrect,  it  shall be a
condition to such  holder's  exercise of this  Warrant that the Company  receive
such other  representations  as the Company  considers  reasonably  necessary to
assure the Company that the  issuance of its  securities  upon  exercise of this
Warrant shall not violate any United States or state securities laws.

         Section 7. Ownership and Transfer.

         (a) The Company shall maintain at its principal  executive  offices (or
such other office or agency of the Company as it may  designate by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events  recognizing  any transfers  made in accordance  with the terms of
this Warrant.

         (b) This  Warrant  and the  rights  granted  to the  holder  hereof are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly  executed  warrant  power in the form of  Exhibit B attached  hereto;
provided,  however,  that any  transfer  or  assignment  shall be subject to the
conditions set forth in Section 7(c) below.

         (c) The holder of this  Warrant  understands  that this Warrant has not
been and is not expected to be, registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold,  assigned or transferred
unless (a)  subsequently  registered  thereunder,  or (b) such holder shall have
delivered to the Company an opinion of counsel, in generally acceptable form, to
the effect that the securities to be sold,  assigned or transferred may be sold,
assigned  or  transferred  pursuant  to an  exemption  from  such  registration;
provided  that  (i) any sale of such  securities  made in  reliance  on Rule 144
promulgated  under the  Securities  Act may be made only in accordance  with the
terms of said Rule and further,  if said Rule is not  applicable,  any resale of
such securities  under  circumstances in which the seller (or the person through
whom the sale is made)  may be  deemed  to be an  underwriter  (as that  term is
defined in the Securities Act) may require  compliance with some other exemption
under the  Securities  Act or the rules and  regulations  of the  Securities and
Exchange  Commission  thereunder;  and (ii)  neither  the  Company nor any other
person is under any obligation to register the Warrants under the Securities Act
or any state  securities  laws or to comply with the terms and conditions of any
exemption thereunder.

         Section 8.  Adjustment of Warrant  Exercise Price and Number of Shares.
                     ----------------------------------------------------------

         (a) The Warrant Exercise Price and the number of shares of Common Stock
issuable  upon  exercise of this Warrant  shall be adjusted from time to time as
follows:


                                       6
<PAGE>


                  (i) Adjustment of Warrant  Exercise Price upon  Subdivision or
Combination  of  Common  Stock.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  the Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be  proportionately  increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.

                  (ii) Adjustment for Common Stock Dividends and  Distributions.
If the  Company at any time or from time to time after the date of  issuance  of
this Warrant makes, or fixes a record date for the  determination  of holders of
Common Stock entitled to receive,  a dividend or other  distribution  payable in
additional shares of Common Stock, in each such event the Warrant Exercise Price
in effect  immediately  prior to such issuance or, in the event such record date
is fixed as of the close of business on such record date will be proportionately
decreased and the number of shares of Common Stock  obtainable  upon exercise of
this Warrant will be  proportionately  increased as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record date.

                  (iii)   Adjustment   for   Reclassification,    Exchange   and
Substitution.  If at any time or from time to time after the date of issuance of
this Warrant, the Common Stock is changed into the same or a different number of
shares  of  any  class  or  classes  of  stock,   whether  by  recapitalization,
reclassification  or  otherwise  (other  than an  acquisition,  asset  transfer,
subdivision or combination of shares,  stock dividend,  reorganization,  merger,
consolidation,  or sale of assets  provided for elsewhere in this Section 8(a)),
in any such event the holder  hereof shall have the right  thereafter to convert
such stock into the kind and amount of stock and other  securities  and property
receivable  upon  such  recapitalization,  reclassification  or other  change by
holders of the maximum  number of shares of Common  Stock into which such shares
of  Common  Stock  could  have  been   converted   immediately   prior  to  such
recapitalization,  reclassification or change, all subject to further adjustment
as provided  herein or with respect to such other  securities or property by the
terms thereof.

