<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-541222
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20011128
<GROUP-MEMBERS>ESTHER LIMITED LLP.
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SARDAS JACQUES R
<CIK>0000905179
<ASSIGNED-SIC>0000
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>SUDBURY INC 30100 CHAGRIN BLVD
<STREET2>SUITE 203
<CITY>CLEVELAND
<STATE>OH
<ZIP>44124
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>30100 CHAGRIN BLVD
<STREET2>SUITE 203
<CITY>CLEVELAND
<STATE>OH
<ZIP>44124
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>DAL TILE INTERNATIONAL INC
<CIK>0000906611
<ASSIGNED-SIC>3250
<IRS-NUMBER>133548809
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0101
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-46761
<FILM-NUMBER>1801157
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7834 HAWN FREEWAY
<STREET2>STE 1704
<CITY>DALLAS
<STATE>TX
<ZIP>75217
<PHONE>2143981411
</BUSINESS-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>a2064264zsc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>
<Page>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                 Under the Securities Exchange Act of 1934


                           DAL-TILE INTERNATIONAL INC.
           --------------------------------------------------------
                                (Name of Issuer)


                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
           --------------------------------------------------------
                          (Title of Class of Securities)


                                   23426R108
           --------------------------------------------------------
                                 (CUSIP Number)


                               JACQUES R. SARDAS
                               7834 HAWN FREEWAY
                              DALLAS, TEXAS 75217
                                 (214) 398-1141
           --------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                   COPY TO:

                                 MARK A. SOLLS
                               7834 HAWN FREEWAY
                              DALLAS, TEXAS 75217
                                (214) 398-1141


                              NOVEMBER 28, 2001
           --------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


   If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.  / /

   NOTE:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

   The information  required on the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, see
the Notes).


                        (Continued on following page(s))

                              Page 1 of  10  Pages
                                        ----


<Page>

CUSIP No. 23426R108                   13D                 Page  2  of  10  Pages
          ---------                                            ---    ----


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     JACQUES R. SARDAS
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*

     PF
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)

     / /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization

     UNITED STATES OF AMERICA
-------------------------------------------------------------------------------
 Number of Shares             (7) Sole Voting
 Beneficially Owned                 Power(1)                          7,744,481
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power                                     0
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power(1)                          7,744,481
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power                                     0
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person(1)

     7,744,481
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*

     / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)(2)

     12.22%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*

     IN
-------------------------------------------------------------------------------

(1)  Includes (a) 230,000 shares held by Esther Limited LLP, a Delaware limited
     liability partnership controlled by, and the general partnership interest
     of which is beneficially owned by, Jacques R. Sardas ("Sardas"), (b)
     7,423,000 shares subject to options exercisable within 60 days and (c)
     91,481 shares held directly by Sardas. Notwithstanding the foregoing,
     Sardas expressly disclaims beneficial ownership with respect to any shares
     other than shares owned of record by him.

(2)  Based on 55,923,201 shares of common stock outstanding as of November 1,
     2001, according to information provided by the Issuer, and 7,423,000 shares
     deemed to be outstanding by operation of Rule 13d-3 of the Securities
     Exchange Act of 1934 (the "Exchange Act").

<Page>

CUSIP No. 23426R108                   13D                 Page  3  of  10  Pages
          ---------                                            ---    ----


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     ESTHER LIMITED LLP
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*

     OO
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)

     / /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization

     CO
-------------------------------------------------------------------------------
 Number of Shares             (7) Sole Voting
 Beneficially Owned                 Power(1)                            230,000
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power                                     0
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power(1)                            230,000
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power                                     0
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person(1)

     230,000
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*

     / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)(2)

     0.41%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*

     PN
-------------------------------------------------------------------------------

(1)  These shares are held by Esther Limited LLP, a Colorado limited liability
     partnership controlled by, and the general partnership interest of which is
     beneficially owned by Sardas. As a result, these shares are included in the
     aggregate amount beneficially owned by Sardas. The Partnership expressly
     disclaims beneficial ownership with respect to any shares other than shares
     owned of record by it.

(2)  Based on 55,923,201 shares of common stock outstanding as of November 1,
     2001, according to information provided by the Issuer.

<Page>

CUSIP No. 23426R108                   13D                 Page  4  of  10  Pages
          ---------                                            ---    ----


ITEM 1.  SECURITY AND ISSUER

         The class of equity securities to which this Schedule 13D relates is
the Common Stock, par value $0.01 per share (the "Issuer Stock"), of Dal-Tile
International Inc., a Delaware corporation (the "Issuer").  The address of the
Issuer's principal executive offices is 7834 Hawn Freeway, Dallas, Texas 75217.

ITEM 2.  IDENTITY AND BACKGROUND

         This Schedule 13D is hereby filed by Jacques R. Sardas ("Sardas") and
Esther Limited LLP, a Colorado limited liability partnership (the "Partnership
and collectively with Sardas, the "Reporting Persons").  The general partner
of the Partnership is Sardas.

         The business address of the Reporting Persons is 7834 Hawn Freeway,
Dallas, Texas 75217.  The address of the principal office of the Partnership
and the Trust is the same address.

         The principal business of the Partnership is serving as a family
investment partnership.

