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employment under certain circumstances occurring within two years after a change
of control.  A "change of control" for purposes of this provision occurred in
July 1992.  As a result of the change in Mr. Lassiter's responsibilities in July
1994, Mr. Lassiter terminated his employment under this provision of his
contract. Subsequently, Mr. Lassiter entered into a consulting agreement (the
"Consulting Agreement") with the Company under which he agreed to serve as
Chairman and Chief Executive Officer of Zapata Protein, Inc. for the same
aggregate compensation he would have been entitled to receive under the
termination provisions of the employment agreement, with the payment schedule
deferred over a more extended period of time so long as Mr. Lassiter continues
to serve under the Consulting Agreement.  The payments to Mr. Lassiter under the
provisions of the Consulting Agreement are included in the "Salary" column of
the Summary Compensation Table.

          Effective as of September 30, 1992, Cimarron entered into an
employment agreement with Robert W. Jackson (the "Jackson Agreement").  The
Jackson Agreement provided for Mr. Jackson's continuing employment as President,
Chief Executive Officer and Director of Cimarron for a period of five years and
contained provisions requiring salary continuation payments for the remainder of
the term of the agreement in the event of a termination without cause or a
voluntary resignation for "good reason."  On December 1, 1995, the Company and
Cimarron entered into a Mutual Release Agreement (the "Mutual Release
Agreement") with Mr. Jackson, pursuant to which Mr. Jackson resigned from his
position as Chairman, President and Chief Executive Officer of Cimarron, and the
parties compromised, settled and resolved all rights and obligations pursuant to
all contracts, agreements or benefit plans by or among the parties, as well as
all controversies among them.  Under the Mutual Release Agreement, the Jackson
Agreement was terminated and Zapata and Cimarron agreed to make a one-time
payment of $306,534 to Mr. Jackson, representing the present value of the
continuing payments that would have been due under the Jackson Agreement, less a
negotiated amount reflecting settlement of certain unresolved disputes and early
termination of certain other various agreements.

          Effective October 1, 1994, the Company entered into an employment
agreement with Mr. McIntyre. The agreement provided for continuing employment of
Mr. McIntyre as Vice President, Treasurer and Chief Financial Officer until
December 17, 1998 at a compensation level at least equal to Mr. McIntyre's base
salary as of October 1, 1994.  The agreement provided that if Zapata terminated
Mr. McIntyre's employment for any reason other than for cause, Zapata would be
obligated to pay Mr. McIntyre's base salary in effect on September 30, 1994
(approximately $8,825 per month) until December 17, 1998.  The Company
terminated Mr. McIntyre's employment effective January 15, 1996, thereby
triggering the Company's obligation to make such payments through December 17,
1998.

          Effective March 15, 1991, the Company entered into an employment
agreement with Mr. Williams. As a result of the termination of his employment on
August 14, 1995, Mr. Williams will receive payments for three years equivalent
to his base salary in effect at the time of the termination ($163,116 annually).
Effective August 16, 1995, Zapata Exploration Company, a wholly owned subsidiary
of the Company ("Zapex"), entered into a consulting agreement (the "Consulting
Agreement") with Mr. Williams whereby he agreed to provide services including
operational oversight for Zapex's Bolivia investment, direction of the winding-
down of Zapex's domestic oil and gas operations, and other services in exchange
for a monthly payment equal to a retainer plus an hourly fee. The Consulting
Agreement is terminable by either Zapex or Mr. Williams upon written notice of
an election to terminate which such termination shall be effective upon the last
day of the month following the month during which any such notice is given.
Payments to Mr. Williams under the provisions of the Consulting Agreement during
the portion of fiscal 1995 following the termination of his employment are
included in the "All Other Compensation" column of the Summary Compensation
Table.

COMPENSATION OF DIRECTORS

          During the year ended September 30, 1995, those members of Zapata's
Board of Directors who were not employees of the Company were paid an annual
retainer of $20,000, plus $1,000 for each Committee of the Board on which a
Board member served.  Effective April 1, 1995, the Company changed the payment
schedule of directors' fees from an annual payment of $20,000 to a quarterly
retainer of $5,000.  Those directors who are also Zapata employees do not
receive any additional compensation for their services as directors.

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