First Amended and Restated
                            Articles of Incorporation
                                       of
                               RTIN HOLDINGS, INC.
                (formerly, Restaurant Teams International, Inc.)
                                the "Corporation

                                       I.

A.   These  First  Amended  aid  Restated  Articles  of  Incorporation  make the
     following  amendments,  each of which has been effected in conformity  with
     the provisions of the Texas Business Corporation Act, as amended:

     1.  Article  One of the  Articles  of  Incorporation  is amended to read as
     follows in its entirety:

                                   Article One

The name of the Corporation is RTIN Holdings, Inc.

     2.  Article  Four of the  Articles of  Incorporation  is amended to read as
     follows in its entirety:

                                  Article Four

     One share of Common  Stock,  par value $.O1 per share,  of the  Corporation
shall be issued for each 50 shares of Common Stock, par value $.01 per share, of
the Corporation issued and outstanding as of the date hereof.

     The aggregate  number of shares which the Corporation  shall have authority
to issue is fifty million (50,000,000) shares, consisting of twenty-five million
(25,000,000)  shares of Common Stock, par value $0.50 per share, and twenty-five
million  (25,000,000)  shares of Preferred  Stock,  par value $0.01 per share. A
description of the different classes of stock of the Corporation and a statement
of  the   designations  and  the  powers,   preferences  and  rights,   and  the
qualifications, limitations or restrictions thereof, in respect of each class of
such stock are as follows:

     The Preferred  Stock may be issued from time to time in one or more series.
     The terms of a series,  including all rights and  preferences,  shall be as
     specified  in  the  resolution  or  resolutions  adopted  by the  Board  of
     Directors  designating  such series,  which  resolution or resolutions  the
     Board of Directors is hereby expressly authorized to adopt. Such resolution
     or  resolutions  with respect to a series shall  specify all or such of the
     rights  or  preferences  of such  series as the  Board of  Directors  shall
     determine, including the following, if applicable: (a) the number of shares
     to constitute such series and the distinctive  designation thereof; (b) the
     dividend or manner for determining the dividend payable with respect to the
     shares of such  series  and the date or dates from  which  dividends  shall
     accrue, whether such dividends shall be cumulative, and, if cumulative, the
     date or dates from which dividends shall  accumulate and whether the shares
<PAGE>


     in such series shall be entitled to  preference  or priority over any other
     series of stock of the  Corporation  with respect to payment of  dividends;
     (c) the terms and  conditions,  including price or a manner for determining
     the price,  of  redemption,  if any, of the shares of such series;  (d) the
     terms and  conditions  of a  retirement  or sinking  fund,  if any, for the
     purchase or redemption  of the shares of such series;  (e) the amount which
     the shares of such series  shall be  entitled  to  receive,  if any, in the
     event of any liquidation,  dissolution or winding up of the Corporation and
     whether  such shares  shall be entitled to a  preference  or priority  over
     shares of another  class or series  with  respect to  amounts  received  in
     connection  with  any  liquidation,   dissolution  or  winding  up  of  the
     Corporation;  (f) whether the shares of such  series  shall be  convertible
     into, or  exchangeable  for, shares of stock of any other class or classes,
     or any other series of the same or any other class or classes of stock,  of
     the  Corporation  and the terms and  conditions  of any such  conversion or
     exchange;  (g) the voting rights, if any, of shares of stock of such series
     in addition to those  granted  herein;  (h) the status as to  reissuance or
     sale of shares of such series redeemed,  purchased or otherwise reacquired,
     or surrendered to the Corporation upon  conversion;  (i) the conditions and
     restrictions, if any, on the payment of dividends or on the making of other
     distributions  on, or the purchase,  redemption or other acquisition by the
     Corporation  or any  subsidiary,  of  any  other  series  of  stock  of the
     Corporation  ranking  junior  to  such  shares  as  to  dividends  or  upon
     liquidation; (j) the conditions, if any, on the creation of indebtedness of
     the Corporation, or any subsidiary; and (k) such other preferences, rights,
     restrictions and qualifications as the Board of Directors may determine.

     Except as otherwise  provided in any resolution or  resolutions  adopted by
     the Board of Directors  providing for the issuance of a series of Preferred
     Stock,  the Common Stock shall (a) have the  exclusive  voting power of the
     Corporation; (b) entitle. the holders thereof to the voting right described
     herein at all meetings of the stockholders of the Corporation;  (c) entitle
     the holders to share ratably,  without  preference over any other shares of
     the  Corporation  in all  assets  of the  Corporation  in the  event of any
     dissolution,  liquidation or winding up of the Corporation; and (d) entitle
     the record  holders  thereof on such record dates as are  determined,  from
     time to time, by the Board of Directors to receive such dividends,  if any,
     if, as and when declared by the Board of Directors.

