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EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Zapata Corporation, a Nevada corporation (the "COMPANY") intends
to file with the Securities and Exchange Commission (the "COMMISSION") under the
Securities Act of 1933, as amended (the "ACT"), a Registration Statement on Form
S-8 for the registration of five million additional securities of the same class
as other securities for which a Registration Statement on Form S-8 relating to
the Company's 1996 Long-Term Incentive Plan (the "PLAN") is effective
(Registration No. 333.43223) (the "FORM S-8") pursuant to the Act and the Rules
and Regulations of the Commission promulgated thereunder;
NOW, THEREFORE, the undersigned in the capacity of a director,
officer or both a director and officer of the Company, as the
case may be, does hereby appoint Leonard DiSalvo as his true and
lawful attorney or attorney-in-fact with full power of
substitution and resubstitution, to execute in his name, place
and stead, in his capacity as director, officer or both, as the
case may be, the Form S-8 and any and all documents necessary or
incidental in connection therewith, including without limitation,
any amendments to the Form S-8, and to file the same with the
Commission. Said attorney-in-fact shall have full power and
authority to do and perform in the name and on behalf of the
undersigned in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises as fully and to
all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and confirming the acts
that said attorney-in-fact or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 20th day of July, 2000.
/s/ AVRAM A. GLAZER
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Avram A. Glazer
/s/ WARREN H. GFELLER
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Warren H. Gfeller
/s/ BRYAN G. GLAZER
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Bryan G. Glazer
/s/ EDWARD S. GLAZER
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Edward S. Glazer
/s/ MALCOLM I. GLAZER
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Malcolm I. Glazer
/s/ ROBERT V. LEFFLER, JR.
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Robert V. Leffler, Jr.
