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county or local taxing authority, together with any interest or penalty thereon
(including, without limitation, United States federal income taxes), and (b) the
liability for the payment of any consolidated tax, including penalty or interest
thereon, of the type described in the immediately preceding subsection (a),
including any federal, state or local consolidated income tax liability,
including any penalty or interest thereon, as a result of being a member of, and
which may be imposed upon, an affiliated group (as defined in Section 1504(a) of
the Internal Revenue Code of 1986, as amended to date, or other applicable law).

       2.1(j)  Litigation and Related Matters.  Except as set forth in Schedule
2.1(j), there is no litigation, proceeding, investigation or claim pending in
any court or before any governmental, regulatory or administrative board, agency
or commission pending or, to the knowledge of Zapata, threatened against Protein
or any of the Subsidiaries.

       2.1(k)  Compliance with Laws.  Except as set forth in Schedule 2.1(k), to
the best knowledge of Zapata, (i) Protein is in compliance in all material
respects with all applicable domestic and foreign laws, rules, regulations,
judgment, orders and other legal requirements affecting its business and
operations and (ii) all licenses, franchises, permits, approvals and other
authorizations that are required in connection with the ownership or leasing and
the operation of the properties and the conduct of the business of Protein have
been obtained or applied for.

       2.1(l)  Insurance.  For the current policy year, Protein carries or
causes to be carried insurance coverage against such casualties, risks and
contingencies, and in such amounts, types and forms, as determined to be prudent
by Zapata and Protein.  All of the foregoing insurance policies are in full
force and effect and all premiums heretofore billed and due have been paid.
Zapata has not received any notification of the cancellation of any of such
policies or to the effect that any such policies will not be renewed.  Set forth
in Schedule 2.1(l) is a list of all insurance policies maintained by or covering
Protein or any of the Subsidiaries for the current year.  Zapata has furnished
Buyer a true and correct copy of each of the insurance policies listed on
Schedule 2.1(l).  To the extent that any insurance policy of, or any risk
retention program provided or guaranteed by, Zapata or any of its subsidiaries
(other than Protein and the Subsidiaries) provides coverage for any property or
assets of Protein or any of the Subsidiaries, such policy, program or coverage
may be terminated at any time after the Closing Date; provided, however, that
Zapata agrees to use its reasonable best efforts to maintain such policies,
programs or coverages (or policies of substantially the same nature) in full
force and effect at all times until their normal expiration dates, provided,
however, that Protein must pay its pro rata share of all costs, fees and
premiums related thereto.  At Closing, Protein's pro rata share of premiums
prepaid by Zapata shall be repaid to Zapata, unless such prepayments shall have
been repaid to Zapata as an adjustment to the Purchase Price pursuant to the
provisions of Section 1.3 hereof.  All premiums due and payable after the
Closing Date shall be paid by Protein directly to Minet Insurance Services, Inc.
of Texas in accordance with Schedule 2.1(l) or to Zapata within ten (10) days
after receipt by Protein of a request for payment thereof by Zapata.  With
respect to the insurance policies and programs maintained by Zapata after

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