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           or (ii) they are shown to be the proximate result of intentional
           repetition of the same specific act or omission by the same person,
           or by a group of persons who intentionally have acted in concert; and

                     (b) Subject to Section 6.1(1)(a) Zapata shall be obligated
           to indemnify Buyer fully and completely for all Losses in excess of
           the Threshold Amount only to the extent they exceed Two Hundred Fifty
           Thousand Dollars ($250,000.00).

               (2) Zapata's indemnification obligations pursuant to this Section
       6.1 shall be limited to an aggregate amount equal to Five Million Dollars
       ($5,000,000.00) (for all Losses except Losses arising from any breach of
       the representations and warranties in Section 2.1(i)).  There shall be no
       limit on Zapata's indemnification obligations for Losses arising from any
       breach of the representations and warranties in Section 2.1(i).

               (3) ln determining the amount of any loss, liability or expense
       for which Buyer is entitled to indemnification under this Agreement (i)
       the gross amount thereof will be reduced by any correlative federal tax
       benefit and by insurance proceeds realized or to be realized by Buyer (or
       by Protein or any Subsidiary of Protein) and (ii) no amount shall be
       included for Buyer's special or consequential damages.

6.2  OBLIGATION OF BUYER TO INDEMNIFY

       Buyer agrees to hold harmless, indemnify and defend Zapata (and each of
its directors, officers, employees and affiliates) from and against any Losses
based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty or covenant of Buyer contained in this
Agreement.  Buyer's indemnification obligations pursuant to this Section 6.2
shall be limited to an amount equal to Five Million Dollars ($5,000,000.00) (for
all Losses except Losses arising from any breach of the representations and
warranties in Sections 2.2(a) and 2.2(c)).  There shall be no limit on Buyer's
indemnification obligations for Losses arising from any breach of the
representations and warranties in Sections 2.2(a) and 2.2(c).

6.3  INDEMNIFICATION PROCEDURE

       6.3(a)  Notice. Promptly after any party hereto claiming indemnification
under this Agreement (hereinafter the "Indemnified Party") has notice of or
knowledge of the occurrence of any event which the Indemnified Party asserts is
an indemnifiable claim or promptly, but in no event more than ten (10) business
days, after the commencement of any action, claim, or proceeding commenced
against the Indemnified Party by a third party that might result in any claim
for indemnity pursuant to this Agreement (hereinafter referred to as a "Third
Party Claim"), the Indemnified Party shall notify the party obligated to provide

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