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become immediately due and payable in full.

  Compliance with usury laws. It is the intention of the Company and the Payee
to conform strictly to applicable usury laws. Accordingly, notwithstanding
anything to the contrary herein, it is agreed as follows: (i) the aggregate of
all interest and any other charges constituting interest under applicable law
contracted for, chargeable or receivable hereunder shall under no circumstances
exceed the maximum amount of interest permitted by law, and any excess shall be
cancelled automatically and, if theretofore paid, shall, at the option of the
holder hereof, either be refunded to the Company or credited on the principal
amount hereof; and (ii) in the event the entirety of the indebtedness evidenced
hereby is declared due and payable, then earned interest may never include more
than the maximum amount permitted by law, and any unearned interest shall be
cancelled automatically and, if theretofore paid, shall, at the option of the
holder hereof, either be refunded to the Company or credited on the principal
amount hereof.

  Governing law. This Note shall be construed and enforced under and in 
accordance with and shall be governed by the laws of the State of New York.

  Business day. Any payment otherwise due on a day which is not a business day 
(a day on which banks are not authorized or required to close in Houston, Texas)
may be made on the next succeeding business day, and such extension shall be 
taken into account in computing any interest due in connection with such 
payment.

  Attorney's fees. In the event of any default hereunder and the placement of 
this Note in the hands of an attorney for collection, the Company agrees to pay 
all the Payee's collection costs and expenses, including attorneys' fees.

  Waivers. The Company hereby waives presentment, demand, protest and notice of 
any kind in connection with payments due hereunder.

                                          ZAPATA CORPORATION


                                          By  [Signature appears here]
                                             -----------------------------------
                                                  Authorized Officer

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