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       If to Zapata:          Zapata Corporation
                              One Riverway, Suite 2200
                              P.O. Box 4240
                              Houston, Texas  77210-4240
                              Attention:  Chief Financial Officer
                              Fax No. (713) 940-6111

       With a copy to:        Zapata Corporation
                              One Riverway, Suite 2200
                              P.O. Box 4240
                              Houston, Texas  77210-4240
                              Attention:  General Counsel
                              Fax No. (713) 940-6111

       If to Buyer:           ZP Acquisition Corp.
                              c/o William H. Murphy & Co., Inc.
                              2200 Post Oak Blvd., Suite 514
                              Houston, Texas 77056
                              Attention: President
                              Fax No. (713) 965-9497

       With a copy to:        Mr. James J. Spring, III
                              Chamberlain, Hrdlicka, White, Williams
                               & Martin
                              1200 Smith Street, Suite 1400
                              Houston, Texas 77002
                              Fax No. (713) 658-2553

The persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid.

9.3  ENTIRE AGREEMENT

       This Agreement, together with the Schedules hereto and the
confidentiality agreement between the parties, contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter hereof.  No oral misunderstandings, statements, promises or inducements
contrary to the terms of this Agreement exist.  No representations, warranties,
covenants or conditions, express or implied, other than as set forth herein and
in the aforementioned confidentiality agreement, have been made by the parties
hereto.

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