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disclose the substance of this Release to their attorneys, partners, directors, 
officers and financial and tax advisors.

  7. Future Cooperation. Jackson and the Trust agree to cooperate fully with the
Zapata/Cimarron and their Affiliates, and Zapata and Cimarron agree to cooperate
fully with the Jackson/Trust and their Affiliates, and to take all additional 
actions which may be necessary to give full force and effect to this Release and
its intent.

  8. No Admission. This Release is not and shall never be construed as an 
omission of liability, fault, or wrongdoing by Zapata/Cimarron and their 
Affiliates or Jackson/Trust and their Affiliates, each of whom specifically 
denies any liability, fault, or wrongdoing, but instead reflects a settlement 
and accord in satisfaction of contractual obligations and contested and disputed
matters.

  9. Indemnification. Jackson and the Trust agree to indemnify and hold harmless
Zapata/Cimarron and their Affiliates from and against, and shall reimburse 
Zapata/Cimarron and their Affiliates for, each loss, damage, injury or claim 
(including attorney's fees), imposed on or incurred by Zapata/Cimarron and their
Affiliates which results from a breach of this Release by Jackson/Trust and 
their Affiliates. Zapata and Cimarron agree to indemnify and hold harmless 
Jackson/Trust and their Affiliates from and against, and shall reimburse 
Jackson/Trust and their Affiliates for, each loss, damage, injury or claim 
(including attorney's fees), imposed on or incurred by Jackson/Trust and their 
Affiliates which results from a breach of this Release by Zapata/Cimarron and 
their Affiliates.

  10. Warranty. Each of Jackson and the Trust represent and warrant to 
Zapata/Cimarron and their Affiliates, and each of Zapata and Cimarron 
represents and warrants to Jackson/Trust and their Affiliates, that there has 
been no assignment of any nature whatsoever to any party, in whole or in part, 
of any matter released hereby, and there are no liens, security interests or 
other encumbrances in or relating to any such matter.

  11. General. Each party acknowledges that it has been advised by legal 
counsel in connection with the execution of this Release, that this paragraph 
constitutes written notice of its right to be advised by legal counsel in 
connection with this Release, and that it understands its respective rights and 
obligations and that it freely, voluntarily and without coercion enters into 
this Release.

  All provisions of this Release are severable and if any provision or 
provisions hereof are found to be void as against public policy or for any other
reason, or unenforceable, such finding shall not affect the validity of any 
other provision hereof.

  This Release contains the entire agreement between the parties and it 
completely supercedes any prior written or oral agreements or representations 
concerning the subject matter hereof. Any oral representation or modification 
concerning this Release shall be of no force or effect. This Release can be 
modified only by a writing signed by the parties to this Release.

                                      -5-