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                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT ("Agreement") dated as of February 14, 1995,
by and between ZP Acquisition Corp., a corporation formed under the laws of the
State of Texas ("Buyer"), and Zapata Corporation, a corporation formed under the
laws of the State of Delaware ("Zapata").

                                    RECITALS

     On the basis of the representations, warranties, covenants and agreements
and subject to the terms and conditions contained herein, Zapata wishes to sell
to Buyer, and Buyer wishes to purchase from Zapata, all of the issued and
outstanding shares of the common stock, one dollar ($1.00) par value (the
"Shares"), of its wholly owned subsidiary Zapata Protein, Inc., a corporation
formed under the laws of the State of Delaware ("Protein");

     NOW, THEREFORE, the parties hereto hereby agree as follows:

                              1. PURCHASE AND SALE

1.1    THE TRANSACTION

       Subject to the terms and conditions of this Agreement, at the Closing (as
defined herein) Zapata shall sell, assign and transfer to Buyer and Buyer shall
purchase from Zapata all the Shares.

1.2    PAYMENT OF PURCHASE PRICE

       Subject to the

 adjustments set forth in Section 1.3 below, the total
purchase price for the Shares to be paid by Buyer at Closing shall be Fifty Six
Million Dollars ($56,000,000.00) ("Purchase Price"), which shall be wire-
transferred to Zapata's bank account on or before the date of the Closing
("Closing Date"), in accordance with instructions to be given by Zapata to Buyer
at least one business day prior to the Closing Date.  At the Closing, Zapata
shall deliver to Buyer the Protein stock certificates evidencing the Shares,
such certificates to be duly endorsed or accompanied by appropriate stock
transfer powers duly executed to Buyer.

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