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<TYPE>EX-99
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<FILENAME>d1006744_ex99.txt
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                                                                       EXHIBIT C
                            SHARE PURCHASE AGREEMENT

     SHARE PURCHASE  AGREEMENT (the  "Agreement"),  dated as of June 17, 2009 by
and among The Malcolm I. Glazer Family  Limited  Partnership,  a Nevada  limited
partnership  (the "Family LP"),  Malcolm I. Glazer,  Avram A. Glazer,  and Linda
Glazer  (each  such  person  and the Family  LP, a  "Seller"  and  together  the
"Sellers"),   and  Harbinger  Capital  Partners  Master  Fund  I,  Ltd.,  Global
Opportunities  Breakaway Ltd. and Harbinger Capital Partners Special  Situations
Fund, L.P. (each, an "Investor" and together the "Investors").

                                    RECITALS:

         The Sellers own the number of shares of common  stock,  par value $0.01
per share ("Company Shares"),  of Zapata Corporation,  a Nevada corporation (the
"Company")  set forth on  Schedule  I,  which  shares  constitute  approximately
51.300% of the issued and outstanding Company Shares.

         The Sellers own the number of shares of common  stock,  par value $0.01
per share  ("Zap.com  Shares"),  of Zap.com  Corporation,  a Nevada  corporation
("Zap.com") set forth on Schedule I, which shares constitute  approximately 1.5%
of the issued and outstanding Zap.com Shares.

         The Investors desire to purchase,  and the Sellers desire to sell, upon
the terms and conditions set forth herein,  all of the Company Shares and all of
the Zap.Com Shares owned by the Sellers.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and intending to be legally bound, the parties hereto agree as
follows:

                                    ARTICLE 1
                           PURCHASE AND SALE OF SHARES

         Section 1.1 Purchase and Sale of Shares. Subject to the satisfaction of
the  conditions  set forth in Sections 5.1 and 5.2 (or the waiver thereof by the
party  entitled  to  waive  that  condition),  the  Sellers  shall  sell  to the
Investors, and the Investors shall purchase from the Sellers on the Closing Date
(as defined below), the Company Shares and the Zap.com Shares set forth opposite
each Seller's name on Schedule I (the "Closing").

         Section 1.2 Purchase  Price.  The purchase price for the Company Shares
shall be $7.50  per  Company  Share  and the  purchase  price for the all of the
Zap.com Shares shall be $2.00 in the aggregate (the  "Purchase  Price").  At the
Closing,  each  Investor  shall pay the portion of the Purchase  Price set forth
opposite  such  Investor's  name on Schedule II and  immediately  following  the
Closing shall be the owner and holder of record of the number of Company  Shares
and Zap.com Shares set forth opposite each Investor's name on Schedule II.

         Section  1.3 Form of  Payment.  At the  Closing,  in  exchange  for the
Company  Shares and Zap.com  Shares set forth on Schedule I, each Investor shall
pay the portion of the  Purchase  Price  opposite its name on Schedule II to the
Sellers in the amount set forth  opposite  each  Seller's  name on Schedule I by
wire  transfer  of  immediately  available  funds into the  account or  accounts
designated on Schedule I.

                                    ARTICLE 2
                                     CLOSING

         Section  2.1  Closing  Date.  The  date and  time of the  Closing  (the
"Closing  Date") shall be 10:00 a.m., New York City Time, at the offices of Kaye
Scholer LLP, 425 Park Avenue, New York, NY 10022 (or at such other time or place
as the parties may  designate in writing) on that date that is two business days
following the  satisfaction or waiver of each condition to the Closing set forth
in Sections 5.1 and 5.2 (other than those  conditions that may be satisfied only
by a delivery at or action to be taken at the Closing).

         Section 2.2 Items To Be Delivered by the Sellers.  At the Closing,  and
subject to the terms and conditions  contained herein, the Sellers shall deliver
(i) to the Investors  one or more share  certificates  representing  the Company
Shares and Zap.com Shares to be purchased and sold hereunder,  which are held in
certificated  form, in each case  accompanied  by a duly endorsed stock power in
blank or other  appropriate  instrument of transfer (duly endorsed and otherwise
in form  sufficient for transfer and reasonably  satisfactory  to each Investor)
and (ii) cause to be issued to the Investors confirmation of book entry transfer
of such Company Shares and Zap.com  Shares as are held for any Seller's  benefit
in a Depository  Trust Company account into such Depository Trust Company as may
be  designated  by the  Investors,  as well as deliver  each of the other  items
described in Section 5.1.

