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       2.2(b)  Execution of Agreement.  The execution and delivery of this
Agreement by Buyer do not and the consummation of the transactions contemplated
hereby by Buyer will not violate, result in any conflict with, breach or
violation of, or creation of lien or default under any provision of the Articles
of Incorporation or bylaws of Buyer or with any judgment, order, injunction,
decree, award or any statute, rule, regulation judicial or governmental decree,
order or judgment applicable to Buyer or any mortgage, indenture, borrowing
agreement or other arrangement or instrument to which Buyer is a party or to
which any of its properties is subject.  Buyer has the full corporate power,
authority and legal right to enter into this Agreement and to consummate the
transactions contemplated hereby, and the execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action by
Buyer.

       2.2(c)  Consents.  No authorizations, approvals, or consents, that have
not previously been obtained, of any governmental department, commission,
bureau, agency or other public body or authority are required for consummation
of the transactions contemplated by this Agreement except such consents as may
be necessary under the Title XI Financing.  Without limiting the generality of
the foregoing, no filing under the HSR Act is required for consummation of the
transactions contemplated hereby.

       2.2(d)  Articles of Incorporation and Bylaws.  Buyer has delivered to
Zapata true and complete copies of its Articles of Incorporation and Bylaws.
There are no dissolution, liquidation, or bankruptcy proceedings pending,
contemplated by or, to the best knowledge of Buyer, threatened against Buyer.

       2.2(e)  Financing.  Buyer has secured sufficient financing, or otherwise
has sufficient funds available, to permit it to pay the total purchase price set
forth in Section 1.2.

       2.2(f)  Investment Representation.  The Shares are being acquired by
Buyer for its own account and without a view to the sale or distribution
thereof.  Buyer acknowledges that it has been provided with such information as
it deems necessary to enable it to fully evaluate the merits and risks of an
investment in Protein and that it is able to bear the economic risk of the
investment.  Buyer acknowledges that any subsequent disposition of the Shares
(which is not now contemplated) must be made in compliance with the applicable
federal and state securities laws.

       2.2(g)  Disclaimer of Warranties.  EXCEPT AS OTHERWISE PROVIDED HEREIN,
BUYER ACKNOWLEDGES THAT ZAPATA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO ANYONE,
AS TO PROTEIN, THE BUSINESS IT CONDUCTS OR THE ASSETS IT OWNS. BUYER AFFIRMS
THAT IT HAS INDEPENDENTLY, AND IN ITS SOLE JUDGMENT, SELECTED THE SHARES FOR
PURCHASE AND HAS NOT RELIED UPON ANY STATEMENT OR REPRESENTATION OF ZAPATA
EXCEPT AS CONTAINED IN THIS AGREEMENT IN DECIDING TO PURCHASE THE SHARES.

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