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                                   EXHIBIT 1
                                  DEFINITIONS


(a)  "Accountants' Calculation of  Net Asset Value" shall have the meaning set
     forth in Section 4.5.

(b)  "Affiliate" as used in this Agreement means, with respect to any person,
     (i) any person that, directly or indirectly, controls, is controlled by, or
     is under common control with, such person in question, (ii) any officer,
     director, stockholder or partner of such person in question, or member of
     the extended family of such officer, director, stockholder or partner and
     (iii) any person that, directly or indirectly, controls, is controlled by,
     or is under common control with, any officer, director, stockholder or
     partner of such person in question or member of the extended family of such
     officer, director, stockholder or partner. For the purposes of the
     definition of Affiliate, "control" (including, with correlative meaning,
     the terms "controlled by" and "under common control with"), as used with
     respect to any person, shall mean the possession, directly or indirectly,
     of the power to direct or cause the direction of the management and
     policies of such person, whether through the ownership of voting securities
     or by contract or otherwise.

(c)  "Agreed Upon Net Asset Value" shall have the meaning set forth in Section
     4.5 hereof.

(d)  "Agreement" shall have the meaning specified in the Preamble.

(e)  "Assets" shall have the meaning specified in Section 4.1.

(f)  "Assumed Liabilities" shall have the meaning specified in Section 4.2(b).

(g)  "Business" shall mean the natural gas compression businesses historically
     engaged in by Zapata Sub and Zapata Partnership and their Affiliates.

(h)  "Continuing Employees" shall have the meaning specified in Section 11.1.

(i)  "Contracts" mean all agreements contracts, leases or subleases relating to
     the Business to which any Seller is a party or by which any Seller or any
     of the Assets is bound.

(j)  "Disclosure Schedule" shall have the meaning specified in the beginning of
     Article II.

(k)  "Environmental Claims" means any and all administrative or judicial
     actions, suits, orders, claims, liens, notices, violations or proceedings
     arising under any applicable Environmental Law or any Environmental Permit
     binding upon Seller, or at common law or otherwise, brought, issued or
     asserted by: (A) a Governmental Authority for compliance, damages,
     penalties, removal, response, remedial or other action pursuant to any
     applicable Environmental Law or (B) a third party seeking damages for
     personal injury caused by Seller or property damage resulting from the
     release of a Hazardous Material at or from any current or prior facility of
     any Seller for which Seller would bear liability, including, without
     limitation, Seller's employees seeking damages for exposure to Hazardous
     Materials.

(l)  "Environmental Laws" means applicable Governmental Requirements currently
     in effect related to protection of the environment (including, without
     limitation, natural resources), exposure to, control, emission, discharge,
     release, threatened release, exposure, handling, use, manufacturing,
     generation, treatment, storage, transportation or disposal of Hazardous
     Materials.

(m)  "Environmental Permit" means all Governmental Authorizations required for
     the operation of the Business in conformity with applicable Environmental
     Laws and includes any and all orders, consent orders or

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