         Sardas' present principal occupation is serving as the Chairman of the
Board of Directors, President and Chief Executive Officer of the Issuer.  The
principal business of the Issuer is the manufacture, distribution and marketing
of glazed and unglazed tile and stone products.  The address of the Issuer is
set forth in Item 1 above.

         During the last five years, none of the Reporting Persons has been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.

         Sardas is a citizen of the United States.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         Sardas became the President and Chief Executive Officer of the Issuer
on July 1, 1997, and the Chairman of the Board in September 1997.  In
connection with his service as an officer, the Issuer granted to Sardas on
June 13, 1997, July 17, 1998, December 10, 1998, January 18, 2000, November 22,
2000 options to acquire 2,000,000, 2,000,000, 343,000, 80,000 and 3,000,000
shares of Issuer Stock, respectively.  As a result of these grants, Sardas
holds options to acquire an aggregate of 7,423,000 shares of Issuer Stock that
are exercisable within 60 days of the date hereof.

         In addition, on October 10, 1997, the Issuer granted Sardas a total of
2,250,000 stock appreciation rights ("SARs") exercisable for cash, shares of
Issuer Stock or a combination of cash and shares of Issuer Stock, which SARs
were amended on February 20, 1998.  Sardas acquired directly 79,659, 38,267,
39,033 and 28,362 shares of Issuer Stock pursuant to the exercise of SARs on
April 20, 1999, July 15, 1999, September 20, 2000 and December 27, 2000.
93,840 of these shares were transferred to an irrevocable family trust of which
Sardas' daughter is the trustee.  All SARs granted to Sardas have been cashed
out.

         Sardas also used personal funds to purchase 100,000, 100,000 and
30,000 shares of Issuer Stock at respective per share prices of $9.44, $8.50
and $8.72 on July 17, 1998, November 13, 1998 and August 30-31, 1999,
respectively, which shares Sardas then transferred to the Partnership.

ITEM 4.  PURPOSE OF TRANSACTION

         The Reporting Persons hold all Issuer Stock beneficially owned by
them for the purpose of investment.

         Pursuant to that certain Agreement and Plan of Merger dated November
19, 2001 (the "Merger Agreement"), among Mohawk Industries, Inc. ("Parent"),
Merger Sub, Inc., a wholly-owned subsidiary of Parent

<Page>

CUSIP No. 23426R108                   13D                 Page  5  of  10  Pages
          ---------                                            ---    ----


("Merger Sub"), and the Issuer, the Issuer will be merged (the "Merger") with
and into Merger Sub with Merger Sub as the surviving entity.  The following
summary of certain terms of the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, which is incorporated herein by
reference.

         The Merger Agreement provides, among other things, that upon
consummation of the Merger each share of Issuer Stock issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(other than Issuer Stock held by Issuer, Parent or each of their respective
subsidiaries and other than Issuer Stock held by persons who perfect their
statutory dissenters' rights) will be converted into and exchanged for the
right to receive (i) a cash payment in the amount of $11.00 (less any required
withholding of taxes) and (ii) .2414 (the "Conversion Number") of a share of
the common stock, par value $.01 per share, of Parent ("Parent Common Stock"),
with the Conversion Number being subject to adjustment as more fully described
in the Merger Agreement.

         Consummation of the Merger is subject to various conditions,
covenants and agreements more fully set forth in the Merger Agreement,
including, without limitation, the condition that the Merger and Merger
Agreement be approved by the respective stockholders of Issuer and Parent at
stockholders meetings called by the Issuer and Parent, respectively.

         Pursuant to a voting agreement dated November 19, 2001 (the "Sardas
voting agreement"), by and between Parent and Sardas, Sardas has agreed as
follows:

                (1)     prior to the earlier to occur of (a) such date and
         time as the Merger Agreement shall have been validly terminated by
         either Parent or Issuer pursuant to the provisions of Section 10
         thereof or (b) the Effective Time, to appear at every meeting of the
         stockholders of Issuer, and at every postponement or adjournment
         thereof, or other cause the Issuer Stock held of record or
         beneficially by Sardas (the "Sardas Shares") to be present at such
         meeting for establishing a quorum and to cause to the Sardas Shares
         to be voted (i) in favor of the Merger Agreement and the Merger, (ii)
         against the approval or adoption of any proposal made in opposition
         to, or in competition with, the Merger Agreement or the Merger and
         (iii) against any of the following, to the extent unrelated to the
         Merger Agreement and the Merger: (A) any merger, consolidation or
         business combination involving the Issuer, (B) any sale, lease or
         transfer of any significant portion of the assets of the Issuer or
         its subsidiaries, (C) any reorganization, recapitalization,
         dissolution, liquidation or winding up of the Issuer or any of its
         subsidiaries, (D) any material change in the capitalization of the
         Issuer or the corporate structure of the Issuer, or (E) any other
         action that is intended, or could reasonably be expected to, impede,
         interfere with, delay, postpone, discourage or adversely affect the
         consummation of the Merger;

                (2)     not to (a) sell, pledge, encumber, grant an option with
         respect to, transfer or dispose of, or enter into an agreement,
         commitment or other arrangement to sell, pledge, encumber, grant an
         option with respect to, transfer or dispose of any Sardas Shares
         (other than as a result of the death of Sardas), or (b) discuss,
         negotiate, make an offer or enter into an agreement, commitment or
         other arrangement with respect thereto, unless the person to whom the
         Sardas Shares are to be transferred: (i) executes a counterpart of
         the Sardas voting agreement and the related proxy and (ii) agrees in
         writing to hold such Sardas Shares subject to all of the terms and
         provisions of the Sardas voting agreement; or

                (3)     no to deposit (or permit the deposit of) any Sardas
         Shares in a voting trust or grant a proxy or enter into any voting
         agreement or similar agreement in contravention of the Sardas voting
         agreement.

