Exhibit No. 4.5
Intile Designs, Inc.
Form 10-KSB/ 1997
File No. 33-49854-A

                     SUBSCRIPTION AGREEMENT
                      AND INVESTMENT LETTER

______________
Date

To the Board of Directors
lntile Designs, Inc.
9716 Old Katy Road
Suite 110
Houston, Texas 77055

Re:  Subscription to Purchase Units
     of Intile Designs, Inc.

Gentlemen:

This  will  acknowledge  that the undersigned  hereby  agrees  to
irrevocably purchase from Intile Designs, Inc. (the "Company"  or
"lntile"),  a  corporation formed in July 1991 and now  organized
under the laws of the State of Delaware, ________________ unit(s)
(collectively the "Units") at a price of $50,000 per Unit.   Each
Unit  consists of 150,000 shares (collectively the  "Shares")  of
the  Company's  common stock, par value $0.0001 per  share,  (the
"Common Stock")

The Unit(s) to be purchased by the undersigned is (are) part of a
private  placement of securities (the "Offering") by the  Company
of  up  to  47  Units  which is being made  only  to  "accredited
investors" as defined herein on a five Unit minimum or none to 47
Unit  maximum best efforts basis by the Company through  February
28, 1997.  Based thereon, if five Units are not sold and paid for
on  or  prior  to February 28, 1997 (unless extended as  provided
below),  the  Offering will not become effective  and  all  funds
collected  from  subscribers will be promptly  returned  to  them
without  interest  thereon or deduction therefrom.   The  Company
reserves  the  right  to sell fractions of  a  Unit.   All  funds
collected from subscribers pending consummation or termination of
the  Offering  as  set forth herein will be held  in  the  escrow
account described below.

If  all of the Units are sold, the Company will receive aggregate
gross  proceeds of $2,350,000 less the expenses of this  Offering
which   management  estimates  will  be  approximately  $335,000,
including  the fee and expense allowance payable to  Coleman  and
Company Securities, Inc. ("Coleman") described below.  Coleman, a
member of the New York Stock Exchange, is acting as the placement
agent  for  the Company in placing this Offering.   The  Offering
will  terminate on the sooner to occur of the sale of all of  the
Units or February 28, 1997, unless extended for an additional  30
days by the mutual consent of the Company and Coleman.

The  undersigned understands that the information provided to him
with  respect to the Company has not been independently  verified
by Coleman. Accordingly, there is no representation by Coleman as
to the completeness or accuracy or such information.

Coleman  will  receive a fee equal to 10% and  a  non-accountable
expense allowance equal to 3% of the aggregate purchase price  of
the Units sold.  Ehud D. Laska, a former director of the Company,
is  also a principal of Coleman.  Neither the Company nor Coleman
has obtained any independent opinion relating to the fairness  of
the  terms  of this Offering or the compensation to  be  paid  to
Coleman  for the services it will render in connection  herewith.
Mr. Laska owns warrants to purchase 20,000 shares of Common Stock
at $1.80.

Payment  for  the  Units  shall  be  made  by  check  payable  to
"Citibank,  N.A.-  Intile  Designs,  Inc.   Escrow  Account"  and
delivered  to  Coleman, together with an executed  copy  of  this
Subscription  Agreement and Investment Letter and  the  Purchaser
Questionnaire appended hereto as EXHIBIT A.  Payment may be  made
by  wire  transfer pursuant to instructions available on  request
from Coleman.

A  forbearance  agreement  between the Company  and  its  primary
lender, NationsBank of Texas (the "Bank"), expired on January 20,
1997. Accordingly, the balance of the debt owed by the Company to
the  Bank  in  the  amount  of  approximately  $4.78  million  is
currently due and payable in full.  This debt is secured  by  all
of the Company's Inventory and accounts receivable.  The Bank has
Informed  the  Company  that It does  not  Intend  to  renew  the
agreement  and  has  sent  a  letter  demanding  payment  of  the
aforesaid  balance.  Intile is currently attempting to  secure  a
payment  extension and/or an alternative credit facility.   There
can  be no assurance that such an extension or alternative credit
facility can be obtained on acceptable terms, if at all.   If  It
is  unable to do so, the Company most likely will be required  to
seek   protection  under  applicable  bankruptcy  laws  or  cease
operations.  In either event, the undersigned understands that he
will lose is entire investment.

Intile  intends to seek stockholder approval for a one for  three
reverse  split  (the "Reverse Split") of its Common  Stock  after
which,  assuming all of the Units offered hereby are sold,  there
will be approximately 5.85 shares of Common Stock outstanding  on
a  fully diluted basis, including approximately 2,566,000  shares
reserved  for  issuance  pursuant  to  the  conversion   of   the
subordinated notes issued in connection with a private  financing
(the "Prior Private Financing") described below, and the exercise
of currently outstanding options and warrants, including warrants
issued in the Prior Private Financing.

In  August  1996  Intile  sold  16 units  in  the  Prior  Private
Financing  pursuant to which it obtained gross proceeds  of  $1.6
million.   Each  unit  consisted  of  (i)  a  subordinated   note
(collectively the "Notes") in the principal amount  of  $100,000;
and  (ii) 50,000 warrants (the "Warrants"), each to purchase  one
share  of Common Stock at a price of $0.25 per share for a period
of  seven years.  The Notes, which are currently convertible into
Common Stock at the rate of $1.50 per share, bear annual interest
at  the  rate  of 12%.  This rate will increase by  2%  each  six
months, up to a maximum of 18%, until the shares of Common  Stock
underlying the Notes and the warrants are registered.  A  portion
of  the proceeds to be obtained from this Offering ($48,000) will
be  used  to  pay  currently due interest on the Notes.   Coleman
acted as the placement agent for the Prior Private Financing and,
in connection therewith, was granted 80,000 Warrants.

For  a  period  of  20 calendar days after the Reverse  Split  is
effected, the Company intends to (i) reduce the conversion  price
of  the  Notes  to  $1.00  per share so  that  the  $1.6  million
principal  amount  of  the  Notes will  be  convertible  into  an
aggregate  of  1.6 post split shares of Common  Stock;  and  (ii)
reduce the Warrant exercise price to $0.25 per share so that  the
Warrants will be exercisable for an aggregate of 800,000  million
post  split  shares of Common Stock.  If the Notes are  converted
the Company will be required to write off the placement costs  of
the  Prior  Private  Financing, which  approximate  $196,000,  an
amount which it is currently amortizing through August 2005,  the
Note maturity date.

