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8.3  TAX ELECTION.  All material elections with respect to taxes affecting
Protein as of the date hereof are set forth in Schedule 8.3.  After the date
hereof, no election with respect to taxes affecting Protein will be made without
the written consent of Buyer.

8.4  ELECTION UNDER SECTION 338(h)(10).  Buyer shall have the option to make the
election prescribed by Section 338(g) of the Code (and any comparable election
under state, local or foreign tax law) with respect to Protein.  Upon Buyer's
written request to Zapata, Buyer and Zapata shall 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 the acquisition of Protein by Buyer.  Buyer and
Zapata shall cooperate fully with each other in the making of such election.  In
particular, and not by way of limitation, in order to effect such election, on
or prior to the Closing Date, Buyer and Zapata shall jointly execute necessary
copies of Internal Revenue Service Form 8023 and all attachments required to be
filed therewith pursuant to applicable Treasury regulations.

8.5  PURCHASE PRICE ALLOCATION.  If an election is made under Section 338 of the
Code, the Purchase Price shall be allocated among the purchased assets in the
manner required by Section 338 of the Code and the Treasury Regulations
promulgated thereunder.  If such an election is made, the allocation of the fair
market values of the purchased assets shall be set forth in Schedule 8.5, which
shall be attached hereto at Closing, and both Zapata and Buyer agree to file
returns in a manner consistent therewith.

                                9. MISCELLANEOUS

9.1  EXPENSES

       Each of the parties hereto agrees to pay all of its own expenses
(including without limitation fees of attorneys and accountants) incurred in
connection with this Agreement, the transactions contemplated hereby, the
negotiations leading to the same and the preparations made for carrying the same
into effect, whether or not the transactions contemplated hereby are
consummated.

9.2  NOTICES

       Any notice, request, instruction or other document deemed by either of
the parties to be necessary or desirable to be given to the other party shall be
in writing and shall be deemed to have been given at the time when mailed by
registered or certified mail, return receipt requested, or when delivered in
person or upon receipt of confirmation of receipt of a telegram or facsimile
transmission by the intended party, at the following addresses:

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