OMEGA PROTEIN CORP
S-1/A, 1998-04-01
FISHING, HUNTING AND TRAPPING
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<PAGE>
 


<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
    
 
                                                      REGISTRATION NO. 333-44967
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 2
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
    
                            ------------------------
 
                           OMEGA PROTEIN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
   
<TABLE>
<S>                                         <C>                                         <C>
                  NEVADA                                       0912                                     76-0562134
       (STATE OR OTHER JURISDICTION                (PRIMARY STANDARD INDUSTRIAL                      (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)              CLASSIFICATION CODE NUMBER)                     IDENTIFICATION NO.)
</TABLE>
    
 
                        1717 ST. JAMES PLACE, SUITE 550
                              HOUSTON, TEXAS 77056
                                 (713) 940-6100
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                          JOSEPH L. VON ROSENBERG III
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                           OMEGA PROTEIN CORPORATION
                        1717 ST. JAMES PLACE, SUITE 550
                              HOUSTON, TEXAS 77056
                                 (713) 940-6100
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
 
<TABLE>
<S>                                                             <C>
                    GORDON E. FORTH, ESQ.                                              NEIL GOLD, ESQ.
         WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP                             FULBRIGHT & JAWORSKI L.L.P.
                      44 EXCHANGE STREET                                               666 FIFTH AVENUE
                  ROCHESTER, NEW YORK 14614                                        NEW YORK, NEW YORK 10103
</TABLE>
 
                            ------------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the Registration Statement becomes
effective.
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement for the same offering. [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
 
     If delivery of a prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
                            ------------------------
 
   
                        CALCULATION OF REGISTRATION FEE
    
 
   
<TABLE>
<CAPTION>
                                                                                      PROPOSED               AMOUNT OF
                      TITLE OF EACH CLASS OF SECURITIES                           MAXIMUM AGGREGATE        REGISTRATION
                               TO BE REGISTERED                                   OFFERING PRICE(1)           FEE(2)
<S>                                                                             <C>                    <C>
Common Stock, par value $.01 per share........................................      $147,200,000              $43,424
</TABLE>
    
 
   
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(a).
    
   
(2) A registration fee of $32,568 was previously paid at the time of the filing
    of the Registrant's Form S-1 on January 27, 1997 (SEC File No. 333-44967).
    
                            ------------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
________________________________________________________________________________
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
   
                 SUBJECT TO COMPLETION -- DATED APRIL 1, 1998
    
 
PROSPECTUS
- --------------------------------------------------------------------------------
 
   
                                8,000,000 Shares
                                     [Logo]
 
                                  Common Stock
- --------------------------------------------------------------------------------
    
 
   
Of the 8,000,000 shares of common stock, par value $.01 per share (the 'Common
Stock'), offered hereby, 4,000,000 shares are being sold by Omega Protein
Corporation (the 'Company'), which, prior to this offering (the 'Offering'), was
a wholly-owned subsidiary of Zapata Corporation ('Zapata' or the 'Selling
Stockholder') and 4,000,000 shares are being offered by the Selling Stockholder.
The Company will not receive any proceeds from the sale of shares of Common
Stock being sold by the Selling Stockholder. See 'Principal and Selling
Stockholders.'
    
 
   
Prior to the Offering, there has been no public market for the Common Stock. It
is currently anticipated that the initial public offering price will be between
$14 and $16 per share. See 'Underwriting' for a discussion of the factors to be
considered in determining the initial public offering price. The Common Stock
has been authorized for listing on the New York Stock Exchange ('NYSE') under
the symbol 'OME.'
    
 
   
Zapata will own 66.2% of the Common Stock outstanding after the Offering (62.1%
if the Underwriters' over-allotment options are exercised in full) and, as a
result, will have the ability to control the outcome of all matters submitted to
a vote of the Company's stockholders, including the election of directors. See
'Principal and Selling Stockholders.'
    
 
SEE 'RISK FACTORS' ON PAGES 6 TO 10 FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
       REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<TABLE>
<CAPTION>
                                                     Underwriting                                   Proceeds to
                                Price to             Discounts and           Proceeds to              Selling
                                 Public             Commissions(1)           Company(2)           Stockholder(2)
<S>                       <C>                    <C>                    <C>                    <C>
Per Share...............            $                      $                      $                      $
Total(3)................            $                      $                      $                      $
</TABLE>
 
(1) The Company and the Selling Stockholder have agreed to indemnify the several
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended. See 'Underwriting.'
 
   
(2) Before deducting expenses payable by the Company, estimated to be $500,000,
    and expenses payable by the Selling Stockholder, estimated to be $500,000.
    
 
   
(3) The Company and the Selling Stockholder have granted the Underwriters 30-day
    over-allotment options to purchase, in the aggregate, up to 1,200,000
    additional shares of Common Stock on the same terms and conditions as set
    forth above. If all such additional shares are purchased by the
    Underwriters, the total Price to Public will be $         , the total
    Underwriting Discounts and Commissions will be $           , the total
    Proceeds to Company will be $            and the total Proceeds to Selling
    Stockholder will be $            . See 'Underwriting.'
    
- --------------------------------------------------------------------------------
 
The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Stockholder and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters will be
made through the facilities of the Depository Trust Company, New York, New York
on or about                , 1998.
 
PRUDENTIAL SECURITIES INCORPORATED                      DEUTSCHE MORGAN GRENFELL
 
   
April   , 1998
    
<PAGE>
<PAGE>
                                   [PHOTO]
                        
                    Menhaden, the Company's raw material.

                                   [PHOTO]

                       One of the Company's 66 steamers.

                                    [MAP] 

                       Location of the Company's operations


CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
PURCHASES OF THE COMMON STOCK TO STABILIZE ITS MARKET PRICE, PURCHASES OF THE
COMMON STOCK TO COVER SOME OR ALL OF A SHORT POSITION IN THE COMMON STOCK
MAINTAINED BY THE UNDERWRITERS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITING.'
<PAGE>
<PAGE>
                               PROSPECTUS SUMMARY
 
   
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus and information under 'Risk Factors.' All
references to the Common Stock in this Prospectus reflect the 19,676-for-one
stock conversion effected in the Company's January 26, 1998 reincorporation
merger effected with Marine Genetics, Inc. Unless otherwise indicated, (i) all
information in this Prospectus assumes that the Underwriters' over-allotment
options will not be exercised, (ii) all references in this Prospectus to the
'Company' mean Omega Protein Corporation and its consolidated subsidiaries,
(iii) all references to a 'Fiscal' year refer to the 12 month period ended
September 30 of such year and (iv) all references to tons with respect to fish
catch, fish meal and fish solubles are to short tons and all references to tons
with respect to oil are to metric tons.
    
 
                                  THE COMPANY
 
     Omega Protein Corporation is the largest U.S. producer of protein-rich meal
and oil derived from marine sources. The Company markets a variety of products
derived from menhaden, a fish found in commercial quantities in coastal waters
off the U.S. mid-Atlantic and Gulf coasts. These products include regular grade
and value-added specialty fish meals, crude and refined fish oils and fish
solubles. The Company's fish meal products are used as protein additives by
animal feed manufacturers and by commercial livestock and poultry farmers. Fish
meal derived from menhaden generally possesses a higher protein content and a
superior amino acid profile than other fish meal produced in the U.S. The
Company's fish oil is used in hydrogenated form by European commercial food
processors in margarine and other shortenings. Due to its content of
nutritionally important omega-3 fatty acids, the oil is also used in Europe in
non-hydrogenated form as a nutritional supplement in foods such as bread, soup
and beverages. In its crude form, the Company's fish oil is used in aquaculture
feeds and certain industrial applications. Fish solubles are sold as protein
additives for animal feed and as organic fertilizers.
 
     The Company is the largest U.S. harvester and processor of menhaden. The
menhaden catch is processed in one of the Company's five plants (one of which
was recently acquired) located in Virginia, Mississippi and Louisiana. The
Company's processing operations are vertically integrated and include 66 fishing
vessels and 44 spotter aircraft. In Fiscal 1997, the Company processed
approximately 507,358 tons of menhaden (representing approximately 54% of the
total menhaden harvested in the U.S.) into approximately 124,985 tons of fish
meal, 71,562 tons of fish oil and 16,531 tons of fish solubles. During Fiscal
1997, the Company produced approximately 43% of all fish meal and approximately
58% of all fish oil produced in the U.S. See 'Business -- Product Lines' and
' -- Harvesting and Processing.'
 
   
     For Fiscal 1997, the Company reported revenues of $117.6 million and
operating income of $18.2 million. Between Fiscal 1993 and Fiscal 1997 operating
income increased at a compound annual growth rate of 43%. On a pro forma basis
adjusted for the sale of the Company's milling business as of October 1, 1996,
the Company had revenues of $85.6 million and operating income of $18.0 million
in Fiscal 1997. During the first quarter of Fiscal 1998, the Company had
revenues of $29.5 million and operating income of $9.1 million. See 'Pro Forma
Unaudited Consolidated Statement of Operations Data' and 'Management's
Discussion and Analysis of Financial Condition and Results of Operations.' In
early Fiscal 1998, the Company acquired certain operating assets of American
Protein, Inc. and Gulf Protein, Inc., two of the four other remaining menhaden
harvesters. The Company anticipates that these acquisitions will enhance its
harvesting and processing capabilities. See 'Company History and Recent
Transactions.'
    
 
     The feeding practices utilized by certain livestock farmers have become
increasingly complex, requiring specific combinations of proteins, amino acids
and fats to be fed to animals so as to maximize the feed to weight gain ratio
and minimize the overall cost to raise an animal from birth to production. For
example, the Company's fish meal is sold to, among others, (i) dairy feed
manufacturers seeking to increase milk production per cow; (ii) turkey feed and
swine feed manufacturers seeking to improve feed efficiency, increase weight
gain and shorten time to market; and (iii) pet food manufacturers and
aquaculture farmers seeking consistency of texture and taste for their feed. A
growing portion of the Company's meal production is dedicated to higher priced
specialty meals marketed under its Company-owned brands, Sea-Lac and Special
Select. These specialty meals are designed for specific animal feed
applications, are more easily digestible and allow for greater protein
absorption than most other competing protein feed additives. See
'Business -- Industry Overview.'
 
                                       3
 <PAGE>
<PAGE>
     In June 1997, the Food and Drug Administration (the 'FDA') approved the use
of refined (non-hydrogenated) menhaden oil for human consumption in the U.S.
Menhaden oil is the only non-hydrogenated fish oil approved by the FDA for human
consumption. Menhaden oil contains omega-3 fatty acids, which studies have
linked to the prevention and treatment of certain diseases, including
hypertension, cardiovascular disease, cancer and arthritis. The Company believes
that this recent development presents significant domestic market opportunities
for its menhaden oil.
 
   
     The Company's strategy is to continue to enhance its position as the
leading domestic supplier of value-added marine protein products (such as
Special Select and Sea-Lac) and oil products, to become the leading domestic
supplier of omega-3 rich oil for human consumption and to broaden its
international presence. To achieve these objectives, the Company has established
the following strategies: (i) focus on the development of value-added products;
(ii) exploit the U.S. market for omega-3 fatty acids; (iii) maintain its status
as the largest U.S. source of marine-derived protein products and oils; and (iv)
expand its presence in the protein additives industry through future acquisition
of other producers of animal-derived protein products in the U.S. and abroad.
Although the Company is currently evaluating various acquisition opportunities,
as of the date of this Prospectus, the Company has no pending plans, agreements,
understandings, negotiations or arrangements with respect to any material
acquisitions. See 'Business -- Business Strategy.'
    
 
     The Company is a wholly-owned subsidiary of Zapata and is the successor by
merger to the businesses previously conducted by Marine Genetics Corporation
(formerly known as Zapata Protein, Inc.) and its subsidiaries. See 'Company
History and Recent Transactions.' The Company was formed under the laws of the
State of Nevada on January 23, 1998. Its executive offices are located at 1717
St. James Place, Suite 550, Houston, Texas 77056, and its telephone number is
(713) 940-6100.
 
                                  THE OFFERING
 
   
<TABLE>
<S>                                                                                <C>
Common Stock Offered by the Company..............................................  4,000,000 shares
Common Stock Offered by the Selling Stockholder..................................  4,000,000 shares
Common Stock to be Outstanding after the Offering................................  23,676,000 shares (1)
Use of Proceeds by the Company...................................................  To repay indebtedness to Zapata and to a
                                                                                   bank and for general corporate purposes,
                                                                                   including working capital and
                                                                                   acquisitions. See 'Use of Proceeds.'
NYSE Symbol......................................................................  OME
</TABLE>
    
 
- ------------
(1) Excludes options to purchase an aggregate of 4,220,000 shares of Common
    Stock authorized under the Company's 1998 Long-Term Incentive Plan (the
    '1998 Incentive Plan') and the Company's Non-Management Directors Plan
    ('Directors Option Plan'), of which options to purchase 1,657,360 shares of
    Common Stock have been granted at $12.75 per share under the 1998 Incentive
    Plan and options to purchase 582,400 shares of Common Stock have been
    granted at $12.75 per share under the Directors Option Plan. See
    'Management -- Stock Option Plans.'
 
                                  RISK FACTORS
 
     Investors should consider the risk factors involved in connection with an
investment in the Common Stock and the impact to investors from various events
that could adversely affect the Company's business, including, among others, the
Company's dependence on menhaden as its single natural resource, the effect on
the prices for the Company's products caused by worldwide supply and demand
relationships for competing products, government regulations, restrictions on
foreign ownership required for the Company to maintain its fishing licenses in
U.S. jurisdictional waters, risk associated with the Company's attempts to
exploit the domestic market for omega-3 fatty acids, fluctuation of quarterly
results, and control of the Company by Zapata after the Offering. For a more
complete discussion of these and other risk factors affecting the Company and
its business, see 'Risk Factors.'
                            ------------------------
     Special Select'tm' and Sea-Lac'r' are trademarks of the Company.
 
                                       4
 <PAGE>
<PAGE>
                      SUMMARY CONSOLIDATED FINANCIAL DATA
          (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
 
   
<TABLE>
<CAPTION>
                                                     YEAR ENDED SEPTEMBER 30,
                               --------------------------------------------------------------------     THREE MONTHS ENDED
                                                                                    1997                   DECEMBER 31,
                                                                         --------------------------   ----------------------
                               1993(1)   1994(2)      1995     1996(1)     ACTUAL      PRO FORMA(3)     1996        1997(4)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                                                                                                           (UNAUDITED)
<S>                            <C>       <C>        <C>        <C>       <C>           <C>            <C>          <C>
STATEMENT OF OPERATIONS DATA:
  Revenues.................... $58,565   $ 96,614   $ 94,959   $93,609    $ 117,564      $ 85,599      $25,623(5)   $29,503
  Gross Profit................  8,100      (2,142)     9,837   15,194        23,818        23,644        4,817       10,229
  Operating income (loss).....  4,295      (6,896)     5,904   10,504        18,205        18,031        3,792        9,075
  Interest expense............   (818 )      (687)    (1,102)    (995 )        (592)         (527)        (202)        (379)
  Other (expense) income......   (148 )       114        116     (118 )      (1,328)         (791)          (1)         (13)
  Income (loss) before income
    taxes.....................  3,329      (7,469)     4,918    9,391        16,285        16,713        3,589        8,683
  Net income (loss)........... $2,147    $ (5,220)  $  3,250   $5,928     $  10,425      $ 10,703      $ 2,225      $ 5,312
  Net income (loss) per share
    (basic)...................  $0.11      $(0.27)     $0.17    $0.30         $0.53         $0.54        $0.11        $0.27
  Average common shares
    outstanding............... 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
 
  Net income (loss) per share
    (diluted).................  $0.11      $(0.27)     $0.17    $0.30         $0.53         $0.54        $0.11        $0.27
  Average common shares and
    common share equivalents
    outstanding............... 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
SELECTED OPERATING DATA:
  Fish catch (tons)(6)........ 500,088    685,377    512,517   458,917      507,358                     70,082      107,535
  Sales (tons)
    Fish meal:
      Regular grade meal...... 77,896     133,515    108,435   61,494        51,995                      8,483       10,429
      Special Select.......... 27,558      30,568     37,084   38,964        47,217                     11,018       14,053
      Sea-Lac.................  5,127       7,576      7,790    9,379        13,917                      3,147        3,501
    Oil:
      Refined.................  5,392       7,249      8,447    8,814         9,747                      2,665        1,923
      Crude................... 36,659      76,302     79,644   52,257        44,007                     12,300       22,329
    Solubles..................  7,656      15,842     16,879   19,988        18,733                      4,479        3,929
  Average selling price per
    ton:
    Fish meal:
      Regular grade meal...... $  350    $    329   $    329   $  383     $     457                    $   436      $   470
      Special Select..........    445         403        405      495           547                        542          589
      Sea-Lac.................    397         367        370      431           509                        501          528
    Oil:
      Refined................. $  470    $    423   $    448   $  510     $     529                    $   502      $   552
      Crude...................    320         300        321      390           424                        410          539
    Solubles..................    173         162        157      163           191                        173          209
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                                                          DECEMBER 31, 1997
                                                                                                      --------------------------
                                                                                                       ACTUAL     AS ADJUSTED(7)
                                                                                                      --------    --------------
                                                                                                             (UNAUDITED)
 
<S>                                                                                                   <C>         <C>
BALANCE SHEET DATA:
    Working capital................................................................................   $ 36,898       $ 62,460
    Total assets...................................................................................    130,620        150,581
    Total debt.....................................................................................     40,938         10,758
    Stockholders' equity...........................................................................     69,666        124,966
</TABLE>
    
 
- ------------
(1) In August 1993, the Company acquired a 60% equity interest in Venture
    Milling Company, which was involved in the milling of animal feeds and
    protein ingredients for the poultry, hog and dairy industries. In March
    1996, the Company acquired the remaining 40% of Venture Milling Company's
    equity.
(2) Includes a non-recurring charge of $12.3 million related to a write-down of
    the Company's assets to estimated fair value which was computed in
    connection with the Company's contemplated sale in Fiscal 1994.
(3) Gives effect to the September 16, 1997 sale by Venture Milling Company of
    substantially all of its assets as if such sale occurred on October 1, 1996.
    See 'Company History and Recent Transactions' and 'Pro Forma Unaudited
    Consolidated Statement of Operations Data.'
   
(4) In November 1997, the Company acquired certain assets from American Protein,
    Inc. and Gulf Protein, Inc. See 'Company History and Recent Transactions.'
    The Company operated the 10 vessels acquired from American Protein, Inc.
    through the end of the mid-Atlantic coast fishing season. The Company did
    not operate any of the Gulf Protein, Inc. vessels since the 1997 Gulf Coast
    fishing season had ended prior to the closing of that transaction.
    
   
(5) Includes $7.0 million of revenues from the operations of Venture Milling
    Company.
    
   
(6) Fish catch has been converted to short tons using the conversion ratio
    recognized for the menhaden species by the U.S. Department of Commerce
    National Oceanic and Atmospheric Administration, National Marine Fisheries
    Service ('NMFS'). NMFS uses a conversion of 670 pounds per 1,000 fish.
    Pounds are converted into short tons by dividing the total pounds of fish
    catch by 2,000 (the 'NMFS fish catch conversion ratio').
    
   
(7) As adjusted to give effect to the sale by the Company of 4,000,000 shares of
    Common Stock at at an assumed initial public offering price of $15.00 per
    share, the midpoint of the filing range (after deducting underwriting
    discounts and commissions and estimated offering expenses payable by the
    Company), and the application of the estimated net proceeds therefrom,
    including the application of a portion of the $55.3 million in the Company's
    net proceeds to the repayment of $33.3 million of indebtedness to Zapata (of
    which $5.2 million are current maturities of long-term debt) and the
    repayment of $2.1 million of bank indebtedness (of which $442,000 are
    current maturities of long-term debt).
    
 
                                       5
<PAGE>
<PAGE>
                                  RISK FACTORS
 
     An investment in the Common Stock involves a high degree of risk.
Prospective investors should consider carefully the following risk factors, in
addition to the other information presented in this Prospectus, in connection
with an investment in shares of Common Stock offered hereby.
 
     When used in this Prospectus, the words 'may,' 'will,' 'expect,'
'anticipate,' 'continue,' 'estimate,' 'project,' 'intend' and similar
expressions are intended to identify forward-looking statements regarding among
other things: (i) trends affecting the Company's financial condition or results
of operations; (ii) the Company's business and growth strategies; (iii) the use
of the net proceeds to the Company from the Offering; (iv) trends in the animal
feed, protein additives, refined and crude oil and organic fertilizer
industries; (v) government regulations; and (vi) the Company's financing plans.
Prospective investors are cautioned that any forward-looking statements are not
assurances or guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included
within the forward-looking statements as a result of various factors. Factors
that could cause or contribute to such differences include, but are not limited
to, those described below, and under the heading 'Management's Discussion and
Analysis of Financial Condition and Results of Operation' and elsewhere in this
Prospectus.
 
     DEPENDENCE ON SINGLE NATURAL RESOURCE. The Company's primary raw material
is menhaden. The Company's business is dependent on its annual menhaden harvest
in ocean waters along the U.S. mid-Atlantic and Gulf coasts. The Company's
annual menhaden harvest is subject to fluctuation due to natural conditions such
as varying fish population, adverse weather conditions and disease. The Company
has no control over these conditions and accordingly, there can be no assurance
that the Company will be able to meet its annual raw material requirements in
any year. A failure to harvest menhaden in sufficient numbers and in a timely
manner would have a material adverse effect on the Company's business, results
of operations and financial condition.
 
     COMPETITION AND PRICE. The marine protein and oil business is subject to
significant competition from vegetable and animal protein and oil products, such
as soybean meal and oil, palm oil, spray dried blood meal, bone meal and feather
meal. The price for fish meal generally bears a relationship to prevailing
soybean meal prices, while prices for fish oil used as a replacement for
vegetable fats and oils usually bear a relationship to prices for these
alternative fats and oils. In addition, to a lesser extent, the Company competes
with international marine protein and oil producers located principally in
Scandinavia and South America. The prices for the Company's products are
significantly influenced by worldwide supply and demand relationships over which
the Company has no control and which tend to fluctuate to a significant extent
over the course of a year and from year to year. During the past three years,
worldwide prices for protein additives and oils have steadily increased,
reaching historic highs during Fiscal 1997 and the first quarter of Fiscal 1998.
There can be no assurance that the favorable pricing environment of the last
three years will continue. See 'Business -- Competition.'
 
     GOVERNMENT REGULATIONS. Certain states have enacted legislation and
regulations that prohibit, limit or restrict menhaden fishing within their
jurisdictional waters. In addition, certain states regulate the length of the
fishing season. Violations of these laws and regulations can result in
substantial penalties, ranging from fines to seizure of catch and vessels. The
Company's operations are also subject to federal, state and local laws and
regulations relating to the protection of the environment and the health and
safety of its employees. Failure by the Company to continue to comply with
applicable laws and regulations could have a material adverse effect on the
Company's business, results of operations and financial condition. In addition,
there can be no assurance that new laws and regulations, or stricter
interpretations of existing laws or regulations, will not materially adversely
affect the Company's business or results of operations in the future. See
'Business -- Harvesting and Processing' and ' -- Regulation.'
 
     RESTRICTION ON FOREIGN OWNERSHIP. Certain federal regulations related to
the Company's harvesting activities restrict the total percentage of the
Company's capital stock which may be held by non-U.S. citizens to less than 50%
of the Company's outstanding capital stock and voting stock. The Company has
established procedures that must be followed in the purchase, sale or other
transfer of the Company's common stock. The Company's failure at any time to
maintain the U.S. citizenship ownership requirements would result in the loss of
the Company's ability to harvest menhaden in U.S.
 
                                       6
 <PAGE>
<PAGE>
jurisdictional waters. Such a loss would have a material adverse effect on the
Company's business, results of operations and financial condition. See
'Business -- Regulation' and 'Description of Capital Stock -- Foreign Ownership
Restrictions.'
 
     RISKS ASSOCIATED WITH NEW BUSINESS VENTURES. In June 1997, the FDA approved
the sale of refined (non-hydrogenated) menhaden oil for use in edible products
in the U.S. The Company intends to sell refined (non-hydrogenated) menhaden oil
to food processors who will incorporate it into their products for human
consumption in the U.S. and, therefore, it is subject to risks inherent with a
new business venture such as the unproven market for this product and the need
to train its sales and marketing staff. There can be no assurance that the
Company will be able to profitably sell menhaden oil in the U.S. for human
consumption or that it will not incur losses in attempting to do so.
 
     RISKS ASSOCIATED WITH ACQUISITION STRATEGY. A significant element in the
Company's growth strategy is the acquisition of additional businesses to expand
the geographic and product markets in which it competes. The Company recently
acquired certain assets from two competitors. See 'Company History and Recent
Transactions.' There can be no assurance that the Company will be successful in
integrating these assets into its operations or be able to sell profitably the
increased production it anticipates from utilization of these assets. There also
can be no assurance that the Company will be able to identify or reach mutually
agreeable terms with acquisition candidates and their owners, that the Company
will be able to profitably manage future businesses it acquires or successfully
integrate future businesses it acquires into the Company without substantial
costs, delays or other problems. In addition, acquisitions may involve a number
of special risks, including adverse short-term effects on the Company's reported
operating results; diversion of management's attention; dependence on retention,
hiring and training of key personnel; and unanticipated problems or legal
liabilities. Some or all of these risks could have a material adverse effect on
the Company's business, results of operations and financial condition. There can
also be no assurance that any debt or equity financing needed for future
acquisitions can be obtained or that, if obtained, such financing will be on
terms that are favorable to the Company or sufficient for the Company's needs.
If the Company is unable to obtain sufficient financing, it may be unable to
fully implement its acquisition strategy.
 
   
     SEASONALITY AND FLUCTUATION OF QUARTERLY RESULTS. The Company's menhaden
harvesting and processing business is seasonal. The Company generally has higher
sales during the harvesting season (which includes the third and fourth quarters
of each Fiscal year) due to increased availability, but prices during the
harvesting season tend to be lower than during the off-season. As a result, the
Company's quarterly operating results have fluctuated in the past and may
fluctuate in the future. Fluctuations caused by variations in quarterly
operating results may affect the market price of the Common Stock. In addition,
from time to time the Company defers sales of inventory based on worldwide
prices for competing products which may affect comparable period comparisons.
See 'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results.'
    
 
     DEPENDENCE ON KEY PERSONNEL. The Company's performance is substantially
dependent on the efforts of its executive officers and certain key employees.
The Company intends to enter into employment agreements with its key executive
officers prior to the consummation of this Offering, but does not carry
insurance on the life of any of its executive officers. The loss of the services
of the Company's key officers could have a material adverse effect on the
Company's business, financial condition and results of operations. See
'Management.'
 
     DEPENDENCE ON LABOR FORCE. The Company's operations are labor intensive.
The Company's menhaden harvesting operations depend in large part upon its
ability to attract, motivate and retain vessel captains and crew members. From
time to time, the Company has experienced shortages of qualified personnel for
these positions. There can be no assurance that the Company will be able to
attract and retain sufficient numbers of vessel captains and crew members to
operate efficiently or that the Company's labor expense will not increase as a
result of labor shortages or increased labor expense in this area. Such labor
shortages or increased labor expenses could materially adversely affect the
Company's business, results of operations and financial condition.
 
   
     RISKS RELATED TO INTERNATIONAL SALES AND EXPANSION. Approximately 25.1% of
the Company's pro forma Fiscal 1997 revenues were derived from sales outside of
the U.S., principally in Europe and
    
 
                                       7
 <PAGE>
<PAGE>
   
Canada. Presently all of the Company's international sales are denominated in
U.S. dollars and are not directly affected by fluctuations in the value of local
currencies. The competitive position of the Company's products are affected by
the strength of the U.S. dollar relative to the strength of local currencies of
the countries in which its products are sold. The Company's international sales,
which generally consist of fish oil sales, are also subject to various tariffs
and duties. See 'Business -- International Sales.' Further, an element of the
Company's strategy is to pursue growth opportunities in international markets,
including acquisitions in South America and sales to Asia and Mexico. These
activities are or will be exposed to the risk of changes in social, political
and economic conditions inherent in foreign operations and international trade,
including changes in the law and policies that govern foreign investment and
international trade in such countries, as well as, to a lesser extent, changes
in U.S. laws and regulations relating to foreign investment and trade. Changes
of tax or other laws, partial or total expropriation, currency exchange rate
fluctuations and restrictions on currency repatriation, the disruption of labor,
political disturbances, insurrection or war and the effect of requirements of
partial local ownership of operations in certain countries could have a material
adverse effect on the Company's business, results of operations or financial
conditions.
    
 
   
     CONTROL BY ZAPATA. Upon completion of the Offering, Zapata will own
approximately 66.2% (approximately 62.1% if the Underwriters' over-allotment
options are exercised in full) of the shares of Common Stock outstanding.
Accordingly, Zapata will have the ability to elect all the members of the Board
of Directors of the Company (the 'Company's Board') and otherwise control the
management and affairs of the Company. Malcolm Glazer, through the Glazer Family
Limited Partnership, is the beneficial owner of approximately 45% of Zapata's
issued and outstanding voting common stock. Malcolm Glazer and his son, Avram
Glazer, are members of the Company's Board. The ability of Zapata and through
Zapata, the Glazers, to control the Company could have a material adverse effect
on the market price for shares of Common Stock. See 'Principal and Selling
Stockholders' and 'Shares Eligible For Future Sale.'
    
 
     CONFLICTS OF INTEREST. In the future, conflicts of interest may arise
between Zapata and the Company in a number of areas relating to their past and
present relationships in which Zapata and the Glazers could exercise their
control to determine the outcome. Potential conflicts include future
acquisitions of businesses or properties, other business opportunities, the
election of new or additional directors, the payment of dividends, incurring
indebtedness, tax matters, financial commitments, registration rights and
issuance of capital stock of the Company. Any officer or director of Zapata who
serves as a director of the Company, such as Malcolm Glazer and Avram Glazer,
may have conflicts of interest in addressing business opportunities and
strategies as to which Zapata's and the Company's interest differ. There can be
no assurance that any such conflict of interest will be resolved in favor of the
Company.
 
     The Company and Zapata intend to enter into certain agreements prior to the
consummation of the Offering. The agreements, which become effective on the
completion of the Offering, define the relationship between the Company and
Zapata generally with respect to indemnification and contribution for any losses
arising out of this Offering as a result of securities law violations,
restrictions on Zapata harvesting menhaden or engaging in the fish meal and oil
business following the closing of this Offering, corporate services, taxes, real
estate, and registration rights. As a result of Zapata's ownership interest in
the Company, the terms of such agreements were not the result of arm's-length
negotiations. Reimbursement for ongoing services provided by the Company to
Zapata will be at the Company's estimated cost. There can be no assurance that
such agreements, or the transactions provided for therein, will be effected on
terms at least as favorable to the Company as could have been obtained from
unaffiliated third parties. See 'Management -- Board Committees' and 'Certain
Transactions and Arrangements Between the Company and Zapata.'
 
     LIABILITIES AS A MEMBER OF CONSOLIDATED TAX GROUP. The Company has been and
will continue to be through the closing of the Offering, a member of Zapata's
consolidated tax group under federal income tax law. Following the consummation
of this Offering, the Company will no longer be a member of Zapata's
consolidated tax group for federal income tax purposes. Each member of a
consolidated group for federal income tax purposes is jointly and severally
liable for the federal income tax liability of each other member of the
consolidated group. Similar rules may apply under state income tax laws.
Although Zapata and the Company intend to enter into a Tax Indemnity Agreement
prior to the
 
                                       8
 <PAGE>
<PAGE>
   
consummation of the Offering, if Zapata or members of its consolidated tax group
(other than the Company and its subsidiaries) fail to pay tax liabilities
arising prior to the time that the Company is no longer a member of Zapata's
consolidated tax group or during the tax period including the date on which the
Offering is consummated, the Company could be required to make payments in
respect of these tax liabilities and such payments could materially adversely
affect the Company's business, results of operations and financial condition.
See 'Certain Transactions and Arrangements Between the Company and Zapata -- Tax
Indemnity Agreement.'
    
 
     POTENTIAL LEGAL LIABILITY. The Company is subject to the Jones Act which
permits seamen and their personal representatives and certain close family
members to recover damages if the seaman has been injured due to the negligence
of the Company or to the negligence of the seaman's fellow employees. Damages
are allowed for compensation of past and future loss of income, expenses of
medical care, pain and suffering and disability. The Company participates in an
insurance program that provides coverage for liability of the Company under the
Jones Act up to certain limits. There can be no assurance, however, that the
Company's insurance will be adequate to cover all potential claims under the
Jones Act. See 'Business -- Insurance.'
 
   
     POTENTIAL EFFECT OF ANTITAKEOVER PROVISIONS. Certain provisions of the
Company's Articles of Incorporation and By-Laws, as well as the Nevada
Corporation Law could delay or frustrate the removal of incumbent directors and
could make difficult a merger, tender offer or proxy contest involving the
Company, even if such events could be viewed as beneficial by the Company's
stockholders. The Company's Board is empowered to issue preferred stock in one
or more series without stockholder action. Any issuance of this 'blank-check'
preferred stock could materially limit the rights of holders of the Common Stock
and render more difficult or discourage an attempt to obtain control of the
Company by means of a tender offer, merger, proxy contest or otherwise. In
addition, the Articles of Incorporation and By-Laws contain a number of
provisions which could impede a takeover or change in control of the Company,
including, among other things, staggered terms for members of the Company's
Board, the requiring of two-thirds vote of stockholders to amend certain
provisions of the Articles of Incorporation or the inability after Zapata no
longer owns a majority of the Company's Common Stock to take action by written
consent or to call special stockholder meetings. Certain provisions of the
Nevada Corporation Law to which the Company may become subject at some time in
the future could also discourage takeover attempts that have not been approved
by the Company's Board. See 'Description of Capital Stock -- Antitakeover
Effects of Certain Provisions of the Articles of Incorporation and By-Laws.'
    
 
   
     SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of the Offering, the
Company will have 23,676,000 shares of Common Stock outstanding (24,276,000 if
the Underwriters' over-allotment options are exercised in full). Of these
shares, the 8,000,000 shares offered hereby (9,200,000 shares if the
Underwriters' over-allotment options are exercised in full) will be freely
tradeable without restriction or requirement of future registration under the
Securities Act of 1933, as amended (the 'Securities Act'). All of the remaining
outstanding shares of Common Stock will continue to be held by Zapata and are
'restricted securities' as that term is defined by Rule 144 promulgated under
the Securities Act. Such shares will be eligible for sale beginning upon
expiration of the lock-up agreement described below, subject to the manner of
sale, volume, notice and information requirements of Rule 144. The Company, its
officers and directors and the Selling Stockholder have agreed that they will
not, for a period of 180 days (360 days in the case of the Selling Stockholder)
from the date of this Prospectus, directly or indirectly, offer, sell, offer to
sell, contract to sell, pledge, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale,
pledge, grant of any option to purchase or other sale or disposition) of any
shares of Common Stock or other capital stock of the Company or any securities
convertible into, or exercisable or exchangeable for, any Common Stock, or other
capital stock of the Company without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, except that such
agreement does not prevent the Company from (i) granting additional options
under the Company's 1998 Incentive Plan or the Directors Option Plan and (ii)
issuing stock in connection with an acquisition if the recipient agrees to the
same 180 day restriction on resale. Prudential Securities Incorporated may, in
its sole discretion, at any time and without notice, release all or any portion
of the securities subject to such lock-up agreements.
    
 
                                       9
 <PAGE>
<PAGE>
   
     The Company has outstanding options to purchase 2,239,760 shares of Common
Stock, all of which vest ratably over a three year period following the grant
date of January 26, 1998. Within 365 days after the date of this Prospectus, the
Company intends to file a Registration Statement on Form S-8 covering such
shares of Common Stock (including the shares subject to outstanding options that
have been reserved for issuance under its stock option plans) thus permitting
the resale of such shares in the public market without restriction under the
Securities Act (provided they are not held by affiliates). Further, the Company
has granted certain registration rights to Zapata with respect to shares of
Common Stock it will retain after the Offering that will effectively allow
Zapata to sell all of its shares of Common Stock approximately one year after
the Offering and to participate as a selling stockholder, subject to certain
limitations, in future public offerings of Common Stock by the Company. Although
no prediction can be made as to the effect, if any, that future sales of shares
or the availability of shares for sale will have on the market price for Common
Stock prevailing from time to time, sale of substantial amounts of Common Stock
in the public market, or the perception of the availability of shares for sale,
could adversely affect the prevailing market price of the Common Stock and could
impair the Company's ability to raise capital through the sale of its equity
securities. See 'Description of Capital Stock,' 'Shares Eligible for Future
Sale' and 'Certain Transactions and Arrangements between the Company and
Zapata -- Registration Rights Agreement.'
    
 
   
     IMMEDIATE AND SUBSTANTIAL DILUTION. Purchasers of shares of Common Stock in
the Offering will experience an immediate and substantial dilution in the net
tangible book value of each share of Common Stock of $9.76 per share based upon
an assumed initial public offering price of $15.00 per share, the mid-point of
the filing range. See 'Dilution.'
    
 
     DIVIDEND POLICY. The Company currently intends to retain earnings, if any,
to support its growth strategy and does not anticipate paying dividends on its
Common Stock in the foreseeable future. Payment of dividends on Common Stock
will be subject to restrictions contained in the Company's credit facilities.
 
   
     DISCRETION IN APPLICATION OF PROCEEDS. The Company intends to utilize
approximately $19.9 million, representing approximately 36.0% of the Company's
estimated net proceeds from the Offering, for general corporate purposes,
including working capital. The Company may also allocate funds for potential
acquisitions. The Company does not have any current or pending arrangements,
understandings, negotiations or agreements with respect to any potential
acquisitions and there can be no assurance that any such transaction will be
consummated. Accordingly, the Company will have broad discretion as to the
application of such proceeds. See 'Use of Proceeds.'
    
 
     NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE. Prior to the
Offering, there has been no public market for the Common Stock, and there can be
no assurance that an active trading market for the Common Stock will develop or
be sustained upon completion of the Offering. The initial public offering price
will be determined by negotiations among the Company, the Selling Stockholder
and the representatives of the Underwriters based upon a number of factors,
including market valuations of other companies engaged in activities similar to
those of the Company, estimates of the business potential and prospects of the
Company, the present state of the Company's business operations, the Company's
management and other factors deemed relevant. The initial public offering price
may not be indicative of the market price of the Common Stock following
completion of the Offering. The trading price of the Common Stock could also be
subject to significant fluctuations in response to variations in quarterly
results of operations, changes in worldwide prices for protein additives or
vegetable oils, general trends in the animal feed, protein ingredients, edible
oil, and organic fertilizer industries, changes in government legislation and
regulation, overall market conditions or other factors. In addition, the stock
markets historically have experienced extreme price and volume fluctuations
which may affect the market price of the Common Stock in a manner unrelated or
disproportionate to the operating performance of the Company. These market
fluctuations may adversely affect the market price of the Common Stock. See
'Underwriting.'
 
                                       10
 <PAGE>
<PAGE>
                    COMPANY HISTORY AND RECENT TRANSACTIONS
 
HISTORY
 
     The Company is the successor by merger to Marine Genetics Corporation
(formerly known as Zapata Protein, Inc.), a Delaware corporation, which was
formed in March 1994 to act as the holding company for Omega Protein, Inc.
(formerly known as Zapata Protein (USA), Inc.), Omega Protein, Inc., which is
the operating entity for the Company's current businesses, was formed in
Virginia in October 1986, and is the successor to businesses conducted since
1913. The Company has a number of direct and indirect subsidiaries.
 
     The Company and its predecessors have been a wholly-owned subsidiary of
Zapata, a publicly traded company which has shares listed on the New York Stock
Exchange, Inc. ('NYSE'), since 1973 when Zapata acquired the Company's
operations. In Fiscal 1997, Zapata contributed as capital to the Company $41.9
million of intercompany indebtedness owed to Zapata by the Company. Prior to the
consummation of the Offering, the Company and Zapata intend to enter into a
Separation Agreement, Tax Indemnity Agreement, Registration Rights Agreement,
Administrative Services Agreement and Sublease Agreement for the purpose of
defining their continuing relationship. See 'Risk Factors -- Conflicts of
Interest' and 'Certain Transactions and Arrangements between the Company and
Zapata.'
 
RECENT TRANSACTIONS
 
     To concentrate on and enhance its core business, the Company recently sold
a marginally profitable business and acquired certain assets to increase the
Company's harvesting and production capabilities.
 
     On September 16, 1997, the Company's wholly-owned subsidiary, Venture
Milling Company, a Delaware corporation ('Venture Milling'), sold substantially
all of its assets to an unrelated third party (the 'Venture Milling
Disposition'). Venture Milling was primarily in the business of blending
different animal protein products (i.e., fish meal, blood meal and feather meal)
for sale to producers of feed for broilers and other animals with low
nutritional requirements. Venture Milling had annual revenues and operating
income (loss) of $32.0 million and $174,000, respectively, in Fiscal 1997, $17.5
million and ($122,000), respectively, in Fiscal 1996 and $8.1 million and
($115,000), respectively, in Fiscal 1995. The Venture Milling Disposition
resulted in a $531,000 pre-tax loss to the Company in Fiscal 1997 and did not
have a material impact on the Company's balance sheet since Venture Milling
leased most of the assets employed in its operations.
 
     On November 3, 1997, the Company acquired for $14.5 million in cash, the
fishing and processing assets of American Protein, Inc. ('American Protein'),
which operated 10 steamers and a menhaden processing plant in the Chesapeake Bay
area (the 'American Protein Acquisition'). American Protein's facilities were
located in close proximity to the Company's Reedville, Virginia facility.
Shortly after closing this acquisition, the Company closed the American Protein
plant and began integrating its assets into the Company's existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment at the Gulf Protein plant located
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in long-term liabilities (the 'Gulf Protein Acquisition' and, together
with the American Protein Acquisition, the 'Recent Acquisitions'). In connection
with the Gulf Protein Acquisition, the Company also entered into a five year
lease for the Gulf Protein plant at a $220,000 annual rental rate. The Company
is currently upgrading this plant's processing capabilities so that it can
manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     The Company financed the cash portion of the purchase price for the Recent
Acquisitions through loans from Zapata in the aggregate principal amount of
$28.1 million. These loans will be repaid with a portion of the proceeds of the
Offering.
 
                                       11
 <PAGE>
<PAGE>
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the 4,000,000 shares of
Common Stock offered by the Company hereby (after deducting underwriting
discounts and commissions and estimated Offering expenses payable by the
Company) are estimated to be approximately $55.3 million ($63.6 million if the
Underwriters' over-allotment options are exercised in full), assuming an initial
public offering price of $15.00 per share, the mid-point of the filing range.
 
   
     The Company intends to use approximately: (i) $33.3 million to repay the
Company's indebtedness to Zapata outstanding as of December 31, 1997 and (ii)
$2.1 million to repay bank indebtedness outstanding as of December 31, 1997. Of
the $33.3 million of intercompany indebtedness to be repaid to Zapata, $28.1
million was incurred to fund the cash portion of the purchase price for the
Recent Acquisitions and the balance was primarily incurred to pay the Company's
federal income taxes. The Zapata intercompany indebtedness incurred in
connection with the Recent Acquisitions bears interest at 8.5% per annum and
matures in November 2002. The balance of the intercompany indebtedness does not
bear interest. The $2.1 million of bank indebtedness was incurred to fund
working capital needs, bears interest at the bank's prime rate or LIBOR plus 175
basis points, at the Company's election, and matures in August 2002. See
'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.' Management of the Company will
have broad discretion concerning the allocation and use of the net proceeds of
this Offering remaining after the repayment of indebtedness described above.
Management intends to apply these remaining net proceeds to general corporate
purposes, including working capital and future acquisitions. Although the
Company is currently evaluating various acquisition opportunities, the Company
has no current or pending plans, agreements, understandings, negotiations or
arrangements with respect to any material acquisition. In addition to repaying
indebtedness, the Company's primary purposes in conducting this Offering are to
obtain additional equity capital, create a public market for the Common Stock,
facilitate future access to the public equity markets and provide increased
visibility for the Company.
    
 
     Pending application of the net proceeds to the Company from the Offering,
the Company intends to invest such net proceeds in interest-bearing, short-term,
investment grade securities or guaranteed obligations of the U.S. government.
 
     The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholder.
 
                                DIVIDEND POLICY
 
     Prior to October 1, 1990, the Company from time to time declared and paid
cash dividends to Zapata as its only stockholder. Since October 1, 1990, the
Company has not declared or paid any dividends with respect to its Common Stock.
The Company currently anticipates that all future retained earnings will be
retained by the Company to support its growth strategy. Accordingly, the Company
does not anticipate paying cash dividends for the foreseeable future. The
payment of any cash dividends will be in the discretion of the Company's Board
and will depend upon the Company's results of operations, financial condition,
cash requirements, future prospects, contractual restrictions contained in the
Company's credit facilities and other factors deemed relevant by the Company's
Board. See 'Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources.'
 
                                       12
 <PAGE>
<PAGE>
                                 CAPITALIZATION
 
   
     The following table sets forth the Company's current maturities of
long-term debt and capitalization at December 31, 1997 and on an as adjusted
basis to give effect to the sale by the Company of 4,000,000 shares of Common
Stock at an assumed initial public offering price of $15.00 per share, the
mid-point of the filing range (after the deduction of underwriting discounts and
commissions and estimated offering expenses payable by the Company) and the
application of the estimated net proceeds therefrom as described in 'Use of
Proceeds.' The table set forth below should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the historical consolidated financial statements of the Company
appearing elsewhere in this Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31, 1997
                                                                                           -----------------------
                                                                                            ACTUAL     AS ADJUSTED
                                                                                           --------    -----------
                                                                                               (IN THOUSANDS)
 
<S>                                                                                        <C>         <C>
Current portion of long-term debt.......................................................      1,540         1,098
                                                                                           --------    -----------
          Total short-term debt.........................................................   $  1,540     $   1,098
                                                                                           --------    -----------
                                                                                           --------    -----------
Long-term debt:
     Bank...............................................................................   $ 11,282     $   9,660
     Parent.............................................................................     28,116        --
                                                                                           --------    -----------
          Total long-term debt..........................................................   $ 39,398     $   9,660
Stockholders' equity:
     Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued.........      --           --
     Common stock, $.01 par value; 80,000,000 shares authorized; 19,676,000 shares
      issued and outstanding; 23,676,000 shares issued and outstanding as adjusted(1)...        197           237
     Capital in excess of par value.....................................................     43,731        98,991
     Reinvested earnings from October 1, 1990(2)........................................     25,738        25,738
                                                                                           --------    -----------
          Total stockholders' equity....................................................     69,666       124,966
                                                                                           --------    -----------
               Total capitalization.....................................................   $109,064     $ 134,626
                                                                                           --------    -----------
                                                                                           --------    -----------
</TABLE>
    
 
- ------------
 
(1) Excludes options to purchase an aggregate of 4,220,000 shares of Common
    Stock authorized under the 1998 Incentive Plan and the Directors Option
    Plan, of which options to purchase 1,657,360 shares of Common Stock have
    been granted at $12.75 per share under the 1998 Incentive Plan and options
    to purchase 582,400 shares of Common Stock have been granted at $12.75 per
    share under the Directors Option Plan. See 'Management -- Stock Option
    Plans.'
 
(2) See Note 1 to Consolidated Financial Statements.
 
