<PAGE>
JOSEPH L. VON ROSENBERG III
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
[LOGO OF ZAPATA CORPORATION APPEARS HERE]
EXHIBIT 10(b)
April 20, 1995
VIA FACSIMILE (965-9497)
ZP Acquisition Corp.
c/o William H. Murphy & Co., Inc.
2200 Post Oak Boulevard
Suite 514
Houston, Texas 77056
Attention: President
Gentlemen:
Pursuant to Section 7.1(2) of the Stock Purchase Agreement dated as of February
14, 1995 between Zapata Corporation, a Delaware corporation ("Zapata"), and ZP
Acquisition Corp., a Texas corporation ("Buyer"), as amended by amendments
thereto dated as of March 14, 1995 and March 31, 1995 (as so amended, the "Stock
Purchase Agreement"), Zapata hereby terminates the Stock Purchase Agreement. In
connection with such termination, Zapata expressly reserves any and all rights
and claims Zapata may have against Buyer (whether pursuant to the Stock Purchase
Agreement [including, but not limited to, Zapata's rights pursuant to Section
7.2 thereof] or otherwise) and against Codepa, Ltd. Financing Facility, a
Massachusetts business trust, as guarantor of the performance of Buyer's
obligations, covenants and agreements before or at the closing contemplated by
the Stock Purchase Agreement.
Sincerely,
[Signature of Joseph
L. von Rosenberg III Appears Here]
Joseph L. von Rosenberg III
Vice President, General Counsel
and Corporation Secretary
JLvR/jb
<PAGE>
ZP Acquisition Corp.
April 20, 1995
Page 2
cc: VIA FACSIMILE (617-367-0002)
Mr. James S. Pomeroy II
President
Societe Bank House
VIA FACSIMILE (617-720-1020)
Mr. Robert Masud
Masud & Associates
VIA FACSIMILE (658-2553)
Mr. James J. Spring III
Chamberlain, Hrdlicka, White,
Williams & White
VIA HAND DELIVERY
Mr. R. C. Lassiter