B.   The foregoing  amendments to the Articles of Incorporation  were adopted by
     the shareholders of the Corporation on December 6, 2001.

C.   The number of shares  outstanding,  the number of shares  entitled to vote,
     and the number of shares voted for and, against the foregoing amendments by
     each class of outstanding security is:

<PAGE>


                                           Number of Common Shares:
                         -------------------------------------------------------

                                         Entitled to     Voting        Voting
                         Outstanding        Vote           For         Against
                         -----------     -----------   -----------   -----------
Change of Name            50,000,000      50,000,000    46,688,631        85,000
Reverse Split             50,000,000      50,000,000    35,280,323    11,437,220
Increase in Capital       50,000,000      50,000,000    35,095,793    11,590,528

D.   The shares of Common  Stock issued and  outstanding  as of the date of thus
     amendment  will be exchanged for new shares of Common Stock as the same are
     presented for transfer or upon request of the record  shareholder  thereof.
     Fractional shares shall be rounded to the nearest whole share.

E.   The  stated  capital of the  Corporation  is  decreased  from  $750,000  to
     $500,000 as a result of this amendment.

                                       II.

These First Amended and Restated Articles of Incorporation accurately copies the
Articles of Incorporation  and all amendments  thereto that are in effect to the
date hereof and as further amended by these First Amended and Restated  Articles
of  Incorporation  and contains no other change in any provision except that the
number of  directors  and names and  addresses  of the  persons  now  serving as
directors  have been  inserted  in lieu of similar  information  concerning  the
initial  board of directors  and the name and address of the  incorporator  have
been omitted.

                                      III.

The text of the entire First Amended and Restated  Articles of  Incorporation of
the Corporation is:



                                   ARTICLE ONE
                                   -----------

The name of the corporation is "RTIN Holdings, Inc."

                                   ARTICLE TWO
                                   -----------

The period of its duration is perpetual.

                                  ARTICLE THREE
                                  -------------

The  corporation  is  organized  for the  purpose of engaging in any lawful act,
activity and/or business for which a corporation may be organized under the Act.

<PAGE>

                                  ARTICLE FOUR
                                  ------------


     One new share of Common Stock, par value $.01 per share, of the Corporation
shall be issued for each 50 shares of Common Stock, par value $.O1 per share, of
the Corporation authorized or issued and outstanding as of December 17, 2001.

     The aggregate  number of shares which the Corporation  shall have authority
to  issue is fifty  million  (50,000,000)  shares,  consisting,  of  twenty-five
million  (25,000,000)  shares of Common  Stock,  par value $0.01 per share,  and
twenty-five million  (25,000,000) shares of Preferred Stock, par value $0.01 per
share. A description of the different  classes of stock of the Corporation and a
statement of the  designations and the powers,  preferences and rights,  and the
qualifications, limitations or restrictions thereof, in respect of each class of
such stock are as follows:

     The Preferred  Stock may be issued from time to time in one or more series.
     The terms of a series,  including all nights and  preferences,  shall be as
     specified  in  the  resolution  or  resolutions  adopted  by the  Board  of
     Directors  designating  such series,  which  resolution or resolutions  the
     Board of Directors is hereby expressly authorized to adopt. Such resolution
     or  resolutions  with respect to a series shall  specify all or such of the
     rights  or  preferences  of such  series as the  Board of  Directors  shall
     determine, including the following, if applicable: (a) the number of shares
     to constitute such series and the distinctive  designation thereof; (b) the
     dividend or manner for determining the dividend payable with respect to the
     shares of such  series  and the date or dates from  which  dividends  shall
     accrue, whether such dividends shall be cumulative, and, if cumulative, the
     date or dates from which dividends shall  accumulate and whether the shares
     in such series shall be entitled to  preference  or priority over any other
     series of stock of the  Corporation  with respect to payment of  dividends;
     (c) the teens and  conditions,  including price or a manner for determining
     the price,  of  redemption,  if any, of the shares of such series;  (d) the
     terms and  conditions  of a  retirement  or sinking  fund,  if any, for the
     purchase or redemption  of the shares of such series;  (e) the amount which
     the shares of such series  shall be  entitled  to  receive,  if any, hi the
     event of any liquidation,  dissolution or winding up of the Corporation and
     whether  such shares  shall be entitled to a  preference  or priority  over
     shares of another  class or series  with  respect to  amounts  received  in
     connection  with  any  liquidation,   dissolution  or  winding  up  of  the
     Corporation;  (f) whether the shares of such  series  shall be  convertible
     into, or  exchangeable  for, shares of stock of any other class or classes,
     or any other series of the same or any other class or classes of stock,  of
     the  Corporation  and the terms and  conditions  of any such  conversion or
     exchange;  (g) the voting rights, if any, of shares of stock of such series
     in addition to those granted herein; (h) the status as to reissuance or sae
     of shares of such series redeemed,  purchased or otherwise  reacquired,  or
     surrendered  to the  Corporation  upon  conversion;  (i) the conditions and
     restrictions, if any, on the payment of dividends or on the making of other
     distributions  on, or the purchase,  redemption or other acquisition by the
     Corporation  or any  subsidiary;  of  any  other  series  of  stock  of the
     Corporation  ranking  junior  to  such  shares  as  to  dividends  or  upon
     liquidation; (j) the conditions, if any, on the creation of indebtedness of
     the Corporation, or any subsidiary; and (k) such other preferences, rights,
     restrictions and qualifications as the Board of Directors may determine.