                                       13
 <PAGE>
<PAGE>
                                    DILUTION
 
   
     Purchasers of the Common Stock offered hereby will experience an immediate
and substantial dilution in the book value of the Common Stock from the initial
public offering price. At December 31, 1997 the net tangible book value of the
Company was $68.6 million or $3.49 per share. After giving effect to the sale by
the Company of the 4,000,000 shares of Common Stock in the Offering (at an
assumed initial public offering price of $15.00 per share, the mid-point of the
filing range, and after deducting underwriting discounts and commissions and
estimated Offering expenses to be paid by the Company), the Company's net
tangible book value will be $123.9 million or $5.24 per share. This represents
an immediate increase in net tangible book value of $1.75 per share of Common
Stock to the existing stockholder and an immediate and substantial dilution of
$9.76 per share of Common Stock to new investors purchasing shares of Common
Stock in the Offering. The following table illustrates the dilution per share:
    
 
   
<TABLE>
<S>                                                                                      <C>      <C>
Assumed initial public offering price.........................................................    $15.00
     Net tangible book value before the Offering......................................   $3.49
 
     Increase attributable to new investors...........................................   $1.75
                                                                                         -----
Net tangible book value after the Offering....................................................    $ 5.24
                                                                                                  ------
Dilution to new investors.....................................................................      9.76
                                                                                                  ------
                                                                                                  ------
</TABLE>
    
 
                                       14
<PAGE>
<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA
     The following table presents, for the periods and the dates indicated,
selected historical consolidated financial data of the Company. The information
presented under the caption 'Statement of Operations Data' for Fiscal 1995, 1996
and 1997 and 'Balance Sheet Data' as of September 30, 1996 and 1997 is derived
from, and is qualified by reference to, the Company's audited consolidated
financial statements included elsewhere in this Prospectus. The selected
financial data for the Company presented under the captions 'Statement of
Operations Data' for Fiscal 1993 and 1994 and 'Balance Sheet Data' at September
30, 1993, 1994 and 1995 are derived from the Company's audited consolidated
financial statements not included in this Prospectus. The financial information
set forth below as of December 31, 1997 and for the three month periods ended
December 31, 1996 and 1997, is derived from the Company's unaudited consolidated
financial statements, which, in the opinion of management include all
adjustments necessary for a fair presentation of the financial condition and
results of operations of the Company for such periods. The results of operations
for interim periods are not necessarily indicative of a full year's operations.
 
     The historical financial data may not be indicative of the Company's future
performance and does not necessarily reflect what the financial position and
results of operations of the Company would have been had the Company operated
independently of Zapata during the periods covered. The pro forma financial data
presented below does not purport to represent what the financial performance of
the Company actually would have been had the related transaction occurred on the
date referred to below or to project the Company's financial performance or
position for any future date. The information set forth below should be read in
conjunction with 'Pro Forma Unaudited Consolidated Statement of Operations
Data,' 'Management's Discussion and Analysis of Financial Condition and Results
of Operations' and the historical consolidated financial statements and notes
thereto included elsewhere in this Prospectus.
 
   
<TABLE>
<CAPTION>
                                                     YEAR ENDED SEPTEMBER 30,
                               --------------------------------------------------------------------     THREE MONTHS ENDED
                                                                                    1997                   DECEMBER 31,
                                                                         --------------------------   ----------------------
                               1993(1)   1994(2)      1995     1996(1)     ACTUAL      PRO FORMA(3)     1996        1997(4)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)                        (UNAUDITED)
<S>                            <C>       <C>        <C>        <C>       <C>           <C>            <C>          <C>
STATEMENTS OF OPERATIONS DATA:
    Revenues.................. $58,565   $ 96,614   $ 94,959   $93,609    $ 117,564      $ 85,599      $25,623(5)   $29,503
    Costs of sales............ 50,465      98,756     85,122   78,415        93,746        61,955       20,806       19,274
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
        Gross profit (loss)...  8,100      (2,142)     9,837   15,194        23,818        23,644        4,817       10,229
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Selling, general and
      administrative..........  3,805       4,754      3,933    4,690         5,613         5,613        1,025        1,154
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Operating income (loss)...  4,295      (6,896)     5,904   10,504        18,205        18,031        3,792        9,075
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Interest expense..........   (818 )      (687)    (1,102)    (995 )        (592)         (527)        (202)        (379)
    Other (expense) income....   (148 )       114        116     (118 )      (1,328)         (791)          (1)         (13)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Income (loss) before
      income taxes............  3,329      (7,469)     4,918    9,391        16,285        16,713        3,589        8,683
    (Provision) benefit for
      income taxes............ (1,182 )     2,249     (1,668)  (3,463 )      (5,860)       (6,010)      (1,364)      (3,371)
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Net income (loss)......... $2,147    $ (5,220)  $  3,250   $5,928     $  10,425      $ 10,703      $ 2,225      $ 5,312
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
                               -------   --------   --------   -------   -----------   ------------   ---------    ---------
    Net income (loss) per
      share (basic)...........  $0.11    $(0.27)     $0.17      $0.30       $0.53         $0.54         $0.11        $0.27
    Average common shares
      outstanding............. 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
    Net income (loss) per
      share (diluted).........  $0.11     $(0.27)    $0.17      $0.30       $0.53         $0.54         $0.11        $0.27
    Average common shares and
      common share equivalents
      outstanding............. 19,676      19,676     19,676   19,676        19,676        19,676       19,676       19,676
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                    SEPTEMBER 30,                         DECEMBER 31,
                                 ----------------------------------------------------     ------------
                                  1993       1994       1995       1996        1997           1997
                                 -------    -------    -------    -------    --------     ------------
                                                    (IN THOUSANDS)                        (UNAUDITED)
<S>                              <C>        <C>        <C>        <C>        <C>          <C>
BALANCE SHEET DATA:
    Working capital...........   $30,559    $27,472    $16,398    $20,719    $ 31,396       $ 36,898
    Total assets..............    96,038     89,533     85,012     86,969     100,440        130,620
    Total debt................    69,127     62,898     61,255     50,674      12,328         40,938
    Stockholders' equity(6)...     8,071      2,851      6,101     12,029      64,354         69,666
</TABLE>
    
 
- ------------
(1) In August 1993, the Company acquired a 60% equity interest in Venture
    Milling Company, which was involved in the milling of animal feeds and
    protein ingredients for the poultry, hog and dairy industries. In March
    1996, the Company acquired the remaining 40% of Venture Milling Company's
    equity.
(2) Includes a non-recurring charge of $12.3 million related to a write-down of
    the Company's assets to estimated fair value which was computed in
    connection with the Company's contemplated sale in Fiscal 1994.
(3) Gives effect to the September 16, 1997 sale by Venture Milling Company of
    substantially all of its assets as if such sale occurred on October 1, 1996.
    See 'Company History and Recent Transactions' and 'Pro Forma Unaudited
    Consolidated Statement of Operations Data.'
   
(4) In November 1997, the Company acquired certain assets from American Protein,
    Inc. and Gulf Protein, Inc. See 'Company History and Recent Transactions.'
    The Company operated all 10 fishing vessels acquired from American Protein,
    Inc. through the end of the mid-Atlantic coast fishing season. The Company
    did not operate any of the Gulf Protein, Inc. vessels during the three
    months ended December 31, 1997 since the 1997 Gulf Coast fishing season had
    ended prior to the closing of that transaction.
    
   
(5) Includes $7.0 million of revenues from the operations of Venture Milling.
    
   
(6) In Fiscal 1997, Zapata contributed to the Company as capital $41.9 million
    of existing intercompany debt owed to Zapata by the Company.
    
 
                                       15
 <PAGE>
<PAGE>
         PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS DATA
 
     The following unaudited pro forma consolidated statement of operations data
gives effect to the Venture Milling Disposition which occurred on September 16,
1997 as if such transaction was effected as of October 1, 1996. See 'Company
History and Recent Transactions.'
 
     The unaudited pro forma consolidated financial data set forth below may not
be indicative of the results that actually would have been achieved by the
Company if the Venture Milling Disposition had been consummated at the beginning
of the period presented, nor does it purport to present results of operations of
the Company for future periods.
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED SEPTEMBER 30, 1997
                                                                          -------------------------------------
                                                                                        VENTURE
                                                                                        MILLING
                                                                           ACTUAL       RESULTS       PRO FORMA
                                                                          --------      --------      ---------
                                                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<S>                                                                       <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
     Revenues........................................................     $117,564      $ 31,965       $85,599
     Cost of sales...................................................       93,746        31,791        61,955
                                                                          --------      --------      ---------
          Gross profit...............................................       23,818           174        23,644
     Selling, general and administrative.............................        5,613         --            5,613
                                                                          --------      --------      ---------
     Operating income................................................       18,205           174        18,031
     Interest expense................................................         (592)          (65)         (527)
     Other expense, net..............................................       (1,328)         (537)         (791)
                                                                          --------      --------      ---------
     Income (loss) before income taxes...............................       16,285          (428)       16,713
     (Provision) benefit for income taxes............................       (5,860)          150        (6,010)
                                                                          --------      --------      ---------
     Net income (loss)...............................................     $ 10,425      ($   278)      $10,703
                                                                          --------      --------      ---------
                                                                          --------      --------      ---------
     Net income (loss) per share (basic).............................      $0.53        ($0.01)         $0.54
     Average common shares outstanding...............................       19,676        19,676        19,676
 
     Net income (loss) per share (diluted)...........................      $0.53        ($0.01)         $0.54
     Average common shares and common share equivalents
       outstanding...................................................       19,676        19,676        19,676
</TABLE>
 
                                       16
<PAGE>
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
     The Company owns 66 steamers (51 of which are directly involved in the
harvesting operations) and owns 33 and leases 11 aircraft (of which 41 are
directly involved in the harvesting operations) that are used to harvest
menhaden in ocean waters along the U.S. mid-Atlantic and Gulf coasts. The fish
catch is processed into regular grade fish meal, specialty fish meals, fish oils
and fish solubles at the Company's five plants (one of which was recently
acquired) located in Virginia, Mississippi and Louisiana.
 
     The following table summarizes the Company's harvesting and production for
the indicated periods:
 
<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                  YEAR ENDED SEPTEMBER 30,            DECEMBER 31,
                                               -------------------------------     -------------------
                                                1995        1996        1997        1996        1997
                                               -------     -------     -------     -------    --------
 
<S>                                            <C>         <C>         <C>         <C>        <C>
Fish catch (tons)(1).......................    512,517     458,917     507,358      70,082     107,535
Production (tons):
     Fish meal
          Regular grade....................     82,097      56,569      63,835       9,056       8,192
          Special Select...................     38,920      46,325      46,409       3,583      13,106
          Sea-Lac..........................      8,346      10,631      14,741       4,108       4,908
     Oil
          Crude............................     64,870      60,257      61,905       6,407      10,492
          Refined..........................      8,745       8,834       9,657       2,630       2,115
     Solubles..............................     21,108      17,139      16,531       3,221       4,474
                                               -------     -------     -------     -------    --------
               Total production............    224,086     199,755     213,078      29,005      43,287
                                               -------     -------     -------     -------    --------
                                               -------     -------     -------     -------    --------
</TABLE>
 
- ------------
 
(1) Fish catch has been converted to tons using the NMFS fish catch conversion
    ratio.
 
     The Company's harvesting season generally extends from May through December
in the mid-Atlantic coast and from April through October in the Gulf coast.
During the off season, the Company fills purchase orders from the inventory it
has accumulated during the fishing season. Prices for the Company's products
tend to be lower during the fishing season when product is more abundant than in
the off season. Throughout the entire year, prices are significantly influenced
by supply and demand in world markets for competing products, particularly
soybean meal for its fish meal products and vegetable oils and fats for its fish
oil products when used as an alternative to vegetable oils and fats. In an
effort to reduce price volatility and to generate higher, more consistent profit
margins, the Company has concentrated on the production and marketing of
specialty meal products, which generally have higher margins than the Company's
regular grade meal.
 
     During Fiscal 1997, the Company sold approximately 35.0% of its regular
grade fish meal on a forward basis at fixed prices and the balance of its fish
meal and other products substantially in the spot markets. The Company
recognizes revenues when title to its products is transferred to the customer.
The Company's annual revenues are highly dependent on both annual fish catch and
inventories carried over from the previous Fiscal year. The Company determines
the level of inventory to be carried over based on prevailing market prices for
the products and anticipated customer usage and demand during the off season.
Thus, production volume does not necessarily correlate with sales volume in the
same Fiscal year.
 
                                       17
 <PAGE>
<PAGE>
     The following table sets forth the Company's revenues by product, and the
approximate percentage of total revenues represented thereby, for the indicated
periods:
 
<TABLE>
<CAPTION>
                                        YEAR ENDED SEPTEMBER 30,                             THREE MONTHS ENDED DECEMBER 31,
               ---------------------------------------------------------------------------  ----------------------------------
                                                                    1997
                     1995              1996        ---------------------------------------        1996              1997
               ----------------  ----------------                     PRO FORMA  PRO FORMA  ----------------  ----------------
               REVENUES PERCENT  REVENUES PERCENT  REVENUES PERCENT  REVENUES(1)  PERCENT   REVENUES PERCENT  REVENUES PERCENT
               -------- -------  -------- -------  -------- -------  ----------- ---------  -------- -------  -------- -------
 
 <S>           <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>        <C>      <C>      <C>      <C>
 Regular
   Grade...... $  35.7    37.6 % $  23.6    25.2 % $  23.7    20.2 % $    23.7      27.7  % $   3.7    14.5 % $   4.9    16.6 %
 Special
   Select.....    15.0    15.8      19.3    20.6      25.8    21.9        25.8      30.1        6.0    23.4       8.3    28.2
 Sea-Lac......     2.9     3.1       4.0     4.3       7.1     6.0         7.1       8.3        1.6     6.3       1.8     6.1
 Crude Oil....    25.6    26.9      20.4    21.8      18.6    15.8        18.6      21.7        5.0    19.5      12.0    40.7
 Refined
   Oil........     3.8     4.0       4.5     4.8       5.2     4.4         5.2       6.1        1.3     5.1       1.1     3.7
 Fish
   Solubles...     2.6     2.7       3.2     3.4       3.6     3.1         3.6       4.2        0.8     3.1       0.8     2.7
 Venture
   Milling....     8.1     8.5      17.5    18.7      32.0    27.2      --         --           7.0    27.3     --       --
 Nets and
   Other......     1.3     1.4       1.1     1.2       1.6     1.4         1.6       1.9        0.2     0.8       0.6     2.0
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
     Total.... $  95.0   100.0 % $  93.6   100.0 % $ 117.6   100.0 % $    85.6     100.0  % $  25.6   100.0 % $  29.5   100.0 %
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
               -------- -------  -------- -------  -------- -------      -----   ---------  -------- -------  -------- -------
</TABLE>
 
- ------------
 
(1) The pro forma figures give effect to the Venture Milling Disposition as if
    such sale had occurred on October 1, 1996.
 
     Approximately 40% of the Company's cost of sales vary in direct proportion
to fish catch. For example, steamer crews and spotter pilots are paid according
to the size of the fish catch; fuel required for fish processing also varies
with the size of the catch. On a pro forma basis, the Company had variable costs
of $24.8 million in Fiscal 1997. In the three month period ended December 31,
1997 ('First Quarter Fiscal 1998'), the Company had $7.7 million of variable
costs. Approximately 60% of the Company's cost of sales are fixed and remain
relatively constant regardless of production or harvest volume. Fixed costs
include depreciation and amortization, rent, insurance and taxes. On a pro forma
basis, the Company had fixed costs of approximately $37.2 million in Fiscal
1997. In First Quarter Fiscal 1998, the Company had $11.6 million of fixed
costs.
 
   
     The Company allocates production costs on the basis of total fish catch and
total costs associated with each fishing season. The fish meal and oil inventory
is calculated on a standard cost basis each month and adjusted to an actual cost
basis quarterly. The cost incurred during the off-season period from January
through April for regular maintenance of fishing vessels and plants are deferred
to the next fishing season (May through December) and allocated to production as
the fish catch is processed. The off-season deferred cost was approximately $2.2
million, $2.5 million and $2.4 million at September 30, 1995, 1996 and 1997,
respectively, and $3.4 million at December 31, 1997.
    
 
     The Company depreciates its fixed assets on a straight-line basis over the
useful life of the respective asset. The Company's depreciation expense was $2.6
million, $3.2 million and $3.7 million for Fiscal 1995, 1996 and 1997,
respectively, and $1.4 million for First Quarter Fiscal 1998. The Company
expects depreciation expense to increase to approximately $6.0 million in Fiscal
1998 due to the assets acquired in the Recent Acquisitions, the substantial
completion of its Moss Point, Mississippi dry dock and vessel construction
facility and the completion during Fiscal 1997 and 1998 of certain capital
improvement projects.
 
     The Company's selling, general and administrative expenses primarily
consist of employee wages and benefits paid to sales personnel and
administrative employees, rent, utilities and fees paid to outside service
providers such as lawyers, accountants and research and development consultants.
 
     The Company's effective tax rate varies from year-to-year due to
variability in state income taxes payable and offsetting deductions.
 
                                       18
 <PAGE>
<PAGE>
RESULTS OF OPERATIONS
 
     The following table sets forth as a percentage of revenues, certain items
of the Company's operations for each of the indicated periods:
 
   
<TABLE>
<CAPTION>
                                                                                                   THREE MONTHS
                                                          YEAR ENDED SEPTEMBER 30,                    ENDED
                                                 ------------------------------------------        DECEMBER 31,
                                                                                  PRO FORMA      ----------------
                                                 1995       1996       1997        1997(1)       1996       1997
                                                 -----      -----      -----      ---------      -----      -----
 
<S>                                              <C>        <C>        <C>        <C>            <C>        <C>
Revenues......................................   100.0%     100.0%     100.0%       100.0%       100.0%     100.0%
Cost of sales.................................    89.6       83.8       79.7         72.4         81.2       65.3
                                                 -----      -----      -----      ---------      -----      -----
  Gross profit................................    10.4       16.2       20.3         27.6         18.8       34.7
Selling, general and administrative...........     4.1        5.0        4.8          6.6          4.0        3.9
                                                 -----      -----      -----      ---------      -----      -----
Operating income..............................     6.3       11.2       15.5         21.0         14.8       30.8
Interest expense..............................    (1.2)      (1.1)      (0.5)        (0.6)        (0.8)      (1.3)
Other (expense) income........................     0.1       (0.1)      (1.1)        (0.9)        --         --
                                                 -----      -----      -----      ---------      -----      -----
Income before income taxes....................     5.2       10.0       13.9         19.5         14.0       29.5
(Provision) for income taxes..................    (1.8)      (3.7)      (5.0)        (7.0)        (5.3)     (11.4)
                                                 -----      -----      -----      ---------      -----      -----
Net income....................................     3.4        6.3        8.9         12.5          8.7       18.1
                                                 -----      -----      -----      ---------      -----      -----
                                                 -----      -----      -----      ---------      -----      -----
</TABLE>
    
 
- ------------
 
(1) Gives effect to the Venture Milling Disposition as of October 1, 1996.
 
FIRST QUARTER FISCAL 1998 COMPARED TO FIRST QUARTER FISCAL 1997
 
   
     Revenues. Revenues increased $3.9 million or 15.1% in First Quarter Fiscal
1998 from $25.6 million in the three months ended December 31, 1996 ('First
Quarter Fiscal 1997') to $29.5 million. This growth resulted primarily from a
23.9% increase in the tons of specialty grade fish meal and a 62.1% increase in
the tons of oil sold compared to First Quarter Fiscal 1997 coupled with an
overall increase in the average selling price of all of the Company's products.
Sales of oil increased due to the Company's decision to defer sale of fish oil
produced in Fiscal 1997 to First Quarter Fiscal 1998 in anticipation of higher
prices. Adjusted for the Venture Milling Disposition, revenues for First Quarter
Fiscal 1997 would have been $18.6 million
    
 
     Gross profit. Gross profit increased $5.4 million, or 112.4% from $4.8
million in First Quarter Fiscal 1997 to $10.2 million in First Quarter Fiscal
1998. As a percentage of revenues, the Company's gross profit increased from
18.8% in First Quarter Fiscal 1997 to 34.7% in First Quarter Fiscal 1998. The
improvement in gross margin was the result of increasing sales of the Company's
higher margin specialty brand products, an overall increase in sales prices for
all of the Company's products and the elimination of lower gross margin sales
resulting from the Venture Milling Disposition.
 
     Selling, general and administrative expenses. Selling, general and
administrative expenses increased 12.6% from $1.0 million in First Quarter
Fiscal 1997 to $1.2 million in First Quarter Fiscal 1998 due to increased
personnel costs. As a percentage of revenues, selling, general and
administrative expenses were approximately 4% in both periods.
 
     Operating income. As a result of the factors discussed above, the Company's
operating income for First Quarter Fiscal 1998 increased to $9.1 million from
$3.8 million for the corresponding quarter in the prior Fiscal year. As a
percentage of revenues, operating income increased from 14.8% in First Quarter
Fiscal 1997 to 30.8% in First Quarter Fiscal 1998.
 
     Interest expense. Interest expense increased from $202,000 in First Quarter
Fiscal 1997 to $379,000 in First Quarter Fiscal 1998. This increase resulted
primarily from the increase in interest expense relating to the acquisition loan
made to the Company by Zapata.
 
     Other (expense) income. Other (expense) income remained relatively constant
for both First Quarter Fiscal 1997 and First Quarter Fiscal 1998.
 
     Income taxes. The Company recorded a $3.4 million provision for income tax
for First Quarter Fiscal 1998 for a 38.8% effective tax rate in comparison to a
$1.4 million provision, representing a
 
                                       19
 <PAGE>
<PAGE>
38.0% effective tax rate for the prior year period. The effective tax rates
approximate the applicable combined state and federal statutory tax rates for
the respective periods.
 
FISCAL 1997 COMPARED TO FISCAL 1996
 
     Revenues. Fiscal 1997 revenues increased $24.0 million, or 25.6% from $93.6
million in Fiscal 1996 to $117.6 million in Fiscal 1997. Of this increase, $14.5
million was attributable to increased sales by Venture Milling. The balance of
the increase was attributable to a 26.5% increase in the tons of specialty grade
fish meal sold and an overall increase in the average selling price of the
Company's products. These increases were offset by a 12.0% decline in the tons
of fish oil shipped in Fiscal 1997 compared to Fiscal 1996 due to the Company's
decision to defer fish oil sales produced in Fiscal 1997 to the following Fiscal
year in anticipation of higher prices, coupled with the Company's lower level of
oil inventory carried over from the previous Fiscal year. Excluding Venture
Milling revenues, the Company had revenues of $76.1 million in Fiscal 1996 and
$85.6 million in Fiscal 1997.
 
     Gross profit. Gross profit increased $8.6 million, or 56.8%, from $15.2
million in Fiscal 1996 to $23.8 million in Fiscal 1997. As a percentage of
revenues, the Company's gross profit increased from 16.2% in Fiscal 1996 to
20.3% in Fiscal 1997. This increased percentage was primarily the result of
increasing sales of the Company's higher margin specialty brand products. On a
pro forma basis, the Company had gross profit and a gross profit margin of $23.6
million and 27.6%, respectively, in Fiscal 1997.
 
     Selling, general and administrative expenses. Selling, general and
administrative expenses increased $923,000, or 19.7% from $4.7 million in Fiscal
1996 to $5.6 million in Fiscal 1997. As a percentage of revenues, selling,
general and administrative expenses were approximately 5.0% in each of Fiscal
1996 and Fiscal 1997. The dollar increase was primarily due to a one-time
contract payment to the Company's former Chief Executive Officer who retired
during Fiscal 1997 and to severance expenses incurred in connection with the
reduction of the Company's administrative staff during Fiscal 1997. On a pro
forma basis, selling, general and administrative expenses were 6.6% of revenues
in Fiscal 1997.
 
   
     Operating income. As a result of the factors discussed above, the Company's
operating income increased to $18.2 million in Fiscal 1997 from $10.5 million in
Fiscal 1996. As a percentage of revenues, operating income increased from 11.2%
in Fiscal 1996 to 15.5% in Fiscal 1997. On a pro forma basis, operating income
was $18.0 million or 21.0% as a percentage of revenues.
    
 
     Interest expense. Interest expense declined $403,000 or 40.5% from $995,000
in Fiscal 1996 to $592,000 in Fiscal 1997. This decline resulted from the
Company's reduction in its average outstanding borrowings during Fiscal 1997
compared to the 1996 Fiscal year.
 
     Other (expense) income. Other (expense) income increased to ($1.3 million)
in Fiscal 1997 from ($118,000) in Fiscal 1996. Other expense increased primarily
due to losses in joint ventures and the sale of Venture Milling's assets.
 
     Income taxes. The Company recorded a $5.9 million provision for income tax
for Fiscal 1997 for a 36.0% effective tax rate in comparison to a $3.5 million
provision, representing a 36.8% effective tax rate for Fiscal 1996. The
effective tax rates approximate the applicable combined state and federal
statutory tax rates for the respective periods.
 
FISCAL 1996 COMPARED TO FISCAL 1995
 
     Revenues. Fiscal 1996 revenues decreased $1.4 million, or 1.5% from $95.0
million in Fiscal 1995 to $93.6 million in Fiscal 1996. Revenues excluding
Venture Milling decreased $10.8 million in Fiscal 1996. This decrease occurred
as a result of a 43.3% decrease in the tons of regular grade fish meal sold and
a 34.4% decrease in the tons of crude oil sold due primarily to a lower fish
catch. The decline in the tons sold was offset in part by an increase in the
average selling price across all of the Company's product lines.
 
     Gross profit. Gross profit increased $5.4 million, or 54.5%, from $9.8
million in Fiscal 1995 to $15.2 million in Fiscal 1996. As a percentage of
revenues, gross profit increased from 10.4% in Fiscal 1995 to 16.2% in Fiscal
1996. This increased percentage was primarily the result of increasing sales of
the Company's higher margin specialty brand products coupled with a decrease in
vessel crew and spotter pilot compensation resulting from the lower fish catch
in Fiscal 1996 compared to the previous Fiscal year.
 
                                       20
 <PAGE>
<PAGE>
     Selling, general and administrative expenses. Selling, general and
administrative expenses increased $757,000, or 19.2%, from $3.9 million in
Fiscal 1996 to $4.7 million in Fiscal 1997. As a percentage of revenues,
selling, general and administrative expenses increased from 4.1% in Fiscal 1995
to 5.0% in Fiscal 1996. These increases were primarily due to several business
development projects initiated and completed during Fiscal 1996 (including
pursuit of domestic and international acquisitions, initial research relating to
improved fishing vessel designs and the analysis of plant enhancement projects)
and the relocation of the Company's Louisiana administrative offices.
 
     Operating income. As a result of the factors discussed above, the Company's
operating income increased to $10.5 million in Fiscal 1996 from $5.9 million in
Fiscal 1995. As a percentage of revenues, operating income increased to 11.2% in
Fiscal 1996 from 6.2% in Fiscal 1995.
 
     Other (expense) income. Other expense was $118,000 in Fiscal 1996 in
comparison to other income of $116,000 in the prior Fiscal year. This expense
was due primarily to losses on retirement of assets.
 
     Interest expense. Interest expense declined slightly from $1.1 million in
Fiscal 1995 to $1.0 million in Fiscal 1996. This decline resulted from the
Company's reduction in its average outstanding borrowings during Fiscal 1996
from the previous Fiscal year.
 
   
     Income taxes. The Company recorded a $3.5 million provision for income tax
for Fiscal 1996 for an effective tax rate of 36.8% in comparison to a $1.7
million provision, representing a 34.0% effective tax rate for Fiscal 1995. The
effective tax rates approximate the applicable combined state and federal
statutory tax rates for the respective periods.
    
 
   
SEASONAL AND QUARTERLY RESULTS
    
 
     The Company's menhaden harvesting and processing business is seasonal in
nature. The Company generally has higher sales during the menhaden harvesting
season (which includes the third and fourth quarter of each Fiscal year) due to
increased product availability, but prices during the fishing season tend to be
lower than during the off-season. As a result, the Company's quarterly operating
results have fluctuated in the past and may fluctuate in the future. In
addition, from time to time the Company defers sales of inventory based on
worldwide prices for competing products that affect prices for the Company's
products which may affect comparable period comparisons.
 
     The following table presents certain unaudited operating results for each
of the Company's preceding nine quarters. The results of operations for Venture
Milling are included through September 16, 1997, the date of its disposition.
The Company believes that the following information includes all adjustments
(consisting only of normal recurring adjustments) that the Company considers
necessary for a fair presentation, in accordance with generally accepted
accounting principles. The operating results for any interim period are not
necessarily indicative of results for any other period.
 
<TABLE>
<CAPTION>
                                                                    QUARTER ENDED
                         ---------------------------------------------------------------------------------------------------
                         DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                           1995       1996       1996       1996        1996       1997       1997       1997        1997
                         --------   --------   --------   ---------   --------   --------   --------   ---------   ---------
                                                                   (IN THOUSANDS)
 
<S>                      <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Revenues...............  $ 23,466   $ 14,383   $ 20,920    $ 34,840   $ 25,623   $ 22,964   $ 31,025    $ 37,952    $ 29,503
Gross profit...........     4,026      3,070      4,986       3,112      4,817      4,708      8,192       6,101      10,229
Operating income.......     3,063      1,980      3,771       1,690      3,792      3,503      6,451       4,459       9,075
Net income.............     1,725      1,114      2,200         889      2,225      2,185      3,713       2,302       5,312
</TABLE>
 
     The following table sets forth certain unaudited operations data as a
percentage of revenues for each of the Company's preceding eight quarters:
 
<TABLE>
<CAPTION>
                                                                         QUARTER ENDED
                              ---------------------------------------------------------------------------------------------------
                              DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                1995       1996       1996       1996        1996       1997       1997       1997        1997
                              --------   --------   --------   ---------   --------   --------   --------   ---------   ---------
 
<S>                           <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Revenues....................    100.0%     100.0%     100.0%     100.0%      100.0%     100.0%     100.0%     100.0%      100.0%
Gross profit................     17.2       21.3       23.8        8.9        18.8       20.5       26.4       16.1        34.7
Operating income............     13.1       13.8       18.0        4.9        14.8       15.3       20.8       11.7        30.8
Net income..................      7.4        7.8       10.5        2.5         8.7        9.5       12.0        6.1        18.0
</TABLE>
 
                                       21
 <PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
 
   
     The Company's primary sources of liquidity and capital resources have been
cash flows from operations and borrowings from Zapata, bank credit facilities
and term loans from various lenders provided pursuant to the Title XI credit
facilities described below. These sources of cash flows have been offset by cash
used for capital expenditures (including acquisitions) and payment of long-term
debt. During Fiscal 1997, Zapata contributed to the Company as equity $41.9
million of intercompany debt owed to Zapata. As a result, the historical
liquidity and capital resources of the Company may not be indicative of the
Company's future liquidity and capital resources.
    
 
   
     Operating activities as reflected in the Consolidated Statement of Cash
Flows provided $16.2 million, $10.1 million, $2.2 million and $5.7 million of
cash in Fiscal 1996, Fiscal 1997, First Quarter Fiscal 1997 and First Quarter
Fiscal 1998, respectively, and used $118,000 of cash in Fiscal 1995. The First
Quarter Fiscal 1998 increase over First Quarter Fiscal 1997 resulted primarily
from the Company's improved operating results during that quarter. The decline
in Fiscal 1997 resulted primarily from an increase in inventory balances. The
Fiscal 1996 increase was primarily attributable to improvement in the operating
results for Fiscal 1996 over Fiscal 1995, increases in amounts due to parent in
Fiscal 1996 compared to decreases in Fiscal 1995 and timing of accounts payable
and accrued liabilities.
    
 
   
     The Company used $6.9 million, $4.0 million, $10.9 million, $1.7 million
and $28.7 million, respectively, for investing activities as reflected in the
Consolidated Statement of Cash Flows in Fiscal 1995, 1996 and 1997, the First
Quarter Fiscal 1997 and the First Quarter Fiscal 1998, respectively. The
Company's investing activities consisted mainly of capital expenditures for
equipment purchases and replacements in Fiscal 1995, 1996 and 1997 and First
Quarter Fiscal 1997 and cash paid in connection with the Recent Acquisitions in
First Quarter Fiscal 1998.
    
 
   
     First Quarter Fiscal 1998's increase in net cash used in investing
activities as reflected in the Consolidated Statement of Cash Flows resulted
primarily from the American Protein Acquisition and the Gulf Protein
Acquisition, which the Company completed on November 3, 1997 and November 25,
1997, respectively. The Company paid $29.0 million for these acquisitions. The
higher level of expenditures in Fiscal 1997 reflects the complete refurbishment
of two steamers for the Cameron, Louisiana plant, the construction of a
significant portion of the Moss Point, Mississippi dry dock facility and
enhancement of the Reedville, Virginia plant to increase its production capacity
for Special Select. Expenditures in Fiscal 1996 include the refurbishment of a
steamer and the refurbishment of docks, dryers and oil tanks at the Reedville,
Virginia plant. Excluding the Recent Acquisitions, the Company anticipates
making $13.8 million of capital expenditures in Fiscal 1998, a significant
portion of which will be used to refurbish vessels, docks and to acquire certain
equipment, including a new evaporation unit for the Reedville, Virginia plant.
The Company expects to finance such expenditures through internally generated
cash flows and, if necessary, through funds available from the credit facility
and/or Title XI facilities described below.
    
 
   
     Under a program offered through NMFS pursuant to Title XI of the Marine Act
of 1936 ('Title XI'), the Company has the ability to secure loans through
lenders with terms generally ranging between 12 and 20 years at interest rates
between 6% and 7% per annum which are enhanced with a government guaranty to the
lender for up to 80% of the financing. The Company's current Title XI borrowings
are secured by liens on 14 steamers and mortgages on the Company's Reedville,
Virginia and Abbeville, Louisiana plants. In 1996, Title XI borrowing was
modified to permit use of proceeds from borrowings obtained through this program
for shoreside construction. The Company is currently authorized to receive up to
$23.0 million in loans under this program. To date, the Company has used $15.0
million of these funds and currently has an application pending for $2.6 million
of additional Title XI borrowings for qualified Title XI projects.
    
 
   
     Financing activities as reflected in the Consolidated Statement of Cash
Flows provided the Company with $8.2 million and $3.5 million of cash in Fiscal
1995 and 1997, respectively, and $1.7 million and $27.7 million of cash in First
Quarter Fiscal 1997 and in First Quarter Fiscal 1998, respectively. In Fiscal
1996, the Company used $10.6 million of cash in financing activities. The
increase in net cash provided by financing activities during First Quarter
Fiscal 1998 resulted from the Company's borrowing $28.1 million from Zapata to
fund the combined cash purchase price due for the Recent Acquisitions. These
borrowings bear interest at Zapata's fixed borrowing rate of 8.5% per
    
 
                                       22
 <PAGE>
<PAGE>
   
annum and will be repaid with a portion of the net proceeds from this Offering.
See 'Use of Proceeds.' Fiscal 1997 provided cash as a result of borrowings under
the Title XI financing program and secured equipment financing provided by
Hibernia National Bank. The use of cash in Fiscal 1996 is attributable to the
Company's repayment of $21.1 million on its prior line of credit, offset by
borrowings of $11.1 million under the same line. In Fiscal 1995, cash was
provided by additional borrowings.
    
 
   
     On December 30, 1997, SunTrust Bank, South Florida, N.A. issued a
commitment letter to the Company which provides for a new two year secured
revolving credit facility for the Company (the 'Credit Facility'). The
commitment letter states that, under the Credit Facility, the Company may make
borrowings in a principal amount not to exceed $20.0 million at any time.
Borrowings under this facility may be used for working capital and capital
expenditures. Interest will accrue on borrowings that will be outstanding under
the Credit Facility at the Company's election, either (i) the bank's prime rate
less 75 basis points or (ii) LIBOR plus a margin based on the Company's
financial performance. The Credit Facility will be secured by all of the
Company's assets not pledged to secure the Company's other borrowings exclusive
of the Company's rolling stock, vessels and real estate. The Company and its
subsidiaries will be subject to customary secured lending covenants, including
limitations on additional liens, additional indebtedness, sale of assets, annual
dividends above 50% of the Company's net income for the year, affiliate
transactions, certain loans, investments, acquisitions and fundamental corporate
changes. The Company and its subsidiaries will also be required to comply with
certain financial covenants, including maintenance of a minimum tangible net
worth, debt to tangible net worth ratio, funded debt to cash flow ratio and
fixed charges ratio. The Company is negotiating the documentation required for
the Credit Facility and expects to close the Credit Facility shortly following
the consummation of the Offering.
    
 
   
     The Company believes that the net proceeds from the Offering, borrowings
under the Credit Facility (or a similar facility) and cash flow from operations
will be sufficient to fund anticipated capital expenditures and working capital
needs through Fiscal 1999.
    
 
YEAR 2000
 
     The Company has converted most of its computer information systems enabling
proper processing of transactions related to the year 2000 and beyond. The cost
of conversion was immaterial and has been expensed. The Company continues to
evaluate its systems and expects that all of its systems will be compliant prior
to the year 2000.
 
                                       23
<PAGE>
<PAGE>
                                    BUSINESS
 
     Omega Protein Corporation is the largest U.S. producer of protein-rich meal
and oil derived from marine sources. The Company markets a variety of products
derived from menhaden, a fish found in commercial quantities in coastal waters
off the U.S. mid-Atlantic and Gulf coasts. These products include regular grade
and value-added specialty fish meals, crude and refined fish oils and fish
solubles. The Company's fish meal products are used as protein additives by
animal feed manufacturers and by commercial livestock and poultry farmers. Fish
meal derived from menhaden generally possesses a higher protein content and a
superior amino acid profile than other fish meal produced in the U.S. The
Company's fish oil is used in hydrogenated form by European commercial food
processors in margarine and other shortenings. Due to its content of
nutritionally important omega-3 fatty acids, the oil is also used in Europe in
non-hydrogenated form as a nutritional supplement in foods such as bread, soup
and beverages. In its crude form, the Company's fish oil is used in aquaculture
feeds and certain industrial applications. Fish solubles are sold as protein
additives for animal feed and as organic fertilizers.
 
     The Company is the largest U.S. harvester and processor of menhaden. The
menhaden catch is processed in one of the Company's five plants (one of which
was recently acquired) located in Virginia, Mississippi and Louisiana. The
Company's processing operations are vertically integrated and include 66 fishing
vessels and 44 spotter aircraft. In Fiscal 1997, the Company processed
approximately 507,358 tons of menhaden (representing approximately 54% of the
total menhaden harvested in the U.S.) into approximately 124,985 tons of fish
meal, 71,562 tons of fish oil and 16,531 tons of fish solubles. During Fiscal
1997, the Company produced approximately 43% of all fish meal and approximately
58% of all fish oil produced in the U.S.
 
   
     For Fiscal 1997, the Company reported revenues of $117.6 million and
operating income of $18.2 million. Between Fiscal 1993 and Fiscal 1997,
operating income increased at a compound annual growth rate of 43%. On a pro
forma basis adjusted for the Venture Milling Disposition as of October 1, 1996,
the Company had revenues of $85.6 million and operating income of $18.0 million
in Fiscal 1997. During First Quarter Fiscal 1998, the Company had revenues of
$29.5 million and operating income of $9.1 million. In early Fiscal 1998, the
Company acquired certain operating assets of American Protein and Gulf Protein,
two of the four other remaining menhaden harvesters. The Company anticipates
that these acquisitions will enhance its harvesting and processing capabilities.
    
 
     In June 1997, the FDA approved the use of refined, non-hydrogenated
menhaden oil for human consumption in the U.S. Menhaden oil is the only
non-hydrogenated fish oil approved by the FDA for human consumption. Menhaden
oil contains omega-3 fatty acids, which studies have linked to the prevention
and treatment of certain diseases, including hypertension, cardiovascular
disease, cancer and arthritis. The Company believes that this recent development
presents significant domestic market opportunities for its menhaden oil.
 
INDUSTRY OVERVIEW
 
PROTEIN FEED ADDITIVES
 
   
     Animal feed generally represents 50% to 70% of the total cost to raise an
animal from birth to production. To manage this cost, commercial livestock
farmers are demanding more efficient feeds which: (i) increase overall animal
weight gain; (ii) reduce the feed to weight gain ratio; (iii) increase the price
to performance relationship of certain feeds; (iv) increase animal birth
frequency and reduce time to market; and (v) improve animal health generally.
Major producers of animal feed, such as the Animal Nutrition Division of
Cargill, Inc. and Purina Mills, Inc., are increasingly relying upon protein feed
additives to meet farmers' demanding requirements. The Company believes, based
on an industry trade publication, that worldwide demand for protein additives
has increased from 158 million tons in 1992 to 190 million tons in 1997, with
the strongest growth in demand for protein additives coming from developing
countries such as China and Brazil due to improving economic conditions in these
countries which have led to increased demand for meat and, hence, animal feed
and protein additives. Soybean meal has traditionally been the primary protein
additive for animal feed and accounted for approximately 56% of total worldwide
protein meal production in 1997. The balance of worldwide protein meal
production was derived from rapeseed, sunseed, cottonseed, fish and animal
by-products.
    
 
                                       24
 <PAGE>
<PAGE>
     Traditionally, the basis for competition among protein suppliers has been
price per ton. The Company believes that certain of its protein products derived
from menhaden are more desirable than alternative protein additives because fish
proteins are generally more easily digested and contain a superior amino acid
profile than competing protein additives, which enhance feed performance. For
example, the protein content of the Company's regular grade fish meal is
consistently in the range of 62% to 64% of total product weight compared to
soybean meal which generally has a 48% protein content. Building on this
advantage, the Company has been able to price its specialty feeds, Special
Select and Sea-Lac, at a premium to most competing products. The Company's fish
protein additives are used by, among others: (i) dairy feed producers seeking to
promote increased milk production; (ii) turkey and aquaculture feed producers
seeking to reduce the feed to weight gain ratios; (iii) swine feed producers
seeking quicker weight gain and reduced time to market; and (iv) pet food
manufacturers seeking consistent palatability.
 
   
     The Company believes, based on an industry trade publication, that total
worldwide production of fish meal has increased from 6.8 million tons in 1993 to
7.1 million tons for the twelve months ended September 30, 1997, representing a
compound annual growth rate of 0.8% during this period. The largest producers of
fish meal are companies located in Chile and Peru, with total production of 1.3
million tons and 2.3 million tons in these countries, respectively. Leading
consumers of fish meal are China and Japan. For the twelve months ended
September 30, 1997, U.S. production of fish meal totaled 288,135 tons, 72% of
which was produced from menhaden with the remainder generally produced mostly
from fish remnants generated from the processing of other fish species which
generally contain lower levels of protein and amino acids and higher levels of
ash. Of the 207,863 tons of protein meal produced from menhaden for the 12
months ended September 30, 1997, the Company produced 124,985 tons or 60%.
    
 
EDIBLE AND INDUSTRIAL OILS
 
   
     The Company derives oil from menhaden processing. Oils are classified for
either edible or industrial use with edible oil being the largest portion of
this market. Edible applications include use in hydrogenated form (hydrogenating
involves creating a solid product from a liquid through the addition of
hydrogen) for margarine and other shortenings, and use in non-hydrogenated form
as a nutritional supplement in processed foods, such as breads, soups and
beverages. Industrial oil applications include use in leather tanning,
lubricants, chemicals, paints and animal feeds. In the animal feed segment, the
major application is for aquaculture feeds. The Company believes, based on data
available from an United Nations' organization, that worldwide fish oil usage
for aquaculture in 1995 was 450,000 tons and that by the year 2000, aquaculture
usage will grow to approximately 550,000 tons.
    
 
     In June 1997, the FDA approved the use of refined (non-hydrogenated)
menhaden oil for human consumption in the U.S. Refined (non-hydrogenated)
menhaden oil is the only non-hydrogenated fish oil approved by the FDA for human
consumption. Menhaden oil contains omega-3 fatty acids which have been linked by
researchers to the prevention of hypertension, cardiovascular diseases, cancer
and arthritis. The Company has begun to market refined (non-hydrogenated)
menhaden oil as a supplement to various processed and packaged foods which will
support the marketing of these food products as healthier alternatives. The use
of omega-3 rich oil in products for human consumption is already established in
Europe and Asia. The Company believes U.S. markets will be highly receptive to
menhaden oil supplements in processed foods due to (i) increased interest in
healthier lifestyles, (ii) the publication of research findings supporting the
positive health effects of omega-3 fatty acids consumption, and (iii) aging of
the population and the tendency of consumers to purchase more healthy foods as
they age.
 
SOLUBLES
 
     Fish solubles are a by-product of the fish meal production process and are
a liquid protein product used as an additive in animal feeds and as an organic
fertilizer. The Company has traditionally used fish solubles as an additive to
fish meal in order to increase overall protein content. The Company has also
been successful in a recent initiative to market solubles as a natural means of
soil enhancement. The Company believes that increasing consumer demand for
organically raised products may support a
 
                                       25
 <PAGE>
<PAGE>
growing market for its solubles as a natural replacement for chemical
fertilizers. For example, the Company believes, based on trade publications,
that retail organic food sales have doubled in the U.S. between 1992 and 1996.
 
BUSINESS STRATEGY
 
     The Company's strategy is to continue to enhance its position as the
leading domestic supplier of value-added marine protein and oil products, to
become the leading domestic supplier of omega-3 rich oil for human consumption
and to broaden its product offerings and geographical markets. The principal
elements of this strategy include:
 
     Development of Value-Added Products. The Company intends to focus on
further developing higher margin, high performance marine protein and oil
products which have a sustainable and differentiated competitive advantage. The
Company believes that the development of specialty products will enable it to
command premium prices, higher margins and further strengthen brand recognition.
To date the Company has successfully developed two value-added fish meal
products, Special Select and Sea-Lac, which have generated unit volume growth at
a compound annual growth rate of 16.9% since 1993. In comparison, the Company
believes, based on data provided by an industry trade publication, that
worldwide fish meal production grew at a compound annual growth rate of
approximately 0.8% during the same time period. The Company is also leveraging
its product development expertise to enter new markets, including refined
(non-hydrogenated) fish oils for human consumption and organic fertilizers.
 
     Exploit Domestic Market for Omega-3 Fatty Acids. Menhaden oil contains
omega-3 fatty acids, which studies have linked to the prevention of diseases
such as hypertension, cardiovascular disease, cancer and arthritis. In June
1997, the FDA approved the use of refined (non-hydrogenated) menhaden oil for
human consumption in the United States. Currently, there are no other
non-hydrogenated fish oils approved by the FDA for human consumption. The
Company plans to market refined (non-hydrogenated) menhaden oil as a supplement
to various processed and packaged foods which will support the marketing of
these foods products as healthier alternatives. As a result of its experience in
serving international edible fish oil markets and its position as the only
domestic producer of refined (non-hydrogenated) menhaden oil, the Company
believes that it is well positioned to become the leader in this developing
market.
 
     Maintain Leading Domestic Market Position. The Company is currently the
largest menhaden processor in the U.S., operating 51 steamers, with the next two
largest menhaden competitors operating a combined total of 12 steamers. During
Fiscal 1997, the Company processed approximately 54% of all menhaden processed
in U.S. markets. After integrating the assets acquired in the Recent
Acquisitions which occurred in early Fiscal 1998, the Company anticipates that
it will harvest approximately 80% of all menhaden harvested in U.S. markets in
Fiscal 1998. The Company's leading position enables it to secure a steady supply
of menhaden fish (subject to natural conditions) as well as serve its large
national customers as a reliable first source for marine protein and oil
products.
 
     Continue Strategic Acquisitions. The Recent Acquisitions have increased the
size of the Company's processing capabilities and are expected to increase its
harvesting capabilities. The Company believes that it can further improve its
competitive position by making acquisitions in South America or the U.S. West
Coast, which would provide it with year-round harvesting capabilities and a
production location from which to significantly increase the Company's presence
in the Asian market. The Company also intends to pursue complimentary product
acquisitions, such as producers of other valued added animal proteins, which
will allow it to enter new niche markets.
 
PRODUCT LINES
 
     The Company produces meal, oil and solubles from the menhaden which it
harvests. In Fiscal 1997, the Company harvested approximately 507,358 tons of
menhaden which were processed into approximately 63,835 tons of regular grade
fish meal, 46,409 tons of Special Select, 14,741 tons of Sea-Lac, 61,905 tons of
crude fish oil, 9,657 tons of refined fish oil and 16,531 tons of fish solubles.
 
                                       26
 <PAGE>
<PAGE>
FISH MEAL
 
     The Company produces three grades of fish meal: regular grade meal and two
specialty meals that are sold under Company-owned brand names, Special Select
and Sea-Lac. Fish meal is sold primarily as a high-protein ingredient and
supplement in commercial livestock, dairy, poultry, aquaculture and pet feeds to
enhance feed performance. The Company's fish meal products are marketed with
strict quality and protein content standards, requiring careful monitoring of
the freshness of the fish and processing conditions.
 
     The Company processes its highest quality fish, as measured by freshness,
into Special Select and Sea-Lac. These products are marketed to specific niches
of the animal feed market. Special Select is an easily digestible protein which
facilitates greater protein absorption to meet the nutritional needs of young
animals. Special Select was originally introduced for use in piglet feed to
promote rapid weaning, thereby permitting sows to reproduce faster. This, in
turn, reduces the average number of days to market for piglets. After
successfully marketing this product to the pig market, the Company began selling
Special Select to new markets, including manufacturers of turkey and aquaculture
feed. Sea-Lac is used in the dairy industry as a by-pass protein product which
increases a cow's level of milk production. A by-pass protein delivers protein
more effectively into the cow's digestive system by escaping bacterial
degradation in the rumen.
 
