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                                                                    EXHIBIT 10.2

                                ESCROW AGREEMENT

      This ESCROW AGREEMENT (the "Agreement") dated as of September 26, 2005
among WLR RECOVERY FUND II, L.P., a Delaware limited partnership ("Fund II"),
WLR RECOVERY FUND III, L.P., a Delaware limited partnership (together with Fund
II, the "Purchaser"), with an address of 600 Lexington Avenue, 19th floor, New
York, New York 10022, ZAPATA CORPORATION, a Nevada corporation (the "Selling
Stockholder"), with an address of 100 Meridian Centre, Suite 350, Rochester, New
York 14618 and Citibank N.A., a national banking association chartered under the
laws of the United States of America, as escrow agent (the "Escrow Agent").
Capitalized terms used but not defined herein have the meanings assigned to them
in the Purchase Agreement;

      WHEREAS, Purchaser and the Selling Stockholder have entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated as of September 23, 2005,
as amended, pursuant to which the Purchaser has agreed to purchase from the
Selling Stockholder and the Selling Stockholder has agreed to sell to the
Purchaser 4,162,394 shares (the "Purchased Shares") of common stock, par value
$.01 per share of Safety Components International, Inc. ("Safety Components") on
the terms and conditions therein; and

      WHEREAS, in accordance with the provisions of Section 1(d) of the Purchase
Agreement, (a) Purchaser has agreed to deliver to the Escrow Agent the Purchase
Price payable under the Purchase Agreement, and (b) the Selling Stockholder has
agreed to deliver to the Escrow Agent the certificates representing the
Purchased Shares and a stock power duly endorsed in blank, in each case to be
held by the Escrow Agent in accordance with the terms and provisions of this
Agreement;

      NOW THEREFORE, the parties hereto agree as follows:

15.   ESCROW AGENT. The Purchaser and the Selling Stockholder hereby appoint and
      designate Citibank N.A., as escrow agent ("Escrow Agent") for the purposes
      set forth in this Agreement. (All references to the Escrow Agent, as that
      term is used in this Agreement, shall refer to the Escrow Agent solely in
      its capacity as an escrow agent under the terms of this Agreement, and not
      to it in any other capacity whatsoever whether as individual, agent,
      attorney, fiduciary, trustee or otherwise.) The Escrow Agent hereby
      accepts such appointment, and agrees to hold, invest, disburse and release
      all assets and property deposited with it hereunder (the "Escrowed
      Property") in accordance with the terms hereof.

16.   DEPOSITS.

      (a)   Purchase Price. Within one business day following the execution of
            this Agreement (or such later date as the parties may agree in
            writing), the Purchaser shall deliver to the Escrow Agent by wire
            transfer of immediately available funds an amount of U.S.$51,197,446
            to an escrow account designated by the Escrow Agent (the "Escrowed
            Purchase Price").

      (b)   Shares and Distributions. Within one business day following the
            execution of this Agreement, the Selling Stockholder shall deliver
            to the Escrow Agent that certain share certificate of Safety
            Components number SCI0177 registered in the name of Selling
            Stockholder dated November 18, 2003 (the "Certificate") which
            represents the Purchased Shares, together with the relating stock
            powers duly endorsed in blank (the "Escrowed Shares"). If delivery
            of the Escrowed Shares shall be made other than by hand, Selling
            Stockholder shall ensure that the Certificate and the relating stock
            powers are delivered to Escrow Agent under separate cover. If during
            the term of this Escrow Agreement, a dividend or other distribution
            shall be made or issued upon or on account of

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            any of the Escrowed Shares (excluding any payment made under a Tax
            Sharing and Indemnity Agreement between Safety Components and the
            Selling Stockholder, an "Escrowed Distribution"), Selling
            Stockholder shall, promptly upon receipt thereof and in any event
            with 3 business days deliver and surrender such Escrowed
            Distribution to the Escrow Agent to be retained by the Escrow Agent
            with the Escrowed Shares and eventually distributed therewith in
            accordance with the terms hereof. As long as the Escrowed Shares are
            held in escrow in accordance with this Agreement, the Selling
            Stockholder shall have the right to vote all Escrowed Shares and
            other rights as a stockholder with respect thereto.