The  undersigned  understands that the Company and  Coleman  have
entered  into a letter of intent dated September 17, 1996,  which
provides,  in  part, that Coleman may, but is not  obligated  to,
undertake  to sell securities of the Company for its own  account
("Firm   Underwriting")  in  a  public  offering   (the   "Public
Offering")  subsequent to the completion of this  Offering.   The
Company  is  obligated  to include in any registration  statement
("Registration  Statement") to be filed with the  Securities  and
Exchange  Commission (the "Commission") relating  to  the  Public
Offering,  all  of the Shares offered hereby and  the  shares  of
Common   Stock   underlying  the  Note  and  the  Warrants   (the
"Underlying  Shares").   The  undersigned  acknowledges  that  no
assurance can be given that the Registration Statement, if filed,
will  be declared effective by the Commission or, if it is,  that
the   Public   Offering  will  ever  be  successfully  completed.
Accordingly, he warrants and represents to the Company that he is
purchasing  the  Units without relying on the occurrence  of  the
Public Offering.

If  the Registration Statement is not declared effective by  June
30,  1997, the holders of a majority of the Shares offered hereby
shall  have  the  right, on one occasion only through  two  years
after  the  date of the closing of this Offering, to demand  that
the  Company register the Shares with the Commission and use  its
best   efforts  to  have  such  registration  statement  declared
effective.   The  Company  will also grant  the  Unit  purchasers
unlimited  "piggy back" registration rights with respect  to  the
Shares.   The  Note and Warrant holders also have certain  demand
and   "piggy  back"  registration  rights  with  respect  to  the
Underlying Shares.

The  undersigned acknowledges that the Units, and the  underlying
Shares  (the "Underlying Securities") he is purchasing, have  not
been  registered under the Securities Act of 1933 (the "Act")  or
qualified  under applicable state securities laws  and  that  the
transferability   thereof  is  restricted  by  the   registration
provisions of the Act as well as such state laws.  Based upon the
representations  and agreements being made  by  him  herein,  the
Units and Underlying Securities are being sold to him pursuant to
an  exemption from such registration provided by Section 4 (2) of
the   Act  and  applicable  state  securities  law  qualification
exemptions.  The undersigned further acknowledges that the  basis
for  these  exemptions may not be available  if,  notwithstanding
such   representations,   he  intends  merely   acquiring   these
securities  for a fixed or determinable period in the future,  or
for  a market rise, or for sale if the market does not rise.  The
undersigned  represents and warrants that he does  not  have  any
such  intention.   The undersigned agrees that the  documentation
representing  the  Underlying  Securities  will  bear  a   legend
indicating  that  transfer of these securities is  restricted  by
reason  of  the  fact that they have not been  so  registered  or
qualified.

The  undersigned represents that he is acquiring  the  Units  and
Underlying Securities solely for his own account as principal and
not  as a nominee or agent, for investment purposes only and  not
with  a view to resale or other distribution or fractionalization
thereof,  nor  with  the  intention of selling,  transferring  or
otherwise disposing of all or any part of such securities for any
particular event or circumstance, except selling, transferring or
disposing  of  them  upon  full compliance  with  all  applicable
provisions of the Act, the Securities Exchange Act of  1934  (the
"Exchange  Act"),  the Rules and Regulations promulgated  by  the
Commission thereunder, and any applicable state securities  laws.
The  undersigned  further understands and  agrees  that  (i)  the
securities  may be sold only if they arc subsequently  registered
under the Act and qualified under any applicable state securities
laws  or,  In the opinion of the Company's counsel, an  exemption
from  Such registration and qualification is available; (ii)  any
routine sales of securities made in reliance upon Rule 144 can be
made  only in the amounts set forth in and pursuant to the  other
terms  and  conditions, including applicable holding periods,  of
that Rule; and (iii) the Company is under no obligation to assist
him  in complying with any exemption from registration under  the
Act,  or,  except as otherwise set forth herein, to register  the
Units or Underlying Securities on his behalf.

The  undersigned represents and warrants that he has received (i)
a  copy  of  the Company's Form 10-KSB for the fiscal year  ended
March  31, 1996 appended hereto as EXHIBIT B; (ii) a copy of  the
Company's  Form  8-K  dated March 12,  1996  appended  hereto  as
EXHIBIT C; (iii) a copy of the Company's Form 8-K dated March 29,
1996  appended hereto as EXHIBIT D; (iv) a copy of the  Company's
Proxy  Statement for the Company's Annual Meeting which was  held
on  July 26, 1996 appended hereto as EXHIBIT E; (v) ADD JUNE  30,
1996  Q  a  copy  of the Company's Form 10-QSB for the  quarterly
period ended September 30, 1996 appended hereto as EXHIBIT F; and
(iv)  a  copy  of a "Management Discussion" relating  to  certain
events  which  have occurred subsequent the filing of  EXHIBIT  F
with  the  Commission and a "Use of Proceeds" appended hereto  as
EXHIBIT G (collectively the "Information Documents") and that  he
has read and understood all of these documents.

The  undersigned  also represents and warrants that  he  (i)  has
reviewed such other documents and obtained such other information
from  the Company as he deems necessary in order for him to  make
an  informed investment decision; and (ii) is fully aware of  the
Company's  current  business prospects, financial  condition  and
operating  history  as set forth herein and  in  the  Information
Documents.   Except  as  may  be provided  in  this  Subscription
Agreement and Investment Letter and in the Information Documents,
he  warrants  that no representations, statements or  inducements
were made to him to purchase the Units.

Based  on the foregoing, the undersigned acknowledges that, among
other  matters  relating  to the Company,  he  is  aware  of  the
following:

lntile  is an importer of foreign ceramic tile and marble  and  a
distributor  of these products as well as domestic ceramic  tile,
marble  and  other home design/building products.  The  Company's
products  are  distributed  to  a  wide  and  varied  retail  and
wholesale   customer   base   through   nine   showroom/warehouse
facilities and three showrooms in seven states.

Intile  markets  its products to at least five general  types  of
customers.   These  include  pool  contractors,  residential  and
commercial  remodeling contractors, new home builders, architects
and  designers,  and "do-it-yourself" consumers.   A  substantial
portion  of the marketing to the contractor trade is effected  by
retail   sales  to  the  ultimate  consumer  through  the  retail
showrooms.   Sales  are conducted in the showroom  facilities  by
trained, experienced tile sales personnel.

Merchandise is distributed by various methods depending upon  the
warehouse  support  structure for a  particular  sales  location.
Where  a  warehouse is attached to a showroom, the  customer  may
obtain   products   immediately,  but  where  the   showroom   is
independent  of a warehouse facility, the customer  may  wait  as
long as one week to receive the merchandise.  In cases of special
orders,  or  when a warehouse is out of stock, the delivery  time
may  exceed  two  weeks.   The  vast majority  of  the  Company's
products  are picked up by the customers or their contractors  at
the  Company's warehouse facilities or showrooms.  Only  a  small
portion of orders are delivered or shipped directly to customers.

