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7.2  EFFECT OF TERMINATION

       The following provisions shall apply in the event of a termination of
this Agreement:

               (1) If this Agreement is terminated by Zapata or by Buyer as
       permitted under Section 7.1 hereof and not as the result of the negligent
       or willful failure of any party to perform its obligations hereunder,
       such termination shall be without liability to any party to this
       Agreement or any stockholder, director, officer, employee, agent or
       representative of such party.

               (2) If this Agreement is terminated as a result of the negligent
       or willful failure of Buyer to perform its obligations hereunder, Buyer
       shall be fully liable for any and all damages (other than special,
       consequential or punitive damages) sustained or incurred by Zapata.

               (3) If this Agreement is terminated as a result of the negligent
       or willful failure of Zapata to perform its obligations hereunder, Zapata
       shall be fully liable for any and all damages (other than special,
       consequential or punitive damages) sustained or incurred by Buyer.

               (4) Zapata and Buyer hereby agree that the provisions of Section
       9.1 and this Section 7.2 shall survive any termination of this Agreement.
       Any such termination shall not affect the confidentiality agreement
       referred to in Section 9.3.  In the event of any such termination, each
       party promptly will destroy or, if requested, redeliver to the other
       party all documents, work papers and other materials furnished by such
       party relating to the transaction contemplated hereby (including all
       copies made thereof), and all confidential information received by any
       party, or any employee or agent of any party, concerning the other party
       shall be treated in accordance with the confidentiality obligations.

                                 8. TAX MATTERS

8.1  TAX SEPARATION AND INDEMNIFICATION AGREEMENT.

       At the Closing, Zapata and Buyer each shall execute and deliver to the
other the Tax Separation and Indemnification Agreement in the form set forth as
Schedule 8.1 hereto.

8.2  ELIGIBILITY UNDER SECTION 338(h)(10).  Zapata represents that it filed a
consolidated federal income tax return with Protein for the taxable year
immediately preceding the current taxable year and that Zapata is eligible to
make an election under Section 338(h)(10) of the Code (and any comparable
election under state, local or foreign tax law) with respect to Protein.

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