=============

Page 1 of 2

=============



r ttl)Iv LLJJUttt /VUIE

rafter, the word "Note" shall m. :an this Promissory Ni



NOTE FINAL MATURITY DATE ACCOUNT N0. NOTE NO AMOUNT OF NOTE OFFICI

DATE 06/01/2000 0803 ~QiZI 512,000,000.00 CAB

06/01/99



LINDA, P. LAY



FOR VALUE RECEIVED, on or before June 1, 2000 ("Final Maturity Date"), the undersigned ("Borrowers") jointly, severally and unconditionally

promise to pay to the order of Chase Bank of Texas, National Association with offices in Houston, Harris County, (together with all subsequent owners

and/or holders hereof, "Bank") at it Offices at 712 Main Street, P.(i.. Box 2558, Houston, Texas 77252 the lesser of (i) the principal son of TWELVE

MILLION and NO/IOOTHS DOLLARS ($12,000,000.00) ("Maximum Loan Total") in lawful money of the United States of America, ("Maximum

Loan Total"); or (ii) the aggregate unpaid principal amount of all loans made by Bank (each such loan being a "(man"), which may be outstanding on

the Final Maturity Date. Subject to the terms and conditions of this Note and the Loan Documents, Borrowers may borrow, repay and reborrow all or

any part of the credit provided for herein at any time before the Final Maturity Date, there being no limitation on the number of Loans made so long as

the total unpaid principal amount at any time outstanding does not exceed the Maximum Loan Total.

  "Adjusted LIBOR Rate" for each day means the LIB( tR Rate for that day. "LIBOR Rate" means means, for any day, the rate of interest per

annum which is equal to the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of 1%) determined by The Chase Manhattan

Bank (which is an affiliate of Bank) to he the average of the interest rates available to it in accordance with the then-existing practices in the

interbank market in London, England at approximately 11:00 AM London time for that day for the offering to The Chase Manhattan Bank by

leading dealers in such interbank market for delivery on that day of U. S. Dollar deposits of One Million Dollars (SI,000,000) each for a one

(1) month period. If for any reason Bank cannot determine that rate for any day, then LIBOR for that day shall be the rate of interest per

annum that is equal to the average of the rates appearing on the Reuters Screen LIBO Page as of 11:00 AM, London time, on that date for the

offering by such institutions as arc named therein to prime banks in the Eurodollar interbank market in London, England, for delivery on that

day of U.S. dollar deposits of One Million Dollars (51,000,000) each for a one (I) month period. Any rate of interest based on LIBOR shall be

(a) computed on the basis of a year of three hundred sixty (360) days applied for the actual number of days for which the borrowing to which it

applies is outstanding and bears interest in accordance with this Agreement at such rate of interest based on LIBOR Rate i.e, on the 360 day

basis) and (b) adjusted as of the effective dale of each change in LIBOR. The Bank's determination of LIBOR for each day shall be conclusive

and binding, absent manifest error. For purposes of this Note, LIBOR shall fluctuate upward and downward automatically and concurrently

with day-to-day changes in such applicable average and in the amount of the change. "Reuters Screen LIBO Page" means the display

designated as page LIBO on the Reuters Monitor Money Rates Service or such other internationally-recognized service as Bank shall select

from lime to time, or such other page, if any, as shall replace the LIBO page on any such selected service for the purpose of displaying London

interbank offered rates of major banks. the interest rate determined from time to time by Bank, based on the one month LIBOR rate by

reference to the British Bankers' Association Interest Settlement Rates (as set forth by any service selected by Bank which has been nominated

by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates including but not limited to

Bloomberg. Reuters or Telerate) to be the rate at approximately 11:00 a.m. London time, two Business Days prior to the commencement of

such Interest Period for dollar deposits in an amount comparable to such Loan with a maturity comparable to such Interest Period. "Board"

means the Board of Governors of the Federal Reserve System of the United Stave.

  "Borrowing Date" means any Business Day on which Bank shall make or continue a Loan hereunder.

  "Business Day" means a day: (i) on which Bank and commercial banks in New York City are generally open for business; and (ii) with respect

to determination of the LIBOR Rate, on which dealings in United States Dollar deposits are carried out in the London interbank market.

