Exhibit No. 4.1
Intile Designs, Inc.
Form 10-KSB/ 1997
File No. 33-49854-A

                     SUBSCRIPTION AGREEMENT
                      AND INVESTMENT LETTER

________________
Date

To the Board of Directors
Intile 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
"Intile"),  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  $100,000  per
Unit.   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 16 Units which is being made only to "accredited
investors" as defined herein on a 12 Unit minimum or none  to  16
Unit  maximum best efforts basis by the Company through July  31,
1996.  Based thereon, if 12 Units are not sold and paid for on or
prior to August 15, 1996 (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.  The Company is required  to
obtain  the  permission of its primary lender,  Nations  Bank  of
Texas   (the   "Bank"),  in  order  to  effect   this   Offering.
Accordingly, no funds will be released from the escrow account to
the Company unless the Bank's permission is obtained.

If  all of the Units are sold, the Company will receive aggregate
gross  proceeds of $1,600,000 less the expenses of this  Offering
which  management estimates will approximate $223,000,  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  August 15, 1996, 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 of such information.

Coleman will receive (i) a fee equal to 10% and a non-accountable
expense allowance equal to 3% of the aggregate purchase price  of
the Units sold; and (ii) a number of Warrants equal to 10% of the
number Warrants issuable as part of Units sold.  Ehud D. Laska, a
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.

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 all 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.

The  Company intends to obtain stockholder approval for a one for
two  reverse  split  of its common stock, par value  $0.0001  per
share,   (the   "Common  Stock")  after  which  there   will   be
approximately  3.22  million shares of Common  Stock  outstanding
including  approximately  420,000 shares  reserved  for  issuance
pursuant  to  the exercise of currently outstanding  options  and
currently authorized warrants.  Each Unit consists of (i) a  note
(collectively the "Notes") in the principal amount  of  $100,000;
and  (ii) 50,000 warrants (the "Warrants"), each to purchase  one
share  of  post split Common Stock at a price of $0.25 per  share
for  a  period  of seven years.  The Notes and Warrants  will  be
immediately detachable.

The  Notes will bear annual interest at the rate of 12%  for  the
first  six  months after issuance.  Thereafter the interest  rate
will  increase by 2% each six months until the shares  of  Common
Stock  underlying  the  Notes and the Warrants  (the  "Underlying
Shares")  are  registered as provided below, up to a  maximum  of
18%.   Interest  will be payable quarterly.  The  Notes  will  be
subordinated  to "Senior Indebtedness" as defined therein.   They
will  not  be personally guaranteed and there will be no  sinking
fund, trustee or indenture with respect thereto.

The  Notes will mature on the earlier or 36 months after issuance
or  the closing of the "Public offering" as defined below.   Each
Note will be immediately convertible into post split Common Stock
at  the rate of $1.50 per share.  The Notes will not be repayable
for  up  to  six  months after the date of  issuance  except  for
repayment  from the proceeds of the Public Offering.  Thereafter,
they  will  be  prepayable prior to maturity on 30  day's  notice
without  penalty unless such prepayment occurs before  Underlying
Shares  and  the Warrant Shares are registered.  In  such  event,
Note  holders  may convert their Notes during the 30  day  notice
period  into  post split Common Stock at the lower of  $1.50  per
share  or  50%  of  the  market value  of  the  Common  Stock  as
determined  in  the  Note.   If  prepayment  is  effected   after
registration of the Underlying Shares and the Warrant Shares, the
Notes  will  be convertible only at the rate of $1.50 per  share.
The  Notes will also be convertible into the units to be sold  in
the Public Offering at a discount of 50% from the Public Offering
price.

The  conversion rate of the Notes and the exercise price  of  the
Warrants  will  be  subject  to  adjustment  in  accordance  with
appropriate anti-diltition provisions.  In addition, in the event
that,  prior  to  the  repayment of the  Notes,  the  Company  is
acquired,  or  effects  a merger where it is  not  the  surviving
entity,  or participates in a similar transaction, at the  option
of  the Note holders, the Notes will be repaid or converted  into
two times the amount of the securities and/or other consideration
to  be  distributed to Common Stock holders upon consummation  of
the   transaction  if  the  holders  had  converted  their  Notes
immediately before the effective date of the transaction.

The  undersigned  understands that the Company and  Coleman  have
entered  into  a  letter of intent dated  July  31,  1995,  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 the Private Placement.
The  letter  of  intent  further provides that  any  registration
statement  ("Registration  Statement")  to  be  filed  with   the
Securities  and  Exchange  Commission  (the  "Commission")   will
include provisions for the registration of 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
December  31,  1996, the holders of a majority of the  Underlying
Shares  shall  have the right, on one occasion only  through  one
year  after  the date on which all of the Notes have been  repaid
and/or converted and all of the Warrants have expired and/or been
exercised,  to  demand that the Company register  the  Underlying
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 Underlying Shares.