         Section 2.3 Items to be Delivered by the Investors. At the Closing, and
subject  to the terms and  conditions  contained  herein,  each  Investor  shall
deliver to the Sellers the Purchase  Price set forth  opposite  such  Investor's
name on Schedule II, and each of the other items described in Section 5.2.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Family LP hereby  represents  and warrants to the  Investors,  and each
Seller,  individually  as to  itself  and not  jointly,  hereby  represents  and
warrants to the  Investors,  each as of the date hereof and the Closing Date, as
follows:

         Section 3.1 Ownership of Company Shares and Zap.com Shares. Each Seller
is the sole record and beneficial  owner of, and has  marketable  valid title to
the Company  Shares and Zap.com  Shares set forth opposite such Seller's name on
Schedule  I and all such  Company  Shares and  Zap.com  Shares are held free and
clear of any and all claims, liens, security interests and other encumbrances of
any  nature  and free and clear of any claim by any  person to or  against  such
shares   (together,   "Encumbrances"),   other  than  the   Encumbrance  of  the
Shareholders' Agreement dated as of May 30, 1997 (as amended, the "Shareholders'
Agreement),  by Malcolm I. Glazer and Family LP in favor of the Company.  A true
and complete copy of the Shareholders'  Agreement has been made available to the
Investors. The Company Shares and Zap.com Shares constitute all of the shares of
capital  stock of the  Company and Zap.com  owned by any  Seller.  After  giving
effect to the transactions  contemplated  hereunder,  no Seller has any options,
warrants or other  rights to acquire any capital  stock of either the Company or
Zap.com.  Each Seller has,  and as of the Closing,  shall have,  the full right,
power and authority to sell, assign,  transfer and convey the Company Shares and
Zap.com  Shares to the  Investors as provided  herein.  As of the Closing,  each
Seller shall transfer all of its right, title and interest in and to the Company
Shares and Zap.com Shares to the Investors free and clear of any Encumbrance.

         Section 3.2 Authorization,  Validity and Enforceability. This Agreement
and  the  transactions  of  the  Sellers  contemplated  hereby  have  been  duly
authorized by each Seller.  This  Agreement has been duly executed and delivered
by each Seller and constitutes the valid and binding  obligation of each Seller,
enforceable  against  each  Seller in  accordance  with its terms  except to the
extent  that  its  enforceability  may  be  subject  to  applicable  bankruptcy,
insolvency,   reorganization,   moratorium   and  similar  laws   affecting  the
enforcement of creditors' rights generally and by general equitable  principles.
The  execution,  delivery and  performance of this Agreement by the Sellers will
not  violate  or result in a default  under  any  provision  of any  commitment,
agreement or instrument to which any Seller is a party or by which any Seller is
bound and will not contravene any law (including common law), rule or regulation
of any administrative  agency or governmental or regulatory body  ("Governmental
Authority"),  or  any  order,  writ,  injunction  or  decree  of  any  court  or
Governmental Authority applicable to any Seller.

         Section 3.3 Litigation; Approvals. There are no proceedings pending or,
to the  knowledge  of any  Seller,  threatened,  and  there is no  order,  writ,
judgment or decree  affecting any Seller which, if adversely  determined,  would
reasonably  be expected to have a material  adverse  effect on the  transactions
contemplated hereby. No approval by or filing with any Governmental Authority or
other person is required for any Seller to enter into or perform this Agreement,
except for such as have been  received or made and except for any filings  under
Schedule 13D or Section 16 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as Sellers may be required to make in connection with this
Agreement   and   the   transactions    contemplated   hereby.   The   foregoing
notwithstanding,  the Investors  acknowledge that the Sellers and Investors have
jointly determined that the transactions contemplated hereby do not require that
any party make filings under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and Sellers make no representation or warranty
with respect to the applicability of the HSR Act.

         Section 3.4  Capitalization.  Based solely on the Lists of Shareholders
from the Company's and Zap.com's  respective  transfer  agents,  dated as of the
date hereof,  a copies of which are annexed  hereto as Schedule 3.4, the Sellers
own  approximately  51.300%  of the issued and  outstanding  Company  Shares and
approximately 1.5% of the issued and outstanding Zap.com Shares. Since March 31,
2009, there has been no change to the Company's or its subsidiaries'  authorized
capital stock and no capital stock or rights  exchangeable or convertible  into,
or  rights to  acquire  any,  shares  of  capital  stock of the  Company  or its
subsidiaries have been issued.

         Section 3.5  Exchange  Act  Documents.  To the actual  knowledge of the
Sellers,  as of their  respective  dates,  none of the  Company's  and Zap.com's
Annual  Reports on Form 10-K for the fiscal year ended  December 31,  2008,  the
Company's and Zap.com's  Quarterly  Report on Form 10-Q for the quarterly period
ended March 31,  2009,  the  Company's  Proxy  Statement on Schedule 14A for the
Annual Meeting of  Stockholders  dated April 14, 2009 and Zap.com's  Information
Statement on Schedule 14C for the Annual Meeting of Stockholders dated April 14,
2009, and the Company's and Zap.com's Current Reports on Form 8-K, since January
1, 2009  (collectively,  the  "Exchange Act  Documents"),  at the time they were
filed with the SEC, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

