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Section 6.2 must notify the other parties in writing on or before the Closing
Date of its election to terminate this Agreement.  If any party terminates this
Agreement pursuant to its termination rights in this Section 6.2, neither Seller
nor the affected Buyer will have any further rights or obligations under this
Agreement as to that portion of the Assets to have been transferred to such
Buyer, except as provided in Section 6.1 with respect to termination of this
Agreement due to a party's breach of its obligations under this Agreement.

  6.3  Closing Obligations.  At Closing, the following events will occur, each
being a condition precedent to the others and each being deemed to have occurred
simultaneously with the others.

      6.3.1 Payment of Cash Consideration.  Buyers will pay Seller their
respective shares of the Cash Consideration, adjusted as provided in Section 2.2
of this Agreement, by wire transfer.

      6.3.2 Execution and Delivery of Closing Documents. Seller and Buyers will
execute, acknowledge, and deliver the following closing documents.

            (i)  Seller will execute, acknowledge and deliver to Conoco an
                 Assignment, Assumption and Bill of Sale (in sufficient
                 counterparts for recording) transferring Seller's interest in
                 the Texas Assets to Conoco or its designee and pursuant to
                 which Conoco agrees to unconditionally and irrevocably assume,
                 pay, perform and discharge the Buyer's Assumed Obligations (as
                 defined in Section 8.2). The Assignment and Bill of Sale will
                 be in the form set forth in Exhibit B-1.

           (ii)  Seller will execute, acknowledge and deliver to Enogex an
                 Assignment, Assumption and Bill of Sale (in sufficient
                 counterparts for recording) transferring Sellers's interest in
                 the Oklahoma Assets to Enogex or its designee and pursuant to
                 which Enogex agrees unconditionally and irrevocably to assume,
                 pay, perform and discharge the Buyer's Assumed Obligations (as
                 defined in Section 8.2). The Assignment and Bill of Sale will
                 be in the form set forth in Exhibit B-2.

          (iii)  Seller will execute and deliver to each Buyer a Non-Foreign
                 Affidavit in the form set forth in Exhibit C.

           (iv)  Seller will procure and deliver to each Buyer a Parent Company
                 Guaranty from Zapata Corporation, which shall provide a
                 guaranty of all obligations of Seller under this Agreement,
                 including but not limited to post-Closing accounting
                 adjustments and indemnification. The Parent Company Guaranty
                 will be in the form set forth in Exhibit "D".

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