         Pursuant to a voting agreement dated November 19, 2001 (the
"Partnership voting agreement", and together with the Sardas voting agreement,
the "voting agreements"), by and between Parent and the Partnership, the
Partnership has agreed as follows:

                (1)     prior to the earlier to occur of (a) such date and
         time as the Merger Agreement shall have been validly terminated by
         either Parent or Issuer pursuant to the provisions of Section 10
         thereof or (b) the Effective Time, to appear at every meeting of the
         stockholders of Issuer, and at every postponement or adjournment
         thereof, or other cause the Issuer Stock held of record or
         beneficially by the Partnership (the "Partnership Shares") to be
         present at such meeting for establishing a quorum and to cause to the
         Partnership Shares to be voted (i) in favor of the Merger Agreement and
         the Merger, (ii) against the approval or adoption of any proposal made
         in opposition to, or in competition with, the Merger Agreement or the
         Merger and (iii) against any of the following, to the extent unrelated
         to the Merger Agreement and the Merger: (A) any merger, consolidation
         or business combination involving the Issuer, (B) any sale, lease or
         transfer of any significant portion of the assets of the Issuer or its
         subsidiaries, (C) any reorganization, recapitalization, dissolution,
         liquidation or winding up of the Issuer or any of its subsidiaries,
         (D) any material change in the capitalization of the Issuer or the
         corporate structure of the Issuer, or (E) any other action that is
         intended, or could reasonably be expected to, impede, interfere with,
         delay, postpone, discourage or adversely affect the consummation of
         the Merger;

                (2)     not to (a) sell, pledge, encumber, grant an option with
         respect to, transfer or dispose of, or enter into an agreement,
         commitment or other arrangement to sell, pledge, encumber, grant an
         option with respect to, transfer or dispose of any Partnership Shares
         (other than as a result of the death of a partner), or (b) discuss,
         negotiate, make an offer or enter into an agreement, commitment or
         other arrangement with respect thereto, unless the person to whom the
         Partnership Shares are to be transferred: (i) executes a counterpart of
         the Partnership voting agreement and the related proxy and (ii) agrees
         in writing to hold such Partnership Shares subject to all of the terms
         and provisions of the Partnership voting agreement; or

                (3)     no to deposit (or permit the deposit of) any Partnership
         Shares in a voting trust or grant a proxy or enter into any voting
         agreement or similar agreement in contravention of the Partnership
         voting agreement.

         Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
following actions:

         (a)    The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;

         (b)    An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

<Page>
CUSIP No. 23426R108                   13D                 Page  6  of  10  Pages
          ---------                                            ---    ----


         (c)    A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;

         (d)    Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

         (e)    Any material change in the present capitalization or dividend
policy of the Issuer;

         (f)    Any other material change in the Issuer's business or
corporate structure;

         (g)    Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;

         (h)    Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;

         (i)    A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or

         (j)    Any action similar to any of those enumerated above.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         (a) and (b)    At the close of business on November 27, 2001, Sardas
may be deemed to be the beneficial owner of 7,744,481 shares of the Issuer
Stock, which constitute approximately 12.22% of the shares of the Issuer Stock
outstanding on November 1, 2001 (calculated by including in the denominator
both the 55,923,201 shares of Issuer Stock outstanding on November 1, 2001,
according to information provided by the Issuer, and the 7,423,000 shares
subject to options exercisable within 60 days, as required by Rule 13d-3 of
the Exchange Act).  Sardas, either directly or indirectly, has the sole power
to vote or to direct the vote of, or to dispose of or to direct the
disposition of, such shares of stock.  The 7,744,481 shares of Issuer Stock
reported as beneficially owned by Sardas include 230,000 shares held by the
Partnership and 7,423,000 shares subject to options exercisable within 60 days.

         At the close of business on November 27, 2001, the Partnership may be
deemed to be the beneficial owner of 230,000 shares, which constitute
approximately 0.41% of the 55,923,201 shares of the Issuer Stock outstanding
on November 1, 2001, according to information provided by the Issuer.  Sardas,
as the general partner of the Partnership, has the sole power to vote or to
direct the vote of, or to dispose of or to direct the disposition of, such
shares of stock.

         Each of the Reporting Persons expressly disclaims beneficial
ownership with respect to any shares of Issuer Stock not owned by such
Reporting Person of record.

         (c)    Not applicable.

         (d)    The partners of the Partnership have the right to receive
dividends from, or proceeds from the sale of, shares held by the Partnership.
Otherwise, no other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such Issuer Stock.

         (e)    Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         The following summaries of certain provisions of any documents
attached hereto or incorporated herein by reference are qualified in their
entirety by the full text of the actual documents.