"Highest Lawful Rate' means the maximum nonusurious rate of interest from time to time permitted by applicable law. To the extent that

Texas law determines the Highest Lawful Rate, the Highest Lawful Rate is the weekly rate ceiling as defined in Chapter ID of the Texas Credit

Title, Article 5069-ID.001 et seq., Title 79 of the Texas Revised Civil Statutes, as amended. Bank may from time to time, as to current and

future balances, elect and implement any other ceiling under applicable law by notice to Borrower, if and to the extent permitted by, and in the

manner provided in applicable law. If the Stated Rate ever exceeds the Highest Lawful Rate, the acne/ rate of interest to acute on the unpaid

principal amount of" Note will be limited to the Highest Lawful Rate.

  "LIBOR Loan" means a Loan which bears interest at a rate determined by reference to the Adjusted LIBOR Rate.

  "Loan Documents" means this Note and any document or instrument evidencing, securing, guaranteeing or given in connection with this Note.

"Obligations" means all principal, interest and other amounts which am or become owing under this Note or any other Loan Document.

"Obligor" means each Borrows, jointly and severally and any guarantor, surety, co-signer, general partner or other person who may now or

hereafter be obligated to pay all or any part of the Obligations.



  Loans shall be LIBOR Loans. Borrowers shall pay interest on the unpaid principal amount of each LIBOR Loan with respect thereto at a rate

per annum equal to the lesser of: (i) the Adjusted LIBOR Rate plus nine-tenths of one percent (90'/.) ("Effective LIBOR Rate"); or (ii) the Highest

Lawful Rate. Accrued and unpaid interest on each LIBOR Loan hereunder is due and payable quarterly, beginning on September I, 1999, on the first

day of each third month thereafter, and at the Final Maturity Date. All principal is finally due and payable at the Final Maturity Date.

  If at any time the effective rate of interest which would otherwise be payable on any I ian evidenced by this Note exceeds the Highest

Lawful Rate, the rate of interest to"accrue on the unpaid principal balance of such Loan during all such times shall be limited to the Highest Lawful

Rate, but any subsequent reductions in such interest rate shall not become effective to reduce such interest rate below the Highest Lawful Rate until the

total amount of interest accrued on the unpaid principal balance of such Loan equals the total amount of interest which would have accrued if the

Effective LIBOR Rate, whichever is applicable, had at all times been in effect.

  Each LIBOR Loan shall be in an amount not less than $100,000.00 and an integral multiple of $1,000.00 ("LIBOR Minimum Amounts").

Interest shall be computed on the basis of the actual number of days elapsed and a year comprised of 360 days, unless such calculation would result in a

usurious interest rate, in which case such interest shall be calculated on the basis of a 365 or 366 day year, as the case may be.

  The unpaid principal balance of this Note at any time will be the total amounts advanced by Bank, less the amount of all payments or

prepayments of principal. Absent manifest error, the records of Bank will be conclusive as to amounts owed.

  Loans shall be made on any Borrower's irrevocable notice to Bank, given not later than 10:00 A.M. (Houston tune) oo the proposed

Borrowing Date (in each case, a Business Day). Each notice of a requested borrowing (a "Notice of Requested Borrowing") under this paragraph may

be oral or written, and shall specify: (i) the requested amount; (ii) proposed Borrowing Date; and (iii) that the requested Loan is to be a LIBOR Loan. If

any Notice of Requested Borrowing shall be oral, Borrower shall deliver to Bank prior to the Borrowing Date a confirmatory written Notice of

Requested Borrowing.

  All past-due principal and interest on this Note, will, at Bank's option, bear interest at the Highest Lawful Rate, or if applicable law does not provide

for a maximum nnnnc' '. : rr i of um equal to 18%.

  Borrowers and Bank intend to conlunn stt ctiy :., applicable usury laws. Therefore, the total amount of interest (as defined under applicable law)

contracted for, charged or collected under this Note will never exceed the Highest Lawful Rate. If Bank contracts for, charges or receives any excess

interest, it will be d^.cmed e mistake. Bank will auwmatcally reform the contra,:a or charge to conform L...r.r::_:_ :_.., "..u if excess interest has

been received, Bank will u u refund the excess to Borrowers or credit the excess on the unpaid principal amount of this Note. All amounts

constituting interest will he ~red throughout the full term of this Note in determining whether interest exceeds lawful amounts.