     Fish meal prices are related to the prices for soybean meal, the most
commonly available protein additive. Fish meal generally has a higher level of
protein than soybean meal and, therefore, is typically priced at a premium to
soybean meal on a per ton basis. Fish meal prices are also influenced by the
level of fish caught each season and fluctuate within the fishing season. The
storage life of fish meal is approximately one year, and fish meal prices are at
their lowest during the peak fishing season when other fish meal processors sell
the majority of their production due to lack of storage facilities. Since the
Company operates storage facilities, it can stockpile inventory for sale during
the offseason giving it the ability to meet the year-round demand for fish meal
and achieve higher average selling prices for its products when competing
supplies are limited.
 
     During the last three years, the worldwide demand for protein has increased
at a rate faster than the supply of protein, resulting in increased prices. In
addition, during the last three years, the Company's specialty brand products
have gained greater acceptance in niche markets due to their special performance
characteristics.
 
     On a pro forma basis, the Company's fish meal sales constituted 66.1% of
the Company's Fiscal 1997 revenues. The following table summarizes the Company's
fish meal sales in tons and the weighted average selling price per ton for the
indicated periods:
 
<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED DECEMBER
                                                                                            31,
                                       YEAR ENDED SEPTEMBER 30,                -----------------------------
                           ------------------------------------------------
                                                          AVERAGE SELLING       SALES    AVERAGE SALES PRICE
                                  SALES IN TONS            PRICE PER TON       IN TONS         PER TON
                           ---------------------------   ------------------    -------   -------------------
PRODUCT TYPE                1995      1996      1997     1995   1996   1997     1997            1997
- -------------------------  -------   -------   -------   ----   ----   ----    -------   -------------------
 
<S>                        <C>       <C>       <C>       <C>    <C>    <C>     <C>       <C>
Regular Grade............  108,435    61,494    51,995   $329   $383   $457     10,429          $ 470
Special Select...........   37,084    38,964    47,217    405    495    547     14,053            589
Sea-Lac..................    7,790     9,379    13,917    370    431    509      3,501            528
                           -------   -------   -------                         -------
     Total...............  153,309   109,837   113,129                          27,983
                           -------   -------   -------                         -------
                           -------   -------   -------                         -------
</TABLE>
 
OIL
 
     The Company produces fish oil from menhaden in both a crude and refined
form for the European, Japanese and Mexican food industries, the animal feed
industry, the aquaculture industry and certain niche industrial applications.
Depending on its use, fish oil may be sold in its crude form, partially
processed for use in leather tanning, lubricants, chemicals, paints or other
industrial products or further processed by refining for use in margarine and
other shortenings in hydrogenated form and for use in health foods and health
source supplements in non-hydrogenated form. When used in margarine and other
shortenings, prices for fish oil are generally influenced by prices for
alternative vegetable fats and oils, such as soybean and palm oils.
 
                                       27
 <PAGE>
<PAGE>
     Refined (non-hydrogenated) menhaden oil contains omega-3 fatty acids which
have been linked by research studies to the prevention of certain diseases. In
June, 1997, the FDA approved the use of refined (non-hydrogenated) menhaden oil
for human consumption in the United States. Currently, there are no other
non-hydrogenated fish oils approved by the FDA for human consumption. The
Company plans to market refined (non-hydrogenated) menhaden oil as a supplement
to various processed and packaged foods which will support the marketing of
these food products as healthier alternatives.
 
     On a pro forma basis, the Company's fish oil sales constituted 27.8% of the
Company's Fiscal 1997 revenues. The following table summarizes the Company's oil
sales in tons and the weighted average selling price per ton for the indicated
periods:
 
<TABLE>
<CAPTION>

                                    YEAR ENDED SEPTEMBER 30,                 THREE MONTHS ENDED DECEMBER 31,
                       --------------------------------------------------    -------------------------------
                                                                             SALES
                                                       AVERAGE SELLING         IN      AVERAGE SALES PRICE
                             SALES IN TONS              PRICE PER TON         TONS           PER TON
                       --------------------------    --------------------    ------    -------------------
PRODUCT TYPE            1995      1996      1997     1995    1996    1997     1997            1997
- --------------------   ------    ------    ------    ----    ----    ----    ------    -------------------
 
<S>                    <C>       <C>       <C>       <C>     <C>     <C>     <C>       <C>
Crude Oil...........   79,644    52,257    44,007    $321    $390    $424    22,329           $ 539
Refined Oil.........    8,447     8,814     9,747     448     510     529     1,923             552
                       ------    ------    ------                            ------
     Total..........   88,091    61,071    53,754                            24,252
                       ------    ------    ------                            ------
                       ------    ------    ------                            ------
</TABLE>
 
FISH SOLUBLES
 
     Fish solubles are a liquid protein product used as an additive in fish meal
and also marketed as an independent product to animal feed formulators and the
fertilizer industry. Solubles are sold to the pet food, livestock feed and
aquaculture industries. The Company has experienced recent success introducing a
value-added fish soluble product as an organic fertilizer for golf courses and
as a natural alternative to chemical fertilizer inputs for various row crop and
horticulture products. Fish solubles have begun to gain acceptance in these
markets because, unlike other organic products, they are suitable for spray
applications.
 
     In Fiscal 1997, the Company produced approximately 54,572 tons of fish
solubles, of which 38,041 tons were used as additives to the Company's products
and 16,531 tons were sold to third parties. On a pro forma basis, fish solubles
sales represented 4.2% of the Company's Fiscal 1997 revenues.
 
NETS
 
     The Company manufactures the nets used in its menhaden harvesting
operations. In Fiscal 1997, the Company used approximately 60.0% of the finished
nets for its own operations and generated $1.1 million of revenues from sales of
nets to third parties.
 
SALES, MARKETING AND DISTRIBUTION
 
     The Company markets its products through a staff of nine sales personnel
located at its Hammond, Louisiana administrative offices. The Company sells its
products to manufacturers and processors who incorporate them into their
finished goods. The Company sells to more than 300 customers, including Ralston
Purina Company, Purina Mills, Inc., Friskies PetCare Company, the Animal
Nutrition Division of Cargill, Inc. and Unilever Raw Materials B.V.
 
   
     Approximately 35% of the Company's fish meal sales in Fiscal 1997 were made
to customers in Mississippi, North Carolina, Georgia, Iowa, Texas and Arkansas.
Total sales to the Company's top ten customers represented approximately 23.8%
of the Company's Fiscal 1997 revenues; no single customer accounted for more
than 5.4% of the Company's Fiscal 1997 revenues.
    
 
   
     In Fiscal 1997, approximately 35% of the Company's regular grade fish meal
was sold on a two to six month forward contract basis. The balance of regular
grade fish meal and other products was substantially sold on a spot basis
through purchase orders.
    
 
                                       28
 <PAGE>
<PAGE>
     The Company believes that its success in marketing its products is
attributable to four key factors:
 
          Quality. Many of the Company's products are used to ensure and enhance
     the performance of its customers' end products and, therefore, consistency
     and high quality are essential. The Company assures the consistent high
     quality of its products through rigorous testing at its five quality
     control laboratories where staff personnel constantly sample and analyze
     the Company's products for protein levels, digestibility, fatty acid
     content, moisture and impurities.
 
   
          Year-Round Availability. While the menhaden fishing season usually
     extends from April to December, the Company endeavors to meet the demands
     of its customers by making prompt and reliable delivery of the Company's
     products on a year-round basis which also allows the Company to benefit
     from higher off-season prices for its products. This is accomplished
     through the use of storage facilities located at the Company's processing
     plants, three strategically located leased regional warehouses in
     Guntersville, Alabama, St. Louis, Missouri and East Dubuque, Illinois and a
     leased liquid oil tank depot in Avondale, Louisiana (near New Orleans).
     Since the Company's customers are principally manufacturers and processors,
     its products are distributed mainly in bulk from the Company's processing
     plants or storage facilities directly to the customers' facilities. The
     Company uses various common carriers to transport its products to the
     desired locations, including railway, truck, barge and vessel carriers. The
     Company contracts on an annual basis with liquid and dry meal barge
     carriers and ocean going vessel carriers. The Company believes that it is
     the only marine protein and oil producer that provides products in the U.S.
     throughout the year.
    
 
          Technical Sales Force. Because of the specialized nature of many of
     the niche markets the Company serves, its sales force must have technical
     knowledge of the Company's products and the applications for which they are
     used. The Company employs sales personnel with significant industry and
     technical expertise.
 
          Customer Driven Research and Development. The Company makes grants to
     several university agricultural research departments to perform research
     projects identified by the Company. The Company's research activities are
     often developed jointly with customers enabling the Company to gain a
     better understanding of customer's formulating needs and process
     technology. The Company believes that university research enhances sales of
     its products and results in stronger customer relationships. The Company
     maintains a central laboratory in Hammond, Louisiana, to coordinate these
     research activities.
 
   
INTERNATIONAL SALES
    
 
   
     The Company's products are sold both in the U.S. and internationally.
International sales consist mainly of fish oil sales to Canada, Japan, Mexico
and The Netherlands. Sales outside the U.S. constituted 25.1% of the Company's
pro forma revenues after giving effect to the Venture Milling Disposition, and
30.7% and 27.5% of revenues for Fiscal 1995 and 1996, respectively. The
Company's sales in these foreign markets are denominated in U.S. dollars and are
not directly affected by currency fluctuations. Such sales could be adversely
affected by changes in demand resulting from fluctuations in currency exchange
rates.
    
 
   
     The countries in which the Company currently sells products presently
impose various tariffs and duties, none of which have a significant impact on
the Company's foreign sales. These duties are being reduced annually under the
North American Free Trade Agreement in the case of Mexico and Canada and under
the Uruguay Round Agreement of the General Agreement on Trade and Tariffs in the
case of Japan and the Netherlands. In all cases, the Company's products are
shipped to its customers F.O.B. shipping point and therefore the customer is
responsible for any tariffs, duties or other levies imposed on the Company's
products sold into these markets.
    
 
HARVESTING AND PROCESSING
 
     Fishing. The Company owns a fleet of 66 steamers (51 of which are directly
involved in the harvesting operations) and owns 33 and leases 11 spotter
aircraft (41 of which are directly involved in locating menhaden). The Company's
operations in the U.S. Gulf coast are supported by 38 steamers and 32 spotter
aircraft and its operations off the mid-Atlantic coast are supported by 13
steamers and 9
 
                                       29
 <PAGE>
<PAGE>
spotter aircraft. The Company's fishing area in the Gulf stretches from the
south Texas coastline to the panhandle of western Florida, with fishing
operations concentrated off the Louisiana and Mississippi coasts. The Company's
fishing area in the Atlantic extends from North Carolina to New Jersey. The
fishing season runs from mid-April through October in the Gulf coast and May
through December in the Atlantic coast.
 
     The Company's principal raw material is menhaden, a species of fish that
inhabit coastal and inland tidal waters in the U.S. Menhaden are undesirable for
human consumption due to their small size, boniness and high oil content.
Certain state agencies impose resource depletion restrictions on menhaden
fishing pursuant to fish management legislation. To date, the Company has not
experienced any material adverse impact on its fish catch or operations as a
result of these restrictions.
 
   
     The following table shows the total tons of menhaden harvested in the
Atlantic Ocean and the Gulf coast waters for the following periods as reported
by NMFS:
    
 
<TABLE>
<CAPTION>
                                                               TWELVE MONTHS ENDED
                                   ---------------------------------------------------------------------------
                                   DEC. 1993    DEC. 1994    DEC. 1995    DEC. 1996    SEPT. 1997    DEC. 1997
                                   ---------    ---------    ---------    ---------    ----------    ---------
                                                                    (IN TONS)
 
<S>                                <C>          <C>          <C>          <C>          <C>           <C>
Menhaden(1).....................    947,787     1,126,144     886,056      851,333       943,717      928,465
</TABLE>
 
- ------------
 
(1) The number of menhaden caught has been converted to short tons using the
    NMFS fish catch conversion ratio.
 
     Menhaden usually school in large, tight clusters and are commonly found in
warm, shallow coastal waters. Spotter aircraft locate the schools and direct the
steamers accordingly. Steamers range in size from 165 to 180 feet. The steamers
transport two 40-foot purse boats, each carrying several fishermen and one end
of a 1,500-foot net. The purse boats encircle the school and capture the school
in the net. The fish are pumped from the net into refrigerated holds of the
steamer. Each steamer has a capacity to hold between 500 to 600 tons of fish and
is equipped with a modern refrigeration system that recycles chilled water over
the stored fish to maintain their freshness until unloading. The steamers
generally make day and over-night fishing voyages though, in some instances, the
steamers will fish continuously for up to a week. Upon returning to the plants,
the steamers are unloaded quickly to maintain the freshness of the menhaden,
which is critical to the digestibility of the meal produced from the fish.
 
     Processing Plants. The Company operates five on-shore menhaden processing
plants. The chart below sets forth certain information concerning the Company's
processing facilities at November 30, 1997:
 
<TABLE>
<CAPTION>
                                                           EMPLOYEES
                                                       -----------------                             TOTAL %
                                                       FISHING     OFF                   SPOTTER     OF 1997
FACILITY                                               SEASON     SEASON    STEAMERS    AIRCRAFT      CATCH
- ----------------------------------------------------   -------    ------    --------    ---------    --------
 
<S>                                                    <C>        <C>       <C>         <C>          <C>
Abbeville, LA.......................................     233         76        10            9           26%
Cameron, LA.........................................     297         80        13           11           33
Moss Point, MS......................................     190         51         9            6           15
Reedville, VA.......................................     279        109        13            9           26
Morgan City, LA(1)..................................    --           25         6            6         --
                                                       -------    ------       --           --          ---
     Total..........................................     999        341        51           41          100%
                                                       -------    ------       --           --          ---
                                                       -------    ------       --           --          ---
</TABLE>
 
- ------------
 
(1) The Company acquired the Morgan City plant from Gulf Protein in November
    1997 and will not operate this facility until the beginning of the 1998
    fishing season.
 
     As of November 30, 1997, these plants had an aggregate capacity to process
approximately 950,000 tons of fish annually. The Company's processing plants are
located in coastal areas near the Company's fishing fleet. Annual volume
processed varies depending upon menhaden catch and demand. Each plant maintains
a dedicated dock to unload fish, fish processing equipment and storage capacity.
The Reedville, Virginia facility contains an oil refining plant and net making
facility. The Company periodically reviews possible application of new
processing technologies in order to enhance productivity and reduce costs.
 
     The Company owns the Reedville, Virginia, Moss Point, Mississippi and
Abbeville, Louisiana plants and the real estate on which they are located
(except for a small leased parcel comprising a
 
                                       30
 <PAGE>
<PAGE>
portion of the Abbeville, Louisiana real estate). The Company leases from
unaffiliated third parties the real estate on which the Cameron, Louisiana and
Morgan City, Louisiana plants are located. The Cameron plant lease provides for
a 10 year term ending on June 30, 2002 (with two successive 10 year options) and
annual rent of $50,000. The Morgan City plant lease provides for a 5 year term
beginning on November 25, 1997 at an annual rent of $220,000. The Company has an
option under the Morgan City lease to purchase the plant for $656,000 during the
last month of the lease or earlier if all rent through the end of the term is
paid.
 
     Processing. Prior to processing, the fish are evaluated for freshness
through visual inspection and measurement of total volatile nitrogen (which
increases as fish decay). The highest quality fish are selected for specialty
grade meal and the balance are used for regular grade meal. After evaluation,
the unloaded fish are transferred into steam cookers. After cooking, the fish
are passed through presses to remove substantially all of the oil and water. The
remaining solid portions of the fish are dried in rotary drum driers and then
ground into fish meal. Fish processed into specialty grade meal are dried at a
lower temperature than fish processed into regular grade meal. The lower drying
temperature enhances the digestibility level of the specialty grade meals. The
liquid side stream of the cooking and pressing operations contains oil, water,
dissolved protein and some fish solids. This liquid is passed through a decanter
to remove the solids and is then put through a centrifugal oil/water separation
process. The separated fish oil may be further refined by winterizing,
deodorizing, bleaching and polishing. The separated water and protein mixture is
further processed through evaporators to remove the soluble protein, which can
be sold as a finished product or added to the solid portions of the fish for
processing into fish meal.
 
     Dry Dock Facilities. In July 1997, the Company commenced construction of a
dry dock facility in Moss Point, Mississippi to address the shortage of
shoreside maintenance in the U.S. Gulf coast and the increasing costs of these
services. The facility was completed in March 1998. The Company is using this
facility and other outside facilities to perform routine maintenance to its
fishing fleet. The Company will also provide shoreside maintenance services to
third party vessels if excess capacity exists. The Company believes this
facility will allow it to better control its future vessel maintenance and
refurbishment costs.
 
INSURANCE
 
     The Company maintains insurance against physical loss and damage to its
assets, coverage against liabilities to third parties it may incur in the course
of its operations, as well as workers' compensation, United States Longshoremen
and Harbor Workers' Act and Jones Act coverages. Assets are insured at
replacement cost, market value or assessed earning power. Specifically, the
Company's fishing fleet is currently covered by hull and machinery insurance and
its owned or leased spotter aircraft are currently covered by aviation
insurance. The Company's potential liabilities to employees and third parties
are covered by various policies including protection and indemnity and marine
oil pollution policies. The Company's limits for liability coverage are
statutory or $50.0 million. The $50.0 million limit is comprised of several
excess liability policies which are subject to deductibles, underlying limits
and exclusions. The Company believes its insurance coverage to be in such form,
against such risks, for such amounts and subject to such deductibles as are
prudent and normal for its operations.
 
COMPETITION
 
   
     The marine protein and oil business is subject to significant competition
from producers of vegetable and other animal protein products and oil products
such as Archer-Daniels Midland, Inc. and Cargill, Inc. In addition, but to a
lesser extent, the Company competes with international marine protein and oil
producers, including Scandinavian herring processors and South American anchovy
and sardine processors. Many of these competitors have greater financial
resources and more extensive operations than the Company. The Company's products
compete mainly on price, and to a lesser extent on quality and performance
characteristics, such as protein level and amino acid profile in the case of
fish meal.
    
 
                                       31
 <PAGE>
<PAGE>
REGULATION
 
     The Company's operations are subject to federal, state and local laws and
regulations relating to the location and periods in which fishing may be
conducted. At the state and local level, certain state and local governmental
agencies have either enacted legislation and regulations or have the authority
to enact such legislation and regulations to prohibit or limit menhaden fishing
within their jurisdictional waters. Delaware, Florida, Maryland and South
Carolina have enacted legislation that prohibits the taking of menhaden from
their respective tidal waters. New York, Virginia, New Jersey and Mississippi,
have enacted legislation or have the authority to enact legislation prohibiting
menhaden fishing in certain areas within their respective tidal waters and/or
have established minimum distances from the coast line where menhaden fishing is
permitted. The laws of certain states regulate, among other things: (i) type and
size of menhaden vessels permitted to engage in fishing activities within a
state's tidal waters; (ii) length of the fishing seasons; (iii) level of fish
catch; (iv) fees, licenses and permits required in connection with menhaden
fishing activities; and (v) legal gear and equipment used in fishing. Violations
of these laws and regulations can result in substantial penalties ranging from
forfeiture of the unlawful menhaden fish catch, revocation of licenses and
permits, forfeiture of vessels involved and various other penalties and
sanctions. The Company endeavors to comply with all applicable laws and
regulations pertaining to menhaden fishing. To date, the Company has not
experienced any material impact on its fish catch or operations as a result of
these regulations.
 
     The Company's operations are also subject to federal, state and local laws
and regulations relating to safety matters. The Company, through its operation
of fishing vessels, is subject to the jurisdiction of the U.S. Coast Guard, the
National Transportation Safety Board and the U.S. Customs Service, which set
safety standards for vessel operations and are authorized to investigate vessel
accidents and recommend improved safety standards. The U.S. Customs Service is
authorized to inspect vessels at will. The Company's shoreside operations are
subject to the federal Occupational Safety and Health Act ('OSHA').
 
     The Company's operations are further subject to federal, state and local
laws and regulations relating to the protection of the environment, including
the Clean Water Act which imposes strict controls against the discharge of oil
and other water pollutants into navigable waters. The Clean Water Act also
imposes penalties for any discharge of pollutants in reportable quantities and,
along with the Oil Pollution Act of 1990, imposes substantial liability for the
costs of oil removal, remediation and damages. The Company's operations also are
subject to the federal Clean Air Act, as amended; the federal Resource
Conservation and Recovery Act, which regulates treatment, storage and disposal
of hazardous wastes; the federal Comprehensive Environmental Response,
Compensation and Liability Act, which imposes liability, without regard to
fault, on certain classes of persons that contributed to the release of any
'hazardous substance' into the environment. The OSHA hazard communications
standard, the Environmental Protection Agency community right-to-know
regulations under Title III of the federal Superfund Amendment and
Reauthorization Act and similar state statutes require the Company to organize
information about hazardous materials used or produced in its operations.
Certain of this information must be provided to employees, state and local
governmental authorities and local citizens. Numerous other environmental laws
and regulations, along with similar state laws, also apply to the marine protein
and oil operations of the Company, and all such laws and regulations are subject
to change.
 
     The Company has made, and anticipates that it will make in the future,
expenditures in the ordinary course of its business to remain in compliance with
safety and environmental regulations. Such expenditures have not been material
in the past and are not expected to be material in the future. However, there is
no assurance that safety and environmental laws and regulations enacted in the
future will not adversely affect the Company's operations.
 
     The Company's harvesting operations are subject to certain federal maritime
laws and regulations which require, among other things, that the Company be
incorporated under the laws of the U.S. or a state, the Company's chief
executive officer be a U.S. citizen, no more of the Company's directors be
non-citizens than a minority of the number necessary to constitute a quorum and
at least 50% of the Company's outstanding capital stock (including a majority of
the Company's voting capital stock) be owned by U.S. citizens. If the Company
fails to observe any of these requirements, it will not be eligible
 
                                       32
 <PAGE>
<PAGE>
to conducts its harvesting activities in U.S. jurisdictional waters. Such a loss
of eligibility would have a material adverse affect on the Company.
 
EMPLOYEES
 
     At August 30, 1997, the peak of the Company's 1997 fishing season, the
Company employed approximately 1,000 persons, of whom approximately 400 were
employed on a permanent basis and approximately 600 were employed on a part-time
basis through the end of the fishing season. At January 1, 1998, which is during
the Company's off season, the Company employed approximately 554 persons, all on
a full-time basis. Of these full-time employees, 45 were employed in sales,
marketing, administration and finance, and 509 employees were employed in the
processing plants and the drydock facility. During the off season, plant
employees generally perform maintenance to the Company's facilities.
Approximately 290 employees are represented by an affiliate of the United Food
and Commercial Workers Union under a collective bargaining agreement which
expires April 22, 2000. The Company has not experienced any strike or work
stoppage which had a material impact on operations. The Company considers its
employee relations to be generally satisfactory.
 
LEGAL PROCEEDINGS
 
   
     The Company is involved in various claims and disputes arising in the
normal course of business, including claims made by employees under the Jones
Act which generally are covered by the Company's insurance. The Company believes
that it has adequate insurance coverage for all existing matters and that the
outcome of all pending proceedings, individually and in the aggregate, will not
have a material adverse effect upon the Company's business, results of
operations, cash flows or financial position.
    
 
                                       33
<PAGE>
<PAGE>
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The Company's executive officers and directors are as follows:
 
<TABLE>
<CAPTION>
                    NAME                        AGE                        POSITION
- ---------------------------------------------   ---   --------------------------------------------------
 
<S>                                             <C>   <C>
Joseph L. von Rosenberg III(1)(2)............
                                                39    Chief Executive Officer, President and Director
Robert W. Stockton...........................
                                                47    Executive Vice President and Chief Financial
                                                      Officer
Kelsey D. Short, Jr..........................
                                                43    Senior Vice President-Marketing and Product
                                                      Development
Clyde R. Gilbert.............................
                                                59    Senior Vice President-Operations
Eric T. Furey................................
                                                35    Vice President, General Counsel and Corporate
                                                      Secretary
Michael E. Wilson............................
                                                46    President, Moss Point Drydock and Fabrication,
                                                      Inc.
Malcolm I. Glazer(1)(2)......................
                                                69    Director
Avram A. Glazer(1)(2)........................
                                                37    Chairman of the Board of Directors and Director
</TABLE>
 
- ------------
 
(1) Member of Compensation Committee
 
(2) Member of Audit Committee
 
     Joseph L. von Rosenberg III is President and Chief Executive Officer of the
Company. He has served in these positions since July 1997. Mr. von Rosenberg is
also Executive Vice President of Zapata, a position he has held since November
1995. Prior to becoming Executive Vice President of Zapata, Mr. von Rosenberg
served as General Counsel of Zapata from August 1994 to July 1997 and Corporate
Secretary of Zapata from June 1993 to July 1997. From August 1994 through
November 1995, Mr. von Rosenberg also held the position of Vice President of
Zapata. Prior to joining Zapata in June 1993, he served as General Counsel and
Corporate Secretary of The Simmons Group. Mr. von Rosenberg intends to resign as
Executive Vice President of Zapata prior to the consummation of the Offering.
 
     Robert W. Stockton is Executive Vice President and Chief Financial Officer
of the Company. He has served in these positions since July 1997. For the five
years prior to joining the Company, Mr. Stockton was Vice President and Chief
Financial officer of The Simmons Group and also served as Corporate Controller
of Proler International Corp.
 
     Kelsey D. Short, Jr. is Senior Vice President-Marketing and Product
Development of the Company. He has served in this position since November 1993.
From 1985 to 1993, Mr. Short held a variety of positions in the Company's
marketing department, including Regional Sales Manager, Specialty Meal Manager
and Director of Product Development.
 
     Clyde R. Gilbert is Senior Vice President-Operations of the Company. He has
served in this position since July 1997. Prior to assuming this position, Mr.
Gilbert served as Vice President -- Finance and Controller of the Company since
1990.
 
     Eric T. Furey has served as General Counsel and Corporate Secretary of the
Company since January 1998. Mr. Furey is also General Counsel and Corporate
Secretary of Zapata, a position he has held since July 1997. He was engaged in
the private practice of law for more than five years before joining the Company.
Mr. Furey intends to resign as General Counsel and Secretary of Zapata prior to
the consummation of the Offering.
 
     Michael E. Wilson is President of the Company's wholly-owned subsidiary,
Moss Point Drydock and Fabrication, Inc., a position he has held since June
1997. Since 1996, he has also served as the Company's Coordinator of Marine
Engineering & Maintenance. Mr. Wilson joined the Company in 1985 and served in
various operating capacities until 1996.
 
     Malcolm I. Glazer has been a director of the Company since January 1998. He
is also a director and Chairman of the Board of Directors of Zapata, positions
he has held since July 1993 and July 1994, respectively. From August 1994 to
March 1995, Mr. Glazer has served as President and Chief Executive
 
                                       34
 <PAGE>
<PAGE>
Officer of Zapata. Mr. Glazer has also been a self-employed private investor for
more than five years whose diversified portfolio consists of ownership of the
Tampa Bay Buccaneers National Football League franchise and investments in
television broadcasting, restaurants, restaurant equipment, food services
equipment, health care, banking, real estate and stocks. He is also a director
of Specialty Equipment Companies, Inc. Malcolm I. Glazer is the father of Avram
A. Glazer.
 
     Avram A. Glazer has been a director of the Company since January 1998. He
is also a director and President and Chief Executive Officer of Zapata,
positions which he has held since July 1993 and March 1995, respectively. For
the past five years, he has been employed by, and has worked on behalf of,
Malcolm I. Glazer and a number of entities owned and controlled by Malcolm I.
Glazer. He also serves as a director of Specialty Equipment Companies, Inc.
Avram A. Glazer is the son of Malcolm I. Glazer.
 
     The Company intends to elect two independent directors to the Company's
Board within three months after consummation of the Offering.
 
BOARD COMMITTEES
 
     The Company's Board has established an Audit Committee and a Compensation
Committee. The Board will establish, promptly following consummation of the
Offering, a Conflicts Committee.
 
     The Audit Committee reviews the adequacy of the Company's internal control
systems and financial reporting procedures, reviews the general scope of the
annual audit and reviews and monitors the performance of non-audit services by
the Company's independent public accountants. The Audit Committee also meets
with the independent auditors and with appropriate financial personnel of the
Company regarding these matters. The Audit Committee recommends to the Company's
Board the appointment of the independent auditors. The independent auditors
periodically will meet alone with the Audit Committee and will have unrestricted
access to the Audit Committee.
 
     The Compensation Committee administers management incentive compensation
plans and makes recommendations to the Company's Board with respect to the
compensation of directors and officers of the Company.
 
     The Conflicts Committee will review all proposed transactions between the
Company and Zapata to evaluate the fairness of the transaction to the Company.
The Conflicts Committee will consist solely of independent directors.
 
DIRECTOR COMPENSATION
 
     Each director who is not an employee of the Company receives $1,000 for
each meeting of the Board attended and for each committee meeting attended.
Pursuant to the Directors Option Plan adopted by the Company's Board on January
26, 1998, Messrs. Avram Glazer and Malcolm Glazer were automatically granted
options to purchase 568,200 and 14,200 shares of the Common Stock, respectively,
which options vest ratably over three years commencing on January 26, 1998 and
are exercisable at a price of $12.75 per share. Following the Offering, each new
non-employee director will upon joining the Board automatically be granted
options to purchase 14,200 shares of Common Stock at the fair market value
thereof, and which will vest ratably over three years from the date of the
grant. See 'Management -- Stock Option Plans.'
 
EXECUTIVE COMPENSATION
 
     The following table and accompanying footnotes provide summary information
concerning the compensation earned by the Company's current and former Chief
Executive Officer and the other executive officers of the Company whose salary
and bonus was in excess of $100,000 (the 'Named Officers') for Fiscal 1997:
 
                                       35
 <PAGE>
<PAGE>
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                          ANNUAL COMPENSATION                   ALL OTHER
                                                ---------------------------------------       COMPENSATION
              NAME AND POSITION                 SALARY ($)    BONUS ($)    OTHER ($)(1)         ($)(2)(3)
- ---------------------------------------------   ----------    ---------    ------------    -------------------
 
<S>                                             <C>           <C>          <C>             <C>
Ronald Lassiter Former Chief Executive
  Officer and President(4)...................      --           73,600        705,633           --
 
Joseph Oliver Former Executive Vice
  President -- Finance and Development(5)....     105,608       33,120         64,283             3,126
 
Joseph L. von Rosenberg Chief Executive
  Officer and President(4)...................      --            --            --               --
 
Kelsey Short Senior Vice President --
  Marketing and Product Development..........      93,700       40,480         --                 3,430
</TABLE>
 
- ------------
 
(1) With respect to Mr. Lassiter represents payments made under a consulting
    agreement and with respect to Mr. Oliver represents a severance payment
    under his employment agreement.
 
(2) Pursuant to the Securities and Exchange Commission rules on executive
    compensation disclosure, 'All Other Compensation' does not include
    perquisites because the aggregate amount of such compensation for each of
    the persons listed did not exceed the lesser of (i) $50,000 or (ii) ten
    percent of the combined salary and bonus for such person in Fiscal 1997.
 
(3) Represents the Company's contribution pursuant to its profit sharing plan.
 
(4) Mr. Lassiter retired as Chief Executive Officer and President of the Company
    effective as of July 1997. Mr. von Rosenberg was elected Chief Executive
    Officer and President of the Company effective as of July 1997 and in Fiscal
    1997 received $50,000 in compensation for this position from Zapata where he
    continued to serve as Executive Vice President.
 
(5) Mr. Oliver left the Company's employ in July 1997.
 
EMPLOYMENT AGREEMENTS
 
     The Company intends to enter into employment agreements with Messrs. von
Rosenberg, Stockton, Short, Gilbert and Furey prior to completion of the
Offering. The agreements will require Messrs. von Rosenberg and Furey to resign
as officers of Zapata effective upon the closing of the Offering. These
agreements will provide for base salaries which are subject to review at least
annually, provided that they may not be decreased without the employee's
consent. The initial base salaries under the agreements are as follows for the
indicated executive: Mr. von Rosenberg -- $230,000; Mr. Stockton -- $155,000;
Mr. Short -- $132,500; Mr. Gilbert -- $132,500; and Mr. Furey $120,000. Under
Mr. von Rosenberg's agreement, he will also receive an annual bonus equal to
1.5% of the increase, if any, in the Company's earnings before income taxes,
depreciation and amortization over the prior Fiscal year. The agreements will
also provide for a severance payment equal to 2.99 times the employee's annual
base salary in effect immediately preceding the event of termination of his
employment with the Company (i) by the executive for Good Reason (as defined in
the employment agreement) (ii) by the Company without Cause (as defined in the
employment agreement) or (iii) following any change in control of the Company
(as defined in the employment agreement). The agreements will provide for
rolling three year terms.
 
ANNUAL INCENTIVE COMPENSATION PLAN
 
     The Company intends to establish an Annual Incentive Compensation Plan (the
'Bonus Plan') to provide bonuses to employees of the Company based on the
financial performance of the Company. The maximum bonus that will be awarded to
any participant will be 150% of that person's annual base salary.
 
RETIREMENT PLAN
 
     The Company maintains a defined benefit plan for its employees (the
'Pension Plan'). The table below shows the estimated annual benefits payable on
retirement under the Pension Plan to persons in the specified compensation and
years of service classifications. The retirement benefits shown are based
 
                                       36
 <PAGE>
<PAGE>
upon retirement at age 65 and the payments of a single-life annuity to the
employee (although a participant can select other methods of calculating
benefits) to be received under the Company's Pension Plan using current average
Social Security wage base amounts and are not subject to any deduction for
Social Security or other offset amounts. With certain exceptions, the Internal
Revenue Code of 1986, as amended (the 'Code'), restricts to an aggregate amount
of $120,000 (subject to cost of living adjustments) the annual pension that may
be paid by an employer from a plan which is qualified under the Code. The Code
also limits the covered compensation which may be used to determine benefits to
$150,000.
 
                              RETIREMENT BENEFITS
 
<TABLE>
<CAPTION>
                                       YEARS OF SERVICE
    COVERED         -------------------------------------------------------
COMPENSATION(1)       15          20          25          30          35
- ---------------     -------     -------     -------     -------     -------
 
<S>                 <C>         <C>         <C>         <C>         <C>
   $ 125,000        $18,207     $24,277     $30,346     $36,415     $42,484
     150,000         22,332      29,777      37,221      44,665      52,109
     175,000         22,332      29,777      37,221      44,665      52,109
     200,000         22,332      29,777      37,221      44,665      52,109
     225,000         22,332      29,777      37,221      44,665      52,109
     250,000         22,332      29,777      37,221      44,665      52,109
     300,000         22,332      29,777      37,221      44,665      52,109
     400,000         22,332      29,777      37,221      44,665      52,109
     450,000         22,332      29,777      37,221      44,665      52,109
     500,000         22,322      29,777      37,221      44,665      52,109
</TABLE>
 
- ------------
 
(1) Represents the highest average annual earnings during five consecutive
    calendar years of service.
 
     Compensation of Named Officers covered by the Pension Plan includes
salaries and bonuses as shown in the salary and bonus columns of the Summary
Compensation Table. As of December 31, 1997, the approximate years of credited
service (rounded to the nearest year) under the Retirement Plan of the Named
Officers were as follows: Mr. von Rosenberg, 0, Mr. Lassiter, 0, Mr. Oliver, 9,
and Mr. Short, 12.
 
STOCK OPTION PLANS
 
1998 LONG-TERM INCENTIVE PLAN
 
     The 1998 Incentive Plan, approved by the Company's Board and Zapata as the
sole stockholder of the Company in January 1998, is intended to retain key
executives and other selected employees, reward them for making major
contributions to the Company's success and provide them with a proprietary
interest in the growth and performance of the Company and its subsidiaries.
 
     Employees who participate in the 1998 Incentive Plan will be selected by
the Company's Board (or a committee designated by the Company's Board (the
'Committee') to make recommendations for grants under the 1998 Incentive Plan)
from among those employees who hold positions of responsibility and whose
performance, in the judgement of the Committee, has a significant effect on the
Company's success.
 
     The total number of shares of Common Stock that may be issued pursuant to
the 1998 Incentive Plan will not exceed 3,600,000. Not more than 600,000 shares
of Common Stock are available for awards other than stock options and stock
appreciation rights granted at an exercise or strike price not less than fair
market value on the date of grant. The number of shares of Common Stock that may
be awarded pursuant to the 1998 Incentive Plan is subject to adjustment upon the
occurrence of certain events.
 
     The 1998 Incentive Plan provides for the grant of any or all of the
following types of awards: stock options, stock appreciation rights, stock
awards and cash awards. Stock options may be incentive stock options that comply
with Section 422 of the Code. The allocation of awards under the 1998 Incentive
 
                                       37
 <PAGE>
<PAGE>
Plan is not currently determinable as such allocation is dependent upon future
decisions to be made by the Committee in its sole discretion, subject to the
applicable provisions of the 1998 Incentive Plan.
 
     The exercise price of any stock option may, at the discretion of the
Committee, be paid in cash or by surrendering shares of Common Stock or another
award under the 1998 Incentive Plan, valued at fair market value on the date of
exercise or any combination thereof. Vesting conditions for a stock option will
be specified by the Committee and set forth in the applicable option agreement.
Vesting conditions may include, without limitation, provision for acceleration
in the case of a change in control of the Company or for stock appreciation
rights exercisable for cash (in lieu of the option) in the case of such a change
in control of the Company.
 
     Stock appreciation rights are rights to receive, without payment to the
Company, cash or shares of Common Stock with a value determined by reference to
the difference between the exercise or 'strike' price of the stock appreciation
rights and the fair market value or other specified valuation of the Common
Stock at the time of exercise. Stock appreciation rights may be granted in
tandem with stock options or separately.
 
     Stock awards may consist of Common Stock or be denominated in units of
Common Stock. Stock awards may be subject to conditions established by the
Committee, including service, vesting conditions and performance conditions
(including without limitation performance conditions based on achievement of
specific business objectives, increases in specified indices and attaining
specified growth measures or rates). A stock award may provide for voting rights
and dividend equivalent rights.
 
     Cash awards may be subject to conditions specified by the Committee,
including service conditions and performance conditions.
 
     No participant may be granted during any three-year period, awards
consisting of stock options or stock appreciation rights exercisable for more
than 20% of the shares of Common Stock reserved for issuance under the 1998
Incentive Plan.
 
     Payment of awards may be made in cash or Common Stock or combinations
thereof, as determined by the Committee. An award may provide for the granting
or issuance of additional, replacement or alternative awards upon the occurrence
of specified events, including the exercise of the original award.
 
     An award may provide for a tax gross-up payment to a participant if a
change in control of the Company results in the participant owing an excise tax
or other tax above the rate ordinarily applicable, pursuant to the parachute tax
provisions of Section 280G of the Code or otherwise. The gross-up payment would
be in an amount such that the net amount received by the participant, after
paying the increased tax and any additional taxes on the additional amount,
would be equal to that receivable by the participant if the increased tax were
not applicable.
 
     Pursuant to the 1998 Incentive Plan, on January 26, 1998, the Company
granted options to purchase shares of Common Stock at an exercise price of
$12.75 per share to the following officers for the indicated number of shares:
Mr. von Rosenberg -- 568,200, Mr. Stockton -- 310,000, Mr. Short -- 250,000, Mr.
Gilbert -- 200,000 and Mr. Furey -- 116,160. These options vest ratably over a
three year period beginning on January 26, 1998, the date of the grant.
 
NON-MANAGEMENT DIRECTOR STOCK OPTION PLAN
 
     The Directors Option Plan, approved by the Company's Board and Zapata as
the sole stockholder of the Company in January 1998, is intended to provide
incentives to the directors of the Company who are not employees of the Company
by providing them with options to purchase shares of Common Stock. Options for
up to a maximum of 620,000 shares of Common Stock may be issued under the
Directors Option Plan.
 
     The Directors Option Plan provides that the initial Chairman of the Board
be granted an option to purchase up to 568,200 shares of Common Stock and each
other initial non-employee director of the Company will be granted options to
purchase 14,200 shares of the Common Stock at a price determined by the
Company's Board. All options granted under the Directors Option Plan vest
ratably over three years after the date of grant. Upon the occurrence of certain
events such as stock dividends and stock splits, consolidations or mergers, an
optionee's rights with respect to options granted are to be adjusted
 
                                       38
 <PAGE>
<PAGE>
as provided in the Directors Option Plan. Any non-employee director joining the
Company's Board after the Offering will be granted an option to purchase up to
14,200 shares of Common Stock at an exercise price to be determined by the
Company's Board.
 
     Pursuant to the Directors Option Plan, the Company granted options on
January 26, 1998 to Messrs. Avram Glazer and Malcolm Glazer, to purchase 568,200
shares and 14,200 shares of Common Stock, respectively, at an exercise price of
$12.75 per share. All of these options vest ratably over the three year period
following the date of the grant.
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by (i) all executive officers and
directors of the Company as a group, (ii) each of the Named Officers, (iii) each
of the Company's directors, (iv) all persons known by the Company to
beneficially own more than 5% of the Company's Common Stock and (v) the Selling
Stockholder.
 
   
<TABLE>
<CAPTION>
                                                        SHARES BENEFICIALLY                      SHARES BENEFICIALLY
                                                               OWNED                                    OWNED
                                                       PRIOR TO OFFERING(1)     SHARES TO BE    AFTER THE OFFERING(1)
                                                       ---------------------    SOLD IN THE     ---------------------
NAME & ADDRESS                                           SHARES      PERCENT      OFFERING        SHARES      PERCENT
- ----------------------------------------------------   ----------    -------    ------------    ----------    -------
<S>                                                    <C>           <C>        <C>             <C>           <C>
Zapata Corporation(2) ..............................   19,676,000      100%       4,000,000     15,676,000      66.2%
  1717 St. James Place, Suite 550
  Houston, Texas 77056
Malcolm I. Glazer(2) ...............................   19,676,000      100%       4,000,000     15,676,000      66.2%
  1482 Ocean Boulevard
  Palm Beach, Florida 33480
Joseph L. von Rosenberg III ........................       --         --            --              --          --
Robert W. Stockton .................................       --         --            --              --          --
Kelsey D. Short, Jr. ...............................       --         --            --              --          --
Clyde R. Gilbert ...................................       --         --            --              --          --
Eric T. Furey ......................................       --         --            --              --          --
Avram A. Glazer ....................................       --         --            --              --          --
Ronald Lassiter ....................................       --         --            --              --          --
Joseph Oliver ......................................       --         --            --              --          --
All directors and executive officers as a group        19,676,000      100%       4,000,000     15,676,000      66.2%
  (consists of 8 persons)...........................
</TABLE>
    
 
- ------------
 
(1) Beneficial Ownership is determined in accordance with the rules of the
    Securities and Exchange Commission which generally attribute beneficial
    ownership of securities to persons who possess sole or shared voting power
    and/or investment power with respect to those securities.
 
   
(2) Prior to the Offering, all of the outstanding shares of Common Stock have
    been owned by Zapata. After the Offering, Zapata will own approximately
    66.2% of the Common Stock outstanding after the Offering (62.1% if the
    Underwriters' over-allotment options are exercised in full) of the Common
    Stock then outstanding. Zapata controls the Company. The Glazer Family
    Limited Partnership, a Nevada limited partnership ('Glazer Partnership'),
    owns beneficially and of record approximately 45% of Zapata's outstanding
    common stock. By virtue of such ownership, the Glazer Partnership may be
    deemed to control Zapata, and therefore may be deemed to beneficially own
    the Company's Common Stock owned beneficially by Zapata. The Glazer
    Partnership's sole partners are (i) MIG, Inc. a Nevada corporation, which is
    as a general partner and of which Malcolm Glazer is the sole officer,
    director and shareholder and (ii) the Malcolm Glazer Trust, a Florida trust,
    which is a limited partner, and of which Malcolm Glazer is the sole trustee
    and beneficiary during his lifetime.
    
 
                                       39
<PAGE>
<PAGE>
                     CERTAIN TRANSACTIONS AND ARRANGEMENTS
                         BETWEEN THE COMPANY AND ZAPATA
 
   
     Prior to the Offering, Zapata provided the Company with certain
administrative services, including treasury and tax services, which were billed
at their approximate costs to Zapata. During Fiscal 1995, 1996 and 1997 and
First Quarter Fiscal 1998, fees for these services totaled $34,500, $110,000,
$30,000 and $7,500, respectively. Prior to the Offering, the Company has
provided Zapata with payroll and certain administrative services, which were
billed to Zapata at their approximate costs to the Company. During Fiscal 1996
and 1997, these fees totaled $30,000 each year. The costs of these services were
directly charged and/or allocated based on the estimated percentage of time that
employees spend working on the other party's matters as a percent of total time
worked. The Company's management believes this allocation method is reasonable.
The 1996 amount of taxation services charged to the Company by Zapata is higher
than the 1995 and 1997 amounts primarily due to additional taxation work
involving tax strategies to minimize state and federal income tax and to tax
work related to setting up a foreign sales corporation as it pertained to the
Company.
    
 
     Prior to the Offering, Zapata advanced funds to the Company from time to
time. During Fiscal 1997, Zapata forgave the repayment of $41.9 million of
intercompany indebtedness owed to Zapata by the Company and the Company recorded
this amount as contributed capital. After forgiving such indebtedness, Zapata
advanced $28.1 million to the Company to meet the cash requirements of the
Recent Acquisitions and $5.2 million primarily for payment of the Company's
income taxes. As of December 31, 1997, Zapata had no outstanding guarantees of
Company indebtedness and the Company owed Zapata approximately $33.3 million of
intercompany debt. The intercompany balance attributable to the Recent
Acquisitions accrues interest at a rate equal to Zapata's cost of funds, which
is currently 8.5%; the balance of the Company's indebtedness to Zapata does not
bear any interest. Pursuant to the Separation Agreement described below, the
Company will repay $33.3 million of its intercompany indebtedness due Zapata at
the time of closing of the Offering with a portion of the net proceeds and the
remaining balance of intercompany indebtedness in the ordinary course. See 'Use
of Proceeds.'
 
     Prior to the consummation of the Offering, the Company and Zapata intend to
enter into a number of agreements for the purpose of defining their continuing
relationship. These agreements will be negotiated in the context of a
parent-subsidiary relationship and therefore will not be the result of
negotiations between independent parties. It is the intention of the Company and
Zapata that such agreements and the transactions provided for therein, taken as
a whole, should accommodate the parties' interests in a manner that is fair to
both parties, while continuing certain mutually beneficial arrangements. There
can be no assurance that each of such agreements, or the transactions provided
for therein, will be effected on terms at least as favorable to the Company as
could have been obtained from unaffiliated third parties.
 
     The following is a summary of certain agreements which the Company and
Zapata will enter into and which will become effective upon completion of the
Offering.
 
   
     Separation Agreement. The Separation Agreement provides for the Company and
Zapata to enter into a Sublease Agreement, a Registration Rights Agreement, a
Tax Indemnity Agreement and an Administrative Services Agreement. The Separation
Agreement will require the Company to repay the $33.3 million of intercompany
indebtedness owed by the Company to Zapata contemporaneously with the
consummation of the Offering. See 'Use of Proceeds.' The Separation Agreement
will also prohibit Zapata from engaging in the harvesting of menhaden or the
production or marketing of fish meal, fish oil or fish solubles anywhere in the
United States for a period of five years from the date of the Separation
Agreement. Under the Separation Agreement, Zapata and the Company and its
subsidiaries will indemnify each other with respect to any future losses that
might arise from the Offering as a result of any untrue statement or alleged
untrue statement in any Offering document or the omission or alleged omission to
state a material fact in any Offering document (i) in the Company's case except
to the extent such statement was based on information provided by Zapata and
(ii) in Zapata's case, only to the extent such loss relates to information
supplied by Zapata.
    
 
     Sublease Agreement. The Sublease between the Company and a subsidiary of
Zapata will provide for the Company to lease its principal corporate offices in
Houston, Texas, comprising approximately
 
                                       40
 <PAGE>
<PAGE>
3,354 square feet, at an annual rent of approximately $36,204 and for a term
that coincides with the remaining term of the primary lease pursuant to which
Zapata occupies the space which expires in 2000.
 
