Exhibit No. 4.4
Intile Designs, Inc.
Form 10-KSB/ 1997
File No. 33-49854-A

                            WARRANTS
                               TO
                     PURCHASE 75,000 SHARES
                               OF
                          COMMON STOCK
                               OF
                      INTILE DESIGNS, INC.
     
     THE  WARRANTS  UNDERLYING THIS  WARRANT  AGREEMENT  ARE
     ISSUED  PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION
     PROVISIONS  OF THE SECURITIES ACT OF 1933  (THE  "ACT")
     AND   QUALIFICATION  PROVISIONS  OF  APPLICABLE   STATE
     SECURITIES  LAWS.  NEITHER THE WARRANTS NOR THE  SHARES
     OF  COMMON STOCK FOR WHICH THEY CAN BE EXERCISED CAN BE
     SOLD,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  UNLESS
     REGISTERED  PURSUANT  TO THE ACT  AND  QUALIFIED  UNDER
     APPLICABLE  STATE LAW OR, IN THE OPINION OF COUNSEL  TO
     THE COMPANY, AN EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS,  at  a  meeting  of the Board  of  Directors  of  Intile
Designs,  Inc., a Delaware corporation with offices at  9716  Old
Katy  Road, Suite 110, Houston, Texas 77055 (the "Company")  duly
called  and  held,  the Board authorized the granting  of  75,000
warrants  (each  one  sometimes  hereinafter  referred  to  as  a
"Warrant") to purchase 75,000 shares of the Company's post  split
Common  Stock, par value $0.0001 per share, (the "Common  Stock")
to      __________________,     with      an      address      at
________________________________  (the  "Holder")  in  accordance
with  the  terms  of  the Subscription Agreement  and  Investment
Letter between the Company and the Holder dated August 23,  1996;
and

WHEREAS,   each   Warrant  is  one  of  a  series   of   warrants
(collectively  the  "Warrants"), all  with  the  same  terms  and
conditions as those set forth herein, which may be issued by  the
Company exercisable for up to an aggregate 880,000 shares of post
split  Common  Stock  (sometimes hereafter  referred  to  as  the
"Warrant Shares"); and

WHEREAS, each Warrant is included in a unit (the "Unit") which is
part  of  an  offering of up to 16 Units being conducted  by  the
Company  on  a  12 Unit minimum or none to 16 Unit  maximum  best
efforts  basis and each Unit consists of (i) one 12%  Convertible
Subordinated  Promissory Note (collectively the "Notes")  in  the
principal amount of $100,000; and (ii) 50,000 Warrants,  each  to
purchase  one Warrant Share at a price of $0.25 per share  for  a
period of seven years; and

WHEREAS,  the  Company  desires to set forth  the  terms  of  the
Warrants and the Holder desires to accept such terms.
NOW,  THEREFORE,  in consideration of the premises,  the  parties

hereto agree as follows:

1.   Grant of Warrant.

The Company hereby grants to the Holder of each Warrant the right
to  purchase  one Warrant Share for $0.25 per share,  subject  to
adjustment  as hereinafter provided (the "Exercise Price").   The
Warrant  may  be  exercised in whole  or  in  part  at  any  time
commencing on August 24, 1996 until 5:00 P.M., New York time,  on
August 23, 2003 (the "Expiration Date").

2.   Manner of Exercise.

The  Warrants underlying this Warrant Agreement may be  exercised
in  whole or in part by surrender of this Warrant Agreement, with
the  form of subscription at the end hereof duly executed by  the
Holder,  to  the Company at its principal office, accompanied  by
payment in full in cash or by certified or official bank check to
the  order of the Company of the Exercise Price of shares  to  be
purchased.  As soon as practicable, but in no event more than  15
days after the Holder has given the aforesaid written notice  and
made  the  aforesaid payment, the Company shall, without charging
stock issue or transfer taxes to the Holder, issue the number  of
shares  of  duly  authorized  Common  Stock  issuable  upon  such
exercise,  which  shall  be  duly issued,  fully  paid  and  non-
assessable,  and  shall deliver to the Holder  a  certificate  or
certificates therefor, registered in the Holder's name.   In  the
event  of  a  partial  exercise of this  Warrant  Agreement,  the
Company  shall also issue and deliver to the Holder a new Warrant
Agreement  of  like  tenor, in the name of the  Holder.  for  the
exercise  of the number of Warrant Shares for which such  Warrant
Agreement may still be exercised.