         Sardas and the Issuer entered into an Amended and Restated Employment
Agreement dated as of November 22, 2000.  Under this employment agreement, the
Issuer has agreed to file a registration statement under
<Page>

CUSIP No. 23426R108                   13D                 Page  7  of  10  Pages
          ---------                                            ---    ----


the Securities Act of 1933 with respect to the sale of shares of Issuer Stock
issuable upon the exercise of options or SARs granted to Sardas within 45 days
after (1) a sale of at least 10% of the shares held by DTI Investors LLC
("DTI"), or its members, or (2) the date of termination of Sardas' employment
in certain cases, including subsequent to a change of control (as defined in
the Change of Control Agreement described below) of the Issuer.  In addition,
the Issuer has granted to Sardas certain demand and piggyback registration
rights, including the right to register a minimum of 2,000,000 shares of his
Issuer Stock.  The employment agreement further provides that the options
granted to Sardas on November 22, 2002 and any future options shall be
transferable by Sardas without restriction to the extent permitted by law upon
five business days' prior notice.  A copy of the Amended and Restated
Employment Agreement is attached hereto and incorporated herein by reference.

         The Issuer and Sardas have entered into a Change of Control Agreement
dated as of October 1, 2000, pursuant to which, in addition to other payments
described therein, all stock options and SARs granted by the Issuer to Sardas
prior to a change of control of the Issuer shall immediately vest and become
immediately exercisable, and shall remain exercisable for the original maximum
period set forth in such stock option or SAR agreement, in the event of the
consummation of a change of control of the Issuer.  This acceleration will not
occur, however, unless Sardas is employed by the Issuer at the time of the
change of control and either Sardas subsequently terminates his employment
more than 90 days but less than one year after the change of control, or the
Issuer terminates Sardas for any reason within two years after the change of
control.  A "change of control" of the Issuer shall be deemed to have occurred
upon (i) certain mergers, consolidations or reorganizations of the Issuer,
(ii) certain sales of all or substantially all of the Issuer's assets, (iii) a
person or group other than DTI or its members, affiliates or successors
becomes the beneficial owner of securities representing 40% or more of the
outstanding common stock of the Issuer or possessing the power to elect the
majority of the Issuer's board of directors, provided that such person or
persons shall own at such time a greater number of shares of common stock than
are owned at such time by DTI or its members or former members, (iv) the
Issuer files a report or proxy statement with the Securities and Exchange
Commission disclosing that a change of control of the Issuer has occurred, (v)
the liquidation or dissolution of the Issuer, (vi) a change in the majority of
the Issuer's board of directors during any period of two consecutive years or
(vii) the Issuer being actively engaged in negotiations or other activities
for the purpose of effecting a transaction of the type referred to in clauses
(i), (ii), (iii) or (v) above and in the case of this clause (vii) only,
Sardas' employment being terminated by the Issuer, in each case subject to the
exceptions set forth in, and as more specifically described in, the Change of
Control Agreement.  A copy of the Change of Control Agreement is attached
hereto and incorporated herein by reference.

         The Issuer, Sardas, and DTI entered into two agreements dated August
5, 1999, one pertaining to registration rights (the "registration rights
letter") and the other pertaining to transfer restrictions (the "transfer
restriction letter").  Under the registration rights letter, among other
things, the parties amended the registration rights granted to Sardas in his
prior employment agreement by permitting DTI to participate on a pro rata
basis in future registrations requested by Sardas under his employment
agreement, provided that Sardas would not be required to reduce his
participation below two million shares.  The registration rights letter
further provided that, after March 31, 2001, DTI and Sardas could participate
in a primary offering of equity securities by the Issuer on a pro rata basis,
with Sardas having priority as to 500,000 of his shares.  Under the transfer
restriction letter, among other things, both Sardas and DTI agreed to certain
transfer restrictions until December 31, 2001.  Specifically, Sardas agreed
not to consummate any proposed sale or other transfer of shares of Issuer
Stock or securities convertible into Issuer Stock prior to December 31, 2001,
unless approved by DTI, excepting transfers to family members or family
trusts or transfers by the operation of the laws of descent or distribution
so long as the transferee agrees to be bound by the terms of the transfer
restriction letter, and excepting transfers by Sardas or DTI pursuant to the
registration rights letter.  Copies of the registration rights letter and the
transfer restriction letter have been filed by the Issuer and are
incorporated herein by reference.

         On April 19, 2001, following the Issuer's announcement on April 11,
2001 of a prepared secondary offering of Issuer Stock, the Issuer, Sardas,
DTI and AEA Investors Inc. entered into a third agreement amending both the
registration rights letter and the transfer restriction letter (the
"amendment letter").  Pursuant to the amendment letter, among other things,
the parties agreed that beginning 90 days after the consummation of the
Issuer's secondary offering DTI would have the right to two demand
registrations exercisable through December 31, 2002, and that DTI's
registration rights would terminate on the earlier of (i) the completion of
DTI's second demand registration, or (ii) December 31, 2002.  Additionally,
the parties agreed that DTI would distribute its shares of Issuer Stock to
any of its members that execute agreements to lock-up their shares of Issuer
Stock for 180 days following the second offering (a "lock-up agreement").
Upon execution of a lock-up agreement, the executing DTI member would no
longer be subject to transfer restrictions.  The parties also agreed that
upon execution of a lock-up agreement with respect to his shares of Issuer
Stock, Sardas would no longer be subject to the transfer restrictions.  A copy
of the amendment letter is filed herewith and incorporated herein by reference.

         The information regarding the Merger Agreement and the voting
agreements that is set forth in Item 4 of this Schedule 13D is incorporated
herein by reference.