A  number of other companies market tile and related products  to
wholesale  and  retail  customers.  Many of  them  possess  great
financial  and  managerial resources as well  as  general  market
acceptance.  The Company's retail competitors include Color Tile,
Home  Depot,  Builders  Square and other major  retail  warehouse
distributors.  Major wholesale distributors include Florida Tile,
Dal  Tile,  American Olean, American Tile Supply,  Arizona  Tile,
Laufen  and  C.I.T.    lntile competes on the  basis  of  product
quality and selection, price and service.  The Company's business
is  seasonal,  generally with more activity  in  the  spring  and
summer than in fall and winter.

The  Company  obtains  its products from a diversified  group  of
domestic and international suppliers.  In general, purchases  can
be  broken  out as follows: 40% from Italy; 30% from  the  United
States; 15% from Japan; and 15% from a number of other countries.
The  major  domestic  suppliers are Mutual Materials,  Interstate
Brick,  P&M Tile, and Laufen International.  For the fiscal  year
ended  March  31,  1996,  no single foreign  or  domestic  source
provided  the Company with more than 10% of its products  and  no
single  customer  accounted for 10%  or  more  of  the  Company's
revenues.

The  Company currently has 79 full time employees in addition  to
its   seven   executive   officers.   Of   these,   24   are   in
administration, 23 in sales and 32 in operations.

lntile  has  operations  in  seven states  with  retail  showroom
locations in Houston, Dallas, Austin, The Woodlands, Webster  and
Corpus   Christi,  Texas;  Atlanta,  Georgia;  Orlando,  Florida;
Phoenix,  Arizona;  Anaheim, California;  and  Denver,  Colorado.
Intile  maintains  a  100,000 square foot warehouse  facility  in
Houston,  Texas,  where the major portion  of  its  inventory  is
located,  and 20,000 square foot satellite warehouse and showroom
facilities  in Anaheim, California, Atlanta, Georgia and  Dallas,
Texas.

On  January  24,  1997,  the Company closed  three  of  its  four
California    locations.    These   locations    accounted    for
approximately 9% of the Company's annual gross sales revenue  and
approximately 15% of its annual operating expenses.

During  the Company's fiscal year ended March 31, 1996 and  since
then, the Company has been in violation of certain loan covenants
of  its credit facility with the Bank.  Consequently, as of March
31, 1996 the Bank had the right to demand repayment of the entire
outstanding balance of the note, which required the  debt  to  be
recorded in full as a current liability.  This debt is secured by
all  of  the  Company's inventory and accounts receivable.   This
issue  caused the Company's independent accountants to  insert  a
"going  concern" qualification in their report.   See  Report  of
Independent Certified Public Accountants and Note 2 of  Notes  to
the  Company's Consolidated Financial Statements, both  contained
in  the  Company's Form 10-KSB for the year ended March 31,  1996
appended  hereto as EXHIBIT B (the "March 31, 1996 Form 10-KSB").
As  previously noted, the agreement between the Company  and  the
Bank on which the credit facility is based expired on January 20,
1997  and  the  Bank has demanded full payment of  the  currently
existing $4.78 million outstanding balance.  One million  dollars
from  the  proceeds of this Offering will be used to reduce  this
balance.

In February 1995 the Company acquired 100% of the common stock of
TCM  Holdings Corporation ("TCM") in exchange for 322,138  shares
of  its  Common Stock.  One hundred and twenty thousand of  these
shares are currently held in escrow pending the resolution of the
terms  of  an  indemnity  agreement.   In  August  1995,  due  to
recurring  losses, TCM was required to cease its operations.   In
November  1995 TCM was placed into a Chapter 7 filing  under  the
U.S.  Bankruptcy Code by the U.S. Bankruptcy Court,  District  of
Massachusetts, Eastern Division (Case Number 94-10762-WCH).   The
Company  has suffered a significant loss ($4,351,837) during  the
fiscal  year ended March 31, 1996. primarily attributable to  the
financial problems encountered by its TCM subsidiary.

Management  believes  that  it has  adequately  accrued  for  all
remaining  losses  due to the closure of TCM.  In  addition,  the
Company is seeking to refinance its existing credit facility  and
secure additional financing such as that which it will receive if
this  Offering  is  consummated.   No  assurance  can  be  given,
however,  that the Company will be successful in refinancing  its
credit  facility or obtaining additional financing sufficient  to
support its continuing operations.  In this connection, it should
be  noted  that management estimates the Company's business  will
incur  (i)  an  operating  loss in the  amount  of  approximately
$550,000  for  the  quarter  ended December  31,  1996;  (ii)  an
operating  loss of approximately $350,000 for the current  fiscal
year ending March 31, 1997; (iii) a one time charge off of up  to
$600,000 in the fourth quarter resulting from the termination  of
the  California operations; and (iv) total losses for the current
fiscal  year  approximating $1.2 million,  including  a  $196,000
write off relating the conversion of the Notes referred to above.
No  assurance can be given, however, that actual losses will  not
exceed these estimates.

Reference is made to Item 6 (Management's Discussion and Analysis
of  Financial Condition and results of operations) of  the  March
31,  1996  Form  10-KSB and Notes 2, 3 and  5  to  Notes  to  the
Company's Consolidated Financial Statements included therein  for
additional information relating to the transactions involving TCM
and their effect on the Company's financial condition.

The  directors  and  executive officers of  the  Company  are  as
follows:

     Name           Age  Position

     C. William Cox 61   President, Chairman of the Board and
                         Chief Executive Officer

     Barbara Ceman  59   Vice President-Retail Training and
                         Secretary

     Milton C. Standifer 53   Vice President-Western Region

     C. Doyle Smith 49   Chief Financial Officer

     George C. Siller, Jr.    45   Vice President-General Manager

     Edward K. Paul, Jr. 58   Director

     Walter B. Rae       69   Director

     Peter Boogren       46   Vice President-Consumer

Except  for  Messrs Smith and Rae, reference is made to  Items  9
(Directors,  Executive Officers, Promoters and Control  Persons),
10  (Executive  Compensation) and 11 (Principal Stockholders)  of
the  March 31, 1996 Form 10-KSB for information relating  to  the
background  of  the  Company's officers and directors,  executive
compensation, and ownership of the Common Stock by the  Company's
principal  shareholders.   Reference is  also  made  to  Item  12
(Certain Relationships with Related Transactions) of the March  3
1, 1996 Form 10-KSB for information relating to transactions with
parties   affiliated  with  the  Company,  including  a   limited
guarantee  by  Mr.  Cox  of the Company's  credit  facility,  and
financial   consulting  agreements  between   the   Company   and
affiliates of Mr. Laska, a former director of the Company.

