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Participants
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Employees become eligible to participate in the Plan on January 1, April 1, July
1 or October 1 after completion of one year of service with the employer.  Each
employee of the Company who was a member of the Zapata Plan on September 30,
1985, is automatically a member of the Plan.  As of September 30, 1993 and 1992,
there were 1,029 and 1,081 employees, respectively, participating in the Plan
with 323 and 295, respectively, of these employees making contributions to the
Plan.

Contributions
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Contributions may consist of employee contributions, matching contributions from
the employer and employer profit-sharing contributions.  Employees make
contributions to the Plan at their own discretion.  Contributions can be made in
any whole percent from 1 percent through 16 percent (as designated by the
employee) of compensation received from the employer.  An employee's pretax
contribution cannot exceed 10 percent and his after-tax contribution cannot
exceed 16 percent.  A participant may, by written direction, (a) change the rate
of contribution twice each Plan year effective the first day of the subsequent
Plan quarter or (b) discontinue his contributions at any time.  However, in the
event such contributions are discontinued, they must be suspended for a period
of not less than one calendar quarter.  Contributions may be resumed the
following January 1, April 1, July 1 or October 1.  Further, each participant
may authorize the transfer of existing account balances twice each year among
the available investment funds in 10 percent increments.  Participants'
contributions are remitted by the employer to the Plan's trustee on a regular
basis.  Also, each quarter, the Company contributes to the Plan an amount equal
to 10 percent of each participant's first 6 percent of employee contributions
for each quarter regardless of whether the contributions were pretax or after
tax contributions.

Each Plan year, the Company also contributes its profit-sharing contribution to
the Plan, out of its current or accumulated earnings and profits, an amount
equaling 2 percent of each participating employee's compensation up to $228,860
and $222,220 for 1993 and 1992, respectively, indexed for inflation, plus any
discretionary contribution as determined by the board of directors.  Consistent
with the prior year, the Company did not consider compensation of employees who
terminated during the year for reasons other than death, disability or
retirement in computing contribution requirements.  No discretionary
contribution was made during the current or prior Plan year.

Withdrawals
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Any participant may withdraw all or any part of the after-tax contribution
account balance he has made to the Plan, as of any quarterly valuation date, by
giving at least 30 days' written notice.  Such a withdrawal, however, causes the
participant to forfeit his right to withdraw any additional amounts from his
contribution account until the expiration of one complete year following the
date of the distribution.  Subject to approval by the Committee, withdrawals may
be made from the pretax contribution account on or after the age of 59-1/2 or
for reasons of hardship after participating for one full Plan year.

Upon retirement, disability, death or termination of service, an employee is
entitled to receive the full amounts credited to his after-tax contribution,
pretax contribution, employer matching contribution and profit-sharing
contribution accounts.

No withdrawals are permitted from the employer contribution or the employer
contribution account.

Vesting
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Participants are fully vested in both employer and employee contributions upon
entering the Plan.

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