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                                                                   EXHIBIT 10(W)

                              CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is entered into as of July 1, 1994,
by and between ZAPATA CORPORATION, a Delaware corporation (the "Company") having
its principal place of business at One Riverway, Houston, Texas 77056, and
THOMAS H. BOWERSOX, an individual, having his principal residence at 7510 Pine
Wind Ct., Humble, Texas 77346 ("Consultant"). In consideration of Company's
agreeing to enter into this Agreement, Consultant and Company agree that the
Employment Agreement made and entered into as of the 15th day of March, 1991 by
and between the Company and Consultant shall terminate effective July 1, 1994.

The parties hereto further agree as follows:

1. ENGAGEMENT. Company hereby engages Consultant and Consultant hereby agrees to
   hold himself available to render, at the request of Company, litigation
   consulting services for Company and its affiliates and subsidiaries upon the
   terms and conditions hereinafter set forth.

2. TERM. The term of this Agreement shall begin as of July 1, 1994, and shall
   terminate on June 30, 1997. Company's obligations to make all payments due
   under this Agreement, and its obligation to provide benefits as described in
   Section 3 are unconditional

 and must be met, even in the event of the death,
   disability or other incapacity of Consultant.

3. COMPENSATION. As compensation for the services rendered by Consultant under
   this Agreement, Company shall pay Consultant an annual fee of One Hundred
   Eighty-Five Thousand Four Hundred and No/100 Dollars ($ 185,400.00). Such
   annual payments shall be paid in semi-monthly installments, beginning on July
   15, 1994, less such taxes as Company is required by law to deduct. Consultant
   shall be entitled to participate in the Company's group health and dental
   insurance plans pursuant to the terms and conditions of those plans, as they
   presently exist or as they may be revised during the term of this Agreement;
   provided, however, that Consultant shall pay and Company shall deduct from
   payments made to Consultant such amounts as employee participants in the
   plans pay for such plans. Notwithstanding any other provision contained in
   this Agreement, Consultant's rights in and to Company other benefit plans in
   which Consultant already is a vested participant shall not be adversely
   affected by this Agreement.

4. DUTIES. Consultant shall hold himself available to render, and shall render
   at the request of Company from time to time, litigation consulting services
   for the Company through its General Counsel. Consultant shall render such
   services conscientiously and shall devote his best efforts and abilities
   thereto at such times during the term hereof and in such manner as Company
   and Consultant shall mutually agree, it being acknowledged that Consultant's
   services shall be non-exclusive and performed at such places and at such
   times as are reasonably convenient to Consultant.

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