<PAGE>    
   

                                 PART II     
   
                  INFORMATION NOT REQUIRED IN PROSPECTUS     

    
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION      
    
          The estimated fees and expenses payable in connection with this
offering, all of which are payable by the Company, are as follows:      

<TABLE>
<S>                                                         <C>
   Securities and Exchange Commission registration fee..    $ 10,288
   Printing and engraving expenses......................     130,000
   Legal fees and expenses..............................     120,000
   Accounting fees and expenses.........................     105,000
   Blue sky fees and expenses...........................       3,000
   Miscellaneous........................................       7,000
                                                            --------
       Total............................................    $375,288
                                                            ========
</TABLE>

    
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS      
    
          Section 145 of the Delaware General Corporation Law and Article V of
Zapata's By-Laws provide, in part, that Zapata shall have power to indemnify
anyone made, or threatened to be made, a party to a threatened, pending or
completed proceeding, whether civil or criminal, administrative or
investigative, because he is or was a director, officer, employee or agent of
the Company.  In a suit brought to obtain a judgment by or in the right of the
corporation, the corporation may indemnify for expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense or
settlement of the case; in any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, as well as to
expenses, including attorneys' fees.  In a civil proceeding, there can be no
indemnification under the statute, unless it appears that the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation; in a
criminal proceeding, the indemnitee must also have had no reasonable cause to
believe that his conduct was unlawful.  In addition, Zapata has the power to
purchase and maintain insurance for such persons.  The By-Laws and such statute
also provide that the power to indemnify authorized thereby is not exclusive of
any rights granted under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.      
    
          Article Eleven of Zapata's Restated Certificate of Incorporation, as
amended, provides that no director of Zapata shall be liable to Zapata or any of
its stockholders for monetary damages resulting from a breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit. 
     
    
          The foregoing discussion of Zapata's Restated Certificate of
Incorporation, as amended, By-Laws and Section 145 of the Delaware General
Corporation Law is not intended to be exhaustive and is qualified in its
entirety by each of such documents and such statute.      

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