The  undersigned acknowledges that the Units, and the  underlying
Notes   and   Warrants  (the  "Underlying  Securities")   he   is
purchasing, as well as any Underlying Shares into which the Notes
may  be converted and/or for which the Warrants may be exercised,
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  to   be
received  by  him,  as well as the certificates representing  any
Underlying Shares, 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, and will acquire the Underlying Shares  if
he  should convert the Notes and/or exercise the Warrants, 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 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 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,
Underlying Securities or Underlying Shares on his behalf.

The  undersigned represents and warrants that he has received (i)
a copy of the form of the Note appended hereto as EXHIBIT B; (ii)
a copy of the form of Warrant appended hereto as EXHIBIT C; (iii)
a  copy  of  the Company's Form 10-KSB for the fiscal year  ended
March  31, 1996 appended hereto as EXHIBIT D; (iv) a copy of  the
Company's  Form  8-K  dated March 12,  1996  appended  hereto  as
EXHIBIT  E; (v) a copy of the Company's Form 8-K dated March  29,
1996  appended  hereto  as EXHIBIT F; and  (vi)  a  copy  of  the
Company's Proxy Statement for the Company's Annual Meeting to  be
held  on July 26, 1996 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:

The Company 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 13 showroom/warehouse facilities
and three showrooms in seven states.

The  Company 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  two  weeks  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  greater
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. Intile 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 Cornpany 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 88 full time employees in addition  to
its   seven   executive   officers.   Of   these,   28   are   in
administration, 26 in sales and 34 in operations.

Intile  has  operations  in  seven states  with  retail  showroom
locations in Houston, Dallas, Austin, The Woodlands, Webster  and
Corpus   Christi,  Texas;  Atlanta,  Georgia;  Orlando,  Florida;
Boston, Massachusetts; Phoenix, Arizona; Anaheim, Northridge  and
Los Angeles, California; and Denver, Colorado.  The Company plans
to  close  its  Boston  operation shortly.   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.

In February 1995 the Company acquired 100% of the common stock of
TCM  Holdings Corporation ("TCM") in exchange for 644,276 of  its
Common  Stock.   Management estimates that,  in  accordance  with
certain  final  price adjustments provided by the  terms  of  the
purchase  agreement, 240,000 of these shares will be returned  to
the  Company.  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.

The  Company  is  in violation of certain loan covenants  of  its
credit facility with the Bank.  Consequently, the Bank may demand
repayment  of  the  entire  outstanding  balance  of   the   note
(currently $5,780,000), which is secured by all of the  Company's
inventory and accounts receivable, and the debt must be  recorded
in  full  as  a  current liability.  This issue  has  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 EXIHIBIT D (the "March 31, 1996 Form 10-KSB").

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.

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 60   President, Chairman of the Board and
                           Chief Executive Officer

     Barbara Ceman  58   Vice President-Retail Training and
                           Secretary

     Donald J. Geiger    55   Vice President-Marketing

     Milton C. Standifer 52   Vice President-Westem Region

     James C. Hazlewood  49   Chief Financial Officer

     Ehud D. Laska       46   Director

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

     Edward K. Paul, Jr. 58   Director

     Peter Boogren       46   Vice President-consumer

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 31, 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.

The  Company is authorized to issue 10,000,000 shares  of  Common
Stock,  $0.0001 par value per share, of which approximately  3.22
million  shares will be issued and outstanding, including  shares
reserved  for options and warrants, after a one for  two  reverse
split  of  the  Common  Stock which, as noted  above,  is  to  be
completed prior to 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.

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 rights  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 Company has initially reserved 1,946,667 shares of post split
Common  Stock for issuance upon the conversion of the  Notes  and
the exercise of the Warrants.  Should the Notes be convertible at
a  price  of  less than $1.50 per qhare, the Company  commits  to
reserve  such  additional shares as are necessary  to  allow  the
Notes  to be converted fully.  In addition, shares of post  split
Common Stock have been reserved for issuance upon the exercise of
currently  existing options as well as authorized warrants,  only
some or which arc currcnfly outstanding.
The transfer agent for the Common Stock is lnterwest Transfer Co.

If  all  of the Units are sold, the undersigned understands  that
the Company will receive aggregate net proceeds in the amount  of
$1,377,000 which will be used for the following purposes:

     Repayment of debt                  1,000,000
     Working capital                          $  377,000*
Total                                         $1,377,000
_______________________
*    This amount will be reduced to the extent that less than the
maximum number of Units offered hereby is sold.

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

Potential  Adverse Effect of Loan Covenant Default  on  Company's
Financial   Condition.  Because  the  Company  is  in   violation
of'certain loan covenants of its credit facility with  the  Bank,
the  Bank  may  demand repayment of the entire  outstanding  loan
balance  (currently $5,780,000), which is secured by all  of  the
Company's inventory and accounts receivable.  Although as of  the
date hereof lntile has received no notice of demand from the Bank
for  such repayment, no representation can be given that a demand
will  not  be  made.   The  Company's  operations  and  financial
condition  would be significantly adversely affected  should  the
Bank require lntile to repay the loan in full.  In such event, it
is  unlikely that the Company could continue its business  unless
it  could  obtain alternate financing of which there  can  be  no
assurance.

