Exhibit No. 4.2
Intile Designs, Inc.
Form 10-KSB/ 1997
File No. 33-49854-A


                      INTILE DESIGNS, INC.
          12% CONVERTIBLE SUBORDINATED PROMISSORY NOTE
                        DUE JULY 31, 1999

$150,000.00

August 23, 1996

     THIS  NOTE IS 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 IT NOR THE  SHARES  OF
     COMMON  STOCK  INTO WHICH IT CAN BE  CONVERTED  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
     MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.

FOR  VALUE  RECEIVED, the undersigned, INTILE  DESIGNS,  INC.,  a
Delaware  corporation with offices at 9716 Old Katy  Road,  Suite
110, Houston, Texas 77055 ("Maker"), promises to pay to Daniel K.
Weiskopf  with  an address at M H Capital, 237 Park  Avenue,  8th
Floor, New York, New York 10017 ("Payee"), on the earlier of  the
closing  date  of a "Public Offering" (as defined  in  Section  3
below) or July 31, 1999 except as otherwise provided herein  (the
"Maturity  Date"), the principal amount of One Hundred and  Fifty
Thousand  ($150,000.00) Dollars in lawful  money  of  the  United
States  of  America (the "Principal") together with  the  accrued
interest.

This Note is one of a series of notes (collectively the "Notes"),
all with the same terms and conditions as those set forth herein,
which may be issued by Maker up to the aggregate principal amount
of  One Million Six Hundred Thousand ($1,600,000) Dollars.   Each
Note  is  included in a unit (the "Unit") which  is  part  of  an
offering  of  up to 16 Units (the "Offering") being conducted  by
Maker  on  a  12  Unit minimum or none to 16  Unit  maximum  best
efforts basis.  The Offering will terminate on the sooner of  the
sale  of all of the Units or August 15, 1996 (unless extended  to
August  30,  1996).  Each Unit consists of (i) one  Note  in  the
principal amount of One Hundred Thousand ($100,000) Dollars;  and
(ii) 50,000 warrants (the "Warrants"), each to purchase one share
(collectively the "Warrant Shares") of Maker's post split  common
stock, par value $0.0001 (the "Common Stock") at a price of $0.25
per  share  for  a  period  of  seven  years.   Accordingly,   in
connection  with  the acquisition of this Note,  Payee  has  also
received 75,000 Warrants.

The  Note  is (i) subordinated to certain of Maker's indebtedness
defined  herein  as  "Senior  Debt"; and  (ii)  convertible  into
Maker's  post  split Common Stock, all as set  forth  below.   It
bears simple interest (the "Interest") at the initial annual rate
of  twelve  percent (12%) through six (6) months after  the  date
hereof, fourteen percent (14%) through six (6) months thereafter,
sixteen  percent  (16%)  through six (6) months  thereafter,  and
eighteen  percent  (18%) thereafter until the Principal  and  all
accrued  Interest thereon (collectively the "Obligations")  shall
be  paid in full.  Anything to the contrary not withstanding, the
rate  of interest shall not increase after the Underlying  Shares
and  the  Warrant Shares have been registered as provided  below.
Interest  is  payable, in arrears, on the Interest Payment  Dates
(as  defined  in  Section 1 below), until the Principal  and  all
accrued  Interest thereon (collectively the "Obligations")  shall
be paid in full.

1.   Interest.

Maker  will  pay  Interest on the first  day  of  each  November,
February,   May   and  August  (the  "Interest  Payment   Dates")
commencing on November 1, 1996.  Interest on the Note will accrue
from the most recent date to which interest has been paid or,  if
no interest has been paid, from the date of delivery of the Note.
Interest  will  be  computed on the basis of a  360-day  year  of
twelve 30 day months.

2 .       Method of Payment.

Maker  will  pay Principal and Interest in money  of  the  United
States  that  at  the  time of payment is legal  tender  for  the
payment  of  public and private debts.  Maker may,  however,  pay
Principal  and  Interest  by its check,  subject  to  collection,
payable  in such money.  It may mail an Interest check to Payee's
address as it first appears on this Note or such other address as
Payee  shall give by notice to Maker.  Payee must surrender  this
Note to Maker to collect Principal payments and the actual number
of days elapsed for fractions of months.

