ARTICLES/CERTIFICATE OF CORRECTION

This correction by the undersigned  corporation,  limited liability company,  or
out-of-state  financial  institution is submitted pursuant to article 1302-7.01,
Texas Miscellaneous  Corporation Laws Act. In the case of a limited partnership,
this  certificate of correction is made pursuant to section 2.13,  Texas Revised
Limited  Partnership  Act.  The  undersigned  entity seeks to correct a document
which is an inaccurate  record of the entity  action,  contains an inaccurate or
erroneous  statement,  or  was  defectively  or  erroneously  executed,  sealed,
acknowledged or verified, and for this purpose states the following.

                                   ARTICLE ONE

The name of the entity is RTIN HOLDINGS, INC.

                                   ARTICLE TWO

The  document to be  corrected  is the First  Amended and  Restated  Articles of
Incorporation that was filed in the Office of the Secretary of State on December
10, 2001.

                                  ARTICLE THREE

The inaccuracy, error, or defect to be corrected is:

1.   (a) the aggregate  number of shares the Corporation is authorized to issue,
     (b) the par value of the common stock,  (c) the aggregate  number of shares
     of preferred  stock, and (d) the par value of the preferred stock set forth
     in the second paragraph of Article I, Section A.2;


2.   the number of shares  entitled  to vote and the number of shares  voted for
     and against the amendments to the Articles of  Incorporation  in Article I,
     Section C;

3.   the stated capital in Article I, Section E; and

4.   (a) the aggregate  number of shares the Corporation is authorized to issue,
     (b) the  aggregate  number of shares of  preferred  stock,  and (c) the par
     value of the preferred stock set forth in Article III.

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                                  ARTICLE FOUR

As corrected,  the  inaccurate,  erroneous,  or defective  sections of the First
Amended and Restated Articles of Incorporation read as follows:

The  second  paragraph  of  Article  I,  Section  A.2.  reads as  follows in its
entirety:

     The aggregate  number of shares which the Corporation  shall have authority
     to  issue  is  thirty-five  million  (35,000,000)  shares,   consisting  of
     twenty-five  million  (25,000,000)  shares of Common Stock, par value $0.01
     per share,  and ten million  (I0,000,000)  shares of Preferred  Stock,  par
     value $.10 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:

Article I, Section C. reads as follows in its entirety:

     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:

                                      Number of Common Shares:
                              ---------------------------------------------------------
                                              Entitled to      Voting         Voting
                              Outstanding        Vote           For           Against
                              ------------   ------------   ------------   ------------
<S>                           <C>            <C>            <C>            <C>
     Change of Name            50,000,000     50,000,000     46,690,000          85,000
     Reverse Split             50,000,000     50,000,000     35,280,000      11,495,000
     Increase in Capital       50,000,000     50,000,000     35,095,000      11,680,000

                                          Number of Preferred Shares, Series B:
                              ---------------------------------------------------------
                                              Entitled to      Voting        Voting
                              Outstanding        Vote           For          Against
                              ------------   ------------   ------------   ------------
     Change of Name             1,000,000      1,000,000      1,000,000          0
     Reverse Split              1,000,000      1,000,000      1,000,000          0
     Increase in Capital        1,000,000      1,000,000      1,000,000          0
</TABLE>

Article I, Section E. reads as follows in its entirety:

     The stated  capital of the  Corporation  is decreased  from  $1,500,000  to
     $1,250,000 as a result of this amendment.

The second  paragraph  of Article Four set forth in Article III reads as follows
in its entirety:

     The aggregate  number of shares which the Corporation  shall have authority
     to  issue  is  thirty-five  million  (35,000,000)  shares,   consisting  of
     twenty-five million (25,000,000)shares of Common Stock, par value $0.01 per

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     share,  and ten million  (10,000,000)  shares of Preferred Stock, par value
     $.10 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:


RTIN HOLD

By. /s/ Curtis A. Swanson
   ------------------------
Curtis A. Swanson President