      (c)   Deposit of the Escrowed Purchase Price and the Escrowed Shares. The
            Escrow Agent shall have no duty or responsibility to solicit deposit
            of the Escrowed Purchase Price or the Escrowed Shares to the escrow
            account as required by this Agreement.

      (d)   Investment of Purchase Price. The Escrow Agent shall invest and
            reinvest all funds received under this Agreement as directed in a
            written instruction (an "Investment Direction Letter") from the
            Purchaser in one of the following:

            (i)   the Citibank Institutional Market Deposit Account ("MDA"), an
                  FDIC insured money market deposit account of Citibank, N.A.,

            (ii)  United States Treasury Bills with a maturity of 30 days, or

            (iii) as otherwise directed jointly in writing by the Purchaser and
                  the Selling Stockholder provided such investment can be
                  accommodated by the Escrow Agent.

                  In the absence of an Investment Direction Letter, the Escrow
                  Agent shall invest and reinvest all funds in (i) above. In
                  addition, any residual cash which cannot be invested in (ii)
                  or (iii) above and any cash awaiting investment in (ii) or
                  (iii) above shall be invested in (i) above. All interest or
                  other income received in respect of the Escrowed Purchase
                  Price or the Escrowed Distributions shall be added thereto and
                  reinvested by Escrow Agent in accordance herewith until the
                  Escrowed Property is distributed in accordance with Section 4
                  hereof.

17.   DISTRIBUTION OF INTEREST AND OTHER INCOME, ALLOCATION OF TAXES.

      (a)   At the time of the distribution in accordance with the terms of this
            Agreement, the Escrow Agent shall pay (i) to the party receiving
            Escrowed Purchase Price, in accordance with Section 4 hereof, all
            interest or other income received in respect thereof since the date
            of its deposit with the Escrow Agent, and (ii) to the party
            receiving Escrowed Distributions, in accordance with Section 4
            hereof, all interest or other income received in respect thereof
            since the date of its deposit with the Escrow Agent.

      (b)   All income accrued with respect to any interest or other income
            accrued in respect of the Escrowed Purchase Price shall be allocated
            by the Escrow Agent to the party receiving such Escrowed Purchase
            Price, in accordance with Section 4 hereof.

      (c)   All income accrued with respect to any interest or other income
            accrued in respect of the Escrowed Distributions shall be allocated
            by the Escrow Agent to the party receiving such Escrowed
            Distributions, in accordance with Section 4 hereof.

      (d)   In the event there shall exist, at the end of any calendar year, any
            undistributed income accrued in respect of any Escrowed Property,
            Purchaser and Selling Stockholder

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            shall provide the Escrow Agent with joint instructions as to how
            such income should be attributed for 1099 reporting purposes.

18.   DISTRIBUTION OF ESCROW.

      (a)   General. The Escrow Agent shall hold the Escrowed Property and shall
            not deliver any amounts thereof to any party other than (i) in
            accordance with Sections 4(b) and 4(c), (ii) pursuant to an Award
            (as defined below), or (iii) by depositing the Escrowed Property
            with a court of competent jurisdiction as provided in Section 5(h)
            below or successor escrow agent in accordance with Section 8 below.
            Immediately following the disbursement of the Escrowed Property in
            accordance with the terms and conditions of this Escrow Agreement,
            the Escrow Agent shall be released from all of its obligations
            hereunder.