     The Sublease will also provide for the Company to utilize certain shared
office equipment for no additional charge.
 
   
     Registration Rights Agreement. The Registration Rights Agreement which the
Company and Zapata will enter into prior to the consummation of the Offering
will provide for the Company to grant certain rights (the 'Registration Rights')
to Zapata with respect to the registration under the Securities Act of the
shares of Common Stock owned by Zapata at the closing of the Offering (the
'Registrable Securities'). Pursuant to the Registration Rights Agreement, Zapata
will be able to require the Company, not more than once in any 365 day period
commencing on the first anniversary of the closing of the Offering and on not
more than three occasions after Zapata no longer owns a majority of the voting
power of the outstanding capital stock of the Company, to file a registration
statement under the Securities Act covering the registration of the Registrable
Securities, including in connection with an offering by Zapata of its securities
that are exchangeable for the Registrable Securities (the 'Demand Registration
Rights'). Zapata's Demand Registration Rights are subject to certain
limitations, including that any such registration cover a number of Registrable
Securities having a fair market value of at least $50.0 million at the time of
the request for registration and that the Company may be able to temporarily
defer a Demand Registration to the extent it conflicts with another public
offering of securities by the Company or would require the Company to disclose
certain material non-public information. Zapata will also be able to require the
Company to include Registrable Securities owned by Zapata in a registration by
the Company of its securities (the 'Piggyback Registration Rights'), subject to
certain conditions, including the ability of the underwriters for the offering
to limit or exclude Registrable Securities therefrom.
    
 
     The Company and Zapata will share equally the out-of-pocket fees and
expenses of the Company associated with a demand registration and Zapata will
pay its pro rata share of underwriting discounts, commissions and related
expenses (the 'Selling Expenses'). The Company will pay all expenses associated
with a piggyback registration, except that Zapata will pay its pro rata share of
the Selling Expenses. The Registration Rights Agreement contains certain
indemnification and contribution provisions (i) by Zapata for the benefit of the
Company and related persons, as well as any potential underwriter and (ii) by
the Company for the benefit of Zapata and related persons, as well as any
potential underwriter. Zapata's Demand Registration Rights will terminate on the
date that Zapata owns, on a fully converted or exercised basis with respect to
such securities held by Zapata, Registrable Securities representing less than
10% of the then issued and outstanding voting stock of the Company. Zapata's
Piggyback Registration Rights will terminate at such time as it is able to sell
all of its Registrable Securities pursuant to Rule 144 under the Securities Act
within a three month period. Zapata also may transfer its Registration Rights to
any transferee from it of Registrable Securities that represent, on a fully
converted or exercised basis with respect to the Registrable Securities
transferred, at least 20% of the then issued and outstanding voting stock of the
Company at the time of transfer; provided, however, that any such transferee
will be limited to (i) two demand registrations if the transfer conveys less
than a majority but more than 30% and (ii) one demand registration if the
transfer conveys 30% or less of the then issued and outstanding voting stock of
the Company.
 
   
     Tax Indemnity Agreement. Prior to the Offering, the Company has been a
member of Zapata's affiliated group and has filed its tax returns on a
consolidated basis with such group. After the Offering, the Company will no
longer be a member of the Zapata affiliated group. Prior to the consummation of
the Offering, the Company and Zapata will enter into a Tax Indemnity Agreement
to define their respective rights and obligations relating to federal, state and
other taxes for periods before and after the Offering. Pursuant to the Tax
Indemnity Agreement, Zapata shall be responsible for paying all federal income
taxes relating to taxable periods ending before and including the date on which
the Company is no longer a member of Zapata's affiliated group. The Company
shall be responsible for all taxes of the Company with respect to taxable
periods beginning after the date on which the Company is no longer a member of
Zapata's affiliated group. The Company shall be entitled to any refunds (or
reductions in tax liability) attributable to any carryback of the Company's
post-Offering tax attributes (i.e., net operating losses) realized by the
Company after it is no longer a member of Zapata's affiliated
    
 
                                       41
 <PAGE>
<PAGE>
   
group. Any other refunds arising from the reduction in tax liability involving
the Zapata affiliated group while the Company was a member of such group,
including but not limited to, taxable periods ending before or including such
date, (with the exception of any refunds arising from a reduction in tax
liability attributable to the Company) shall belong to Zapata.
    
 
     Administrative Services Agreements. Zapata and the Company intend to enter
into an Administrative Services Agreement pursuant to which the Company will
provide Zapata with administrative services upon reasonable request of Zapata.
Zapata will pay the Company for these services at the Company's estimated cost
of providing these services. This Agreement will continue until Zapata
terminates it on 5 days advance written notice or the Company terminates it
after Zapata fails to cure a breach of the Agreement for 30 days after the
Company has given Zapata written notice of the breach.
 
                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
     Immediately after the Offering, the Company's authorized capital stock will
consist of 10,000,000 shares of preferred stock, par value $.01 per share (the
'Preferred Stock'), and 80,000,000 shares of Common Stock. Immediately following
the Offering, 23,676,000 shares (24,276,000 shares if the Underwriters'
over-allotment options are exercised in full) of Common Stock will be
outstanding. All of the shares of Common Stock that will be outstanding
immediately following the Offering, including the shares of Common Stock sold in
the Offering, will be validly issued, fully paid and nonassessable.
 
COMMON STOCK
 
     The holders of Common Stock will be entitled to one vote for each share on
all matters voted on by stockholders, including elections of directors, and,
except as otherwise required by law or provided in any resolution adopted by the
Company's Board with respect to any series of Preferred Stock, the holders of
such shares will possess all voting power. The Company's Articles of
Incorporation (the 'Articles') do not provide for cumulative voting in the
election of directors. Subject to any preferential rights of any outstanding
series of Preferred Stock created by the Company's Board from time to time, the
holders of Common Stock will be entitled to such dividends as may be declared
from time to time by the Company's Board from funds available therefor, and upon
liquidation will be entitled to receive pro rata all assets of the Company
available for distribution to such holders. See 'Dividend Policy.'
 
PREFERRED STOCK
 
     The Company's Board has the authority to issue up to 10,000,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series and the preferences, limitations and relative
rights, including dividend rights, dividend rate, voting rights, terms of
redemption, redemption price or prices, conversion rights and liquidation
preferences of the shares constituting any series, without any further vote or
action by the Company's stockholders. The issuance of Preferred Stock by the
Company's Board could adversely affect the rights of holders of Common Stock.
The potential issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company, may discourage bids
for the Common Stock at a premium over the market price of the Common Stock and
may adversely affect the market price of, and the voting and other rights of the
holders of, the Common Stock. The Company has no current plans to issue any
shares of Preferred Stock.
 
FOREIGN OWNERSHIP RESTRICTIONS
 
     The Articles (i) contain provisions limiting the aggregate percentage
ownership by Non-Citizens of each class of the Company's capital stock to 49.99%
of the outstanding shares of each such class (the 'Permitted Percentage') to
ensure that such foreign ownership will not exceed the maximum percentage
permitted by applicable federal law (presently less than 50.00%), (ii) require
institution of a dual stock certificate system to help determine such ownership,
and (iii) permit the Company's Board to make such determinations as may
reasonably be necessary to ascertain such ownership and implement
 
                                       42
 <PAGE>
<PAGE>
such limitations. These provisions are intended to protect the ability of the
Company's vessels to conduct fishing operations in U.S. territorial waters and
the U.S. Exclusive Economic Zone. See 'Risk Factors -- Restriction on Foreign
Ownership' and 'Business -- Regulation.'
 
     To provide a method to enable the Company reasonably to determine stock
ownership by Non-Citizens, the Articles require the Company to institute (and to
implement through the transfer agent for the Common Stock) a dual stock
certificate system, pursuant to which certificates representing shares of Common
Stock will bear legends that designate such certificates as either 'citizen' or
'non-citizen,' depending on the citizenship of the owner. Accordingly, stock
certificates are denominated as 'citizen' (blue) in respect of Common Stock
owned by Citizens and as 'non-citizen' (red) in respect of Common Stock owned by
Non-Citizens. The Company may also issue non-certificated shares through
depositories if the Company determines such depositories have established
procedures that allow the Company to monitor the ownership of Common Stock by
Non-Citizens.
 
   
     For purposes of the dual stock certificate system, a 'Non-Citizen' is
defined as any person other than a Citizen, and a 'Citizen' is defined as: (i)
any individual who is a citizen of the U.S. by birth, naturalization, or as
otherwise authorized by law; and (ii) any corporation, partnership, association,
limited liability company, joint venture (if not an association, corporation,
partnership or limited liability company) or other business organization which
is a citizen of the U.S. as determined by the Company's Board consistent with
the applicable regulations and statutes thereto as interpreted by the agencies
of the United States government charged with the administration of the Shipping
Act, 1916, as amended, or any court of law. The foregoing definition is
applicable at all tiers of ownership and in both form and substance at each tier
of ownership.
    
 
     Shares of Common Stock are transferable to Citizens at any time and are
transferable to Non-Citizens if, at the time of such transfer, the transfer
would not increase the aggregate ownership by Non-Citizens of the Common Stock
above the Permitted Percentage in relation to the total outstanding shares of
Common Stock or all voting stock. Non-Citizen certificates may be converted to
Citizen certificates upon a showing, satisfactory to the Company, that the
holder is a Citizen. Any purported transfer to Non-Citizens of shares or of an
interest in shares of the Company represented by a Citizen certificate in excess
of the Permitted Percentage will be ineffective as against the Company for all
purposes (including for purposes of voting, dividends, and any other
distribution, upon liquidation or otherwise). In addition, the shares may not be
transferred on the books of the Company, and the Company, whether or not such
stock certificate is validly issued, may refuse to recognize the holder thereof
as a stockholder of the Company except to the extent necessary to effect any
remedy available to the Company. Subject to the foregoing limitations, upon
surrender of any stock certificate for transfer, the transferee will receive
citizen (blue) certificates or non-citizen (red) certificates, as applicable.
 
     The Articles establish procedures with respect to the transfer of shares to
enforce the limitations referred to above and authorize the Company's Board to
implement such procedures. The Company's Board may take other ministerial
actions or make interpretations of the Company's foreign ownership policy as it
deems necessary in order to implement the policy. Under the Articles, the
Company's Board may require that as a condition precedent to each issuance
and/or transfer of stock certificates representing shares of Common Stock
(including the shares of Common Stock being sold in the Offering), a citizenship
certificate will be required from all transferees (and from any recipient upon
original issuance) of Common Stock and, with respect to the beneficial owner of
the Common Stock being transferred, if the transferee (or the original
recipient) is acting as a fiduciary or nominee for such beneficial owner. If
implemented, the registration of the transfer (or original issuance) will be
denied upon refusal to furnish such citizenship certificate, which will provide
information about the purported transferee's or beneficial owner's citizenship.
Furthermore, as part of the dual stock certificate system, depositories holding
shares of the Company's Common Stock will be required to maintain separate
accounts for 'Citizen' and 'Non-Citizen' shares. When the beneficial ownership
of such shares is transferred, the depositories' participants will be required
to advise such depositories as to which account the transferred shares should be
held. In addition, to the extent necessary to enable the Company to determine
the number of shares owned by Non-Citizens, the Company may from time to time
require record holders and beneficial owners of shares of Common Stock to
confirm their
 
                                       43
 <PAGE>
<PAGE>
citizenship status and may, in the discretion of the Company's Board,
temporarily withhold dividends payable to, and deny voting rights to, any such
record holder or beneficial owner until confirmation of citizenship is received.
 
     Should the Company (or its transfer agent for the Common Stock) become
aware that the ownership by Non-Citizens of Common Stock at any time exceeds the
Permitted Percentage (the 'Excess Shares'), the Company's Board is authorized to
withhold dividends and other distributions temporarily on the Excess Shares,
pending the transfer of such shares to a Citizen or the reduction in the
percentage of shares owned by Non-Citizens to or below the Permitted Percentage,
and to deny voting rights with respect to the Excess Shares. If dividends and
distributions are to be withheld, they will be set aside for the account of the
Excess Shares. At such time as such shares are transferred to a Citizen or the
ownership of such shares by Non-Citizens will not result in aggregate ownership
by Non-Citizens in excess of the Permitted Percentage, the dividends withheld
shall be paid to the then record holders of the related shares. Excess Shares
shall, so long as the excess exists, not be deemed to be outstanding for
purposes of determining the vote required on any matter brought before the
stockholders for a vote. The Articles provide that the Company's Board has the
power, in its reasonable discretion and based upon the records maintained by the
Company's transfer agent, to determine those shares of Common Stock that
constitute the Excess Shares. Such determination will be made by reference to
the date or dates on which such shares were purchased by Non-Citizens, starting
with the most recent acquisition of shares by a Non-Citizen and including, in
reverse chronological order, all other acquisitions of shares by Non-Citizens
from and after the acquisition that first caused the Permitted Percentage to be
exceeded; provided that Excess Shares resulting from a determination that a
record holder or beneficial owner is no longer a Citizen will be deemed to have
been acquired as of the date of such determination. To satisfy the Permitted
Percentage described above, the Articles authorize the Company's Board, in its
discretion, to redeem (upon written notice) Excess Shares in order to reduce the
aggregate ownership by Non-Citizens to the Permitted Percentage. As long as the
shares of Common Stock offered hereby continue to be listed on the NYSE, the
redemption price will be the average of the closing sale price of the shares (as
reported by the NYSE) during the 30 trading days next preceding the date of the
notice of redemption. The redemption price for Excess Shares will be payable in
cash.
 
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND
BY-LAWS
 
BOARD OF DIRECTORS
 
     The Articles provide that except as otherwise fixed by or pursuant to the
provisions of a Certificate of Designations setting forth the rights of the
holders of any class or series of Preferred Stock, the number of the directors
of the Company will be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the total number of directors which the
Company would have if there were no vacancies (the 'Whole Board') (but shall not
be less than three). The directors, other than those who may be elected by the
holders of Preferred Stock, will be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible. The terms of the directors elected at the Company's 1998
stockholders' meeting expire at the annual meeting of stockholders to be held in
1999 for one class, the annual meeting of stockholders to be held in 2000 for
another class and at the annual meeting of stockholders to be held in 2001 for a
third class, with each director to hold office until its successor is duly
elected and qualified. Commencing with the 1999 annual meeting of stockholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until such
person's successor is duly elected and qualified.
 
     The Articles provide that except as otherwise provided for or fixed by or
pursuant to a Certificate of Designation setting forth the rights of the holders
of any class or series of Preferred Stock, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Company's
Board resulting from death, resignation, disqualification, removal or other
cause will be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Company's Board,
and not by the stockholders. Any director elected in accordance with the
preceding sentence will hold office for the remainder of the full term of the
class of
 
                                       44
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<PAGE>
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been duly elected and qualified. No
decrease in the number of directors constituting the Company's Board will
shorten the term of any incumbent director. Subject to the rights of holders of
Preferred Stock, any director may be removed from office only for cause by the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
voting stock then outstanding, voting together as a single class.
 
     These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of the Company's Board by filling
the vacancies created by removal with its own nominees. Under the classified
board provisions described above, it would take at least two elections of
directors for any individual or group to gain control of the Company's Board.
Accordingly, these provisions could discourage a third party from initiating a
proxy contest, making a tender offer or otherwise attempting to gain control of
the Company.
 
STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
 
     The Articles and the Company's By-Laws provide that as of the time at which
Zapata and its affiliates cease to be the beneficial owner of an aggregate of at
least a majority of the then outstanding shares of Common Stock, any action
required or permitted to be taken by the stockholders of the Company must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders. Effective as of the date
that Zapata no longer has beneficial ownership of at least a majority of the
Company's outstanding Common Stock, except as otherwise required by law and
subject to the rights of the holders of any Preferred Stock, special meetings of
stockholders of the Company for any purpose or purposes may be called only by
the Company's Board pursuant to a resolution stating the purpose or purposes
thereof approved by a majority of the Whole Board or by the Chairman of the
Company's Board and, effective as of the date Zapata ceases to have beneficial
ownership of a majority of the outstanding Common Stock, any power of
stockholders to call a special meeting is specifically denied. No business other
than that stated in the notice shall be transacted at any special meeting. In
addition, prior to the date on which Zapata no longer holds at least a majority
of the Company's outstanding Common Stock, the Company will call a special
meeting of stockholders promptly upon request by Zapata, or any of its
affiliates, in each case, if such entity is a stockholder of the Company and
stockholder actions may be effected by written consent of the holders of the
amount of the voting stock required to approve such actions. These provisions
may have the effect of delaying consideration of a stockholder proposal until
the next annual meeting unless a special meeting is called by the Company's
Board or the Chairman of the Board.
 
ADVANCE NOTICE PROCEDURES
 
     The By-Laws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before an annual meeting of stockholders of the Company (the 'Stockholder Notice
Procedure'). The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the Chairman of the Board, or by a
stockholder who has given timely written notice to the Secretary of the Company
prior to the meeting at which directors are to be elected, will be eligible for
election as directors of the Company. The Stockholder Notice Procedure also
provides that at an annual meeting only such business may be conducted as has
been brought before the meeting by, or at the direction of, the Chairman of the
Board or the Company Board, or by a stockholder who has given timely written
notice to the Secretary of the Company of such stockholder's intention to bring
such business before such meeting. Under the Stockholder Notice Procedure, for
notice of stockholder nominations to be made at an annual meeting to be timely,
such notice must be received by the Company not later than the close of business
on the 60th calendar day nor earlier than the close of business on the 90th
calendar day prior to the first anniversary of the preceding year's annual
meeting (except that, in the event that the date of the annual meeting is more
than 30 calendar days before or more than 60 calendar days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 90th calendar day prior to such
annual meeting and not later than the close of business on the
 
                                       45
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<PAGE>
later of the 60th calendar day prior to such annual meeting or the 10th calendar
day following the day on which public announcement of a meeting date is first
made by the Company).
 
     In addition, under the Stockholder Notice Procedure, a stockholder's notice
to the Company proposing to nominate a person for election as a director or
relating to the conduct of business other than the nomination of directors must
contain certain specified information. If the chairman of a meeting determines
that an individual was not nominated, or other business was not brought before
the meeting, in accordance with the Stockholder Notice Procedure, such
individual will not be eligible for election as a director, or such business
will not be conducted at such meeting, as the case may be.
 
     The Stockholder Notice Procedure does not apply to Zapata and its
affiliates prior to the date on which Zapata no longer beneficially owns at
least a majority of the outstanding Common Stock.
 
AMENDMENTS
 
     The Articles provide that the affirmative vote of the holders of at least
66 2/3% of the Company's voting stock, voting together as a single class, is
required to amend provisions of the Articles relating to stockholder action
without a meeting; the calling of special meetings; the number, election and
term of the Company's directors; the filling of vacancies; and the removal of
directors. The Articles further provide that the related By-Laws described above
(including the Stockholder Notice Procedure) may be amended only by the
Company's Board or by the affirmative vote of the holders of at least 66 2/3% of
the voting power of the outstanding shares of voting stock, voting together as a
single class.
 
NEVADA ANTITAKEOVER LAWS AND CERTAIN CHARTER PROVISIONS
 
     Nevada's 'Business Combinations' statute, Nevada Revised Statutes
78.411-78.444, which applies to Nevada corporations having at least 200
stockholders which have not opted-out of the statute, prohibits an 'interested
stockholder' from entering into a'combination' with the corporation, unless
certain conditions are met. A 'combination' includes (a) any merger or
consolidation with an 'interested stockholder,' or any other corporation which
is or after the merger or consolidation would be, an affiliate or associate of
the interested stockholder, (b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of assets, in one transaction or a series of
transactions, to or with an 'interested stockholder,' having (i) an aggregate
market value equal to 5% or more of the aggregate market value of the
corporation's assets determined on a consolidated basis, (ii) an aggregate
market value equal to 5% or more of the aggregate market value of all
outstanding shares of the corporation or (iii) representing 10% or more of the
earning power or net income of the corporation determined on a consolidated
basis, (c) any issuance or transfer of shares of the corporation or its
subsidiaries, to the stockholders, having an aggregate market value equal to 5%
or more of the aggregate market value of all the outstanding shares of the
corporation, except under the exercise of warrants or rights to purchase shares
offered, or a dividend or distribution paid or made pro rata to all stockholders
of the corporation, (d) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by or under any agreement,
arrangement or understanding, whether or not in writing, with the 'interested
stockholder,' (e) certain transactions which would have the effect of increasing
the proportionate share of outstanding shares of the corporation owned by the
'interested stockholder,' or (f) the receipt of benefits, except proportionately
as a stockholder, of any loans, advances or other financial benefits by an
'interested stockholder.' An 'interested stockholder' is a person who (i)
directly or indirectly beneficially owns 10% or more of the voting power of the
outstanding voting shares of the corporation or (ii) an affiliate or associate
of the corporation which at any time within three years before the date in
question was the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the then outstanding shares of the corporation.
 
     A corporation to which the statute applies may not engage in a
'combination' within three years after the interested stockholder acquired its
shares, unless the combination or the interested stockholder's acquisition of
shares was approved by the board of directors before the interested stockholder
acquired the shares. If this approval was not obtained, then after the
three-year period expires, the combination may be consummated if all the
requirements in the corporation's articles of incorporation are met and either
(a)(i) the board of directors of the corporation approves, prior to the
 
                                       46
 <PAGE>
<PAGE>
'interested stockholder's' date of acquiring shares, or as to which the purchase
of shares by the 'interested stockholder' has been approved by the corporation's
board of directors before that date or (ii) the combination is approved by the
affirmative vote of holders of a majority of voting power not beneficially owned
by the 'interested stockholder' at a meeting called no earlier than three years
after the date the 'interested stockholder' became such or (b) the aggregate
amount of cash and the market value of consideration other than cash to be
received by holders of common shares and holders of any other class or series of
shares meets the minimum requirements set forth in Sections 78.411 through
78.443, inclusive, and prior to the consummation of the combination, except in
limited circumstances, the 'interested stockholder' will not have become the
beneficial owner of additional voting shares of the corporation.
 
     Nevada law permits a Nevada corporation to 'opt out' of the application of
the 'Business Combinations' statute by inserting a provision doing so in its
original articles of incorporation. The Company's Articles has such a provision.
The Articles can be amended at any time to subject the Company to the effect of
the 'Business Combinations' statutes. Under Nevada law, the Articles may be
amended pursuant to a resolution adopted by the Company's Board and ratified by
a vote of a majority of the voting power of the Company's outstanding voting
stock.
 
     Nevada's 'Control Share Acquisition' statute, Nevada Revised Statute
78.378-78.3793, prohibits an acquiror, under certain circumstances, from voting
shares of a target corporation's stock after crossing certain threshold
ownership percentages, unless the acquiror obtains the approval of the target
corporation's stockholders. The statute specifies three thresholds: at least
one-fifth but less than one-third, at least one-third but less than a majority,
and a majority or more, of all the outstanding voting power. Once an acquiror
crosses one of the above thresholds, shares which it acquired in the transaction
taking it over the threshold or within ninety days become 'Control Shares' which
are deprived of the right to vote until a majority of the disinterested
stockholders restore that right. A special stockholders' meeting may be called
at the request of the acquiror to consider the voting rights of the acquiror's
shares no more than 50 days (unless the acquiror agrees to a later date) after
the delivery by the acquiror to the corporation of an information statement
which sets forth the range of voting power that the acquiror has acquired or
proposes to acquire and certain other information concerning the acquiror and
the proposed control share acquisition. If no such request for a stockholders'
meeting is made, consideration of the voting rights of the acquiror's shares
must be taken at the next special or annual stockholders' meeting. If the
stockholders fail to restore voting rights to the acquiror or if the acquiror
fails to timely deliver an information statement to the corporation, then the
corporation may, if so provided in its articles of incorporation or bylaws, call
certain of the acquiror's shares for redemption. The Company's By-laws provide
for such a redemption. The Control Share Acquisition statute also provides that
the stockholders who do not vote in favor of restoring voting rights to the
Control Shares may demand payment for the 'fair value' of their shares (which is
generally equal to the highest price paid in the transaction subjecting the
stockholder to the statute).
 
     The Control Share Acquisition statute only applies to Nevada corporations
with at least 200 stockholders, including at least 100 record stockholders who
are Nevada residents, and which do business directly or indirectly in Nevada.
While the Company does not currently exceed these thresholds, it may do so in
the future. The Company presently does not 'do business' in Nevada within the
meaning of the Control Share Acquisition Statute and it does not plan to do so.
Therefore, the Control Share Acquisition statute does not currently apply to the
Company.
 
     If the Business Combination statute and/or the Control Share Acquisition
statute become applicable to the Company in the future, the cumulative effect of
these terms may be to make it more difficult to acquire and exercise control of
the Company and to make changes in management more difficult.
 
LIABILITY OF DIRECTORS; INDEMNIFICATION
 
     The Company believes that certain provisions of its Articles and By-Laws
will be useful to attract and retain qualified persons as directors and
officers. The Company's Articles limit the liability of directors to the fullest
extent permitted by Nevada law. This is intended to allow the Company's
directors the benefit of Nevada Corporation Law which provides that directors of
Nevada corporations
 
                                       47
 <PAGE>
<PAGE>
may be relieved of monetary liabilities for breach of their fiduciary duties as
directors, except under certain circumstances, including (i) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law, or
(ii) the willful or grossly negligent payment of unlawful distributions. The
Company's Articles and By-Laws generally require the Company to indemnify, its
directors and officers to the fullest extent permitted by Nevada law. The
Articles and the Company's By-laws also require the Company to advance expenses,
to its directors and its officers to the fullest extent permitted by Nevada law
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it should be ultimately determined that they are not
entitled to indemnification by the Company. Prior to the consummation of the
Offering, the Company intends to enter into indemnification agreements with its
officers and directors which provides for the indemnification and advancement of
expenses by the Company. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company intends to obtain, prior to the
completion of the Offering, officer and director liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act. There is no pending litigation or proceeding involving
a director, officer, associate or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any director,
officer, associate or other agent.
 
TRANSFER AGENT AND REGISTRAR
 
     American Stock Transfer & Trust Company will be the transfer agent and
registrar for the Common Stock.
 
                                       48
<PAGE>
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   
     Of the 23,676,000 shares of Common Stock to be outstanding as of the
closing of the Offering (24,276,000 shares if the Underwriters' over-allotment
options are exercised in full) the 8,000,000 shares of Common Stock sold in the
Offering (9,200,000 shares if the Underwriters exercise their over-allotment
options in full) will be freely tradable without restriction under the
Securities Act, except for any such shares which may be acquired by an affiliate
of the Company (an 'Affiliate'), as that term is defined in Rule 144 promulgated
under the Securities Act ('Rule 144'). The remaining 15,676,000 shares of Common
Stock outstanding upon the consummation of the Offering will be shares of Common
Stock held by Zapata and will be 'restricted securities,' as that term is
defined in Rule 144, that may be sold only if registered under the Securities
Act or in accordance with an applicable exemption from registration, such as
Rule 144.
    
 
     In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares for at least one year (including
the holding period of any prior owner except an affiliate from whom such shares
were purchased) is entitled to sell in 'brokers transactions' or to market
makers, within any three month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) one
percent of the number of shares of Common Stock then outstanding (236,760 shares
immediately after the completion of the Offering) or (ii) generally, the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the required filing of a Form 144 with respect to such sale. Sales
under Rule 144 are generally subject to the availability of current public
information about the Company. Under Rule 144(k), a person who is not deemed to
have been an affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned the shares proposed to be sold for at least
two years (including the holding period of any prior owner other than an
affiliate from whom such shares were purchased), is entitled to sell such shares
without having to comply with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
 
   
     As discussed above, the shares of Common Stock which Zapata will continue
to hold after the Offering are 'restricted securities' as defined in Rule 144,
and may not be sold other than through registration under the Securities Act or
pursuant to an exemption from the regulations thereunder, including exceptions
provided by Rule 144. Pursuant to lock-up agreements, all of the Company's
officers and directors, the Selling Stockholder and the Company have agreed that
they will not, for a period of 180 days from the date of this Prospectus (360
days in the case of the Selling Stockholder), directly or indirectly, offer,
sell, offer to sell, contract to sell, pledge, grant any option to purchase or
otherwise sell or dispose (or announce any offer, sale, offer of sale, contract
of sale, pledge, grant of any option to purchase or other sale or disposition)
of any shares of Common Stock or other capital stock of the Company or any
securities convertible into, or exercisable or exchangeable for, any shares of
Common Stock, or other capital stock of the Company without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
except that such agreement does not prevent the Company from (i) granting
additional options under the 1998 Incentive Plan or the Directors Option Plan or
(ii) issuing stock in connection with an acquisition if the recipient agrees to
the same 180 day restriction on resale. Prudential Securities Incorporated may
in its sole discretion, at any time and without notice, release all or any
portion of the securities subject to such lock-up agreements.
    
 
     The Company intends to enter into a Registration Rights Agreement with the
Selling Stockholder, pursuant to which it grants the Selling Stockholder Demand
Registration Rights and Piggyback Registration Rights. See 'Certain Transactions
and Arrangements Between the Company and Zapata -- Registration Rights
Agreement.' The Selling Stockholder can exercise such rights any time one year
after the closing of the Offering to sell all of the Common Stock it holds or a
certain portion thereof until its beneficial ownership interest in the Company
falls below a certain level.
 
     The Company has granted options to certain officers of the Company for the
purchase of up to 1,657,360 shares of Common Stock pursuant to the 1998
Incentive Plan and options to the Company's non-management directors for the
purchase of 582,400 shares of Common Stock pursuant to the Directors Option
Plan, subject to certain restrictions. See 'Management -- Stock Option Plans.'
Within 365 days after the date of this Prospectus, the Company intends to file a
Registration Statement on Form S-8 covering an aggregate of approximately
4,220,000 shares of Common Stock (including the
 
                                       49
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<PAGE>
shares subject to outstanding options) that have been reserved for issuance
under its stock options and stock options plans for its officers and directors,
thus permitting the resale of such shares in the public market without
restriction under the Securities Act. Shares issued pursuant to these options
and plans after the effective date of such registration statement generally will
be freely tradable without restriction (other than shares issued to affiliates)
or further registration under the Securities Act.
 
     No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the
prevailing market price for the Common Stock. Sales of substantial amounts of
Common Stock, or the perception that such sale could occur, may adversely affect
prevailing market prices for the Common Stock and could impact the Company's
future ability to raise capital through an offering of equity securities.
 
                                       50
 <PAGE>
<PAGE>
                                  UNDERWRITING
 
     The underwriters named below (the 'Underwriters'), for whom Prudential
Securities Incorporated and Deutsche Morgan Grenfell Inc. are acting as
representatives (the 'Representatives'), have severally agreed, subject to the
terms and conditions of the underwriting agreement (the 'Underwriting
Agreement') to purchase from the Company and the Selling Stockholder the
respective number of shares of Common Stock set forth opposite their respective
names below:
 
   
<TABLE>
<CAPTION>
                                                                                     NUMBER
UNDERWRITER                                                                         OF SHARES
- ---------------------------------------------------------------------------------   ---------
<S>                                                                                 <C>
Prudential Securities Incorporated...............................................
Deutsche Morgan Grenfell Inc.....................................................
 
                                                                                    ---------
Total............................................................................   8,000,000
                                                                                    ---------
                                                                                    ---------
</TABLE>
    
 
     The Company and the Selling Stockholder are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby, if any are purchased.
 
     The Underwriters, through the Representatives, have advised the Company and
the Selling Stockholder that they propose to offer the Common Stock initially at
the public offering price set forth on the cover page of this Prospectus; that
the Underwriters may allow to selected dealers a concession of $      per share;
and that such dealers may reallow a concession of $      per share to certain
other dealers. After the Offering, the initial public offering price and the
concessions may be changed by the Representatives.
 
   
     The Company and the Selling Stockholder have granted the Underwriters
over-allotment options, exercisable for 30 days from the date of this
Prospectus, to purchase, in the aggregate, up to 1,200,000 additional shares of
Common Stock at the initial public offering price, less underwriting discounts
and commissions as set forth on the cover page of this Prospectus. Such
additional shares will be purchased from the Company and the Selling Stockholder
on a pro rata basis. The Underwriters may exercise such options solely for the
purpose of covering over-allotments incurred in the sale of the shares of Common
Stock offered hereby. To the extent such options to purchase are exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriters' name in the preceding table bears to 8,000,000.
    
 
     The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters and contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act.
 
     The Representatives have informed the Company and the Selling Stockholder
that the Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
 
     The Company, its officers and directors and the Selling Stockholder have
agreed not to, directly or indirectly, offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise sell or dispose (or
announce any offer, sale, offer of sale, contract of sale, pledge, grant of any
option to purchase or other sale or disposition) of any shares of Common Stock
or other capital stock or any securities convertible into or exercisable or
exchangeable for any shares of Common Stock or other capital stock of the
Company, for a period of 180 days (360 days with respect to the Selling
Stockholder) from the date of this Prospectus without the prior written consent
of Prudential Securities Incorporated, on behalf of the Underwriters, except for
shares offered pursuant to the Offering and issuances
 
                                       51
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<PAGE>
   
pursuant to options granted to employees or directors or pursuant to the
Company's stock option plans or (ii) issuing stock in connection with an
acquisition if the recipient agrees to the same 180 day restriction on resale.
Prudential Securities Incorporated may in its sole discretion, any time and
without notice, release all or any portion of the securities subject to such
lock-up agreement.
    
 
     Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price will be
determined through negotiations between the Company, the Selling Stockholder and
the Representatives. Among the factors to be considered in making such
determination will be the prevailing market conditions, the Company's financial
and operating history and condition, its prospects and the prospects for its
industry in general, the management of the Company and the market prices of
securities for companies in businesses similar to that of the Company.
 
   
     In connection with the Offering, certain Underwriters (and selling group
members if any) and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common Stock.
Such transactions may include stabilization transactions effected in accordance
with Rule 104 of Regulation M, pursuant to which such persons may bid for or
purchase Common Stock for the purpose of stabilizing its market price. The
Underwriters also may create a short position for the account of the
Underwriters by selling more Common Stock in connection with the Offering than
they are committed to purchase from the Company and the Selling Stockholder, and
in such case may purchase Common Stock in the open market following the closing
of the Offering to cover all or a portion of such short position. The
Underwriters may also cover all or a portion of such short position, up to
1,200,000 shares of Common Stock, by exercising the Underwriters' over-allotment
options referred to above. In addition, Prudential Securities Incorporated, on
behalf of the Underwriters, may impose 'penalty bids' under contractual
arrangements with the Underwriters whereby it may reclaim from an Underwriter
(or dealer participating in the Offering) for the account of the other
Underwriters, the selling concession with respect to the Common Stock that is
distributed in the Offering but subsequently purchased for the account of the
Underwriters in the open market. Any of the transactions described in this
paragraph may result in the maintenance of the price of the Common Stock at the
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.
    
 
                                 LEGAL MATTERS
 
   
     The validity of the issuance of the shares of Common Stock offered hereby
by the Company will be passed upon for the Company by Woods, Oviatt, Gilman,
Sturman & Clarke, LLP, Rochester, New York and Marshall, Hill, Cassass and
deLipkau, Reno, Nevada. Certain legal matters related to the sale of the Common
Stock will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P.,
New York, New York.
    
 
                                    EXPERTS
 
     The consolidated balance sheet as of September 30, 1997 and 1996, and the
consolidated statements of operations, stockholder's equity, and cash flows for
each of the three years in the period ended September 30, 1997, included in this
Prospectus and in the Registration Statement of which this Prospectus forms a
part, have been included herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in auditing and accounting.
 
                             AVAILABLE INFORMATION
 
     The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements thereto,
the 'Registration Statement') under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the
 
                                       52
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<PAGE>
Commission. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete, and, in each instance,
reference is made to the copy of the document filed as an exhibit to the
Registration Statement. The Registration Statement can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Commission's regional offices at Suite 1400, Northwest Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661, and 7 World Trade Center (13th Floor),
New York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549 or accessed through the Commissioner's
internet web site at http://www.sec.gov. Additionally, the Company intends to
list the Common Stock sold in the Offering on the NYSE and copies of materials
filed by the Company with the NYSE can be inspected and copied at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
 
     The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934 (the '1934 Act'). As a result of the
Offering, the Company will become subject to the informational requirements of
the 1934 Act. The Company will fulfill its obligations with respect to such
requirements by filing periodic reports and other information with the
Commission. In addition, the Company intends to furnish to its stockholders
annual reports containing consolidated financial statements examined by an
independent public accounting firm.
 
                                       53
 <PAGE>
<PAGE>
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
 
<S>                                                                                                           <C>
Report of Independent Accountants..........................................................................    F-2
Consolidated Balance Sheet, September 30, 1996 and 1997....................................................    F-3
Consolidated Statement of Operations, for the years ended September 30, 1995, 1996 and 1997................    F-4
Consolidated Statement of Stockholder's Equity, for the years ended September 30, 1995, 1996 and 1997......    F-5
Consolidated Statement of Cash Flows, for the years ended September 30, 1995, 1996 and 1997................    F-6
Notes to Consolidated Financial Statements.................................................................    F-7
Condensed Consolidated Balance Sheet, September 30, 1997 and December 31, 1997.............................   F-19
Condensed Consolidated Statement of Operations, for the three months ended December 31, 1996 and 1997......   F-20
Condensed Consolidated Statement of Cash Flows, for the three months ended December 31, 1996 and 1997......   F-21
Notes to Condensed Consolidated Financial Statements.......................................................   F-22
</TABLE>
 
                                      F-1
<PAGE>
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Stockholder and Board of Directors,
  OMEGA PROTEIN CORPORATION:
 
     We have audited the accompanying consolidated balance sheet of Omega
Protein Corporation (formerly Marine Genetics Corporation) as of September 30,
1997 and 1996, and the related consolidated statements of operations, cash flows
and stockholder's equity for each of the three years in the period ended
September 30, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
   
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Omega Protein Corporation as of September 30, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1997, in conformity with generally
accepted accounting principles.
    
 
                                          COOPERS & LYBRAND L.L.P.
 
Houston, Texas
December 11, 1997, except for Note 16,
as to which the date is January 26, 1998 and except
for Note 17, as to which the date is
February 16, 1998
 
                                      F-2
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                           CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                                 SEPTEMBER 30,
                                                                                              -------------------
                                                                                               1996        1997
                                                                                              -------    --------
                                                                                                (IN THOUSANDS,
                                                                                              EXCEPT FOR SHARES)
 
<S>                                                                                           <C>        <C>
                                          ASSETS
Current assets:
     Cash and cash equivalents.............................................................   $ 2,899    $  5,504
     Receivables, net......................................................................    10,521       9,936
     Inventories...........................................................................    29,919      38,448
     Prepaid expenses and other current assets.............................................       800         746
                                                                                              -------    --------
          Total current assets.............................................................    44,139      54,634
                                                                                              -------    --------
Other assets...............................................................................     6,319       4,917
                                                                                              -------    --------
Property and equipment, net................................................................    36,511      40,889
                                                                                              -------    --------
          Total assets.....................................................................   $86,969    $100,440
                                                                                              -------    --------
                                                                                              -------    --------
 
                           LIABILITIES AND STOCKHOLDER'S EQUITY
 
Current liabilities:
     Current maturities of long-term debt..................................................   $   487    $  1,034
     Accounts payable......................................................................     5,466       1,622
     Accrued liabilities...................................................................    14,741      15,423
     Amounts due to parent -- current......................................................     2,726       5,159
                                                                                              -------    --------
          Total current liabilities........................................................    23,420      23,238
                                                                                              -------    --------
Long-term debt.............................................................................     8,287      11,294
                                                                                              -------    --------
Deferred income taxes......................................................................       437       1,180
                                                                                              -------    --------
Other liabilities..........................................................................       896         374
                                                                                              -------    --------
Amounts due to parent -- noncurrent........................................................    41,900       --
                                                                                              -------    --------
Commitments and contingencies (Note 13)....................................................
Stockholder's equity:
     Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued...........     --          --
     Common stock, $.01 par value authorized; 80,000,000 shares; issued and outstanding:
      19,676,000 shares....................................................................       197         197
     Capital in excess of par value........................................................     1,831      43,731
     Reinvested earnings, from October 1, 1990.............................................    10,001      20,426
                                                                                              -------    --------
          Total stockholder's equity.......................................................    12,029      64,354
                                                                                              -------    --------
               Total liabilities and stockholder's equity..................................   $86,969    $100,440
                                                                                              -------    --------
                                                                                              -------    --------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-3
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                              YEARS ENDED SEPTEMBER 30,
                                                                       ----------------------------------------
                                                                        1995            1996             1997
                                                                       -------         -------         --------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<S>                                                                    <C>             <C>             <C>
Revenues                                                               $94,959         $93,609         $117,564
Cost of sales.......................................................    85,122          78,415           93,746
                                                                       -------         -------         --------
Gross profit........................................................     9,837          15,194           23,818
Selling, general and administrative.................................     3,933           4,690            5,613
                                                                       -------         -------         --------
Operating income....................................................     5,904          10,504           18,205
Interest expense, net...............................................    (1,102)           (995)            (592)
Other income (expense)..............................................       116            (118)          (1,328)
                                                                       -------         -------         --------
Income before income taxes..........................................     4,918           9,391           16,285
Provision for income taxes..........................................     1,668           3,463            5,860
                                                                       -------         -------         --------
Net income..........................................................   $ 3,250         $ 5,928         $ 10,425
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Net income per share (basic)........................................   $  0.17         $  0.30         $   0.53
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Average common shares outstanding...................................    19,676          19,676           19,676
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Net income per share (diluted)......................................   $  0.17         $  0.30         $   0.53
                                                                       -------         -------         --------
                                                                       -------         -------         --------
Average common shares and common share equivalents outstanding......    19,676          19,676           19,676
                                                                       -------         -------         --------
                                                                       -------         -------         --------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-4
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
 
<TABLE>
<CAPTION>
                                                                                             CAPITAL
                                                                                               IN
                                                                                  COMMON    EXCESS OF    REINVESTED
                                                                                  STOCK     PAR VALUE     EARNINGS
                                                                                  ------    ---------    ----------
                                                                                           (IN THOUSANDS)
 
<S>                                                                               <C>       <C>          <C>
Balance at September 30, 1994..................................................    $197      $ 1,831      $    823
Net income.....................................................................    --          --            3,250
                                                                                  ------    ---------    ----------
Balance at September 30, 1995..................................................     197        1,831         4,073
Net income.....................................................................    --          --            5,928
                                                                                  ------    ---------    ----------
Balance at September 30, 1996..................................................     197        1,831        10,001
Net income.....................................................................    --          --           10,425
Capital contribution from parent...............................................    --         41,900        --
                                                                                  ------    ---------    ----------
Balance at September 30, 1997..................................................    $197      $43,731      $ 20,426
                                                                                  ------    ---------    ----------
                                                                                  ------    ---------    ----------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-5
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                       YEARS ENDED SEPTEMBER 30,
                                                                                     -----------------------------
                                                                                      1995       1996       1997
                                                                                     -------    -------    -------
                                                                                            (IN THOUSANDS)
 
<S>                                                                                  <C>        <C>        <C>
Cash flow provided by (used in) operating activities:
     Net income...................................................................   $ 3,250    $ 5,928    $10,425
     Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:
       Loss (gain) on disposal of assets, net.....................................        (5)        42        483
       Depreciation, amortization and write-downs.................................     3,607      4,210      4,868
       Deferred taxes.............................................................       382        389        743
       Changes in assets and liabilities, net of the effect of disposition:
          Receivables.............................................................    (2,279)     3,762       (836)
          Inventories.............................................................    11,439     (3,614)    (9,291)
          Accounts payable and accrued liabilities................................    (5,638)     4,832        604
          Amounts due to parent...................................................   (11,249)     2,726      2,433
          Other, net..............................................................       375     (2,053)       624
                                                                                     -------    -------    -------
               Total adjustments..................................................    (3,368)    10,294       (372)
                                                                                     -------    -------    -------
               Net cash provided by (used in) operating activities................      (118)    16,222     10,053
                                                                                     -------    -------    -------
Cash flow provided by (used in) investing activities:
     Proceeds from sale of assets, net............................................       213        624       (771)
     Increase in note receivable..................................................      (450)     --          (334)
     Capital expenditures.........................................................    (6,652)    (4,673)    (9,825)
                                                                                     -------    -------    -------
               Net cash used in investing activities..............................    (6,889)    (4,049)   (10,930)
                                                                                     -------    -------    -------
Cash flow provided by (used in) financing activities:
     Bank overdraft...............................................................    (1,368)     --         --
     Borrowings...................................................................    10,020     11,100      4,061
     Payments on revolving line of credit.........................................     --       (21,100)     --
     Principal payments of debt obligations.......................................      (414)      (581)      (579)
                                                                                     -------    -------    -------
               Net cash provided by (used in) financing activities................     8,238    (10,581)     3,482
                                                                                     -------    -------    -------
Net increase in cash and cash equivalents.........................................     1,231      1,592      2,605
Cash and cash equivalents at beginning of period..................................        76      1,307      2,899
                                                                                     -------    -------    -------
Cash and cash equivalents at end of period........................................   $ 1,307    $ 2,899    $ 5,504
                                                                                     -------    -------    -------
                                                                                     -------    -------    -------
</TABLE>
 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                      F-6
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
     The Company's predecessor, Marine Genetics Corporation, was incorporated in
Delaware on February 19, 1976. The Company is a wholly-owned subsidiary of
Zapata Corporation (and was formerly known as Zapata Protein, Inc.).
 
     The consolidated financial statements include the accounts of Omega Protein
Corporation and its wholly and majority owned subsidiaries (collectively, the
'Company'). Investments in affiliated companies and joint ventures representing
a 20% to 50% voting interest are accounted for using the equity method. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The Company accounts for the results of its operations on a
fiscal year basis ending September 30.
 
BUSINESS DESCRIPTION
 
     The Company produces and markets a variety of products produced from
menhaden (a fish found in commercial quantities), including regular grade and
value added specialty fish meals, crude and refined fish oils and fish solubles.
The Company's fish meal products are used as nutritional feed additives by
animal feed manufacturers and by commercial livestock and poultry farmers. The
Company's refined fish oil products are sold to food producers in Europe and its
crude fish oil products are used in aquaculture feeds and certain industrial
applications. Fish solubles are sold as protein additives for animal feed and as
organic fertilizers.
 
REVENUE RECOGNITION
 
     The Company recognizes revenue when title to its products is transferred to
the customer.
 
INVENTORIES
 
   
     Fish product inventories and materials, parts and supplies are stated at
the lower of cost (average cost) or market.
    
 
   
     The Company's fishing season runs from mid-April to the end of October in
the Gulf Coast and runs from the beginning of May to the end of December in the
Atlantic Coast. Government regulations preclude the Company from fishing during
the off seasons. During the off seasons, the Company incurs costs (i.e. plant
and vessel related labor, utilities, rent and depreciation) that are directly
related to the Company's infrastructure that will be used in the upcoming
fishing season. Costs that are incurred subsequent to a fish catch are deferred
until the next season and are included within inventory.
    
 
   
     The Company's inventory cost system considers all costs, both variable and
fixed, associated with an annual fish catch and its processing. The Company's
costing system allocates cost to inventory quantities on a per unit basis as
calculated by a formula that considers total estimated inventoriable costs for a
fishing season (including off season costs) to total estimated fish catch. The
inventory is relieved to cost of sales as the product is sold at average cost.
The Company adjusts the costs of sales, off-season costs and inventory balances
at the end of each quarter based on revised estimates of off-season costs and
fish catch.
    
 
INCOME TAXES
 
     The Company utilizes the liability method to account for income taxes. This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of existing temporary differences between the
financial reporting and tax reporting basis of assets and liabilities, and
operating loss and tax credit carryforwards for tax purposes. The Company is
included in Zapata Corporation's consolidated U.S. federal income tax return and
its income tax effects are reflected on a separate return basis for financial
reporting purposes.
 
                                      F-7
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
PROPERTY, EQUIPMENT AND DEPRECIATION
 
     Depreciation of property and equipment is computed by the straight-line
method at rates expected to amortize the cost of property and equipment, net of
salvage value, over their estimated useful lives. Estimated useful lives of
assets acquired new, determined as of the date of acquisition are as follows:
 
<TABLE>
<CAPTION>
                                                                                   USEFUL LIVES
                                                                                     (YEARS)
                                                                                   ------------
<S>                                                                                <C>
Fishing vessels and fish processing plants......................................       15 - 20
Furniture and fixtures..........................................................        3 - 10
</TABLE>
 
     Replacements and major improvements are capitalized; maintenance and
repairs are charged to expense as incurred. Upon sale or retirement, the costs
and related accumulated depreciation are eliminated from the accounts. Any
resulting gains or losses are included in the statement of operations. The
Company periodically evaluates its long-lived assets for impairment if events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.
 