Mr. Smith joined the Company in October 1996.  Prior thereto from
September  1995 through September 1996 he was employed  as  Chief
Financial  Officer  by  Fradigial,  Inc.  a  restaurant  operator
located  Kemah,  Texas.  From June 1993 through August  1995  Mr.
Doyle  was a business consultant in Houston, Texas.  For  the  13
years  prior thereto he was employed as controller and from  1989
through  1993  as Chief Financial Officer by Kettle  Restaurants,
Inc.  an  operator of family restaurants in the  southern  United
States.

Mr.  Rae  was the founder and for 24 years the president of  Scan
Graphics,  Inc.,  a  silk screening company located  in  Houston,
Texas which he sold in 1989. He has been retired since 1991.

The  Company is authorized to issue 10,000,000 shares  of  Common
Stock,  $0.0001 par value per share, of which approximately  5.85
million  shares will be issued and outstanding, assuming  all  of
the  Units offered hereby are sold, including shares reserved for
conversion  of  the Notes and exercise of options  and  warrants,
after a one for three reverse split of the Common Stock which, as
noted  above, is to be effected, subject to stockholder approval,
after  the  consummation of this Offering.  The shares of  Common
Stock  as  set  forth in the March 31, 1996 Form 10-KSB  and  the
Financial  Statements included therein do not reflect the  effect
of  this  reverse split or the one for two reverse split effected
by the Company in August 1996.

Holders  of Common Stock are entitled to receive dividends  when,
as and if declared by the Board of Directors out of funds legally
available  therefor.  They have no preemptive or other fights  to
subscribe  for  additional shares and the  Common  Stock  has  no
redemption, sinking fund or conversion provisions.  Each share of
Common  Stock is entitled to one vote on any matter submitted  to
the  holders  thereof and to equal rights in the  assets  of  the
Company   upon  liquidation  subject  to  the  prior  rights   on
liquidation of creditors.  The outstanding shares of Common Stock
are fully paid and non-assessable.

The  shares  of  Common Stock have non-cumulative voting  rights,
which  means  that  the holders of more than 50%  of  the  shares
voting  for  the  election of directors  can  elect  all  of  the
directors  of  the Company.  In such event, the  holders  of  the
remaining shares will not be able to elect any of the directors.

The transfer agent for the Common Stock is Interwest Transfer Co.

If  all  of the Units are sold, the undersigned understands  that
the Company will receive aggregate net proceeds in the amount  of
$2,015,000 which will be used for the following purposes:

          Payment of accrued interest
            on the Notes                        $48,000
          Repayment of Bank debt             1,000,000*
          Purchase of inventory                      750,000*
          Working capital                       217,000*
     Total                                        $ 2,015,000
_______________________
*     This amount may be reduced to the extent that less than the
maximum number or Units offered hereby is sold.

The  undersigned  is  also aware of the following  considerations
relating to his investment in the Units:

the  acceptance  of  tile as a building material  in  the  United
States  is increasing, there is no assurance that this trend,  if
it still exists, will continue.

Risks of International Supply Factors.  Approximately 70% of  the
Company's products during the 1996 fiscal year were secured  from
suppliers  located  outside  of the  United  States.   There  arc
significant risks in obtaining products from suppliers located in
foreign  countries.   These include, among  others,  exposure  to
currency  fluctuations and devaluations or restrictions on  money
supplies,  foreign  and  domestic export  laws  and  regulations,
taxation,  tariffs,  import  quotas  and  restrictions,  shipping
interruptions,  and other economic and political  events  totally
beyond the Company's control.

Dependence  Upon  Building Industry.  Intile's  business  depends
primarily  upon tile economic viability of the building  industry
which,  in  turn, is affected by general economic factors  beyond
the Company's control.  These include, among others, the late  of
inflation and the cost of labor, building supplies and financing.
Accordingly,  a  material increase in any of the foregoing  or  a
decrease  in the rate of economic expansion which has a  negative
effect  on  the  building  industry would  adversely  impact  the
Company's business.

Competition.   The  business In which  the  Company  competes  is
subject  to  intense  competition.  A number of  other  companies
market   tile  and  related  products  to  wholesale  and  retail
customers,  many of whom possess significantly greater financial,
marketing distribution, managerial and other resources as well as
general  market acceptance than does the Company.   No  assurance
can  be  given  that the Company can continue  to  compete  at  a
commercially acceptable level.

Dependence on and Intense Competition for Key Personnel.  Primary
responsibility  for  the conduct of the Company's  affairs  rests
with  C. William Cox, the Company's President and Chief Executive
Officer.   There  can be no assurance that if the Company  should
lose  his  services, a qualified replacement could  be  obtained.
There is a $1.5 million policy on Mr. Cox's life with the Company
as  the beneficiary.  No assurance can be given, however, that in
the event of Mr. Cox's death the proceeds of this Policy would be
sufficient  to  retain personnel adequate  to  replace  Mr.  Cox.
Intile's  future  success  also depends  in  large  part  on  the
continued  service  or its key management,  marketing  and  sales
personnel  and  on  its ability to attract and  retain  qualified
employees.  The competition for such personnel is intense and the
loss of key employees could have a material adverse impact on the
Company.   The  Company does not have employment agreements  with
any of its officers or employees.

Volatility of Share Price; Limited Market.  The Common  Stock  is
traded  in  the over-the-counter market on the NASDAQ  Electronic
Bulletin  Board.  There is a limited market for the  Shares.   In
addition, the market price of these securities over the last  two
years  has  been volatile.  The most significant factor affecting
the  price has been the substantial loss incurred by the  Company
during  its  last  fiscal year.  As a result thereof  the  market
price  for the pre split Common Stock has dropped from a high  of
$6.50  per share during the summer of 1995 to a current  low  bid
price  of  approximately $0.62 per share.  No assurance  call  be
given that the price of the Common Stock will increase or, if  it
does,  that  it  will  not  continue  to  be  subject  to  severe
volatility.

Absence  of  Public  Market  and  Limited  Transferability.    As
previously noted, the Shares have not been registered tinder  the
Securities  Act  or qualified tinder any state  securities  laws.
Accordingly, they cannot be sold or otherwise transferred  unless
they  are  subsequently registered under the  Act  and  qualified
under any applicable state securities law.

Potential Significant Adverse Effect of Loan Repayment Demand  on
Company's  Financial Condition. Intile has received a  notice  of
demand  from  the Bank for repayment of its currently outstanding
$4.78  million  loan  balance which is  secured  by  all  of  the
Company's inventory and accounts receivable.  It is unlikely that
the  Company  can continue its business unless it can  obtain  an
extension  from the Bank and/or alternate financing as  to  which
there can be no assurance.