      (b)   Closing Conditions Satisfied. If the Purchaser or the Selling
            Stockholder delivers to the Escrow Agent a written notice (the
            "Closing Notice," a copy of which shall be simultaneously given to
            the other party) certifying that the closing conditions under
            Sections 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(b)(ii), 6(b)(iii),
            6(b)(iv) and 6(b)(v) of the Purchase Agreement have been satisfied,
            the Escrow Agent shall, unless it receives a written notice from the
            other party objecting thereto or otherwise stating that a closing
            condition has not been satisfied ("Closing Objection Notice") within
            three (3) business days after receiving the Closing Notice, deliver
            on the fourth business day following the Escrow Agent's receipt of
            such Closing Notice (i) the Escrowed Purchase Price together with
            all interest and other earnings thereon to the Selling Stockholder
            by wire transfer of immediately funds in accordance with written
            wire transfer instructions provided by the Selling Stockholder, and
            (ii) the certificates representing the Purchased Shares, the stock
            powers duly endorsed in blank and the Distributions together with
            interest and earnings thereon to the Purchaser at the address set
            forth in Section 9(b).

      (c)   Termination of Purchase Agreement. If the Escrow Agent receives a
            written notice ("Termination Notice) from either the Purchaser or
            the Selling Stockholder (a copy of which shall be simultaneously
            given to the other party) that it has terminated the Purchase
            Agreement pursuant to and in accordance with Section 7 thereof, and
            does not within ten (10) calendar days thereafter receive a written
            notice from the other party objecting to the release of the Escrowed
            Property ("Termination Objection Notice," a copy of which shall be
            simultaneously given to the other party), the Escrow Agent shall
            deliver on the eleventh calendar day following the Escrow Agent's
            receipt of such Termination Notice, the Escrowed Purchased Price
            together with the interest and other earnings thereon to the
            Purchaser by wire transfer of immediately available funds in
            accordance with written wire transfer instructions provided by the
            Purchaser and the Escrowed Shares to the Selling Stockholder at the
            address set forth in Section 9(b). If within 10 days following its
            receipt of a Termination Notice, the Escrow Agent receives a
            Termination Objection Notice, the Escrow Agent shall continue to
            hold the Escrowed Property until Escrow Agent receives a Settlement
            Memorandum or an Award is granted, in each case in accordance with
            Section 4(e).

      (d)   Reliance by Escrow Agent. Subject to Escrow Agent's normal
            procedures, including the confirmation procedures contained in
            Section 9(a), Escrow Agent shall be entitled to rely conclusively
            on: (i) any Closing Notice or Termination Notice received by it in
            accordance with Section 4(d), after having given effect to the 3
            business day and 10 day notice periods described therein; and (ii)
            any Closing Objection Notice or Termination Objection Notice
            received by it.

      (e)   Resolution of Dispute.

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            (i)   In case there is delivered to the Escrow Agent either a
                  Closing Objection Notice or a Termination Objection Notice,
                  the Purchaser and the Selling Stockholder shall endeavor to
                  agree upon the rights of the respective parties with respect
                  to the Escrowed Property. If the parties should so agree, a
                  memorandum (a "Settlement Memorandum") setting forth such
                  agreement and containing instructions to the Escrow Agent
                  shall be prepared, signed by both parties and furnished to the
                  Escrow Agent. The Escrow Agent shall be entitled to rely
                  conclusively on any such Settlement Memorandum. In addition,
                  notwithstanding any of the provisions herein to the contrary,
                  the Escrow Agent shall disburse the Escrowed Property from
                  time to time as the Purchaser and the Selling Stockholder
                  shall jointly notify the Escrow Agent in writing, promptly
                  after receipt by the Escrow Agent of a joint written notice
                  from the Purchaser and the Selling Stockholder.

