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terminable or cancelable within sixty (60) days of the date hereof; or (vii) any
other lease, agreement, contract or commitment that, to the knowledge of Zapata,
is material to the business and operations of Protein and the Subsidiaries taken
as a whole.  True and correct copies of the documents listed on Schedule 2.1(n)
have been made available to Buyer.  To the best knowledge of Zapata, except as
set forth in Schedule 2.1(n), there is no material breach or default (which has
not been cured or waived) by Protein or any of the Subsidiaries or, to the best
knowledge of Zapata, by any other party to any lease, agreement, contract or
commitment listed on Schedule 2.1(n) to which Protein is a party, or by which
Protein or any of its property is bound, and, to the best knowledge of Zapata,
no event has occurred which, with notice or lapse of time or both, would
constitute such a breach or default.

       2.1(o)  Employee Benefit Plans.

               (1) Schedule 2.1(o) sets forth a list, which is complete,
       accurate and correct, of all bonus, deferred compensation, medical, stock
       purchase, stock option, insurance, severance, employee welfare, pension,
       profit sharing, retirement and other employee benefit plans, funds,
       programs or arrangements currently in effect which have been maintained,
       established or contributed to by Protein or any of the Subsidiaries or
       with respect to any of their respective employees (collectively, the
       "Plans").  Zapata has delivered to Buyer true, correct and complete
       copies of the plan documents (including trust, investment management or
       custodial agreements and insurance policies or contracts) relating to the
       Plans.

               (2) Schedule 2.1(o) also identifies each Plan which constitutes
       (i) an "employee pension benefit plan" ("Pension Plan"), as such term is
       defined in Section 3(2) of the Employee Retirement Income Security Act of
       1974, as amended ("ERISA"), (ii) an "employee welfare benefit plan"
       ("Welfare Plan"), as such term is defined in Section 3(1) of ERISA, or
       (iii) a "multiemployer plan" ("Multiemployer Plan"), as such term is
       defined in Section 4001 of ERISA.  Each Pension Plan which is intended to
       be qualified under Section 401(a) of the Internal Revenue Code of 1986,
       as amended (the "Code") has received a favorable determination letter
       from the Internal Revenue Service (the "IRS"); to the best knowledge of
       Zapata, nothing has occurred which has resulted or is likely to result in
       the revocation of such qualification; and Zapata has delivered to Buyer a
       copy of the most recent determination letter for each Pension Plan.  Each
       Pension and Welfare Plan has been administered in all material respects
       in accordance with ERISA, and Zapata has delivered to Buyer true, correct
       and complete copies of the most recent IRS Form 5500 Series filing for
       each Pension or Welfare Plan and each Pension Plan's most recent annual
       actuarial valuation report and certified financial audit, both of which
       to the best knowledge of Zapata have been prepared accurately and in
       accordance with standard and reasonable actuarial assumptions and
       generally accepted accounting principles.

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