EXHIBIT 4.5

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 C 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



                                       2
<PAGE>


transfer or (B) by notifying  the Company  that this Warrant is being  exercised
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:


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<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
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


                                       4
<PAGE>

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
this Warrant, the holder shall, if requested by the Company, confirm in writing,


                                       5
<PAGE>

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:


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<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


                                       7
<PAGE>

securities  or property of the Company to which a holder of the number of shares
of Common 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) Special  Adjustment  for 2003 Pre-tax  Earnings.
The  Warrant  Exercise  Price  shall be  decreased  by $.05 per  share  for each
$100,000 that the  consolidated  net pre-tax  earnings of the Company for the 12
months ending December 31, 2003, after  elimination of all revenue from the sale
of market  territories and all  nonrecurring  income,  is less than  $4,800,000;
provided,  however, that in no event shall the Warrant Exercise Price be reduced
below $.50 per share (as adjusted  pursuant to the other  subparagraphs  of this
Section 8) as a result of this subparagraph.

                           (vii) 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.

                           (viii) 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.


                                       8
<PAGE>


                  (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).

                  (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


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<PAGE>

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 files
its annual  report on Form 10-KSB for the fiscal year ending  December 31, 2003,
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 =     $4,800,000 - A x 100
                                            --------------
                                               $2,500,000

                          Where A = consolidated  net  pre-tax  earnings  of the
                                    Company  for the 12 months  ending  December
                                    31,  2003 after  elimination  of all revenue
                                    from the sale of market  territories and all
                                    nonrecurring income.

In Example:  Should the consolidated net pre-tax earnings of the Company for the
12 months ended  December 31, 2003,  be reported as $4,000,000  the  exercisable
warrants shall be computed as follows:

Percentage  of  Total =  $4,800,000-$4,000,000  x 100 = 32.00%  of the  Warrants
issued hereunder         -----------------------------
                         $2,500,000

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.


                                       11
<PAGE>


         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.

         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    CASHLESS     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.


Date: _______________ __, ______



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:  _______________________________






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