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               amended except by an instrument in writing signed by the parties
               hereto.

          (ii) Waiver:  No term or condition of this Agreement shall be deemed
               to have been waived, nor shall there be an estoppel against the
               enforcement of any provision of this Agreement, except by written
               instrument of the party charged with such waiver or estoppel.  No
               such written waiver shall be deemed a continuing waiver unless
               specifically stated therein, and each such waiver shall operate
               only as to the specific term or condition waived and shall not
               constitute a waiver of such term or condition for the future or
               as to any act other than that specifically waived.

     e.   Headings:  The headings of paragraphs herein are included solely for
          convenience and reference and shall not control the meaning or
          interpretation of any of the provisions of this Agreement.

IT WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
officer thereunto duly authorized, and the Executive has signed this Agreement
all as of the day and year first written above.

                                     ZAPATA CORPORATION
                                
                                     By:  /s/ Kristian Siem
                                          _____________________________________
                                          Kristian Siem
                                          Chief Executive Officer and President
                                
                                
                                     ZAPATA PROTEIN, INC.
                                
                                     By:  /s/ Joseph D. Oliver
                                          _____________________________________
                                          Joseph D. Oliver
                                          Executive Vice President
                                
                                
                                
                                      EXECUTIVE
                                
                                          /s/ R. C. Lassiter
                                          ______________________________________
                                          R. C. Lassiter

                                       6