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EXHIBIT 10(S)
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT, dated as of November 9, 1993
("Agreement"), is entered into by and among Zapata Corporation, a Delaware
corporation ("Zapata"), and Peter M. Holt and Benjamin D. Holt, Jr.
(individually and collectively, the "Holts");
W I T N E S S E T H:
WHEREAS, Zapata and the Holts are parties to the Merger, Purchase and
Sale Agreement dated as of August 5, 1993, as amended (as so amended, the
"Merger, Purchase and Sale Agreement") pursuant to which Zapata will merge with
and purchase, as of the date of this Agreement, the natural gas compression
business (the "Business") conducted by Energy Industries, Inc., Cormar Rental
Co., Cormar Industries Co. and ENERQUIP, Inc. (collectively, the "Companies")
which are owned by the Holts and certain other shareholders of the Companies;
and
WHEREAS, it is a condition to the closing of the transactions
contemplated in the Merger, Purchase and Sale Agreement that the parties hereto
execute and deliver this Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Each of the Holts hereby covenants and agrees
that, except as
otherwise consented to in writing by Zapata, at any time for a period of
three years following the date of this Agreement, the Holts will not,
directly or indirectly, acting alone or as an officer, director, employee,
consultant, representative, partner or equity security holder of any
corporation, partnership or other business entity:
(a) knowingly engage in any business in competition with the
Business as it is conducted on the date of this Agreement,
within the geographical borders of the states of Arkansas,
Louisiana, Kansas, New Mexico, Oklahoma and Texas (the
"Marketing Area");
(b) knowingly request any present customer or supplier of the
Business to curtail or cancel its business with Zapata with
respect to the Business;