<PAGE>
CONTINUITY OF INTEREST AGREEMENT
The undersigned shareholder(s) ("Controlling Shareholders") of Industries,
Inc., a corporation ("EI"), hereby enter into this Agreement for the purposes
hereinafter set forth.
Witnesseth:
WHEREAS, Zapata Corporation, a Delaware corporation ("Parent"), Zapata
Energy Industries, Inc., a Delaware corporation ("Sub"), Controlling
Shareholders and EI, among others, have entered into a Merger, Purchase and Sale
Agreement dated as of August 5, 1993, as amended November 4, 1993 (as so amended
the "Merger, Purchase and Sale Agreement");
WHEREAS, pursuant to the Merger, Purchase and Sale Agreement and in
accordance with the applicable provisions of the statutes of the States of Texas
and Delaware, EI will merge (the "Merger") with and into Sub and, pursuant to
the Merger, (a) all shares of common stock of EI ("EI Common Stock") owned by EI
or held in the treasury of EI, shall be canceled and shall cease to exist from
and after the Effective Time (as the term "Effective Time" is defined in Section
2.6(c) of the Merger, Purchase and Sale Agreement); and (b) each remaining
issued and outstanding share of EI Common Stock shall be converted into, and
become exchangeable for the number of shares of validly issued, fully paid and
nonassessable
common stock, without par value, of Parent ("Parent Common Stock")
equal to the ratio set forth in Section 2.6(f)(ii)(a) of the Merger, Purchase
and Sale Agreement, and for cash equal to the ratio set forth in Section
2.6(f)(ii)(b) of the Merger, Purchase and Sale Agreement;
WHEREAS, the Parent, Sub, the Controlling Shareholders and EI are willing
to consummate the Merger only if such transaction will qualify as a tax free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code");
NOW, THEREFORE, the controlling shareholders agree as follows:
1. Each of the Controlling Shareholders represents and warrants that he
has, and as of the Effective Time will have, no present plan, intention or
arrangement to sell, transfer or otherwise dispose of a number of shares of
Parent Common Stock to be received in the Merger that would reduce former EI
shareholders' ownership of Parent Common Stock to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the value of all
of the issued and outstanding capital stock of EI immediately prior to the
Effective Time. For purposes of this Agreement, shares of EI stock exchanged for
cash or other property, surrendered by dissenters, or exchanged for
<PAGE>
cash in lieu of fractional shares of Parent Common Stock will be treated as
outstanding EI stock on the date of the Merger. Moreover, shares of EI stock and
shares of Parent Common Stock held by EI shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to the Effective Time of the Merger
will be so considered for purposes of this Agreement.
2. The Controlling Shareholders represent that as of the date hereof each
owns shares of EI Common Stock in the amounts set forth on Exhibit "A" hereto.
3. Each of the Controlling Shareholders agree that prior to the Effective
Time of the Merger, he will not sell, transfer or otherwise dispose of any EI
Common Stock.
4. Subject to the terms of the Escrow Agreement, dated November 9, 1993,
between Parent, the Controlling Shareholders and Texas Commerce Bank--Houston,
each of the Controlling Shareholders agree that, for a period of one year after
the Effective Time of the Merger (the "Post-Merger Continuity Period") and
except for such a transaction by and among the Controlling Shareholders only, he
will not sell, transfer or otherwise dispose of an aggregate number of shares of
Parent Common Stock having a value, as of the date of the Merger, of more than
50 percent of the value of all of the issued and outstanding capital stock of EI
immediately prior to the Effective Time. For purposes of this Agreement, shares
of EI stock exchanged for cash or other property, surrendered by dissenters, or
exchanged for cash in lieu of fractional shares of Parent Common Stock will be
treated as outstanding EI stock on the date of the transaction. Moreover, shares
of EI stock and shares of Parent Common Stock held by EI shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the Effective
Time of the Merger will be considered for purposes of this Agreement. Nothing in
this Agreement shall prohibit either of the Controlling Shareholders from
pledging any or all of the Parent Common Stock received by him pursuant to the
Merger, Purchase and Sale Agreement as collateral to secure bona fide
indebtedness of such Controlling Shareholder to a financial institution,
provided that such institution agrees to be subject to restrictions on the sale,
transfer or disposal of any such stock which are similar to those set forth
herein, provided, however, that no such restrictions shall apply to the
institution's ability to seize and dispose of the collateral in the event of
default.
5. This Agreement shall be binding upon and shall be enforceable against
the successors of the Controlling Shareholders.
-2-
<PAGE>
6. This Agreement shall not be modified, amended, altered or supplemented
except by a written agreement executed by all of the parties hereto. In the
event of a termination of the Merger, Purchase and Sale Agreement pursuant to
the terms of Article VII thereof, or in the event that the Merger is otherwise
not consummated on or before December 1, 1993, this Agreement shall also
terminate.
7. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same document. This Agreement constitutes the entire
agreement among the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Continuity of
Interest Agreement to be duly executed this 18th day of November, 1993 to be
effective for all purposes as of November 9, 1993.
-----------------------------------
Peter M. Holt
-----------------------------------
Benjamin D. Holt, Jr.
PETER HOLT H-R TRUST
By: _______________________________
Peter M. Holt
Trustee
S STOCK GST TRUST FOR
PETER M. HOLT
By: _______________________________
Peter M. Holt
Trustee
By: _______________________________
Benjamin D. Holt, Jr.
Trustee
-3-
<PAGE>
HOLT CORPORATE STOCK LIFE
TRUST--1985
By: _______________________________
Peter M. Holt
Trustee
HOLT CORPORATE STOCK MARITAL
TRUST--1985
By: _______________________________
Peter M. Holt
Trustee
-4-
<PAGE>
Exhibit "A"
ALLOCATION OF ZAPATA SHARES
Energy Industries Shareholders
<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
<S> <C>
Peter Holt 4,809,844
Peter Holt H-R Trust 140,164
S Stock GST Trust for
Peter M. Holt 1,102,389
Benjamin D. Holt, Jr. 3,200,486
Holt Corporate Stock Life
Trust--1985 1,004,429
Holt Corporate Stock Marital
Trust--1985 1,037,910
S Stock GST Trust for
Benjamin D. Holt III 1,102,389
S Stock GST Trust for
Anne Holt 1,102,389
----------
13,500,000
</TABLE>
(3179)