3.   Investment Representation

The  Holder  acknowledges that Warrants underlying  this  Warrant
Agreement as well as the Warrant Shares for which these  Warrants
may be exercised, have not been and, except as otherwise provided
herein,  will not be 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.
The  Holder represents that he is acquiring the Warrants and will
acquire  the  Warrant Shares for his own account, for  investment
purposes only and not with a view to resale or other distribution
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
Securities and Exchange Commission (the "Commission") thereunder,
and  any  applicable state securities laws.  The  Holder  further
understands and agrees that (i) the securities may be  sold  only
if  they  are 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 promulgated by  the  Commission
under  the Act 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) except as otherwise  set
forth herein, the Company is under no obligation to register this
Warrant or the Warrant Shares on his behalf or to assist  him  in
complying  with  any exemption from registration under  the  Act.
The  Holder agrees that each certificate representing any Warrant
Shares  for which the Warrants may be exercised will bear on  its
face a legend in substantially the following form:

These  securities have not been registered under  the  Securities
Act  of 1933 or qualified under any state securities laws.   They
may  not  be  sold or transferred in the absence of an  effective
registration  statement  under that Act  or  qualification  under
applicable state securities laws without an opinion acceptable to
counsel  to  the Company that such registration and qualification
are not required.

4.   Restrictions.

The  Holder shall not be entitled to any dividend declared by the
Company  except as may be provided in Section 5 below, and  shall
not  be  entitled to any voting rights by virtue of the  Warrant,
except  with  respect to any shares of Common Stock  issued  upon
the exercise hereof.

5.   Warrant Adjustments.

The  Exercise  Price  and the number of shares  purchasable  upon
exercise  of  each  Warrant shall be subject to  adjustment  with
respect to events after August 24, 1996 hereof as follows:

      (a)   Subdivisions, Consolidation, etc.  Except as provided
in Paragraph 5 (k) below, in case the Company shall (i) declare a
dividend on its outstanding Common Stock in shares of its capital
stock, (ii) subdivide its outstanding Common Stock, (iii) combine
its  outstanding Common Stock in to smaller number of shares,  or
(iv) issue any shares of its capital stock by reclassification of
its   Common  Stock  (including  any  such  reclassification   in
connection with a consolidation or merger in which the Company is
the  continuing corporation), then in each such case the Exercise
Price and the number and kind of shares receivable upon exercise,
in  effect at the time of the record date for such dividend or of
the   effective   date  of  such  subdivision,   combination   or
reclassification, shall be proportionately adjusted  so  that  if
the  Warrant  is  exercised after such time the Holder  shall  be
entitled to receive the aggregate number and kind of shares which
if the Warrant had been exercised immediately prior to such time,
he  would  have  owned upon such exercise and  been  entitled  to
receive  by virtue of such dividend, subdivision, combination  or
reclassification.   Such adjustment shall  be  made  successively
whenever  such  event shall occur.  The adjustment  shall  become
effective  immediately after the record date in  the  case  of  a
dividend or distribution and immediately after the effective date
in  the  case  of a subdivision, combination or reclassification.
If  after an adjustment the Holder upon exercise of this  Warrant
may receive shares of two or more classes of capital stock of the
Company,  the  Company's Board of Directors shall  determine  the
allocation of the adjusted Exercise Price between the classes  of
capital stock.  After such allocation, the Exercise Price of each
class  of capital stock shall thereafter be subject to adjustment
on  terms comparable to those applicable to Common Stock in  this
Section 5.

