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     Section 10.6 Limitation of Purchasers' Liability.

     (a) Notwithstanding anything to the contrary contained in Section 10.2,
after the Closing, the aggregate liability of the Purchasers for any Loss,
individually or in the aggregate with all other Losses covered by this
Agreement, for which indemnification is required by Purchasers on behalf of
Seller's Indemnified Persons pursuant to Section 10.2, shall be limited to (i)
the aggregate amount of the Assumed Liabilities (which may be used to satisfy
only the Assumed Liabilities) and (ii) $4,000,000 (for all other matters,
exclusive of a termination described in Section 8.2(b), for which liability
shall be unlimited).

     (b) The Seller's Indemnified Persons are entitled to indemnification
pursuant to Section 10.2 only to the extent that the amount of any Loss,
individually or in the aggregate with all other Losses covered by this
Agreement, exceeds $250,000 and is not an Excluded Liability, and in such event
the Seller's Indemnified Persons shall be entitled, subject to Section 10.6(a)
hereof, to recover the full amount of such Loss in excess of $250,000.  Such
$250,000 limitation shall not apply, however, to (i) a reimbursement obligation
of a Purchaser pursuant to Section 11.1(b) hereof, (ii) a Loss resulting from a
breach by a Purchaser of Section 3.7 hereof, (iii) a Loss resulting from
Purchasers' reimbursement obligation set forth in Section 12.15, (iv) the Net
Asset Value adjustment payment pursuant to Section 4.5; or (v) Purchasers'
obligations pursuant to Section 12.2.

     Section 10.7 Limitation on Claims. No party to this Agreement shall make a
claim against another party to this Agreement except pursuant to, and subject to
the limitations contained in, this Article X.

     Section 10.8 Inconsistent Provisions. The provisions of this Article shall
govern and control over any inconsistent provisions of this Agreement.

                                  ARTICLE XI.
                               EMPLOYMENT MATTERS

     Section 11.1 Employment.

     (a) The full-time and part-time employees of the Business, whether
currently employed, or employed between the date hereof and the Closing Date,
are collectively referred to as the "Zapata Employees".  As soon as reasonably
practicable after the date of this Agreement, Purchasers shall furnish Seller
with a list of the names of each of the Zapata Employees to whom Purchasers
reasonably expect to extend offers of employment on the Closing Date
("Continuing Employees").

     (b) Any Zapata Employee who is not a Continuing Employee, as determined
according to the list provided by Purchasers to Seller under Section 11.1(a),
shall be terminated by Seller prior to the Closing Date.  Notwithstanding
anything to the contrary in Section 11.1(a), prior to the Closing Date, Seller
shall provide Zapata Employees who are not Continuing Employees and who are
identified in Section 11.1(a), with severance benefits under the Seller's
Severance Plan attached hereto as Exhibit 4; provided, however, that if the
aggregate amount of such severance payments referred to in this sentence (taking
into account only those Zapata Employees whose employment is terminated by
Zapata as required by this Agreement) exceeds Fifty Thousand Dollars ($50,000),
Purchasers shall promptly reimburse Seller for the amount of such excess.  With
respect to any Zapata Employee, however, in no event shall Purchasers be
required to reimburse Seller for severance payments in excess of those required
by the terms of the Seller's Severance Plan.

     Section 11.2 Purchasers' Responsibility for Zapata Employees' Retirement
and Other Benefits.

     (a) Purchasers will cause to be provided pension, medical, 401k plan and
other benefits to all Continuing Employees from and after the Closing Date to
the same extent provided to similarly situated employees of Purchasers.

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