          Section 3.6 No  Intermediary;  No Payments to Sellers.  (1) Other than
pursuant to the letter agreement, dated June 17, 2009 (the "Jefferies Engagement
Letter"),  among  Family LP, an  affiliate  of the  Investors  and  Jefferies  &
Company,  Inc.  or one of its  designated  affiliates,  there  is no  investment
banker, broker, finder or other intermediary who might be entitled to any fee or
commission upon consummation of the transactions  contemplated hereby based upon
arrangements  made by or on behalf of any Seller,  the  Company or Zap.com.  Any
such fee or commission (other than those required to be paid by the Investors in
accordance   with  the  Jefferies   Engagement   Letter),   shall  be  the  sole
responsibility of the Sellers and shall be paid in full by the Sellers.

          (b)  Other  than (i) the  Purchase  Price,  (ii)  compensation  in the
ordinary course  consistent with past practice for services rendered through the
effective date of said termination and/or resignation,  and (iii) other benefits
that have  accrued  to  Sellers  in the  ordinary  course  consistent  with past
practice under the Zapata Corporation Pension Plan and the 401(k) Plan and which
are  described  on Schedule  3.6(b),  no Seller,  no  immediate  family  member,
affiliate or associate (as each such term is defined in the Exchange Act) of any
Seller is entitled to any payment whether for severance, defined benefit, change
of control  payment or  otherwise,  arising from or relating to the purchase and
sale of the Company Shares and Zap.com Shares or the  resignation by such Seller
or other  person as a  director,  officer or other  capacity  of the  Company or
Zap.com.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF INVESTORS

         Each Investor,  individually  as to itself and not jointly,  represents
and warrants to Sellers as of the date hereof and the Closing Date as follows:

         Section  4.1  Validity  and  Enforceability.  This  Agreement  and  the
transactions of the Investors  contemplated  hereby have been duly authorized by
each  Investor.  This  Agreement  has been duly  executed and  delivered by each
Investor and  constitutes  the valid and binding  obligation  of each  Investor,
enforceable  in  accordance  with its terms,  and the  execution,  delivery  and
performance  of this  Agreement by such Investor will not violate or result in a
default under any provisions of any commitment, agreement or instrument to which
such  Investor  is a party or by which  such  Investor  is  bound,  and will not
contravene  any  law  (including   common  law),   rule  or  regulation  of  any
Governmental  Authority or any order, writ, injunction or decree of any court or
governmental Authority applicable to such Investor.

         Section 4.2 Litigation;  Approvals. There are no proceedings pending or
threatened,  and there is no order,  writ,  judgment  or decree  affecting  such
Investor,  which, if adversely determined,  would have a material adverse effect
on the  transactions  contemplated  hereby.  No  approval  by or filing with any
Governmental  Authority  or other party is required  for such  Investor to enter
into or perform this  Agreement,  except for such as have been  received or made
and except for any filing on Schedule  13D or Section 16 under the  Exchange Act
as the  Investors may be required to make in  connection  with the  transactions
contemplated hereby. The foregoing notwithstanding, the Sellers acknowledge that
the  Sellers  and  Investors  have  jointly  determined  that  the  transactions
contemplated  hereby do not require  that any party make  filings  under the HSR
Act,  and  Investors  make no  representation  or warranty  with  respect to the
applicability of the HSR Act.

         Section  4.3  Certain  Securities  Law  Matters.  Each  Investor  is an
"accredited  investor"  as defined in Rule 501(a) of  Regulation  D  promulgated
pursuant to the  Securities  Act.  Each Investor has  substantial  experience in
evaluating  and investing in securities in companies  similar to the Company and
Zap.com so that such Investor is capable of  evaluating  the merits and risks of
such  Investor's  investment  in the Company and Zap.com and has the capacity to
protect such  Investor's own  interests.  Each Investor is acquiring the Company
Shares and Zap.com  Shares being  purchased by such Investor for  investment for
such  Investor's  own account  and not with the view to any public  distribution
thereof  or with any  intention  of  disposing  thereof  in a manner  that would
violate the registration requirements of the Securities Act; provided,  however,
that by making the  representations  herein, no Investor is required to hold any
of the Company Shares and Zap.com  Shares being  purchased by it for any minimum
or other  specific term and reserves the right to dispose of the Company  Shares
and Zap.com  Shares  being  purchased  by it at any time in  accordance  with or
pursuant to a registration  statement or an exemption  under the Securities Act.
Each  Investor  understands  that the offer and sale of the  Company  Shares and
Zap.com  Shares  have not been,  and will not be,  registered  under  applicable
Federal or state securities laws.