Each of the following evĒnts or ce ditions is an "gent of Default:" (1) any Obligor fails to pay any of the Obligations wham due; (2) any warranty,

representation or statement a w or hereafter contained in or made in connection with any Loan Document was false or misleading in any respect when

made; (3) any Obligor violates any covenant, condition or agreement contained in any Loan Document; (4) any Obligor fails or refuses to submit

financial information requested by Bank or to permit Bank to inspect its books and records on request; (5) any event of default occurs under my other

Loan Document; (6) any individual Obligor dies, or any Obligor that is an entity dissolves; (7) a receiver, conservator or similar official is appointed for

any Obligor or any Obligor's assets; (8) any petition is filed by or against my Obligor under any bankruptcy, insolvency or similar law; (9) any Obligor

makes an assignment for the benefit of creditors; (10) a final judgment is entered against my Obligor and remains unsatisfied for 30 days after entry, or

any property of any Obligor is attached, garnished or otherwise made subject to legal process; (11) any material adverse change occurs in the business,

assets, affairs or financial condition of any Obligor; and (12) any Borrower is in default of any other obligation to or any other agreement with Bank

Page I of 2 Pages

g \ gtoup\mmis\I d\I\83 79a.doc\scc

  ETF-0086F-000096



_BF002-00036



GOVERNMENT

EXHIBIT

  153

  Crim. No. H-04-25 (S-2)





=============

Page 2 of 2

=============



i nmcut.,' ly due and payable, without notice., -,:.celerstion or of intention to accelerate, presentment ., demand or prate me a of any kid, be

protest or or notice of any kind, all

of.whiccb are hereby expressly waived; (iii) s .f, in any order, against the Obligations any debt ow. ..hy Bank to any Obligor, including, but not

limited to, any deposit account, which right is hereby granted by each Obligor to Bank; and (iv) exercise any and ali other rights under the Loan

I3ocurnents, at law, in equity or otherwise. No waiver of any default is a waiver of any other default. Bank's delay in exercising any right or power

under any Loan Document is not,: waiver of such right or power.

  Each of Borrowers agree to provide to Bank such financial information as reasonably requested by Bank within thirty (30) days of the request by

Bank for such information.

  Borrowers and Bank expressly agree, that Chapter 346 of the Texas Finance Code shall not apply to this Note or to any loan evidenced by this Note

and that neither this Note nor any such loan shall be governed by or subject to the provisions of Chapter 346 in any manner whatsoever.

  If any holder of this Note return an attorney In connection with any such default or to collect, enforce or defend this Note or any papers intended to

secure or guarantee it in any lawsuit or in any probate, reorganization, bankruptcy or other proceedings, or if Borrowers or any of them sue any holder

in connection with this Note or any such papers and do not prevail, Borrowers jointly and severally promise to pay any and all amounts actually

incurred by Bank as court costs and attorney fees assessed by the court. Borrowers jointly and severally promise to pay any and all amounts actually

incurred by Bank as lawful fees for filing, recording or releasing to any public office any instruments securing the loans evidenced hereby, the

reasonable cost actually expended for repossessing, storing, preparing for sale, or selling any security for this Note; and fees for noting a lien on or

transferring a certificate of title to any motor vehicle offered as security for a loan made hereunder.

  Each Borrower and each cosigner, guarantor, surety and endorser of this Note severally waive grace, notice, demand, presentment for payment,

notice of nonpayment, protest, notice of protest, notice of acceleration of the indebtedness due hereunder and of the intent to so accelerate and all other

notices, filing of suit and diligence in collecting this Note, and each hereby consents and agrees that his, her or its liability on or with respect to this

Note shall not be affected by any release of or changes in any guaranty or security at any time existing or by any failure to perfect or maintain

perfection of any lien against or security interest in any such security or the partial or complete unenforceability of any guarantyy or other surety

obligation, in each case in whole or in pat, with or without notice and before or after maturity. Each Borrower and each cosigner, surety, endorser and

guarantor hereof also agree that acceptance of any partial payment shall not constitute a waiver and that waiver of any default shall not constitute

waiver of any prior or subsequent default.