CONCENTRATIONS OF CREDIT RISK
 
   
     Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and trade accounts
receivable. Approximately 35% of the Company's fish meal sales in Fiscal 1997
were made to customers in Mississippi, North Carolina, Georgia, Iowa, Texas and
Arkansas. Total sales to the Company's top ten customers represented
approximately 23.8% of the Company's Fiscal 1997 revenues; no single customer
accounted for more than 5.4% of the Company's Fiscal 1997 revenues. The majority
of the Company's fish oil is sold to export markets, including Canada, Japan,
Mexico and The Netherlands. The Company's customer base generally remains
consistent from year to year and procedures are in effect to monitor the
creditworthiness of these customers and generally requires no collateral from
its customers. Historically, the Company has not experienced significant losses
on trade accounts receivable and has not experienced any losses on cash. The
Company does not believe that this concentration of sales and credit risk
represents a material risk of loss with respect to its financial position as of
September 30, 1997.
    
 
     At September 30, 1996 and 1997, the Company had cash deposits concentrated
primarily in one major bank. The Company believes that credit risk in such
deposits is minimal.
 
INVESTMENT IN VENTURE MILLING COMPANY
 
     In August 1993, the Company acquired a 60% equity interest in Venture
Milling Company ('Venture'), a Delaware corporation involved in the milling of
animal feeds and protein-ingredient products for the poultry, hog and dairy
industries. In March 1996, the Company acquired the remaining 40% of Venture's
equity. Venture leased and operated a feed mill in Seaford, Delaware. The
Company consolidated the financial results of Venture. The Company's net income
for the 1995, 1996 and 1997 fiscal years was not materially impacted by activity
related to Venture. The Company sold Venture in fiscal 1997 and recognized a
loss of $531,000, which is recorded in other expense.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
                                      F-8
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
QUASI-REORGANIZATION
 
     In connection with the comprehensive restructuring accomplished in fiscal
1991, the Company, in conjunction with Zapata Corporation, implemented, for
accounting purposes, a 'quasi-reorganization,' an elective accounting procedure
that permits a company that has emerged from previous financial difficulty to
restate its accounts and establish a fresh start in an accounting sense. After
implementation of the accounting quasi-reorganization, the Company's assets and
liabilities were revalued at their estimated fair value and its deficit in
reinvested earnings was charged to capital in excess of par value. The Company
effected the accounting quasi-reorganization as of October 1, 1990.
 
RECLASSIFICATIONS
 
     Reclassifications of prior years information have been made to conform with
the current year presentation. These reclassifications had no effect on net
income or total assets.
 
ACCOUNTING FOR STOCK OPTIONS
 
     In October 1995, the Financial Accounting Standards Board ('FASB') issued
Statement of Financial Accounting Standards No. 123, 'Accounting for Stock Based
Compensation' ('SFAS 123'), which sets forth accounting and disclosure
requirements for stock option and other stock-based compensation plans. The new
statement encourages, but does not require, companies to record stock-based
compensation expense using the fair-value method, rather than the
intrinsic-value method prescribed by Accounting Principles Board ('APB') Opinion
No. 25 ('APB 25'). The Company intends to adopt only the disclosure requirements
of SFAS 123 and to record stock-based compensation expense using the
intrinsic-value approach prescribed by APB 25. Accordingly, the Company will
compute compensation cost as the amount by which the fair market price of the
Company's common stock exceeds the exercise price on the date of grant. The
amount of compensation cost, if any, would be charged to income over the vesting
period.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. SFAS 128 is effective for
periods ending after December 15, 1997, including interim periods. The Company
does not expect that adoption of SFAS 128 will have a significant effect on the
Company's earnings per share. Early adoption is not permitted. (See Note 17).
 
     In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, 'Reporting Comprehensive Income' ('SFAS 130') which is effective for
fiscal years beginning after December 15, 1997. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. It requires (a) classification of items of other comprehensive
income by their nature in a financial statement and (b) display of the
accumulated balance of other comprehensive income separate from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. SFAS 130 is effective for both interim and annual periods
beginning after December 15, 1997.
 
     In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, 'Disclosure about Segments of an Enterprise and Related
Information' ('SFAS 131') which is effective for periods beginning after
December 15, 1997. The disclosures will be required beginning in the Company's
fiscal 1999 annual report. SFAS 131 establishes standards for reporting
information about operating segments in annual financial statements and requires
selected information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. This
Statement
 
                                      F-9
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
supersedes Statement of Financial Accounting Standards No. 14, 'Financial
Reporting for Segments of a Business Enterprise', but retains the requirement to
report information about major customers.
 
2. ACCOUNTS RECEIVABLE
 
     Accounts receivable as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
 
<S>                                                                        <C>        <C>
Trade...................................................................   $ 9,606    $ 8,821
Insurance...............................................................       811        795
Employee................................................................        64         95
Other...................................................................       201        401
                                                                           -------    -------
                                                                            10,682     10,112
Less allowance for doubtful accounts....................................      (161)      (176)
                                                                           -------    -------
                                                                           $10,521    $ 9,936
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
3. INVENTORY
 
     Inventory as of September 30, 1996 and 1997 is summarized as follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
 
<S>                                                                        <C>        <C>
Fish meal...............................................................   $15,311    $19,048
Crude fish oil..........................................................     4,711     11,188
Other fish oil..........................................................     1,507      1,558
Fish solubles...........................................................     1,434        983
Off-season costs (see Note 1)...........................................     2,533      2,420
Materials and supplies..................................................     3,508      3,353
Other...................................................................     1,017      --
                                                                           -------    -------
                                                                            30,021     38,550
Less oil inventory reserve..............................................      (102)      (102)
                                                                           -------    -------
                                                                           $29,919    $38,448
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
4. OTHER ASSETS
 
     Other assets as of September 30, 1996 and 1997 are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                               1996      1997
                                                                              ------    ------
                                                                               (IN THOUSANDS)
 
<S>                                                                           <C>       <C>
Fishing nets...............................................................   $1,201    $1,309
Qualified pension plan.....................................................    2,629     2,588
Title XI loan origination fee..............................................      370       359
Property held for resale...................................................      304       304
Deposits...................................................................      373       116
Investments in unconsolidated affiliates...................................      516       188
Miscellaneous..............................................................      926        53
                                                                              ------    ------
                                                                              $6,319    $4,917
                                                                              ------    ------
                                                                              ------    ------
</TABLE>
 
     Amortization expense for fishing nets amounted to $971,000, $1.0 million
and $965,000 for the years ended September 30, 1995, 1996 and 1997,
respectively.
 
                                      F-10
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5. PROPERTY AND EQUIPMENT
 
     Property and equipment as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                           1996        1997
                                                                         --------    --------
                                                                            (IN THOUSANDS)
 
<S>                                                                      <C>         <C>
Land..................................................................   $  3,861    $  3,967
Plant.................................................................     36,852      38,310
Fishing vessels.......................................................     26,718      30,101
Furniture and fixtures................................................      1,421       1,692
Other.................................................................        447       2,304
                                                                         --------    --------
                                                                           69,299      76,374
Less accumulated depreciation and impairment..........................    (32,788)    (35,485)
                                                                         --------    --------
                                                                         $ 36,511    $ 40,889
                                                                         --------    --------
                                                                         --------    --------
</TABLE>
 
     Depreciation expense for the years ended September 30, 1995, 1996 and 1997
was $2.6 million, $3.2 million and $3.6 million, respectively.
 
6. LONG-TERM DEBT
 
     At September 30, 1996 and 1997, the Company's long-term debt consisted of
the following:
 
<TABLE>
<CAPTION>
                                                                                     1996        1997
                                                                                   --------    --------
                                                                                      (IN THOUSANDS)
 
<S>                                                                                <C>         <C>
U.S. government guaranteed obligations collateralized by a first lien on certain
  fishing vessels and certain plant assets:
     Amounts due in installments through 2011, interest from 6.63% to 7.17%.....   $  7,267    $  8,678
     Amounts due in installments through 2014, interest at Eurodollar rates plus
       .45%; 6.08% and 6.17% at September 30, 1996 and 1997, respectively.......      1,429       1,350
Term note due 2002, interest at prime (8.5% at September 30, 1997)
  collateralized by certain assets of the Company...............................      --          2,175
Other debt at 5.6% and 4% at September 30, 1996 and 1997, respectively..........         78         125
                                                                                   --------    --------
          Total.................................................................      8,774      12,328
               Less current maturities..........................................        487       1,034
                                                                                   --------    --------
Long-term debt..................................................................   $  8,287    $ 11,294
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
     The fair value of the Company's debt obligations are estimated based on the
current rates offered to the Company for the debt of the same remaining
maturities. At September 30, 1996 and 1997, the estimated fair value of debt
obligations approximated book value.
 
     In 1995, the Company entered into a loan agreement with Internationale
Nederlanden (U.S.) Capital Corporation ('ING Loan Agreement'). The ING Loan
Agreement provided the Company with a $15 million revolving credit facility that
was due June 30, 1997. The ING Loan Agreement was terminated in fiscal 1997.
 
ANNUAL MATURITIES
 
     The annual maturities of long-term debt for the five years ending September
30, 2002 are as follows (in thousands):
 
<TABLE>
<CAPTION>
 1998       1999       2000       2001       2002
- ------     ------     ------     ------     ------
 
<S>        <C>        <C>        <C>        <C>
$1,034     $1,061     $1,092     $1,136     $1,108
</TABLE>
 
                                      F-11
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
7. CASH FLOW INFORMATION
 
     The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
 
     Net cash provided by operating activities reflects cash payments of
interest and income taxes.
 
<TABLE>
<CAPTION>
                                                                        1995    1996     1997
                                                                        ----    ----    ------
                                                                            (IN THOUSANDS)
<S>                                                                     <C>     <C>     <C>
Cash paid during the fiscal year for:
     Interest........................................................   $967    $950    $  560
     Income tax......................................................    116     365     2,851
</TABLE>
 
     During fiscal 1995, the Company exchanged certain other assets held for
sale for property and equipment and also exercised an option to purchase certain
real estate resulting in the reclassification of a deposit from other assets to
property and equipment. These transactions resulted in the reclassification of
approximately $2.0 million from other assets to property and equipment.
 
8. INCOME TAXES
 
     The Company's provision for income tax expense consisted of the following:
 
<TABLE>
<CAPTION>
                                                                     1995      1996      1997
                                                                    ------    ------    ------
                                                                          (IN THOUSANDS)
<S>                                                                 <C>       <C>       <C>
Current:
     State.......................................................   $  241    $  348    $  489
     U.S.........................................................    1,045     2,726     4,628
Deferred:
     State.......................................................     (300)     --        --
     U.S.........................................................      682       389       743
                                                                    ------    ------    ------
                                                                    $1,668    $3,463    $5,860
                                                                    ------    ------    ------
                                                                    ------    ------    ------
</TABLE>
 
     As of September 30, 1997, for federal income tax purposes, the Company has
approximately $610,000 of investment tax credit carryforwards expiring in 1999
through 2001, and has approximately $194,000 of alternative minimum tax credit
carryforwards. Investment tax credit carryforwards are reflected in the balance
sheet as a reduction of deferred taxes using the flow through method.
 
     The following table reconciles the income tax provisions computed using the
U.S. statutory rate of 34% in 1995 and 1996 and 35% in 1997 to the provisions
reflected in the financial statements.
 
<TABLE>
<CAPTION>
                                                                     1995      1996      1997
                                                                    ------    ------    ------
                                                                          (IN THOUSANDS)
 
<S>                                                                 <C>       <C>       <C>
Taxes at statutory rate..........................................   $1,672    $3,193    $5,700
Other............................................................       35        40      (158)
State taxes, net of federal benefit..............................      (39)      230       318
                                                                    ------    ------    ------
                                                                    $1,668    $3,463    $5,860
                                                                    ------    ------    ------
                                                                    ------    ------    ------
</TABLE>
 
                                      F-12
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Temporary differences and tax credit carryforwards that gave rise to
significant portions of deferred tax assets and liabilities as of September 30,
1996 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                             1996       1997
                                                                            -------    -------
                                                                              (IN THOUSANDS)
 
<S>                                                                         <C>        <C>
Deferred tax assets:
     Asset write-downs and accruals not yet deductible...................   $ 1,593    $ 1,221
     Investment tax credit carryforwards.................................       632        610
     Alternative minimum tax credit carryforwards........................       194        194
     Equity in loss of unconsolidated affiliates                              --           146
     Other...............................................................       272        367
                                                                            -------    -------
          Total deferred tax assets......................................     2,691      2,538
                                                                            -------    -------
Deferred tax liabilities:
     Property and equipment..............................................    (2,135)    (2,738)
     Pension.............................................................      (893)      (880)
     Other...............................................................      (100)      (100)
                                                                            -------    -------
          Total deferred tax liabilities.................................    (3,128)    (3,718)
                                                                            -------    -------
          Net deferred tax liability.....................................   $  (437)   $(1,180)
                                                                            -------    -------
                                                                            -------    -------
</TABLE>
 
9. ACCRUED LIABILITIES
 
     Accrued liabilities as of September 30, 1996 and 1997 are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
<S>                                                                        <C>        <C>
Salary and benefits.....................................................   $ 6,481    $ 6,454
Insurance...............................................................     4,806      3,618
Trade creditors.........................................................     2,224      2,707
Other...................................................................     1,230      2,644
                                                                           -------    -------
                                                                           $14,741    $15,423
                                                                           -------    -------
                                                                           -------    -------
</TABLE>
 
10. EMPLOYEE'S PROFIT SHARING PLAN
 
     All qualified employees of the Company are covered under the Zapata
Profit-Sharing Plan. The Company contributes matching and profit-sharing
contributions to the plan based on employee contributions and compensation.
Contributions to the plan totaled $638,000, $456,000 and $488,000 in 1995, 1996
and 1997, respectively.
 
11. PENSION PLAN
 
     The Company has a pension plan covering substantially all U.S. employees.
Plan benefits are generally based on employees' years of service and
compensation level. The plan has adopted an excess benefit formula integrated
with covered compensation. Participants are 100% vested in the accrued benefit
after five years of service.
 
                                      F-13
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Net pension cost (credit) for 1996 and 1997 included the following
components:
 
<TABLE>
<CAPTION>
                                                                             1996       1997
                                                                            -------    -------
                                                                              (IN THOUSANDS)
<S>                                                                         <C>        <C>
Service cost-benefits earned during the year.............................   $   554    $   612
Interest cost on projected benefit obligations...........................     1,249      1,327
Actual gain on plan assets...............................................    (1,598)    (1,707)
Amortization of transition asset and other deferrals.....................      (303)      (191)
                                                                            -------    -------
     Net pension cost (credit)...........................................   $   (98)   $    41
                                                                            -------    -------
                                                                            -------    -------
</TABLE>
 
     The Company's funding policy is to make contributions as required by
applicable regulations. No contributions to the plan have been required since
1984. The plan's funded status and amounts recognized in the Company's balance
sheet at September 30, 1996 and 1997, are presented below:
 
<TABLE>
<CAPTION>
                                                                                      1996       1997
                                                                                     -------    -------
                                                                                       (IN THOUSANDS)
<S>                                                                                  <C>        <C>
Fair value of plan assets.........................................................   $19,538    $21,707
                                                                                     -------    -------
Actuarial present value of benefit obligations
     Vested benefits..............................................................    15,865     16,252
     Nonvested benefits...........................................................       440        339
                                                                                     -------    -------
     Accumulated benefit obligation...............................................    16,305     16,591
     Additional benefits based on projected salary increases......................     1,952      1,881
                                                                                     -------    -------
     Projected benefit obligations................................................    18,257     18,472
                                                                                     -------    -------
Excess of plan assets over projected benefit obligations..........................     1,281      3,235
Unrecognized transition asset.....................................................    (2,078)    (1,732)
Unrecognized prior service cost...................................................        86         60
Unrecognized net loss.............................................................     3,340      1,025
                                                                                     -------    -------
Prepaid pension cost..............................................................   $ 2,629    $ 2,588
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     The unrecognized transition asset at October 1, 1987, was $5.2 million
which is being amortized over 15 years. For 1996 and 1997, the actuarial present
value of the projected benefit obligation was based on a 4.75% weighted-average
annual increase in salary levels and a 7.5% discount rate. Pension plan assets
are invested in cash, common and preferred stocks, short term investments and
insurance contracts. The projected long-term rate of return on plan assets was
9.0% in 1996 and 1997. The unrecognized net loss of $1.0 million at September
30, 1997 is expected to be reduced by future returns on plan assets and through
decreases in future net pension credits.
 
12. RELATED-PARTY TRANSACTIONS
 
   
     Certain administrative services, including treasury and taxation services,
are provided to the Company by Zapata Corporation and billed at their
approximate cost. During fiscal 1995, 1996 and 1997, fees for these services
totaled $35,000, $110,000 and $30,000, respectively. The Company provides to
Zapata Corporation payroll and certain administrative services billed at their
approximate cost. During fiscal 1996 and 1997, fees for these services totaled
$30,000 in each year. The cost of such services is based on the estimated
percentage of time that employees spend working on the other party's matters as
a percent of total time worked. The Company's management deems this allocation
method to be reasonable. The 1996 amount of taxation services charged to the
Company by Zapata is higher than the 1995 and 1997 amounts due primarily to
additional work involving tax strategies to minimize state and federal income
tax and due to tax work related to setting up a foreign sales corporation as it
pertained to the Company.
    
 
     The amounts due to parent-current consists primarily of the Company's
portion of income taxes.
 
                                      F-14
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     At September 30, 1997, the Company held receivables which totaled $334,000
from an entity in which it has an equity interest.
 
     During 1997, Zapata Corporation forgave the repayment of $41.9 million and
the Company recorded the amount as contributed capital.
 
     Average balances due to Zapata were:
 
<TABLE>
<CAPTION>
                                                                 1995       1996       1997
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
Amounts due to parent........................................   $47,525    $43,263    $24,893
</TABLE>
 
     The following represents the intercompany activity for the three year
period ended September 30, 1997:
 
<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30,
                                                                         ------------------------------
                                                                          1995        1996       1997
                                                                         -------    --------    -------
                                                                                 (IN THOUSANDS)
<S>                                                                      <C>        <C>         <C>
Beginning balance.....................................................   $53,149    $ 41,900    $44,626
Income taxes payable to parent........................................     1,668       3,463      5,860
Administrative services provided by parent............................        35         110         30
Administrative services provided by the Company.......................     --            (30)       (30)
Payments to parent....................................................   (12,952)       (817)    (3,427)
Capital contribution from parent......................................     --          --       (41,900)
                                                                         -------    --------    -------
Ending balance........................................................   $41,900    $ 44,626    $ 5,159
                                                                         -------    --------    -------
                                                                         -------    --------    -------
 
Amounts due to parent -- current......................................   $ --       $  2,726    $ 5,159
Amounts due to parent -- non-current..................................    41,900      41,900      --
                                                                         -------    --------    -------
     Total............................................................   $41,900    $ 44,626    $ 5,159
                                                                         -------    --------    -------
                                                                         -------    --------    -------
</TABLE>
 
13. COMMITMENTS AND CONTINGENCIES
 
OPERATING LEASE PAYABLE
 
     Future minimum payments under non-cancelable operating lease obligations
aggregate $1.5 million, and for the five years ending September 30, 2002 are (in
thousands):
 
<TABLE>
<CAPTION>
1998       1999       2000       2001       2002
- ----       ----       ----       ----       ----
 
<S>        <C>        <C>        <C>        <C>
$448       $451       $451       $199        $0
</TABLE>
 
     Rental expense for operating leases was $1.4 million, $406,000 and $754,000
in 1995, 1996 and 1997, respectively.
 
LITIGATION
 
     The Company is defending various claims and litigation arising from its
operations. In the opinion of management, any losses resulting from these
matters will not have a material adverse effect on the Company's results of
operations, cash flows or financial position.
 
ENVIRONMENTAL MATTERS
 
     The Company is subject to various possible claims and lawsuits regarding
environmental matters. Management believes that costs, if any, related to these
matters will not have a material adverse effect on the results of operations,
cash flows or financial position of the Company.
 
                                      F-15
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
14. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
 
     The Company operates within one industry segment, menhaden fishing for the
production and sale of fish meal, fish solubles and fish oil. Export sales of
fish oil and fish meal were approximately $26.7 million, $20.9 million and $21.5
million in fiscal 1995, 1996 and 1997, respectively. Such sales were made
primarily to European markets. In fiscal 1995, sales to one customer were
approximately $12.3 million; in 1996 and 1997, no sales to any one customer
exceeded 10% of consolidated sales.
 
     The following table shows the geographical distribution of revenues based
on location of customers:
 
<TABLE>
<CAPTION>
                                                1995                  1996                  1997
                                          ----------------      ----------------      -----------------
                                          REVENUES     %        REVENUES     %        REVENUES      %
                                          -------    -----      -------    -----      --------    -----
 
<S>                                       <C>        <C>        <C>        <C>        <C>         <C>
U.S....................................   $68,296     72.0%     $72,711     77.7%     $ 96,071     81.7%
Europe.................................    25,019     26.3       14,578     15.6         7,274      6.2
Canada.................................     1,179      1.2        1,896      2.0         6,381      5.4
Mexico.................................        22     --          1,246      1.3         3,223      2.7
Other..................................       443      0.5        3,178      3.4         4,615      4.0
                                          -------    -----      -------    -----      --------    -----
                                          $94,959    100.0%     $93,609    100.0%     $117,564    100.0%
                                          -------    -----      -------    -----      --------    -----
                                          -------    -----      -------    -----      --------    -----
</TABLE>
 
15. SUBSEQUENT EVENTS -- ACQUISITIONS
 
     On November 3, 1997, the Company acquired the fishing and processing assets
of American Protein, Inc. ('American Protein'), which operated ten steamers and
a menhaden processing plant in the Chesapeake Bay area, for $14.5 million in
cash (the 'American Protein Acquisition'). American Protein's facilities were
located in close proximity to the Company's Reedville, Virginia facility.
Shortly after completing this transaction, the Company closed the American
Protein processing plant and began integrating its assets into the Company's
existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment located at the Gulf Protein plant
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in liabilities (the 'Gulf Protein Acquisition,' and together with the
American Protein Acquisition, the 'Recent Acquisitions'). The Company accounted
for this acquisition as a purchase, thus the results of operations began being
included in the Company's Statement of Operations beginning November 25, 1997.
In connection with the Gulf Protein Acquisition, the Company also entered into a
five-year lease for the Gulf Protein plant at a $220,000 annual rental rate. The
Company is currently upgrading this plant's processing capabilities so that it
can manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     Such acquisitions were financed by a $28.1 million intercompany loan from
Zapata. The interest rate on this loan is 8.5% and is repayable in quarterly
installments beginning May 1, 1998. The loan matures August 1, 2002.
 
16. SUBSEQUENT EVENTS -- OTHER
 
MERGER INTO OMEGA PROTEIN CORPORATION
 
     On January 26, 1998, Marine Genetics Corporation merged into Omega Protein
Corporation, a Nevada corporation and wholly owned by Zapata, with Omega Protein
Corporation being the surviving entity. The common control merger was accounted
for at historical costs in a manner similar to that in a pooling of interests
accounting. In connection with the merger, Marine Genetics Corporation's
outstanding common stock was converted into Omega Protein Corporation common
stock at the rate of
 
                                      F-16
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
one share for 19,676 shares of Omega Protein Corporation common stock and Omega
Protein Corporation's pre-merger outstanding common stock was cancelled and
treated as treasury stock. As a result, the Company's capitalization is as
follows: authorized capital stock of 80,000,000 shares common stock, par value
$0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per
share; and outstanding shares of 19,676,000 shares of common stock.
 
CONTEMPLATED INITIAL PUBLIC OFFERING
 
   
     The Company is currently contemplating an Initial Public Offering of
8,000,000 of its common stock, with 4,000,000 shares being offered by the
Company and 4,000,000 shares being offered by Zapata Corporation. Also in
connection with the planned Initial Public Offering, the Company will have
authorized Preferred Stock of 10,000,000 shares at a $0.01 par value per share.
Zapata will own approximately 66.2% (approximately 62.1% if the underwriters'
over-allotment options are exercised in full) of the shares of common stock upon
completion of the Initial Public Offering.
    
 
REVOLVING LINE OF CREDIT
 
     On December 30, 1997, the Company entered into a commitment letter with a
financial institution to enter into a revolving line of credit with a maximum
credit limit of $20 million. Interest will be either LIBOR plus a margin of
1.35% to 1.50% or at prime minus 0.75%. The Company will be required to comply
with certain covenants upon the closing of this credit facility. The credit
facility will be collateralized by all of the Company's assets not pledged to
collateralize the Company's other borrowings exclusive of the Company's vessels
and real estate.
 
STOCK OPTION PLANS
 
1998 Long-Term Incentive Plan
 
     On January 26, 1998, the 1998 Long-Term Incentive Plan of the Company (the
'1998 Incentive Plan') was approved by the Company's Board. The 1998 Incentive
Plan provides for the grant of any or all of the following types of awards:
stock options, stock appreciation rights, stock awards and cash awards. The
Board granted 1,657,360 stock options under the 1998 Incentive Plan at $12.75
per share on January 26, 1998. These options granted vest ratably over three
years from the date of grant and expire ten years from the date of grant.
 
Non-Management Director Stock Option Plan
 
     On January 26, 1998, the Non-Management Director Stock Option Plan (the
'Directors Plan') was approved by the Board. The Directors Plan provides that
the initial Chairman of the Board be granted options to purchase 568,200 shares
of the common stock and each other initial non-employee director of the Company
will be granted options to purchase 14,200 shares of common stock at a price
determined by the Board. The Board granted 582,400 stock options under the
Directors Plan at $12.75 per share on January 26, 1998, of which 568,200 were
granted to the Chairman of the Board and 14,200 were granted to the other
non-management Board member. These options granted generally vest ratably over
the three years from the date of grant and expire ten years from the date of
grant.
 
17. IMPLEMENTATION OF SFAS 128
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. The Company adopted the
statement on October 1, 1997. Basic earnings per share was computed by dividing
income by the weighted average number of common shares outstanding. Diluted
 
                                      F-17
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
earnings per share was computed by dividing income by the sum of the weighted
average number of common shares outstanding and the effect of unexercised
employee stock options.
 
18. QUARTERLY FINANCIAL DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                       --------------------------------------------------
                                                       DECEMBER 31    MARCH 31    JUNE 30    SEPTEMBER 30
                                                       -----------    --------    -------    ------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                    <C>            <C>         <C>        <C>
Fiscal 1996
     Revenues.......................................     $23,466      $14,383     $20,920      $ 34,840
     Operating income...............................       3,063        1,980       3,771         1,690
     Net income.....................................       1,725        1,114       2,200           889
     Net income per share...........................     $  0.09      $  0.06     $  0.11      $   0.04
Fiscal 1997
     Revenues.......................................     $25,623      $22,964     $31,025      $ 37,952
     Operating income...............................       3,792        3,503       6,451         4,459
     Net income.....................................       2,225        2,185       3,713         2,302
     Net income per share...........................     $  0.11      $  0.11     $  0.19      $   0.12
</TABLE>
 
   
19. CERTAIN TRANSACTIONS AND ARRANGEMENTS BETWEEN THE COMPANY AND ZAPATA
(UNAUDITED)
    
 
   
     Upon completion of the Company's initial public offering, the Company and
Zapata will enter into certain agreements that will include the Separation,
Sublease, Registration Rights, Tax Indemnity and Administrative Services
Agreements. The Separation Agreement would require the Company to repay $33.3
million of indebtedness and current payables owed by the Company to Zapata
contemporaneously with the consummation of the Company's initial public offering
and would prohibit Zapata from competing with the Company for a period of five
years. The Sublease Agreement would provide for the Company to lease its
principal corporate offices in Houston, Texas from Zapata and would provide for
the Company to utilize certain shared office equipment for no additional charge.
The Registration Rights Agreement would set forth the rights and
responsibilities of each party concerning certain registration filings and would
provide for the sharing of fees and expenses related to such filings. The Tax
Indemnity Agreement would require the Company to be responsible for federal,
state and local income taxes from its operations and the Administrative Services
Agreement would allow the Company to provide certain administrative services to
Zapata at the Company's estimated cost.
    
 
                                      F-18
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,    DECEMBER 31,
                                                                                          1997             1997
                                                                                      -------------    ------------
                                                                                             (IN THOUSANDS,
                                                                                           EXCEPT FOR SHARES)
 
<S>                                                                                   <C>              <C>
                                      ASSETS
Current assets:
     Cash and cash equivalents.....................................................     $   5,504        $ 10,258
     Receivables, net..............................................................         9,936           9,387
     Inventories...................................................................        38,448          35,787
     Prepaid expenses and other current assets.....................................           746           1,368
                                                                                      -------------    ------------
          Total current assets.....................................................        54,634          56,800
                                                                                      -------------    ------------
Other assets.......................................................................         4,917           5,574
                                                                                      -------------    ------------
Property and equipment, net........................................................        40,889          68,246
                                                                                      -------------    ------------
          Total assets.............................................................     $ 100,440        $130,620
                                                                                      -------------    ------------
                                                                                      -------------    ------------
 
                       LIABILITIES AND STOCKHOLDER'S EQUITY
 
Current liabilities:
     Current maturities of long-term debt..........................................     $   1,034        $  1,540
     Accounts payable..............................................................         1,622           1,356
     Accrued liabilities...........................................................        15,423           8,208
     Amounts due to parent -- current..............................................         5,159           8,798
                                                                                      -------------    ------------
          Total current liabilities................................................        23,238          19,902
                                                                                      -------------    ------------
Long-term debt.....................................................................        11,294          11,282
                                                                                      -------------    ------------
Deferred income taxes..............................................................         1,180           1,280
                                                                                      -------------    ------------
Other liabilities..................................................................           374             374
                                                                                      -------------    ------------
Amounts due to parent -- non-current...............................................       --               28,116
                                                                                      -------------    ------------
Commitments and contingencies......................................................       --               --
Stockholder's equity:
     Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued...       --               --
     Common stock, $0.01 par value authorized; 80,000,000 shares; issued and
      outstanding: 19,676,000 shares...............................................           197             197
     Capital in excess of par value................................................        43,731          43,731
     Reinvested earnings, from October 1, 1990.....................................        20,426          25,738
                                                                                      -------------    ------------
          Total stockholder's equity...............................................        64,354          69,666
                                                                                      -------------    ------------
               Total liabilities and stockholder's equity..........................     $ 100,440        $130,620
                                                                                      -------------    ------------
                                                                                      -------------    ------------
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-19
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED
                                                                                             DECEMBER 31,
                                                                                        -----------------------
                                                                                         1996            1997
                                                                                        -------         -------
                                                                                            (IN THOUSANDS,
                                                                                           EXCEPT PER SHARE
                                                                                               AMOUNTS)
 
<S>                                                                                     <C>             <C>
Revenues........................................................................        $25,623         $29,503
Cost of sales...................................................................         20,806          19,274
                                                                                        -------         -------
Gross profit....................................................................          4,817          10,229
Selling, general and administrative.............................................          1,025           1,154
                                                                                        -------         -------
Operating income................................................................          3,792           9,075
Interest expense, net...........................................................           (202)           (379)
Other expense, net..............................................................             (1)            (13)
                                                                                        -------         -------
Income before income taxes......................................................          3,589           8,683
Provision for income taxes......................................................          1,364           3,371
                                                                                        -------         -------
Net income......................................................................        $ 2,225         $ 5,312
                                                                                        -------         -------
                                                                                        -------         -------
Net income per share (basic)....................................................        $  0.11         $  0.27
                                                                                        -------         -------
                                                                                        -------         -------
Average common shares outstanding...............................................         19,676          19,676
                                                                                        -------         -------
                                                                                        -------         -------
Net income per share (diluted)..................................................        $  0.11         $  0.27
                                                                                        -------         -------
                                                                                        -------         -------
Average common shares and common share equivalents outstanding..................         19,676          19,676
                                                                                        -------         -------
                                                                                        -------         -------
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-20
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 
   
<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                               DECEMBER 31,
                                                                                           ---------------------
                                                                                            1996          1997
                                                                                           -------      --------
                                                                                              (IN THOUSANDS)
 
<S>                                                                                        <C>          <C>
Cash flows provided by (used in) operating activities:
     Net income.......................................................................     $ 2,225      $  5,312
     Adjustments to reconcile net income to net cash provided by (used in) operating
      activities:
       Loss (gain) on disposal of assets, net.........................................       --              (30)
       Depreciation and amortization..................................................       1,155         1,672
       Deferred taxes.................................................................         186           100
       Changes in assets and liabilities, net of the effect of disposition:
          Receivables.................................................................       3,486           549
          Inventories.................................................................         587         2,661
          Prepaid expenses and other current assets...................................        (498)         (622)
          Accounts payable and accrued liabilities....................................      (6,729)       (7,481)
          Amounts due to parent.......................................................       1,462         3,639
          Other, net..................................................................         363           (58)
                                                                                           -------      --------
               Total adjustments......................................................          12           430
                                                                                           -------      --------
               Net cash provided by operating activities..............................       2,237         5,742
                                                                                           -------      --------
Cash flows provided by (used in) investing activities:
     Proceeds from sale of assets, net................................................       --              503
     Capital expenditures.............................................................      (1,698)       (1,102)
     Acquisitions.....................................................................       --          (28,116)
                                                                                           -------      --------
               Net cash used in investing activities..................................      (1,698)      (28,715)
                                                                                           -------      --------
Cash flow provided by (used in) financing activities:
     Long term debt...................................................................       1,849         --
     Borrowings from parent -- non-current............................................       --           28,116
     Principal payments of debt obligations...........................................        (119)         (389)
                                                                                           -------      --------
               Net cash provided by financing activities..............................       1,730        27,727
                                                                                           -------      --------
Net increase in cash and cash equivalents.............................................       2,269         4,754
Cash and cash equivalents at beginning of period......................................       2,899         5,504
                                                                                           -------      --------
Cash and cash equivalents at end of period............................................     $ 5,168      $ 10,258
                                                                                           -------      --------
                                                                                           -------      --------
</TABLE>
    
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                      F-21
<PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1. FINANCIAL STATEMENTS
 
     The condensed consolidated financial statements included herein have been
prepared by Omega Protein Corporation ('Omega' or the 'Company'), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements reflect all adjustments that are, in the opinion of
management, necessary to fairly present such information. All such adjustments
are of a normal recurring nature. Although Omega believes that the disclosures
are adequate to make the information presented not misleading, certain
information and footnote disclosures, including a description of significant
accounting policies, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted pursuant to such rules and regulations. These consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto included in this Registration Statement.
 
     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, 'Earnings Per Share' ('SFAS 128') which established standards
for computing and presenting earnings per share. The Company adopted the
statement October 1, 1997. Basic earnings per share was computed by dividing
income by the weighted average number of common shares outstanding. Diluted
earnings per share was computed by dividing income by the sum of the weighted
average number of common shares outstanding and the effect of unexercised
employee stock options.
 
     In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, 'Reporting Comprehensive Income' ('SFAS 130') which is effective for
fiscal years beginning after December 15, 1997. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. It requires (a) classification of items of other comprehensive
income by their nature in a financial statement and (b) display of the
accumulated balance of other comprehensive income separate from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. The Company will adopt the provisions of the statement in
fiscal 1999.
 
     In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, 'Disclosure about Segments of an Enterprise and Related
Information' ('SFAS 131') which is effective for periods beginning after
December 15, 1997. SFAS 131 establishes standards for reporting information
about operating segments in annual financial statements and requires selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. This Statement
supersedes SFAS 14, Financial Reporting for Segments of a Business Enterprise,
but retains the requirement to report information about major customers. The
Company will adopt the provisions of the statement in fiscal 1999.
 
   
     In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, 'Employers' Disclosures About Pensions and Other
Postretirement Benefits' ('SFAS 132') which is effective for fiscal year
beginning after December 15, 1997. SFAS 132 significantly changes current
financial statement disclosures requirements from those that were required under
SFAS 87, 'Employers' Accounting for Pensions,' SFAS 88, 'Employers' Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits,' and SFAS 106, 'Employers' Accounting for Postretirement
Benefits Other Than Pensions.' SFAS 132 does not change the existing measurement
or recognition provisions of FASB Statement Nos. 87, 88 or 106. It requires that
additional information be disclosed regarding changes in benefit obligation and
fair values of plan assets, standardizes the disclosure requirements for
pensions and other postretirement benefits and presents them in one footnote and
eliminates certain disclosures that are no longer considered useful. The Company
will adopt the provisions of the statement in fiscal 1999.
    
 
                                      F-22
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2. ASSET ACQUISITIONS
 
     On November 3, 1997, the Company acquired the fishing and processing assets
of American Protein, Inc. ('American Protein'), which operated ten steamers and
a menhaden processing plant in the Chesapeake Bay area, for $14.5 million in
cash (the 'American Protein Acquisition'). American Protein's facilities were
located in close proximity to the Company's Reedville, Virginia facility.
Shortly after completing this transaction, the Company closed the American
Protein processing plant and began integrating its assets into the Company's
existing operations.
 
     On November 25, 1997, the Company purchased the fishing and processing
assets of Gulf Protein, Inc. ('Gulf Protein'), which included six steamers, five
spotter planes and the processing equipment located at the Gulf Protein plant
near Morgan City, Louisiana, for $13.6 million in cash and the assumption of
$883,000 in liabilities (the 'Gulf Protein Acquisition,' and together with the
American Protein Acquisition, the 'Recent Acquisitions'). The Company accounted
for this acquisition as a purchase, thus the results of operations began being
included in the Company's Statement of Operations beginning November 25, 1997.
In connection with the Gulf Protein Acquisition, the Company also entered into a
five-year lease for the Gulf Protein plant at a $220,000 annual rental rate. The
Company is currently upgrading this plant's processing capabilities so that it
can manufacture specialty meals. The Company intends to begin operations at the
Morgan City, Louisiana plant at the start of the 1998 fishing season.
 
     Such acquisitions were financed by a $28.1 million intercompany loan from
Zapata. The interest rate on this loan is 8.5% and is repayable in quarterly
installments beginning May 1, 1998. The loan matures August 1, 2002.
 
3. INVENTORY
 
     Inventory as of September 30, 1997 and December 31, 1997 is summarized as
follows:
 
   
<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                                1997             1997
                                                                            -------------    ------------
                                                                                   (IN THOUSANDS)
 
<S>                                                                         <C>              <C>
Fish meal................................................................      $19,048         $ 18,909
Crude fish oil...........................................................       11,188            6,589
Other fish oil...........................................................        1,558            2,610
Fish solubles............................................................          983            1,282
Off-season costs.........................................................        2,420            3,392
Materials and supply.....................................................        3,353            2,978
Other....................................................................       --                  129
                                                                            -------------    ------------
                                                                                38,550           35,889
Less oil inventory reserve...............................................         (102)            (102)
                                                                            -------------    ------------
                                                                               $38,448         $ 35,787
                                                                            -------------    ------------
                                                                            -------------    ------------
</TABLE>
    
 
4. LITIGATION
 
     The Company is defending various claims and litigation arising from
operations. In the opinion of management, any losses resulting from these
matters will not have a material adverse affect on the Company's results of
operations, cash flows or financial position.
 
5. COMMITMENT LETTER FOR LINE OF CREDIT
 
     On December 30, 1997, the Company entered into a commitment letter with a
financial institution to enter into a revolving line of credit with a maximum
credit limit of $20 million. At the Company's election interest will be either
LIBOR plus a margin of 1.35 percent to 1.5 percent or at prime minus
 
                                      F-23
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
0.75 percent. The Company will be required to comply with certain covenants upon
the closing of this credit facility. The credit facility will be collateralized
by all of the Company's assets not pledged to collateralize the Company's other
borrowings exclusive of the Company's vessels and real estate.
 
6. SUBSEQUENT EVENTS
 
MERGER INTO OMEGA PROTEIN CORPORATION
 
     On January 26, 1998, Marine Genetics Corporation merged into Omega Protein
Corporation, a Nevada Corporation and wholly owned by Zapata, with Omega Protein
Corporation being the surviving entity. The common control merger was accounted
for at historical cost in a manner similar to that in a pooling of interests
accounting. In connection with the merger, Marine Genetics Corporation's
outstanding common stock was converted into Omega Protein Corporation common
stock at the rate of one share for 19,676 shares of Omega Protein Corporation
common stock and Omega Protein Corporation's pre-merger outstanding common stock
was cancelled and treated as treasury stock. As a result, the Company's
capitalization is as follows: authorized capital stock of 80,000,000 shares
common stock, par value $0.01 per share, and 10,000,000 shares of preferred
stock, par value of $0.01 per share, and outstanding shares of 19,676,000 shares
of common stock.
 
CONTEMPLATED INITIAL PUBLIC OFFERING
 
   
     The Company is currently contemplating an Initial Public Offering of
8,000,000 of its common stock, with 4,000,000 shares being offered by the
Company and 4,000,000 shares being offered by Zapata Corporation. Also in
connection with the planned Initial Public Offering, the Company will have
authorized Preferred Stock of 10,000,000 shares at $0.01 par value per share.
Zapata will own approximately 66.2% (approximately 62.1% if the underwriters'
over-allotment options are exercised in full) of the shares of common stock
outstanding upon completion of the Initial Public Offering.
    
 
STOCK OPTION PLANS
 
1998 Long-Term Incentive Plan
 
     On January 26, 1998, the 1998 Long-Term Incentive Plan of the Company (the
'1998 Incentive Plan') was approved by the Company's Board. The 1998 Incentive
Plan provides for the grant of any or all of the following types of awards:
stock options, stock appreciation rights, stock awards and cash awards. The
Board granted 1,657,360 stock options under the 1998 Incentive Plan at $12.75
per share on January 26, 1998. These options granted vest ratably over three
years from the date of grant and expire ten years from the date of grant.
 
Non-Management Director Stock Option Plan
 
     On January 26, 1998, the Non-Management Director Stock Option Plan (the
'Director Plan') was approved by the Board. The Directors Plan provides that the
initial Chairman of the Board be granted options to purchase 568,200 shares of
the common stock and each other initial non-employee director of the Company
will be granted options to purchase 14,200 shares of common stock at a price
determined by the Board. The Board granted 582,400 stock options under the
Directors Plan at $12.75 per share on January 26, 1998, of which 568,200 were
granted to the Chairman of the Board and 14,200 were granted to the other Board
member. These options granted generally vest ratably over the three years from
the date of grant and expire ten years from the date of grant.
 
                                      F-24
 <PAGE>
<PAGE>
                           OMEGA PROTEIN CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
7. CERTAIN TRANSACTIONS AND ARRANGEMENTS BETWEEN THE COMPANY AND ZAPATA
    
 
   
     Upon completion of the Company's initial public offering, the Company and
Zapata will enter into certain agreements that will include the Separation,
Sublease, Registration Rights, Tax Indemnity and Administrative Services
Agreements. The Separation Agreement would require the Company to repay $33.3
million of indebtedness and current payables owed by the Company to Zapata
contemporaneously with the consummation of the Company's initial public offering
and would prohibit Zapata from competing with the Company for a period of five
years. The Sublease Agreement would provide for the Company to lease its
principal corporate offices in Houston, Texas from Zapata and would provide for
the Company to utilize certain shared office equipment for no additional charge.
The Registration Rights Agreement would set forth the rights and
responsibilities of each party concerning certain registration filings and would
provide for the sharing of fees and expenses related to such filings. The Tax
Indemnity Agreement would require the Company to be responsible for federal,
state and local income taxes from its operations and the Administrative Services
Agreement would allow the Company to provide certain administrative services to
Zapata at the Company's estimated cost.
    
 
                                      F-25



<PAGE>
 

<PAGE>

                                   [PHOTOS]
 The Company's fish meal products are added to feeds to promote cost-effective
                              animal production.

                                   [PHOTOS]
 Menhaden oil, rich in nutritionally important Omega-3 fatty acids, is appoved
         by the FDA for human consumption and is used as a nutritional
                              supplement in foods.

                                   [PHOTOS]
 Fish solubles are an organic replacement/supplement for chemical fertilizers.




<PAGE>
 

<PAGE>
__________________________________            __________________________________
 
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS
PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
 
UNTIL                   , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                                              PAGE
                                                                                                                              ----
 
<S>                                                                                                                           <C>
Prospectus Summary.........................................................................................................     3
Risk Factors...............................................................................................................     6
Company History and Recent Transactions....................................................................................    11
Use of Proceeds............................................................................................................    12
Dividend Policy............................................................................................................    12
Capitalization.............................................................................................................    13
Dilution...................................................................................................................    14
Selected Consolidated Financial Data.......................................................................................    15
Pro Forma Unaudited Consolidated Statement of Operations Data..............................................................    16
Management's Discussion and Analysis of Financial Condition and Results of Operations......................................    17
Business...................................................................................................................    24
Management.................................................................................................................    34
Principal and Selling Stockholders.........................................................................................    39
Certain Transactions and Arrangements Between the Company and Zapata.......................................................    40
Description of Capital Stock...............................................................................................    42
Shares Eligible for Future Sale............................................................................................    49
Underwriting...............................................................................................................    51
Legal Matters..............................................................................................................    52
Experts....................................................................................................................    52
Available Information......................................................................................................    52
Index to Financial Statements..............................................................................................   F-1
</TABLE>
 
   
                                8,000,000 Shares
    
 
                                     [Logo]
 
                                  Common Stock
 
                             ---------------------
                                   PROSPECTUS
                             ---------------------
 
                       PRUDENTIAL SECURITIES INCORPORATED
                            DEUTSCHE MORGAN GRENFELL
 
   
                                 April   , 1998
    
 
__________________________________            __________________________________
<PAGE>
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The estimated expenses in connection with the issuance and distribution of
the securities being registered hereby, other than underwriting discounts and
commissions, are itemized below.
 
   
<TABLE>
<S>                                                                                <C>
Securities and Exchange Commission registration fee.............................   $   43,424
NASD filing fee.................................................................       15,720
NYSE listing fee................................................................      154,600
Accounting fees and expenses....................................................      150,000
Legal fees and expenses.........................................................      225,000
Printing and engraving expenses.................................................      150,000
Blue Sky fees and expenses (including legal fees)...............................        3,000
Transfer Agent and Registrar fees and expenses..................................        3,500
Miscellaneous...................................................................      254,756
                                                                                   ----------
     Total......................................................................   $1,000,000*
                                                                                   ----------
                                                                                   ----------
</TABLE>
    
 
- ------------
 
   
*  Of this amount, the Company is paying $500,000 and the Selling Stockholder is
   paying $500,000.
    
 
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
     The Company's Articles of Incorporation and By-Laws limit the liability of
directors to the fullest extent permitted by Nevada law. This is intended to
allow the Company's officers and directors the benefit of the Nevada Corporation
Law which provides that directors of Nevada corporations may be relieved of
monetary liabilities for breach of their fiduciary duties as directors, except
under certain circumstances, including (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the willful
or grossly negligent payment of unlawful distributions.
 
   
     The Nevada Corporation Law and the Company's Articles of Incorporation and
Bylaws authorize indemnification of a director, officer, employee or agent of
the Company against expenses incurred by him or her in connection with any
action, suit or proceeding to which such person is named a party by reason of
having acted or served in such capacity, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. With respect to
judgments or settlements obtained against a director, officer, employee or agent
of the Company resulting from lawsuits filed by the Company or derivative suits
filed on behalf of the Company, such a person cannot be indemnified for such
expenses unless and only to the extent that a court determines that, in view of
all the circumstances, the person is fairly and reasonably entitled to indemnity
for such expenses. Prior to the closing of the Offering, the Company intends to
enter into indemnification agreements with its officers and directors which
provide for indemnification and advancement of expenses. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 (the
'Securities Act') may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefor, unenforceable.
    
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
     During the previous three years, the registrant has issued and sold the
following securities without registration under the Securities Act (none of
which sales were underwritten):
 
     The Company was formed on January 23, 1998, at which time it issued 1,000
of its shares of Common Stock for a purchase price of $1.00 per share to the
Selling Stockholder. Such issuance of shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof as a transaction by the
issuer not involving any public offering.
 