            (ii)  If a dispute over the Escrow Agent's duties with respect to
                  the disposition of the Escrowed Property has not been finally
                  resolved in accordance with procedure of Section 4(e)(i), any
                  such dispute shall be settled by filing a demand for
                  arbitration with the American Arbitration Association ("AAA").
                  Such dispute shall then be settled by one (1) arbitrator
                  having reasonable experience in corporate finance transactions
                  of the type provided for in this Agreement to be chosen by the
                  AAA. The arbitration will be conducted on an expedited basis
                  in accordance with the Commercial Rules of the AAA in effect
                  on the date a demand for arbitration is filed with the AAA.
                  The Arbitrator shall, within 10 business days of his
                  designation, deliver a report to the Selling Stockholder, the
                  Purchaser and the Escrow Agent containing the Arbitrator's
                  conclusions regarding the final disbursement of the Escrowed
                  Property (the "Award"), which Award shall contain detailed
                  instructions to Escrow Agent as to the disbursement of such
                  Escrowed Property. The Award shall be final, conclusive and
                  binding on the parties. Judgement on the Award rendered by the
                  arbitrator may be entered in any court having jurisdiction
                  thereof. The place of arbitration shall be in either
                  Rochester, New York or New York, New York. The prevailing
                  party shall be entitled to an award of reasonable attorney
                  fees.

19.   RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF ESCROW AGENT.

      (a)   The Escrow Agent shall neither be responsible for or under, nor
            chargeable with knowledge of, the terms and conditions of any other
            agreement, instrument or document executed between/among the parties
            hereto. This Agreement sets forth all of the obligations of the
            Escrow Agent, and no additional obligations shall be implied from
            the terms of this Agreement or any other agreement, instrument or
            document.

      (b)   The Escrow Agent may act in reliance upon any instructions, notice,
            certification, demand, consent, authorization, receipt, power of
            attorney or other writing delivered to it by any other party without
            being required to determine the authenticity or validity thereof or
            the correctness of any fact stated therein, the propriety or
            validity of the service thereof, or the jurisdiction of the court
            issuing any judgement or order. The Escrow Agent may act in reliance
            upon any signature believed by it to be genuine, and may assume that
            such person has been properly authorized to do so.

      (c)   Each of the parties, jointly and severally, agrees to reimburse the
            Escrow Agent on demand for, and to indemnify and hold the Escrow
            Agent harmless against and with respect to, any and all loss,
            liability, damage or expense (including, but without limitation,
            attorneys' fees, costs and disbursements) that the Escrow Agent may
            suffer or incur in connection with this Agreement and its
            performance hereunder or in connection herewith, except to the
            extent such loss, liability, damage or expense arises from its

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            willful misconduct or gross negligence as adjudicated by a court of
            competent jurisdiction. The Escrow Agent shall have the further
            right at any time and from time to time to charge, and reimburse
            itself from, the Escrowed Property hereunder.

      (d)   The Escrow Agent may consult with legal counsel of its selection in
            the event of any dispute or question as to the meaning or
            construction of any of the provisions hereof or its duties
            hereunder, and it shall incur no liability and shall be fully
            protected in acting in accordance with the opinion and instructions
            of such counsel. Each of the parties, jointly and severally, agrees
            to reimburse the Escrow Agent on demand for such legal fees,
            disbursements and expenses and in addition, the Escrow Agent shall
            have the right to reimburse itself for such fees, disbursements and
            expenses from the Escrowed Property hereunder.

      (e)   The Escrow Agent shall be under no duty to give the Escrowed
            Property by it hereunder any greater degree of care than it gives
            its own similar property.

      (f)   The Escrow Agent shall invest the property held in escrow in such a
            manner as directed herein, which may include deposits in Escrow
            Agent and mutual funds advised, serviced or made available by Escrow
            Agent or its affiliates even though Escrow Agent or its affiliates
            may receive a benefit or profit therefrom. The parties to this
            agreement acknowledge that non-deposit investment products are not
            obligations of, or guaranteed, by Escrow Agent nor any of its
            affiliates; are not FDIC insured; and are subject to investment
            risks, including the possible loss of principal amount invested.
            Only deposits in the United States are subject to FDIC insurance.

