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FR U-1
O.M.B. No. 7100-0115
Approval expires June 30, 1994

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
Statement of Purpose for an Extension of Credit
  Secured By Margin Stock

Compass Bank - Houston
Name K

(Federal Reserve Form U-1)

This form is required bylaw (15 U.S.C. §§78Q and 78w; 12 CFR 221).

INSTRUCTIONS

1. This form must be completed when a bank extends credit In
excess of $100,000 secured directly or indirectly, in whole or in
part, by any margin stock.

2. The term 'margin stock' is defined in Regulation U (12 CFR 221)
and induces, prineipalty. (1) stocks that are registered on a
national securities exchange or that are on the Federal Reserve
Board's Ust of Marginable OTC Stocks; (2) debt securities (bonds)
that are convertible into margin stoc s; (3) any over-the-counter

  security designated as qualified for trading in the National Market
System under a designation plan approved by the Securities and
Exchange Commission (NMS security); and (4) shares of mutual
funds, unless 95 per cent of the assets of the fund are continu-
ously invested in U.S. government, agency, state, or municipal
obligations.

3. Please print or type (if space is inadequate, attach separate sheet),

PART I. To be completed by borrower(s).

1. What is the amount of the credit being extended? 1,000,000

2. Will any part of this credit be used to purchase or carry margin stock? O Yes ® No

If the answer is 'no,' describe the specific purpose of the credit Personal expenses

I (we) have read this form and certify that to the best of my (our) lateraiizing this credit are authentic, genuine, unaltered, and not
knowledge and belief the information given is true, accurate, and stolen, forged, or counterfeit
complete, and that the margin stocks and any other securities cel-

  Signed: Si
s siQnsture e ~nnaure l e
  Kenneth v bins n p T
Print or Type Name Print or Type Name

  This form should not be signed in blank.

A borrower who falsely certifies the purpose of a credit an this
form or otherwise willfully or intentionally evades the provisions
of Regulation U will also violate Federal Reserve Regulation X, LAY-G22 0129
"Borrowers of Securities Credit.'

FonWlon T.cnnoloc~. Inc. f7t1o1811 (erg? 937-37De

  GOVERNMENT
LBF001-01038 EXHIBIT
  137
  Crime No. H-04-25 (S-2)


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PART II. To be completed by bank only if the p se of the credit is to purchase or carry margin stoci 11(2) answered 'yes')

List the margin stock securing this credit; do not include debt securities convertible into margin stock. The maximum loan value of margin stock

is ..... per cent of its current market value under the current Supplement to Regulation U.

No. of
shares	Issue	Market price
per share	Date and source
of valuation
(See note below)	Total market
value per issue
				

2. List the debt securities convertible Into margin stock securing this credit. The maximum loan value of such debt securities is ..... per cent of the
current market value under the current Supplement to Regulation U.

Principal
amount	Issue	Market price	Date and source
of valuation
(See note below)	Total market
value per issue
				
3. List other collateral including non-margin stock securing this credit	
Describe briefly	Market price	Date and source
of valuation
(See note below)	Good faith
loan value
			

Non: BanK need not compels 'pate and source or valuation' If the miner vawe was oowned iron reguiarly pubrshed rucanedon in a journal or Q- -W cir-
culation.

PART 111. To be signed by a bank officer in all instances

I am a duty authorized officer of the bank and understand that this
credit secured by margin stock may be subject to the credit restho-
tions of Regulation U. I have read this form and any attachments,
and I have accepted the customer's statement In Part I In good
faith as required by Regulation U*, and I certify that .to the best of
my knowledge and belief, all the information given is true, so-
curate, and complete. I also certify that If any securities that direct-
ly secure the credit are not or will not be registered In the name of
the borrower or Its nominee, I have or will cause to have examined

the written consent of the registered owner to pledge such
securities. I further certify that any securities that have been or will
be physically delivered to the bank In connection with this credit
have been or will be examined, that all validation procedures re-
quired by bank policy and the Securities Exchange Act of 1934
(section 17(f), as amended) have been or win be performed, and that
I am satisfied to the best of my knowledge and belief that such
securities are genuine and not stolen or forged and their faces have
not been altered.


Doe
Senior Vice President
Title

  Sign

  k itehoese
PM or typo note

• To accept the customers statement in good faith, the orrlcw of the bank mtlat be alert to the dettarunncn surto ncHng the aeda and, a In possession of any
1NOnnetOn that would cause a prudent person not to accept the statement without Inquiry, must have ktvsagated and be saOrslleo that tie s atement Is M01". Nn-9
the ft= which would require such Invmtlgation am receipt or the statertert through the mall or from a third perty.

This form must be retained by the bank for at least three years after the credit is extinguished.

LAY-G22 0130

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