FORM OF INDEMNIFICATION AGREEMENT



 



Exhibit 10(q)


ZAPATA CORPORATION INDEMNIFICATION AGREEMENT



     This Indemnification Agreement (“Agreement”) is made effective as of
February 28, 2003 by and between ZAPATA CORPORATION, a Nevada corporation (the
“Company”), and Warren H. Gfeller (“Indemnitee”).


     WHEREAS, the Company desires to retain and attract the services of highly
qualified individuals, such as Indemnitee, to serve the Company and its related
entities;


     WHEREAS, the Company and Indemnitee recognize the substantial increase in
the risks presented by corporate litigation involving directors and officers;
and


     WHEREAS, in view of these considerations, the Company desires that
Indemnitee shall be indemnified by the Company as set forth herein.


     NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.


          1.   Certain Definitions.



               (a)    “Change In Control” shall mean, and shall be deemed to have occurred
if, on or after the date of this Agreement, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company acting in such capacity or a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company
or the Glazers, becomes the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
more than 20% of the total voting power represented by the Company’s then
outstanding Voting Securities, or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company’s stockholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series
of related transactions) all or substantially all of the Company’s assets.



               (b)    “Claim” shall mean any threatened, pending or completed action, suit,
proceeding or alternative dispute resolution mechanism, or any hearing, inquiry
or investigation that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other.



               (c)       References to the “Company” shall include, in addition to Zapata
Corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger to which Zapata Corporation
(or any of its wholly owned subsidiaries) has been or becomes a party which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer,
employee, agent or fiduciary of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, Indemnitee shall
stand in the same position under the provisions of this Agreement with respect
to the resulting or


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surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


               (d)    “Expenses” shall mean any and all expenses (including attorneys’ fees
and all other costs, expenses and obligations incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, to be a witness in or to participate in, any
action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in
settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of any Claim regarding any
Indemnifiable Event and any federal, state, local or foreign taxes imposed on
the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement.



               (e)    “Expense Advance” shall mean an advance payment of Expenses to
Indemnitee pursuant to Section 3(a).



               (f)    “Glazers” shall mean Malcolm Glazer, the Malcolm I. Glazer Family
Limited Partnership, the Malcolm I. Glazer General Partnership, Inc., any
relative of Malcolm Glazer, including, but not limited to, his wife and his
offspring, the executor or legal representative of Malcolm Glazer upon his
death or disability, and any entity controlled by the foregoing persons or
entities, directly or indirectly.



               (g)    “Indemnifiable Event” shall mean any event or occurrence related to
the fact that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any subsidiary of the Company, or any predecessor
of the Company or subsidiary, or is or was serving at the request of the
Company or a predecessor of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity.



               (h)    “Independent Legal Counsel” shall mean an attorney or firm of
attorneys, selected in accordance with the provisions of Section 2(c) hereof,
who shall not have otherwise performed services for the Company or Indemnitee
within the last three years (other than with respect to matters concerning the
rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).



               (i)   References to “Other Enterprises” shall include employee benefit
plans; references to “fines” shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to “serving
at the request of the Company” shall include any service as a director,
officer, employee, agent or fiduciary of the Company which imposes duties on,
or involves services by, such director, officer, employee, agent or fiduciary
with respect to an employee benefit plan, its participants or its
beneficiaries.



               (j)    “Reviewing Party” shall mean (i) the Company’s Board of Directors by
majority vote of a quorum consisting of directors who were not parties to the
particular Claim for which Indemnitee is seeking indemnification, (ii) or, if
so ordered by the Company’s Board of Directors by majority vote of a quorum
consisting of directors who were not parties to the particular Claim for which
Indemnitee is seeking indemnification, Independent Legal Counsel in a written
opinion, or (iii) if a quorum consisting of directors who were not parties to
the particular Claim for which Indemnitee is seeking indemnification cannot be
found, then Independent Legal Counsel in a written opinion.



               (k)    “Voting Securities” shall mean any securities of the Company that vote
generally in the election of directors.



          2.    Indemnification.



               (a)    Indemnification of Expenses. The Company shall indemnify Indemnitee
to the fullest extent permitted by law if Indemnitee was or is or becomes a
party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant in, any Claim by reason of (or arising
in part out of) any Indemnifiable Event against Expenses, including all
interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses. Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30)
business days after written demand by Indemnitee therefor is

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presented to the Company (or, if demand is made pursuant to Section 3(a)
hereof, then no later than the date set forth in such section).


               (b)    Reviewing Party. Notwithstanding the foregoing, the obligations of
the Company under Section 2(a) shall be subject to the condition that (except
as provided in Section 2(e) or as ordered by a court or advanced pursuant to
Section 3(a) hereof), the Reviewing Party shall have determined that
indemnification is proper in the circumstances. If there has not been a Change
in Control, the Reviewing Party shall be determined by the Board of Directors
as set forth in Section 1(j) above, and if there has been such a Change in
Control (other than a Change in Control which has been approved by a majority
of the Company’s Board of Directors who were directors immediately prior to
such Change in Control), the Reviewing Party shall be the Independent Legal
Counsel. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee shall
have the right to commence litigation seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such proceeding.
Absent such litigation, any determination by the Reviewing Party shall be
conclusive and binding on the Company and Indemnitee.