      (b)  Adjustment for Certain Issues of Common Stock.  If the
Company  shall at any time or from time to time issue any  shares
of  Common  Stock  (other than shares issued  as  a  dividend  or
distribution  as  provided  in  Paragraph  5  (a)  above)  for  a
consideration per share less than the Exercise Price in effect on
the  date  of  such issue, then, forthwith upon such  issue,  the
Exercise  Price in effect immediately prior to such  action  (the
"Existing  Exercise  Price") shall be  reduced  by  dividing  the
number  of  shares  so  issued  by the  total  number  of  shares
outstanding after such issuance, multiplying the quotient by  the
difference between the Existing Exercise Price and the  price  of
the shares so issued and subtracting the result from the Existing
Exercise Price.  In the case of an issue of additional shares  of
Common  Stock for cash, the consideration received by the Company
therefor  shall be deemed to be the gross cash proceeds  received
for such shares.  The term "issue" shall be deemed to include the
sale  or  other  disposition  of shares  held  in  the  Company's
treasury.   The  number of shares outstanding at any  given  time
shall not include stores in the Company's treasury.

      (c)   Subscription  Offerings.  In case the  Company  shall
issue rights, options, or warrants entitling tile holders thereof
to   subscribe  for  or  purchase  Common  Stock  (or  securities
convertible into or exchangeable for Common Stock) at a price per
share (or having a conversion price per share, in the case  of  a
security convertible into or exchangeable for Common Stock)  less
than  the Exercise Price per share of Common Stock on the  record
date  for  the determination of stockholders entitled to  receive
such  rights  or  the  granting date  if  such  holders  are  not
stockholders, then in each such case the Exercise Price shall  be
adjusted  by multiplying the Exercise Price in effect immediately
prior to such record or granting date by a fraction, of which the
numerator  shall  be  the  number  of  shares  of  Common   Stock
outstanding  on such record or granting date plus the  number  of
shares of Common Stock which the aggregate offering price of  the
total  number of shares of Common Stock so to be offered (or  the
aggregate  initial conversion price of the convertible securities
so  to  be offered) would purchase at such Exercise Price and  of
which  the  denominator shall be the number of shares  of  Common
Stock outstanding on such record or granting date plus the number
of   additional  shares  of  Common  Stock  to  be  offered   for
subscription  or  purchase  (or into  which  the  convertible  or
exchangeable   securities  so  to  be   offered   are   initially
convertible  or  exchangeable).   Such  adjustment  shall  become
effective  at  the close of business on such record  or  granting
date; provided, however, that, to the extent the shares of Common
Stock  (or securities convertible into or exchangeable for shares
of  Common Stock) are not delivered, the Exercise Price shall  be
readjusted  after  the  expiration of such  rights,  options,  or
warrants  (but  only  if  the Warrant  is  exercised  after  such
expiration), to the Exercise Price which would then be in  effect
had  the  adjustments made upon the issuance of  such  rights  or
warrants been made upon the basis of delivery of only the  number
of  shares  of  Common Stock (or securities convertible  into  or
exchangeable  for  shares of Common Stock) actually  issued.   In
case  any subscription price may be paid in a consideration  part
or  all of which shall be in a form other than cash, the value of
such  consideration shall be as determined in good faith  by  the
Company's Board of Directors.  Shares of Common Stock owned by or
held  for  the  account  of  the Company  or  any  majority-owned
subsidiary shall not be deemed outstanding for the purpose of any
such computation.