3.   Public Offering.

Maker  covenants  and  agrees with Payee to file  a  registration
statement pursuant to the registration provisions of the Act (the
"Registration Statement") in a timely manner with the  Securities
and  Exchange  Commission (the "Commission")  covering  a  public
offering  (the  "Public Offering") of its securities  which  will
include,  among  other things, the shares of  Common  Stock  into
which  this  Note may be converted (the "Underlying Shares")  and
for  which  the  Warrants owned by Payee may  be  exercised  (the
Warrant Shares").

4.   Conversion.

(a)   Payee's right to Convert.  Payee shall have the  right,  at
any  time from the date hereof until the Obligations are paid  in
full,  to  cause  the conversion of all or any portion  (if  such
portion  is One Thousand [$1,000] Dollars or a whole multiple  of
One  Thousand [$1,000] Dollars) of the Principal outstanding  and
accrued  but  unpaid  Interest at the  time  such  conversion  is
effected  (the  "Convertible Obligations")  into  the  Underlying
Shares.   Except as set forth in the next following sentence  and
Section 11 below, the price for conversion, subject to adjustment
as  provided below, shall be $1.50 per share.  In addition to the
foregoing,  in the event that the Public Offering is consummated,
Payee shall have the right, exercisable by notice to Maker on  or
prior to five trading days before the anticipated effective  date
of the Registration Statement, to convert all but not any portion
of  the Convertible Obligations into the units to be sold in  the
Public  Offering  at a discount of 50% from the  Public  Offering
price.   Maker shall provide Payee with no less than ten  trading
day's  notice of the anticipated effective date.  If  the  Public
Offering  is successfully completed, Payee must accept  repayment
of  this  Note at the closing unless he has previously  exercised
his  right  to  convert as provided herein.  On conversion  Maker
shall round to the nearest share for any fractional 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 Maker shall issue one full share.

(b)   Manner  of  Conversion.  Payee may exercise his  conversion
right  by giving notice thereof to Maker setting forth the amount
of  the Convertible Obligations to be converted.  Within 15  days
after  the giving of such notice Maker shall issue the number  of
Underlying Shares into which the Convertible Obligations  are  to
be  converted in accordance with the conversion price and deliver
to  Payee  a certificate or certificates therefor, registered  in
his  name, representing such Shares against delivery to Maker  of
this  Note  marked  paid  in full.  If  only  a  portion  of  the
Convertible Obligation then outstanding is converted, Maker shall
deliver  to Payee, together with the aforesaid certificate(s),  a
new  promissory  note, in form and substance  identical  to  this
Note,  except that the principal amount thereof shall equal  that
portion of the Convertible Obligations then outstanding which has
not  been  converted.  Payee shall represent in writing to  Maker
prior  to  the receipt of the Underlying Shares that such  Shares
will be acquired by him for investment only and not for resale or
with a view to the distribution thereof, and shall agree that any
certificates   representing  the  Shares  may  bear   a   legend,
conspicuously  noting  such  restriction,  as  Maker  shall  deem
reasonably necessary or desirable to enable it to comply with any
applicable federal or state laws or regulations.

5 .  Adjustment in Conversion Price.

(a)   Adjustment for Change in Capital Stock.  Except as provided
in  Paragraph 5 (m) below, if Maker 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 into a 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 Maker is the continuing
corporation), then in each such case the conversion privilege and
the  conversion price in effect immediately prior to such  action
shall  be  adjusted so that if the Note is thereafter  converted,
Payee  may receive the number and kind of shares which  he  would
have  owned immediately following such action if he had converted
the Note immediately prior to such action.  Such adjustment shall
be  made  successively whenever such an 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  Payee
upon  conversion of this Note may receive shares of two  or  more
classes  of  capital stock of Maker, Maker's Board  of  Directors
shall  determine the allocation of the adjusted conversion  price
between the classes of capital stock.  After such allocation, the
conversion  privilege  and conversion  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 Issuances of Common Stock.  If Maker
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 conversion price in effect on the  date  of  such
issue,  forthwith upon such issue, the conversion price in effect
immediately  prior  to  such  action  (the  "Existing  Conversion
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  Conversion Price and the price of the shares so  issued
and  subtracting  the result from the Existing Conversion  Price.
In  the case of an issue of additional shares of Common Stock for
cash,  the  consideration  received by Maker  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 Maker's treasury.  The  number  of
shares outstanding at any given time shall not include shares  in
Maker's treasury.