               (c)    Independent Legal Counsel. With respect to all matters arising
concerning the rights of Indemnitee to payments of Expenses and Expense
Advances under this Agreement or any other agreement or under the Company’s
articles of incorporation or bylaws as now or hereafter in effect, Independent
Legal Counsel, if called for under this Agreement, shall be selected by
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. Notwithstanding any other
provision of this Agreement, the Company shall not be required to pay Expenses
of more than one Independent Legal Counsel in connection with all matters
concerning a single Indemnitee, and such Independent Legal Counsel shall be the
Independent Legal Counsel for any or all other Indemnitees unless (i) the
Company otherwise determines or (ii) any Indemnitee shall provide a written
statement setting forth in detail a reasonable objection to such Independent
Legal Counsel representing other Indemnitees.



               (d)    Change In Control. The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has been approved
by a majority of the Company’s Board of Directors who were directors
immediately prior to such Change in Control), then, if desired by Indemnitee,
Indemnitee shall have the right to choose Independent Legal Counsel as provided
for in Section 2(c) above.



               (e)    Mandatory Payment of Expenses. Notwithstanding any other provision of
this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise in defense of any Claim relating in
whole or in part to an Indemnifiable Event, or in defense of any issue or
matter therein, including, without limitation, the dismissal of an action
without prejudice, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith.



               (f)    Contribution. If the indemnification provided for in Section 2(a)
above for any reason is held by a court of competent jurisdiction to be
unavailable to Indemnitee in respect of any
Expenses, then the Company, in lieu of indemnifying Indemnitee thereunder,
shall contribute to the amount of Expenses paid or payable by Indemnitee (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and Indemnitee, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and Indemnitee in connection with the
action or inaction which resulted in such Expenses, as well as any other
relevant equitable considerations. The Company and Indemnitee agree that it
would not be just and equitable if contribution pursuant to this Section 2(f)
were determined by pro rata or per capita allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding sentence. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933, as amended) shall be entitled to contribution from any person who was not
found guilty of such fraudulent misrepresentation.

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          3.    Advancement of Expenses; Indemnification Procedure.



               (a)    Advancement of Expenses.



                       (i)   Subject to Section 3(a)(ii), the Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than
twenty (20) business days after written demand by Indemnitee therefor to the
Company.



                       (ii)   The obligation of the Company to make an Expense Advance shall be
conditioned upon receipt by the Company of an undertaking by or on behalf of
Indemnitee to repay the amount advanced if it is ultimately determined by a
court of competent jurisdiction (in a final judicial determination as to which
all rights of appeal have been exhausted or lapsed) that Indemnitee is not
entitled to be indemnified by the Company. Indemnitee’s obligation to reimburse
the Company for any Expense Advance shall be unsecured and no interest shall be
charged thereon.



               (b)    Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition
precedent to Indemnitee’s right to be indemnified under this Agreement, give
the Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address or facsimile number shown on the
signature page of this Agreement (or such other address or facsimile number as
the Company shall designate in writing to Indemnitee). In addition, Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within Indemnitee’s power.



               (c)    No Presumptions; Burden of Proof. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable
law. In addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee has not met any particular standard of conduct or
did not have any particular belief. In connection with any determination by the
Reviewing Party or otherwise as to whether the Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.



               (d)    Notice to Insurers. If, at the time of the receipt by the Company of
a notice of a Claim pursuant to Section 3(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt
notice of the commencement of such Claim to the insurers in
accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such Claim in accordance with the terms of such policies.



               (e)    Selection of Counsel. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall
be entitled to assume the defense of such Claim with counsel approved by
Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of
written notice of the Company’s election to do so. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Claim; provided that, (i) Indemnitee shall have the right
to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s
expense; (ii) Indemnitee shall have the right to employ its own counsel in
connection with any such proceeding, at the expense of the Company, if such
counsel serves in a review, observer, advice and counseling capacity and does
not otherwise materially control or participate in the defense of such
proceeding; and (iii) if (A) the employment of separate counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of

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any such defense, or (C) the Company shall not continue to retain such counsel
to defend such Claim, then the fees and expenses of Indemnitee’s separate
counsel shall be at the expense of the Company.


          4.   Additional Indemnification Rights; Nonexclusivity.



               (a)    Scope. The Company hereby agrees to indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by the other provisions of this Agreement, the
Company’s articles of incorporation or bylaws (as now or hereafter in effect),
or by statute. In the event of any change after the date of this Agreement in
any applicable law, statute or rule which expands the right of a Nevada
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the event of any change in any applicable law, statute or rule which
narrows the right of a Nevada corporation to indemnify a member of its board of
directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties’ rights
and obligations hereunder except as set forth in Section 9(a) hereof.



               (b)   Nonexclusivity. The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under the
Company’s articles of incorporation or its bylaws (as now or hereafter in
effect), any other agreement, any vote of stockholders or disinterested
directors, the Nevada Revised Statutes, Chapter 78, or otherwise. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even
though Indemnitee may have ceased to serve in such capacity.