          Section 4.4 No Reliance.  Each Investor  acknowledges and agrees that,
in negotiating  and entering into this  Agreement,  (i) it has not relied on any
representations  made by the Sellers,  the Company,  Zap.com,  or any  director,
officer,  employee,  investment banker, legal counsel or other representative or
agent thereof other than those of the Sellers  expressly set forth herein,  (ii)
it has  been  afforded  the  opportunity  to do a due  diligence  review  of the
business and affairs of the Company and Zap.com, including to ask such questions
of the  Company  and  Zap.com,  as it  deems  appropriate  and  material  to the
transactions  contemplated  hereby and that its  requests  for  information  and
questions have been addressed to its  satisfaction,  and (iii) it has not relied
on the  Sellers,  the  Company,  Zap.com  or any  director,  officer,  employee,
investment banker,  legal counsel or other  representative or agent thereof with
respect to the sufficiency of its due diligence or the  information  provided to
it and has relied on its own expertise and judgment in deciding the  sufficiency
thereof. The Investors understand and acknowledge that the Sellers have received
material non-public  information regarding the Company,  Company Shares, Zap.com
and Zap.com  Shares.  Each Investor  hereby  represents  and warrants that it is
financially  sophisticated with respect to the Company,  Company Shares, Zap.com
and Zap.com  Shares;  it is capable of evaluating  the risks  associated  with a
transaction involving the Company,  Company Shares,  Zap.com and Zap.com Shares,
including  the  risk of  transacting  on the  basis of  information  that may be
materially different from the information  available to the Sellers, and that it
is  capable  of  sustaining  any loss that may result  from  engaging  in such a
transaction on such basis without  material  injury.  In light of the foregoing,
each Investor hereby waives any and all claims (including,  without  limitation,
any and all  claims  under  any  applicable  securities  law) it may have or may
hereafter  acquire against the Sellers relating to any failure by the Sellers to
disclose to the  Investors in  connection  with the  Investors'  purchase of the
Company Shares and Zap.com Shares pursuant  hereto any information  which may be
considered  to be material  non-public  information  in respect of the  Company,
Company Shares, Zap.com and Zap.com Shares.

         Section  4.5 No  Intermediary.  Other than  pursuant  to the  Jefferies
Engagement  Letter,  there is no  investment  banker,  broker,  finder  or other
intermediary who might be entitled to any fee or commission upon consummation of
the transactions  contemplated by this Agreement based upon arrangements made by
or on behalf of any Investor.

                                    ARTICLE 5
                              CONDITIONS TO CLOSING

         Section 5.1  Investors'  Conditions.  The  obligation  of the Investors
hereunder  to purchase the Company  Shares and Zap.com  Shares at the Closing is
subject to the  satisfaction,  at or before the Closing  Date,  of the following
conditions,  provided that these  conditions are for the Investors' sole benefit
and may be waived  by the  Investors  at any time in their  sole  discretion  by
providing the Sellers with prior written notice thereof:

                  5.1.1  Representations  and  Warranties.  Except as  otherwise
         contemplated  or  permitted  hereby,   (a)  the   representations   and
         warranties  of  the  Sellers  contained  in  this  Agreement  or in any
         certificate  or  document to be  delivered  to the  Investors  pursuant
         hereto shall be deemed to have been made again at and as of the Closing
         Date and shall be true and correct in all material  respects as of such
         date,  and (b) each of the Sellers shall have performed and complied in
         all material  respects with all agreements  and conditions  required by
         this Agreement to be performed or complied with by the Sellers prior to
         or on the Closing Date,  including but not limited to the  requirements
         of each Seller to deliver all of the Company  Shares and Zap.com Shares
         set forth on Schedule I to the Investors.

                  5.1.2 No Actions.  No action,  suit or proceeding by any court
         or Governmental  Authority shall be pending,  no  investigation  by any
         Governmental Authority shall have been commenced and no action, suit or
         proceeding by any  Governmental  Authority  shall have been  threatened
         against any of the  Investors,  the Sellers,  the Company or Zap.com or
         any of their  respective  principals,  trustees,  officers or directors
         seeking to restrain,  prevent or change the  transactions  contemplated
         hereby or questioning the legality or validity of any such transactions
         or seeking damages in connection with any such transactions.

                  5.1.3 Consents. All consents,  approvals and authorizations of
         Governmental  Authority  and all  filings  with  and  notifications  of
         Governmental Authority or other entities which regulate the business of
         the Company and Zap.com necessary to the execution and delivery of this
         Agreement and the consummation of the transactions  contemplated hereby
         shall have been obtained or effected.

                  5.1.4 No  Material  Adverse  Change.  There shall have been no
         material adverse change since the date hereof in the business,  assets,
         financial condition,  results of operations or prospects of the Company
         or  Zap.com,  including  that  nothing  has  occurred  (other  than the
         transactions  contemplated  hereunder)  since the date of Company's and
         Zap.com's most recent  Exchange Act Documents that would be required to
         be disclosed in such Exchange Act  Documents  and no agreement  entered
         into (other than this  Agreement) that would be required to be filed as
         an exhibit to any Exchange Act Documents.