      (d)   Other  Rights to Acquire Common Stock.  In  case  the
Company   shall  distribute  to  all  holders  of  Common   Stock
(including any such distribution made to the stockholders of  the
Company in connection with a consolidation or merger in which the
Company   is  the  continuing  corporation)  evidences   of   its
indebtedness   or   assets   (other  than   cash   dividends   or
distributions  and dividends payable in shares of Common  Stock),
or  options or warrants or convertible or exchangeable securities
containing  the  right  to subscribe for or  purchase  shares  of
Common  Stock  (excluding those referred to in Paragraph  (c)  of
this  Section 5), then in each such case the Exercise Price shall
be   adjusted  by  multiplying  the  Exercise  Price  in   effect
immediately  prior  to the record date for the  determination  of
stockholders entitled to receive such distribution by a fraction,
of  which  the  numerator shall be the Current Market  Price  per
share  of Common Stock on such record date, less the fair  market
value  (as  determined in good faith by the  Company's  Board  of
Directors)  of  the portion of the evidences of  indebtedness  or
assets  so  to  be  distributed, or of such subscription  rights,
options,  or  warrants or convertible or exchangeable  securities
containing  the  right  to subscribe for or  purchase  shares  of
Common  Stock,  applicable  to  one  share,  and  of  which   the
denominator  shall  be such Current Market  Price  per  share  of
Common  Stock.  Such adjustment shall be made whenever  any  such
distribution is made, and shall become effective on the  date  of
such  distribution  retroactive  to  the  record  date  for   the
determination   of   stockholders  entitled   to   receive   such
distribution.

       (e)   Current  Market  Price.   For  the  purpose  of  any
computation  under Paragraph (d) of this Section 5,  the  Current
Market  Price  per  share of Common Stock on any  date  shall  be
deemed  to be the average of the daily closing prices for the  30
consecutive  trading days commencing 45 trading days before  such
date.   The closing price for each day shall be the last reported
sales  price regular way or, in case no such reported sale  takes
place  on such day, the closing bid price regular way, in  either
case  on the principal national securities exchange on which  the
Common  Stock is listed or admitted to trading or, if the  Common
Stock  is  not  listed  or admitted to trading  on  any  national
securities exchange, the highest reported bid; price as furnished
by  the  National Association of Securities Dealers, Inc. through
NASDAQ  or  similar organization if NASDAQ is no longer reporting
such  information, or by the National Daily Quotation  Bureau  or
similar organization if the Common Stock is not then quoted on an
inter-dealer  quotation system.  If on any such date  the  Common
Stock  is not quoted by any such organization, the fair value  of
the  Common  Stock on such date, as determined by  the  Company's
Board of Directors, shall be used.

      (f)   Minimum  Adjustment.  No adjustment in  the  Exercise
Price  shall  be required if such adjustment is less than  $0.05;
provided, however, that any adjustments which by reason  of  this
Paragraph  (f)  are  not  required to be made  shall  be  carried
forward and taken into account in any subsequent adjustment.  All
calculations  under this Section 5 shall be made to  the  nearest
cent or to the nearest one-hundredth of a share, as the case  may
be.

      (g)   Referral  of Adjustment.  In any case in  which  this
Section 5 shall require that an adjustment in the Exercise  Price
be  made effective as of a record date for a specified event,  if
the  Warrant shall have been exercised after such record date the
Company  may  elect to defer until the occurrence of  such  event
issuing  to  the  Holder the shares, if any, issuable  upon  such
exercise  over and above the shares, if any, issuable  upon  such
exercise  on the basis of the Exercise Price in effect  prior  to
such  adjustment;  provided,  however,  that  the  Company  shall
deliver  to the Holder a due bill or other appropriate instrument
evidencing  the Holder's right to receive such additional  shares
upon the occurrence of the event requiring such adjustment.

     (h)  Number of Shares.  Upon each adjustment of the Exercise
Price  as  a  result of the calculations made in  Paragraphs  (a)
through  (d)  of  this  Section 5, the Warrant  shall  thereafter
evidence  the right to purchase, at the adjusted Exercise  Price,
that  number  of  shares (calculated to the  nearest  thousandth)
obtained by dividing (i) the product obtained by multiplying  the
number  of shares purchasable upon exercise of the Warrant  prior
to  adjustment of the number of shares by the Exercise  Price  in
effect  prior  to  adjustment of the Warrant Price  by  (ii)  the
Exercise  Price in effect after such adjustment of  the  Exercise
Price.