                  (iv)  Reorganizations,  Mergers,  Consolidations  or  Sales of
Assets.  If at any time or from time to time after the date of  issuance of this
Warrant,  there is a capital  reorganization  of the Common Stock (other than an
acquisition,  asset transfer,  recapitalization,  or  subdivision,  combination,
reclassification,  exchange, or substitution of shares provided for elsewhere in
this Section 8(a)), as a part of such capital reorganization, provision shall be
made so that the holder of this Warrant shall  thereafter be entitled to receive
upon  exercise  hereof  the  number of shares  of stock or other  securities  or
property  of the  Company  to which a holder  of the  number of shares of Common

                                       7
<PAGE>


Stock deliverable upon exercise  immediately prior to such event would have been
entitled as a result of such capital  reorganization,  subject to  adjustment in
respect  of such stock or  securities  by the terms  thereof.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section  8(a) with  respect to the rights of the holder  hereof  after the
capital reorganization to the end that the provisions of this Section 8 shall be
applicable after that event and be as nearly equivalent as practical.

                  (v) Sale of Common Stock Below Current Market Value. If at any
time or from time to time on or after the date of issuance of this Warrant,  the
Company  shall sell,  issue or dispose of any shares of Common  Stock at a price
per share that is less than 95% of the  Current  Market  Value  thereof or shall
issue or  distribute  any options,  warrants,  or other  Convertible  Securities
providing for the issuance of Common Stock at a price per share less than 95% of
the Current Market Value,  the Warrant  Exercise Price shall be  proportionately
decreased  and the number of shares of Common Stock  issuable  upon  exercise of
this Warrant shall be proportionately increased as of the date of such offering.

                  (vi)  Rounding  of  Calculations;   Minimum  Adjustment.   All
calculations  under this  Section  8(a) shall be made to the nearest  cent.  Any
provision of this Section 8 to the contrary  notwithstanding,  no  adjustment in
the Warrant  Exercise Price shall be made if the amount of such adjustment would
be less than one percent,  but any such amount  shall be carried  forward and an
adjustment  with respect  thereto shall be made at the time of and together with
any subsequent  adjustment which, together with such amount and any other amount
or amounts so carried forward, shall aggregate one percent or more.

                  (vii)  Timing of  Issuance  of  Additional  Common  Stock Upon
Certain  Adjustments.  In any case in which the  provisions of this Section 8(a)
shall  require that an adjustment  shall become  effective  immediately  after a
record date for an event,  the Company  may defer until the  occurrence  of such
event  issuing to the holder of this  Warrant  after such record date and before
the  occurrence  of such event the  additional  shares of Common  Stock or other
property  issuable or  deliverable  upon  exercise  by reason of the  adjustment
required  by such  event  over and  above the  shares  of Common  Stock or other
property issuable or deliverable upon such exercise before giving effect to such
adjustment;  provided,  however,  that the Company upon request shall deliver to
such holder a due bill or other appropriate  instrument evidencing such holder's
right to receive such additional  shares or other property,  and such cash, upon
the occurrence of the event requiring such adjustment.

         (b)  Statement  Regarding  Adjustments.  Whenever the Warrant  Exercise
Price shall be adjusted as provided in Section 8(a), and upon each change in the
number of shares of the Common Stock issuable upon exercise of this Warrant, the
Company  shall  forthwith  file,  at the office of any  transfer  agent for this
Warrant and at the  principal  office of the  Company,  a  statement  showing in
detail the facts  requiring such  adjustment and the Warrant  Exercise Price and
new number of shares issuable that shall be in effect after such adjustment, and
the Company shall also cause a copy of such  statement to be given to the holder
of this Warrant.  Each such  statement  shall be signed by the  Company's  chief
financial or accounting  officer.  Where appropriate,  such copy may be given in
advance and may be included as part of a notice  required to be mailed under the
provisions of Section 8(c).

                                        8

<PAGE>


         (c) Notice to Holders.  In the event the Company  shall propose to take
any action of the type  described in clause (iii) or (iv) of Section  8(a),  the
Company shall give notice to the holder of this Warrant, in the manner set forth
in Section 11, which notice shall  specify the record date, if any, with respect
to any such  action and the  approximate  date on which  such  action is to take
place. Such notice shall also set forth such facts with respect thereto as shall
be  reasonably  necessary  to indicate  the effect of such action (to the extent
such  effect may be known at the date of such  notice) on the  Warrant  Exercise
Price and the number,  kind or class of shares or other  securities  or property
which shall be  deliverable  upon exercise of this  Warrant.  In the case of any
action  which would  require the fixing of a record  date,  such notice shall be
given at least 10 days  prior  to the date so  fixed,  and in case of all  other
action,  such notice shall be given at least 15 days prior to the taking of such
proposed action.  Failure to give such notice, or any defect therein,  shall not
affect the legality or validity of any such action.