Significant Operating Losses; Accumulated Deficit, Uncertainty of
Future  Profitability. lntile's business generated net income  of
approximately  $35,000 for the fiscal year ended March  31,  1995
but  incurred  a  net  loss of approximately $4,250,000  for  the
fiscal  year  ended  March 31, 1996.  Management  estimates  that
Intile  will  incur  (i)  an operating  loss  in  the  amount  of
approximately $550,000 for the quarter ended December  31,  1996;
(ii)  an operating loss of approximately $350,000 for the current
fiscal year ending March 31, 1997; (iii) a one time charge off of
up   to  $600,000  in  the  fourth  quarter  resulting  from  the
termination  of the California operations; and (iv) total  losses
for the current fiscal year approximating $1.2 million, including
a  $196,000  write  off  relating the  conversion  of  the  Notes
referred  to  above.   No assurance can be given,  however,  that
actual  losses will not exceed these estimates.  At December  31,
1996,  the  Company had an accumulated deficit  of  approximately
$3.5  million.  lntile's financial performance  could  limit  its
ability   to   attract  additional  financing  and   to   compete
effectively.   There can be no assurance that  the  Company  will
achieve significantly increased revenues or will be profitable in
the  future.   Future  operating  results  will  depend  on  many
factors, including the Company's ability to control costs.

Independent  Auditors'  Report.   Because,  among  other  things,
Intile  suffered  a  significant loss for the fiscal  year  ended
March  31,  1996,  the opinion of its independent  auditors  with
respect  to  it  financial  statements  includes  an  explanatory
paragraph  as  to  the  uncertainty of the Company's  ability  to
continue  as  a  going  concern without  refinancing  its  credit
facility  and  obtaining additional financing.   The  ability  of
lntile  to  continue  as a going concern is  dependent  upon  its
successful  completion  of  this Offering  and  the  satisfactory
replacement  of its current loan facility, of which no  assurance
can be given.

Additional  Financing.  Intile's prospects are  dependent,  among
other things, upon its ability to obtain adequate financing, such
as that contemplated by this Offering, and to generate sufficient
cash  flow  from its operations to satisfy its obligations  on  a
consistent basis.  Management believes that the proceeds from the
sale  of the Units offered hereby together with cash flow  to  be
generated  by the operation or the Company's business  should  be
adequate to finance Intile's intended level of operations for  at
least  the  12  months after the closing of the  Offering.   This
belief is based, in part, on management's belief that the Company
can  obtain  alternate  credit financing which  will  permit  the
servicing of its current credit line in a manner which  will  not
adversely   affect   the  Company's  operations   and   financial
condition.   No  assurance  can  be  given,  however,  that  such
alternate  financing  can be obtained or, even  if  it  is,  that
additional financing will not be required during this period.  No
representation can be made that such financing will be  available
if  required or, if available, that it can be obtained  on  terms
acceptable to the Company especially in view of the fact that all
of the Company's material assets are currently pledged.

Limited Market.  The market for tile and related products in  the
United  States is limited in comparison with other parts  of  the
world.    Development  of  this  market  depends,  in  part,   on
acceptance  of  tile  as  a building material  by  consumers  and
members   of  the  construction  industry.   Although  management
believes, based on information provided by a Distribution Profile
Survey  conducted  by  the Ceramic Tile  Dealers  Association  in
December  1994,  that or an exemption from such registration  and
qualification  is  available.  Although  the  Unit  holders  have
certain  rights  to  register  their  Shares,  these  rights  are
dependent  upon  the  ability  of  the  Company  to  satisfy  the
requirements  of  applicable federal and state  securities  laws.
Circumstances  could arise where the Company is  unable  to  meet
these  requirements so that the Shares could not  be  registered.
Even if registered, there is no assurance that tile market in the
Common  Stock will be sufficiently active to permit a Unit holder
to liquidate his Shares at acceptable prices if at all.

Lack  of Dividends.  Intile has not paid dividends on its  Common
Stock  since  its inception and does not intend to pay  any  cash
dividends  on  its  Common Stock in the foreseeable  future.   It
currently  intends  to  retain  all  earnings,  if  any,  in  its
business.   In  addition, the Company's loan agreement  with  the
Bank prohibits the payment of cash dividends.

Anti  Take Over Provisions of the Delaware Corporation Law.   The
Delaware  Corporation Law contains provisions  which  may  enable
management  to  retain  control and  resist  a  takeover  of  the
Company.  Accordingly, these provisions could discourage or  make
more difficult a merger or other type of corporate reorganization
even  if  they  could  be  favorable  to  the  interests  of  the
stockholders.

Use  of  Proceeds to Repay Prior Debt.  A significant portion  of
the  net  proceeds to be obtained from this Offering  (up  to  $1
million or 50% if all of the Units offered hereby are sold)  will
be used to repay existing debt.

Broad  Discretion in Use of Proceeds.  A significant  portion  of
the  net  proceeds  to  be obtained from  this  Offering  (up  to
$250,000 or approximately 11% if all of the Units offered  hereby
are  sold)  will  be used for working capital which  will  permit
management  broad  discretion with respect to the  use  of  these
funds.

No  Firm  Commitment to Purchase Units.  No commitment  has  been
made  by  anyone to purchase all or any part of the  Units  being
offered  hereby.   The funds available to the  Company  from  the
proceeds  of  this  Offering will be reduced  and  the  Company's
proposed operations will be limited to the extent that less  than
the maximum number of Units is sold.

Retention of Subscribers' Funds.  If the Offering is unsuccessful
because  the minimum number of Units offered hereby is not  sold,
subscribers'  funds may be retained through March  28,  1997  and
then returned without interest.

The undersigned understands that, because of the significant risk
factors  referred to herein and in the Information Documents,  If
the Offering Is consummated, he could lose his entire Investment.

The undersigned also understands the following:

THE  UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OR
ANY  STATE  SECURITIES LAWS AND ARE BEING  OFFERED  AND  SOLD  IN
RELIANCE  ON  EXEMPTIONS  FROM THE REGISTRATION  REQUIREMENTS  OF
THESE  LAWS.  THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED  BY
THE  COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY  NOR
HAS  THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED
THE  MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY  OF  THIS
SUBSCRIPTION   AGREEMENT  AND  INVESTMENT   LETTER   AND/OR   THE
INFORMATION DOCUMENTS.  ANY REPRESENTATION TO THE CONTRARY  IS  A
CRIMINAL OFFENSE.