                  5.1.5 Election of Directors;  Resignations.  Philip A. Falcone
         and Corrine J. Glass shall have been elected as members of the Board of
         Directors of the Company (as Class II directors). The number of members
         of the boards of directors  of the Company and Zap.com  shall remain at
         seven  and one,  respectively.  The  resignations  of Avram A.  Glazer,
         Edward S. Glazer,  Darcie S. Glazer and Bryan G. Glazer contemplated by
         Section 6.3 shall have occurred.

                  5.1.6  Capitalization.  Sellers  shall have  delivered  to the
         Investors a record list of shareholders, prepared by the transfer agent
         of the  Company and dated as of the date of Closing  (the  "Shareholder
         List"),  which  Shareholder  List confirms that the Company  Shares and
         Zap.com Shares set forth on Schedule I represent the same percentage of
         issued and outstanding  Company Shares (subject only to the exercise of
         options by persons  other than the Sellers) on the Closing Date as such
         shares represent on the date hereof.  Since March 31, 2009, there shall
         have been no change to the  Company's or its  subsidiaries'  authorized
         capital  stock  and  no  capital  stock  or  rights   exchangeable   or
         convertible  into, or rights to acquire any, shares of capital stock of
         the Company or its subsidiaries shall have been issued.

                  5.1.7 Sale of Shares Held by Other Glazer Family Members.  The
         persons  listed on  Schedule  III shall have  entered  into one or more
         binding agreements with the Investors, in form and substance reasonably
         acceptable to each party thereto, providing for the sale of the Company
         Shares set forth on Schedule III at a price per Company  Share equal to
         the Purchase  Price which  purchase  and sale shall occur  concurrently
         with the Closing.

         Section  5.2  Sellers'  Conditions.   The  obligation  of  the  Sellers
hereunder to sell to the Investors the Company  Shares and Zap.com Shares at the
Closing is subject to the  satisfaction,  at or before the Closing Date, of each
of the following conditions, provided that these conditions are for the Sellers'
sole  benefit  and may be  waived  by the  Sellers  at any  time in  their  sole
discretion by providing the Investors with prior written notice thereof:

                  5.2.1  Representations  and  Warranties.  Except as  otherwise
         contemplated  or  permitted  hereby,   (a)  the   representations   and
         warranties of each of the Investors  contained in this  Agreement or in
         any  certificate  or document to be delivered to the Sellers by each of
         the Investors  pursuant  hereto shall be deemed to have been made again
         at and as of the  Closing  Date and  shall be true and  correct  in all
         material respects as of such date, (b) each of the Investors shall have
         performed and complied in all material respects with all agreements and
         conditions  required by this Agreement to be performed or complied with
         by the Investors  prior to or on the Closing Date, and (c) the Purchase
         Price shall have been delivered to the Sellers.

                  5.2.2 No Actions.  No action,  suit or proceeding by any court
         or governmental  Authority shall be pending,  no  investigation  by any
         Governmental Authority shall have been commenced and no action, suit or
         proceeding by any  Governmental  Authority  shall have been  threatened
         against the Sellers,  the Company,  Zap.com or the  Investors or any of
         their respective general partners,  principals,  trustees,  officers or
         directors  seeking to  restrain,  prevent  or change  the  transactions
         contemplated hereby or questioning the legality or validity of any such
         transactions   or  seeking   damages  in   connection   with  any  such
         transactions.

                  5.2.3 Consents. All consents,  approvals and authorizations of
         Governmental  Authorities  and all filings  with and  notifications  of
         Governmental   Authorities   or  other   entities  which  regulate  the
         businesses  of the Company and Zap.com  necessary to the  execution and
         delivery of this  Agreement and the  consummation  of the  transactions
         contemplated hereby shall have been obtained or effected.

                                    ARTICLE 6
                                    COVENANTS

         Section 6.1 Efforts. Between the date of this Agreement and the Closing
Date,  Family LP will,  and will cause  Sellers to, and the  Investors  will use
their respective  reasonable best efforts to cause the conditions in Section 5.1
and 5.2, respectively, to be satisfied, including but not limited to causing the
election to the boards of directors of the  nominees of the  Investors  named in
Section 5.1.5 as promptly as practicable.

         Section 6.2 Proxies.  Each Seller  hereby  grants to Harbinger  Capital
Partners LLC (the "Investor  Representative") a proxy to vote all Company Shares
and  Zap.com  Shares  owned  by  each  Seller  for the  election  of  three  (3)
individuals to the Board of Directors of the Company, one of whom shall be Avram
A.  Glazer  and  two  (2)  of  whom  shall  be  as  directed  by  the   Investor
Representative.  Each Seller agrees that this proxy shall be irrevocable  during
the term of this  Agreement  and is coupled with an  interest.  Each Seller will
take such further  action or execute such other  instruments as may be necessary
to effectuate the intent of this proxy and no Seller shall take any action which
is inconsistent  with the proxy granted  hereby.  Each Seller hereby revokes any
proxy  previously  granted by such Seller with respect to any Company  Shares or
Zap.com Shares.

