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                       CONTINUITY OF INTEREST AGREEMENT


      The undersigned shareholder(s) ("Controlling Shareholders") of Industries,
Inc., a corporation ("EI"), hereby enter into this Agreement for the purposes
hereinafter set forth.

Witnesseth:

      WHEREAS, Zapata Corporation, a Delaware corporation ("Parent"), Zapata
Energy Industries, Inc., a Delaware corporation ("Sub"), Controlling
Shareholders and EI, among others, have entered into a Merger, Purchase and Sale
Agreement dated as of August 5, 1993, as amended November 4, 1993 (as so amended
the "Merger, Purchase and Sale Agreement");

      WHEREAS, pursuant to the Merger, Purchase and Sale Agreement and in
accordance with the applicable provisions of the statutes of the States of Texas
and Delaware, EI will merge (the "Merger") with and into Sub and, pursuant to
the Merger, (a) all shares of common stock of EI ("EI Common Stock") owned by EI
or held in the treasury of EI, shall be canceled and shall cease to exist from
and after the Effective Time (as the term "Effective Time" is defined in Section
2.6(c) of the Merger, Purchase and Sale Agreement); and (b) each remaining
issued and outstanding share of EI Common Stock shall be converted into, and
become exchangeable for the number of shares of validly issued, fully paid and
nonassessable

 common stock, without par value, of Parent ("Parent Common Stock")
equal to the ratio set forth in Section 2.6(f)(ii)(a) of the Merger, Purchase
and Sale Agreement, and for cash equal to the ratio set forth in Section
2.6(f)(ii)(b) of the Merger, Purchase and Sale Agreement;

      WHEREAS, the Parent, Sub, the Controlling Shareholders and EI are willing
to consummate the Merger only if such transaction will qualify as a tax free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code");

      NOW, THEREFORE, the controlling shareholders agree as follows:

      1. Each of the Controlling Shareholders represents and warrants that he
has, and as of the Effective Time will have, no present plan, intention or
arrangement to sell, transfer or otherwise dispose of a number of shares of
Parent Common Stock to be received in the Merger that would reduce former EI
shareholders' ownership of Parent Common Stock to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the value of all
of the issued and outstanding capital stock of EI immediately prior to the
Effective Time. For purposes of this Agreement, shares of EI stock exchanged for
cash or other property, surrendered by dissenters, or exchanged for