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                           MUTUAL RELEASE AGREEMENT

    This Mutual Release Agreement dated as of December 1, 1995 ("Release") is 
entered into by and among Zapata Corporation, a Delaware corporation ("Zapata"),
Cimarron Gas Holding Company, a Delaware corporation and wholly owned subsidiary
of Zapata ("Cimarron"), Robert W. Jackson ("Jackson") and the Robert W. Jackson
Trust ("Trust").

    WHEREAS, in connection with the separation of Mr. Jackson's employment with 
Cimarron and Zapata, the parties desire to compromise, settle and resolve all 
rights and obligations which each party may have pursuant to all contracts, 
agreements or benefit plans between or among the parties, as well as all 
controversies among them in order to bring peace and avoid the cost and 
settlement of litigation;

    NOW, THEREFORE, in consideration of the premises and the promises, covenants
and representations contained herein, the parties agree a follows:

    1. Definitions. As used herein, the following terms shall have the following
meanings:

       "Claims" means any and all theories of recovery of whatsoever nature, 
    under any theory of strict liability, under any theory of contract, tort,
    negligence, gross negligence, recklessness, on account of personal injury or
    sickness, any theory or cause

 of action whether presently known or unknown,
    recognized by the law of any jurisdiction, and comprehensively includes, but
    is not limited to, actions, lawsuits, claims, causes of action, demands,
    liabilities, suits, and judgments, whether arising in tort, in contract, at
    law, in equity, at common law, under any federal, state, county or local
    statute or law, including but not limited to, Title VII of the Civil Rights
    Act of 1964, as amended, the Fair Labor Standards Act, the Equal Pay Act,
    overtime and minimum wage claims under the Fair Labor Standards Act, 29
    U.S.C. (s)(s)201, et seq., the Texas Commission of Human Rights Act, any
    violation of the Texas Labor Code, the Age Discrimination in Employment Act
    ("ADEA") 29 U.S.C. (s)(s)621 et seq., the Older Workers' Benefit Protection
    Act, the Employee Retirement Income Security Act, including but not limited
    to Section 510, 29 U.S.C. (s)1140; any federal or state civil rights law,
    including but not limited to violations of 42 U.S.C. (s)1981,
    intentional acts or omissions, actions for fraud, negligence, intentional
    infliction of emotional distress, libel, slander, defamation, breach of
    contract, quantum meruit, action in tort, promissory estoppel, reliance or
    negligent misrepresentation, and wrongful discharge.

        "Damages" means any and all elements of relief of recovery of whatsoever
nature, whether known or now unknown, recognized by the law of any jurisdiction 
and comprehensively includes, but is not limited to, money damages of every 
description, including economic loss, property loss; personal injury; mental or 
emotional distress; attorneys' fees; prejudgment or postjudgment interest;
costs; any injunctive or equitable relief, including specific performance; lost
income; penalty wages; employee benefits of any kind whatsoever, including but
not limited to benefits under an incentive plan,

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