         Section 6.3 Resignations.  Concurrently  with the Closing,  the Sellers
shall use their best efforts to cause each of Avram A. Glazer, Edward S. Glazer,
Darcie S. Glazer and Bryan G. Glazer and each Seller and every  person who is an
immediate  family  member of a Seller or who is an  affiliate  or associate of a
Seller who is an  officer  or  director  of the  Company  or Zap.com  shall have
resigned from each position held by such person without any continuing  benefits
(other than  compensation  for services  rendered  through the effective date of
said  resignation  and benefits that have accrued  under the Zapata  Corporation
Pension Plan and the Company's  401(k)  Plan),  severance  obligations  or other
similar  obligations or  liabilities of the Company or Zap.com.  Notwithstanding
the foregoing,  all options to purchase Company Shares or Zap.com Shares held by
any such person (other than Avram Glazer,  who shall  terminate his options,  if
any, in the Company and Zap.com without cost) shall remain outstanding.

         Section 6.4 Transfer Restrictions.  Each Seller agrees not to (a) sell,
transfer,  pledge,  encumber,  assign or  otherwise  dispose  of or  hypothecate
(including by gift or by  contribution  or  distribution to any trust or similar
instrument  (collectively,  "Transfer"),  or enter into any contract,  option or
other arrangement or understanding  (including any  profit-sharing  arrangement)
with respect to the Transfer of any of such Seller's  Company  Shares or Zap.com
Shares  other  than  pursuant  to the terms  hereof,  (b) enter  into any voting
arrangement  or  understanding  with respect to such Seller's  Company Shares or
Zap.com Shares (other than this Agreement),  whether by proxy,  voting agreement
or otherwise,  or (c) take any action that could make any of its representations
or warranties  contained  herein untrue or incorrect in any material  respect or
would have the effect of  preventing,  delaying  or  disabling  such Seller from
performing any of its obligations hereunder.

         Section 6.5 Additional Documents.  The parties hereto will, at any time
after the date hereof,  sign, execute and deliver, or cause others so to do, all
such powers of attorney, deeds, assignments,  documents and instruments (in form
and substance  reasonably  acceptable to the parties hereto), and do or cause to
be done all such other acts and deeds as may be necessary or proper to carry out
the transactions contemplated by this Agreement.

         Section 6.6   Covenants.

                  (a) From the date hereof until the Closing,  the Sellers shall
not,  and  shall  cause the  Company  not to,  (i)  operate  or take any  action
(corporate or otherwise) of the Company or its subsidiaries outside the ordinary
course of business;  (ii) declare, pay or set aside funds for the payment of any
dividends or any other  distribution  or payment in respect of the capital stock
of  the  Company  and  its  subsidiaries;  (iii)  change  the  Company's  or its
subsidiaries'  authorized  capital  stock or issue any  capital  stock or rights
exchangeable  or convertible  into, or rights to acquire any,  shares of capital
stock  of  the  Company  or  its  subsidiaries;   (iv)  amend  the  Articles  of
Incorporation  or  bylaws  of the  Company  or its  subsidiaries;  (v) grant any
registration rights of the Company or its subsidiaries;  (vi) purchase,  redeem,
retire or  otherwise  acquire any shares of any capital  stock of the Company or
its  subsidiaries;  (vii)  enter  into or amend  the  terms of any  transactions
between the Company or any of its  subsidiaries and any immediate family member,
affiliate or associate of the Sellers;  (viii) sell, lease, or otherwise dispose
of any asset or property of the Company or its subsidiaries;  or (ix) enter into
any loan,  mortgage or pledge,  or impose any lien or other  encumbrance  on any
asset or  property  of any  Company  or its  subsidiaries  or (x) enter into any
agreement  or  commitment  to do any  of the  foregoing.  Without  limiting  the
foregoing,  from the date hereof until  Closing,  no Seller shall (1) vote on or
consent to any matter in his or its capacity as a stockholder  of the Company or
Zap.com  except as  specifically  contemplated  by Section  6.2, or (2) take any
action as a member of the board of  directors  of the  Company or Zap.com  other
thanan  action (x) that will not result in a failure of any  condition set forth
in Section 5.1 of this Agreement and (y) such Seller is advised by counsel he or
she must take such  action  or be in  breach of his or her  fiduciary  duty as a
director.

