ARTICLE VIII
INTERPRETATION

         Reference in these By-Laws to any provision of Chapter 78 of the Nevada Revised Statutes shall be deemed to include all amendments thereto and the effect of the construction and determination of validity thereof of the Nevada Supreme Court.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Amended Bylaws of Zapata Corporation, a Nevada corporation, as in effect on the date hereof.

         IN WITNESS WHEREOF, I have hereunto subscribed my name as of March 1, 2002.

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