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and other expenses of the Special Committee of its Board of Directors.

     7.  Notices.  All notices, requests, claims, demands and other
communications hereunder shall be communicated in writing, mailed by first class
mail or delivered by hand, or by telephone, if promptly confirmed in writing, at
the following addresses (or to such other address for a party as such party may
specify by written notice given pursuant hereto):

               If to the Buyer:

               Zapata Corporation
               One Riverway, Suite 2200
               777 South Post Oak Lane
               Houston, Texas  77056

               Attn:  Joseph L. von Rosenberg III
               General Counsel

               If to the Seller:

               Malcolm I. Glazer
               1482 South Ocean Boulevard
               Palm Beach, Florida  33480

               With a copy to:

               Avram Glazer
               18 Stoney Clover Lane
               Pittsford, New York  14534

     8.  Entire Agreement.  This Agreement contains the entire agreement between
the Buyer and the Seller as to the Shares.

     9.  Governing Law.  This Agreement shall be construed in accordance with,
and be governed by, the laws of the State of New York.

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