IN  MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY  ON  THEIR
OWN  EXAMINATION OF THE PERSON OR ENTITY CREATING THE  SECURITIES
AND  THE  TERMS OF THE OFFERING, INCLUDING THE MERITS  AND  RISKS
INVOLVED.   THESE  SECURITIES HAVE NOT BEEN  RECOMMENDED  BY  ANY
FEDERAL  OR  STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE  THE  FOREGOING AUTHORITIES HAVE  NOT  CONFIRMED  THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL, OFFENSE.  THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON  TRANSFERABILITY  AND  RESALE  AND  MAY  NOT  BE
TRANSFERRED  OR  RESOLD EXCEPT AS PERMITTED UNDER THE  SECURITIES
ACT,  AND  THE  APPLICABLE  STATE SECURITIES  LAWS,  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD  BE  AWARE
THAT  THEY  WILL  BE  REQUIRED TO BEAR  THE  FINANCIAL  RISKS  OF
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FLORIDA RESIDENTS ARE ADVISED THAT THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE STATE OF FLORIDA.  ANY REPRESENTATION TO  THE
CONTRARY IS UNLAWFUL.

PURSUANT  TO  SECTION 517.061 (11) (A) OF THE FLORIDA  SECURITIES
AND  INVESTOR  PROTECTION ACT, THE SALE OF SHARES  TO  A  FLORIDA
RESIDENT  SHALL  BE VOIDABLE BY THE PURCHASER EITHER  (i)  WITHIN
THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE
PURCHASER  TO  THE ISSUER, AN AGENT OF THE ISSUER  OR  AN  ESCROW
AGENT,  OR (ii) WITHIN THREE DAYS AFTER THE AVAILABILITY OF  THAT
PRIVILEGE  HAS  BEEN  COMMUNICATED TO  THE  PURCHASER,  WHICHEVER
OCCURS  FIRST, PROVIDED, HOWEVER, THAT THERE ARE MORE  THAN  FIVE
FLORIDA  PURCHASERS.   TO ACCOMPLISH SUCH WITHDRAWAL,  A  FLORIDA
RESIDENT NEED ONLY SEND A LETTER OR A TELEGRAM TO THE COMPANY  AT
9716  OLD  KATY ROAD, SUITE 110, HOUSTON, TEXAS 77055  INDICATING
HIS  OR HER INTENTION TO WITHDRAW.  SUCH LETTER OR TELEGRAM  MUST
BE  SENT AND POSTMARKED PRIOR TO THE END OF THE APPLICABLE PERIOD
NOTED  ABOVE.  IF A LETTER IS SENT, IT IS PRUDENT TO SEND  IT  BY
CERTIFIED MAIL,, RETURN RECEIPT REQUESTED, TO INSURE THAT  IT  IS
RECEIVED AND ALSO TO EVIDENCE THE TIME AND DATE OF MAILING.  IF A
FLORIDA RESIDENT MAKES THIS REQUEST ORALLY, HE OR SHE SHOULD  ASK
FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED.

THIS  SUBSCRIPTION  AGREEMENT  AND  INVESTMENT  LETTER  AND   THE
INFORMATION DOCUMENTS HAVE NOT BEEN FILED WITH OR REVIEWED BY THE
NEW  JERSEY  BUREAU OF SECURITIES OR THE DEPARTMENT  OF  LAW  AND
PUBLIC  SAFETY OF THE STATE OF NEW JERSEY PRIOR TO  ITS  ISSUANCE
AND  USE.   NEITHER  THE  ATTORNEY  GENERAL  NOR  THE  BUREAU  OF
SECURITIES  OF THE STATE OF NEW JERSEY HAS PASSED ON OR  ENDORSED
THE  MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.

THIS  SUBSCRIPTION  AGREEMENT  AND  INVESTMENT  LETTER  AND   THE
INFORMATION  DOCUMENTS  HAVE NOT BEEN REVIEWED  BY  THE  ATTORNEY
GENERAL OF THE STATE OF NEW YORK PRIOR TO THEIR ISSUANCE AND USE.
THE  ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED  ON
OR  ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION  TO
THE CONTRARY IS UNLAWFUL.

In  connection  with  the  subscription  being  made  hereby  the
undersigned also warrants and represents that:

      (a)   He  has  not  received any  general  solicitation  or
advertising  regarding the Offering or been  furnished  with  any
oral  representation or oral information in connection  with  the
Offering  which  is  not set forth herein or in  the  Information
Documents;

     (b)  He has sufficient knowledge and experience of financial
and  business matters so that he is able to evaluate  the  merits
and  risks  of purchasing the Units and has determined  that  the
Units are a suitable investment for him;

      (c)   He  has the means to provide for his personal  needs,
possesses  the  ability  to  bear  the  economic  risk  hereunder
indefinitely, and can afford a complete loss of his investment;

      (d)   He  has carefully read and reviewed this Subscription
Agreement   and  Investment  Letter  and  the  other  Information
Documents,  and  has  asked  such  questions  of  the   Company's
management  and received from them such information as  he  deems
necessary  in  order  for him to make an informed  decision  with
respect to the purchase of the Units;

      (e)   He  understands  the meaning of  the  13th  and  14th
paragraphs  of this Subscription Agreement and Investment  Letter
and   that  the  Company  will  prohibit  the  transfer  of   the
undersigned's  Units  and  Underlying  Securities   absent   full
compliance  with  the Act, the Exchange Act  and  all  applicable
state securities laws;

      (f)   He has had substantial experience in previous private
and public purchases of speculative securities and is not relying
on  the  Company  or  its  affiliates with  respect  to  economic
considerations involved in this investment; and

     (g)  He has reviewed carefully the definition of "accredited
investor"  as  set  forth below and is an  "accredited  investor"
within   that   definition.   The  particular   subparagraph   or
subparagraphs by which the undersigned qualifies as such is (are)
filled in by him below.

                Definition of Accredited Investor

The  term  "accredited Investor-" is defined in Rule 501  (a)  of
Regulation D promulgated under
the Act as follows:

     (a)  Certain  banks, savings and loan institutions,  broker-
          dealers,   investment  companies  and  other   entities
          including  an employee benefit plan within the  meaning
          of  Title  I of the Employee Retirement Income Security
          Act of 1974 with total assets in excess of $5,000,000;
     
     (b)  Certain  banks, savings and loan institutions,  broker-
          dealers,   investment  companies  and  other   entities
          including  an employee benefit plan within the  meaning
          of  Title  I of the Employee Retirement Income Security
          Act of 1974 with total assets in excess of $5,000,000;
     
     (c)  Any private business development company as defined  in
          Section 202 (a) (22) of the Investment Advisers Act  of
          1940;
     
     (d)  Any  organization described in Section 501 (c)  (3)  of
          the  Internal Revenue Code, not formed for the specific
          purpose  of acquiring the Units, with total  assets  in
          excess of $5,000,000;
     
     (e)  Any  director, executive officer or general partner  of
          the issuer of the securities being offered or sold,  or
          any director, executive officer or general partner of a
          general partner of that issuer;
     
     (f)  Any natural person whose individual net worth, or joint
          net worth with that person's spouse, at the time of his
          purchase exceeds $1,000,000;
     
     (g)  Any  natural  person  who had an individual  income  in
          excess  of  $200,000 or, with that  person's  spouse  a
          joint  income in excess of $300,000 in each of the  two
          most  recent years and who reasonably expects an income
          in  excess of $200,000, or $300,000 with that  person's
          spouse, in the current year;
     
     (h)  Any trust with total assets in excess of $5,000,000 not
          formed  for  the  specific  purpose  of  acquiring  the
          securities  offered, whose purchase is  directed  by  a
          sophisticated  person as described in  Section  230.506
          (b) (2) (ii) of Regulation D; or
     
     (i)  Any  entity  in  which  all of the  equity  owners  are
          accredited investors under any of the paragraphs above.

