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                                                                   EXHIBIT 10(a)

                              CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") made and entered into as of the 15th
day of July, 1994, by and between ZAPATA CORPORATION, a Delaware corporation
(the "Company"), ZAPATA PROTEIN, INC., a Delaware corporation ("Zapata
Protein"), and R. C. LASSITER, an individual residing in Houston, Harris County,
Texas (the "Executive");

                              W I T N E S S E T H:

WHEREAS, the Executive has been an officer of the Company pursuant to the
Employment Agreement dated effective March 15, 1991 between the Company and the
Executive (the "Employment Agreement"); and

WHEREAS, the Employment Agreement provided for certain additional remuneration
and certain additional benefits to be paid to the Executive if the Executive
terminated his employment with the Company in the event of a Change of Control
under certain conditions (as defined in Paragraph 5.B(i) of the Employment
Agreement) after March 15, 1991; and

WHEREAS, a Change of Control of the Company occurred on or about July 16, 1992;
and

WHEREAS, pursuant to Paragraph 5.B of the Employment Agreement, a Good Reason
(as defined in the Employment Agreement) has occurred, pursuant to which the
Executive may terminate his employment on or before July 16, 1994 and receive

three years' salary from the date of such termination; and

WHEREAS, the Executive has given notice to the Company, dated July 15, 1994, to
terminate his employment pursuant to Paragraph 5.B of the Employment Agreement;
and

WHEREAS, the Company desires to retain the Executive to continue to provide
management services to its subsidiary, Zapata Protein, after his termination of
employment and Executive is willing and able to provide such services under the
terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the parties agree as follows:

1.   Consulting Employment:  The Company and the Executive agree that
     Executive's full-time employment under the Employment Agreement with the
     Company will terminate as of July 15, 1994.  The Company hereby employs the
     Executive as an independent consultant and the Executive agrees to render
     consulting services to act as general manager of Zapata Protein for a term
     beginning on July 15, 1994 and ending on January 16, 1995 (the "Term of
     this Agreement"), and the Executive shall provide services as more fully
     described in the attached

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