  Where appropriate neuter gender includes the feminine and the masculine and singular number includes the plural number. For purposes of this

Note, any assignee or subsequent holder of this Note will be considered the "Bank," and each successor to a Borrower will be considered a "Borrower."

INSURANCE ON TANGIBLE PERSONAL PROPERTY SECURING PAYMENT OF THIS NOTE IS NOT REQUIRED IN

CONNECTION WITH THE LOAN OR LOANS EVIDENCED BY THIS NOTE.

  This Note is a renewal, increase, extension and modification of that one certain promissory note dated September 30, 1998, in the original principal

amount of $5,000,000.00, manning on September 30, 1999.

  THIS NOTE IS SECURED by a security interest arising under Chapter 9 of the Texas Business and Commerce Code or otherwise. This Note is

secured, among other things, under a separate security agreement covering, among other property, the investment securities, investment property,

securities entitlements and other collateral all as more particularly described in the Security Agreement - Pledge executed in connection with this Note.

This Note may also be secured by property which secures other obligations of Borrowers or any of them to Bank, according to the terms of those

obligations. If this Note is governed by the Texas Finance Code, Bank shall not have a lien upon real estate as security for this Note except such lien as

is created by law upon the recording of an abstract of judgment. Notwithstanding anything contained herein or in any related document, the security for

this obligation shall not extend to any nonpossessory security interest in household goods (as defined in Regulation AA of the Federal Reserve) other

than a purchase money security interest, and no waiver of any notice contained herein or therein shall be construed under any circumstances to extend

to any waiver of notice prohibited by Regulation AA.

  IF AND ONLY IF TENS BOX O IS CHECKED and initialled [initials: I by Borrowers and Bank, may any of the

proceeds of this Note ever be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" as defined from time to time in

Regulation U of the Federal Reserve board or for the purpose of reducing or retiring any debt which was originally incurred to purchase or carry any

"margin stock" or to extend credit to others for the purpose of purchasing or carrying any 'margin stock" or which would constitute this transaction a

"purpose credit" within the meaning of Regulation U, as now or hereafter in effect.

  By signing below each Borrower acknowledges and certifies that This Note is not secured by real property or by personal property used or

expected to be used as the principal dwelling of any Borrower; each Borrower received a completed copy of this instrument; each Borrower read this

instrument prior to signing below; and that all information given to Bank is for the purpose of obtaining this loan and is true, correct and sufficiently

complete to be not misleading. Each Borrower and cosigner represents having full power to own properties and to carry on business as now conducted;

and having not commenced any dissolution proceedings.

  Bank reserves the right, in its sole discretion, without notice to any Borrower, to sell participations or assign its interest, or both, in all or any part of

this Note or the debt evidenced hereby.

  NO COURSE OF DEALING BETWEEN BORROWERS AND BANK, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES,

AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR

ANY OTHER LOAN DOCUMENT.

  NOTICE TO CONSUMER: UNDER TEXAS LAW, IF YOU CONSENT TO TITS AGREEMENT YOU MAY BE SUBJECT TO A

FUTURE RATE AS HIGH AS 24 PERCENT PER YEAR

  TENS NOTE AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a)

OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND

MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE

PARTIES. THERE ARE NO UNWRITI'EN ORAL AGREEMENTS BETWEEN THE PARTIES.

[N WRNESS WHEREOF, Borrowers have executed this Note effective the day, month and year first aforesaid.



BURRO	SIGNATURE:

KE	L LAY t

ADDRESS:  HOUSTO XAS 77019 DATE:

BOAR	A

t

LINDA P.	Y

ADDRESS:	 USTON. TEXAS 77019 DATE:



(Bank's signature is provided as its aclmowledgment of the above as the final written agreement between the parties.)

BANK: CHASE B S, ATIONAL ASSOCIATION



Name: (~ OF_KS Title: ~ bb"_



Page 2 of 2 Pages



g: tgro u plrnml s U dtn8.3 79 a doclsc c



ETF-0086F-000097



LBF002-00037