      (g)   The Escrow Agent shall have no obligation to invest or reinvest the
            Escrowed Property if all or a portion of such property is deposited
            with the Escrow Agent after 11:00 AM Eastern Time on the day of
            deposit. Instructions to invest or reinvest that are received after
            11:00 AM Eastern Time will be treated as if received on the
            following business day in New York. The Escrow Agent shall have the
            power to sell or liquidate the foregoing investments whenever the
            Escrow Agent shall be required to distribute amounts from the escrow
            property pursuant to the terms of this Agreement. Requests or
            instructions received after 11:00 AM Eastern Time by the Escrow
            Agent to liquidate all or any portion of the escrowed property will
            be treated as if received on the following business day in New York.
            The Escrow Agent shall have no responsibility for any investment
            losses resulting from the investment, reinvestment or liquidation of
            the escrowed property, as applicable, provided that the Escrow Agent
            has made such investment, reinvestment or liquidation of the
            escrowed property in accordance with the terms, and subject to the
            conditions of this Agreement.

      (h)   In the event of any disagreement between/among any of the parties to
            this agreement, or between/among them or either or any of them and
            any other person, resulting in adverse claims or demands being made
            in connection with the subject matter of the Escrowed Property, or
            in the event that the Escrow Agent, in good faith, be in doubt as to
            what action it should take hereunder, the Escrow Agent may, at its
            option, refuse to comply with any claims or demands on it, or refuse
            to take any other action hereunder, so long as such disagreement
            continues or such doubt exists, and in any such event, the Escrow
            Agent shall not become liable in any way or to any person for its
            failure or refusal to act, and the Escrow Agent shall be entitled to
            continue so to refrain from acting until (i) the rights of all
            parties shall have been fully and finally adjudicated by a court of
            competent jurisdiction, or (ii) all differences shall have been
            adjusted and all doubt resolved by agreement among all of the
            interested persons, and the Escrow Agent shall have been notified
            thereof in writing signed by all such persons. The Escrow Agent
            shall have the option, after 30 calendar days' notice to the other
            parties of its intention to do so, to file an action in interpleader
            requiring the parties to answer and litigate any

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            claims and rights among themselves. The rights of the Escrow Agent
            under this paragraph are cumulative of all other rights which it may
            have by law or otherwise.

20.   TAX REPORTING. The Escrow Agent shall make payments of income earned on
      the Escrowed Property as provided herein. Each such payee shall provide to
      the Escrow Agent an appropriate W-9 form for tax identification number
      certification or a W-8 form for non-resident alien certification. The
      Escrow Agent shall be responsible only for income reporting to the
      Internal Revenue Service with respect to income earned on the escrowed
      property.

21.   FEES, EXPENSES AND CHARGES. The Purchaser and the Selling Stockholder
      shall be jointly and severally liable for the fees, expenses and charges
      of the Escrow Agent in accordance Schedule A attached hereto, including
      reasonable fees, expenses and charges of counsel engaged by it in
      connection with the execution of this Agreement and its services under
      this Agreement, which fees, expenses and charges shall be payable on
      demand. The Purchaser and the Selling Stockholder agree between themselves
      to bear equally all those fees, expenses and charges.

22.   RESIGNATION OF ESCROW AGENT, SUCCESSOR. The Escrow Agent may, in its sole
      discretion, resign and terminate its position hereunder at any time
      following 30 calendar days' written notice to the parties to the Escrow
      Agreement herein. Any such resignation shall terminate all obligations and
      duties of the Escrow Agent hereunder. On the effective date of such
      resignation, the Escrow Agent shall deliver this Escrow Agreement together
      with any and all related instruments or documents to any successor Escrow
      Agent agreeable to the parties, subject to this Escrow Agreement herein.
      If a successor Escrow Agent has not been appointed prior to the expiration
      of 30 calendar days following the date of the notice of such resignation,
      the then acting Escrow Agent may petition any court of competent
      jurisdiction for the appointment of a successor Escrow Agent, or other
      appropriate relief. Any such resulting appointment shall be binding upon
      all of the parties to this Agreement.

