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become immediately due and payable in full.

          Compliance with usury laws.  It is the intention of the Company and
the Payee to conform strictly to applicable usury laws.  Accordingly,
notwithstanding anything to the contrary herein, it is agreed as follows:  (i)
the aggregate of all interest and any other charges constituting interest under
applicable law contracted for, chargeable or receivable hereunder shall under no
circumstances exceed the maximum amount of interest permitted by law, and any
excess shall be cancelled automatically and, if theretofore paid, shall, at the
option of the holder hereof, either be refunded to the Company or credited on
the principal amount hereof; and (ii) in the event the entirety of the
indebtedness evidenced hereby is declared due and payable, then earned interest
may never include more than the maximum amount permitted by law, and any
unearned interest shall be cancelled automatically and, if theretofore paid,
shall, at the option of the holder hereof, either be refunded to the Company or
credited on the principal amount hereof.

          Governing law.  This Note shall be construed and enforced under and in
accordance with and shall be governed by the laws of the State of New York.

          Business day.  Any payment otherwise due on a day which is not a
business day (a day on which banks are not authorized or required to close in
Houston, Texas) may be made on the next succeeding business day, and such
extension shall be taken into account in computing any interest due in
connection with such payment.

          Attorney's fees.  In the event of any default hereunder and the
placement of this Note in the hands of an attorney for collection, the Company
agrees to pay all the Payee's collection costs and expenses, including
attorneys' fees.

          Waivers.  The Company hereby waives presentment, demand, protest and
notice of any kind in connection with payments due hereunder.


                                    ZAPATA CORPORATION



                                    By __________________________________
                                              Authorized Officer



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