         To the best knowledge of the Reporting Persons, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any of the securities of the Issuer, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency
the occurrence of which would give another person voting power or investment
power over the securities of the Issuer.

<Page>

CUSIP No. 23426R108                   13D                 Page  8  of  10  Pages
          ---------                                            ---    ----


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

EXHIBIT NO.
-----------
10.1    Amended and Restated Employment Agreement dated as of November 22,
        2000, by and between the Issuer and Sardas.(1)

10.2    Change of Control Agreement dated as of October 1, 2000, between the
        Issuer and Sardas.(2)

10.3    Demand Registration Rights Letter Agreement dated August 5, 1999, among
        the Issuer, DTI and Sardas.(3)

10.4    Transfer Restriction Letter Agreement dated August 5, 1999, among DTI,
        the Issuer and Sardas.(4)

10.5    Letter Agreement Amendment dated April 19, 2001, among the Issuer, DTI,
        AEA and Sardas.+

10.6    Agreement and Plan of Merger dated November 19, 2001, among Parent,
        Merger Sub and Issuer.(5)

10.7    Form of Voting Agreement executed on November 19, 2001, by (i) Mohawk
        Industries, Inc. and Jacques R. Sardas, individually, and (ii) Mohawk
        Industries, Inc. and Esther Limited, LLP, a Colorado limited liability
        partnership.+

99.1    Joint Filing Statement dated November 28, 2001, between Sardas and
        Esther Limited LLP.+


------------------

+       Filed herewith.

(1)     Filed as Exhibit 10.13 to the Issuer's Form 10-K for the fiscal year
        ended December 29, 2000 and incorporated herein by reference.

(2)     Filed as Exhibit 10.15 to the Issuer's Form 10-K for the fiscal year
        ended December 29, 2000 and incorporated herein by reference.

(3)     Filed as Exhibit 10.1 to the Issuer's Form 10-Q for the quarter ended
        July 2, 1999 and incorporated herein by reference.

(4)     Filed as Exhibit 10.2 to the Issuer's Form 10-Q for the quarter ended
        July 2, 1999 and incorporated herein by reference.

(5)     Filed as Exhibit 2.1 to the Issuer's Form 8-K dated November 19, 2001,
        and incorporated herein by reference.

<Page>

CUSIP No. 23426R108                   13D                 Page  9  of  10  Pages
          ---------                                            ---    ----


                                  SIGNATURES

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: November 28, 2001                          /s/ Jacques R. Sardas
                                            ------------------------------------
                                            JACQUES R. SARDAS






Dated: November 28, 2001                    ESTHER LIMITED LLP


                                            By:   /s/ Jacques R. Sardas
                                               ---------------------------------
                                               Jacques R. Sardas,
                                               its general partner


<Page>

CUSIP No. 23426R108                   13D                Page  10  of  10  Pages
          ---------                                           ----    ----


                               INDEX TO EXHIBITS
EXHIBIT NO.
-----------

10.1    Amended and Restated Employment Agreement dated as of November 22, 2000,
        by and between the Issuer and Sardas.(1)

10.2    Change of Control Agreement dated as of October 1, 2000, between the
        Issuer and Sardas.(2)

10.3    Demand Registration Rights Letter Agreement dated August 5, 1999, among
        the Issuer, DTI and Sardas.(3)

10.4    Transfer Restriction Letter Agreement dated August 5, 1999, among DTI,
        the Issuer and Sardas.(4)

10.5    Letter Agreement Amendment dated April 19, 2001, among the Issuer, DTI,
        AEA and Sardas.+

10.6    Agreement and Plan of Merger dated November 19, 2001, among Parent,
        Merger Sub and Issuer.(6)

10.7    Form of Voting Agreement entered into on November 19, 2001, by
        (i) Mohawk Industries, Inc. and Jacques R. Sardas, individually, and
        (ii) Mohawk Industries, Inc. and Esther Limited, LLP, a Colorado limited
        liability partnership.+

99.1    Joint Filing Statement dated November 28, 2001, between Sardas and
        Esther Limited LLP.+

-----------------

+       Filed herewith.

(1)     Filed as Exhibit 10.13 to the Issuer's Form 10-K for the fiscal year
        ended December 29, 2000 and incorporated herein by reference.

(2)     Filed as Exhibit 10.15 to the Issuer's Form 10-K for the fiscal year
        ended December 29, 2000 and incorporated herein by reference.

(3)     Filed as Exhibit 10.1 to the Issuer's Form 10-Q for the quarter ended
        July 2, 1999 and incorporated herein by reference.

(4)     Filed as Exhibit 10.2 to the Issuer's Form 10-Q for the quarter ended
        July 2, 1999 and incorporated herein by reference.