         (d) Current Market Price.  The "Current Market Price" shall mean, as of
any date, the average,  for each of the 20 consecutive  Trading Days immediately
prior to such date,  of either:  (i) the high and low sales prices of the Common
Stock on such Trading Day as reported on the  composite  tape for the  principal
national  securities  exchange on which the Common Stock may then be listed,  or
(ii) if the Common  Stock shall not be so listed on any such  Trading  Day,  the
high and low  sales  prices of Common  Stock in the  over-the-counter  market as
reported by the Nasdaq Stock Market for National Market Securities,  or (iii) if
the Common Shares shall not be included in the Nasdaq Stock Market as a National
Market Security on any such Trading Day, the representative bid and asked prices
at the end of such  Trading Day in such  market as reported by the Nasdaq  Stock
Market or (iv) if there be no such representative  prices reported by the Nasdaq
Stock Market, the lowest bid and highest asked prices at the end of such Trading
Day in the  over-the-counter  market as reported by the OTC Electronic  Bulletin
Board or National  Quotation Bureau,  Inc., or any successor  organization.  For
purposes of determining  Current Market Price, the term "Trading Day" shall mean
a day on which an amount greater than zero can be calculated with respect to the
Common Stock under any one or more of the foregoing  categories (i), (ii), (iii)
and (iv), and the "end" thereof,  for the purposes of categories (iii) and (iv),
shall  mean the exact  time at which  trading  shall  end on the New York  Stock
Exchange.  If the Current  Market  Price cannot be  determined  under any of the
foregoing  methods,  Current Market Price shall mean the fair value per share of
Common Stock on such date as determined by the Board of Directors in good faith,
irrespective of any accounting treatment.

         (e) Treasury  Stock.  For the purposes of this Section 3.1, the sale or
other  disposition  of any Common Stock of the Company  theretofore  held in its
treasury shall be deemed to be an issuance thereof.

         Section 9. Vesting, Termination Without Vesting. This Warrant shall not
be  exercisable  until the date (the  "Vesting  Date") on which the  Company has
completed  an audit of the books and records as of December 31, 2002 and for the


                                       9
<PAGE>

twelve months then ended and received an opinion of Heard, McElroy & Vestal, LLP
regarding the preparation of such financial statements, and shall be exercisable
from and after the Vesting Date only with respect to the following percentage of
the total Warrants represented hereby:

                        Percentage of Total = ($4,497,058- A) - $400,000 x 100
                                              --------------------------------
                                                   $500,000

                        Where:A  =  the  consolidated net pre-tax earning of the
                                    Company for the 12 months ended December 31,
                                    2002,   as   reported  on  the  date  hereof
                                    pursuant  to the audit  performed  by Heard,
                                    McElroy & Vestal LLP

In Example: If the audited  consolidated net pre-tax earnings of the Company for
the 12 months ended December 31, 2002,  were adjusted to $3,997,059 the warrants
shall be exercisable as follows:

Percentage  of Total =  ($4,497,058-$3,997,059)-400,000  x 100 =  19.99%  of the
Warrants issued hereunder $500,000

Provided,  however,  that in no event shall the percentage of the total pursuant
to the forgoing  formula exceed 100%. Any Warrants that do not vest as set forth
in this Section on the Vesting Date shall be deemed to be void and of no further
force or effect.

         Section 10.  Lost,  Stolen,  Mutilated or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed,  the Company shall, on receipt
of an indemnification undertaking,  issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.

         Section  11.   Notice.   Any  notices,   consents,   waivers  or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


                                       10
<PAGE>


                  If to the Company:

                  RTIN Holdings, Inc.
                  3218 Page Rd.
                  Longview, Texas 75605
                  Telephone:        903-295-6800
                  Facsimile:        903-234-9777
                  Attention:        Curtis A. Swanson

                  If to the holder of this Warrant:  at the address on the books
                  and records of the Company.

or to such other address and/or facsimile number and/or to the attention of such
other person as the recipient  party has specified by prior written notice given
to each  other  party  five days  prior to the  effective  date of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by  a  nationally  recognized  overnight  delivery  service  shall  be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

         Section  12.  Amendments.  This  Warrant  and any  term  hereof  may be
changed,  waived,  discharged,  or  terminated  only by an instrument in writing
signed by the party or holder hereof  against which  enforcement of such change,
waiver, discharge or termination is sought.