(c)   Subscription Offerings.  In case Maker shall issue  rights,
options,  or warrants entitling the 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  Existing
Conversion  Price  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
conversion  price shall be adjusted by multiplying the conversion
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 Existing Conversion 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  conversion
price  shall  be readjusted after the expiration of such  rights,
options,  or warrants (but only to the extent that this  Note  is
not  converted  after such expiration), to the  conversion  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 Maker's Board of Directors.   Shares
of  Common Stock owned by or held for the account of Maker 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 Maker  shall
distribute  to  all holders of Common Stock (including  any  such
distribution made to the stockholders of Maker in connection with
a  consolidation  or  merger in which  Maker  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  5  (c) above), then in each such case  the  conversion
price  shall be adjusted by multiplying the conversion  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 Maker'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 5 (d) above, 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 Maker's Board of Directors,
shall be used.

(f)   Minimum Adjustment.  No adjustment in the conversion  price
shall  be  required  if  such  adjustment  is  less  than  $0.05;
provided, however, that any adjustments which by reason  of  this
Paragraph  5  (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 conversion price be  made
effective as of a record date for a specified event, if the  Note
shall  have been converted after such record date Maker may elect
to  defer until the occurrence of such event issuing to Payee the
shares, if any, issuable upon such conversion over and above  the
shares, if any, issuable upon such conversion on the basis of the
conversion  price  in effect prior to such adjustment;  provided,
however,  that Maker shall deliver to Payee a due bill  or  other
appropriate  instrument evidencing Payee'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  conversion
price  as a result of the calculations made in Paragraphs  5  (a)
through  (d) above, the Note shall thereafter evidence the  right
to  purchase,  at the adjusted conversion price, that  number  of
shares  (calculated  to  the nearest one-hundredth)  obtained  by
dividing  (i) the product obtained by multiplying the  number  of
shares   purchasable  upon  conversion  of  the  Note  prior   to
adjustment  of  the number of shares by the conversion  price  in
effect  prior to adjustment of the conversion price by  (ii)  the
conversion  price  in  effect  after  such  adjustment   of   the
conversion price.

(i)  When No Adjustment Required.  No adjustment need be made for
a  transaction referred to in Paragraphs 5 (a) through (d)  above
if  Payee  is  permitted to participate in the transaction  on  a
basis no less favorable than any other party and at a level which
would  preserve  Payee's percentage equity participation  in  the
Common Stock upon conversion of the Note.  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  Maker's
currently existing stock option plans, the exercise of any  other
of  Maker's  currently  outstanding  options,  or  any  currently
authorized  warrants, whether or not outstanding.  No  adjustment
need be made for a change in the par value or no par value of the
Common Stock.  If the Note becomes convertible solely into  cash,
no  adjustment need be made thereafter.  Interest will not accrue
on the cash.

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

(k)  Voluntary Reduction.  Maker from time to time may reduce the
conversion  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 conversion price  is  reduced,
Maker shall mail to Payee a notice of the reduction.  Maker shall
mail  the  notice  at least 15 days before the date  the  reduced
conversion  price  takes  effect.  The  notice  shall  state  the
reduced conversion price and the period it will be in effect.   A
reduction  of the conversion price does not change or adjust  the
conversion price otherwise in effect for purposes of Paragraphs 5
(a) through (d) above.

(l)   Notice  of  Certain Transactions.  If (i) Maker  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 Maker, Maker shall mail to Payee a notice  stating
the proposed record date for a distribution or effective date  of
a   reclassification,  consolidation,  merger,  transfer,  lease,
liquidation or dissolution.  Maker 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.