THE UNDERSIGNED SUBSCRIBER IS AN ACCREDITED INVESTOR BY REASON OF
SUBPARAGRAPH(S) ___________________ SET FORTH IN  THE  DEFINITION
ABOVE.

In  connection with the foregoing representations the undersigned
has appended hereto as EXHIBIT A, a Purchaser Questionnaire which
he  has completed and executed.  He represents and warrants  that
the   information  set  forth  therein  as  well  as  all   other
information which he is furnishing to the Company with respect to
his  financial condition and business experience is accurate  and
complete  as  of the date hereof and he covenants  that,  in  the
event a material change should occur in such information, he will
immediately  provide the Company with such revised  or  corrected
information.

All  notices,  requests, demands and other  communications  under
this  Subscription  Agreement shall be in writing  and  shall  be
deemed  to have been given only when delivered in person  or,  if
mailed,  when mailed by certified or registered mail prepaid,  to
the parties at their respective addresses set forth herein, or at
such  other address as my be given in writing in future by either
party to the other.

The undersigned acknowledges and agrees that:

      (a)   He  has full power and authority to enter  into  this
Agreement which, upon his execution, will constitute a valid  and
legally binding obligation by him;

     (b)  The Company may, in its sole discretion (i) reject this
Subscription  Agreement  in whole or in  part;  and  (ii)  accept
subscription agreements other than in the order received;

      (c)  If for any reason this Offering does not close or  the
undersigned's  subscription is not accepted by the  Company,  the
undersigned shall have no claims against the Company or  Coleman,
or  their respective officers, directors, employees or affiliates
and  shall  have no interest in the Units, Underlying Securities,
Underlying Shares or the Company;

      (d)      Neither he nor any affiliate of his is an officer,
director, employee or affiliate
of  any member of the National Association of Securities Dealers,
Inc.;

      (e)   He  shall  indemnify and hold harmless  the  Company,
Coleman, and their respective officers, directors, employees  and
affiliates against any loss, liability, claim, damage or expense,
(including,  but not limited to, any and all expenses  reasonably
incurred  in  investigating, preparing or defending  against  any
litigation commenced or threatened or any claim) arising  out  of
or  based upon any false representation or warranty or breach  or
failure  by  the  undersigned  to comply  with  any  covenant  or
agreement made by him herein or in any other document provided by
him to any of the foregoing in connection with this transaction;

      (f)  The representations, warranties and agreements made by
the undersigned set forth herein shall survive the closing of the
Offering;

      (g)  Neither this Subscription Agreement nor any provisions
hereof shall be modified, discharged or terminated except  by  an
instrument  in  writing  signed by the  party  against  whom  any
waiver, change, discharge or termination is sought;

      (h)   The  laws  of  the State or Texas  shall  govern  the
interpretation  and  enforcement of this Subscription  Agreement.
In  the  event of a dispute, the undersigned agrees that any  law
suit  brought to enforce or interpret the provisions hereof shall
be  brought in state or federal courts, as appropriate, in Flares
County,  Texas,  and  the undersigned agrees  to  submit  to  the
personal Jurisdiction of such court;

       (I)   This  Subscription  Agreement  may  be  executed  in
counterparts, each of which shall be deemed an original, but  all
of which shall constitute the same instrument; and

      (j)   This  Subscription Agreement constitutes  the  entire
agreement  of  the  parties  hereto,  and  supersedes  all  prior
understandings with respect to the subject matter hereof.

The  undersigned hereby agrees to purchase _______ Unit(s) as set
forth  in the first paragraph of this Subscription Agreement  and
Investment  Letter, and is tendering herewith his check  therefor
in the amount of $____________ , made payable to "Citibank, N.A.-
Intile Designs, Inc. Escrow Account."

THE  UNDERSIGNED  ACKNOWLEDGES THAT THIS  SUBSCRIPTION  AGREEMENT
CONSISTS OF 15 PAGES AND INCLUDES EXHIBITS A THROUGH G.

Very truly yours,

DATE: _______________________

______________________________

(Signature)

______________________________
(Please print name)

ADDRESS             _________________________           TELEPHONE
NUMBER:___________________

          _________________________  SOCIAL SECURITY OR
                                  IRS IDENTIFICATION
                     _________________________            NUMBER:
_____________________________

DATE      _________________________

ACCEPTED:

                                   INTILE DESIGNS, INC.

                 [SEAL]                                        By
_________________________________
                                            C.      William  Cox,
President


ATTEST:_______________________
           Barbara Ceman, Secretary
















                            EXHIBIT A
                               TO
                      INTILE DESIGNS, INC.
                     SUBSCRIPTION AGREEMENT
                               AND
                        INVESTMENT LETTER
                                
                     PURCHASER QUESTIONNAIRE
                                



INSTRUCTIONS.  Each prospective purchaser of Units (the  "Units")
of  Intile Designs, Inc. (the "Company") must complete  and  sign
this Purchaser Questionnaire.

If the prospective purchaser(s) will be joint owners, each person
involved (except a spouse with the same principal residence) must
complete Parts I, II and III of the Purchaser Questionnaire.

If  the  prospective  purchaser is  a  corporation,  partnership,
trust, or other entity, please complete Parts I, II and III  with
reference  to  the individual who is authorized to  sign  on  its
behalf, and complete Part IV of the Purchaser Questionnaire  with
reference  to  the  corporation,  partnership,  trust,  or  other
entity.

In  order  for a partnership or corporation to be treated  as  an
accredited  investor,  each  of its  equity  owners  must  be  an
accredited  investor and complete Parts I,  II  and  III  of  the
Purchaser Questionnaire.

