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1.3    TREATMENT OF INTERCOMPANY ACCOUNTS; ADJUSTMENT TO PURCHASE PRICE

       Zapata will cause all intercompany indebtedness owed by Protein or any of
its subsidiaries to Zapata or any of its subsidiaries (other than Protein or any
of its subsidiaries), net of any amounts owed by Zapata or any of its
subsidiaries, to Protein or any of Protein's subsidiaries, as reflected on the
audited consolidated balance sheet of Protein as of September 30, 1994 referred
to in Section 2.1(f), to be contributed to the capital of Protein.

       The Purchase Price set forth in Section 1.2 above shall be adjusted for
changes in intercompany accounts after September 30, 1994, as follows:

       1.3(a)  Prior to February 16, 1995, Zapata shall deliver to Buyer the
General Ledger run of its intercompany balances with Protein for the period
ending January 31, 1995, accompanied by a certificate signed by a Vice President
of Zapata to the effect that the General Ledger run is true and correct and has
to his knowledge been prepared on a basis consistent with accounting principles
used in the preparation of the audited balance sheet of Protein as of September
30, 1994.  Within ten (10) days of receiving the General Ledger run, Buyer shall
notify Zapata of any disagreement Buyer may have with the amount of the balance
of the intercompany balance shown on the General Ledger run.

       1.3(b)  Within thirty (30) days following the Closing Date, Zapata shall
deliver to Buyer the General Ledger run of its intercompany balances with
Protein for the period February 1, 1995, through the Closing Date accompanied by
a certificate signed by a Vice President of Zapata to the effect that the
General Ledger run is true and correct and has to his knowledge been prepared on
a basis consistent with the accounting principles used in the preparation of the
audited balance sheet of Protein as of September 30, 1994.  Within ten (10) days
of receiving the General Ledger run, Buyer shall notify Zapata of any
disagreement Buyer may have with the amount of the balance of the intercompany
balance shown on the General Ledger run.

       1.3(c)  In the event Buyer disagrees with the adjustment to the Purchase
Price determined pursuant to either Section 1.3(a) or (b), Zapata and Buyer
shall confer and, in good faith, seek to reconcile the adjustment to the
Purchase Price.  If, after the parties confer, Buyer and Zapata reconcile the
adjustment to Purchase Price, then within three (3) business days, as the case
may be, either Buyer will pay to Zapata any increase to the Purchase Price or
Zapata will pay to Buyer any decrease to the Purchase Price.

       1.3(d)  If Buyer and Zapata are unable to reconcile the adjustment to the
Purchase Price, as soon as practical, and in any event within thirty (30) days,
Buyer and Zapata shall select a nationally recognized accounting firm which
shall determine the balance owing to Buyer or Zapata hereunder, as the case may
be, and the determination of such accounting firm shall be final and binding on
the parties hereto.  The fees and

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