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of a breach or threatened breach of any of the provisions of this Section
3.2(c), Zapata shall be entitled to immediate and temporary injunctive relief,
as any such breach would cause Zapata irreparable injury for which it would have
no adequate remedy at law. Nothing herein shall be construed so as to prohibit
Zapata from pursuing any other remedies available to it for any such breach or
threatened breach.  Buyer agrees to indemnify and hold harmless Zapata and its
affiliates from any and all damages, losses, costs and expenses (including
reasonable attorneys' fees) incurred by Zapata or any of its affiliates due to
any use of such name or marks by Buyer or any of its affiliates, including
Protein or any of the Subsidiaries at any time after the Closing Date.

       3.2(d)  Employee Benefit Matters.  Effective as of the Closing Date, each
of Protein and the Subsidiaries shall withdraw and terminate its participation
in any employee benefit plan (as defined in Section 3(3) of ERISA) or any other
benefit plan or program sponsored or maintained by Zapata (each a "Zapata Plan")
in which employees of Protein or any of the Subsidiaries participate.  Benefits
accrued and claims incurred by Protein employees with respect to any Zapata Plan
prior to the Closing Date, whether such claims are reported or unreported as of
the Closing Date (including claims incurred as a result of hospitalization at
the Closing Date), shall be the responsibility of Buyer.  No changes shall be
made to or any funds withdrawn by or reverted to Zapata from the Zapata Haynie
Corporation Profit Sharing/Savings Plan and Pension Plan prior to and through
the time of Closing.  For a period of at least eighteen (18) months after the
Closing Date, Buyer shall provide medical and dental benefits for Protein
employees under one of Protein's existing plans or a new plan for similarly
situated employees with medical and dental benefits not less favorable as to
both conditions covered and amounts of coverage and cost of coverage as provided
to Protein employees on the date of this Agreement and any pre-existing
condition restrictions under Buyer's medical plan for the Protein employees will
be waived.

       3.2(e)  Preservation of Books and Records.  For a period of seven (7)
years after the Closing Date, Buyer will (i) preserve and retain the corporate,
accounting, legal, auditing and other books and records of Protein and the
Subsidiaries (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 Protein and its
subsidiaries prior to the Closing Date) and (ii) make such books and records
available at the then current administrative headquarters of Protein to Zapata,
and its officers, employees and agents, upon reasonable notice and at reasonable
times, it being understood that Zapata shall be entitled to make copies of any
such books and records as it shall deem necessary.  Buyer agrees to permit
representatives of Zapata to meet with employees of Buyer, Protein or its
subsidiaries on a mutually convenient basis in order to enable Zapata to obtain
additional information and explanations of any materials provided pursuant to
this Section 3.2(e).

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