<PAGE>
(3) Exhibits
The exhibits indicated by an asterisk (*) are incorporated by reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
3(a)* --Restated Certificate of Incorporation of Zapata filed with
Secretary of State of Delaware May 3, 1994 (Exhibit 3(a) to
Current Report on Form 8-K dated April 27, 1994 (File No. 1-
4219)).
3(b)* --Certificate of Designation, Preferences and Rights of $1
Preference Stock (Exhibit 3(c) to Zapata's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1993 (File No. 1-
4219)).
3(c)* --Certificate of Designation, Preferences and Rights of $100
Preference Stock (Exhibit 3(d) to Zapata's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1993 (File No. 1-
4219)).
3(d) --By-laws of Zapata, as amended effective August 17, 1994.
4(a)* --Second Amended and Restated Master Restructuring Agreement, dated
as of April 16, 1993 between Zapata and Norex Drilling Ltd.
(Exhibit 12 to Zapata's Amendment No. 3 to Schedule 13D dated
April 30, 1993).
4(b)* --First Amendment to Second Amended and Restated Master
Restructuring Agreement dated as of May 17, 1993 between Zapata
and Norex Drilling, Ltd. (Exhibit 4(c) to Zapata's Registration
Statement on Form S-1 (No. 33-68034)).
4(c)* --Second Amendment to Second Amended and Restated Master
Restructuring Agreement, dated as of December 17, 1993 between
Zapata and Norex Drilling, Ltd. (Exhibit 4(c) to Zapata's Annual
Report on Form 10-K for the fiscal year ended September 30, 1993
(File No. 1-4219)).
4(d)* --Securities Liquidity Agreement, dated as of December 19, 1990, by
and among Zapata and each of the securities holders parties
thereto (Exhibit 4(b) to Zapata's Annual Report on Form 10-K for
the fiscal year ended September 30, 1990 (File No. 1-4219)).
Certain instruments respecting long-term debt of Zapata and its subsidiaries
have been omitted pursuant to Regulation S-K, Item 601. Zapata hereby agrees to
furnish a copy of any such instrument to the Commission upon request.
10(a)*+ --Zapata 1990 Stock Option Plan (Exhibit 10(b) to Zapata's Annual
Report on Form 10-K for the fiscal year ended September 30, 1990
(File No. 1-4219)).
10(b)*+ --First Amendment to Zapata 1990 Stock Option Plan (Exhibit 10(c)
to Zapata's Registration Statement on Form S-1 (Registration No.
33-40286)).
10(c)*+ --Zapata Special Incentive Plan, as amended and restated effective
February 6, 1992 (Exhibit 10(a) to Zapata's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1992 (File No. 1-4219)).
10(d)*+ --Zapata 1981 Stock Incentive Plan, as amended and restated
effective February 12, 1986 (Exhibit 19(a) to Zapata's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1986
(File No. 1-4219)).
10(e)*+ --Zapata Supplemental Pension Plan effective as of April 1, 1992
(Exhibit 10(b) to Zapata's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 (File No. 1-4219)).
10(f)*+ --Zapata Annual Incentive Plan effective January 1, 1991 (Exhibit
10(h) to Zapata's Registration Statement on Form S-1 (Registration
No. 33-40286)).
10(g)*+ --Employment Agreement dated as of April 15, 1991 between Zapata
and Marvin Migura (Exhibit 10(n) to Zapata's Registration
Statement on Form S-1 (Registration No. 33-40268)).
10(h)*+ --Employment Agreement dated as of April 15, 1991 between Zapata
and David W. Skarke (Exhibit 10 m) to Zapata's Annual Report on
Form 10-K for the fiscal year ended September 30, 1991 (File No.
1-4219)).
</TABLE>
65