      (i)  Transactions Not Requiring Adjustments.  No adjustment
need  be  made  for a transaction referred to in  Paragraphs  (a)
through  (d)  of  this Section 5 if the Holder  is  permitted  to
participate in the transaction on a basis no less favorable  than
any  other party and at a level which would preserve the Holder's
percentage equity participation in the Common Stock upon exercise
of  the  Warrant.  No adjustment need be made for sales of Common
Stock pursuant to a Company plan for reinvestment of dividends or
interest, the granting of options and/or the exercise of  options
outstanding  under any of the Company's currently existing  stock
option  plans,  or  the exercise of any other  of  the  Company's
currently outstanding options.  No adjustment need be made for  a
change in the par value or no par value of the Common Stock.   If
the  Warrant becomes exercisable solely into cash, no  adjustment
need be made thereafter.  Interest will not accrue on the cash.

      (j)  Notice of Adjustment.  Whenever the Exercise Price  is
adjusted, the Company shall promptly mail to the Holder a  notice
of  the adjustment together with a certificate from the Company's
independent   public  accountants  briefly  stating   the   facts
requiring  the  adjustment and the manner of computing  it.   The
certificate shall be prima facia evidence that the adjustment  is
correct, absent manifest error.

      (k)  Reorganization of Company.  If the Company and/or  the
holders  of  Common Stock  are parties to a merger, consolidation
or  a  transaction in which (i) the Company transfers  or  leases
substantially all of its assets; (ii) the Company reclassifies or
changes  its outstanding Common Stock; or (iii) the Common  Stock
is exchanged for securities, cash or other assets; the person who
is  the  transferee or lessee of such assets or is  obligated  to
deliver  such securities, cash or other assets shall  assume  the
terms  of  this Warrant.  If the issuer of securities deliverable
upon  exercise  of the Warrant is an affiliate of the  surviving,
transferee or lessee corporation, that issuer shall join in  such
assumption.   The  assumption agreement shall  provide  that  the
Holder  may  exercise this Warrant into the kind  and  amount  of
securities,  cash  or  other assets which  he  would  have  owned
immediately after the consolidation, merger, transfer,  lease  or
exchange  if he had exercised the Warrant immediately before  the
effective  date  of  the transaction.  The  assumption  agreement
shall provide for adjustments which shall be as nearly equivalent
as  may  be  practical to the adjustments provided  for  in  this
Section  5.  The  successor company shall mail to  the  Holder  a
notice  briefly  describing the assumption  agreement.   If  this
Paragraph applies, Paragraph 5 (a) above does not apply.

     (l)  Voluntary Reduction.  The Company from time to time may
reduce the Exercise Price by any amount for any period of time if
the  period  is  at  least  20  days  and  if  the  reduction  is
irrevocable  during the period.  Whenever the Exercise  Price  is
reduced,  the  Company shall mail to the Holder a notice  of  the
reduction.   The Company shall mail the notice at least  15  days
before  the  date the reduced Exercise Price takes  effect.   The
notice  shall state the reduced Exercise Price and the period  it
will  be  in effect.  A reduction of the Exercise Price does  not
change  or  adjust  the Exercise Price otherwise  in  effect  for
purposes of Paragraphs 5 (a) through (d) above.

       (m)   Dissolution,  Liquidation.   In  the  event  of  the
dissolution or total liquidation of the Company, then  after  the
effective  date  thereof, the Warrant and all  rights  thereunder
shall expire.

      (n)   Notices.   If (i) the Company takes any  action  that
would  require an adjustment in the conversion price pursuant  to
this Section 5; or (ii) there is a liquidation or dissolution  of
the  Company,  the  Company shall mail to  the  Holder  a  notice
stating  the proposed record date for a distribution or effective
date  of  a  reclassification, consolidation,  merger,  transfer,
lease,  liquidation or dissolution.  The Company shall  mail  the
notice  at least 15 days before such date.  Failure to  mail  the
notice  or any defect in it shall not affect the validity of  the
transaction.

