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and other expenses of the Special Committee of its Board of Directors.

  7. Notices. All notices, requests, claims, demands and other communications 
hereunder shall be communicated in writing, mailed by first class mail or 
delivered by hand, or by telephone, if promptly confirmed in writing, at the 
following addresses (or to such other address for a party as such party may 
specify by written notice given pursuant hereto):

                           If to the Buyer:

                           Zapata Corporation
                           One Riverway, Suite 2200
                           777 South Post Oak Lane
                           Houston, Texas 77056

                           Attn: Joseph L. von Rosenberg III
                                 General Counsel

                           If to the Seller:

                           Malcolm I. Glazer
                           1482 South Ocean Boulevard
                           Palm Beach, Florida 33480

                           With a copy to:

                           Avram Glazer
                           18 Stoney Clover Lane
                           Pittsford, New York 14534

  8. Entire Agreement. This Agreement contains the entire agreement between the 
Buyer and the Seller as to the Shares.

  9. Governing Law. This Agreement shall be construed in accordance with, and be
governed by, the laws of the State of New York.

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