<PAGE>

     The pro forma adjustments to Zapata's results for the three months ended
December 31, 1993 reflecting the Energy Industries Acquisition include revenues
of $6,014,000, as well as, income before tax and net income of $174,000.
Additionally, the pro forma adjustments for the first quarter of fiscal 1994
include the elimination of $124,000 of various operating and administrative
expenses that were charged to Energy Industries from an affiliate, amortization
of $41,000 of goodwill, a reduction in interest expense of $161,000 related to
notes receivable and payable that were not acquired by Zapata and a federal tax
provision of $146,000.

     The pro forma adjustments to Zapata's results for the three months ended
December 31, 1992 reflecting the Energy Industries Acquisition include revenues
of $16,430,000, as well as, income before tax and net income of $1,497,000.
Additionally, the pro forma adjustments for the first quarter of fiscal 1993
include the elimination of $664,000 of various operating and administrative
expenses that were charged to Energy Industries from an affiliate, amortization
of $123,000 of goodwill, a reduction in interest expense of $525,000 related to
notes receivable and payable that were not acquired by Zapata, a federal tax
provision of $871,000 and the issuance of 13,500,000 shares of Zapata common
stock.

     The pro forma amounts presented above may not be indicative of the results
that would have actually resulted if the transactions had occurred on the date
indicated or which may be obtained in the future.

Note 3.  Sale of Tidewater Common Stock and Senior Debt Prepayment
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     In November 1993, Zapata sold 3.75 million shares of its Tidewater common
stock for a net price of $20.75 per share or $77.8 million through an
underwritten public offering resulting in a pretax gain of $33.8 million.  In
December 1993, $73.7 million of the proceeds were used to prepay $68.5 million
of the Company's 13% senior indebtedness to Norex Drilling Ltd., along with
accrued interest, and to pay a $3.5 million prepayment premium.  The Company
currently owns approximately 1.0 million shares of Tidewater common stock.  The
aggregate market value of Zapata's remaining shares of Tidewater common stock as
of December 31, 1993 was $21.0 million based on the closing price of $20.00 per
publicly-traded share on that date.

     In connection with the debt prepayment, the Norex debt agreement was
amended to remove or lessen various restrictions on the Company.  The Company
will no longer be required to maintain any financial ratios and will no longer
be subject to limitations on its ability to incur additional indebtedness or
contingent obligations, to make capital expenditures, to pay dividends or to
enter into merger or consolidation transactions, to liquidate, wind up or
dissolve or to make investments or loans.  In addition, the Company will no
longer be subject to limitations on the creation of liens or the sale of assets,
except in connection with Energy Industries and certain related subsidiaries.
The Company will remain subject to a covenant in the Norex debt agreement which
requires it to maintain a consolidated tangible net worth of at least $100
million.

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