RTIN Holdings, Inc

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International Guild of Hospitality & Restaurant Managers

3218 Page Rd.
Longview , TX 75605

Phone: (903) 295-6800

RTIN Holdings, Inc., incorporated in May 1990, is a multi-concept holding company specializing in the pharmaceutical segment, and an owner and operator of one full-service restaurant under the Street Talk Cafe trade name in The Colony, Texas . The Company operates two subsidiaries, Safe Med Systems, Inc. (Safe Med), a technology division that oversees the duplication and enhancement of RTIN's systems, and Safescript Pharmacies, Inc. (Safescript), a retail pharmacy division that focuses on the pain management sector of the retail pharmacy industry, and will also be the preferred pharmacy provider for Safe Med.

In December 2001, the Company acquired MedEx Systems, Inc. (MedEx) and Pegasus Pharmacy, Inc. (Pegasus), two New Orleans-based corporations specializing in the electronic transmission of prescriptions from physicians directly to a preferred pharmacy provider. On March 8, 2002, as a result of various irreconcilable circumstances between RTIN and management of the two subsidiaries, the Company signed a settlement and separation agreement (the Separation Agreement) in which ownership of MedEx and Pegasus was returned to the original owners, and the Company received a perpetual, paid-up license to utilize, improve, resell and distribute the technology within a protected territory in the United States, consisting of 158 consolidated metropolitan statistical areas (CMSAs) in the United States and all international rights. As a result of the Separation Agreement, RTIN formed Safe Med and Safescript.

Pharmaceutical Segment

The Safescript division focuses on servicing the pain management sector of the medical community. Its pharmacies do not promote any non-pharmaceutical sales and focuses exclusively on the distribution of medications from scripts generated by the Safe Med technology. The Safescript division opened one Safescript Pharmacy in Longview , Texas , on April 15, 2002 , and a second lease has been secured for a location in Tyler , Texas , with an expected opening of May 29, 2002 . The Safescript division has targeted 19 pharmacies to be opened in 2002.

On March 26, 2002 , the Company sold the rights to market and operate the Safescript Pharmacy model on the West Coast of the United States to RxSystems, Inc, a Nevada Corporation. RxSystems, Inc. has scheduled the opening of 10 pharmacy units in 2002. For each pharmacy RxSystems, Inc. opens, Safescript will be paid a one-time fee and will receive an ongoing royalty of 2% of gross sales from each pharmacy. Likewise, Safe Med will also receive a fee for each pharmacy opened by RxSystems, Inc. and an ongoing royalty of 2% of gross sales. Safescript purchases the majority of its pharmaceutical products, supplies and equipment from McKesson HBOC and Meridian Pharmaceuticals, Inc., wholesalers of pharmaceutical products.

The Safe Med division is focusing on duplicating and improving the technology it acquired pursuant to the Separation Agreement. The primary objective is to improve on the technology in a manner that will keep the product simple, while adding additional features that the physicians desire. In addition to servicing the Safescript division, Safe Med is also exploring additional vertical market uses for the Safe Med technology products. Safe Med has entered into one beta agreement with The Letco Companies, a pharmaceutical holding company of Decatur, Alabama, for the purpose of testing whether the product can be utilized by Safescript Pharmacy and a traditional pharmacy in the same market.

In December 2002, the Company, through its subsidiaries Safescript Pharmacies, Inc. and SafeMed Systems, Inc., sold its territories in Iowa, Arkansas, Oklahoma, Illinois, Kansas, Nebraska and Missouri to Mid-American Pharmacies, Inc. The number of Safescript Pharmacies covered by this license agreement is 28 new units.

Restaurant Segment

The Company operates one full-service restaurant under the trade name Street Talk Cafe in The Colony, Texas . RTIN's restaurant offers a variety of food items, including a wide selection of sandwiches, salads, pizzas, steaks, seafood, Tex-Mex and other food items and desserts. The majority of the Company's food items are prepared to order using fresh meats, cheeses and vegetables. While the restaurant offers full-service casual dining, the menus are designed to permit quick food preparation. The restaurant also offers take-out service.

In February 2000, RTIN acquired the assets of Tanner's Original Rotisserie Grill (Tanner's), an eight-unit restaurant chain located in Atlanta , Georgia . Four of the Tanner locations were sold in 2000, and the other four were sold in February of 2001.

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