23.   MISCELLANEOUS.

      (a)   Escrow Agent's Right to Confirm Instructions. In the event funds
            transfer instructions are given (other than in writing at the time
            of execution of this Agreement), whether in writing, by telecopier
            or otherwise, the Escrow Agent is authorized to seek confirmation of
            such instructions by telephone call back to the person or persons
            designated in incumbency certificates for each party delivered by
            the parties concurrently herewith, and the Escrow Agent may rely
            upon the confirmations of anyone purporting to be the person or
            persons so designated. To assure accuracy of the instructions it
            receives, the Escrow Agent may record such call backs. If the Escrow
            Agent is unable to verify the instructions, or is not satisfied with
            the verification it receives, it will not execute the instruction
            until all issues have been resolved. The persons and telephone
            numbers for call backs may be changed only in writing actually
            received and acknowledged by the Escrow Agent. The parties agree to
            notify the Escrow Agent of any errors, delays or other problems
            within 30 calendar days after receiving notification that a
            transaction has been executed. If it is determined that the
            transaction was delayed or erroneously executed as a result of the
            Escrow Agent's error, the Escrow Agent's sole obligation is to pay
            or refund such amounts as may be required by applicable law. In no
            event shall the Escrow Agent be responsible for any incidental or
            consequential damages or expenses in connection with the
            instruction. Any claim for interest payable will be at the Escrow
            Agent's published savings account rate in effect in New York, New
            York.

      (b)   Notices. All notices, requests, claims, demands and other
            communications hereunder shall be communicated in writing, mailed by
            first class mail, delivered by hand at the address (or such other
            address for a party as such party may specify by written notice
            given pursuant hereto) set forth below:

<PAGE>

      ESCROW AGENT:     Citibank, N.A.
                        The Citigroup Private Bank
                        120 Broadway, 2nd Floor
                        New York, NY 10271
                        Phone:   212.804.5468
                        Facsimile: 212.804.5401
                        Attention: John P. Howard, Vice President

      PURCHASER:        WLR Recovery Fund II, L.P.
                        WLR Recovery Fund III, L.P.
                        c/o WL Ross & Co. LLC
                        600 Lexington Avenue
                        19th floor
                        New York, New York 10022
                        Facsimile:  (212) 317-4891
                        Attention:  Mr. Wilbur L. Ross, Chairman

                        With copies (which shall not constitute notice) to:

                        Jones Day
                        222 East 41st Street
                        New York, NY 10017
                        Facsimile:  (212) 755-7306
                        Attention:  Robert A. Profusek, Esq.

      THE SELLING       Zapata Corporation
      STOCKHOLDER :     100 Meridian Centre
                        Suite 350
                        Rochester, New York 14618
                        Facsimile:  (585) 242-8677
                        Attention:  Leonard DiSalvo, VP- Finance and Chief
                        Financial Officer

                        With a copy (which shall not constitute notice) to:

                        Woods Oviatt Gilman LLP
                        700 Crossroads Building
                        2 State Street
                        Rochester, New York 14614
                        Telephone: 585.987.2800
                        Facsimile: 585.987.2901
                        Attention: Gordon E. Forth, Esq.

The Escrow Agent shall provide monthly account statements and transaction
advices to all parties identified in this Section 9(b) unless instructed
otherwise in writing by the party in question.

Notwithstanding any of the foregoing, any computation of a time period which is
to begin after receipt of a notice by the Escrow Agent shall run from the date
of receipt by it.

      (c)   No Waivers; Remedies. No failure or delay by the any party in
            exercising any right, power or privilege under this Agreement shall
            operate as a waiver of the right, power or privilege. A single or
            partial exercise of any right, power or privilege shall not preclude
            any other or further exercise of the right, power or privilege or
            the exercise of

<PAGE>

            any other right, power or privilege. The rights and remedies
            provided in this Agreement shall be cumulative and not exclusive of
            any rights or remedies provided by law.