                  (b) Within two business days of the date hereof, Sellers shall
make such filings as are required of them under the Exchange Act,  including but
not  limited  to making  amendments  to the  filings on  Schedule  13D and under
Section 16 of the  Exchange  Act of each Seller,  in each case,  describing  the
terms and conditions of this Agreement  required thereby or otherwise  necessary
to permit the Company to prepare and mail its proxy  materials  as  contemplated
below. Sellers shall cause the Company to (i) reconvene its adjourned meeting of
shareholders,  and (ii)  prepare and mail a notice of meeting and revised  proxy
materials, in each case, in a manner that provides for the election of directors
of the Company as contemplated  by this  Agreement.  The Sellers shall use their
best  efforts to cause the  Company  to (x) take such  actions  as  promptly  as
practicable  and,  in any event,  to cause the  Company  to mail such  notice of
meeting and proxy materials within four business days of the date hereof and (y)
hold such  meeting of  shareholders  within ten  business  days  following  such
mailing.  The Sellers  shall  provide the Investor  Representative  a reasonable
opportunity  to review and comment on the  amendments to its filings on Schedule
13D and under Section 16 prior to the filing  thereof and shall endeavor to give
the  Investor  Representative  an  opportunity  to  review  and  comment  on the
Company's proxy materials described above. The Sellers shall reasonably consider
revising   such   documents  to   incorporate   the  comments  of  the  Investor
Representative.

                                    ARTICLE 7
                                  MISCELLANEOUS

         Section 7.1 Survival of Agreements. All the representations, warranties
and  covenants  made herein  shall  survive the  execution  and delivery of this
Agreement  and the sale and  delivery of the Company  Shares and Zap.com  Shares
pursuant hereto;  provided,  however,  that the  representation and warranty set
forth in Section 3.5 shall only  survive for a period of 120 days from and after
the Closing Date.

         Section 7.2  Expenses.  Each party hereto shall pay its own expenses in
connection  with  the  transactions  contemplated  hereby  and the  expenses  of
Jefferies & Company,  Inc.  shall be paid pursuant to the  Jefferies  Engagement
Letter.

         Section  7.3  Notices.  All  notices,  requests,   consents,  or  other
communication hereunder shall be in writing and shall be delivered personally or
reputable  overnight  courier,  in the case of the  Investors,  to c/o Harbinger
Capital  Partners  LLC,  555 Madison  Avenue,  16th Floor,  New York,  NY 10022,
Attention:  General  Counsel,  with a copy to Kaye Scholer LLP, 425 Park Avenue,
New York, NY 10022,  Attention:  Lynn Toby Fisher and Derek Stoldt,  and, in the
case of the Sellers,  to c/o Malcolm I. Glazer  Family  Limited  Partnership,  5
Middle Road, Palm Beach, FL 33480,  Attention:  Avram A. Glazer,  with a copy to
Harris Beach PLLC, 99 Garnsey Road, Pittsford,  NY 14534,  Attention:  Thomas E.
Willett and Patrick J. Dalton.

         Section 7.4 Captions and Section Headings. As used herein, captions and
section  headings are for convenience  only and are not a part of this Agreement
and shall not be used in construing it.

         Section 7.5 Entire  Agreement.  This Agreement and the other  documents
delivered  pursuant hereto and thereto,  or  incorporated  by reference  herein,
contain  the  entire  agreement   between  the  parties  hereto  concerning  the
transactions   contemplated   herein  and  supersede  all  prior  agreements  or
understandings between the parties hereto relating to the subject matter hereof.

         Section 7.6 Termination;  Amendment. This Agreement may be specifically
enforced  by  either  party if such  party  is not in  material  breach  of this
Agreement.  This Agreement may be terminated at any time after December 16, 2009
by either party (acting through the Investor Representative or the Family LP, as
applicable), by notice given to the other party, if the Closing has not occurred
by December 16, 2009 unless  failure to close is by reason of the breach of this
Agreement by the party seeking to terminate,  and upon such termination  neither
the Investors nor the Sellers shall have any  obligation or liability  hereunder
(except  for damages  arising out of any such  breach).  This  Agreement  may be
amended,  supplemented  or  interpreted  at any  time,  but  only  by a  written
agreement  executed by the parties hereto. For purposes of this Section 7.6, the
"parties" shall mean the Investors (individually and together), on the one hand,
and the Sellers (individually and together) on the other.

         Section  7.7   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

         Section 7.8 Severability.  If any one or more of the provisions of this
Agreement shall be held to be invalid,  illegal or unenforceable,  the validity,
legality or enforceability  of the remaining  provisions of this Agreement shall
not be affected  thereby.  To the extent permitted by applicable law, each party
waives any  provision  of law which  renders  any  provision  of this  Agreement
invalid, illegal or unenforceable in any respect.

         Section 7.9  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.  No  assignment  of this  Agreement  or of any  rights  or  obligations
hereunder  may be made by either  the  Sellers  or the  Investors,  directly  or
indirectly (by operation of law or otherwise), without the prior written consent
of the other parties hereto,  except that any Investor may assign its rights but
not its obligations to an affiliate thereof.