(m)   Reorganization of Company.  If Maker and/or the holders  of
Common  Stock  are  parties  to  a  merger,  consolidation  or  a
transaction  in which (i) Maker transfers or leases substantially
all  of  its  assets;  (ii)  Maker 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   Note.   If  the  issuer  of  securities  deliverable  upon
conversion  of  the  Note  is  an  affiliate  of  the  surviving,
transferee or lessee corporation, that issuer shall join in  such
assumption.   The  assumption agreement shall  provide  that  the
Payee may convert the Convertible Obligations into twice 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 converted the Note 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 Payee  a  notice
briefly  describing the assumption agreement.  If this  Paragraph
applies, Paragraph 5 (a) above does not apply.

(n)  Maker Determination Final.  Any determination that Maker  or
its Board of Directors must make pursuant to this Section 5 shall
be conclusive, absent manifest error.

6.     Inclusion  of  Securities  in  Registration  Statement:   Right   to
Registration.

(a)    Payee's   Right  to  Include  Securities  in  Registration
Statement.   Maker  will include the Underlying  Shares  and  the
Warrant  Shares  in the Registration Statement on  the  condition
that  Payee provides Maker and its counsel, in a timely  fashion,
with  all  information Maker's counsel may reasonably require  in
order to effect such inclusion.  Maker shall use its best efforts
to  have  the  Registration Statement declared effective  by  the
Commission  but no assurance to this effect can be given  or,  if
the Registration Statement is declared effective, that the Public
Offering will ever be successfully completed.

(b)   Payee's  Demand Right to Registration.  If the Registration
Statement  shall not be declared effective by December 31,  1996,
then,  upon receipt of notice (the "Registration Request Notice")
requesting  registration under the Act of the  Underlying  Shares
and  the Warrant Shares from the holders of the majority of  such
Shares,  on  only  one  occasion, after December  31,  1996,  and
through  one year after the date on which all of the  Notes  have
been  repaid and/or converted and all of the Warrants  have  been
exercised  or expired, Maker will offer to Payee the  opportunity
to   include  his  Underlying  Shares  and  Warrant  Shares  (the
"Registerable Shares") in such registration.  Maker will use  its
best  efforts to file with the Securities and Exchange Commission
(the  "Commission")  as promptly as practicable,  a  registration
statement  (the "Demand Registration Statement"), utilizing  year
end  audited financial statements, and will use its best  efforts
to  have the Demand Registration Statement-declared effective  an
remain  effective, until the earlier of two years  thereafter  or
the date all the Registerable Shares registered thereby have been
sold.   Maker  will  also  use its best efforts  to  qualify  the
Registerable Shares under the securities laws of the state  where
Payee resides provided Maker is not required to execute a general
consent  to  service or to qualify to do business in such  state.
This  offer  to  Payee shall be made within 20 days  after  Maker
receives  the  Registration Request Notice.  If Payee  elects  to
include  his  Registerable  Shares  in  the  Demand  Registration
Statement,  he will, in a timely fashion, provide Maker  and  its
counsel  with  such  information and execute  such  documents  as
Maker's counsel may reasonably require to prepare and process the
Demand  Registration Statement.  If Payee elects not  to  include
his  Registerable Shares in the "Demand Registration  Statement,"
he  shall  have  no  further rights to the  registration  of  his
Registerable Shares under this Paragraph 6 (b).

(c)   Payee's "Piggy Back" Registration Rights.  If at  any  time
after  the  date  hereof, Maker proposes to file  a  Registration
Statement  under  the Act with respect to any of  its  securities
(except one relating to employee benefit plans), Maker shall give
written notice of its intention to effect such filing to Payee at
least  30  days prior to filing such Registration Statement  (the
"Piggy-Back  Registration  Statement").   If  Payee  desires   to
include  his  Registerable Shares in the Piggy-Back  Registration
Statement, he shall notify Maker in writing within 15 days  after
receipt  of  such notice from Maker, in which event  Maker  shall
include   Payee's   Registerable   Shares   in   the   Piggy-Back
Registration   Statement.   If  Payee  elects  to   include   his
Registerable  Shares in the Piggy-Back Registration Statement  as
set  forth  herein, he shall, in a timely fashion, provide  Maker
and  its counsel with such information and execute such documents
as  its counsel may reasonably require to prepare and process the
Piggy-Back Registration Statement.