All  information  will  be treated confidentially;  however,  the
purpose  of  this  Questionnaire is  to  assist  the  Company  in
determining whether the prospective purchaser complies  with  the
requirements of Section 4 (2) under the Securities Act  of  1933,
(the  "1933  Act")  and  any applicable  state  securities  laws.
Accordingly, the Company may present this Questionnaire  to  such
parties  as it deems necessary in order to establish an exemption
from  registration  under the 1933 Act or  any  applicable  state
securities laws.

Please   complete   all  items,  sign,  date  and   return   this
Questionnaire to Intile Designs, Inc., 9716 Old Katy Road,  Suite
110,  Houston, Texas 77055, together with any of the Verification
Documents that are called for on page 7.

Please print or type.  If the answer to any question is "None" or
"Not Applicable," please so state.





I.   GENERAL INFORMATION

Name                         of                        purchaser:

_____________________________________________________________

Social     Security     or     Tax     Identification     Number:

________________________________________

Home                                                     address:

_________________________________________________________________

Home                       telephone                      number:

__(_____)________________________________________________

In  which  state  do  you maintain your  legal  residence     and

domicile?____________ Age: _______

Occupation                     or                     profession:

________________________________________________________

Name                         of                         employer:

_____________________________________________________________


Nature                        of                        business:
_____________________________________________________________

Position             and             general              duties:
_______________________________________________________

Please  describe  your principal business activities  during  the
last five years: _________________

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________

Education and professional background (List your highest level of
education and any licenses):
                                                  Degree
School     or    License                                     Year
Major              (if any)

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________








II.  FINANCIAL DATA

1.   My individual net worth, combined with that of my spouse, if
any, as of this date, is:

(a)  including all residences, furnishings and automobiles (check
one):

_______Less  than $150,000                    _______$150,000  to
$499,000
_______$500,000 to $999,000             _______$1,  000,  000  or
more

(b)   excluding principal residence, furnishings and  automobiles
(check one):

_______Less  than $150,000                    _______$150,000  to
$499,000
_______$500,000 to $999,000             _______$1,000,000 or more

2.    I  had  income individually from all sources in  excess  of
$200,000 in the year 1994:

          Yes_______                         No_______

3.    I  had  income individually from all sources in  excess  of
$200,000 in the year 1995:

          Yes_______                          No_______

4.    I  had  income individually from all sources in  excess  of
$200,000 in the year 1996:

          Yes_______                           No_______

5.    My estimated 1997 income individually from all sources will

be in excess of (check one):

_______$80,000           _______$100,000          _______$150,000

_______$200,000

_______$300,000 or more


6.    My  income  combined with that of my spouse  was  at  least
$300,000 in each of the years 1994, 1995 and 1996:

          Yes_______                          No_______

7.   To the best of my knowledge, my income combined with that of
my spouse will be at least $300,000 in 1996:

          Yes_______                          No_______

8.    I  can  afford  the complete loss of my investment  in  the
Units, I have no need for liquidity of this investment, and  this
investment  will not affect my ability to provide for my  current
needs and possible personal financial contingencies.

          Yes_______                           No_______

9.    Stated below are my previous investments in other  private,
high risk investments during the past five years.

     Name of                  Type  of       Approx.
     Issuer                        Business       Amount
     or Program          Year      or Program          Invested

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________

III.      METHOD OF INVESTMENT EVALUATION

1.    I  have  by  myself sufficient knowledge and experience  in
financial  and  business matters to be capable of evaluating  the
merits and risks of an investment in the Program.

          Yes_______                       No_______

2.    I will have an attorney, accountant, investment advisor  or
other consultant review this investment.

          Yes_______                         No_______

If Yes:

Name:
_________________________________________________________________
_______

Firm:
_________________________________________________________________
________

Telephone                                                 number:
_____________________________________________________________

Address:
_________________________________________________________________
_____



IV. ADDITIONAL INFORMATION FOR CORPORATION, PARTNER-SHIP TRUST OR
OTHER ENTITY

Name                       of                       organization:
___________________________________________________________

Business                                                 address:
_______________________________________________________________
Telephone                                                 number:

_____________________________________________________________

Send      communications      to      the      attention      of:

____________________________________________

Date                       of                       organization:

____________________________________________________________

State                       of                      organization:

____________________________________________________________

Tax                     Identification                    Number:

_______________________________________________________

Form of organization:

Corporation_______            Company     _______    Trust_______

Other_______

If   a   corporation,   the  organization   has   ______has   not
______elected  to  be taxed as a small business  corporation  for
Federal income tax purposes under the provisions of Subchapter  S
of the Internal Revenue Code of 1986, as amended.

The organization is actively engaged in the conduct of a trade or
business:
          Yes_______              No_______

Describe  purpose  of formation or principal  trade  or  business

activity:

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

____________________________________________________

Attach a complete list:


If  a  corporation,  the  names of all officers,  directors,  and
stockholders; or

If  a  partnership, the names of all partners indicating  whether
each person is a general partner or limited partner.





V. PURCHASER'S REPRESENTATIONS AND ACKNOWLEDGMENTS

The foregoing statements are true and accurate to the best of  my
information and belief, and I will promptly notify the Manager of
any changes therein.

I  am duly authorized and empowered to legally represent and bind
the  principal, person, trust, partnership, corporation or  other
entity, if any, named herein as purchaser.


                            SIGNATURE

IN  WITNESS  WHEREOF,  I  have executed this  Questionnaire  this
______day of __________, 19_____.


____________________________________

                                             SIGNATURE


____________________________________
                                             Print Name


____________________________________
                                             Title, if applicable
Place of Execution: __________________________

If other than individual, check one:

_______Community Property      _____Custodian     _______Company

_______Joint Tenants with      _____Corporate     _______Trust
       Right of Survivorship

_______Tenants in Common








                     VERIFICATION DOCUMENTS

The signed Purchaser Questionnaire must be accompanied by:


CORPORATE SUBSCRIBER

A  certified copy of a resolution of the corporation's  board  of
directors   designating  the  officer(s)   of   the   corporation
authorized to-sign on behalf of the corporation; and

A  certified copy of a resolution of the corporation's  board  of
directors authorizing the contemplated investment

PARTNERSHIP SUBSCRIBER

A certified copy of the partnership agreement; and

A certificate signed by all the general partners, authorizing the
general  partner who has signed the signature page on  behalf  of
the  partnership to sign and to make the contemplated  investment
on behalf of the partnership.

TRUST SUBSCRIBER

A certified copy of the Trust instrument; and

A  certificate signed by all the trustees authorizing the trustee
who  has signed the signature page on behalf of the Trust to sign
and to make the contemplated investment on behalf of the Trust.

CUSTODIAN SUBSCRIBER

A  certified  copy  of  the  instrument  pursuant  to  which  the
custodian is acting.