     On January 26, 1998, the Marine Genetics Corporation merged into the
Company. In connection with the Merger, the Company issued 19,676,000 shares of
Common Stock to the Selling Stockholder, which was Marine Genetics Corporation's
sole stockholder at the time. Such issuance was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof as a transaction by the
issuer not involving any public offering.
 
                                      II-1
 <PAGE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits:
 
   
<TABLE>
<C>     <S>
 1.     -- Form of Underwriting Agreement
 2.1    -- Agreement and Plan of Merger between Marine Genetics, Inc., a Delaware corporation and Omega Protein
           Corporation, a Nevada corporation*
 3.1    -- Articles of Incorporation*
 3.2    -- By-Laws*
 5.1    -- Opinion of Woods, Oviatt, Gilman, Sturman & Clarke, LLP
 5.2    -- Opinion of Marshall, Hill, Cassass and deLipkau
10.1    -- Form of Employment Agreement with Joseph L. von Rosenberg III
10.2    -- Form of Employment Agreement with Robert W. Stockton
10.3    -- Form of Employment Agreement with Kelsey D. Short Jr.
10.4    -- Form of Employment Agreement with Clyde R. Gilbert
10.5    -- Form of Employment Agreement with Eric T. Furey
10.6    -- Form of Separation Agreement with Zapata Corporation
10.7    -- Form of Tax Indemnity Agreement with Zapata Corporation
10.8    -- Form of Registration Rights Agreement with Zapata Corporation
10.9    -- Form of Sublease Agreement with Zapata Corporation
10.10   -- Form of Administrative Services Agreement, Zapata Corporation
10.11   -- Lease Agreement dated April 1985 with General Jackson Partnership
10.12   -- Lease dated July 1, 1992 with Ardoin Limited Partnership
10.13   -- Lease Agreement dated November 25, 1997 with O.W. Burton Jr., individually and as trustee of the Trust of
           Anna Burton
10.14   -- Lease Agreement dated November 16, 1984 with Andre Cessac
10.15   -- Commercial Lease Agreement dated January 1, 1971 with Purvis Theall and Ethlyn Cessac
10.16   -- Lease Agreement dated January 4, 1994 with City of Abbeville, Louisiana
10.17   -- Loan Agreement dated August 29, 1997 with Hibernia National Bank, Lender and Zapata Protein, Inc.,
           Guarantor
10.18   -- Security Agreement dated August 29, 1997 in favor of Hibernia National Bank
10.19   -- Guarantee Agreement dated August 29, 1997 in favor of Hibernia National Bank
10.20   -- United States Guaranteed Promissory Note dated March 31, 1993 in favor of Bear, Stearns Securities
           Corporation
10.21   -- Amendment No. 1 to Promissory Note dated March 31, 1993 to the United States of America pursuant to the
           provisions of Title XI of the Marine Act of 1936 in favor of Bear, Stearns Securities Corporation
10.22   -- Amendment No. 1 to First Preferred Ship Mortgage dated March 31, 1993 to the United States of America
10.23   -- Supplement No. 5 to First Preferred Fleet Mortgage dated March 31, 1993 in favor of Chemical Bank, as
           Trustee
10.24   -- Amendment No. 1 to Guaranty Deed of Trust dated March 31, 1993 for the benefit of the United States of
           America
10.25   -- Supplement No. 2 to Security Agreement dated March 31, 1993 in favor of the United States of America
10.26   -- Indemnity Agreement Regarding Hazardous Materials dated March 31, 1993 in favor of the United States of
           America
10.27   -- United States Guaranteed Promissory Note dated September 27, 1994 in favor of Sun Bank of Tampa Bay
10.28   -- Promissory Note to the United States of America dated September 27, 1994 pursuant to the provisions of
           Title XI of the Marine Act of 1936 in favor of Sun Bank of Tampa Bay
10.29   -- First Preferred Ship Mortgage dated September 27, 1994 to the United States of America
10.30   -- Collateral Mortgage and Collateral Assignment of Lease dated September 27, 1994 in favor of the United
           States of America
10.31   -- Collateral Mortgage Note dated September 27, 1994 in favor of the United States of America
10.32   -- Collateral Pledge Agreement dated September 27, 1994 in favor of the United States of America
10.33   -- Guaranty Agreement dated September 27, 1994 in favor of the United States of America
10.34   -- Title XI Financial Agreement dated September 27, 1994 with the United States of America
10.35   -- Security Agreement dated September 27, 1994 in favor of the United States of America
10.36   -- United States Guaranteed Promissory Note dated October 30, in favor of Coastal Securities
10.37   -- Promissory Note dated October 30, to the United States of America pursuant to the provisions of Title XI
           of the Marine Act of 1936 in favor of Coastal Securities
</TABLE>
    
 
                                      II-2
 <PAGE>
<PAGE>
 
   
<TABLE>
<C>     <S>
10.38   -- Guaranty Agreement dated October 30, 1996 in favor of the United States of America
10.39   -- Title XI Financial Agreement dated October 30, 1996 with the United States of America
10.40   -- Certification and Indemnification Agreement Regarding Environmental Matters dated October 30, 1996 in
           favor of the United States of America
10.41   -- Deed of Trust dated October 30, 1996 for the benefit of the United States of America
10.42   -- 1998 Long-Term Incentive Plan
10.43   -- Non-Management Director Stock Options Plan
10.44   -- Asset Purchase Agreement dated as of September 16, 1997, among Zapata Protein, Inc., Venture Milling
           Company and Perdue Farms Incorporated*
10.45   -- Asset Purchase Agreement dated as of November 3, 1997 among Protein (USA) Company, American Proteins, Inc.
           and Chesapeake Bay Fishing Co., L.C.*
10.46   -- Asset Purchase Agreement dated as of November 25, 1997 among Protein Securities Company, and Gulf Protein,
           Inc.*
10.47   -- Form of Indemnification Agreement of Omega Protein Corporation
21.1    -- Schedule of Subsidiaries
23.1    -- Consent of Coopers & Lybrand L.L.P.
23.2    -- Consent of Woods, Oviatt, Gilman, Sturman & Clarke, LLP (Contained in Exhibit 5.1)
23.3    -- Consent of Marshall, Hill, Cassass and deLipkau (contained in Exhibit 5.2).
24      -- Power of Attorney**
27.     -- Financial Data Schedule*
</TABLE>
    
 
- ------------
 
 * Previously filed.
 
   
** Previously filed on signature page to registration statement (File No.
333-444967) filed on January 27, 1998.
    
                            ------------------------
     (b) Financial Statements Schedules.
 
Schedule II -- Valuation and Qualifying Accounts
 
ITEM 17. UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
     The undersigned registrant hereby undertakes that:
 
          (1) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
 
          (2) For purposes of determining any liability under the Securities Act
     the information omitted from the form of prospectus filed as part of this
     registration statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (3) For the purpose of determining any liability under the Securities
     Act each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-3
<PAGE>
<PAGE>
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, Michigan, on
March 31, 1998.
    
                                          OMEGA PROTEIN CORPORATION
                                          BY: /S/ JOSEPH L. VON ROSENBERG III
                                              ..................................
                                             Name: Joseph L. von Rosenberg III
                                             Title:  Chief Executive Officer and
                                          President
 
     In accordance with the requirements of the Securities Act, this
Registration Statement on Form S-1 has been signed by the following persons in
their capacities and on the date signed.
 
   
<TABLE>
<CAPTION>
                SIGNATURE                                      TITLE                              DATE
- ------------------------------------------  --------------------------------------------   -------------------
 
<C>                                         <S>                                            <C>
     /S/ JOSEPH L. VON ROSENBERG III        Director, Chief Executive Officer and            March 31, 1998
 .........................................    President
      (JOSEPH L. VON ROSENBERG III)
 
          /S/ ROBERT W. STOCKTON            Executive Vice President, Chief Financial        March 31, 1998
 .........................................    Officer and Principal Accounting Officer
           (ROBERT W. STOCKTON)
 
                    *                       Director                                         March 31, 1998
 .........................................
             (MALCOLM GLAZER)
 
                    *                       Chairman of the Board of Directors and           March 31, 1998
 .........................................    Director
              (AVRAM GLAZER)
</TABLE>
    
 
   
* By   /s/ JOSEPH L. VON ROSENBERG
                III
      .............................
      JOSEPH L. VON ROSENBERG III
          AS ATTORNEY-IN-FACT
    
 
                                      II-4
 <PAGE>
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Stockholder and Board of Directors
OMEGA PROTEIN CORPORATION:
 
     In connection with our audits of the consolidated financial statements of
Omega Protein Corporation (formerly Marine Genetics Corporation) as of September
30, 1997 and 1996, and for each of the three years in the period ended September
30, 1997, which financial statements are included in this Prospectus and
Registration Statement, we have also audited the financial statement schedule
listed in Item 16(b) of Part II herein.
 
     In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.
 
                                          COOPERS & LYBRAND L.L.P.
 
Houston, Texas
December 11, 1997
 
                                      II-5
 <PAGE>
<PAGE>
                                                                     SCHEDULE II
 
                                 OMEGA PROTEIN
                       VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                                    ADDITIONS
                                                             ------------------------
                                               BALANCE AT    CHARGED TO    CHARGED TO                     BALANCE AT
                                               BEGINNING     COSTS AND       OTHER                          END OF
DESCRIPTION                                    OF PERIOD      EXPENSES      ACCOUNTS     DEDUCTIONS(A)      PERIOD
- --------------------------------------------   ----------    ----------    ----------    -------------    ----------
 
<S>                                            <C>           <C>           <C>           <C>              <C>
September 30, 1995:
     Allowance for doubtful accounts........    $163,812        --           --              --            $163,812
     Inventory reserve......................     102,000        --           --              --             102,000
 
September 30, 1996:
     Allowance for doubtful accounts........     163,812      $  8,759       --            $ (11,690)       160,881
     Inventory reserve......................     102,000        --           --              --             102,000
 
September 30, 1997:
     Allowance for doubtful accounts........     160,881        50,000       --              (35,164)       175,717
     Inventory reserve......................     102,000        --           --              --             102,000
</TABLE>
 
- ------------
 
(A) Allowance for Doubtful Accounts -- uncollectible accounts written off
 
                                      II-6
<PAGE>
<PAGE>
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                          DESCRIPTION OF EXHIBIT                                          PAGE
- ------   ----------------------------------------------------------------------------------------------------   -----
<C>      <S>                                                                                                    <C>
  1.     -- Form of Underwriting Agreement
  2.1    -- Agreement and Plan of Merger between Marine Genetics, Inc., a Delaware corporation and Omega
            Protein Corporation, a Nevada corporation*
  3.1    -- Articles of Incorporation*
  3.2    -- By-Laws*
  5.1    -- Opinion of Woods, Oviatt, Gilman, Sturman & Clarke, LLP
  5.2    -- Opinion of Marshall, Hill, Cassass and deLipkau
 10.1    -- Form of Employment Agreement with Joseph L. von Rosenberg III
 10.2    -- Form of Employment Agreement with Robert W. Stockton
 10.3    -- Form of Employment Agreement with Kelsey D. Short Jr.
 10.4    -- Form of Employment Agreement with Clyde R. Gilbert
 10.5    -- Form of Employment Agreement with Eric T. Furey
 10.6    -- Form of Separation Agreement with Zapata Corporation
 10.7    -- Form of Tax Indemnity Agreement with Zapata Corporation
 10.8    -- Form of Registration Rights Agreement with Zapata Corporation
 10.9    -- Form of Sublease Agreement with Zapata Corporation
 10.10   -- Form of Administrative Services Agreement, Zapata Corporation
 10.11   -- Lease Agreement dated April 1985 with General Jackson Partnership
 10.12   -- Lease dated July 1, 1992 with Ardoin Limited Partnership
 10.13   -- Lease Agreement dated November 25, 1997 with O.W. Burton Jr., individually and as trustee of the
            Trust of Anna Burton
 10.14   -- Lease Agreement dated November 16, 1984 with Andre Cessac
 10.15   -- Commercial Lease Agreement dated January 1, 1971 with Purvis Theall and Ethlyn Cessac
 10.16   -- Lease Agreement dated January 4, 1994 with City of Abbeville, Louisiana
 10.17   -- Loan Agreement dated August 29, 1997 with Hibernia National Bank, Lender and Zapata Protein,
            Inc., Guarantor
 10.18   -- Security Agreement dated August 29, 1997 in favor of Hibernia National Bank
 10.19   -- Guarantee Agreement dated August 29, 1997 in favor of Hibernia National Bank
 10.20   -- United States Guaranteed Promissory Note dated March 31, 1993 in favor of Bear, Stearns
            Securities Corporation
 10.21   -- Amendment No. 1 to Promissory Note dated March 31, 1993 to the United States of America pursuant
            to the provisions of Title XI of the Marine Act of 1936 in favor of Bear, Stearns Securities
            Corporation
 10.22   -- Amendment No. 1 to First Preferred Ship Mortgage dated March 31, 1993 to the United States of
            America
 10.23   -- Supplement No. 5 to First Preferred Fleet Mortgage dated March 31, 1993 in favor of Chemical
            Bank, as Trustee
 10.24   -- Amendment No. 1 to Guaranty Deed of Trust dated March 31, 1993 for the benefit of the United
            States of America
 10.25   -- Supplement No. 2 to Security Agreement dated March 31, 1993 in favor of the United States of
            America
 10.26   -- Indemnity Agreement Regarding Hazardous Materials dated March 31, 1993 in favor of the United
            States of America
 10.27   -- United States Guaranteed Promissory Note dated September 27, 1994 in favor of Sun Bank of Tampa
            Bay
 10.28   -- Promissory Note to the United States of America dated September 27, 1994 pursuant to the
            provisions of Title XI of the Marine Act of 1936 in favor of Sun Bank of Tampa Bay
 10.29   -- First Preferred Ship Mortgage dated September 27, 1994 to the United States of America
 10.30   -- Collateral Mortgage and Collateral Assignment of Lease dated September 27, 1994 in favor of the
            United States of America
 10.31   -- Collateral Mortgage Note dated September 27, 1994 in favor of the United States of America
 10.32   -- Collateral Pledge Agreement dated September 27, 1994 in favor of the United States of America
 10.33   -- Guaranty Agreement dated September 27, 1994 in favor of the United States of America
 10.34   -- Title XI Financial Agreement dated September 27, 1994 with the United States of America
 10.35   -- Security Agreement dated September 27, 1994 in favor of the United States of America
</TABLE>
    
 <PAGE>
<PAGE>
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                          DESCRIPTION OF EXHIBIT                                          PAGE
- ------   ----------------------------------------------------------------------------------------------------   -----
<S>      <C>
 10.36   -- United States Guaranteed Promissory Note dated October 30, in favor of Coastal Securities
 10.37   -- Promissory Note dated October 30, to the United States of America pursuant to the provisions of
            Title XI of the Marine Act of 1936 in favor of Coastal Securities
 10.38   -- Guaranty Agreement dated October 30, 1996 in favor of the United States of America
 10.39   -- Title XI Financial Agreement dated October 30, 1996 with the United States of America
 10.40   -- Certification and Indemnification Agreement Regarding Environmental Matters dated October 30,
            1996 in favor of the United States of America
 10.41   -- Deed of Trust dated October 30, 1996 for the benefit of the United States of America
 10.42   -- 1998 Long-Term Incentive Plan
 10.43   -- Non-Management Director Stock Options Plan
 10.44   -- Asset Purchase Agreement dated as of September 16, 1997, among Zapata Protein, Inc., Venture
            Milling Company and Perdue Farms Incorporated*
 10.45   -- Asset Purchase Agreement dated as of November 3, 1997 among Protein (USA) Company, American
            Proteins, Inc. and Chesapeake Bay Fishing Co., L.C.*
 10.46   -- Asset Purchase Agreement dated as of November 25, 1997 among Protein Securities Company, and Gulf
            Protein, Inc.*
 10.47   -- Form of Indemnification Agreement of Omega Protein Corporation
 21.1    -- Schedule of Subsidiaries
 23.1    -- Consent of Coopers & Lybrand L.L.P.
 23.2    -- Consent of Woods, Oviatt, Gilman, Sturman & Clarke, LLP (Contained in
            Exhibit 5.1)
 23.3    -- Consent of Marshall, Hill, Cassass and deLipkau (contained in Exhibit 5.2).
 24.     -- Power of Attorney**
 27.     -- Financial Data Schedule*
</TABLE>
    
- ------------
 
 * Previously filed.
 
   
** Previously filed on signature page to registration statement (File No.
333-444967) filed on January 27, 1998.
    


                           STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as................................'tm'

The registered trademark symbol shall be expressed as......................'r'





<PAGE>
 



<PAGE>
                            OMEGA PROTEIN CORPORATION
                                8,000,000 Shares(1)

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                             __________ __, 1998

PRUDENTIAL SECURITIES INCORPORATED
DEUTSCHE MORGAN GRENFELL INC.

As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
One New York Plaza

New York, New York 10292

Dear Sirs:

         Omega Protein Corporation, a Nevada corporation (the "Company"), and
Zapata Corporation, a Delaware corporation (the "Selling Securityholder"),
hereby confirm their agreement with the several underwriters named in Schedule 1
hereto (the "Underwriters"), for whom you have been duly authorized to act as
representatives (in such capacities, the "Representatives"), as set forth below.
The Company is a wholly-owned subsidiary of the Selling Securityholder. If you
are the only Underwriters, all references herein to the Representatives shall be
deemed to be to the Underwriters.

         1. Securities. Subject to the terms and conditions herein contained,
the Company proposes to issue and sell to the several Underwriters an aggregate
of 4,000,000 shares (the "Company Firm Securities") of the Company's Common
Stock, par value $.01 per share ("Common Stock"), and the Selling Securityholder
proposes to sell to the several Underwriters 4,000,000 authorized and
outstanding shares of Common Stock (the "Selling Securityholder Firm Securities"
and together with the Company Firm Securities, the "Firm Securities"). The
Company also proposes to issue and sell, and the Selling Securityholder proposes
to sell, to the several Underwriters not more than 1,200,000 additional shares
of Common Stock in the aggregate if requested by the Representatives as provided
in Section 3 of this Agreement. Any and all shares of Common Stock to be
purchased by the Underwriters pursuant to such options are referred to herein as
the "Option Securities," and the Firm Securities and any Option Securities are
collectively referred to herein as the "Securities".

- --------
(1)      Plus options to purchase from the Company and the Selling
         Securityholder up to an aggregate of 1,200,000 additional shares to
         cover over-allotments.




<PAGE>
 
<PAGE>




         2.       Representations and Warranties of the Company and the Selling
Securityholder.  (a)  The Company and the Selling Securityholder, jointly and
severally, represent and warrant to, and agree with, each of the several
Underwriters that:

         (i) A registration statement on Form S-1 (File No. 333-44967) with
respect to the Securities, including a prospectus subject to completion, has
been filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), and one
or more amendments to such registration statement may have been so filed. After
the execution of this Agreement, the Company will file with the Commission
either (A) if such registration statement, as it may have been amended, has been
declared by the Commission to be effective under the Act, either (1) if the
Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined)
relating to the Securities, that shall identify the Preliminary Prospectus (as
hereinafter defined) that it supplements containing such information as is
required or permitted by Rules 434, 430A and 424(b) under the Act or (2) if the
Company does not rely on Rule 434 under the Act, a prospectus in the form most
recently included in an amendment to such registration statement (or, if no such
amendment shall have been filed, in such registration statement), with such
changes or insertions as are required by Rule 430A under the Act or permitted by
Rule 424(b) under the Act, and in the case of either clause (A)(1) or (A)(2) of
this sentence as have been provided to and approved by the Representatives prior
to the execution of this Agreement, or (B) if such registration statement, as it
may have been amended, has not been declared by the Commission to be effective
under the Act, an amendment to such registration statement, including a form of
prospectus, a copy of which amendment has been furnished to and approved by the
Representatives prior to the execution of this Agreement. The Company may also
file a related registration statement with the Commission pursuant to Rule
462(b) under the Act for the purpose of registering certain additional Common
Stock, which registration shall be effective upon filing with the Commission. As
used in this Agreement, the term "Original Registration Statement" means the
registration statement initially filed relating to the Securities, as amended at
the time when it was or is declared effective, including all financial schedules
and exhibits thereto and including any information omitted therefrom pursuant to
Rule 430A under the Act and included in the Prospectus (as hereinafter defined);
the term "Rule 462(b) Registration Statement" means any registration statement
filed with the Commission pursuant to Rule 462(b) under the Act (including the
Registration Statement and any Preliminary Prospectus or Prospectus incorporated
therein at the time such Registration Statement becomes effective); the term
"Registration Statement" includes both the Original Registration Statement and
any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means
each prospectus subject to completion filed with such registration statement or
any amendment thereto (including the prospectus subject to completion, if any,
included in the Registration Statement or any amendment thereto at the time it
was or is declared effective); the term "Prospectus" means:

     (A)  if the Company relies on Rule 434 under the Act, the Term Sheet 
relating to the Securities that is first filed pursuant to Rule 424(b)(7) 
under the Act,


                                       -2-



<PAGE>
 
<PAGE>




         together with the Preliminary Prospectus
         identified therein that such Term Sheet supplements;

         (B) if the Company does not rely on Rule 434 under the Act, the
         prospectus first filed with the Commission pursuant to Rule 424(b)
         under the Act; or

         (C) if the Company does not rely on Rule 434 under the Act and if no
         prospectus is required to be filed pursuant to Rule 424(b) under the
         Act, the prospectus included in the Registration Statement;

and the term "Term Sheet" means any term sheet that satisfies the requirements
of Rule 434 under the Act. Any reference herein to the "date" of a Prospectus
that includes a Term Sheet shall mean the date of such Term Sheet.

         (ii) The Commission has not issued any order preventing or suspending
use of any Preliminary Prospectus. When any Preliminary Prospectus was filed
with the Commission it (A) contained all statements required to be stated
therein in accordance with, and complied in all material respects with the
requirements of, the Act and the rules and regulations of the Commission
thereunder and (B) did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. When the Registration Statement or any amendment thereto was or is
declared effective, it (A) contained or will contain all statements required to
be stated therein in accordance with, and complied or will comply in all
material respects with the requirements of, the Act and the rules and
regulations of the Commission thereunder and (B) did not or will not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading. When the Prospectus or any Term
Sheet that is a part thereof or any amendment or supplement to the Prospectus is
filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or part
thereof or such amendment or supplement is not required to be so filed, when the
Registration Statement or the amendment thereto containing such amendment or
supplement to the Prospectus was or is declared effective) and on the Firm
Closing Date and any Option Closing Date (both as hereinafter defined), the
Prospectus, as amended or supplemented at any such time, (A) contained or will
contain all statements required to be stated therein in accordance with, and
complied or will comply in all material respects with the requirements of, the
Act and the rules and regulations of the Commission thereunder and (B) did not
or will not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The foregoing
provisions of this paragraph (ii) do not apply to statements or omissions made
in any Preliminary Prospectus, the Registration Statement or any amendment
thereto or the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein.


                                       -3-




<PAGE>
 
<PAGE>




         (iii) If the Company has elected to rely on Rule 462(b) and the Rule
462(b) Registration Statement has not been declared effective (A) the Company
has filed a Rule 462(b) Registration Statement in compliance with and that is
effective upon filing pursuant to Rule 462(b) and has received confirmation of
its receipt and (B) the Company has given irrevocable instructions for
transmission of the applicable filing fee in connection with the filing of the
Rule 462(b) Registration Statement, in compliance with Rule 111 promulgated
under the Act or the Commission has received payment of such filing fee.

         (iv) The Company and each of its subsidiaries have been duly organized
and are validly existing as corporations in good standing under the laws of
their respective jurisdictions of incorporation and are duly qualified to
transact business as foreign corporations and are in good standing under the
laws of all other jurisdictions where the ownership or leasing of their
respective properties or the conduct of their respective businesses requires
such qualification, except where the failure to be so qualified would not
individually or in the aggregate have a material adverse effect, in the
condition (financial or otherwise), management, business prospects, net worth,
or results of the operations of the Company or any of its subsidiaries
("Material Adverse Effect"). As used herein, "subsidiary" means any entity in
which the Corporation owns in excess of 50% of such entity's equity.

         (v) The Company and each of its subsidiaries have full power (corporate
and other) to own or lease their respective properties and conduct their
respective businesses as described in the Registration Statement and the
Prospectus or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus; and the Company has full power (corporate and other) to
enter into this Agreement and to carry out all the terms and provisions hereof
to be carried out by it.

         (vi) The issued shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid and
nonassessable and are owned beneficially by the Company free and clear of any
security interests, liens, encumbrances, equities or claims, except for any
pledge of such capital stock to the Company's lender to secure the Company's
obligations under a revolving line of credit.

         (vii) The Company has an authorized, issued and outstanding
capitalization as set forth in the Prospectus or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus. All of the issued shares of
capital stock of the Company, including the Selling Securityholder Firm
Securities and the Option Securities to be sold by the Selling Securityholder,
have been duly authorized and validly issued and are fully paid and
nonassessable. The Company Firm Securities and the Option Securities to be sold
by the Company have been duly authorized and at the Firm Closing Date, or the
Option Closing Date, as the case may be, after payment therefor in accordance
herewith, will be validly issued, fully paid and nonassessable. No holders of
outstanding shares of capital stock of the Company are entitled as such to any
preemptive or other rights to subscribe for any of the Securities, and no holder
of securities of the Company has any right which has not been fully exercised or
waived 


                                       -4-




<PAGE>
 
<PAGE>



to require the Company to register the offer or sale of any securities
owned by such holder under the Act in the public offering contemplated by this
Agreement.

         (viii) The capital stock of the Company conforms in all material
respects to the description thereof contained in the Prospectus or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus.

         (ix) Except as disclosed in the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus), there are no
outstanding (A) securities or obligations of the Company or any of its
subsidiaries convertible into or exchangeable for any capital stock of the
Company or any such subsidiary, (B) warrants, rights or options to subscribe for
or purchase from the Company or any such subsidiary any such capital stock or
any such convertible or exchangeable securities or obligations, or (C)
obligations of the Company or any such subsidiary to issue any shares of capital
stock, any such convertible or exchangeable securities or obligations, or any
such warrants, rights or options.

         (x) The consolidated financial statements and schedules of the Company
and its consolidated subsidiaries included in the Registration Statement and the
Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus) fairly present the financial position of the Company and
its consolidated subsidiaries and the results of operations and changes in
financial condition as of the dates and periods therein specified. Such
financial statements and schedules have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise noted therein). The selected financial
data set forth under the caption "Selected Consolidated Financial Data" in the
Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus) fairly present, on the basis stated in the Prospectus
(or such Preliminary Prospectus), the information included therein. The pro
forma consolidated statement of operations data of the Company and its
consolidated subsidiaries together with the related notes thereto included under
the caption "Pro Forma Unaudited Consolidated Statement of Operations Data" and
elsewhere in the Registration Statement and the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus) present
fairly the information contained therein, have been prepared in accordance with
the Commission's rules and guidelines with respect to pro forma financial
statements and have been properly presented on the pro forma basis described
therein, and the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the transactions
and circumstances referred to therein.

         (xi) Coopers & Lybrand L.L.P., who have certified certain financial
statements of the Company and its consolidated subsidiaries and delivered its
report with respect to the audited consolidated financial statements and
schedules included in the Registration Statement and the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus), are 
independent public accountants as required by the Act and the applicable rules 
and regulations thereunder.


                                       -5-




<PAGE>
 
<PAGE>

         (xii) The execution and delivery of this Agreement have been duly
authorized by the Company and this Agreement has been duly executed and
delivered by the Company and is the valid and binding agreement of the Company
enforceable against the Company in accordance with its terms.

         (xiii) The execution and delivery of the Services Agreement, the Tax
Indemnity Agreement, the Registration Rights Agreement and the Sublease
Agreement (collectively, the "Intercompany Agreements") have been duly
authorized by the Company and the Intercompany Agreements will be duly executed
and delivered by the Company on or prior to the Firm Closing Date, and will be
the valid and binding agreements of the Company enforceable against the Company
in accordance with their terms, except as rights to indemnification and
contribution under the Separation Agreement and the Registration Rights
Agreement may be limited by applicable law and except as the enforcement of any
such agreements may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

         (xiv) No legal or governmental proceedings are pending to which the
Company or any of its subsidiaries is a party or to which the property of the
Company or any of its subsidiaries is subject that are required to be described
in the Registration Statement or the Prospectus and are not described therein
(or, if the Prospectus is not in existence, the most recent Preliminary
Prospectus), and no such proceedings have been threatened against the Company or
any of its subsidiaries or with respect to any of their respective properties;
and no contract or other document is required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement that is not described therein (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus) or filed as required.

         (xv) The issuance, offering and sale of the Company Firm Securities to
the Underwriters by the Company pursuant to this Agreement, the compliance by
the Company with the other provisions of this Agreement, the consummation of the
other transactions herein contemplated and the compliance by the Company with
the provisions of the Intercompany Agreements do not (A) require the consent,
approval, authorization, registration or qualification of or with any
governmental authority, except such as have been obtained, such as may be
required by the National Association of Securities Dealers, Inc. or under state
securities or blue sky laws and, if the registration statement filed with
respect to the Securities (as amended) is not effective under the Act as of the
time of execution hereof, such as may be required (and shall be obtained as
provided in this Agreement) under the Act, or (B) conflict with or result in a
breach or violation of any of the terms and provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, lease or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any of their respective 
properties are bound, or the charter documents or by-laws of the Company or any 
of its subsidiaries, or any statute or any judgment, decree, order, rule or 
regulation of any court or other governmental authority or any arbitrator 
applicable to the Company or any of its subsidiaries.


                                       -6-




<PAGE>
 
<PAGE>




         (xvi) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus, neither the Company
nor any of its subsidiaries has sustained any material loss or interference with
their respective businesses or properties from fire, flood, hurricane, accident
or other calamity, whether or not covered by insurance, or from any labor
dispute or any legal or governmental proceeding and there has not been any
material adverse change, or any development involving a prospective material
adverse change, in the condition (financial or otherwise), management, business
prospects, net worth, or results of the operations of the Company or any of its
subsidiaries, except in each case as described in or contemplated by the
Prospectus or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus.

         (xvii) The Company has not, directly or indirectly, (A) taken any
action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities or (B) since the filing of the Registration Statement (1) sold, bid
for, purchased, or paid anyone any compensation for soliciting purchases of, the
Securities or (2) paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Company.

         (xviii) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus) and except for the
Intercompany Agreements, (A) the Company and its subsidiaries have not incurred
any material liability or obligation, direct or contingent not in the ordinary
course of business, nor entered into any material transaction not in the
ordinary course of business; (B) the Company has not purchased any of its
outstanding capital stock, nor declared, paid or otherwise made any dividend or
distribution of any kind on its capital stock; and (C) there has not been any
material change in the capital stock, short-term debt or long-term debt of the
Company and its consolidated subsidiaries, except in each case as described in
or contemplated by the Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus).

         (xix) The Company and each of its subsidiaries have good and marketable
title in fee simple to all items of real property and marketable title to all
personal property owned by each of them, in each case free and clear of any
security interests, liens, encumbrances, equities, claims and other defects,
except as described in or contemplated by the Prospectus (or if the Prospectus
is not in existence, the most recent Preliminary Prospectus) or as do not
materially and adversely affect the value of such property and do not interfere
with the use made or proposed to be made of such property by the
Company or such subsidiary, and any real property and buildings held under lease
by the Company or any such subsidiary are held under valid, subsisting and
enforceable leases, with such exceptions as are not material and do not
interfere with the use made or proposed to be made of such property and
buildings by the Company or such


                                       -7-




<PAGE>
 
<PAGE>



subsidiary, in each case except as described in or contemplated by the 
Prospectus (or, if the Prospectus is not in existence, the most recent 
Preliminary Prospectus).

         (xx) No labor dispute with the employees of the Company or any of its
subsidiaries exists or is threatened or imminent that could result in a material
adverse change in the condition (financial or otherwise), business prospects,
net worth or results of operations of the Company and its subsidiaries, except
as described in or contemplated by the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

         (xxi) The Company and its subsidiaries own or possess, or can acquire
on reasonable terms, all material patents, patent applications, trademarks,
service marks, trade names, licenses, copyrights and proprietary or other
confidential information currently employed by them in connection with their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of infringement of or conflict with asserted rights of any
third party with respect to any of the foregoing which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
result in a material adverse change in the condition (financial or otherwise),
business prospects, net worth or results of operations of the Company and its
subsidiaries, except as described in or contemplated by the Prospectus (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus).

         (xxii) The Company and each of its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition
(financial or otherwise), business prospects, net worth or results of operations
of the Company and its subsidiaries, except as described in or contemplated by
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

         (xxiii) No subsidiary of the Company is currently prohibited, directly
or indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's property or assets to the Company or any other
subsidiary of the Company, except pursuant to the Company's agreements with
lenders providing to the Company revolving lines of credit or as described in 
or contemplated by the Prospectus (or, if the Prospectus is not in existence, 
the most recent Preliminary Prospectus).

         (xxiv) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities 


                                       -8-




<PAGE>
 
<PAGE>



necessary to conduct their respective businesses, and
neither the Company nor any such subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material adverse
change in the condition (financial or otherwise), business prospects, net worth
or results of operations of the Company and its subsidiaries, except as
described in or contemplated by the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus).

         (xxv) The Company will conduct its operations in a manner that will not
subject it to registration as an investment company under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and this transaction
will not cause the Company to become an investment company subject to
registration under such Act.

         (xxvi) Each of the Selling Securityholder, the Company and their
respective subsidiaries has filed all foreign, federal, state and local tax
returns that are required to be filed or has requested extensions thereof
(except in any case in which the failure so to file would not have a Material
Adverse Effect on the Company and its subsidiaries) and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and payable, except
for any such assessment, fine or penalty that is currently being contested in
good faith or as described in or contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).

         (xxvii) Neither the Company nor any of its subsidiaries is in violation
of any federal or state law or regulation relating to occupational safety and
health or to the storage, handling or transportation of hazardous or toxic
materials and the Company and its subsidiaries have received all permits,
licenses or other approvals required of them under applicable federal and state
occupational safety and health and environmental laws and regulations to conduct
their respective businesses, and the Company and each such subsidiary is in
compliance with all terms and conditions of any such permit, license or
approval, except any such violation of law or regulation, failure to receive
required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals which would not,
singly or in the aggregate, result in a Material Adverse Effect in the condition
(financial or otherwise), business prospects, net worth or results of operations
of the Company and its subsidiaries, except as described in or contemplated by
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

         (xxviii) Each certificate signed by any officer of the Company and 
delivered to the Representatives or counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.

         (xxix) Except for the shares of capital stock of each of the
subsidiaries owned by the Company and such subsidiaries, neither the Company nor
any such subsidiary owns 


                                       -9-



<PAGE>
 
<PAGE>

any shares of stock or any other equity securities of
any corporation or has any equity interest in any firm, partnership, association
or other entity, except as described in or contemplated by the Prospectus (or,
if the Prospectus is not in existence, the most recent Preliminary Prospectus).

         (xxx) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (A)
transactions are executed in accordance with management's general or specific
authorizations; (B) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (C) access to assets is
permitted only in accordance with management's general or specific
authorization; and (D) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         (xxxi) No default exists, and no event has occurred which, with notice
or lapse of time or both, would constitute a default in the due performance and
observance of any term, covenant or condition of any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of its subsidiaries
or any of their respective properties is bound or may be affected in any respect
with regard to property, business or operations of the Company and its
subsidiaries, except for such defaults which would not singly, or in the
aggregate, result in a Material Adverse Effect.

         (xxxii) The Company has not distributed and, prior to the later of (A)
the Closing Date and (B) the completion of the distribution of the Securities,
will not distribute any offering material in connection with the offering and
sale of the Securities other than the Registration Statement or any amendment or
supplement thereto, and the Preliminary Prospectus or the Prospectus and any
amendment on supplement thereto or other materials, if any permitted by the Act.

         (b) The Selling Securityholder represents and warrants to, and agrees
with, each of the several Underwriters that:

         (i) The Selling Securityholder has full power (corporate and other) to
enter into this Agreement, to sell, assign, transfer and deliver to the
Underwriters the Securities to be sold by the Selling Securityholder hereunder
in accordance with the terms of this Agreement and the full power (corporate and
other) to enter into the Intercompany Agreements; and this Agreement has been
duly executed and delivered by the Selling Securityholder and constitutes the
legal, valid and binding agreement of the Selling Securityholder and the
Intercompany Agreements, upon execution and delivery thereof by the Company and 
the Selling Securityholder will constitute the legal and valid binding 
obligations of the Selling Securityholder, in each case enforceable in 
accordance with their respective terms (except as rights to indemnification and 
contribution under the Intercompany Agreements may be limited by applicable law,
and except as enforcement (i) may be limited by bankruptcy, insolvency, 
reorganization or 


                                      -10-




<PAGE>
 
<PAGE>



other similar laws affecting creditors' rights generally and (ii) is subject to 
general principles of equity (regardless of whether such enforceability is 
considered in a proceeding in equity or at law)).

         (ii) The Selling Securityholder is the lawful owner of the Securities
to be sold by the Selling Securityholder hereunder and upon sale and delivery
of, and payment for, such Securities, as provided herein, the Selling
Securityholder will convey good and marketable title to such Securities, free
and clear of any security interests, liens, encumbrances, equities, claims or
other defects, assuming that the Underwriters have acquired such Securities
without notice of an adverse claim.

         (iii) The Selling Securityholder has not, directly or indirectly, (A)
taken any action designed to cause or result in, or that has constituted or
which might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities or (B) since the filing of the Registration
Statement (1) sold, bid for, purchased, or paid anyone any compensation for
soliciting purchases of, the Securities or (2) paid or agreed to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company (except for the sale of Securities by the Selling Securityholder
under this Agreement).

         (iv) To the extent that any statements or omissions are made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to the Company by the Selling Securityholder specifically
for use therein, such Preliminary Prospectus did, and the Registration Statement
and the Prospectus and any amendments or supplements thereto, when they become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act, the Exchange Act and the
respective rules and regulations of the Commission thereunder and will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they are made, not misleading. The
Selling Securityholder has reviewed the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus) and the Registration
Statement, and the information regarding the Selling Securityholder set forth
therein under the caption "Principal and Selling Stockholder" is complete and
accurate.

         (v)      The sale of the Securities by the Selling Securityholder 
pursuant hereto is not prompted by any adverse information concerning the 
Company that is not set forth in the Registration Statement or the Prospectus 
(or, if the Prospectus is not in existence, the most recent Preliminary 
Prospectus).

         (vi) The sale of the Securities to the Underwriters by the Selling
Securityholder pursuant to this Agreement, the compliance by the Selling
Securityholder with the other provisions of this Agreement, the consummation of
the 


                                      -11-




<PAGE>
 
<PAGE>
other transactions herein contemplated and the compliance by the Selling
Securityholder with the provisions of the Intercompany Agreements do not (A)
require the consent, approval, authorization, registration or qualification of
or with any governmental authority, except such as have been obtained, such as
may be required under state securities or blue sky laws and, if the registration
statement filed with respect to the Securities (as amended) is not effective
under the Act as of the time of execution hereof, such as may be required (and
shall be obtained as provided in this Agreement) under the Act, or (B) conflict
with or result in a breach or violation of any of the terms and provisions of,
or constitute a default under any indenture, mortgage, deed of trust, lease or
other agreement or instrument to which the Selling Securityholder is a party or
by which the Selling Securityholder or any of the Selling Securityholder's
properties are bound, or any statute or any judgment, decree, order, rule or
regulation of any court or other governmental authority or any arbitrator
applicable to the Selling Securityholder.

         (vii) The Securityholder has not distributed and, prior to the later of
(A) the Closing Date and (B) the completion of the distribution of the
Securities, will not distribute any offering material in connection with the
offering and sale of the Securities other than the Registration Statement or any
amendment thereto, and Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto, or other materials, if any permitted by the Act.

         (viii) The transactions contemplated hereby will not cause the Selling
Securityholder to become an investment company subject to the registration under
the Investment Company Act.

         (ix) Each certificate signed by any officer of the Selling
Securityholder and delivered to the Representatives or counsel for the
Underwriters shall be deemed to be a representation and warranty by the Selling
Securityholder to each Underwriter as to the matters covered thereby.

         3. Purchase, Sale and Delivery of the Securities. (a) On the basis of
the representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell the Company Firm Securities and the Selling Securityholder agrees
to sell the Selling Securityholder Securities to the Underwriters, and each of
the Underwriters, severally and not jointly, agrees to purchase from the Company
and the Selling Securityholder, at a purchase price of $________ per share, the
number of Firm Securities set forth opposite the name of such Underwriter in
Schedule 1 hereto. The number of Firm Securities to be purchased from the
Company and the Selling Securityholder, respectively (as adjusted by the 
Representatives to avoid fractions), by each of the Underwriters shall be 
determined by multiplying the aggregate number of such Firm Securities to 
be sold by the Company or the Selling Securityholder, as the
case may be, by a fraction, the numerator of which is the number of Firm
Securities, set forth opposite the name of such Underwriter on Schedule 1 hereto
and the denominator of which is the total number of Firm Securities set forth on
Schedule 1 hereto. One or 


                                      -12-



<PAGE>
 
<PAGE>



more certificates in definitive form for the Firm Securities that the several
Underwriters have agreed to purchase hereunder, and in such denomination or
denominations and registered in such name or names as the Representatives
request upon notice to the Company and the Selling Securityholder at least 48
hours prior to the Firm Closing Date, shall be delivered by or on behalf of the
Company and the Selling Securityholder to the Representatives for the respective
accounts of the Underwriters, against payment by or on behalf of the
Underwriters of the purchase price therefor by wire transfer in same-day funds
(the "Wired Funds") to the respective accounts of the Company and the Selling
Securityholder. Such delivery of and payment for the Firm Securities shall be
made at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York,
New York 10103 at 9:30 A.M., New York time, on __________, 1998, or at such
other place, time or date as the Representatives, the Company and the Selling
Securityholder may agree upon or as the Representatives may determine pursuant
to Section 9 hereof, such time and date of delivery against payment being herein
referred to as the "Firm Closing Date". Each of the Company and the Selling
Securityholder severally will make such certificate or certificates for the Firm
Securities available for checking and packaging by the Representatives at the
offices in New York, New York of the Company's transfer agent or registrar or of
Prudential Securities Incorporated at least 24 hours prior to the Firm Closing
Date.


         (b) For the purpose of covering any over-allotments in connection with
the distribution and sale of the Firm Securities as contemplated by the
Prospectus, the Company and the Selling Securityholder hereby grant to the
several Underwriters options to purchase, severally and not jointly, the Option
Securities in the respective amounts of 600,000 shares and 600,000 shares. The
purchase price to be paid for any Option Securities shall be the same price per
share as the price per share for the Firm Securities set forth above in
paragraph (a) of this Section 3. The options granted hereby may be exercised as
to all or any part of the Option Securities from time to time within thirty (30)
days after the date of the Prospectus (or, if such 30th day shall be a Saturday
or Sunday or a holiday, on the next business day thereafter when the New York
Stock Exchange is open for trading). The Underwriters shall not be under any
obligation to purchase any of the Option Securities prior to the exercise of
such options. The Representatives may from time to time exercise the options
granted hereby by giving notice in writing or by telephone (confirmed in
writing) to the Selling Securityholder setting forth the aggregate number of
Option Securities as to which the several Underwriters are then exercising the
options and the date and time for delivery of and payment for such Option
Securities. Any such date of delivery shall be determined by the Representatives
but shall not be earlier than two business days or later than five business days
after such exercise of the options and, in any event, shall not be earlier than
the Firm Closing Date. The time and date set forth in such notice,
or such other time on such other date as the Representatives and the Selling
Securityholder may agree upon or as the Representatives may determine pursuant
to Section 9 hereof, is herein called the "Option Closing Date" with respect to
such Option Securities. Upon exercise of the options as provided herein, the
Company shall become obligated to issue and sell and the Selling Securityholder
shall become obligated to sell to each of the several Underwriters, and, subject
to the terms and conditions herein set 


                                      -13-



<PAGE>
 
<PAGE>



forth, each of the Underwriters (severally and not jointly) shall become
obligated to purchase from the Company and the Selling Securityholder, the same
percentage of the total number of the Option Securities as to which the several
Underwriters are then exercising the options as such Underwriter is obligated to
purchase of the aggregate number of Firm Securities, as adjusted by the
Representatives in such manner as they deem advisable to avoid fractional
shares. Any partial exercise of the options granted hereby shall be made on a
pro rata basis in proportion to the respective maximum number of Option
Securities to be sold by each of the Company and the Selling Securityholder as
set forth herein. If the options are exercised as to all or any portion of the
Option Securities, one or more certificates in definitive form for such Option
Securities, and payment therefor, shall be delivered on the related Option
Closing Date in the manner, and upon the terms and conditions, set forth in
paragraph (a) of this Section 3, except that reference therein to the Firm
Securities and the Firm Closing Date shall be deemed, for purposes of this
paragraph (b), to refer to such Option Securities and Option Closing Date,
respectively.

         (c) Each of the Company and the Selling Securityholder hereby
acknowledges that the wire transfer by or on behalf of the Underwriters of the
purchase price for any Securities does not constitute closing of a purchase and
sale of the Securities. Only execution and delivery of a receipt for Securities
by the Underwriters indicates completion of the closing of a purchase of the
Securities from the Company or the Selling Securityholder, as the case may be.
Furthermore, in the event that the Underwriters wire funds to the Company or the
Selling Securityholder prior to the completion of the closing of a purchase of
Securities, each of the Company and the Selling Securityholder hereby
acknowledges that until the Underwriters execute and deliver a receipt for the
Securities, by facsimile or otherwise, the Company or the Selling
Securityholder, as the case may be, will not be entitled to the wired funds and
shall return the wired funds to the Underwriters as soon as practicable (by wire
transfer of same-day funds) upon demand. In the event that the closing of a
purchase of Securities is not completed and the wire funds are not returned by
the Company or the Selling Securityholder, as the case may be, to the
Underwriters on the same day the wired funds were received by the Company or the
Selling Securityholder, as the case may be, each of the Company and the Selling
Securityholder agrees to pay to the Underwriters in respect of each day the wire
funds are not returned by it, in same-day funds, interest on the amount of such
wire funds in an amount representing the Underwriters' cost of financing as
reasonably determined by Prudential Securities Incorporated.

         (d)      It is understood that either of you, individually and not as 
one of the Representatives, may (but shall not be obligated to) make payment on 
behalf of any Underwriter or Underwriters for any of the Securities to be 
purchased by such Underwriter or Underwriters. No such payment shall relieve 
such Underwriter or Underwriters from any of its or their obligations hereunder.


                                      -14-



<PAGE>
 
<PAGE>


         4. Offering by the Underwriters. Upon your authorization of the release
of the Firm Securities, the several Underwriters propose to offer the Firm
Securities for sale to the public upon the terms set forth in the Prospectus.

5. Covenants of the Company and the Selling Securityholder. (a) The
Company and the Selling Securityholder, jointly and severally, covenant 
and agree with each of the Underwriters that:

         (i) The Company and the Selling Securityholder will use their best
efforts to cause the Registration Statement, if not effective at the time of
execution of this Agreement, and any amendments thereto to become effective as
promptly as possible. If required, the Company will file the Prospectus or any
Term Sheet that constitutes a part thereof and any amendment or supplement
thereto with the Commission in the manner and within the time period required by
Rules 434 and 424(b) under the Act. During any time when a prospectus relating
to the Securities is required to be delivered under the Act, the Company (A)
will comply with all requirements imposed upon it by the Act and the rules and
regulations of the Commission thereunder to the extent necessary to permit the
continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and of the Prospectus, as then amended or supplemented, and
(B) will not file with the Commission the Prospectus, Term Sheet or the
amendment referred to in the second sentence of Section 2(a)(i) hereof, any
amendment or supplement to such Prospectus, Term Sheet or any amendment to the
Registration Statement or any Rule 462(b) Registration Statement of which the
Representatives previously have been advised and furnished with a copy for a
reasonable period of time prior to the proposed filing and as to which filing
the Representatives shall not have given their consent. The Company will prepare
and file with the Commission, in accordance with the rules and regulations of
the Commission, promptly upon request by the Representatives or counsel for the
Underwriters, any amendments to the Registration Statement or amendments or
supplements to the Prospectus that may be necessary or advisable in connection
with the distribution of the Securities by the several Underwriters, and will
use its best efforts to cause any such amendment to the Registration Statement
to be declared effective by the Commission as promptly as possible. The Company
will advise the Representatives, promptly after receiving notice thereof, of the
time when the Registration Statement or any amendment thereto has been filed or
declared effective or the Prospectus or any amendment or supplement thereto has
been filed and will provide evidence satisfactory to the Representatives of each
such filing or effectiveness.