         Section 13.  Limitation on Number of Warrant Shares.  The Company shall
not be  obligated to issue any Warrant  Shares upon  exercise of this Warrant if
the  issuance of such  shares of Common  Stock would cause the Company to exceed
that number of shares of Common Stock which the Company may issue upon  exercise
of this Warrant (the "Exchange Cap") without breaching the Company's obligations
under the rules or regulations of Principal Market,  except that such limitation
shall  not apply in the event  that the  Company  obtains  the  approval  of its
stockholders  as  required by the  Principal  Market (or any  successor  rule or
regulation) for issuances of Common Stock in excess of such amount. In the event
the  Company  is  prohibited  from  issuing  Warrant  Shares  as a result of the
operation  of this Section 13, the Company  shall redeem for cash those  Warrant
Shares which can not be issued,  at a price equal to the difference  between the
Market Price and the Exercise Price of such Warrant Shares as of the date of the
attempted exercise.

         Section 14. Date. This Warrant, in all events, shall be wholly void and
of no effect after 11:59 PM Central  Time on the  Expiration  Date,  except that
notwithstanding  any other provisions  hereof, the provisions of Section 7 shall
continue in full force and effect  after such date as to any  Warrant  Shares or
other securities issued upon the exercise of this Warrant.


                                       11
<PAGE>


         Section 15.  Amendment and Waiver.  The  provisions of this Warrant may
only be  amended  upon a written  instrument  executed  by the  Company  and the
holders hereof.

         Section  16.  Descriptive  Headings;  Governing  Law.  The  descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Texas  shall  govern all  issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal  laws of the State of Texas,  without  giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Texas or any other  jurisdictions)  that would cause the application of the laws
of any jurisdictions other than the State of Texas.

         Section 17. Successors and Assigns.  This Warrant shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns,  including any purchasers of this Warrant. The Company shall not assign
this Warrant or any rights or  obligations  hereunder  without the prior written
consent of the holder of this  Warrant,  including by merger,  consolidation  or
reorganization.  The holder of this Warrant may assign some or all of its rights
hereunder to (i) without the consent of the  Company,  any person or entity who,
immediately  prior  to  such  assignment,  is an  affiliate  of such  holder  (a
"Permitted  Assignee")  and (ii) with the prior written  consent of the Company,
which consent shall not be unreasonably  withheld, to any person or entity which
is not a Permitted Assignee;  provided,  however, that any such assignment shall
not release the holder of this Warrant  from its  obligations  hereunder  unless
such  obligations  are assumed by such assignee and the Company has consented to
such  assignment  and  assumption,  which  consent  shall  not  be  unreasonably
withheld.  Notwithstanding anything to the contrary contained herein, the holder
of this  Warrant  shall be entitled to pledge the this Warrant and the shares of
Common Stock  issuable upon  exercise of this Warrant in connection  with a bona
fide margin account.


                               RTIN HOLDINGS, INC.



                               By:
                                  ----------------------------------------------
                                        Name:    Curtis A. Swanson
                                        Title:   President



                                       12
<PAGE>



                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                               RTIN HOLDINGS, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the  shares of Common  Stock  ("Warrant  Shares")  of RTIN
Holdings,  Inc., a Texas corporation (the "Company"),  evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

                  ____________    a    CASH    EXERCISE    with    respect    to
                                  _______________________ Warrant Shares; and/or

                  ____________    a    CASH    EXERCISE    with    respect    to
                                  _______________________ Warrant Shares (to the
                                  extent permitted by the terms of the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Dated:  _________, ____


Printed Name:     ___________________________________

         By:      ___________________________________
                  Name:
                  Title:


                                       13
<PAGE>



                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of the  capital  stock  of RTIN  Holdings,  Inc.,  a Texas
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________, ____

                                            Name:



                                            ____________________________________

                                            By: ________________________________


                                       14