<PAGE>
b. Releases by Zapata/Cimarron and Their Affiliates. Zapata and Cimarron,
for and on behalf of Zapata/Cimarron and their Affiliates, in order to avoid
litigation and its attendant costs and expenses and in consideration of the
covenants of Jackson and the Trust in Section 2(a) hereof and for other good
and valuable consideration, receipt of which is hereby acknowledged, received
from Jackson/Trust and their Affiliates, hereby release, acquit and forever
discharge Jackson/Trust and their Affiliates of and from all Claims and/or
Damages, which Zapata/Cimarron and their Affiliates ever had, now have or
hereafter can, shall or may have which have arisen or may arise out of actions
or circumstances which occurred prior to the date of this Release, against
Jackson/Trust and their Affiliates of any nature whatsoever, including without
limitation, any Claims or Damages which are in any way directly or indirectly,
on account of, relating to or arising out of, either prior to or after the
date of this Release: (i) the Terminated Agreements, (ii) the Stock Purchase
Agreement and the transactions contemplated thereby, including, without
limitation, any Claims or Damages arising from the damages incurred by Zapata
or Cimarron in connection with the El Paso bankruptcy (the "El Paso Damages"),
(iii) the Cimarron Incentive Appreciation Plan, (iv) Jackson's hiring and
initiation of employment with Cimarron and Zapata; (v) Jackson's employment
with Cimarron or Zapata; (vi) any acts (or omissions) or conduct connected
with Jackson's employment or acts (or omissions) occurring (or not occurring)
during his employment with Cimarron and Zapata; and (vii) Jackson's separation
of employment with Cimarron and Zapata.
c. Termination of Terminated Agreements. Each of the Terminated Agreements
is hereby terminated and of no further force and effect. No duties of either
party under the Terminated Agreements shall survive after the date of this
Release and the parties agree that they have performed all required
obligations thereunder. There are no other benefit agreements among the
parties that are not set forth on Schedule A. However, Jackson will continue
to have the rights of a terminated employee with respect to Cimarron's 401(k)
plan and Cimarron's health insurance plan as may be provided for in such
plans, and COBRA rights as may be provided for by law.
d. No Further Participation in the Cimarron Incentive Appreciation Plan.
Jackson/Trust and their Affiliates have no rights to participate in, and are
entitled to no payments under, the Cimarron Incentive Appreciation Plan.
Jackson confirms that he has previously received adequate written notice from
Zapata pursuant to a letter dated October 19, 1995 regarding Jackson's right
to pay to Zapata an "Additional Participant Investment" (as defined in Section
1.1(j) of the Cimarron Incentive Appreciation Agreement) and that Jackson has
irrevocably declined and forever waived his right to make such payment.
3. Resignation of all Positions by Jackson. In connection with the termination
of the Employment Agreement listed on Schedule A, Jackson hereby resigns all of
his director, officer or employee positions at Cimarron or Zapata or their
affiliates.
4. ADEA and Older Workers' Benefit Protection Act Waiver. Jackson represents
that the statutory requirements for a waiver of his rights and claims under ADEA
and under the
-3-
|