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                                                                       Exhibit A



                          SUBORDINATED PROMISSORY NOTE


$18,780,623.00


          FOR VALUE RECEIVED, Zapata Corporation, a Delaware corporation (the
"Company"), hereby promises to pay to the order of Malcolm I. Glazer, as Trustee
of the Malcolm I. Glazer Trust ("Payee"), the principal sum of Eighteen Million
Seven Hundred Eighty Thousand Six Hundred Twenty Three and No/100 Dollars
($18,780,623.00) on August 7, 1997, unless sooner accelerated and to pay
interest on the unpaid balance of such principal sum from time to time
outstanding from the date hereof until paid in full and on the maturity date
hereof at a rate prior to an event of default equal to the rate of interest per
annum publicly announced from time to time by Chemical Bank as its prime rate in
effect at its principal office in New York City, such rate hereunder to change
automatically effective upon each change in such prime rate, such interest to be
payable on the last day of each September, December, March and June in each year
until the principal sum is paid in full.  After an event of default the interest
rate that shall accrue on the outstanding principal hereunder shall be increased
by five percent (5%) over the rate which would otherwise apply.

          Payments.  All payments hereunder shall be made to Malcolm I. Glazer,
as Trustee of the Malcolm I. Glazer Trust at 1482 South Ocean Boulevard, Palm
Beach, Florida  33480.

          Prepayment.  The Company shall have the right at any time to prepay,
without premium or penalty, the principal sum or any portion thereof, together
with interest on the amount prepaid to date of prepayment.

          Subordination.  The Company covenants and agrees, and each holder of
this Note by his acceptance hereof likewise covenants and agrees, that the
payment of the principal and interest on this Note is subordinated, to the
extent and in the manner hereinafter set forth, to the prior payment in full of
all Senior Debt.  The term "Senior Debt" means the principal of and premium, if
any, and interest on the following, whether currently outstanding or hereafter
created, (i) indebtedness of the Company for money borrowed (including purchase
money obligations) evidenced by notes or other written obligations (other than
this Note), (ii) indebtedness of the Company evidenced by notes (other than this
Note), debentures, bonds or other securities issued under the provisions of an
indenture, fiscal agency agreement or similar