Independent   Auditors'  Report.  Because   Intile   suffered   a
significant loss for the fiscal year ended March 31, 1996 and  is
in  violation  of certain loan covenants of its credit  facility,
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 curing of its loan covenant defaults 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 revenue  to  be
generated  by the operation of 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.

Growth Stage Company.  The Company is in the process of expanding
and  developing its business.  A portion of the net  proceeds  of
this  Offering  will  be committed to that  effort.   It  is  not
possible   to  predict  the  Company's  degree  of   success   in
implementing  this  expansion.  If the business  is  successfully
expanded,  the  Company will need to acquire the  managerial  and
support  resources necessary to manage this expansion  which  may
require  additional  capital.  There is  no  assurance  that  the
Company   will   be  successful  in  assembling  the   financial,
managerial, and other resources needed to implement its expansion
plans.

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

Risks of International Supply Factors.  Approximately 70% of  the
Company's products during the 1992 fiscal year were secured  from
suppliers  located  outside  of the  United  States.   There  are
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.

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
and  managerial  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  of 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 materially adverse impact  on
the  Company.   The  Company does not have employment  agreements
with any of its officers or employees.

Volatility  of  Share Price.  The Common Stock is traded  in  the
over-the-counter market on the NASDAQ Electronic Bulletin  Board.
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  $0.25 per share.  No assurance can 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.  There  is
no  public  market for the Units, the Notes or the  Warrants  and
none   is  expected  to  develop.   As  previously  noted,  these
securities  and  the Underlying Shares have not  been  registered
under  the Securities Act or qualified under 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  or  an
exemption  from such registration and qualification is available.
Although  the Unit holders have certain rights to register  their
Underlying 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
Underlying  Shares could not be registered.  Even if  registered,
there is no assurance that the market in the Common Stock will be
sufficiently  active  to permit a Unit holder  to  liquidate  his
Underlying 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.

Subordination  of Notes; Lack of Guarantees; Risk of  Failure  to
Service or Repay Notes.  The Notes will be subordinated to all of
Intile's current and future Senior Debt (as defined therein)  and
will  not  be  personally guaranteed.  As a result, Note  holders
will  be dependent upon the Company's resources and the Company's
ability to generate sufficient revenue from operations to satisfy
all  of its obligations on such Debt in addition to servicing the
Notes.   In  view of the Company's recent substantial losses  and
the  other factors noted herein, there is a significant risk that
Intile  may  not be able to service the Notes in accordance  with
their  terms or repay them when they mature.  In addition,  if  a
default  were  to occur, there is no assurance that Note  holders
would  be  able  to obtain repayment of the sums then  due  under
their Notes.

Limitation on Right to Pursue Remedies.  In the event the Company
should  default in payment under the terms of the  Notes,  unless
the holders of 25% of the principal amount of the Notes elect  to
declare a default, no individual Note holder will have the  right
to pursue his remedies thereunder.

Original  Issue Discount; Portion of Repayment of Note  Principal
Treated  as  Income to Note Holder.  A portion of the Unit  price
may  be  allocated to the Warrants causing the Notes to be issued
with  an  original issue discount.  In such event, upon repayment
of  Note principal, a Note holder would receive taxable income in
the  amount equal to the original issue discount allocated to his
Note.   Each prospective purchaser should consult his tax advisor
to  determine the effect of this transaction on his personal  tax
status.

Control  By  Management.  Upon completion of  this  offering  the
Company's  officers and directors will own approximately  42%  of
the  outstanding  Common  Stock.  The  Company's  Certificate  of
Incorporation   does   not   provide   for   cumulative   voting.
Accordingly, the Company's current management, if they act  as  a
group,  may  be able to elect all of the Company's directors  and
continue to control the Company's affairs and operations.

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  72.6% 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
$377,000  or 27.4% 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 August 30,  1996  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.

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, the form of Note, the  Security
Agreement,   the  form  of  Warrant  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  ninth  and  tenth
paragraphs  of this Subscription Agreement and Investment  Letter
and   that  the  Company  will  prohibit  the  transfer  of   the
undersigned's Units, Underlying Securities and Underlying  Shares
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.

Thee 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, 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)   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;

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

      (f)  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;

      (g)   The  laws  of  the State of 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 Harris
County,  Texas,  and  the undersigned agrees  to  submit  to  the
personal jurisdiction of such court;

       (h)   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

      (i)   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 Cernan, 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 1993:

          Yes ________                           No _______

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

          Yes ________                          No _______

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

          Yes ________                           No _______

5.   My estimated 1996 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 1993, 1994 and 1995:

          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.