     (o)  Determination by Company Conclusive.  Any determination
that the Company or its Board of Directors must make pursuant  to
this Section 5 shall be conclusive, absent manifest error.

6.   Fractional Shares.

If  the  number  of shares of Common Stock purchasable  upon  the
exercise  of  this  Warrant is adjusted  pursuant  to  Section  5
hereof,  the Company shall nevertheless not be required to  issue
fractions of shares upon exercise of the Warrant or otherwise, or
to distribute certificates that evidence fractional shares.  With
respect  to any fraction of a share called for upon any  exercise
hereof,  the Company shall round to the nearest share so that  if
the fraction is less than 0.5 no share shall be issued and if the
fraction is 0.5 or higher the Company shall issue one full share.

7.    Inclusion  of  Warrant  Shares in  Registration  Statement:
Right to Registration.

The Holder's rights and the Company's obligations with respect to
the  registration and qualification of the Warrant  Shares  under
the  Act  and applicable state securities laws are set  forth  in
Sections 3 and 6 of the Notes.

8.   Holder Not Deemed Stockholder.

The  Holder shall not, as holder of this Warrant, be entitled  to
vote  or  to receive dividends or be deemed the holder of  Common
Stock  that  may  at any time be issuable upon exercise  of  this
Warrant  for any purpose whatsoever, nor shall anything contained
herein be construed to confer upon the Holder, as holder of  this
Warrant, any of the rights of a stockholder of the Company or any
right  to  vote for the election of directors or upon any  matter
submitted to stockholders at any meeting thereof, or to  give  or
withhold  consent  to  any  corporate action  (whether  upon  any
recapitalization, issue or reclassification of stock,  change  of
par  value  or  change  of stock to no par value,  consolidation,
merger  or  conveyance  or otherwise), or to  receive  notice  of
meetings,  or to receive dividends or subscription rights,  until
the  Holder  shall have exercised this Warrant  and  been  issued
shares of Common Stock in accordance with the provisions hereof.

9.   Reservation of Shares.

The Company shall at all times reserve and keep available out  of
its  authorized but unissued stock, for the purpose of  effecting
the  issuance of stock upon exercise of this Warrant, such number
of  shares as shall from time to time be sufficient to effect the
issuance of shares of Common Stock upon exercise of this Warrant.

10.  Amendment.

This  Agreement shall not be amended, modified or revoked  except
by agreement in writing, signed by the Company and the Holder.

11.  Governing Law.

This Warrant shall be governed by the laws of the State of Texas.

IN  WITNESS  WHEREOF, the Company has caused this Warrant  to  be
executed  on  its behalf by an officer thereunto duly  authorized
and the Holder has executed this Agreement as of August 23, 1996.

INTILE DESIGNS, INC.

By:________________________________
____________________________________
     C. William Cox, President










                        SUBSCRIPTION FORM
                                
                  To Be Executed by the Holder
                  in Order to Exercise Warrant

The undersigned Holder hereby irrevocably elects to exercise this
Warrant, and to purchase the shares of Common Stock issuable upon
the  exercise  thereof, and requests that certificates  for  such
shares shall be issued in the name of

    PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    ________________________________________________________

    ________________________________________________________

    ________________________________________________________

             [please print or type name and address]

and be delivered to

    ________________________________________________________

    ________________________________________________________

    ________________________________________________________

             [please print or type name and address]


and if such number of shares of Common Stock shall not be all the
shares  issuable upon the exercise of this Warrants, that  a  new
Warrant  exercisable for the balance of the shares issuable  upon
the  exercise of this Warrants be delivered to the Holder at  the
address stated below.

Dated:                                        ___________________
x ______________________________


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                                        Signature Guaranteed


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