          5.    No Duplication Of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, provision of the Company’s articles of
incorporation, bylaws (as now or hereafter in effect) or otherwise) of the
amounts otherwise indemnifiable hereunder.



          6.    Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.



          7.    Mutual Acknowledgment. Both the Company and Indemnitee acknowledge
that in certain instances, federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future
to
undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee.



          8.    Liability Insurance. To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or fiduciaries,
Indemnitee shall be covered by such policies in such a manner as to provide
Indemnitee the same rights and benefits as are provided to the most favorably
insured of the Company’s directors, if Indemnitee is a director; or of the
Company’s officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company’s key employees, agents or fiduciaries, if
Indemnitee is not an officer or director but is a key employee, agent or
fiduciary.



          9.    Exceptions. Notwithstanding any other provision of this Agreement, the
Company shall not be obligated pursuant to the terms of this Agreement:



               (a)    Excluded Action or Omissions. To indemnify Indemnitee for acts,
omissions or transactions from which Indemnitee may not be relieved of
liability under applicable law.



               (b)    Claims Initiated by Indemnitee. To indemnify or to make Expense
Advances to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under
this

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Agreement or any other agreement or insurance policy or under the Company’s
articles of incorporation or bylaws now or hereafter in effect relating to
Claims for Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or (iii) as
otherwise required under the Nevada Revised Statutes, Chapter 78, regardless of
whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be.


               (c)    Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred
by the Indemnitee with respect to any proceeding instituted by Indemnitee to
enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous.



               (d)    Claims Under Section 16(b). To indemnify Indemnitee for Expenses and
the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended, or any similar successor statute.



          10.    Period Of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such two-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.



          11.    Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one instrument.



          12.    Binding Effect; Successors And Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), spouses, heirs and
personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This
Agreement shall continue in effect regardless of whether Indemnitee continues
to serve as a director, officer, employee, agent or fiduciary (as applicable)
of the Company or of any other enterprise at the Company’s request.



          13.    Attorneys’ Fees. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless as a part of such action a
court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action were not made
in good faith or were frivolous. In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee’s counterclaims and cross-claims made in
such action), and shall be entitled to the advancement of Expenses with respect
to such action, unless as a part of such action a court having jurisdiction
over such action determines that each of Indemnitee’s material defenses to such
action were made in bad faith or were frivolous.



          14.   Notice. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and signed for by the party addressed, on the date of such
delivery, (ii) if sent by facsimile with written evidence of successful
transmission, on the date of such transmission, or (iii) if mailed by domestic
certified or registered mail with postage prepaid, on the third business day
after the date postmarked. Addresses for notice to either party are as shown on
the signature page of this Agreement, or as subsequently modified by written
notice.

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          15.    Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.



          16.    Choice Of Law. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Nevada as
applied to contracts between Nevada residents entered into and to be performed
entirely within the State of Nevada, without regard to conflict of laws
provisions which would otherwise require application of the substantive law of
another jurisdiction.



          17.    Amendment And Termination. No supplement, amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is
in writing signed by both the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to be or shall constitute a waiver
of any other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver.



          18.    Integration and Entire Agreement. This Agreement together with the
articles of incorporation and by-laws sets forth the entire understanding
between the parties hereto and, except for any indemnification agreement
entered into between Indemnitee and the Company (or its predecessor) prior to
the date hereof (the “Existing Indemnification Agreement”), supersedes and
merges all previous written and oral negotiations, commitments, understandings
and agreements relating to the subject matter hereof between the parties
hereto, except that to the extent any Existing Indemnification Agreement
provides Indemnitee with any greater rights than those provided for hereunder,
such rights shall continue to exist and be in full force and effect.



          19.    No Construction as Employment Agreement. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries or affiliated entities.



          20.    Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.



     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the date first above written.



	 	 	 	 
	 	
ZAPATA CORPORATION
	 	 	 
	 	
By: /s/ LEONARD DISALVO

	 	
Name: Leonard DiSalvo


	 	
Title:   Vice President – Finance and Chief Financial Officer

	 	
Address:
	
100 Meridian Centre, Suite 350


	 	 	
Rochester, New York 14618

Tel: 585-242-2000

Fax: 585-242-8677
	 	 	 
	 	
AGREED TO AND ACCEPTED
	 	 	 
	 	
INDEMNITEE: /s/ 
	
WARREN H. GFELLER

	 	



	 	 	
Warren H. Gfeller



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SCHEDULE TO EXHIBIT 10(q) – FORM OF




FEBRUARY 28, 2003 INDEMNIFICATION AGREEMENT



BY AND AMONG ZAPATA AND THE



DIRECTORS AND OFFICERS OF THE COMPANY


The Indemnification Agreement filed as Exhibit 10(q) is substantially identical
in all material respects to the indemnification agreements which have been
entered into by Zapata Corporation and the following directors and officers
effective as of February 28, 2003:


     Avram A. Glazer


     Bryan G. Blazer


     Darcie S. Glazer


     Edward S. Glazer


     Gordon Forth


     Robert V. Leffler, Jr.


     John R. Halldow


     Leonard DiSalvo



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