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                                                                       Exhibit A


                         SUBORDINATED PROMISSORY NOTE

$18,780,623.00


  FOR VALUE RECEIVED, Zapata Corporation, a Delaware corporation (the 
"Company"), hereby promises to pay to the order of Malcolm I. Glazer, as Trustee
of the Malcolm I. Glazer Trust ("Payee"), the principal sum of Eighteen Million
Seven Hundred Eighty Thousand Six Hundred Twenty Three and No/100 Dollars 
($18,780,623.00) on August 7,1997, unless sooner accelerated and to pay interest
on the unpaid balance of such principal sum from time to time outstanding from 
the date hereof until paid in full and on the maturity date hereof at a rate 
prior to an event of default equal to the rate of interest per annum publicly 
announced from time to time by Chemical Bank as its prime rate in effect at its 
principal office in New York City, such rate hereunder to change automatically 
effective upon each change in such prime rate, such interest to be payable on 
the last day of each September, December, March and June in each year until the 
principal sum is paid in full. After an event of default the interest rate that 
shall accrue on the outstanding principal hereunder shall be increased by five 
percent (5%) over the rate which would otherwise apply.

  Payments. All Payments hereunder shall be made to Malcolm I. Glazer, as 
Trustee of the Malcolm I. Glazer Trust at 1482 South Ocean Boulevard, Palm 
Beach, Florida 33480.

  Prepayment. The Company shall have the right at any time to prepay, without 
premium or penalty, the principal sum or any portion thereof, together with 
interest on the amount prepaid to date of prepayment.

  Subordination. The Company covenants and agrees, and each holder of this Note 
by his acceptance hereof likewise covenants and agrees, that the payment of 
the principal and interest on this Note is subordinated, to the extent and in 
the manner hereinafter set forth, to the prior payment in full of all Senior 
Debt. The term "Senior Debt" means the principal of and premium, if any, and 
interest on the following, whether currently outstanding or hereafter created, 
(i) indebtedness of the Company for money borrowed (including purchase money 
obligations) evidenced by notes or other written obligations (other than this 
Note), (ii) indebtedness of the Company evidenced by notes (other than this 
Note), debentures, bonds or other securities issued under the provisions of an 
indenture, fiscal agency agreement or similar