         Section 7.10 Governing  Law. This  Agreement,  and all matters  arising
directly or indirectly hereunder,  shall be governed by the laws of the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the  state  and  federal  courts  sitting  in the  State  of New  York,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner  permitted by law. EACH PARTY HEREBY  IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO  REQUEST,  A JURY TRIAL FOR THE
ADJUDICATION  OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  WITH OR ARISING OUT OF
THIS AGREEMENT.





                            [SIGNATURE PAGES FOLLOW]



<PAGE>

         IN WITNESS  WHEREOF,  the  Investors and the Sellers have duly executed
this Share Purchase Agreement as of the date first written above.

                            SELLERS:

                            The Malcolm I. Glazer Family Limited Partnership


                            By: Linda Glazer, President
                                -------------------------------
                                /s/LINDA GLAZER


                            /s/LINDA GLAZER AS POWER OF ATTORNEY FOR
                               MALCOLM GLAZER
                            ------------------------------------------------
                            Malcolm I. Glazer



                            /s/AVRAM A. GLAZER
                            -----------------------------------
                            Avram A. Glazer


                            /s/LINDA GLAZER
                            -----------------------------------
                            Linda Glazer

<PAGE>


                            INVESTORS:

                            HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
                            By: Harbinger Capital Partners LLC, its investment
                            manager



                            By: /s/PHILIP A. FALCONE
                                -------------------------------
                                Name:  Philip A. Falcone
                                Title: Senior Managing Director


                            HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS
                            FUND, L.P.
                            By: Harbinger Capital Partners Special Situations
                            GP, LLC, its general partner



                            By: /s/PHILIP A. FALCONE
                                -------------------------------
                                Name:  Philip A. Falcone
                                Title: Senior Managing Director




                            GLOBAL OPPORTUNITIES BREAKAWAY LTD.
                            By: Global Opportunities Breakaway Management,
                            L.P., its investment manager



                            By: /s/PHILIP A. FALCONE
                                -------------------------------
                                Name:  Philip A. Falcone
                                Title: Senior Managing Director
<PAGE>

<table>
                                   SCHEDULE I

                            SELLERS, SHARE OWNERSHIP,
                 ALLOCATION OF PROCEEDS AND ACCOUNT INFORMATION

<caption>
                                                                 Allocation
                      Number of     Allocation of    Number of   of Proceeds    Total
                      Company       Proceeds of      Zap.com     of Zap.com     Allocation       Account
Name of Seller        Shares        Company Shares   Shares      Shares         of Proceeds      Information
--------------        ------        --------------   ------      ------         -----------      -----------
<S>                   <C>           <C>               <C>          <C>          <C>              <C>

The Malcolm I.        9,813,112     $73,598,340.00    707,907      $1.00        $73,598,341.00
Glazer Family
Limited Partnership

Linda Glazer              6,400         $48,000.00          0      $0               $48,000.00

Malcolm Glazer           28,052        $210,390.00          0      $0              $210,390.00

Avram Glazer             41,120        $308,400.00     50,000      $1.00           $308,401.00
------------------------------------------------------------------------------------------------------------

Total                 9,888,684     $74,165,130.00    757,907      $2.00        $74,165,132.00
</table>


<PAGE>

<table>
                                   SCHEDULE II

                         INVESTORS, PURCHASED SHARES AND
                          ALLOCATION OF PURCHASE PRICE


                                      Purchase                   Purchase
                         Number of    Price          Number of   Price
                         Company      of Company     Zap.com     of Zap.com   Total Purchase
Name of Investor         Shares       Shares         Shares      Shares       Price
----------------         ------       ------         ------      ------       --------------
<S>                      <C>          <C>            <C>         <C>          <C>

Harbinger Capital        3,296,228    $24,721,710    252,636     $0.67        $24,721,710.67
Partners Master Fund
I, Ltd.

Harbinger Capital        3,296,228    $24,721,710    252,636     $0.67        $24,721,710.67
Partners Special
Situations Fund, L.P.

Global Opportunities     3,296,228    $24,721,710    252,635     $0.66        $24,721,710.66
Breakaway Ltd.
---------------------------------------------------------------------------------------------
</table>



<PAGE>



                                  SCHEDULE III

                        SALE OF SHARES BY FAMILY MEMBERS


                                                  Allocation of Proceeds of
Name of Seller        Number of Company Shares    Company Shares
--------------        ------------------------    -------------------------

Bryan Glazer               24,737                    $185,527.50

Edward Glazer              12,442                     $93,315.00

Joel Glazer                12,099                     $90,742.50




<PAGE>




                                 Schedule 3.6(b)
                                 ---------------


Avram Glazer has  accumulated  a benefit  under the Zapata  Corporation  Pension
Plan. As of December 31, 2008, the present value of the accumulated  benefit for
Mr. Glazer under the Zapata Corporation Pension Plan was $155,852.
</TEXT>
</DOCUMENT>