         (ii) The Company will advise the Representatives, promptly after
receiving notice or obtaining knowledge thereof, of (A) the issuance by the
Commission of any stop order suspending the effectiveness of the Original
Registration Statement or any Rule 462(b) Registration Statement or any
amendment thereto or any order preventing or suspending the use of any 
Preliminary Prospectus or the Prospectus or any amendment or supplement thereto,
(B) the suspension of the qualification of the Securities for offering or sale 
in any jurisdiction, (C) the institution, threatening or contemplation of any 
proceeding for any such purpose or (D) any request made by the


                                      -15-



<PAGE>
 
<PAGE>



Commission for amending the Original Registration Statement
or any Rule 462(b) Registration Statement, for amending or supplementing the
Prospectus or for additional information. The Company will use its best efforts
to prevent the issuance of any such stop order and, if any such stop order is
issued, to obtain the withdrawal thereof as promptly as possible.

         (iii) The Company will cooperate with the Representatives and counsel
for the Underwriters for the qualification of the Securities for offering and
sale under (or obtain exemptions from the application of) the securities or blue
sky laws of such jurisdictions as the Representatives may designate and will
continue such qualifications in effect for as long as may be necessary to
complete the distribution of the Securities, provided, however, that in
connection therewith the Company shall not be required to qualify as a foreign
corporation, to execute a general consent to service of process in any
jurisdiction or take any action which would subject it to taxation as a foreign
corporation.

         (iv) If, at any time prior to the later of (A) the final date when a
prospectus relating to the Securities is required to be delivered under the Act
or (B) the Option Closing Date, any event occurs as a result of which the
Prospectus, as then amended or supplemented, would include any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or if for any other reason it is necessary at any time to
amend or supplement the Prospectus to comply with the Act or the rules or
regulations of the Commission thereunder, the Company will promptly notify the
Representatives thereof and, subject to Section 5(a)(i) hereof, will prepare and
file with the Commission, at the Company's expense, an amendment to the
Registration Statement or an amendment or supplement to the Prospectus that
corrects such statement or omission or effects such compliance.

         (v) The Company will, without charge, provide (A) to the
Representatives and to counsel for the Underwriters a signed copy of the
registration statement originally filed with respect to the Securities and each
amendment thereto (in each case including exhibits thereto) or any Rule 462(b)
Registration Statement, certified by the Secretary or an Assistant Secretary of
the Company to be true and complete copies thereof as filed with the Commission
by electronic transmission, (B) to each other Underwriter, a conformed copy of
such registration statement or any Rule 462(b) Registration Statement and each
amendment thereto (in each case without exhibits thereto) and (C) so long as a
prospectus relating to the Securities is required to be delivered under the Act,
as many copies of each Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto as the Representatives may reasonably request; without
limiting the application of clause (C) of this sentence, the Company, not later
than (A) 6:00 PM, New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 10:00 A.M., New
York City time, on such date or (B) 2:00 PM, New York City time, on the business
day following the date of determination of the public offering price, if such
determination occurred after 10:00 A.M., New York City time, on such date, will
deliver to the Underwriters, 


                                      -16-




<PAGE>
 
<PAGE>

without charge, as many copies of the Prospectus
and any amendment or supplement thereto as the Representatives may reasonably
request for purposes of confirming orders that are expected to settle on the
Firm Closing Date. The Company will provide or cause to be provided to each of
the Representatives, and to each Underwriter that so requests in writing, a copy
of each report on Form SR filed by the Company as required by Rule 463 under the
Act.

         (vi) The Company, as soon as practicable, will make generally available
to its securityholders and to the Representatives a consolidated earnings
statement of the Company and its subsidiaries that satisfies the provisions of
Section 11(a) of the Act and Rule 158 thereunder.

         (vii) The Company will apply the net proceeds from the sale of the
Securities as set forth under "Use of Proceeds" in the Prospectus.

         (viii) Except pursuant to this Agreement, the Company will not,
directly or indirectly, without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, offer, sell, offer to
sell, contract to sell, pledge, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale,
pledge, grant of any option to purchase or other sale or disposition) of any
shares of Common Stock or any securities convertible into, or exchangeable or
exercisable for, shares of Common Stock for a period of 180 days after the date
hereof, except (A) pursuant to this Agreement, (B) issuances pursuant to the
exercise of outstanding employee stock options, options granted under the
Company's stock option plans and outstanding warrants and (C) shares of Common
Stock issued in connection with the acquisition of certain entities, but only if
the holders of such shares, options or shares issued upon exercise of such
options or warrants, agree in writing not to sell, offer, dispose of or
otherwise transfer any such shares, options or warrants during the remainder of
the 180 day period without the prior written consent of Prudential Securities
Incorporated, on behalf of the Underwriters.

         (ix) The Company will not, directly or indirectly, (A) take any action
designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities or (B) (1) sell, bid for, purchase, or pay anyone any compensation
for soliciting purchases of, the Securities or (2) pay or agree to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company.

         (x) The Company will obtain the agreements described in Section 7(h)
hereof prior to the Firm Closing Date.
         (xi) If at any time during the 25-day period after the Registration
Statement becomes effective or the period prior to the Option Closing Date, any
rumor, publication or event relating to or affecting the Company shall occur as
a result of which in your reasonable opinion the market price of the Common
Stock has been or is likely to be 


                                      -17-



<PAGE>
 
<PAGE>

materially affected (regardless of whether such rumor, publication or event 
necessitates a supplement to or amendment of the Prospectus), the Company 
will, after notice from you advising the Company to the effect set forth 
above, forthwith prepare, consult with you concerning the
substance of, and disseminate a press release or other public statement,
reasonably satisfactory to you, responding to or commenting on such rumor,
publication or event.

         (xii) If the Company elects to rely on Rule 462(b), the Company shall
both file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) and pay the applicable fees in accordance with Rule 111
promulgated under the Act by the earlier of (A) 10:00 P.M. Eastern time on the
date of this Agreement and (B) the time confirmations are sent or given, as
specified by Rule 462(b)(2).

         (xiii) The Company will cause the Securities to be listed on the New
York Stock Exchange (the "NYSE") prior to the commencement of the offering of
Securities. The Company will use its best efforts to ensure that the Securities
remain listed on the NYSE following the Firm Closing Date.

         (b) The Selling Securityholder covenants and agrees with each of the
several Underwriters that:

         (i) The Selling Securityholder will not, directly or indirectly, (A)
take any action designed to cause or result in, or that has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Securities or (B) (1) sell, bid for, purchase, or pay anyone any compensation
for soliciting purchases of, the Securities or (2) pay or agree to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company other than as provided by this Agreement.

         (ii) The Selling Securityholder will not, directly or indirectly,
without the prior written consent of Prudential Securities Incorporated, offer,
sell, offer to sell, contract to sell, grant any option to purchase or otherwise
sell or dispose (or announce any offer, sale, offer of sale, contract of sale,
grant of any option to purchase or other sale or disposition) of any Securities
legally or beneficially owned by such Selling Securityholder or any securities
convertible into, or exchangeable or exercisable for, Securities for a period of
360 days after the date hereof, except pursuant to this Agreement.

         (iii) As soon as the Selling Securityholder is advised thereof, the
Selling Securityholder will advise the Representatives (and immediately
thereafter confirm such advise in writing), (A) of receipt by the Selling
Securityholder or by any representative or agent of the Selling Securityholder, 
of any communication from the Commission relating to the Registration Statement,
the Prospectus or any Preliminary Prospectus, or any notice or order of the
Commission relating to the Company or the Selling Securityholder in connection
with the transactions contemplated by this Agreement and 



                                      -18-




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<PAGE>

(B) of the happening of any event which makes or may make any
statement of a material fact made in the Registration Statement, the Prospectus
or any Preliminary Prospectus relating to the Selling Securityholder untrue or
that requires the making of any change in the Registration Statement, Prospectus
or Preliminary Prospectus, as the case may be, in order to make such statement,
in light of the circumstances in which it was made, not misleading.

         (iv) For a period of 365 days after the date hereof, the Selling
Securityholder shall not effect a corporate dissolution or otherwise cease
operations.

         6. Expenses. The Company will pay all costs and expenses incident to
the performance of its obligations under this Agreement, whether or not the
transactions contemplated herein are consummated or this Agreement is terminated
pursuant to Section 11 hereof, including all costs and expenses incident to (i)
the printing or other production of documents with respect to the transactions,
including any costs of printing the registration statement originally filed with
respect to the Securities and any amendment thereto, any Rule 462(b)
Registration Statement, any Preliminary Prospectus and the Prospectus and any
amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii)
all arrangements relating to the delivery to the Underwriters of copies of the
foregoing documents, (iii) the fees and disbursements of the counsel, the
accountants and any other experts or advisors retained by the Company, (iv)
preparation, issuance and delivery to the Underwriters of any certificates
evidencing the Securities, including transfer agent's and registrar's fees, (v)
the qualification of the Securities under state securities and blue sky laws,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters relating thereto (which shall not exceed $7,500), (vi) the
filing fees of the Commission and the National Association of Securities
Dealers, Inc. relating to the Securities, (vii) any listing of the Securities on
the NYSE, (viii) any meetings with prospective investors in the Securities
(other than as shall have been specifically approved by the Representatives to
be paid for by the Underwriters), and (ix) advertising related to the offering
of the Securities (other than as shall have been specifically approved by the
Representatives to be paid for by the Underwriters). The Underwriters shall pay
their own expenses, including the fees and disbursements of Underwriters'
counsel (but excluding the fees and expenses described in clause (v) of the
preceding sentence; however, if the sale of the Securities provided for herein
is not consummated because any condition to the obligations of the Underwriters
set forth in Section 7 hereof is not satisfied, because this Agreement is
terminated pursuant to Section 11 hereof or because of any failure, refusal or
inability on the part of the Company or the Selling Securityholder to perform
all obligations and satisfy all conditions on their part to be performed or
satisfied hereunder other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally upon demand
for all out-of-pocket expenses (including counsel fees and
disbursements) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities. The Company shall not in any event
be liable to any of the Underwriters for the loss of anticipated profits from
the transactions covered by this Agreement. The provisions of this Section 6 are
intended to relieve the 


                                      -19-




<PAGE>
 
<PAGE>



Underwriters from payment of the costs and expenses
which the Company hereby agrees to pay and shall not affect any agreement
between the Company and the Selling Securityholder for the sharing of such costs
and expenses.

         7. Conditions of the Underwriters' Obligations. The obligations of the
several Underwriters to purchase and pay for the Firm Securities shall be
subject, in the Representatives' sole discretion, to the accuracy of the
representations and warranties of the Company and the Selling Securityholder
contained herein as of the date hereof and as of the Firm Closing Date, as if
made on and as of the Firm Closing Date, to the accuracy of the statements of
the Company's officers made pursuant to the provisions hereof, to the
performance by the Company and the Selling Securityholder of their covenants and
agreements hereunder and to the following additional conditions:

         (a) If the Original Registration Statement or any amendment thereto
filed prior to the Firm Closing Date has not been declared effective as of the
time of execution hereof, the Original Registration Statement or such amendment
and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have been declared effective not later than the
earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to
the registration statement originally filed with respect to the Securities or to
the Registration Statement, as the case may be, containing information regarding
the initial public offering price of the Securities has been filed with the
Commission and (ii) the time confirmations are sent or given as specified by
Rule 462(b)(2), or with respect to the Original Registration Statement, or such
later time and date as shall have been consented to by the Representatives; if
required, the Prospectus or any Term Sheet that constitutes a part thereof and
any amendment or supplement thereto shall have been filed with the Commission in
the manner and within the time period required by Rules 434 and 424(b) under the
Act; no stop order suspending the effectiveness of the Registration Statement or
any amendment thereto shall have been issued, and no proceedings for that
purpose shall have been instituted or threatened or, to the knowledge of the
Company or the Representatives, shall be contemplated by the Commission; and the
Company shall have complied with any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectus or
otherwise).

         (b) The Representatives shall have received an opinion, dated the Firm
Closing Date, of Woods, Oviatt, Gilman, Sturman & Clarke, LLP, counsel for the
Company, to the effect that:

                  (i) the Company and each of its subsidiaries listed in Exhibit
         21 to the Registration Statement (the "Subsidiaries") have been duly
         organized and are validly existing as corporations in good standing
         under the laws of their respective jurisdictions of incorporation and
         are duly qualified to transact business as foreign corporations and are
         in good standing under the laws of all other jurisdictions where the
         ownership or leasing of their respective properties or the conduct of
         their respective businesses requires such qualification, except where
         the failure to be so qualified does not have a Material Adverse Effect;


                                      -20-



<PAGE>
 
<PAGE>

                  (ii) the Company and each of the Subsidiaries have corporate
         power to own or lease their respective properties and conduct their
         respective businesses as described in the Registration Statement and
         the Prospectus, and the Company has corporate power to enter into this
         Agreement and to carry out all the terms and provisions hereof to be
         carried out by it;

                  (iii) the issued shares of capital stock of each of the
         Subsidiaries have been duly authorized and validly issued, are fully
         paid and nonassessable and are owned beneficially by the Company free
         and clear of any perfected security interests or, to the best knowledge
         of such counsel, any other security interests, liens, encumbrances,
         equities or claims, except for the pledge of such capital stock to the
         Company's lender to secure the Company's obligations under its
         revolving line of credit;

                  (iv) the Company has an authorized, issued and outstanding
         capitalization as set forth under the heading "Capitalization" in the
         Prospectus; all of the issued shares of capital stock of the Company,
         including the Selling Securityholder Securities, have been duly
         authorized and validly issued and are fully paid and nonassessable, to
         such counsel's knowledge, have been issued in compliance with all
         applicable federal and state securities laws and were not issued in
         violation of or subject to any preemptive rights or other rights to
         subscribe for or purchase securities; the Securities have been duly
         authorized by all necessary corporate action of the Company and, the
         Company Firm Securities when issued and delivered to and paid for by
         the Underwriters pursuant to this Agreement, will be validly issued,
         fully paid and nonassessable; the Company has been advised that the
         Securities have been duly authorized for trading on the NYSE, subject
         to official notice of issuance; no holders of outstanding shares of
         capital stock of the Company are entitled as such to any preemptive or
         other rights to subscribe for any of the Securities; and no holders of
         securities of the Company are entitled to have such securities
         registered under the Registration Statement;

                  (v) the statements set forth under the heading "Description of
         Capital Stock" in the Prospectus, insofar as such statements purport to
         summarize certain provisions of the capital stock of the Company,
         provide a fair summary of such provisions; and the statements set forth
         under the headings "Risk Factors - Government Regulation," "- Conflicts
         of Interest,", "- Provisions with Anti-Takeover Effect" and - Shares
         Eligible for Future Sale", "Business Insurance" and " - Regulation" and
         "Description of Capital Stock" in the Prospectus, insofar as such
         statements constitute a summary of the legal matters, documents or
         proceedings referred to therein, provide a summary of such legal
         matters, documents and proceedings in all material respects;

                  (vi) the execution and delivery of this Agreement have been
         duly authorized by all necessary corporate action of the Company and
         this Agreement has been duly executed and delivered by the Company;


                                      -21-



<PAGE>
 
<PAGE>

                  (vii) the execution and delivery of the Intercompany
         Agreements have been duly authorized by all necessary corporate action
         of the Company and the Intercompany Agreements have been duly executed
         and delivered by the Company and are the legal, valid, binding and
         enforceable agreements of the Company except as to indemnification and
         contribution obligations under the Separation Agreement and the
         Registration Rights Agreement which may not be enforceable under
         applicable law and subject to applicable bankruptcy, insolvency and
         similar laws effecting creditors' rights generally, and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or in law);

                  (viii) to the best knowledge of such counsel, (A) no legal or
         governmental proceedings are pending to which the Company or any of the
         Subsidiaries is a party or to which the property of the Company or any
         of the Subsidiaries is subject that are required to be described in the
         Registration Statement or the Prospectus and are not described therein
         and no such proceedings have been threatened against the Company or any
         of the Subsidiaries or with respect to any of their respective
         properties and (B) no contract or other document is required to be
         described in the Registration Statement or the Prospectus or to be
         filed as an exhibit to the Registration Statement that is not described
         therein or filed as required;

                  (ix) the issuance, offering and sale of the Securities to the
         Underwriters by the Company pursuant to this Agreement, the compliance
         by the Company with the other provisions of this Agreement, the
         consummation of the other transactions herein contemplated and the
         compliance by the Company with the terms of the Intercompany Agreements
         do not (A) require the consent, approval, authorization, registration
         or qualification of or with any governmental authority, except such as
         have been obtained and such as may be required under state securities
         or blue sky laws, or (B) conflict with or result in a breach or
         violation of any of the terms and provisions of, or constitute a
         default under, any indenture, mortgage, deed of trust, lease or other
         agreement or instrument, known to such counsel, to which the Company or
         any of the Subsidiaries is a party or by which the Company or any of
         the Subsidiaries or any of their respective properties are bound, or
         the charter documents or by-laws of the Company or any of the
         Subsidiaries, or any statute or any judgment, decree, order, rule or
         regulation of any court or other governmental authority or any
         arbitrator known to such counsel and applicable to the Company or
         Subsidiaries;

                  (x) the Registration Statement is effective under the Act; any
         required filing of the Prospectus, or any Term Sheet that constitutes a
         part thereof, pursuant to Rules 434 and 424(b) has been made in the
         manner and within the time period required by Rules 434 and 424(b); and
         to the best of such counsel's knowledge, no stop order suspending the
         effectiveness of the Registration Statement or any amendment thereto
         has been issued, and no proceedings for


                                      -22-



<PAGE>
 
<PAGE>

         that purpose have been instituted or threatened or, to the best 
         knowledge of such counsel, are contemplated by the Commission; and

                  (xi) the Registration Statement originally filed with respect
         to the Securities and each amendment thereto, any Rule 462(b)
         Registration Statement and the Prospectus (in each case, other than the
         financial statements and other financial or accounting information
         contained therein, as to which such counsel shall express no opinion)
         comply as to form in all material respects with the applicable
         requirements of the Act and the rules and regulations of the Commission
         thereunder.

                  (xii) if the Company elects to rely on Rule 434, the
         Prospectus is not "materially different", as such term is used in Rule
         434, from the prospectus included in the Registration Statement at the
         time of its effectiveness or an effective post-effective amendment
         thereto (including such information that is permitted to be omitted
         pursuant to Rule 430A).

         Such counsel shall also state that they have no reason to believe that
the Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as of its date or the date of such opinion, included or
includes any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

         In rendering any such opinion, such counsel may rely, as to matters of
fact, to the extent such counsel deems proper, on certificates of responsible
officers of the Company and public officials. Such counsel may also state that
their opinions are limited in all respects to the laws of the State of New York,
the General Corporation Law of the State of Delaware, the laws of the State of
Nevada and applicable United States federal law, other than law pertaining to
the U.S. Food and Drug Administration, and that they have relied, insofar as the
laws of the State of Nevada are concerned, upon the opinion of Marshall, Hill,
Cassius and deLipkau.

         References to the Registration Statement and the Prospectus in this
paragraph (b) shall include any amendment or supplement thereto at the date of
such opinion.

         (c) The Selling Securityholder shall have furnished to the
Representatives the opinion of Baker & Botts, L.L.P., counsel for the Selling
Securityholder, dated the Closing Date, to the effect that:

                  (i) the Selling Securityholder has all requisite corporate
         power to enter into this Agreement and the Tax Indemnity Agreement and
         to sell, transfer and deliver the Selling Securityholder Securities in
         the manner provided in this Agreement and to perform its obligations
         under this Agreement and the Tax


                                      -23-




<PAGE>
 
<PAGE>



          Indemnity Agreement; this Agreement
         has been duly executed and delivered by the Selling Securityholder, and
         the Tax Indemnity Agreement, on or prior to the Firm Closing Date, will
         be duly executed and delivered, and are the legal, valid, binding and
         enforceable agreements of the Selling Securityholder, except as rights
         to indemnity and contribution may be limited by applicable law or
         public policy, and except as enforcement (i) may be limited by
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to or affecting creditors' rights generally and (ii) is
         subject to general principles of equity and public policy (regardless
         of whether such enforceability is considered in a proceeding in equity
         or at law);

                  (ii) upon the delivery by the Selling Securityholder to the
         several Underwriters of certificates for the Securities being sold
         hereunder by the Selling Securityholder against payment therefor as
         provided herein, assuming that the Underwriters have purchased such
         Securities in good faith and without "notice of an adverse claim"
         (within the meaning of Article 8 of the Uniform Commercial Code of the
         State of Nevada), the several Underwriters will acquire such Securities
         free and clear of any "adverse claims" (within the meaning of Article 8
         of the Uniform Commercial Code of the State of Nevada);

                  (iii) the sale of the Securities to the Underwriters by the
         Selling Securityholder pursuant to this Agreement, the compliance by
         the Selling Securityholder with the other provisions of this Agreement,
         the consummation of the other transactions herein contemplated and the
         compliance by the Selling Securityholder with the terms of the Tax
         Indemnity Agreement do not (A) require the consent, approval,
         authorization, registration or qualification of or with any
         governmental authority of the United States, the State of Texas, the
         State of New York or the State of Delaware, except such as have been
         obtained and such as may be required under state securities or blue sky
         laws, such as may be required under the Securities Act, the Exchange
         Act or any applicable state or foreign securities or Blue Sky laws in
         connection with the purchase and distribution of the Securities by the
         Underwriters and the clearance of such offering with the NASD (as to
         which we do not express an opinion) or such which, if not made or
         obtained, would not reasonably be expected to adversely affect the
         performance by the Selling Securityholder of its obligations under this
         Agreement, or (B) result in a breach or violation of any of the terms
         and provisions of, or constitute a default under any indenture,
         mortgage, deed of trust, lease or other agreement or instrument to
         which the Selling Securityholder is a party or by which the Selling
         Securityholder or any of the Selling Securityholder's properties are
         bound, other than any such breach or violation which would not
         reasonably be expected to adversely affect the performance by the
         Selling Securityholder of its obligations under this Agreement or (C)
         violate any statute (or rule or regulation promulgated pursuant to any
         such statute) of the United States, the State of Texas, the State of
         New York or the State of Delaware (provided that such counsel need not
         express any opinion with respect to compliance with any federal or
         state securities law, rule or regulation) or, to 


                                      -24-




<PAGE>
 
<PAGE>



         such counsel's knowledge, any judgment, decree or order of any court
         or other governmental authority of the United States or the State of
         Texas, the State of New York or the State of Delaware applicable to
         the Selling Securityholder, other than any such violation which would
         not reasonably be expected to adversely affect the performance by the
         Selling Securityholder of its obligations under this Agreement.

                  In rendering such opinion, such counsel may rely, as to
matters of fact, on certificates of officers of the Company and public
officials. Such counsel may also state that their opinions are limited in all
respects to the laws of the State of Texas, the contract laws of the State of
New York, the General Corporation Law of the State of Delaware, the Uniform
Commercial Code of the State of Nevada (NRS 104) and applicable United States
federal law, and that they have relied, insofar as the laws of the State of
Nevada are concerned, upon the opinion of Marshall, Hill, Cassius and deLipkau.

                  References to the Registration Statement and the Prospectus in
this paragraph (c) shall include any amendment or supplement thereto at the date
of such opinion.

         (d) The Representatives shall have received an opinion, dated the Firm
Closing Date, of Fulbright & Jaworski L.L.P., New York, New York, counsel for
the Underwriters, with respect to the issuance and sale of the Firm Securities,
the Registration Statement and the Prospectus, and such other related matters as
the Representatives may reasonably require, and the Company shall have furnished
to such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.

         (e) The Representatives shall have received from Coopers & Lybrand
L.L.P. a letter or letters dated, respectively, the date hereof and the Firm
Closing Date, in form and substance satisfactory to the Representatives, to the
effect that:

                  (i)      they are independent accountants with respect to the 
         Company and its consolidated subsidiaries within the meaning of the Act
         and the applicable rules and regulations thereunder;

                  (ii)     in their opinion, the audited consolidated financial 
         statements and schedules examined by them and included in the 
         Registration Statement and the Prospectus comply in form in all
         material respects with the applicable accounting requirements of the
         Act and the related published rules and regulations;

                  (iii) on the basis of a reading of the latest available
         interim unaudited consolidated financial statements of the Company and
         its consolidated subsidiaries, carrying out certain specified
         procedures (which do not constitute an examination made in accordance
         with generally accepted auditing standards) that would not necessarily
         reveal matters of significance with respect to the 


                                      -25-






<PAGE>
 
<PAGE>

         comments set forth in this paragraph (iii), a reading of the minute
         books of the stockholders, the board of directors and any committees
         thereof of the Company and each of its consolidated subsidiaries, and
         inquiries of certain officials of the Company and its consolidated
         subsidiaries who have responsibility for financial and accounting
         matters, nothing came to their attention that caused them to believe
         that: (A) the unaudited consolidated financial statements of the
         Company and its consolidated subsidiaries included in the Registration
         Statement and the Prospectus do not comply in form in all material
         respects with the applicable accounting requirements of the Act and the
         related published rules and regulations thereunder or are not in
         conformity with generally accepted accounting principles applied on a
         basis substantially consistent with that of the audited consolidated
         financial statements included in the Registration Statement and the
         Prospectus; (B) at a specific date not more than five days prior to the
         date of such letter, there were any changes in the capital stock or
         long-term debt of the Company and its consolidated subsidiaries or any
         decreases in net current assets or stockholders' equity of the Company
         and its consolidated subsidiaries, in each case compared with amounts
         shown on the December 31, 1997 unaudited consolidated balance sheet
         included in the Registration Statement and the Prospectus, or for the
         period from January 1, 1998 to such specified date total revenues,
         gross profit, operating income, net income and income per share of the
         Company and its consolidated subsidiaries were not at least ________%
         of the comparable amounts for the comparable period in the prior year,
         except in all instances for changes, decreases or increases set forth
         in such letter;

                  (iv) they have carried out certain specified procedures, not
         constituting an audit, with respect to certain amounts, percentages and
         financial information that are derived from the general accounting
         records of the Company and its consolidated subsidiaries and are
         included in the Registration Statement and the Prospectus under the
         captions "Prospectus Summary," "Risk Factors," "Company History and
         Recent Transactions," "Use of Proceeds," "Dividend Policy,"
         "Capitalization," "Dilution," "Selected Consolidated Financial Data,"
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations," "Business," "Management," "Certain Transactions
         and Arrangements between the Company and Zapata," "Principal and
         Selling Stockholder," and "Description of Capital Stock," and in
         Exhibit 11 to the Registration Statement, and have compared such
         amounts, percentages and financial information with such records of the
         Company and its consolidated subsidiaries and with information derived
         from such records and have found them to be in agreement, excluding any
         questions of legal interpretation; and

                  (v) on the basis of a reading of the unaudited pro forma
         consolidated financial statements included in the Registration
         Statement and the Prospectus, carrying out certain specified procedures
         that would not necessarily reveal matters of significance with respect
         to the comments set forth in this paragraph (v), inquiries of certain
         officials of the Company and its consolidated subsidiaries


                                      -26-







<PAGE>
 
<PAGE>


         who have responsibility for financial and accounting matters and
         proving the arithmetic accuracy of the application of the pro forma
         adjustments to the historical amounts in the unaudited pro forma
         consolidated financial statements, nothing came to their attention that
         caused them to believe that the unaudited pro forma consolidated
         condensed financial statements do not comply in form in all material
         respects with the applicable accounting requirements of Rule 11-02 of
         Regulation S-X or that the pro forma adjustments have not been properly
         applied to the historical amounts in the compilation of such
         statements.

         In the event that the letters referred to above set forth any such
changes, decreases or increases, it shall be a further condition to the
obligations of the Underwriters that (A) such letters shall be accompanied by a
written explanation of the Company as to the significance thereof, unless the
Representatives deem such explanation unnecessary, and (B) such changes,
decreases or increases do not, in the sole judgment of the Representatives, make
it impractical or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement, as amended as of the
date hereof.

         References to the Registration Statement and the Prospectus in this
paragraph (e) with respect to either letter referred to above shall include any
amendment or supplement thereto at the date of such letter.

         (f) The Representatives shall have received a certificate, dated the
Firm Closing Date, of the principal executive officer and the principal
financial or accounting officer of the Company to the effect that:

                  (i) the representations and warranties of the Company in this
         Agreement are true and correct as if made on and as of the Firm Closing
         Date; the Registration Statement, as amended as of the Firm Closing
         Date, does not include any untrue statement of a material fact or omit
         to state any material fact necessary to make the statements therein not
         misleading, and the Prospectus, as amended or supplemented as of the
         Firm Closing Date, does not include any untrue statement of a material
         fact or omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; and the Company has performed all covenants
         and agreements and satisfied all conditions on its part to be performed
         or satisfied at or prior to the Firm Closing Date;

                  (ii) no stop order suspending the effectiveness of the
         Registration Statement or any amendment thereto has been issued, and no
         proceedings for that purpose have been instituted or threatened or, to
         the best of the Company's knowledge, are contemplated by the
         Commission; and

                  (iii) subsequent to the respective dates as of which
         information is given in the Registration Statement and the Prospectus,
         neither the Company nor any of its subsidiaries has sustained any
         material loss or interference with their


                                      -27-





<PAGE>
 
<PAGE>


         respective businesses or properties from fire, flood, hurricane,
         accident or other calamity, whether or not covered by insurance, or
         from any labor dispute or any legal or governmental proceeding, and
         there has not been any material adverse change, or any development
         involving a prospective material adverse change, in the condition
         (financial or otherwise), management, business prospects, net worth or
         results of operations of the Company or any of its subsidiaries, except
         in each case as described in or contemplated by the Prospectus
         (exclusive of any amendment or supplement thereto).

         (g) The Representatives shall have received a certificate from the
Selling Securityholder, signed by the Selling Securityholder, dated the Closing
Date, to the effect that:

                  (i)  the representations and warranties of the Selling
          Securityholder in this Agreement are true and correct as if made on
          and as of the Closing Date;

                  (ii) the Registration Statement, as amended as of the Closing
         Date, does not include any untrue statement of a material fact or omit
         to state any material fact necessary to make the statements therein not
         misleading, and the Prospectus, as amended or supplemented as of the
         Closing Date, does not include any untrue statement of a material fact
         or omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; and

                  (iii) the Selling Securityholder has performed all covenants
         and agreements on its part to be performed or satisfied at or prior to
         the Closing Date.

         (h) The Representatives shall have received from each person who is a
director or officer of the Company, who owns Common Stock (other than the
Selling Securityholder) or who has an option to acquire Common Stock an
agreement to the effect that such person will not, directly or indirectly,
without the prior written consent of Prudential Securities Incorporated, on
behalf of the Underwriters, offer, sell, offer to sell, contract to sell,
pledge, grant any option to purchase or otherwise sell or dispose (or announce
any offer, sale, offer of sale, contract of sale, pledge, grant of an option to
purchase or other sale or disposition) of any shares of Common Stock or any
securities convertible into, or exchangeable or exercisable for, shares of
Common Stock for a period of 180 days after the date of this Agreement.

         (i) On or before the Firm Closing Date, the Representatives and counsel
for the Underwriters shall have received such further certificates, documents or
other information as they may have reasonably requested from the Company.

         (j) Prior to the commencement of the offering of the Securities, the
Securities shall have been authorized for trading on the NYSE, subject to
official notice of issuance.


                                      -28-





<PAGE>
 
<PAGE>


         All opinions, certificates, letters and documents delivered pursuant to
this Agreement will comply with the provisions hereof only if they are
reasonably satisfactory in all material respects to the Representatives and
counsel for the Underwriters. The Company shall furnish to the Representatives
such conformed copies of such opinions, certificates, letters and documents in
such quantities as the Representatives and counsel for the Underwriters shall
reasonably request.

         The respective obligations of the several Underwriters to purchase and
pay for any Option Securities shall be subject, in their discretion, to each of
the foregoing conditions to purchase the Firm Securities, except that all
references to the Firm Securities and the Firm Closing Date shall be deemed to
refer to such Option Securities and the related Option Closing Date,
respectively.

         8. Indemnification and Contribution. (a) The Company and the Selling
Securityholder jointly and severally agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934 (the "Exchange Act"), against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter or such controlling person may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon:

                  (i) any untrue statement or alleged untrue statement made by
         the Company or the Selling Securityholder in Section 2 of this
         Agreement,

                  (ii) any untrue statement or alleged untrue statement of any
         material fact contained in (A) the Registration Statement or any
         amendment thereto, any Preliminary Prospectus or the Prospectus or any
         amendment or supplement thereto or (B) any application or other
         document, or any amendment or supplement thereto, executed by the
         Company or the Selling Securityholder or based upon written information
         furnished by or on behalf of the Company or the Selling Securityholder
         filed in any jurisdiction in order to qualify the Securities under the
         securities or blue sky laws thereof or filed with the Commission or any
         securities association or securities exchange (each an "Application"),

                  (iii) the omission or alleged omission to state in the
         Registration Statement or any amendment thereto, any Preliminary
         Prospectus or the Prospectus or any amendment or supplement thereto, or
         any Application a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or

                  (iv) any untrue statement or alleged untrue statement of any
         material fact provided by the Company contained in any audio or visual
         materials used in connection with the marketing of the Securities,
         including without limitation, slides, videos, films, tape recordings
         provided that such materials were approved for use by the Company,

                                      -29-






<PAGE>
 
<PAGE>


         and will reimburse, as incurred, each Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Selling Securityholder will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement or any amendment thereto,
any Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto or any Application in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives specifically for use therein; and provided, further, that the
Company and the Selling Securityholder will not be liable to any Underwriter or
any person controlling such Underwriter with respect to any such untrue
statement or omission made in any Preliminary Prospectus that is corrected in
the Prospectus (or any amendment or supplement thereto) if the person asserting
any such loss, claim, damage or liability purchased Securities from such
Underwriter but was not sent or given a copy of the Prospectus (as amended or
supplemented) at or prior to the written confirmation of the sale of such
Securities to such person in any case where such delivery of the Prospectus (as
amended or supplemented) is required by the Act, unless such failure to deliver
the Prospectus (as amended or supplemented) was a result of noncompliance by the
Company with Section 5(a)(iv) or 5(a)(v) of this Agreement. This indemnity
agreement will be in addition to any liability which the Company and the Selling
Securityholder may otherwise have.

           The indemnifying party under this Section 8 shall not be liable for
any settlement of any proceeding effective without its written consent, but if
settled with such consent or if there be a final judgement for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or
judgement. Neither the Company nor the Selling Securityholder will, without the
prior written consent of the Underwriter or Underwriters purchasing, in the
aggregate, more than fifty percent (50%) of the Securities, settle or compromise
or consent to the entry of any judgment in any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
hereunder (whether or not any such Underwriter or any person who controls any
such Underwriter within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act is a party to such claim, action, suit or proceeding), unless
such settlement, compromise or consent includes an unconditional release of all
of the Underwriters and such controlling persons from all liability arising out
of such claim, action, suit or proceeding.

         (b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company, each of its directors, each of its officers who
signed the Registration Statement, the Selling Securityholder and each person,
if any, who controls the Company or the Selling Securityholder within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act against any
losses, claims, damages or liabilities to which the Company, any such director
or officer of the Company, the Selling



                                      -30-





<PAGE>
 
<PAGE>


Securityholder or any such controlling person of the Company or the Selling
Securityholder may become subject under the Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement or
any amendment thereto, any Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto, or any Application or (ii) the omission or the
alleged omission to state therein a material fact required to be stated in the
Registration Statement or any amendment thereto, any Preliminary Prospectus or
the Prospectus or any amendment or supplement thereto, or any Application or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein; and, subject to the
limitation set forth immediately preceding this clause, will reimburse, as
incurred, any legal or other expenses reasonably incurred by the Company, any
such director, officer or controlling person or the Selling Securityholder in
connection with investigating or defending, settling, compromising or paying any
such loss, claim, damage, liability or any action in respect thereof. This
indemnity agreement will be in addition to any liability which each Underwriter
may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 8. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct the defense of such action on behalf of such indemnified
party or parties and such indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof and approval by such
indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 8 for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being
understood,

                                      -31-





<PAGE>
 
<PAGE>




however, that in connection with such action the indemnifying party shall not be
liable for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by the Representatives in the case of paragraph (a) of this Section
8, representing the indemnified parties under such paragraph (a) who are parties
to such action or actions) or (ii) the indemnifying party does not promptly
retain counsel satisfactory to the indemnified party or (iii) the indemnifying
party has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party.

         (d) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section is unavailable or insufficient, for any
reason, to hold harmless an indemnified party in respect of any losses, claims,
damages or liabilities (or actions in respect thereof), each indemnifying party,
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Securities or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Securityholder on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total proceeds from the offering (before deducting expenses) received by
the Company and the Selling Securityholder bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company, the Selling Securityholder or the Underwriters, the parties' relative
intents, knowledge, access to information and opportunity to correct or prevent
such statement or omission, and any other equitable considerations appropriate
in the circumstances. The Company, the Selling Securityholder and the
Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take into account the equitable considerations
referred to above in this paragraph (d). Notwithstanding any other provision of
this paragraph (d), no Underwriter shall be obligated to make contributions
hereunder that in the aggregate exceed the total public offering price of the
Securities purchased by such Underwriter under this Agreement, less the
aggregate amount of any

                                      -32-





<PAGE>
 
<PAGE>


damages that such Underwriter has otherwise been required to pay in respect of
the same or any substantially similar claim, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute hereunder are
several in proportion to their respective underwriting obligations and not
joint, and contributions among Underwriters shall be governed by the provisions
of the Prudential Securities Incorporated Master Agreement Among Underwriters.
For purposes of this paragraph (d), each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company or the
Selling Securityholder within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Company
or the Selling Securityholder, as the case may be.

         (e) The liability of the Selling Securityholder under this Agreement
(including this Section 8) shall not exceed the initial public offering price of
the Securities sold by the Selling Securityholder to the Underwriters.

         9. Default of Underwriters. If one or more Underwriters default in
their obligations to purchase Firm Securities or Option Securities hereunder and
the aggregate number of such Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase is ten percent or less of the
aggregate number of Firm Securities or Option Securities to be purchased by all
of the Underwriters at such time hereunder, the other Underwriters may make
arrangements satisfactory to the Representatives for the purchase of such
Securities by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives), but if no such arrangements are
made by the Firm Closing Date or the related Option Closing Date, as the case
may be, the other Underwriters shall be obligated severally in proportion to
their respective commitments hereunder to purchase the Firm Securities or Option
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If one or more Underwriters so default with respect to an aggregate
number of Securities that is more than ten percent of the aggregate number of
Firm Securities or Option Securities, as the case may be, to be purchased by all
of the Underwriters at such time hereunder, and if arrangements satisfactory to
the Representatives are not made within 36 hours after such default for the
purchase by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives) of the Securities with respect to
which such default occurs, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter or the Company other than as provided
in Section 10 hereof. In the event of any default by one or more Underwriters as
described in this Section 9, the Representatives shall have the right to
postpone the Firm Closing Date or the Option Closing Date, as the case may be,
established as provided in Section 3 hereof for not more than seven business
days in order that any necessary changes may be made in the arrangements or
documents for the purchase and delivery of the Firm Securities or 


                                      -33-






<PAGE>
 
<PAGE>

Option Securities, as the case may be. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 9. Nothing herein shall relieve any defaulting Underwriter from
liability for its default.


         10. Survival. The respective representations, warranties, agreements,
covenants, indemnities and other statements of the Company, its officers, the
Selling Securityholder and the several Underwriters set forth in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Company, any of its officers or directors, the Selling
Securityholder, any Underwriter or any controlling person referred to in Section
8 hereof and (ii) delivery of and payment for the Securities. The respective
agreements, covenants, indemnities and other statements set forth in Sections 6
and 8 hereof shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement.

         11. Termination. (a) This Agreement may be terminated with respect to
the Firm Securities or any Option Securities in the sole discretion of the
Representatives by notice to the Company and the Selling Securityholder given
prior to the Firm Closing Date or the related Option Closing Date, respectively,
in the event that the Company or the Selling Securityholder shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder at or prior thereto or, if at or
prior to the Firm Closing Date or such Option Closing Date, respectively,

                  (i) the Company or any of its subsidiaries shall have, in the
         sole judgment of the Representatives, sustained any material loss or
         interference with their respective businesses or properties from fire,
         flood, hurricane, accident or other calamity, whether or not covered by
         insurance, or from any labor dispute or any legal or governmental
         proceeding or there shall have been any material adverse change, or any
         development involving a prospective material adverse change (including
         without limitation a change in management or control of the Company),
         in the condition (financial or otherwise), business prospects, net
         worth or results of operations of the Company and its subsidiaries,
         except in each case as described in or contemplated by the Prospectus
         (exclusive of any amendment or supplement thereto);

                  (ii) trading in the Common Stock shall have been suspended by
         the Commission or the NYSE or trading in securities generally on the
         NYSE or the Nasdaq Stock Market's National Market shall have been
         suspended or minimum or maximum prices shall have been established on
         any such exchange or market system;

                  (iii) a banking moratorium shall have been declared by New
         York or United States authorities; or


                                      -34-





<PAGE>
 
<PAGE>

                  (iv) there shall have been (A) an outbreak or escalation of
         hostilities between the United States and any foreign power, (B) an
         outbreak or escalation of any other insurrection or armed conflict
         involving the United States or (C) any other calamity or crisis or
         material adverse change in general economic, political or financial
         conditions having an effect on the U.S. financial markets that, in the
         sole judgment of the Representatives, makes it impractical or
         inadvisable to proceed with the public offering or the delivery of the
         Securities as contemplated by the Registration Statement, as amended as
         of the date hereof.

         (b) Termination of this Agreement pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Section
10 hereof.

         12. Information Supplied by Underwriters. The statements set forth in
the last paragraph on the front cover page and under the heading "Underwriting"
in any Preliminary Prospectus or the Prospectus (to the extent such statements
relate to the Underwriters) constitute the only information furnished by any
Underwriter through the Representatives to the Company for the purposes of
Sections 2(a)(ii) and 8 hereof. The Underwriters confirm that such statements
(to such extent) are correct.

         13. Notices. All communications hereunder shall be in writing and, if
sent to any of the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed in writing to Prudential Securities
Incorporated, One New York Plaza, New York, New York 10292, Attention: Equity
Transactions Group; and if sent to the Company or the Selling Securityholder,
shall be delivered or sent by mail, telex or facsimile transmission and
confirmed in writing to the Company and separately to the Selling Securityholder
at 1717 St. James Place, Suite 550, Houston, Texas 77056, Attention: Chief
Executive Officer.

         14. Successors. This Agreement shall inure to the benefit of and shall
be binding upon the several Underwriters, the Company, the Selling
Securityholder and their respective successors and legal representatives, and
nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or claim
under or in respect of this Agreement, or any provisions herein contained, this
Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the indemnities of the Company and the Selling
Securityholder contained in Section 8 of this Agreement shall also be for the
benefit of any person or persons who control any Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the
indemnities of the Underwriters contained in Section 8 of this Agreement shall
also be for the benefit of the directors of the Company, the officers of the
Company who have signed the Registration Statement and any person or persons who
control the Company within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act and the Selling Securityholder. No purchaser of Securities from
any Underwriter shall be deemed a successor because of such purchase.


                                      -35-





<PAGE>
 
<PAGE>


         15. Applicable Law. The validity and interpretation of this Agreement,
and the terms and conditions set forth herein, shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any provisions relating to conflicts of laws.

         16. Consent to Jurisdiction and Service of Process. All judicial
proceedings arising out of or relating to this Agreement may be brought in any
state or federal court of competent jurisdiction in the State of New York, and
by execution and delivery of this Agreement, each of the Company and the Selling
Securityholder accepts for itself and in connection with its properties,
generally and unconditionally, the nonexclusive jurisdiction of the aforesaid
courts and waives any defense of forum non conveniens and irrevocably agrees to
be bound by any judgment rendered thereby in connection with this Agreement.
Each of the Company and the Selling Securityholder designates and appoints
John P. Fowler and The Corporation Trust Company, respectively, and such
other persons as may hereafter be selected by the Company or the Selling
Securityholder irrevocably agreeing in writing to so serve, as its agent
to receive on its behalf service of all process in any such proceedings
in any such court, such service being hereby acknowledged by the Company
and the Selling Securityholder to be effective and binding service in
every respect. A copy of any such process so served shall be mailed by
registered mail to the Company and the Selling Securityholder at its address
provided in Section 13 hereof; provided, however, that, unless otherwise
provided by applicable law, any failure to mail such copy shall not affect the
validity of service of such process. If any agent appointed by the Company or
the Selling Securityholder refuses to accept service, each of the Company and
the Selling Securityholder hereby agrees that service of process sufficient for
personal jurisdiction in any action against the Company or the Selling
Securityholder in the State of New York may be made by registered or certified
mail, return receipt requested, to the Company or the Selling Securityholder at
its address provided in Section 13 hereof, and the Company and the Selling
Securityholder hereby acknowledges that such service shall be effective and
binding in every respect. Nothing herein shall affect the right to serve process
in any other manner permitted by law or shall limit the right of any Underwriter
to bring proceedings against the Company or the Selling Securityholder in the
courts of any other jurisdiction.

         17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                      -36-





<PAGE>
 
<PAGE>


         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute an agreement binding the Company and each
of the several Underwriters. It is understood that your acceptance of this
Agreement on behalf of each of the Underwriters is pursuant to the authority
granted to you by them, severally, in the Agreement among Underwriters, a copy
of which will be given to the Company upon its request.

                                       Very truly yours,

                                       OMEGA PROTEIN CORPORATION



                                       By
                                          ______________________________________
                                           [Title]

                                       ZAPATA CORPORATION



                                       By
                                          ______________________________________
                                           [Title]




The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

PRUDENTIAL SECURITIES INCORPORATED
DEUTSCHE MORGAN GRENFELL INC.

By PRUDENTIAL SECURITIES INCORPORATED



By _____________________
   Jean-Claude Canfin
   Managing Director

For itself and on behalf of the Representatives.

                                      -37-







<PAGE>
 
<PAGE>


                                   SCHEDULE 1

                                  UNDERWRITERS

<TABLE>
<CAPTION>

================================================================================
                                             Number of Firm
                                            Securities to be
Underwriter                                    Purchased
- -----------                                    ---------
<S>                                         <C>                      <C>
- --------------------------------------------------------------------------------
Prudential Securities Incorporated . . .
- --------------------------------------------------------------------------------
Deutsche Morgan Grenfell Inc.  . . . . .
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             Total . . . . .  __________________
                                              8,000,000
================================================================================

</TABLE>



                                      -38-





<PAGE>






<PAGE>


                                                                     EXHIBIT 5.1


                   WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
                               44 EXCHANGE STREET
                            ROCHESTER, NEW YORK 14614

                                 March 31, 1998

Omega Protein Corporation
1717 St. James Place
Suite 550
Houston, TX 77056

Attention:   Joseph L. von Rosenberg III,
             Chief Executive Officer and President

Dear Mr. von Rosenberg:

         In our capacity as counsel to Omega Protein Corporation, a Nevada
corporation (the "Company"), we have been requested to furnish to you an opinion
regarding the four million (4,000,000) shares of the Company's common stock, par
value $.01 per share (the "Common Stock") together with up to 600,000 additional
shares of Common Stock subject to an over-allotment option (collectively the
"Company Shares"), to be issued by the Company in connection with the Company's
initial public offering, as described in the registration statement on Form S-1
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended ("Securities
Act"). We have further been requested to furnish to you an opinion regarding the
4,000,000 shares of Common Stock together with up to 600,000 additional shares
of Common Stock subject to an over-allotment option ("Selling Stockholder
Shares" and together with the Company Shares the "Shares") to be sold by Zapata
Corporation under the Registration Statement as described therein. We understand
that the Shares are to be offered and sold in the manner described in the
Registration Statement.

         We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. We are familiar with the proceedings
of the Board of Directors of the Company taken in connection with the
authorization, issuance and sale of the Company Shares. We have examined such
documents as we consider necessary to render this opinion.




<PAGE>

<PAGE>


Omega Protein Corporation
March 31, 1998
Page -2-


         Based upon the foregoing, we are of the opinion that: (i) the Shares
have been duly authorized, (ii) the Selling Stockholder Shares have been validly
issued, are fully paid and non-assessable, and when sold and delivered as
described in the Registration Statement, and (iii) the Company Shares when
issued and delivered by the Company against payment therefor as described in the
Registration Statement, will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities
Act.