(d)   Copies of Registration Statements and Prospectuses.   Maker
will  provide  Payee  with  a  copy of  the  Demand  Registration
Statement or Piggy-Back Registration Statement, as the  case  may
be,   and  any  amendments  thereto,  and  copies  of  the  final
prospectus  included therein in such quantities as may reasonably
be required to permit Payee to sell his Registerable Shares after
the  Demand  Registration  Statement or  Piggy-Back  Registration
Statement,  as  the  case may be, is declared  effective  by  the
Commission.

(e)   Maker's Obligation to Bear Expenses of Registration.  Maker
will  bear  all expenses (except      underwriting discounts  and
commission, if any, and the legal fees and expenses, if  any,  of
counsel to Payee) necessary and incidental to the performance  of
its obligations under this Section 6.

(f)   Indemnification.  Maker and Payee, if Payee's  Registerable
Shares are included in a Registration Statement pursuant to  this
Section  6, shall provide appropriate cross indemnities  to  each
other covering the information supplied by the indemnifying party
for inclusion in the Registration Statement.

7 .   Subordination, Pari Passu with other Notes.

This  Note is subordinated to Senior Debt, which is the principal
of  and  premium,  if any, and interest (including  post-petition
interest, if any) on, and any other payment due pursuant  to  the
terms of instruments creating or evidencing Indebtedness of Maker
outstanding  on the date of this Note or Indebtedness  thereafter
created,  incurred,  assumed  or  guaranteed  by  Maker  and  all
renewals, extensions and refundings thereof, which is payable  to
banks  or other traditional long-term institutional lenders  such
as   insurance  companies  and  pension  funds,  unless  in   the
instrument creating or evidencing such Indebtedness,  it  is  not
provided that such Indebtedness is senior in right of payment  to
this  Note.   Notwithstanding  the foregoing,  Senior  Debt  with
respect to Maker or any subsidiary thereof shall not include  (i)
any  Indebtedness  of  Maker  to any such  subsidiary  for  money
borrowed   or  advanced  from  such  subsidiary,  and  (ii)   any
Indebtedness  representing the redemption price of any  preferred
stock.   "Indebtedness,"  as applied to  any  entity,  means  any
indebtedness,  contingent or otherwise, in  respect  of  borrowed
money  (whether or not the recourse of the lender is to the whole
of  the  assets of such entity or only to a portion thereof),  or
evidenced  by bonds, notes, debentures or similar instruments  or
letters  of  credit,  or representing the  balance  deferred  and
unpaid of the purchase price of any property or interest therein,
except any such balance that constitutes a trade payable, if  and
to  the extent that such indebtedness would appear as a liability
upon  a  balance sheet of such entity prepared on a  consolidated
basis   in   accordance   with  generally   accepted   accounting
principles.   Senior Debt must be paid before  the  Note  may  be
paid.   This  Note shall be paid on a pari passu basis  with  all
other  Notes.   Upon  request of Maker Payee shall  execute  such
subordination agreements with holders of Senior Debt as shall  be
reasonably requested.  Anything to the contrary not withstanding,
Senior Debt includes, but is not limited to, Indebtedness payable
by  Maker to Nations Bank of Texas and/or any affiliates  thereof
and  is  subordinated to such Indebtedness as set  forth  in  the
Subordination Terms attached hereto as EXHIBIT A.

8.     Covenants.

Maker  covenants and agrees that from and after the  date  hereof
and  until  the  date of repayment in full of the Obligations  it
shall comply with the following conditions:

     (i)   Maintenance  of  Existence and  Conduct  of  Business.
     Maker shall, and shall cause each of its subsidiaries to (A)
     do  or cause to be done all things necessary to preserve and
     keep  in  full force and effect its corporate existence  and
     rights; and (B) continue to conduct its business so that the
     business  carried on in connection therewith may be properly
     and advantageously conducted at all times.
     
     (ii)  Books and Records.  Maker shall, and shall cause  each
     of  its subsidiaries to, keep adequate books and records  of
     account with respect to its business activities.
     
