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9.9  ARBITRATION

       9.9(a)  All disputes, differences or questions arising out of or relating
to this Agreement (including, without limitation, those as to the validity,
interpretation, breach, violation or termination thereof) shall, at the written
request of either party, be finally determined and settled pursuant to
arbitration in Houston, Texas, by three arbitrators, one to be appointed by
Buyer, and one by Zapata, and a neutral arbitrator to be appointed by such two-
party appointed arbitrators.  The neutral arbitrator shall be an attorney and
shall act as chairman.  Should (i) either party fail to appoint an arbitrator as
hereinabove contemplated within ten (10) days after the party not requesting
arbitration has received such written request, or (ii) the two arbitrators
appointed by or on behalf of the parties as contemplated in this Section 9.9
fail to appoint a neutral arbitrator as hereinabove contemplated within ten (10)
days after the date of the appointment of the last arbitrator appointed by or on
behalf of the parties, then any person sitting as Judge of the United States
District Court for the Southern District of Texas, Houston Division, upon
application of Zapata or of Buyer, shall appoint an arbitrator to fill such
position with the same force and effect as though such arbitrator had been
appointed as hereinabove contemplated.

       9.9(b)  The arbitration proceeding shall be conducted in Houston, Texas,
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association.  A determination, award or other section shall be considered the
valid action of the arbitrators if supported by the affirmative vote of two or
three of the three arbitrators.  The costs of arbitration (exclusive of
attending the arbitration, and of the fees and expenses of legal counsel to such
party, all of which shall be borne by such party) shall be shared equally by
Zapata and Buyer.  The arbitration award shall be final and conclusive and shall
receive recognition, and judgment upon such award may be entered and enforced in
any court of competent jurisdiction.

9.10  BINDING EFFECT; ASSIGNMENT

       This Agreement shall inure to the benefit of and be binding upon the
parties hereto.  Except as otherwise expressly provided for herein, this
Agreement shall not inure to the benefit of, be enforceable by or create any
right or cause of action in any person other than the parties hereto, including
without limitation any shareholder of either Buyer or Zapata.  No party hereto
shall assign this Agreement or any part hereof without the prior written consent
of the other party.  No such assignment shall release a party of any of its
obligations under this Agreement unless the other party hereto shall have
consented to such assignment in writing.

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