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the Closing Date as described above, Zapata shall have no liability to Protein
or any of the Subsidiaries for any coverage deficiency, or any costs, expenses
or liabilities arising therefrom, which occur as a result of any claim which
arises out of an incident occurring after September 30, 1994.  To the extent
that the policy limits under any insurance policy shared between Zapata and
Protein hereunder are exceeded, the coverage under such policy shall be
allocated among the parties on the same pro rata basis as the premiums for such
policy were allocated hereunder.  Once the policy limits have been exceeded, the
party that has used more than its allocated share of coverage shall have the
obligation to reimburse the other party, up to the amount of such excess use,
for all amounts that otherwise would have been payable to such other party under
the policy, but for the shortfall.  The limits of coverage under each insurance
policy providing coverage for Protein or any of the Subsidiaries are adequate
for payment of all claims thereunder which have been or are expected to be made
prior to the Closing Date or adequate provision for such claims has been or will
be made in the Financial Statements.

       2.1(m)  Properties.  Protein and each of the Subsidiaries has good and
marketable title, subject to all matters of record and/or visible on the ground,
to all of its properties and assets, as listed on Schedule 2.1(m), free and
clear of all liens, security interests and encumbrances, except as set forth in
the Financial Statements or as otherwise disclosed in Schedule 2.l(m) and except
for such liens, security interests and encumbrances as may have arisen in the
ordinary course of business as a matter of law and, with respect to the real
property of Protein and its Subsidiaries, such imperfections in title as may
exist that do not have any material adverse effect on the ability of Protein and
the Subsidiaries to use such real properties in a manner consistent with past
practice.  The plants, structures, leasehold improvements, equipment, furniture
and other tangible assets owned or leased by Protein and the Subsidiaries
comprise all of the fixed tangible assets necessary for the operation of the
businesses of Protein and the Subsidiaries, taken as a whole, in accordance with
their current methods of operation and such assets, considered in the aggregate,
are in satisfactory operating condition and repair, subject only to ordinary
wear and tear.  EXCEPT AS SET FORTH HEREIN, ZAPATA EXPRESSLY DISCLAIMS ANY
WARRANTY AS TO THE CONDITION OF ANY ASSETS OR PROPERTIES OF PROTEIN INCLUDING
ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY AND ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

       2.1(n)  Contracts and Other Agreements.  Except for contracts and
documents listed in Schedule 2.1(n), to the best knowledge of Zapata, neither
Protein nor any of the Subsidiaries is a party to or bound by any written or
oral (i) contract not made in the ordinary course of business; (ii) employment
contract; (iii) lease with respect to any property, real or personal, whether as
lessor or lessee requiring total lease payments within any twelve (12) month
period in excess of $25,000; (iv) contract for the future purchase or sale of
materials, supplies or equipment involving total payments within any twelve (12)
month period in excess of $100,000; (v) contract or commitment for any capital
expenditure in excess of $100,000; (vi) contract involving total payments in
excess of $25,000 that is not

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