     (iii)      Insurance.  Maker shall, and shall cause each  of
     its  subsidiaries  to, maintain insurance policies  insuring
     such  risks as are customarily insured against by  companies
     engaged in businesses similar to those operated by Maker  or
     such  subsidiaries, as the case may be.  All  such  policies
     are  to  be  carried with reputable insurance  carriers  and
     shall  be in such amounts as are customarily insured against
     by companies with similar assets and properties engaged in a
     similar business.
     
     (iv) Compliance with Law.  Maker shall, and shall cause each
     of its subsidiaries to, comply in all material respects with
     all federal, state and local laws and regulations applicable
     to  it  or  such subsidiaries, as the case may be, which  if
     breached would have a material adverse effect on Maker's  or
     such  subsidiaries',  as  the  case  may  be,  business   or
     financial condition.

9.      Representations and Warranties of Maker.

Maker represents and warrants that it: (i) is a corporation  duly
organized, validly existing and in good standing under  the  laws
of the State of Delaware and has all requisite corporate power to
carry  on its business as now conducted and to own its properties
and assets it now owns; (ii) is duly qualified or licensed to  do
business  as  a  foreign  corporation in  good  standing  in  the
jurisdictions  in which ownership of property or the  conduct  of
its business requires such qualification except jurisdictions  in
which the failure to qualify to do business will have no material
adverse   effect   on   its   business,  prospects,   operations,
properties,  assets or condition (financial or otherwise);  (iii)
has  full  power and authority to execute and deliver this  Note,
and  that the execution and delivery of this Note will not result
in  the breach of or default under, with or without the giving of
notice   and/or  the  passage  of  time,  any  other   agreement,
arrangement  or indenture to which it is a party or by  which  it
may be bound, or the violation of any law, statute, rule, decree,
judgment  or regulation binding upon it; and (iv) has  taken  and
will  take  all  acts  required, including  but  not  limited  to
authorizing  the signatory hereof on its behalf to  execute  this
Note,  so  that upon the execution and delivery of this Note,  it
shall  constitute  the  valid and legally binding  obligation  of
Maker enforceable in accordance with the terms thereof.

10.  Defaults and Remedies.

(a)   Events of Default.  The occurrence or existence of any  one
or  more of the following events    or conditions (regardless  of
the  reasons  therefor) shall constitute an  "Event  of  Default"
hereunder:

     (i)   Maker  shall fail to make any payment of Principal  or
     Interest  when due and payable or declared due  and  payable
     pursuant  to the terms hereof and such failure shall  remain
     uncured  for  a period of ten days after notice thereof  has
     been given by Payee to Maker;
     
     (ii)  Maker  shall  fail  at any  time  to  be  in  material
     compliance with any of the covenants set forth in Section  8
     of  this  Note, or shall fail at any time to be in  material
     compliance  with or neglect to perform, keep or observe  any
     of  the  provisions  of  this  Note  to  be  complied  with,
     performed, kept or observed by Maker and such failure  shall
     remain  uncured for a period of 15 days after notice thereof
     has been given by Payee or the Agent to Maker;
     
     (iii)     Any representation or warranty made in this Note
     by Maker shall be untrue or incorrect in any material
     respect as of the date when made or deemed made;
     
     (iv)  Maker shall receive notice of acceleration of  any  of
     its  material indebtedness other than the Obligations  which
     notice  shall  not  be  rescinded within  any  grace  period
     applicable thereto;
     
     (v)   A case or proceeding shall have been commenced against
     Maker,  or  any  of  its subsidiaries,  in  a  court  having
     competent jurisdiction seeking a decree or order in  respect
     of  Maker, or any of its subsidiaries, (A) under Title 11 of
     the  United  States  Code, as now constituted  or  hereafter
     amended,  or any other applicable federal, state or  foreign
     bankruptcy or other similar law; (B) appointing a custodian,
     receiver, liquidator, assignee, trustee or sequestrator  (or
     similar  official) of Maker, or any of its subsidiaries,  or
     any  of  their  respective properties; or (C)  ordering  the
     winding-up or liquidation of the affairs of Maker, or any of
     its  subsidiaries, and such case or proceeding shall  remain
     unstayed or undismissed for a period of 90 consecutive  days
     or  such  court shall enter a decree or order  granting  the
     relief sought in such case or proceeding; or
     
     (vi)  Maker, or any of its subsidiaries, shall  (A)  file  a
     petition seeking relief under Title 11 of the United  States
     Code,  as now constituted or hereafter amended, or any other
     applicable  federal,  state or foreign bankruptcy  or  other
     similar   law;   or  (B)  consent  to  the  institution   of
     proceedings thereunder or to the filing of any such petition
     or  to the appointment of or the taking of possession  by  a
     custodian,   receiver,  liquidator,  assignee,  trustee   or
     sequestrator (or similar official) of Maker, or any  of  its
     subsidiaries, or any of their respective properties.