<PAGE>

     Except as otherwise  provided in any resolution or  resolutions  adopted by
     the Board of Directors  providing for the issuance of a series of Preferred
     Stock,  the Common Stock shall (a) have the  exclusive  voting power of the
     Corporation;  (b) entitle the holders thereof to the voting right described
     herein at all meetings of the stockholders of the Corporation;  (c) entitle
     the holders to share ratably,  without  preference over any other shares of
     the  Corporation  in all  assets  of the  Corporation  in the  event of any
     dissolution,  liquidation or winding up of the Corporation; and (d) entitle
     the record  holders  thereof on such record dates as are  determined,  fiom
     time to time, by the Board of Directors to receive such dividends,  if any,
     if, as and when declared by the Board of Directors

                                  ARTICLE FIVE
                                  ------------

     No  shareholder  shall have any  preemptive  rights to acquire  unissued or
treasury shares of the corporation.

                                   ARTICLE SIX
                                   -----------


     No  shareholder  shall be entitled to cumulate his votes at any election of
the directors of the corporation.

                                  ARTICLE SEVEN
                                  -------------


     The  corporation  will not commence  business until it has received for the
issuance  of its  shares  consideration  equal  to or  exceeding  the  value  of
$1,000.00, consisting of money, labor done, or property actually received.



                                  ARTICLE EIGHT
                                  -------------

     The address of its initial registered office is 2804 Judson Road, Longview,
Texas 75601. The name of its initial registered agent at such address is Stanley
L. Swanson.



                                  ARTICLE NINE
                                  ------------

The name and address of each director is:

                       Stanley L. Swanson
                       2804 Judson Road
                       Longview, Texas 75601

                       Curtis A. Swanson
                       2804 Judson Road
                       Longview, Texas 75601

                       Owen Gilbert
                       2804 Judson Road
                       Longview, Texas 75601

<PAGE>

                       Ann E. Rau
                       71092 Riverside Drive
                       Covington, Louisiana 70433

                                   ARTICLE TEN
                                   -----------

     A  director  of the  corporation  shall  not be  personally  liable  to the
corporation or its  shareholders for monetary damages for any act or omission in
his capacity as a director, except to the extent a statute of the State of Texas
expressly precludes  elimination or limitation of such personal  liability.  Any
repeal or modification on this Article shall be prospective  only, and shall not
adversely  affect any limitation of the personal  liability of a director of the
corporation existing at the time of the repeal or modification.

                                 ARTICLE ELEVEN
                                 --------------

     Any  action  required  to be taken at any  annual  or  special  meeting  of
shareholders of the corporation,  or any action which may be taken at any annual
or special meeting of the shareholders,  may be taken without a meeting, without
prior notice,  and without a vote, if a consent or consents in writing,  setting
fort the  action so taken,  shall be signed by the  holder or  holders of shares
having not less than the minimum  number of votes that would be  necessary  to j
take such  action at a meeting at which the  holders of all shares  entitled  to
vote on the action were present and vote.

Executed this 7th day of December 2001.
RTIN Holdings, Inc.

By: Curtin A. Swanson
    -----------------
    Curtis A. Swanson
    President


<PAGE>


Corporations Section                                          Gwyn Shea
P.O.Box 13697                                                 Secretary of State
Austin, Texas 78711-3697

                        Office of the Secretary of State

                            CERTIFICATE OF CORRECTION

                                       OF

                               RTIN HOLDINGS, INC.
                                    137154300


The undersigned,  as Secretary of State of Texas, hereby certifies that Articles
of  Correction  have been received in this office and have been found to conform
to law.

ACCORDINGLY  the  undersigned,  as  Secretary  of  State,  and by  virtue of the
authority  vested in the  Secretary by law,  hereby issues this  Certificate  of
Correction.

Dated: 01 /24/2002

Effective: 01/24/2002






                                                  /s/ Gwyn Shea
                                                  -------------
[SEAL OMITTED]                                    Gwyn Shea
                                                  Secretary of State



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