<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d1006884_ex99-d.txt
<TEXT>
                                                                       EXHIBIT D

                                                                   June 18, 2009

Malcolm I. Glazer Family Limited Partnership
270 Commerce Drive
Rochester, New York 14623
Attention: Mr. Avram A. Glazer

Harbinger Capital Partners Master Fund I, Ltd.
c/o Harbinger Capital Partners LLC
555 Madison Avenue, 16th Floor, New York, NY 10022
Attention: General Counsel

Global Opportunities Breakaway Ltd.
c/o Global Opportunities Breakaway Management, L.P.
555 Madison Avenue, 16th Floor, New York, NY 10022
Attention: General Counsel

Harbinger Capital Partners Special Situations Fund, L.P.
c/o Harbinger Capital Partners Special Situations GP, L.L.C.
555 Madison Avenue, 16th Floor, New York, NY 10022
Attention: General Counsel

Re:  Introductory Services

1.  Introductory  Services.  This agreement (this  "Agreement") will confirm the
arrangements  under which Jefferies High Yield Trading,  LLC  ("Jefferies")  has
provided  introductory  services to Malcolm I. Glazer Family Limited Partnership
and certain members of the Glazer family ("collectively,  Glazer") and Harbinger
Capital  Partners  Master Fund I, Ltd.  ("HCPMF"),  Harbinger  Capital  Partners
Special Situations Fund, L.P.  ("HCPSSF"),  and Global  Opportunities  Breakaway
Ltd.  ("Breakaway,"  together with HCPMF and HCPSSF,  "Harbinger") in connection
with  a  potential  transaction  between  Glazer  and  Harbinger,  and/or  their
respective   affiliates,   involving  the  acquisition  by  Harbinger,   or  its
affiliates,  of a majority of the  outstanding  shares of common stock of Zapata
Corporation held by Glazer, or its affiliates,  at a purchase price of $7.50 per
share,   or  such  other  price   agreed  to  by  Glazer  and   Harbinger   (the
"Transaction"),  payable to Glazer,  or its  affiliates,  pursuant to definitive
documentation  governing the Transaction (the  "Transaction  Documents").  It is
expressly  understood  and agreed  that  Jefferies  will not  assist  Glazer and
Harbinger in negotiating terms of the proposed Transaction,  preparing financial
analysis or taking other actions that would be consistent with the activities of
a financing advisor or otherwise.

2.  References to Jefferies.  Each of Glazer and Harbinger  agree that,  without
Jefferies' prior written consent, it will not make any reference to Jefferies in
connection  with  the  proposed  Transaction,  other  than  in  the  Transaction
Documents  or as  required by law or  regulation  (after  providing  Jefferies a
reasonable opportunity to review and comment).

3.  Compensation.  Upon  consummation  of the  Transaction at any time,  each of
Glazer and Harbinger agrees that it will pay Jefferies  $500,000 (for a total of
$1,000,000),  which shall constitute the total  compensation due to Jefferies in
connection  with the  Transaction.  The  obligations  under this paragraph 3 are
several and not joint obligations of Glazer and Harbinger.

4. Indemnification,  etc. As further consideration under this Agreement, each of
Glazer and Harbinger shall indemnify and hold harmless Jefferies, its affiliates
and its and  their  respective  officers,  directors  and  employees  (each,  an
"Indemnified  Person") with respect to any losses an Indemnified  Person suffers
(including,  without  limitation  reasonable  attorney's fees in connection with
defending any claim or potential  claim)  relating out of or in connection  with
the  Transaction,  other  than to the extent any such  losses  that are  finally
judicially  determined to have  resulted  solely from the  Indemnified  Person's
gross negligence or willful misconduct.

5. Termination.  Jefferies'  engagement hereunder will continue until terminated
by either party by written notice to the other.  For the avoidance of doubt, the
obligations  under Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of
this Agreement indefinitely.

6. Disclaimers.

         (a) The Company  acknowledges that Jefferies' parent,  Jefferies Group,
Inc. (collectively with its subsidiaries and affiliates,  the "Jefferies Group")
is a full service  financial  institution  engaged in a wide range of investment
banking  and  other  activities  (including  investment  management,   corporate
finance, securities issuing, trading and research and brokerage activities) from
which  conflicting  interests,  or duties,  may arise.  Information that is held
elsewhere  within the Jefferies  Group,  but of which none of the individuals in
Jefferies'  investment  banking  department  involved in providing  the services
contemplated  by this  Agreement  actually  has (or  without  breach of internal
procedures  can properly  obtain)  knowledge,  will not for any purpose be taken
into account in determining  Jefferies'  responsibilities  under this Agreement.
Neither  Jefferies nor any other part of the Jefferies  Group will have any duty
to  disclose to either  Glazer or  Harbinger  or utilize  for their  benefit any
non-public information acquired in the course of providing services to any other
person,  engaging  in any  transaction  (on its own  account  or  otherwise)  or
otherwise  carrying on its  business.  In addition,  in the  ordinary  course of
business,  the Jefferies  Group may trade the securities of Glazer and Harbinger
and their affiliates for its own account and for the accounts of customers,  and
may at any time  hold a long or short  position  in such  securities.  Jefferies
recognizes its  responsibility  for compliance  with federal  securities laws in
connection with such activities.  Further, from time to time Jefferies' research
department may publish research reports or other materials, the substance and/or
timing  of which  may  conflict  with the  views or  advice  of the  members  of
Jefferies' investment banking department,  and may have an adverse effect on the
interests  of  Glazer  and  Harbinger  in  connection  with the  Transaction  or
otherwise.  Jefferies'  investment banking department is managed separately from
its  research  department,  and  does  not  have the  ability  to  prevent  such
occurrences.

