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                               ZAPATA CORPORATION
 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1.  BUSINESS AND ORGANIZATION
 
     Zapata Corporation ("Zapata" or the "Company") is a holding company which
since April 1998 has operated primarily in two industry segments: the food
segment and the Internet segment. Zapata operates its food related businesses
through its 61% owned subsidiary, Omega Protein Corporation ("Omega Protein" or
"Omega") (formerly known as Marine Genetics Corporation and Zapata Protein,
Inc.) and through Viskase Corporation ("Viskase") until the sale of its stock in
that corporation. Zapata operated its Internet related businesses through its
98% owned subsidiary, Zap.Com Corporation ("Zap.Com") and its wholly owned
subsidiary Charged Productions, Inc. ("Charged Productions" or "Charged"). The
Company exited the Internet businesses in 2000.
 
     Omega Protein produces and markets a variety of products produced from
menhaden (herring-like fish found in commercial quantities in the U.S. coastal
waters of the Atlantic Ocean and Gulf of Mexico) including regular grade and
value added specialty fish meals, crude and refined fish oils and fish solubles.
Omega's fish meal products are used as nutritional feed additives by animal feed
manufacturers and by commercial livestock producers. Omega operates its own
fleet of fishing vessels as well as four processing plants. Omega's crude fish
oil is sold primarily to food producers in Europe, and its refined fish oil
products, which are high in nutritionally desirable Omega-3 fatty acids, are
used in a variety of foods for human consumption, as well as in aquaculture
feeds and certain industrial applications. Fish solubles are sold as protein
additives for animal feed and as organic fertilizers. Omega Protein is engaged
in the marine protein business and its stock is traded on the New York Stock
Exchange ("NYSE") under the symbol "OME."
 
     In August 1995, Zapata acquired 4,189,298 shares of Viskase common stock,
representing 31% of the then outstanding common stock of Viskase, for $18.8
million. In June and July 1996, Zapata purchased 1,688,006 additional shares of
Viskase common stock. During September 2001, Zapata sold its 5,877,304 shares of
common stock for an aggregate price of approximately $59,000 in a private
transaction through a broker.
 
     In April 1998, the Company acquired the Internet based magazines Word and
Charged. Subsequently, these webzines were consolidated into Charged
Productions, Inc. ("Charged Productions" or "Charged"), a multi-media production
company which operated www.charged.com, www.sissyfight.com and
www.pixeltime.com. During December 2000, the Company made a strategic decision
to cease the operations of Charged Productions. During April 2001, the Company
completed its sale of Charged Productions to Charged LLC (a limited liability
corporation comprised of former Charged Productions employees) whereby Charged
Productions received 20% of the outstanding equity of Charged LLC in exchange
for certain remaining assets of the original company. Further, as Charged
Productions is unsure of Charged LLC's ability to generate positive cash flows
from its operations, the investment was written down to zero during 2001.
 
     Zap.Com was in the Internet industry and its stock is traded on the
over-the-counter market on the NASD's OTC Electronic Bulletin Board under the
symbol "ZPCM." In December 2000, the Zap.Com Board of Directors concluded that
Zap.Com's operations were not likely to become profitable in the foreseeable
future and, therefore, it was in the best interest of Zap.Com and its
stockholders to cease all Internet operations. Since that date, Zap.Com has
terminated all salaried employees, all signed agreements with web site owners
who joined the ZapNetwork, and all third party contractual relationships entered
into in connection with its Internet business.
 
NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES
 
  CONSOLIDATION
 
     The consolidated financial statements include Zapata Corporation and its
wholly and majority-owned domestic and foreign subsidiaries (collectively,
"Zapata" or the "Company"). Entities where Zapata can exercise significant
influence, but not control, are accounted for under the equity method of
accounting.
 
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