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expenses of such accounting firm shall be borne equally by Zapata and Buyer.
The parties hereto agree to cooperate fully with such accounting firm and
furnish such firm with such information as it may require to make such
determination.

       1.3(e)  After the determination of the balance owing to Buyer or Zapata
hereunder, as the case may be, by the accounting firm provided for in Section
1.3(d), within three (3) days after such determination, either Buyer will pay to
Zapata any increase to the Purchase Price or Zapata will pay to Buyer any
decrease to the Purchase Price.

                       2. REPRESENTATIONS AND WARRANTIES

2.1    REPRESENTATIONS AND WARRANTIES OF ZAPATA

       Zapata represents and warrants to and agrees with Buyer as follows:

       2.1(a)  Organization.  Protein is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.  Protein
has all requisite corporate power and authority needed to carry on its business
as now conducted and is qualified to do business in every jurisdiction in which
the character and location of assets owned by it, or the nature of the business
transacted by it, or both, require qualification, except where the failure to be
so qualified does not and will not have a material adverse effect on the
business, properties, financial condition or results of operations of Protein
and its subsidiaries, taken as a whole ("Material Adverse Effect").

       2.1(b)  Corporate Status.  The authorized capital stock of Protein
consists of one thousand (1,000) shares of common stock of which one thousand
(1,000) shares are validly issued and outstanding, fully paid and nonassessable
and are owned beneficially and of record by Zapata, free and clear of any claim,
lien or encumbrance.

       2.1(c)  Outstanding Options and Warrants.  There are no outstanding
options, warrants, subscriptions, calls, unsatisfied preemptive rights, voting
agreements or other right for the purchase of, and no securities convertible
into, capital stock of Protein.

       2.1(d)  Certificate of Incorporation and Bylaws.  Zapata has delivered to
Buyer true and complete copies of the Certificate of Incorporation and Bylaws of
Protein, each as amended to date; there are no dissolution, liquidation or
bankruptcy proceedings pending, contemplated by or, to the knowledge of Zapata,
threatened against Protein.

       2.1(e)  Execution of Agreement.  Except as set forth in Schedule 2.1(e),
the execution and delivery of this Agreement by Zapata do not and the
consummation of the transactions contemplated hereby by Zapata will not violate
any provision of the Certificate of Incorporation or Bylaws of Zapata, Protein
or any of the Subsidiaries (as hereinafter defined) or result in any conflict
with, breach or violation of, or creation of lien or default under, any
mortgage, indenture, borrowing agreement or other arrangement or instrument

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