(5)     Filed as Exhibit 2.1 to the Issuer's Form 8-K dated November 19, 2001,
        and incorporated herein by reference.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>a2064264zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<Page>

                                                                    Exhibit 10.5

                           Dal-Tile International Inc.
                               7834 Hawn Freeway
                              Dallas, Texas 75217

                                                        April 19, 2001

DTI Investors LLC
65 East 55th Street
New York, New York, 10022
Attention: Vincent Mai

Dear Vincent:

    Reference is hereby made to the letter agreement (the "Transfer
Restriction Letter"), dated August 5, 1999, between DTI Investors LLC
("DTI"), Jacques R. Sardas and Dal-Tile International Inc. ("Dal-Tile"). The
parties to the Transfer Restriction Letter hereby agree that, notwithstanding
anything to the contrary in the Transfer Restriction Letter, (i) DTI shall
distribute its shares of Dal-Tile common stock to any of its members who has
signed a "lock-up" agreement (the "Locked Up Members") with the underwriters
in the proposed secondary offering (the "Offering") of shares of Dal-Tile
common stock that was announced on April 11, 2001, pursuant to which
"lock-up" agreement, subject to the provisions of such agreement, the Locked
Up Members agree to restrict the transfer of their shares of Dal-Tile Common
Stock for a period of 180 days (the "Lock Up Agreement" and, such
distribution, the "Distribution"), (ii) DTI may effect the Distribution
without obtaining any further agreement of its Distributees (as defined
below), and (iii) the Locked Up Members shall not be bound by the Transfer
Restriction Letter. The Distribution shall be completed prior to or as soon
as reasonably practicable after consummation of the Offering.

    The parties further agree that when Mr. Sardas enters into a Lock Up
Agreement, his shares of Dal-Tile common stock will no longer be subject to
restrictions on transfer under the Transfer Restriction Letter.

    Pursuant to the letter agreement (the "Registration Rights Letter"),
dated August 5, 1999 between DTI, Dal-Tile and Mr. Sardas, Dal-Tile granted
certain registration rights to DTI and the DTI Parties (as defined in the
Registration Rights Letter). The parties to the Registration Rights Letter
hereby amend the Registration Rights Letter to provide that (i) beginning
ninety (90) days after the consummation of the Offering (but not earlier than
September 1, 2001) through December 31, 2002, DTI shall have the right to
cause Dal-Tile to effect two, but not more than two Demand Registrations (as
defined in the Registration Rights Letter), (ii) Dal-Tile shall not be
required to effect a Demand Registration if a request for such Demand
Registration is made by DTI after December 31, 2002, (iii) the phrase "six
months" in clause (c) of the first sentence of the second paragraph of the
Registration Rights Letter shall be amended to read "three months", (iv) from
and after the earlier of (x) the date on which Dal-Tile has completed its
second Demand Registration (in addition to the Offering) or (y) December 31,
2002, DTI and the DTI Parties shall no longer have the right to participate
in, and cause Dal-Tile to include in, any registration statement for a
Primary Offering (as defined in the Registration Rights Letter), or any
registration statement requested by Mr. Sardas, shares of Dal-Tile

<Page>

common stock as contemplated by the fifth and sixth paragraphs of the
Registration Rights Letter, and (v) the phrase "$20 million" in clause (b) of
the first sentence of the second paragraph of the Registration Rights Letter
shall be amended to read "$60 million."

    DTI and AEA Investors Inc. each agree that, until the earlier of (x) the
date on which Dal-Tile has completed the second Demand Registration (in addition
to the Offering) or (y) December 31, 2002, neither DTI or AEA Investors Inc.
shall (except as provided below) organize, arrange or participate in the sale
by a group that includes any direct distributee of shares of Dal-Tile common
stock held by DTI (the "Distributees"), except through a public offering or in
connection with the acquisition of Dal-Tile. However, it is agreed and
acknowledged that the restrictions set forth in this paragraph shall not
prohibit sales by AEA Investors Inc. or by any of its officers or directors,
of shares of Dal-Tile common stock beneficially owned by AEA Investors Inc.,
or such officer or director, so long as such sales are not made in a group
that includes any other Distributees.

    Except to the extent amended hereby, the other provisions of the
Registration Rights Letter shall remain in full force and effect.

    This letter agreement shall only be effective upon the consummation of
the Offering.

                                       Very truly yours,

                                       Dal-Tile International Inc.

                                       By: /s/ Mark A. Solls
                                          ------------------------------
                                          Name: Mark A. Solls
                                          Title: Vice President

Agreed and accepted:

/s/ Jacques R. Sardas
--------------------------
Jacques R. Sardas

AEA Investors Inc.

By: /s/ Christine J. Smith
    ------------------------------
    Name: Christine J. Smith
    Title: Vice President

DTI Investors LLC
By: AEA Investors Inc., its Manager

    By: /s/ Christine J. Smith
        ------------------------------
        Name: Christine J. Smith
        Title: Vice President



                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>a2064264zex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<Page>

                                                                   Exhibit 10.7

                                       FORM OF
                             DAL-TILE INTERNATIONAL INC.
                                   VOTING AGREEMENT



         THIS DAL-TILE INTERNATIONAL INC. VOTING AGREEMENT (this "AGREEMENT")
is made and entered into as of November 19, 2001 by and among Mohawk
Industries, Inc., a Delaware corporation ("MAVERICK"), and the undersigned
stockholder ("STOCKHOLDER") of Dal-Tile International Inc., a Delaware
corporation ("DALLAS").

                                      RECITALS

         A.     Concurrently with the execution and delivery hereof, Maverick,
a wholly owned subsidiary of Maverick ("MAVERICK SUB"), and Dallas are
entering into an Agreement and Plan of Merger and Reorganization of even date
herewith (the "MERGER AGREEMENT"), which provides for the merger (the
"MERGER") of Dallas with and into Maverick Sub in accordance with its terms.