Anything to the contrary not withstanding, neither the bankruptcy
proceeding currently involving TCM Holdings Corp. nor the failure
of  Maker to file the Registration Statement or effect the Public
Offering as provided in Section 3 above shall be deemed an  Event
of Default.

(b)   Remedies.   Upon  the occurrence of  an  event  of  Default
specified  in  Paragraphs  10  (iv),  (v)  and  (vi)  above,  all
Obligations  then  remaining unpaid hereunder  shall  immediately
become  due  and payable without notice.  Upon the occurrence  of
any  other  Event  of Default, the holders of  at  least  25%  in
principal  amount of the Notes may thereafter,  at  their  option
immediately  by  notice to Maker, declare  all  Obligations  then
remaining unpaid hereunder immediately due and payable, whereupon
the  same  shall  forthwith mature and become  due  and  payable,
without  any  further  notice to Maker and  without  presentment,
demand,  protest  or notice of protest, all of which  are  hereby
waived  by Maker.  Upon a declaration of acceleration, the entire
Obligations   then  remaining  unpaid  hereunder   shall   become
immediately due and payable in full plus all reasonable costs and
expenses  of  the  collection  and  enforcement  of  this   Note,
including reasonable attorney's fees and expenses, all  of  which
shall  be  added to the amount due under this Note.  The  rights,
powers,  privileges and remedies of Payee pursuant to  the  terms
hereof  are  cumulative and not exclusive of  any  other  rights,
powers,  privileges and remedies which Payee may have under  this
Note or any other instrument or agreement.

11.  Maker's Right to Prepay.

Maker      may not repay this Note or any portion thereof for  up
to six months after the date hereof except for repayment from the
proceeds  of the Public Offering.  Thereafter, Maker  may  prepay
this  Note  or  any portion thereof at any time  after  30  day's
notice  to  Payee  without  incurring  any  penalty  unless  such
prepayment  occurs before the Underlying Shares and  the  Warrant
Shares  are  registered.  In such event, Payee may  convert  this
Note during the 30 day notice period into post split Common Stock
at  the  lower  of $1.50 per share or 50% of the  Current  Market
Price  as  determined  in  Paragraph 5 (e)  above  commencing  45
trading days before the date of notice of conversion is given  by
Payee to Maker.  If prepayment is effected after registration  of
the  Underlying  Shares the Warrant Shares,  this  Note  will  be
convertible only at the rate of $1.50 per share.

12.  Acknowledgment of Payee's Investment Representations.

By  accepting this Note Payee acknowledges that this Note has not
been  and will not be registered under the Act or qualified under
any 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, this Note is being  issued  to  him
pursuant  to  an  exemption  from such registration  provided  by
Section  4  (2)  of the Act and applicable state  securities  law
qualification exemptions.  Payee represents that he is  acquiring
the  Note  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 it for any particular event or circumstance,
except  selling, transferring or disposing of it only  upon  full
compliance  with  all  applicable  provisions  of  the  Act,  the
Securities  Exchange  Act  of 1934,  the  Rules  and  Regulations
promulgated  by  the  Commission thereunder, and  any  applicable
state securities laws.  Payee further understands and agrees that
no transfer of this Note shall be valid unless made in compliance
with  the  restrictions  set forth on the  front  of  this  Note,
effected  on  Maker's books by the registered holder  hereof,  in
person or by an attorney duly
authorized  in  writing, and similarly noted hereon.   Maker  may
charge  Payee a reasonable fee for any re registration,  transfer
or exchange of this Note.

