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               (7) Cause Protein to use its reasonable best efforts to preserve
       its business organization intact and to keep available the services of
       its present officers, directors and employees and to preserve the
       goodwill of its suppliers, customers and others having business relations
       with it;

               (8) Not permit Protein to purchase or lease any real property;

               (9) Not permit Protein to change any of its basic policies and
       practices with respect to any material aspect of its business or
       operations;

               (10) Give, and cause Protein to give, Buyer's representatives
       reasonable access during normal business hours to all of Protein's
       assets, books, records, agreements and commitments, and furnish Buyers
       representative during such period with all such information concerning
       Protein's affairs as Buyer may reasonably request.  Buyer shall hold, and
       shall cause its representatives to hold, all such information and
       documents in accordance with, and subject to the terms of, the
       confidentiality agreement referred to in Section 9.3;

               (11) Use its best efforts, and cause Protein to use its best
       efforts, to do and perform all things to be done and performed under this
       Agreement by or on behalf of Zapata and to satisfy all conditions
       precedent to the Closing;

               (12) Not permit Protein to sell, discount or, except in the
       ordinary course of business, compromise any of its notes or accounts
       receivable.

       3.1(c)  Preservation of Books and Records.  For a period of two (2) years
after the Closing Date, Zapata will (i) preserve and retain the corporate,
accounting, legal, auditing and other books and records of Zapata (including,
but not limited to, any documents relating to any governmental or non-
governmental actions, suits, proceedings or investigations arising out of the
conduct of the business and operations of Zapata and its subsidiaries prior to
the Closing Date) which specifically relate to or affect Protein and (ii) make
such books and records available at the then current administrative headquarters
of Zapata to Buyer, and its officers, employees and agents, upon reasonable
notice and at reasonable times, it being understood that Buyer shall be entitled
to make copies of any such books and records as it shall deem necessary.  Zapata
agrees to permit representatives of Buyer to meet with employees of Zapata or
its subsidiaries on a mutually convenient basis in order to enable Buyer to
obtain additional information and explanations of any materials provided
pursuant to this Section 3.1(c).

       3.1(d)  Certain Post-Closing Assistance by Zapata.  Zapata agrees to
cause the appropriate personnel at Zapata to assist Buyer in the prosecution or
defense of any claims and litigation (including counterclaims filed by Buyer)
for which Buyer has indemnified Zapata hereunder.  Such services shall be
rendered by Zapata to Buyer at no cost and expense to Buyer except that Buyer
shall reimburse Zapata for any reasonable out-of-pocket

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