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Notes to Financial Statements, Continued


2.   Summary of Significant Provisions of the Plan

     General

     The Plan is administered by the Committee appointed by the board of
     directors of Zapata.  Among other duties, it is the responsibility of the
     Committee to interpret the Plan, decide all questions of eligibility and
     determine the amount, manner and time of payment of any benefits.

     All of the Plan's assets are maintained in the Master Trust with the assets
     of the Zapata Plan.  Among other duties, the trustee is to invest assets in
     the Zapata Common Stock Fund, upon the direction of the Committee, and to
     receive contributions and distribute benefits of the Plan.  An independent
     investment manager, Fayez-Sarofim, directs investments in the Equity Fund
     and the Fixed Income Fund.  The Committee directs all investments made in
     the Money Market/ Guaranteed Investment Contract Fund.  Hewitt Associates
     maintains the participating employees' account balances.

     Participants

     Employees become eligible to participate in the Plan on January 1, April 1,
     July 1 or October 1 after completion of one year of service with the
     employer.  Each employee of the Company who was a member of the Zapata Plan
     on September 30, 1985, is automatically a member of the Plan.  As of
     September 30, 1994 and 1993, there were 1,010 and 1,029 employees,
     respectively, participating in the Plan with 299 and 323, respectively, of
     these employees making contributions to the Plan.

     Contributions

     Contributions may consist of employee contributions, matching contributions
     from the employer and employer profit-sharing contributions.  Employees
     make contributions to the Plan at their own discretion.  Contributions can
     be made in any whole percent from 1 percent through 16 percent (as
     designated by the employee) of compensation received from the employer.  An
     employee's pretax contribution cannot exceed 10 percent and his after-tax
     contribution cannot exceed 16 percent.  A participant may, by written
     direction, (a) change the rate of contribution four times each Plan year
     effective the first day of the subsequent Plan quarter or (b) discontinue
     his contributions at any time.  However, in the event such contributions
     are discontinued, they must be suspended for a period of not less than one
     calendar quarter.  Contributions may be resumed the following January 1,
     April 1, July 1 or October 1.  Further, each participant may authorize the
     transfer of existing account balances four times each year among the
     available investment funds in 10 percent increments.  Participants'
     contributions are remitted by the employer to the Plan's trustee on a
     regular basis.  Also, each quarter, the Company contributes to the Plan an
     amount equal to 10 percent of each participant's first 6 percent of
     employee contributions for each quarter regardless of whether the
     contributions were pretax or after tax contributions.

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