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       4.1(c)  Closing Certificate.  Buyer shall have received a certificate,
dated the Closing Date, of Zapata signed by a Vice President of Zapata,
certifying as to the matters specified in Sections 4.1(a) and 4.1(b).

       4.l(d)  Regulatory Approvals and Consent.  There shall have been obtained
by Buyer, Zapata and Protein all material consents, approvals, authorizations,
permits and orders referred to in this Agreement.

       4.1(e)  Opinion of Zapata's Counsel.  Zapata shall have delivered to
Buyer the opinions of Joseph L. von Rosenberg III, Vice President and General
Counsel of Zapata, dated as of the Closing Date, which opinion shall be
addressed to Buyer and shall be in the form attached as Schedule 4.1(e) hereto.

       4.1(f)  Contribution of Assets.  Zapata shall have contributed all right,
title and interest in and to the assets described in Schedule 4.1(f) hereto.


       4.1(g)  Pension Plan.  Zapata shall have furnished evidence, reasonably
satisfactory to Buyer, that the current value, as of October 1, 1994, of each
Pension Plan which is subject to Title IV of ERISA exceeds the present value of
the accrued benefits of all participants and beneficiaries in such Plan when
such benefits are valued on a termination basis using the PBGC interest and
other assumptions.

4.2  CONDITIONS PRECEDENT TO OBLIGATIONS OF ZAPATA

       The obligations of Zapata 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 specified time), any of which may be waived by Zapata.

       4.2(a)  Representations and Warranties.  Each of the representations,
warranties and statements made by Buyer 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.

       4.2(b)  Performance by Buyer.  Buyer 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 specified time).

       4.2(c)  Closing Certificate.  Zapata shall have received a certificate,
dated the Closing Date, of Buyer signed by an executive officer of Buyer
certifying as to the matters specified in Sections 4.2(a) and 4.2(b).

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