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     (c) contract to create any obligation or Liability except in the ordinary
course of the Business, consistent with past practice;

     (d) contract to create any mortgage, pledge, lien, security interest or
encumbrance, restriction, or charge of any kind (other than Permitted Liens);

     (e) cancel any debts, waive any claims or rights of value or sell,
transfer, or otherwise dispose of any of its properties or assets, except in the
ordinary course of the Business, consistent with past practice;

     (f) sell any real estate owned as of the date of this Agreement or acquired
thereafter except for fair market value in the ordinary course of the Business,
consistent with past practice;

     (g) except in the ordinary course of the Business, consistent with past
practice, or as agreed by Purchasers and Seller, grant any increase in
compensation or pay or agree to pay or accrue any bonus or like benefit to or
for the credit of any director, officer, employee or other person or enter into
any employment, consulting or severance agreement or other agreement with any
director, officer, employee, or other person or adopt, amend or terminate any
benefit plan or change or modify the period of vesting or retirement age for any
participant of such a plan;

     (h) acquire the capital stock or other equity securities or interest of any
person;

     (i) make any capital expenditure or a series of expenditures of a similar
nature in excess of $500,000 in the aggregate;

     (j) except for negotiations and discussions between the parties hereto
relating to the transactions contemplated by this Agreement or as otherwise
permitted hereunder, enter into any transaction, or enter into, modify or amend
any Contract or commitment, other than in the ordinary course of the Business,
consistent with past practice;

     (k) adopt a plan of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization, or other reorganization or
business combination of Zapata Sub and Zapata Partnership; or

     (l) agree to do any of the things described in clauses (a) through (k) of
this Section 5.2.

     Section 5.3  Negative Covenant of Zapata. Except with the prior written
consent of the Purchasers, Zapata shall not, from the date of this Agreement to
the Closing Date, adopt a plan of complete liquidation or dissolution.

                                  ARTICLE VI.
                             ADDITIONAL AGREEMENTS

     Section 6.1  Access To, and Information Concerning, Properties and Records.
During the pendency of the transactions contemplated hereby, the Seller shall
give the Purchasers, their legal counsel, accountants and other representatives
full access during normal business hours, throughout the period prior to the
Closing Date, to all of the assets of the Business, including, without
limitation, the books, Contracts, properties, premises, permits, licenses,
Governmental Authorizations and records, and shall permit the Purchasers and
their representatives to make such inspections (including, without limitation,
with regard to such properties, physical inspection of the surface and
subsurface thereof which is not materially intrusive) and to have discussions
with material suppliers and customers of Seller as the Purchasers and such
representatives may require and furnish to the Purchasers and their
representatives during such period all such information concerning Seller and
its affairs as they may reasonably request. With regard to physical inspection
or testing, Purchasers shall restore such properties, to the extent reasonable
and customary under the circumstances, to substantially their original
condition. Purchasers shall be responsible for any Loss (other than consequences
of complying with applicable Governmental Requirements)

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