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       3.2(f)  Certain Post-Closing Assistance by Protein.

(1)  Buyer agrees to cause the appropriate personnel at Protein, at no cost or
     expense to Zapata, to prepare all accounting and related reports for
     Protein for periods up to the Closing Date which are required by Zapata in
     connection with Zapata's preparation and filing of various financial, tax
     and accounting reports.

(2)  Buyer agrees to cause the appropriate personnel at Protein to assist Zapata
     in the prosecution or defense of any claims and litigation (including
     counterclaims filed by Zapata) for which Zapata has indemnified Buyer
     hereunder. Such services shall be rendered by Protein to Zapata at no cost
     and expense to Zapata except that Zapata shall reimburse Protein for any
     reasonable out-of-pocket travel and similar expenses incurred by the
     personnel of Protein in performing these functions. Buyer agrees to
     promptly pay to Zapata (or cause Protein to promptly pay to Zapata) upon
     receipt by Buyer or Protein of any amount collected by Protein or Buyer in
     connection with any action, suit or proceeding for which Zapata has agreed
     to indemnify Buyer under Section 6.1.

       3.2(g)  Public Announcements.  Subject to applicable securities law or
stock exchange requirements, at all times until the Closing Date, Buyer will
promptly advise, and obtain the approval of, Zapata before issuing, or
permitting any of Buyer's directors, officers, employees, agents or subsidiaries
to issue any press release with respect to this Agreement or the transactions
contemplated hereby.

                       4. CONDITIONS PRECEDENT TO CLOSING

4.1  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

       The obligations of Buyer under this Agreement shall be subject to the
fulfillment of each and all of the following conditions at or before the Closing
(unless an earlier time is specified in this Agreement, in which case on or
before such earlier time), any of which may be waived by Buyer.

       4.1(a)  Representations and Warranties.  Each of the representations,
warranties and statements made by Zapata contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date to the
same extent and with the same effect as if made on and as of that date.

        4.1(b)  Performance by Zapata.  Zapata shall have performed and complied
in all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by it on or before the Closing
(unless an earlier time is specified in this Agreement in which case on or
before such earlier time).

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