STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT dated as of September 8, 2006 (this “Agreement”), is entered into by and between Zapata Corporation, a Nevada corporation (the “Seller”), and Omega Protein Corporation, a Nevada corporation (the “Purchaser”). (Each of the Seller and the Purchaser is a “Party”, and together are the “Parties”).

RECITALS

     WHEREAS, the Seller is the beneficial owner of 14,501,000 shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Purchaser;

     WHEREAS, the Purchaser desires to repurchase from the Seller, and the Seller desires to sell to the Purchaser, 9,268,292 shares of Common Stock held by the Seller and represented by that certain share certificate of the Purchaser number OM0000230 registered in the name of the Seller dated September 6, 2006 (the “Shares”), upon the terms and subject to the conditions contained in this Agreement;

     WHEREAS, the Purchaser desires to acquire from the Seller, and the Seller desires to grant to the Purchaser, an option to acquire all of the shares of Common Stock held by the Seller on the date of the exercise of such option, upon the terms and subject to the conditions contained in this Agreement (the “Call Option Shares”);

     WHEREAS, concurrently with the execution and delivery of this Agreement, the holder of a majority of the outstanding shares of common stock, par value $0.01 per share, of the Seller (the “Seller Common Stock”) has duly executed and delivered to the Seller a written consent, a copy of which is attached hereto as Exhibit A (the “Majority Stockholder Written Consent”), approving this Agreement and the transactions contemplated hereby, including the sale of the Shares and the Call Option Shares, in accordance with the requirements of the NGCL and the Seller’s articles of incorporation and bylaws; and

     WHEREAS, concurrently with the execution and delivery of this Agreement, the Purchaser Executive Officers have duly executed and delivered to the Purchaser and the Seller agreements, copies of which are attached hereto as Exhibit B, confirming that neither this Agreement nor the transactions contemplated hereby, including the sale of the Shares and the Call Option Shares, shall constitute a change of control for the purposes of their employment or change of control agreements with the Purchaser.

     NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchaser agree as follows: