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               Humble, Texas 77346

    or to such other addresses as the parties hereto may specify in writing from
    time to time.

11. WAIVER OF BREACH. The waiver by either party of any breach of any provision
    of this Agreement shall not operate or be construed as a waiver of any
    subsequent breach.

12. TITLES. The titles of the sections herein are for convenience of reference
    only and are not to be considered in construing this Agreement.

13. GOVERNING LAW. This Agreement has been executed and delivered in the State
    of Texas, and its interpretation, validity and performance shall be
    construed and enforced in accordance with the laws of the State of Texas.

14. ENTIRE AGREEMENT. This Agreement contains the entire contract of the parties
    with respect to the subject matter hereof and supersedes all agreements and
    understandings between the parties concerning the subject matter hereof.

EXECUTED as of the date first above written.



                                     ZAPATA CORPORATION


                                         /s/ R. C. LASSITER
                                     By: ------------------------------------
                                         R. C. Lassiter
                                         Chairman and Chief Executive Officer

                                    

                                         THOMAS H. BOWERSOX

                                         /s/ THOMAS H. BOWERSOX
                                         ------------------------------------

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