      (d)   Amendments, Etc. No amendment, modification, termination, or waiver
            of any provision of this Agreement and no consent to any departure
            by a party from any provision of this Agreement, shall be effective
            unless it shall be in writing and signed and delivered by the other
            parties, and then it shall be effective only in the specific
            instance and for the specific purpose for which it is given.

      (e)   Successors and Assigns; No Third Party Beneficiaries, Etc. All
            provisions hereof shall inure to the benefit of and be binding upon,
            the parties hereto and their successors and assigns. No other
            parties shall have any rights under or be entitled to enforce this
            Agreement.

      (f)   Governing Law. This Agreement shall be governed by and construed in
            accordance with the internal laws of the State of New York without
            reference to conflicts of law principles. Any litigation between the
            parties involving this Agreement shall be adjudicated in a court
            located in either Monroe County or New York County, New York. The
            parties hereby irrevocably consent to the jurisdiction and venue of
            such courts, including with respect to any interpleader proceeding
            or proceeding for the appointment of a successor escrow agent the
            Escrow Agent may commence pursuant to this Agreement.

      (g)   Counterparts and Facsimile Signatures. This Agreement may be signed
            in any number of counterparts, each of which shall be an original,
            with the same effect as if all signatures were on the same
            instrument. This Agreement may be executed by facsimile signature
            transmitted to any other party by electronic transmission. The
            parties shall be bound by a facsimile signature once transmitted to
            another party. The latter transmission of an originally executed
            copy of any such document shall not invalidate any signature
            previously given by electronic transmission.

      (h)   Severability of Provisions. Any provision of this Agreement that is
            prohibited or unenforceable in any jurisdiction shall, as to that
            jurisdiction, be ineffective to the extent of the prohibition or
            unenforceability without invalidating the remaining provisions of
            this Agreement or affecting the validity or enforceability of the
            provision in any other jurisdiction.

      (i)   Entire Agreement. This Agreement contains the entire agreement
            between the Purchaser, the Selling Stockholder and the Escrow Agent
            as to the subject matter hereof. There are no other agreements,
            arrangements or undertakings, oral or written, between the parties
            hereto relating to the subject matter hereof or to the Purchase
            Agreement.

      (j)   Force Majeure. The Escrow Agent shall not incur any liability for
            not performing any act or fulfilling any obligation hereunder by
            reason of any occurrence beyond its control (including, but not
            limited to, any provision of any present or future law or regulation
            or any act of any governmental authority, any act of God or war or
            terrorism, or the unavailability of the Federal Reserve Bank wire
            services or any electronic communication facility).

      (k)   Use of Name. No printed or other material in any language, including
            prospectuses, notices, reports, and promotional material which
            mentions "Citibank" by name or the rights, powers, or duties of the
            Escrow Agent under this Agreement shall be issued by any other
            parties hereto, or on such party's behalf, without the prior written
            consent of the Escrow Agent, except as may be required of Selling
            Stockholder under the

<PAGE>

            federal securities laws to report the transactions contemplated by
            the Purchase Agreement.

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

                             WLR RECOVERY FUND II, L.P.

                             By:    WLR Recovery Associates, II
                                    LLC, as its General Partner

                             By: /s/ David H. Storper
                                 David H. Storper
                                 Principal Member

                             WLR RECOVERY FUND III, L.P.

                             By:    WLR Recovery Associates, III
                                    LLC, as its General Partner

                              By: /s/ David H. Storper
                                  David H. Storper
                                  Principal Member

                             ZAPATA CORPORATION

                             By: /s/ Leonard DiSalvo
                             Name: Leonard DiSalvo
                             Title: VP-Finance and Chief Financial Officer

                             CITIBANK N.A.

                             By: /s/ Kerry M. McDonough
                             Name: Kerry M. McDonough
                             Title: Vice President