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          So long as any shares of $100 Preference Stock are outstanding, Zapata
may not, by amendment to the Certificate of Incorporation or By-Laws or by
merger or consolidation or in any other manner authorize or increase any class
of stock ranking prior to the $100 Preference Stock either as to the payment of
dividends or distribution of assets upon liquidation, or authorize or create or
issue any security convertible into or evidencing the right to purchase any such
stock ranking prior to the $100 Preference Stock, or change the preferences,
powers, rights or limitations with respect to the $100 Preference Stock, so as
to affect adversely the rights, powers or preferences of the $100 Preference
Stock, without the affirmative vote of the holders of at least two-thirds of the
$100 Preference Stock at the time outstanding.  Except as set forth in the
preceding sentence, the holders of the $100 Preference Stock have no voting
rights.

          Shares of the $100 Preference Stock may be converted into Common Stock
under certain circumstances at a conversion rate of 100 shares of Common Stock
per one share of $100 Preference Stock, subject to the availability of
authorized but unissued shares of Common Stock for such conversion and subject
to adjustment upon the occurrence of certain events.  Zapata from time to time
may increase the conversion rate (i.e., increase the number of shares of Common
Stock exchangeable for one share of $100 Preference Stock) provided certain
conditions are met.

          If Zapata consolidates with or merges into any other corporation,
provisions shall be made as part of the terms of such consolidation or merger
whereby each share of the $100 Preference Stock outstanding immediately prior to
such event shall thereafter be convertible into the number of shares of Common
Stock or other securities or property to which a holder of a number of shares of
Common stock deliverable upon conversion of such share of the $100 Preference
Stock would have been entitled upon such consolidation or merger.

          Any shares of $100 Preference Stock which have been acquired by Zapata
through redemption or otherwise will assume the status of authorized but
unissued Preference Stock and may not be reissued as shares of the $100
Convertible Preference Stock.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BY-LAWS AND DELAWARE LAW
   
          No stockholder of Zapata has any preemptive or preferential right to
purchase or subscribe to any shares of any class of Zapata by reason of his
holding shares of any class. Cumulative voting in the election of directors is
not permitted.  The Certificate of Incorporation divides the Board of Directors
of Zapata into three classes as nearly equal in number as possible, with one
class of directors to be elected each year for a term ending with the third
succeeding annual meeting of stockholders.  The By-Laws provide that the number
of directors is seven.  The By-Laws may be amended by the affirmative vote of
the holders of at least 80% of Zapata's outstanding voting stock or by the
affirmative vote of six of the seven members on the Board of Directors.     

          The Certificate of Incorporation requires the affirmative vote of the
holders of at least 80% of the outstanding voting stock of Zapata entitled to
vote in elections of directors to approve any of the following transactions
involving Zapata and any entity that beneficially owns at least 5% of Zapata's
voting stock (a "Five Percent Owner"): (i) a merger or consolidation, (ii) any
sale or lease of all or any substantial part of the assets of Zapata or (iii)
any sale or lease to Zapata or any subsidiary thereof of any assets having an
aggregate fair market value of at least $2 million in exchange for voting
securities (or securities convertible into voting securities or options,
warrants or rights to purchase voting securities or securities convertible into
voting securities) of Zapata or any of its subsidiaries.  The foregoing
requirements do not apply if the Board of Directors has approved a memorandum of
understanding with respect to such transaction before the time that the Five
Percent Owner acquired his 5% interest or if the transaction is between Zapata
and a subsidiary.

          The foregoing provisions respecting transactions with Five Percent
Owners, the classification of directors and voting requirements for an amendment
to the By-Laws may not be amended without the affirmative vote of the holders of
80% of the outstanding voting stock of Zapata.  These provisions may deter any
potential unfriendly offers or other efforts to obtain control of Zapata that
are not approved by the Board of Directors and could thereby deprive the
stockholders of opportunities to realize a premium on their stock and could make
the removal of management more difficult.  On the other hand, these provisions
may induce any persons seeking control of Zapata or a business combination with
Zapata to negotiate terms acceptable to the Board of Directors.

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