Exhibit No. 4.3
Intile Designs, Inc.
Form 10-KSB/ 1997
File No. 33-49854-A

                     CONVERSION CERTIFICATE
                      INTILE DESIGNS, INC.

      The  undersigned holder (the "Holder") is  surrendering  to
Intile Designs, Inc., a Delaware corporation (the "Company"), one
or   more   instruments   representing  Convertible   Subordinate
Promissory  Notes due July 31, 1999, listed at the foot  of  this
Agreement (the "Notes") for conversion into shares of the  Common
Stock, par value $0.0001, of the Company set forth at the foot of
this  Agreement  (the  "Common Stock").  In connection  with  the
conversion  provided for in this Agreement, the Holder represents
and  warrants to, and covenants and agrees with, the Company,  as
follows:

     (1)  The  Holder is acquiring the Common Stock for  its  own
          account for investment only and not with a view towards
          the public sale or distribution thereof and not with  a
          view to or for sale in connection with any distribution
          thereof;
     
     (2)  The Holder is (a) an "accredited investor" as that term
          is  defined  in  Rule  501 of  the  General  Rules  and
          Regulations  under  the  Securities  Act  of  1933,  as
          amended  ("Securities Act"); (b) experienced in  making
          investments of the kind described herein; (c) able,  by
          reason  of  the  business and financial  experience  of
          itself, its officers and directors (if applicable), its
          general  partners  (if  applicable),  and  professional
          advisors (who are not affiliated with or compensated in
          any  way  by the Company or its affiliates) to  protect
          its  own  interest in connection with the  transactions
          described herein; and (d)     able to afford the entire
          loss of its investment in the Common Stock;
     
     (3)  All  subsequent offers and sales of Common Stock by the
          Holder  shall be made pursuant to registration  of  the
          Common Stock under the Securities Act or pursuant to an
          exemption from such registration;
     
     (4)  The  Holder  understands that the Notes, including  the
          Common  Stock issuable on conversion, was  offered  and
          sold  to  the Holder in reliance on specific exemptions
          from  the  registration requirements of  United  States
          federal  and state securities laws and that the Company
          is  relying  on  the  truth and accuracy  of,  and  the
          Holders    compliance   with,   the    representations,
          warranties,     agreements,     acknowledgments     and
          understandings of the Holder set forth herein in  order
          to determine the availability of such exemptions;
     
     (5)  The   Holder  and  its  advisors,  if  any,  have  been
          furnished  with all materials relating to the business,
          finances,  and operations of the Company, and materials
          related  to  the  conversion of Notes to  Common  Stock
          which  have  been requested by the Holder.  The  Holder
          and  its  advisors,  if  any, have  been  afforded  the
          opportunity  to ask questions of the Company  and  have
          received complete and satisfactory answers to any  such
          inquiries;
     
     (6)  The  Holder  understands that  its  investment  in  the
          Common Stock involves a high degree of risk;
     
     (7)  The Holder understands that no United States federal or
          state agency or other government or governmental agency
          has passed on or made any recommendation or endorsement
          of the Common Stock; and
     
     (8)  This  certificate has been duly and validly authorized,
          executed and delivered on behalf of the Holder and is a
          valid  and  binding agreement of the Holder enforceable
          in   accordance   with  its  terms,   subject   as   to
          enforceability to general principles of equity  and  to
          bankruptcy,  insolvency, moratorium, and other  similar
          laws  affecting  the enforcement of  creditors'  rights
          generally.

       On   receipt  of  this  certificate  and  the  instruments
representing  the  Notes,  the Company shall  cancel  all  Notes,
neither  the Company nor the Holder shall have any further  right
or  obligation in respect thereof, the Company shall  immediately
cause to be issued to the Holder the Common Stock at the rate  of
one  share  for each $0.33334 in principal amount  of  the  Notes
($1.00  after  giving effect to the reverse split  on  March  31,
1997), and the Company shall cause to be issued to the Holder the
warrants originally acquired with the Notes exerciseable at $0.25
per share (post-reverse split) . The Holder acknowledges that the
Common  Stock  has not been registered under the Securities  Act,
the  Company is under no obligation to register any of the Common
Stock  under the Securities Act, and the Common Stock may not  be
transferred  unless subsequently registered under the  Securities
Act  or  the Holder delivers to the Company an opinion of counsel
reasonably  satisfactory  to  the  Company  in  form,  scope  and
substance  to  the effect that the Common Stock  to  be  sold  or
transferred  may be sold or transferred pursuant to an  exemption
from   registration.   The  Holder  further   acknowledges   that
certificates representing the Common Stock will contain a  legend
restricting  transfer except in compliance with  requirements  of
the  Securities  Act and applicable state statutes,  and  similar
restrictions will be placed on the Company's stock records.

     The conversion and exchange contemplated hereby is effective
for all purposes as of February 1, 1997, so that all principal of
the  Notes  is converted to Common Stock as of that date  and  no
further  interest is due and payable to the Holder after February
1,  1997.   The  conversion and exchange is  irrevocable  by  the
undersigned.

     DATED this 18th day of March, 1997.


     Print Name of Holder

__________________________________________
     Signature of Holder