13.   Litigation of Liability.

A  director, officer, employee or stockholder, as such, of  Maker
shall  not have any liability for any obligations of Maker  under
this  Note or for any claim based on, in respect or by reason  of
such  obligations  or their creation.  Payee, by  accepting  this
Note,  waives  and releases all such liability.  The  waiver  and
release  are part of the consideration for the issuance  of  this
Note.

14.   Litigation of Interest Payments.

Nothing  contained in this Note or in any other agreement between
Maker and Payee requires Maker to pay or Payee to accept Interest
in  an  amount  which  would subject  Payee  to  any  penalty  or
forfeiture under applicable law.  In no event shall the total  of
all  charges payable hereunder, whether of Interest  or  of  such
other  charges which may or might be characterized  as  interest,
exceed the maximum rate permitted to be charged under the laws of
the  States  of  New  York or Texas.  Should  Payee  receive  any
payment  which is or would be in excess of that permitted  to  be
charged  under such laws, such payment shall have been and  shall
be  deemed to have been made in error and shall automatically  be
applied to reduce the Principal outstanding on this Note.

15.  Reservation of Shares

Maker  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 conversion of this Note, such  number  of
shares  as  shall from time to time be sufficient to  effect  the
issuance of shares of Common Stock upon conversion of this Note.

16.  Miscellaneous.

(a)  Effect of Forbearance.  No forbearance, indulgence, delay or
failure to exercise any right or remedy by Payee with respect  to
this Note shall operate as a waiver or as an acquiescence in  any
default.

(b)  Effect of Single or Partial Exercise of Right.  No single or
partial  exercise of any right or remedy by Payee shall  preclude
any  other  or  further exercise thereof or any exercise  of  any
other right or remedy by Payee.

(c)  Governing Law.  This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be  governed
by,  the  internal  laws  of the State  of  Texas  applicable  to
contracts made and to be performed entirely within such State.

(d)    Headings.   The  headings  and  captions  of  the  various
paragraphs herein are for convenience of reference only and shall
in no way modify any of the terms or provisions of this Note.

(e)   Loss,  Theft, Destruction or Mutilation.  Upon  receipt  by
Maker  of evidence reasonably satisfactory to it of loss,  theft,
destruction  or  mutilation of this Note, Maker  shall  make  and
deliver or caused to be made and delivered to Payee a new Note of
like tenor in lieu of this Note.

(f)  Modification of Note or Waiver of Terms Thereof Relating  to
Payee.   No  modification or waiver of any of the  provisions  of
this  Note  shall be effective unless in writing  and  signed  by
Payee and then only to the extent set forth in such writing,  nor
shall any such modification or waiver be applicable except in the
specific  instance for which it is given.  This Note may  not  be
discharged orally but only in writing duly executed by Payee.

(g)  Notice.  All offers, acceptances, notices, requests, demands
and other communications under this Note shall be In writing and,
except as otherwise provided herein, shall be deemed to have been
given  only  when delivered in person, via facsimile transmission
if  receipt thereof is confirmed by the recipient, or, if mailed,
when  mailed  by  certified or registered mail  prepaid,  to  the
parties  at their respective addresses first set forth above,  or
at  such  other address as may be given in writing in  future  by
either party to the other.

(h)   Successors  and Assigns.  This Note shall be  binding  upon
Maker,  its successors, assigns and transferees, and shall  inure
to  the benefit of and be enforceable by Payee and its successors
and assigns.

(i)   Severability.  If one or more of the provisions or portions
of  this  Note  shall  be deemed by any court  or  quasi-judicial
authority to be invalid, illegal or unenforceable in any respect,
the  invalidity, Illegality or unenforceability of the  remaining
provisions, or portions of provisions contained herein shall  not
in  any way be affected or impaired thereby, so long as this Note
still expresses the intent of the parties.  If the intent of  the
parties  cannot  be  preserved, this Agreement  shall  either  be
renegotiated or rendered null and void,

IN  WITNESS WHEREOF, Maker has caused this Note to be executed on
its behalf by an officer thereunto duly authorized as of the date
set forth above.

                                   Intile Designs, Inc.
                                   a Delaware corporation

                                                           [SEAL]
By:_________________________________
                                        C. William Cox, President


ATTEST: ___________________________
          Barbara Cernan, Secretary