         B.     Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of
such number of shares of the outstanding capital stock of Dallas and shares
subject to outstanding options and warrants as is indicated on the signature
page of this Agreement.

         C.     In consideration of the execution and delivery of the Merger
Agreement by Maverick and Maverick Sub, Stockholder (in his or her capacity as
such) desires to agree to vote the Shares (as defined herein) and other such
shares of capital stock of Dallas over which Stockholder has voting power so
as to facilitate the consummation of the Merger.

         NOW, THEREFORE, intending to be legally bound, the parties hereto
hereby agree as follows:

         1.     CERTAIN DEFINITIONS.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Merger
Agreement.  For all purposes of and under this Agreement, the following terms
shall have the following respective meanings:

                (a)     "DALLAS COMMON STOCK" means the common stock, par
value $0.01 per share, of Dallas.

                (b)     "EXPIRATION DATE" means the earlier to occur of (i)
such date and time as the Merger Agreement shall have been validly terminated
pursuant to the terms of Article 10 thereof, or (ii) the Effective Time.

                (c)     "PERSON" means any individual, corporation, limited
liability company, general or limited partnership, unincorporated association,
joint venture, or other business enterprise or entity.

<Page>

                (d)     "SHARES" means (i) all shares of Dallas Common Stock
and other voting securities of Dallas owned, beneficially or of record, by
Stockholder as of the date hereof, and (ii) all additional shares of Dallas
Common Stock and other voting securities of Dallas acquired by Stockholder,
beneficially or of record, during the period commencing with the execution and
delivery of this Agreement and expiring on the Expiration Date.

                (e)     "TRANSFER" means, with respect to any security, to
directly or indirectly (i) sell, pledge, encumber, grant an option with
respect to, transfer or dispose of such security or any interest in such
security, or (ii) enter into an agreement, commitment or other arrangement to
sell, pledge, encumber, grant an option with respect to, transfer or dispose
of such security or any interest therein.

         2.     TRANSFER RESTRICTIONS.

                (a)     TRANSFER OF SHARES.  At all times during the period
commencing with the execution and delivery of this Agreement and expiring on
the Expiration Date, Stockholder shall not, except in connection with the
Merger or as the result of the death of the Stockholder, Transfer any of the
Shares, or discuss, negotiate, make an offer or enter into an agreement,
commitment or other arrangement with respect thereto, unless each Person to
which any of such Shares, or any interest in any of such Shares, is or may be
Transferred shall have: (i) executed a counterpart of this Agreement and the
Proxy (as defined in SECTION 4 hereof) (with such modifications as Maverick
may reasonably request), and (ii) agreed in writing to hold such Shares (or
interest in such Shares) subject to all of the terms and provisions of this
Agreement.

                (b)     TRANSFER OF VOTING RIGHTS.  At all times during the
period commencing with the execution and delivery of this Agreement and
expiring on the Expiration Date, Stockholder shall not deposit (or permit the
deposit of) any Shares in a voting trust or grant any proxy or enter into any
voting agreement or similar agreement in contravention of the obligations of
Stockholder under this Agreement with respect to any of the Shares.

         3.     AGREEMENT TO VOTE SHARES.  Prior to the Expiration Date, at
every meeting of the stockholders of Dallas called, and at every adjournment
or postponement thereof, and on every action or approval by written consent of
the stockholders of Dallas, Stockholder (in Stockholder's capacity as such)
shall appear at the meeting or otherwise cause the Shares to be present
thereat for purposes of establishing a quorum, and shall cause the Shares to
be voted, to the extent not voted by the persons appointed as proxies under
the Proxy, (i) in favor of the approval and adoption of the Merger Agreement
and in favor of approval of the Merger, (ii) against the approval or adoption
of any proposal made in opposition to, or in competition with, the Merger
Agreement and consummation of the Merger, and (iii) against any of the
following (to the extent unrelated to the Merger Agreement and the Merger):
(A) any merger, consolidation or business combination involving Dallas; (B)
any sale, lease or transfer of any significant portion of the assets of Dallas
or any of its subsidiaries; (C) any reorganization, recapitalization,
dissolution, liquidation or winding up of Dallas or any of its

                                     -2-

<Page>

subsidiaries; (D) any material change in the capitalization of Dallas or the
corporate structure of Dallas; or (E) any other action that is intended, or
could reasonably be expected to, impede, interfere with, delay, postpone,
discourage or adversely affect the consummation of the Merger.

         4.     IRREVOCABLE PROXY.  Concurrently with the execution and
delivery of this Agreement, Stockholder shall deliver to Maverick an
Irrevocable Proxy in the form attached hereto as EXHIBIT A (the "PROXY"),
which shall be irrevocable to the fullest extent permitted by applicable law
and coupled with an interest, with respect to the Shares.

         5.     REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.
Stockholder hereby represents and warrants to Maverick as follows: (i)
Stockholder is the beneficial or record owner of the shares of Dallas Common
Stock indicated on the signature page of this Agreement, free and clear of any
Liens, (ii) Stockholder does not beneficially own any securities of Dallas
other than the shares of Dallas Common Stock and options and warrants to
purchase shares of Dallas Common Stock set forth on the signature page of this
Agreement, and (iii) Stockholder has full power and authority to make, enter
into and carry out the terms of this Agreement and the Proxy.

