<PAGE>
 
Older Workers' Benefit Protection Act have been satisfied. Specifically, Jackson
acknowledges that:

    (i) this waiver and release is part of an agreement that is written in a
  manner calculated to be understood by Jackson and that he in fact understands
  the terms, conditions and effect of this Release;

    (ii) this Release refers to rights or claims arising under ADEA and the 
  Older Workers' Benefit Protection Act;

    (iii) Jackson waives rights or claims only in exchange for consideration in 
  addition to anything of value to which he is already entitled;

    (iv) Jackson was advised in writing to consult with an attorney prior to 
  executing the Release;

    (v) Jackson has been given a period of at least 21 days within which to
  consider the Release and after consulting with counsel waives the twenty-one
  (21) day period in order that he may receive certain portions of the monetary
  considerations in this Release upon execution of this Release;

    (vi) this Release provides for a period of at least 7 days following
  execution of the Release in which Jackson may revoke by returning the full
  amount of all payments made hereunder to Jackson and the Trust to Zapata; and

    (vii) Jackson fully understands all of the terms of this waiver agreement 
  and knowingly and voluntarily enters into this Release.

  To the extent such waiver of Claims under the ADEA and Older Workers' Benefit 
Protection Act is ineffective, the parties intend that the period between the 
date of this Agreement and the Payment Date shall constitute Jackson's 21 day 
period within which to consider, and the 7 day period within which to revoke, 
only that portion of the Release relating only to the release of Claims under 
the ADEA and the Older Workers' Benefit Protection Act. The acceptance by 
Jackson of the payment of $306,534.80 on the Payment Date pursuant to Section 
2(a) hereof after such 28 day period shall be conclusive evidence of compliance 
with the expiration of such 21-day and 7-day periods.

  5. Covenant Not to Sue. The parties agree not to sue or cause to be 
instituted any action, hearing, charge or complaint in any federal, state or 
local agency or court or arbitration or mediation proceeding against each other 
relating to the Claims and/or Damages released by this Release.

  6. Confidentiality. The parties agree to keep the terms of this Release 
confidential. The parties agree not to disclose any of the contents of this 
Release to any third party, unless compelled to do so by court order or by law. 
Notwithstanding the foregoing, the parties may

                                      -4-