<PAGE>
 
       result in any material claim being made under, by or on behalf of any
       Pension or Welfare Plan.

               (6) As of October, 1993, the current value of the assets of each
       Pension Plan which is subject to Title IV of ERISA exceeded the
       accumulated benefit obligations of all participants and beneficiaries in
       such Plan when such benefits were determined under the Financial
       Accounting Standards Board's Statement of Financial Accounting Standards
       No. 87.

               (7) Except as disclosed on Schedule 2.1(o), neither Zapata,
       Protein nor any of the Subsidiaries has (i) any material liability for
       unfunded retiree medical plans, or (ii) any material liability related to
       a failure to satisfy the group health plan continuation requirements
       under Section 4980B of the Code and Section 601 et seq. of ERISA.

       2.1(p)  Intellectual Property.  Attached hereto as Schedule 2.1(p) is a
list of all trademarks, trademark registrations, trademark registration
applications and trade names which either Protein or any of the Subsidiaries
owns or uses and each license agreement in respect of such intellectual property
that is utilized in the operation of the business of either Protein or any of
the Subsidiaries under which either Protein or any of the Subsidiaries is either
licensor or licensee.

       2.1(q)  Absence of Undisclosed Liabilities.  Except as set forth in the
Financial Statements and except for liabilities and obligations arising under
contracts, claims, proceedings and other matters identified in any schedule
delivered or to be delivered to Buyer pursuant to this Agreement, to the best
knowledge of Zapata, neither Protein nor any of the Subsidiaries has, and none
of the assets or properties of either Protein or any of the Subsidiaries is
subject to, any liabilities (accrued, absolute, contingent or otherwise) which,
net of insurance proceeds, exceed, in the aggregate, the liabilities reflected
in the Financial Statements, whether or not such liabilities are normally shown
or reflected on a balance sheet prepared in a manner consistent with generally
accepted accounting principles, other than obligations under operating leases
and Federal income taxes in respect of the operations of Protein or any of the
Subsidiaries since September 30, 1994.  Except as reflected in the Financial
Statements, neither Protein nor any of the Subsidiaries is in default in respect
of any term or condition of any material indebtedness or liability.  There are
no facts in existence on the date hereof which, to the knowledge of Zapata, are
expected to create or result in any liabilities or obligations of Protein or any
of the Subsidiaries not contemplated by Section 3.1(b) of this Agreement or in
the schedules delivered by Zapata to Buyer pursuant to this Agreement.

       2.1(r)  Questionable Payments.  To the best knowledge of Zapata, neither
Protein nor any of the Subsidiaries nor any employee, agent or representative
thereof has made, directly or indirectly, any bribes, kickbacks, illegal
payments, political contributions with corporate funds, payments from corporate
funds not recorded on the appropriate books

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