         6.     ADDITIONAL DOCUMENTS.  Stockholder (in Stockholder's capacity
as such) hereby covenants and agrees to execute and deliver any additional
documents necessary or desirable, in the reasonable opinion of Maverick, to
carry out the intent of this Agreement.

         7.     TERMINATION.  This Agreement shall terminate and be of no
further force or effect whatsoever as of the Expiration Date.

         8.     SEVERABILITY.  If any term or other provision of this
Agreement is held invalid, illegal or incapable of being enforced by any court
of competent jurisdiction, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party hereto.  Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in
an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.

         9.     BINDING EFFECT AND ASSIGNMENT.  This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns,
including, without limitation, upon the death of the Stockholder, his estate,
PROVIDED, HOWEVER, that except as otherwise specifically provided herein,
neither this Agreement nor any of the rights, interests or obligations of the
parties hereto may be assigned by either of the parties hereto without prior
written consent of the other party hereto.

         10.    AMENDMENTS AND MODIFICATION.  This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written

                                     -3-

<Page>

agreement executed by each of the parties hereto; provided that any provision
of this Agreement may be waived, or the time for its performance may be
extended, by the party or parties entitled to the benefit thereof by a writing
signed by such party or an authorized representative thereof.

         11.    SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF.  The parties hereto
acknowledge that Maverick shall be irreparably harmed and that there shall be
no adequate remedy at law for a violation of any of the covenants or
agreements of Stockholder set forth in this Agreement. Therefore, Stockholder
hereby agrees that, in addition to any other remedies that may be available to
Maverick upon any such violation, Maverick shall have the right to enforce
such covenants and agreements by specific performance, injunctive relief or by
any other means available to Maverick at law or in equity.

         12.    NOTICES.  All notices and other communications pursuant to
this Agreement shall be in writing and deemed to be sufficient if contained in
a written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to
the parties at the following address (or at such other address for a party as
shall be specified by like notice):


                If to Maverick:     Mohawk Industries, Inc.
                                    P.O. Box 12069
                                    Calhoun, GA 30701
                                    Attention: John D. Swift
                                    Telephone: (800) 241-4494
                                    Facsimile: (706) 625-3851


                and to:             Alston & Bird LLP
                                    One Atlantic Center
                                    1201 West Peachtree Street, N.W.
                                    Atlanta, Georgia 30309-3424
                                    Attention: Alexander W. Patterson
                                    Telephone: (404) 881-7000
                                    Facsimile: (404) 881-4777


                If to Stockholder:  To the address for notice set forth on the
                                    signature page hereof.


                (a)     GOVERNING LAW.  This Agreement shall be governed by
the laws of the State of Delaware, without reference to principles of
conflicts of law.

                (b)     ENTIRE AGREEMENT.  This Agreement and the Proxy,
together with the documents expressly referred to herein, contain the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.

                                     -4-

<Page>

                (c)     OFFICERS AND DIRECTORS.  To the extent that
Stockholder is or becomes (during the term hereof) a director or officer of
Dallas, he or she makes no agreement or understanding herein in his or her
capacity as such director or officer, and nothing herein shall limit or
affect, or give rise to any liability to Stockholder by virtue of, any actions
taken by Stockholder in his or her capacity as an officer or director of
Dallas in exercising its rights under the Merger Agreement.

                (d)     EFFECT OF HEADINGS.  The section headings are for
convenience only and shall not affect the construction or interpretation of
this Agreement.

                (e)     COUNTERPARTS.  This Agreement may be executed in
several counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
























                                     -5-

<Page>

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.



MOHAWK INDUSTRIES, INC.                      STOCKHOLDER:

By:                                          By:
    ------------------------------               -------------------------------
                                                           (Signature)

Name:                                        Name:
      ----------------------------                 -----------------------------
                                                           (Print Name)

Title:                                       Title:
       ---------------------------                  ----------------------------
                                                      (If Signing for Entity)

                                             Address:
                                                      --------------------------

                                             -----------------------------------

                                             -----------------------------------


                                             Telephone:
                                                        ------------------------

                                             Facsimile:
                                                        ------------------------

                                             Shares Beneficially Owned:

                                             ___________ shares of Dallas Common
                                             Stock

                                             ___________ shares of Dallas Common
                                             Stock issuable upon the exercise of
                                             outstanding options or warrants




                                     -6-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a2064264zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>

                                                                    Exhibit 99.1

                             JOINT FILING STATEMENT

         Each of the undersigned agrees that (i) the statement on Schedule 13D
relating to the common stock, par value $.01 per share, of Dal-Tile
International Inc. has been adopted and filed on behalf of each of them, (ii)
all future amendments to such statement on Schedule 13D will, unless written
notice to the contrary is delivered as described below, be jointly filed on
behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934 apply to each of them.  This agreement may be
terminated with respect to the obligations to jointly file future amendments
to such statement on Schedule 13D as to any of the undersigned upon such
person giving written notice thereof to each of the other persons signatory
hereto, at the principal office thereof.




Dated: November 28, 2001                          /s/ Jacques R. Sardas
                                            ------------------------------------
                                            Jacques R. Sardas



Dated: November 28, 2001                    ESTHER LIMITED LLP


                                            By:   /s/ Jacques R. Sardas
                                            ------------------------------------
                                            Name:  Jacques R. Sardas
                                            Title: General Partner




</TEXT>
</DOCUMENT>
</SUBMISSION>