         (b) Jefferies  acknowledges and agrees that it shall have no authority,
right or  power  to make any  agreements,  undertakings  or  representations  or
warranties  on  behalf of  Glazer  or  Harbinger  and that it is not an agent of
either Glazer or Harbinger.  Jefferies further  acknowledges that neither Glazer
nor Harbinger  shall have any  obligation to enter into any agreement  with each
other concerning a Transaction.

7.  Arbitration.  The  parties  agree  that any  dispute,  claim or  controversy
directly  or  indirectly  relating  to or  arising  out of this  Agreement,  the
termination  or validity  hereof,  any alleged  breach of this  Agreement or the
engagement  contemplated  hereby  (any of the  foregoing,  a  "Claim")  shall be
submitted  to JAMS,  or its  successor,  in New York,  New  York,  for final and
binding arbitration in front of a panel of one arbitrator with JAMS in New York,
New York under the JAMS  Comprehensive  Arbitration  Rules and  Procedures.  The
arbitrator  shall, in its award,  allocate all of the costs of the  arbitration,
including the fees of the arbitrators and the reasonable  attorneys' fees of the
prevailing  party,  against  the  party  who did not  prevail.  The award in the
arbitration shall be final and binding. The arbitration shall be governed by the
Federal  Arbitration  Act,  9 U.S.C.  ss.ss.1-16,  and  judgment  upon the award
rendered  by the  arbitrator  may be  entered by any court  having  jurisdiction
thereof.  Each of Glazer,  Harbinger and Jefferies agree and consent to personal
jurisdiction,  service of process and venue in any federal or state court within
the State and  County  of New York in  connection  with any  action  brought  to
enforce an award in arbitration.

8.  Miscellaneous.  This Agreement  constitutes the entire agreement between the
parties with  respect to the subject  matter  hereof,  and may not be amended or
modified  except in writing signed by each party hereto.  This Agreement may not
be assigned by either  party  hereto  without the prior  written  consent of the
other, to be given in the sole discretion of the party from whom such consent is
being  requested.  Any attempted  assignment of this Agreement made without such
consent  shall be void and of no  effect,  at the  option  of the  non-assigning
party.  This  Agreement is solely for the benefit of the Glazer,  Harbinger  and
Jefferies  and no other  person  shall  acquire or have any  rights  under or by
virtue of this  Agreement.  If any provision  hereof shall be held by a court of
competent  jurisdiction to be invalid,  void or unenforceable in any respect, or
against public policy, such determination shall not affect such provision in any
other  respect nor any other  provision  hereof.  Each of Glazer,  Harbinger and
Jefferies shall endeavor in good faith negotiations to replace the invalid, void
or  unenforceable  provisions.  Headings  used  herein  are for  convenience  of
reference only and shall not affect the  interpretation  or construction of this
Agreement.  This  Agreement may be executed in facsimile  counterparts,  each of
which will be deemed to be an original and all of which  together will be deemed
to be one and the same document.  Notice given pursuant to any of the provisions
of this Agreement shall be in writing and shall be mailed or delivered (a) if to
the  Glazer  or  Harbinger,  at the  addresses  set forth  above,  and (b) if to
Jefferies,  at 520  Madison  Avenue,  12th  Floor,  New  York,  New York  10022,
Attention: General Counsel. All payments to be made to Jefferies hereunder shall
be made in cash by wire  transfer of  immediately  available  U.S.  funds.  This
Agreement  shall be governed by, and construed in accordance  with, the internal
laws of the State of New York.  Jefferies  hereby  notifies Glazer and Harbinger
that pursuant to the requirements of the USA PATRIOT Act (the "Patriot Act"), it
is required to obtain,  verify and record information that identifies Glazer and
Harbinger in a manner that satisfies the  requirements  of the Patriot Act. This
notice is given in accordance with the requirements of the Patriot Act.
<PAGE>



Please  sign  and  return  an  original  and  one  copy of  this  letter  to the
undersigned to indicate your acceptance of the terms set forth herein, whereupon
this letter and your  acceptance  shall  constitute  a binding  agreement  among
Glazer, Harbinger and Jefferies as of the date first above written.

                                      Sincerely,

                                      JEFFERIES HIGH YIELD TRADING, LLC


                                      By _____________________________________
                                         Name:
                                         Title:
<PAGE>


Accepted and Agreed:

MALCOLM I. GLAZER FAMILY LIMITED PARTNERSHIP

By:  Malcolm I. Glazer, G.P., Inc.

By   /s/ Linda Glazer
     --------------------------------
     Name:  Linda Glazer
     Title: President

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
</TEXT>
</DOCUMENT>
