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               (10) Any material obligation or liability (absolute or
       contingent) paid except in the ordinary course of business;

               (11) Any payment of dividends or distributions of any assets of
       any kind whatsoever in respect of Protein's capital stock declared or
       made;

               (12) Any sale, transfer or other disposition of, or agreement
       entered into to sell, transfer or otherwise dispose of any assets (except
       inventories), property or rights of Protein or of its any Subsidiaries,
       except inventory in the ordinary course of business and consistent with
       prior practices;

               (13) Any agreement or arrangement entered into granting any
       preferential rights to purchase any assets, property or rights of Protein
       or any of the Subsidiaries including inventories, or requiring the
       consent of any party to the transfer and assignment of any of such
       assets, property or rights; or

               (14) Any amendment or termination (other than an expiration
       pursuant to its terms) of any material contract, agreement or license to
       which Protein or any of the Subsidiaries is or was a party or by which it
       or any properties of Protein or any of the Subsidiaries is or was
       subject.

       2.1(i)  Tax Returns and Audits.  All federal, state and local tax returns
and tax reports required to be filed with respect to Protein or any of the
Subsidiaries have been timely filed with the appropriate governmental agencies
in all jurisdictions in which such returns and reports are required to be filed
for all periods ending on or prior to the Closing Date.  Schedule 2.1(i) sets
forth a list of all tax returns and tax reports of Zapata, Protein or any of the
Subsidiaries as to which an extension of the time to file is currently in
effect.  All federal, state and local taxes due from or with respect to Protein
or any of the Subsidiaries for all periods ending on or prior to the Closing
Date have been fully paid or are adequately reflected in the Financial
Statements.  To the extent tax liabilities have accrued but have not yet become
due, they have been adequately reflected in the Financial Statements.  There are
no federal, state or local tax liens upon any property or assets of Protein or
any of the Subsidiaries.  Except as set forth in Schedule 2.1(i), there are no
specific tax deficiencies on the part of Zapata, Protein or any of the
Subsidiaries relating to any tax year ended on or before September 30, 1994
which are expected to arise from issues which have been raised or from issues
which have not yet been raised but which are reasonably expected to be raised.
Except as set forth in Schedule 2.1(i), there is not currently pending any audit
of Zapata, Protein or any of the Subsidiaries with respect to any tax.

          For purposes of this Agreement, "taxes" or "tax" includes (a) all net
income, gross income, gross receipts, sales and use, ad valorem, franchise,
profits, licenses, payroll withholding, social security, excise, severance,
occupation, real or personal property taxes, or other taxes, fees, or charges of
any kind whatsoever imposed by a federal, state,

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