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

       4.2(e)  Opinion of Buyer's Counsel.  Buyer shall have delivered to Zapata
the opinion of Chamberlain, Hrdlicka, White, Williams & Martin, dated as of the
Closing, which opinion shall be addressed to Zapata and shall be in the form
attached as Schedule 4.2(e) hereto.

                                   5. CLOSING

5.1  CLOSING

       The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at Zapata's principal executive offices at One
Riverway, Suite 2100, Houston, Texas 77056, 9:00 a.m. local time, on February
28, 1995, or at such other place, date or time as the parties may agree.  The
date upon which the Closing occurs is called the "Closing Date."

                               6. INDEMNIFICATION

6.1  OBLIGATION OF ZAPATA TO INDEMNIFY

               (1) Subject to the limitations contained in this Section 6.1,
       Zapata agrees to hold harmless, indemnify, and defend Buyer (and each of
       its directors, officers, employees and affiliates) from and against any
       and all losses, liabilities, damages, deficiencies, costs or expenses
       suffered, incurred or paid ("Losses" or "Loss," as the case may be) based
       upon, arising out of or otherwise in respect of any inaccuracy in or
       breach of any representation, warranty or covenant of Zapata contained in
       this Agreement (other than any representation or warranty which has
       expired in accordance with Section 2.1(u)).  Zapata's obligations to
       indemnify shall be subject to the following qualifications:

                     (a) Zapata shall not be obligated to indemnify or defend
           Buyer for the first Five Thousand Dollars ($5,000.00) (the "Threshold
           Amount") of each individual Loss arising out of any single event
           condition, third-party claim or demand (each such Loss for the
           purpose of this subsection being referred to as a "Claim" or, in the
           aggregate, "Claims").  The Threshold Amount is not intended to imply
           a standard of materiality for purposes of the representations and
           warranties contained in this Agreement.  A Claim shall not be deemed
           individual, but shall be aggregated for the purposes of this
           Agreement with another Claim or Claims, if all such Claims are
           related.  Claims will not be deemed to be related unless: (i) they
           are shown to be the proximate result of the same specific act,
           omission or event

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