         We are members of the Bar of the State of New York and do not opine on
any laws except for the State of New York, federal laws and the corporate laws
of the State of Nevada. Insofar as any of our opinions herein relate to Nevada
corporate law, those opinions are based solely on the opinions of Marshall,
Hill, Cassas & de Lipkau delivered to us on this date relating to such matters
and is subject to the qualifications and limitations stated therein.


                                Very truly yours,

                   WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP



<PAGE>




<PAGE>


                                                                     EXHIBIT 5.2


                       MARSHALL, HILL, CASSAS & DE LIPKAU
                          333 HOLCOMB AVENUE, SUITE 300
                               RENO, NEVADA 85902

                                 March 31, 1998


Omega Protein Corporation                          Woods, Oviatt, Gilman,
1717 St. James Place                                 Sturman & Clarke LLP
Suite 550                                          44 Exchange Street
Houston, TX 77056                                  Rochester, New York  14614


Attention:   Joseph L. von Rosenberg III,
             Chief Executive Officer and President

Gentlemen:

         In our capacity as special Nevada counsel to Omega Protein Corporation,
a Nevada corporation (the "Company"), we have been requested to furnish to the
Company and its corporate counsel, Woods, Oviatt, Gilman, Sturman & Clarke LLP,
an opinion regarding the four million (4,000,000) shares of the Company's common
stock, par value $.01 per share (the "Common Stock") together with up to 600,000
additional shares of Common Stock subject to an over-allotment option
(collectively the "Company Shares"), to be issued by the Company in connection
with the Company's initial public offering, as described in the registration
statement on Form S-1 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended ("Securities Act"). We have further been requested to furnish to the
Company and its corporate counsel, Woods, Oviatt, Gilman, Sturman & Clarke LLP,
an opinion regarding the 4,000,000 shares of Common Stock together with up to
600,000 additional shares of Common Stock subject to an over-allotment option
("Selling Stockholder Shares" and together with the Company Shares the "Shares")
to be sold by Zapata Corporation under the Registration Statement as described
therein. We understand that the Shares are to be offered and sold in the manner
described in the Registration Statement.

         In rendering our opinion, we have examined (i) the Company's Articles
of Incorporation, (ii) the Company's By-laws, (iii) resolutions of the
Organizational Meeting of the Company's Board of Directors, the form of
Underwriting Agreement; (v) the Long Form Certificate of Corporate Existence for
the Company issued by the Nevada Secretary of State on March 31, 1998; (vi) form
of certificate evidencing the Selling Stockholder Shares; and (vii) certificates
of officer's of the Company with respect to certain questions of fact.




<PAGE>

<PAGE>


Omega Protein Corporation
Woods, Oviatt, et. al.
March 31, 1998
Page -2-


         Based upon the foregoing, we are of the opinion that: (i) the Shares
have been duly authorized, (ii) the Selling Stockholder Shares have been validly
issued, are fully paid and non-assessable, and when sold and delivered as
described in the Registration Statement, and (iii) the Company Shares when
issued and delivered by the Company against payment therefor as described in the
Registration Statement, will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities
Act.

         We are members of the Bar of the State of Nevada and do not opine on
any laws except for the State of Nevada and federal laws.


                                Very truly yours,

                       MARSHALL, HILL, CASSAS & DE LIPKAU




<PAGE>




<PAGE>



                                                                    EXHIBIT 10.1


                                                  April __, 1998

Mr. Joseph L. von Rosenberg III
14918 Broadgreen
Houston, Texas 77079

Dear Mr. von Rosenberg:

     Omega Protein Corporation (the "Company") has determined that it is in the
best interests of the Company and its shareholders to assure that the Company
will have your continued dedication, and to provide you (the "Executive") with
compensation and benefits arrangements which are competitive with those of other
corporations and which ensure that your compensation and benefits expectations
will be satisfied. Therefore, in order to accomplish these objectives, the
Company does hereby enter into this agreement (this "Agreement"), which shall
supersede any other employment agreements between you and the Company.

     In order to induce you to remain in the employ of the Company, it is agreed
as follows:

     1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions set forth
herein.

     2. Term. Subject to the terms and conditions set forth herein, the
Executive shall be employed for a continually renewing term of three (3) years
commencing on the date hereof and renewing each day thereafter for an additional
day without any further action by either the Company or the Executive, it being
the intention of the parties that there shall be continuously a remaining term
of three (3) years' duration of the Executive's Employment until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 5.

     3. Duties and Responsibilities.

        A.     Capacity. The Executive shall serve in the capacity of President
               and Chief Executive Officer of the Company and its successors.
               The Executive's duties under this Agreement shall consist of such
               general management activities as are consistent with the
               responsibilities of said office and such other activities as may
               hereafter be assigned to



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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 2

               him by the Chairman of the Board of Directors of the Company,
               Avram A. Glazer. All such duties shall be performed in accordance
               with any written or oral direction from time to time furnished to
               the Executive by Avram A. Glazer, and the Executive shall report
               solely to Avram A. Glazer.

        B.     Full-Time Duties. The Executive shall devote his full business
               time, attention and energies to the business of the Company and
               shall not be engaged in any other business activity, whether or
               not pursued for gain, profit or other pecuniary advantage, which
               would impair his ability to fulfill his duties to the Company
               under this Agreement, without the prior written consent of the
               Company. The Executive shall be allowed, to the extent such
               activities do not substantially interfere with the performance by
               the Executive of his duties and responsibilities hereunder, to
               (a) manage the Executive's personal affairs, and (b) (i) serve on
               boards or committees of civic or charitable organizations or
               trade associations, and (ii) serve on the board of directors of
               any corporation; provided, however, that the Executive shall
               advise the Company in writing of any such corporate directorship
               under clause (b)(ii) and, if requested by the Company, the
               Executive shall first demonstrate, to the reasonable satisfaction
               of the Company, that any such directorship does not detract from
               the Executive's performance of his duties and responsibilities
               under this Agreement. Nothing contained in this paragraph B shall
               prevent the Executive from passively investing his assets in such
               a form or manner as will not conflict with the terms of this
               Agreement and will not require services on the part of the
               Executive in the operation of the business of the companies or
               other enterprises in which such investments are made.

        C.     Standard of Performance. The Executive will perform his duties
               under this Agreement with fidelity and loyalty, to the best of
               his ability, experience and talent and in a manner consistent
               with his fiduciary responsibilities.

        D.     Location. The Executive's primary place of employment shall be
               1717 St. James Place, Suite 550, Houston, Texas 77056 and the
               Executive shall not be required to relocate more than 35 miles
               from 1717 St. James Place, Suite 550, Houston, Texas 77056
               without his consent.



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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 3


     4. Compensation.

        A.     Base Salary. The Company shall pay the Executive a salary (the
               "Base Salary") of $230,000 per annum, prorated for partial years
               of employment. The Base Salary shall be payable in accordance
               with the general payroll practices of the Company in effect from
               time to time. The Company shall review the Base Salary then being
               paid to the Executive at such times as the Company regularly
               reviews the compensation paid to employees generally (but no less
               frequently than once each fiscal year). Upon completion of such
               review, the Company in its sole discretion may increase, decrease
               or maintain the Executive's then current Base Salary, provided,
               however, that the Company may decrease the Executive's then
               current Base Salary only with the prior written consent of the
               Executive.

          B.   Benefits.

               (1)  Generally. The Executive shall be entitled to participate,
                    in accordance with the Company's regular practices with
                    respect to its similarly situated executives, in the
                    Company's pension, profit-sharing, bonus, disability,
                    accident, medical, life insurance, hospitalization plans and
                    any other employee benefit program maintained by the Company
                    for its similarly situated executives. The Company will have
                    the right to amend or terminate any such benefit plans it
                    may choose to establish.

               (2)  Reimbursements. The Executive shall be entitled to
                    reimbursement from the Company for reasonable out-of-pocket
                    expenses incurred by him in the course of the performance of
                    his duties hereunder, upon the submission of appropriate
                    documentation.

               (3)  Vacations and Other Absences. The Executive shall be
                    entitled to such vacation, holidays and, subject to the
                    provisions of Section 5, other paid or unpaid leaves of
                    absence as are consistent with the Company's normal policies
                    or as are otherwise approved by the Company.

               (4)  Bonus. The Executive shall be entitled to receive, on
                    December 1, 1998, a cash bonus equal to 1.5% of the



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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 4

                    amount by which the earnings of the Company, before
                    interest, taxes, depreciation and amortization, as
                    determined under generally accepted accounting principles
                    ("EBITDA"), for the fiscal year ended September 30, 1998
                    exceeds the Company's EBITDA for fiscal year 1997.

             C.     Payments. All payments to the Executive provided for under
                    this Agreement shall be paid in cash from the general funds
                    of the Company, and no special or separate funds shall be
                    established and no other segregation of assets shall be made
                    to assure payment. The Executive shall have no right, title
                    or interest whatsoever in or to any investments which the
                    Company may make to aid it in meeting its obligations
                    hereunder. Nothing contained in this Agreement, and no
                    action taken pursuant to the provisions hereof, shall
                    create, or be construed to create, a trust of any kind or
                    any fiduciary responsibility of the Company to the Executive
                    or any other person. To the extent that any person acquires
                    a right to receive payments from the Company hereunder, such
                    right shall be no greater than the right of an unsecured
                    creditor of the Company.

     5. Termination.

        A.     Termination by the Company. At the Company's election, this
               Agreement may be terminated by the Company in any of the
               following circumstances:

               (1)  If the Company shall have "Cause" (as hereinafter defined);

               (2)  If the Executive shall die; or

               (3)  If the Executive shall be unable, with reasonable
                    accommodation, to perform his duties hereunder owing to
                    illness or incapacity for a total of 120 days during any
                    360-day period;

               The termination of the Executive's employment pursuant to this
               Section 5.A. shall be effective (i) in the case of a termination
               pursuant to paragraph (1) above, as of the date specified in
               Section 5.B., (ii) in the case of a termination pursuant to
               paragraph (2) above, at death, or (iii) in the case of a
               termination pursuant to paragraph (3) above, upon the expiration
               of 30 days'



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 5

               written notice from the Company to the Executive. Upon any
               termination of the Executive's employment pursuant to paragraph
               (1), (2) or (3) above, the Company shall have no further
               liability or obligation under or in connection with this
               Agreement, except to pay the portion of the Executive's Base
               Salary and other benefits earned or accrued at the date of
               termination. If the Executive is otherwise eligible for benefits
               under any long-term disability plan sponsored by the Company,
               then a termination solely pursuant to paragraph (3) above shall
               not affect the Executive's entitlement to such benefits. In the
               event that the Executive's employment with the Company is
               terminated by the Company for any reason other than for Cause,
               death or disability (as defined in paragraph (3) above), the
               Company shall have no further liability or obligation under or in
               connection with this Agreement except to pay the Executive the
               "Severance Payment" (as defined below) in eighteen (18) equal
               monthly installments, the first such installment payable within
               10 days after the date of termination and the remaining
               installments payable monthly thereafter. For purposes of this
               Agreement, "Severance Payment" shall mean an amount equal to 2.99
               times the Executive's "base amount" within the meaning of
               Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of
               1986, as amended (the "Code"), and any applicable temporary or
               final regulations promulgated thereunder, or its equivalent as
               provided in any successor statute or regulation. If Code Section
               280G (and any successor provisions thereto) shall be repealed or
               otherwise be inapplicable, then the Severance Payment shall be
               equal to 2.99 times the Executive's then current Base Salary.
               Should any of the payments, singly, in any combination or in the
               aggregate, that are provided for hereunder to be paid to or for
               the benefit of the Executive be determined or alleged to be
               subject to an excise or similar purpose tax pursuant to Section
               4999 of the Code, or any successor or other comparable federal,
               state or local tax law by reason of being a "parachute payment"
               (within the meaning of Section 280G of the Code), the Company
               shall pay to the Executive such additional compensation as is
               necessary (after taking into account all federal, state and local
               taxes payable by the Executive as a result of the receipt of such
               additional compensation) to place the Executive in the same
               after-tax position (including federal, state and local taxes) he
               would have been in had no such excise or similar purpose tax (or
               interest or penalties thereon) been paid or incurred. Without
               limiting the obligation of the Company hereunder, the



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 6

               Executive agrees to negotiate with the Company in good faith with
               respect to procedures reasonably requested by the Company which
               would afford the Company the ability to contest the imposition of
               such excise or similar purpose tax. The termination of the
               Executive's employment by the Company other than for Cause shall
               be effective as of the date specified in this Section 5.A.

        B.     Cause. "Cause" means (i) the Executive's final conviction of a
               felony crime that enriched the Executive at the expense of the
               Company; or (ii) the Executive's deliberate and intentional
               continuing failure to substantially perform his duties and
               responsibilities hereunder (except by reason of the Executive's
               incapacity due to physical or mental illness or injury) for a
               period of forty-five (45) days after the "Required Board
               Majority" (as defined below) has delivered to the Executive a
               written demand for substantial performance hereunder which
               specifically identifies the bases for the Required Board
               Majority's determination that the Executive has not substantially
               performed his duties and responsibilities hereunder (such period
               being the "Grace Period"); provided, that for purposes of this
               clause (ii), the Company shall not have Cause to terminate the
               Executive's Employment unless (a) at a meeting of the Board
               called and held following the Grace Period in the city in which
               the Company's principal executive offices are located of which
               the Executive was given not less than ten (10) days' prior
               written notice and at which the Executive was afforded the
               opportunity to be represented by counsel, appear and be heard,
               the Required Board Majority shall adopt a written resolution
               which (1) sets forth the Required Board Majority's determination
               that the failure of the Employee to substantially perform his
               duties and responsibilities hereunder has (except by reason of
               his incapacity due to physical or mental illness or injury)
               continued past the Grace Period and (2) specifically identifies
               the bases for that determination and (b) the Company, at the
               written direction of the Required Board Majority, shall deliver
               to the Executive a notice of termination for Cause to which a
               copy of that resolution, certified as being true and correct by
               the secretary or any assistant secretary of the Company, is
               attached. No act or failure to act on the part of the Executive
               shall be considered "deliberate and intentional" unless it is
               taken or omitted to be taken by the Executive in bad faith or
               without a reasonable belief that the Executive's act or omission
               was in the best interests of the Company. "Required Board
               Majority" means at any



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 7

               time a majority of the members of the Board of Directors of the
               Company at that time which includes at least a majority of the
               outside directors at that time. Termination of the Executive's
               employment by the Company for Cause shall be effective on the
               date of the notice of termination for Cause is delivered to the
               Executive.

        C.     Termination by the Executive. In the event that the Executive
               terminates employment hereunder for "Good Reason" (as defined in
               Section 5.D), the Company shall have no further liability or
               obligation under or in connection with this Agreement, except to
               pay the Executive the Severance Payment in eighteen (18) equal
               monthly installments, the first such installment payable within
               ten (10) days after the date of termination and the remaining
               installments payable monthly thereafter. The termination of the
               Executive's employment for "Good Reason" shall be effective as of
               the date specified in Section 5.D. In the event that the
               Executive voluntarily terminates employment hereunder for other
               than "Good Reason" (as defined in Section 5.D), the Company shall
               have no further liability or obligation under or in connection
               with this Agreement. Upon any termination or expiration of the
               Executive's employment hereunder, the Executive shall have no
               further liability or obligation under or in connection with this
               Agreement; provided, however, that the Executive shall continue
               to be subject to the provisions of Sections 6 and 7 hereof (it
               being understood and agreed that such provisions shall survive
               any termination or expiration of the Executive's employment
               hereunder). Upon any voluntary termination by the Executive, for
               any reason other than Good Reason, or expiration of Executive's
               employment hereunder, the Company shall have no further liability
               under or in connection with this Agreement, except to pay the
               portion of the Executive's Base Salary earned or accrued at the
               date of termination.

        D.     Good Reason. The Executive's employment hereunder shall be deemed
               to have been terminated for "Good Reason" if such termination of
               employment occurs within one year following either (i) a
               diminution in the compensation (without the consent of the
               Executive), or a material diminution of the responsibilities of
               the Executive, (ii) Zapata Corporation (the "Parent") or any
               subsidiary of the Parent merging with or into or consolidating
               with another corporation and as a result thereof less than 50% of
               the outstanding



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 8

               voting securities of the Parent (or if the outstanding voting
               securities of the Parent are converted into or exchanged for
               voting securities of some other corporation, less than 50% of the
               outstanding voting securities of such other corporation ) are
               then owned in the aggregate by the stockholders of the Parent
               immediately prior to such merger or consolidation; (iii) the
               Executive being required to relocate more than 35 miles from 1717
               St. James Place, Suite 550, Houston, Texas 77056, without his
               consent, (iv) any "person," within the meaning of Section
               13(d)(3) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), other than any employee or Subsidiary of the
               Parent, any employee benefit plan (or related trust) applicable
               to the Parent or any of its Subsidiaries or Malcolm I. Glazer or
               any corporation, person, partnership, trust or other entity
               controlled, directly or indirectly, by him becoming the
               beneficial owner (within the meaning of Rule 13d-3 promulgated
               under the Exchange Act) of securities of the Company representing
               20% or more of the combined voting power of the Company's then
               outstanding voting securities; or (v) the Company failing to
               comply with any material provision of this Agreement. Termination
               of employment for Good Reason shall be deemed to be effective
               upon 10 days' written notice of termination from the Executive or
               the Company, as the case may be; provided, however, that no
               termination by the Executive based on a diminution in duties and
               responsibilities shall occur until the Executive has first
               notified the Company in writing as to the specific nature of the
               diminution in duties or responsibilities and afforded the Company
               15 days in which to modify such duties or responsibilities.

     6. Confidential Information.

        A.     Nondisclosure. The Executive hereby acknowledges that it will be
               necessary in connection with the performance of services
               hereunder to provide or make available to the Executive certain
               confidential and proprietary information, including, but not
               limited to, business and financial information, technological
               information, customer lists and financial information on
               customers, intellectual property, trade secrets and other
               information relating to the businesses, products, technology,
               services, customers, methods or tactics of the Company or its
               affiliates (any such confidential or proprietary information
               being hereinafter referred to as "Confidential Information"). The
               Executive further acknowledges that the Confidential Information



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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 9

               includes certain protected trade secrets and agrees that any such
               trade secrets shall remain the property of the Company or its
               affiliates at all times during the term of this Agreement and
               following the expiration or termination hereof. The Executive
               shall not publish, disseminate, distribute, disclose, sell,
               assign, transfer, copy, remove from the Company's premises,
               commercially exploit, or otherwise make use of any Confidential
               Information to or for the use or benefit of the Executive or any
               other person, firm, corporation or entity, except as specifically
               authorized in writing by the Company or as required for the due
               and proper performance of his duties and obligations under this
               Agreement. In addition, the Executive shall employ all necessary
               safeguards and precautions in order to ensure that unauthorized
               access to the Confidential Information is not afforded to any
               person, firm, corporation or entity. Upon any expiration or
               termination of this Agreement, or if the Company so requests at
               any time, the Executive shall promptly return to the Company all
               Confidential Information in the Executive's possession, whether
               in writing, on computer disks or other media, without retaining
               any copies, extracts or other reproductions thereof.
               Notwithstanding the foregoing, nothing contained in this
               paragraph A shall prevent the publishing, dissemination,
               distribution, disclosure, sale, assignment, transfer, copying,
               removal, commercial exploitation or other use by the Executive of
               any information which (i) is generally available to the public
               (other than through a breach on the part of the Executive of any
               of the terms or provisions hereof), (ii) is lawfully obtained by
               the Executive from a source other than the Company or its
               affiliates, directors, officers, employees, agents or other
               representatives (provided, however, that such source is not bound
               by a confidentiality agreement with the Company or any of its
               affiliates and is not otherwise under an obligation of secrecy or
               confidentiality to either of them), or (iii) is required to be
               disclosed by judicial or administrative process or, in the
               opinion of counsel, by the requirements of applicable law
               (provided, however, that the Executive complies fully with the
               provisions of paragraph B below).

        B.     Requests for Disclosure. If the Executive is requested (whether
               by oral questions, interrogatory, request for documents,
               subpoena, civil investigative demand or other legal process) to
               disclose any part of the Confidential Information, the Executive
               shall (i) give prompt written notice to his supervisor of the
               existence of, and the



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 10

               circumstances attendant to, such request, (ii) consult with his
               supervisor as to the advisability of taking legally available
               steps to resist or narrow any such request or otherwise to
               eliminate the need for such disclosure, and (iii) if disclosure
               is required, cooperate with his supervisor in obtaining a
               protective order or other reliable assurance in form and
               substance satisfactory to his supervisor that confidential
               treatment will be accorded to such portion of the Confidential
               Information as is required to be disclosed.

     7. Noncompetition. The Executive hereby expressly covenants and agrees,
which covenants and agreements are of the essence of this contract, that he will
not, directly or indirectly, for himself or on behalf of, or in conjunction
with, any other person, persons, company, partnership or corporation, during the
term of this agreement and for a period of two (2) years immediately following
his voluntary termination of employment hereunder for other than Good Reason or
his termination by the Company for Cause:

          i.   call upon any customer or customers of the Company solicited or
               contacted by the Executive or whose account was serviced by the
               Executive, pursuant to his employment hereunder, for the purpose
               of soliciting or selling marine protein products within the
               territory stated in Paragraph 7.iv;

          ii.  divulge to any person, persons, company, partnership or
               corporation the methods and systems used by the Company in
               producing, selling or marketing marine protein products;

          iii. induce or attempt to induce, directly or indirectly, any employee
               to quit the Company's employ or otherwise in any manner interfere
               with or disrupt the Company's relationship with other employees;
               or

          iv.  engage in the marine protein business as an officer, director,
               employee, partner, or consultant anywhere within the states of
               Texas, Louisiana, Mississippi, Alabama, Florida, Georgia, South
               Carolina, North Carolina, Virginia, or Maryland.

     8. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by final and binding
arbitration in Houston, Texas, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The arbitrator shall be
selected by mutual agreement of the parties, if possible. If the parties fail to
reach agreement upon appointment of an



<PAGE>

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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 11

arbitrator within 30 days following receipt by one party of the other party's
notice of desire to arbitrate, the arbitrator shall be selected from a panel or
panels of persons submitted by the AAA. The selection process shall be that
which is set forth in the AAA Commercial Arbitration Rules then prevailing,
except that, if the parties fail to select an arbitrator from one or more
panels, AAA shall not have the power to make an appointment but shall continue
to submit additional panels until an arbitrator has been selected. This
agreement to arbitrate shall not preclude the parties from engaging in
voluntary, non-binding settlement efforts including mediation.

     9. Notices. All notices and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by Federal Express overnight delivery, to the respective parties at the
following addresses (or at such other address as either party shall have
previously furnished to the other in accordance with the terms of this
Section 9):

         If to the Company:

                  Avram A. Glazer
                  Chairman of the Board
                  18 Stoney Clover Lane
                  Pittsford, New York 14534

         If to the Executive:

                  Mr. Joseph L. von Rosenberg III
                  14918 Broadgreen
                  Houston, Texas 77079

     10. Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising any right, power or
privilege granted hereunder shall constitute a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.

     11. Entire Agreement. This constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements or understandings between the parties relating
thereto.



<PAGE>

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Mr. Joseph L. von Rosenberg III
April __, 1998
Page 12

     12. Severability. In the event that any term or provision herein is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
(it being understood and agreed that, except as expressly provided herein,
nothing contained herein is intended to confer upon any other person or entity
any rights, benefits or remedies of any kind or character whatsoever). Neither
party may assign this Agreement without the prior written consent of the other
party; provided, however, that the Company may assign this Agreement to any of
its affiliates or to any successor.

     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (except that no effect shall be
given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     15. Headings. The headings of the sections contained herein are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision hereof.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on the subject.


OMEGA PROTEIN CORPORATION


By:
   ----------------------------------
   Robert W. Stockton
   Executive Vice President and
   Chief Financial Officer



<PAGE>

<PAGE>


Mr. Joseph L. von Rosenberg III
April __, 1998
Page 13



ACKNOWLEDGED AND AGREED TO:


- -------------------------------------
Joseph L. von Rosenberg III





<PAGE>




<PAGE>



                                                                    EXHIBIT 10.2


                                 April __, 1998

Mr. Robert W. Stockton
14814 Walters Road
Houston, Texas 77068

Dear Mr. Stockton:

     Omega Protein Corporation (the "Company") has determined that it is in the
best interests of the Company and its shareholders to assure that the Company
will have your continued dedication, and to provide you (the "Executive") with
compensation and benefits arrangements which are competitive with those of other
corporations and which ensure that your compensation and benefits expectations
will be satisfied. Therefore, in order to accomplish these objectives, the
Company does hereby enter into this agreement (this "Agreement"), which shall
supersede any other employment agreements between you and the Company.

     In order to induce you to remain in the employ of the Company, it is agreed
as follows:

     1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions set forth
herein.

     2. Term. Subject to the terms and conditions set forth herein, the
Executive shall be employed for a continually renewing term of three (3) years
commencing on the date hereof and renewing each day thereafter for an additional
day without any further action by either the Company or the Executive, it being
the intention of the parties that there shall be continuously a remaining term
of three (3) years' duration of the Executive's Employment until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 5.

     3. Duties and Responsibilities.

        A.     Capacity. The Executive shall serve in the capacity of Executive
               Vice President and Chief Financial Officer of the Company and its
               successors or in a substantially similar capacity with a
               subsidiary, affiliate, or joint venture of the Company. The
               Executive's duties under this Agreement shall consist of such
               general management



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Mr. Robert W. Stockton
April __, 1998
Page 2

               activities as are consistent with the responsibilities of said
               office and such other activities as may hereafter be assigned to
               him by the Chief Executive Officer of the Company or his designee
               (the "Supervisor"). All such duties shall be performed in
               accordance with any written or oral direction from time to time
               furnished to the Executive by the Supervisor, and the Executive
               shall report to Supervisor or to such officer of the Supervisor
               or the Company as is designated by the Supervisor.

          B.   Full-Time Duties. The Executive shall devote his full business
               time, attention and energies to the business of the Company and
               shall not be engaged in any other business activity, whether or
               not pursued for gain, profit or other pecuniary advantage, which
               would impair his ability to fulfill his duties to the Company
               under this Agreement, without the prior written consent of the
               Company. The Executive shall be allowed, to the extent such
               activities do not substantially interfere with the performance by
               the Executive of his duties and responsibilities hereunder, to
               (a) manage the Executive's personal affairs, and (b) (i) serve on
               boards or committees of civic or charitable organizations or
               trade associations, and (ii) serve on the board of directors of
               any corporation; provided, however, that the Executive shall
               advise the Company in writing of any such corporate directorship
               under clause (b)(ii) and, if requested by the Company, the
               Executive shall first demonstrate, to the reasonable satisfaction
               of the Company, that any such directorship does not detract from
               the Executive's performance of his duties and responsibilities
               under this Agreement. Nothing contained in this paragraph B shall
               prevent the Executive from passively investing his assets in such
               a form or manner as will not conflict with the terms of this
               Agreement and will not require services on the part of the
               Executive in the operation of the business of the companies or
               other enterprises in which such investments are made.

          C.   Standard of Performance. The Executive will perform his duties
               under this Agreement with fidelity and loyalty, to the best of
               his ability, experience and talent and in a manner consistent
               with his fiduciary responsibilities.

          D.   Location. The Executive's primary place of employment shall be
               1717 St. James Place, Suite 550, Houston, Texas 77056 and the
               Executive shall not be required to relocate more than 35 miles
               from



<PAGE>

<PAGE>


Mr. Robert W. Stockton
April __, 1998
Page 3

               1717 St. James Place, Suite 550, Houston, Texas 77056 without his
               consent.

     4. Compensation.

          A.   Base Salary. The Company shall pay the Executive a salary (the
               "Base Salary") of $155,000 per annum, prorated for partial years
               of employment. The Base Salary shall be payable in accordance
               with the general payroll practices of the Company in effect from
               time to time. The Company shall review the Base Salary then being
               paid to the Executive at such times as the Company regularly
               reviews the compensation paid to employees generally (but no less
               frequently than once each fiscal year). Upon completion of such
               review, the Company in its sole discretion may increase, decrease
               or maintain the Executive's then current Base Salary, provided,
               however, that the Company may decrease the Executive's then
               current Base Salary only with the prior written consent of the
               Executive.

          B.   Benefits.

               (1)  Generally. The Executive shall be entitled to participate,
                    in accordance with the Company's regular practices with
                    respect to its similarly situated executives, in the
                    Company's pension, profit-sharing, bonus, disability,
                    accident, medical, life insurance, hospitalization plans and
                    any other employee benefit program maintained by the Company
                    for its similarly situated executives. The Company will have
                    the right to amend or terminate any such benefit plans it
                    may choose to establish.

               (2)  Reimbursements. The Executive shall be entitled to
                    reimbursement from the Company for reasonable out-of-pocket
                    expenses incurred by him in the course of the performance of
                    his duties hereunder, upon the submission of appropriate
                    documentation.

               (3)  Vacations and Other Absences. The Executive shall be
                    entitled to such vacation, holidays and, subject to the
                    provisions of Section 5, other paid or unpaid leaves of
                    absence as are consistent with the Company's normal policies
                    or as are otherwise approved by the Company.



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Mr. Robert W. Stockton
April __, 1998
Page 4

          C.   Payments. All payments to the Executive provided for under this
               Agreement shall be paid in cash from the general funds of the
               Company, and no special or separate funds shall be established
               and no other segregation of assets shall be made to assure
               payment. The Executive shall have no right, title or interest
               whatsoever in or to any investments which the Company may make to
               aid it in meeting its obligations hereunder. Nothing contained in
               this Agreement, and no action taken pursuant to the provisions
               hereof, shall create, or be construed to create, a trust of any
               kind or any fiduciary responsibility of the Company to the
               Executive or any other person. To the extent that any person
               acquires a right to receive payments from the Company hereunder,
               such right shall be no greater than the right of an unsecured
               creditor of the Company.

     5. Termination.

          A.   Termination by the Company. At the Company's election, this
               Agreement may be terminated by the Company in any of the
               following circumstances:

               (1)  If the Company shall have "Cause" (as hereinafter defined);

               (2)  If the Executive shall die; or

               (3)  If the Executive shall be unable, with reasonable
                    accommodation, to perform his duties hereunder owing to
                    illness or incapacity for a total of 120 days during any
                    360-day period;

               The termination of the Executive's employment pursuant to this
               Section 5.A. shall be effective (i) in the case of a termination
               pursuant to paragraph (1) above, as of the date specified in
               Section 5.B., (ii) in the case of a termination pursuant to
               paragraph (2) above, at death, or (iii) in the case of a
               termination pursuant to paragraph (3) above, upon the expiration
               of 30 days' written notice from the Company to the Executive.
               Upon any termination of the Executive's employment pursuant to
               paragraph (1), (2) or (3) above, the Company shall have no
               further liability or obligation under or in connection with this
               Agreement, except to pay the portion of the Executive's Base
               Salary and other benefits earned or accrued at the date of
               termination. If the



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Mr. Robert W. Stockton
April __, 1998
Page 5

               Executive is otherwise eligible for benefits under any long-term
               disability plan sponsored by the Company, then a termination
               solely pursuant to paragraph (3) above shall not affect the
               Executive's entitlement to such benefits. In the event that the
               Executive's employment with the Company is terminated by the
               Company for any reason other than for Cause, death or disability
               (as defined in paragraph (3) above), the Company shall have no
               further liability or obligation under or in connection with this
               Agreement except to pay the Executive the "Severance Payment" (as
               defined below) in eighteen (18) equal monthly installments, the
               first such installment payable within 10 days after the date of
               termination and the remaining installments payable monthly
               thereafter. For purposes of this Agreement, "Severance Payment"
               shall mean an amount equal to 2.99 times the Executive's "base
               amount" within the meaning of Sections 280G(b)(3) and 280G(d) of
               the Internal Revenue Code of 1986, as amended (the "Code"), and
               any applicable temporary or final regulations promulgated
               thereunder, or its equivalent as provided in any successor
               statute or regulation. If Code Section 280G (and any successor
               provisions thereto) shall be repealed or otherwise be
               inapplicable, then the Severance Payment shall be equal to 2.99
               times the Executive's then current Base Salary. Should any of the
               payments, singly, in any combination or in the aggregate, that
               are provided for hereunder to be paid to or for the benefit of
               the Executive be determined or alleged to be subject to an excise
               or similar purpose tax pursuant to Section 4999 of the Code, or
               any successor or other comparable federal, state or local tax law
               by reason of being a "parachute payment" (within the meaning of
               Section 280G of the Code), the Company shall pay to the Executive
               such additional compensation as is necessary (after taking into
               account all federal, state and local taxes payable by the
               Executive as a result of the receipt of such additional
               compensation) to place the Executive in the same after-tax
               position (including federal, state and local taxes) he would have
               been in had no such excise or similar purpose tax (or interest or
               penalties thereon) been paid or incurred. Without limiting the
               obligation of the Company hereunder, the Executive agrees to
               negotiate with the Company in good faith with respect to
               procedures reasonably requested by the Company which would afford
               the Company the ability to contest the imposition of such excise
               or similar purpose tax. The termination of the Executive's
               employment by the Company other than for Cause shall be effective
               as of the date specified in this Section 5.A.



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Mr. Robert W. Stockton
April __, 1998
Page 6

          B.   Cause. "Cause" means (i) the Executive's final conviction of a
               felony crime that enriched the Executive at the expense of the
               Company; or (ii) the Executive's deliberate and intentional
               continuing failure to substantially perform his duties and
               responsibilities hereunder (except by reason of the Executive's
               incapacity due to physical or mental illness or injury) for a
               period of forty-five (45) days after the "Required Board
               Majority" (as defined below) has delivered to the Executive a
               written demand for substantial performance hereunder which
               specifically identifies the bases for the Required Board
               Majority's determination that the Executive has not substantially
               performed his duties and responsibilities hereunder (such period
               being the "Grace Period"); provided, that for purposes of this
               clause (ii), the Company shall not have Cause to terminate the
               Executive's Employment unless (a) at a meeting of the Board
               called and held following the Grace Period in the city in which
               the Company's principal executive offices are located of which
               the Executive was given not less than ten (10) days' prior
               written notice and at which the Executive was afforded the
               opportunity to be represented by counsel, appear and be heard,
               the Required Board Majority shall adopt a written resolution
               which (1) sets forth the Required Board Majority's determination
               that the failure of the Employee to substantially perform his
               duties and responsibilities hereunder has (except by reason of
               his incapacity due to physical or mental illness or injury)
               continued past the Grace Period and (2) specifically identifies
               the bases for that determination and (b) the Company, at the
               written direction of the Required Board Majority, shall deliver
               to the Executive a notice of termination for Cause to which a
               copy of that resolution, certified as being true and correct by
               the secretary or any assistant secretary of the Company, is
               attached. No act or failure to act on the part of the Executive
               shall be considered "deliberate and intentional" unless it is
               taken or omitted to be taken by the Executive in bad faith or
               without a reasonable belief that the Executive's act or omission
               was in the best interests of the Company. "Required Board
               Majority" means at any time a majority of the members of the
               Board of Directors of the Company at that time which includes at
               least a majority of the outside directors at that time.
               Termination of the Executive's employment by the Company for
               Cause shall be effective on the date of the notice of termination
               for Cause is delivered to the Executive.




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Mr. Robert W. Stockton
April __, 1998
Page 7

          C.   Termination by the Executive. In the event that the Executive
               terminates employment hereunder for "Good Reason" (as defined in
               Section 5.D), the Company shall have no further liability or
               obligation under or in connection with this Agreement, except to
               pay the Executive the Severance Payment in eighteen (18) equal
               monthly installments, the first such installment payable within
               ten (10) days after the date of termination and the remaining
               installments payable monthly thereafter. The termination of the
               Executive's employment for "Good Reason" shall be effective as of
               the date specified in Section 5.D. In the event that the
               Executive voluntarily terminates employment hereunder for other
               than "Good Reason" (as defined in Section 5.D), the Company shall
               have no further liability or obligation under or in connection
               with this Agreement. Upon any termination or expiration of the
               Executive's employment hereunder, the Executive shall have no
               further liability or obligation under or in connection with this
               Agreement; provided, however, that the Executive shall continue
               to be subject to the provisions of Sections 6 and 7 hereof (it
               being understood and agreed that such provisions shall survive
               any termination or expiration of the Executive's employment
               hereunder). Upon any voluntary termination by the Executive, for
               any reason other than Good Reason, or expiration of Executive's
               employment hereunder, the Company shall have no further liability
               under or in connection with this Agreement, except to pay the
               portion of the Executive's Base Salary earned or accrued at the
               date of termination.

          D.   Good Reason. The Executive's employment hereunder shall be deemed
               to have been terminated for "Good Reason" if such termination of
               employment occurs within one year following either (i) a
               diminution in the compensation (without the consent of the
               Executive), or a material diminution of responsibilities of the
               Executive, (ii) Zapata Corporation (the "Parent") or any
               subsidiary of the Parent merging with or into or consolidating
               with another corporation and as a result thereof less than 50% of
               the outstanding voting securities of the Parent (or if the
               outstanding voting securities of the Parent are converted into or
               exchanged for voting securities of some other corporation, less
               than 50% of the outstanding voting securities of such other
               corporation ) are then owned in the aggregate by the stockholders
               of the Parent immediately prior to such merger or consolidation;
               (iii) the Executive being required to relocate more than 35 miles
               from 1717 St. James Place, Suite 550,



<PAGE>

<PAGE>


Mr. Robert W. Stockton
April __, 1998
Page 8

               Houston, Texas 77056, without his consent, (iv) any "person,"
               within the meaning of Section 13(d)(3) of the Securities Exchange
               Act of 1934, as amended (the "Exchange Act"), other than any
               employee or Subsidiary of the Parent, any employee benefit plan
               (or related trust) applicable to the Parent or any of its
               Subsidiaries or Malcolm I. Glazer or any corporation, person,
               partnership, trust or other entity controlled, directly or
               indirectly, by him becoming the beneficial owner (within the
               meaning of Rule 13d-3 promulgated under the Exchange Act) of
               securities of the Company representing 20% or more of the
               combined voting power of the Company's then outstanding voting
               securities; or (v) the Company failing to comply with any
               material provision of this Agreement. Termination of employment
               for Good Reason shall be deemed to be effective upon 10 days'
               written notice of termination from the Executive or the Company,
               as the case may be; provided, however, that no termination by the
               Executive based on a diminution in duties and responsibilities
               shall occur until the Executive has first notified the Company in
               writing as to the specific nature of the diminution in duties or
               responsibilities and afforded the Company 15 days in which to
               modify such duties or responsibilities.

     6.   Confidential Information.

          Nondisclosure. The Executive hereby acknowledges that it will be
          necessary in connection with the performance of services hereunder to
          provide or make available to the Executive certain confidential and
          proprietary information, including, but not limited to, business and
          financial information, technological information, customer lists and
          financial information on customers, intellectual property, trade
          secrets and other information relating to the businesses, products,
          technology, services, customers, methods or tactics of the Company or
          its affiliates (any such confidential or proprietary information being
          hereinafter referred to as "Confidential Information"). The Executive
          further acknowledges that the Confidential Information includes
          certain protected trade secrets and agrees that any such trade secrets
          shall remain the property of the Company or its affiliates at all
          times during the term of this Agreement and following the expiration
          or termination hereof. The Executive shall not publish, disseminate,
          distribute, disclose, sell, assign, transfer, copy, remove from the
          Company's premises, commercially exploit, or otherwise make use of any
          Confidential Information to or for the use or benefit of the Executive
          or any other person, firm, corporation or entity, except as
          specifically



<PAGE>

<PAGE>


Mr. Robert W. Stockton
April __, 1998
Page 9

          authorized in writing by the Company or as required for the due and
          proper performance of his duties and obligations under this Agreement.
          In addition, the Executive shall employ all necessary safeguards and
          precautions in order to ensure that unauthorized access to the
          Confidential Information is not afforded to any person, firm,
          corporation or entity. Upon any expiration or termination of this
          Agreement, or if the Company so requests at any time, the Executive
          shall promptly return to the Company all Confidential Information in
          the Executive's possession, whether in writing, on computer disks or
          other media, without retaining any copies, extracts or other
          reproductions thereof. Notwithstanding the foregoing, nothing
          contained in this paragraph A shall prevent the publishing,
          dissemination, distribution, disclosure, sale, assignment, transfer,
          copying, removal, commercial exploitation or other use by the
          Executive of any information which (i) is generally available to the
          public (other than through a breach on the part of the Executive of
          any of the terms or provisions hereof), (ii) is lawfully obtained by
          the Executive from a source other than the Company or its affiliates,
          directors, officers, employees, agents or other representatives
          (provided, however, that such source is not bound by a confidentiality
          agreement with the Company or any of its affiliates and is not
          otherwise under an obligation of secrecy or confidentiality to either
          of them), or (iii) is required to be disclosed by judicial or
          administrative process or, in the opinion of counsel, by the
          requirements of applicable law (provided, however, that the Executive
          complies fully with the provisions of paragraph B below).Requests for
          Disclosure. If the Executive is requested (whether by oral questions,
          interrogatory, request for documents, subpoena, civil investigative
          demand or other legal process) to disclose any part of the
          Confidential Information, the Executive shall (i) give prompt written
          notice to his supervisor of the existence of, and the circumstances
          attendant to, such request, (ii) consult with his supervisor as to the
          advisability of taking legally available steps to resist or narrow any
          such request or otherwise to eliminate the need for such disclosure,
          and (iii) if disclosure is required, cooperate with his supervisor in
          obtaining a protective order or other reliable assurance in form and
          substance satisfactory to his supervisor that confidential treatment
          will be accorded to such portion of the Confidential Information as is
          required to be disclosed.

     7.   Noncompetition. The Executive hereby expressly covenants and agrees,
          which covenants and agreements are of the essence of this contract,
          that he will not, directly or indirectly, for himself or on behalf of,
          or in conjunction with, any other person, persons, company,
          partnership or corporation,



<PAGE>

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Mr. Robert W. Stockton
April __, 1998
Page 10

          during the term of this agreement and for a period of two (2) years
          immediately following his voluntary termination of employment
          hereunder for other than Good Reason or his termination by the Company
          for Cause:

          i.   call upon any customer or customers of the Company solicited or
               contacted by the Executive or whose account was serviced by the
               Executive, pursuant to his employment hereunder, for the purpose
               of soliciting or selling marine protein products within the
               territory stated in Paragraph 7.iv;

          ii.  divulge to any person, persons, company, partnership or
               corporation the methods and systems used by the Company in
               producing, selling or marketing marine protein products;

          iii. induce or attempt to induce, directly or indirectly, any employee
               to quit the Company's employ or otherwise in any manner interfere
               with or disrupt the Company's relationship with other employees;
               or

          iv.  engage in the marine protein business as an officer, director,
               employee, partner, or consultant anywhere within the states of
               Texas, Louisiana, Mississippi, Alabama, Florida, Georgia, South
               Carolina, North Carolina, Virginia, or Maryland.

     8.   Arbitration. Any dispute or controversy arising under or in connection
          with this Agreement shall be settled exclusively by final and binding
          arbitration in Houston, Texas, in accordance with the Commercial
          Arbitration Rules of the American Arbitration Association ("AAA"). The
          arbitrator shall be selected by mutual agreement of the parties, if
          possible. If the parties fail to reach agreement upon appointment of
          an arbitrator within 30 days following receipt by one party of the
          other party's notice of desire to arbitrate, the arbitrator shall be
          selected from a panel or panels of persons submitted by the AAA. The
          selection process shall be that which is set forth in the AAA
          Commercial Arbitration Rules then prevailing, except that, if the
          parties fail to select an arbitrator from one or more panels, AAA
          shall not have the power to make an appointment but shall continue to
          submit additional panels until an arbitrator has been selected. This
          agreement to arbitrate shall not preclude the parties from engaging in
          voluntary, non-binding settlement efforts including mediation.

     9.   Notices. All notices and other communications hereunder shall be in
          writing and shall be given (and shall be deemed to have been duly
          given



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Mr. Robert W. Stockton
April __, 1998
Page 11

          upon receipt) by Federal Express overnight delivery, to the respective
          parties at the following addresses (or at such other address as either
          party shall have previously furnished to the other in accordance with
          the terms of this Section 9):

          If to the Company:

          President and Chief Executive Officer
          Omega Protein Corporation
          1717 St. James Place
          Suite 550
          Houston, Texas  77056

          If to the Executive:

          Robert W. Stockton
          14814 Walters Road
          Houston, Texas 77068

     10.  Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising any right, power or
privilege granted hereunder shall constitute a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.

     11. Entire Agreement. This constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements or understandings between the parties relating
thereto.

     12. Severability. In the event that any term or provision herein is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
(it being understood and agreed that, except as expressly provided herein,
nothing contained



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Mr. Robert W. Stockton
April __, 1998
Page 12

herein is intended to confer upon any other person or entity any rights,
benefits or remedies of any kind or character whatsoever). Neither party may
assign this Agreement without the prior written consent of the other party;
provided, however, that the Company may assign this Agreement to any of its
affiliates or to any successor.

     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (except that no effect shall be
given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     15. Headings. The headings of the sections contained herein are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision hereof.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on the subject.


OMEGA PROTEIN CORPORATION


By:
   ----------------------------------------
   Joseph L. von Rosenberg III
   President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:


- -------------------------------------------
Robert W. Stockton





<PAGE>




<PAGE>



                                                                    EXHIBIT 10.3


                                  April , 1998


Mr. Kelsey D. Short
1207 IV Gen. Pershing
Hammond, Louisiana 70401

Dear Mr. Short:

     Omega Protein Corporation (the "Company") has determined that it is in the
best interests of the Company and its shareholders to assure that the Company
will have your continued dedication, and to provide you (the "Executive") with
compensation and benefits arrangements which are competitive with those of other
corporations and which ensure that your compensation and benefits expectations
will be satisfied. Therefore, in order to accomplish these objectives, the
Company does hereby enter into this agreement (this "Agreement"), which shall
supersede any other employment agreements between you and the Company.

     In order to induce you to remain in the employ of the Company, it is agreed
as follows:

     1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions set forth
herein.

     2. Term. Subject to the terms and conditions set forth herein, the
Executive shall be employed for a continually renewing term of three (3) years
commencing on the date hereof and renewing each day thereafter for an additional
day without any further action by either the Company or the Executive, it being
the intention of the parties that there shall be continuously a remaining term
of three (3) years' duration of the Executive's Employment until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 5.

     3. Duties and Responsibilities.

        A.     Capacity. The Executive shall serve in the capacity of Senior
               Vice President-Marketing of the Company and its successors or in
               a substantially similar capacity with a subsidiary, affiliate, or
               joint venture of the Company. The Executive's duties under this
               Agreement shall consist of such general management activities as
               are consistent with the responsibilities of said office and such
               other activities as may hereafter be assigned to him by the Chief
               Executive Officer of the Company or his designee (the
               "Supervisor"). All such



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Mr. Kelsey D. Short
April    , 1998
Page 2

               duties shall be performed in accordance with any written or oral
               direction from time to time furnished to the Executive by the
               Supervisor, and the Executive shall report to Supervisor or to
               such officer of the Supervisor or the Company as is designated by
               the Supervisor.

        B.     Full-Time Duties. The Executive shall devote his full business
               time, attention and energies to the business of the Company and
               shall not be engaged in any other business activity, whether or
               not pursued for gain, profit or other pecuniary advantage, which
               would impair his ability to fulfill his duties to the Company
               under this Agreement, without the prior written consent of the
               Company. The Executive shall be allowed, to the extent such
               activities do not substantially interfere with the performance by
               the Executive of his duties and responsibilities hereunder, to
               (a) manage the Executive's personal affairs, and (b) (i) serve on
               boards or committees of civic or charitable organizations or
               trade associations, and (ii) serve on the board of directors of
               any corporation; provided, however, that the Executive shall
               advise the Company in writing of any such corporate directorship
               under clause (b)(ii) and, if requested by the Company, the
               Executive shall first demonstrate, to the reasonable satisfaction
               of the Company, that any such directorship does not detract from
               the Executive's performance of his duties and responsibilities
               under this Agreement. Nothing contained in this paragraph B shall
               prevent the Executive from passively investing his assets in such
               a form or manner as will not conflict with the terms of this
               Agreement and will not require services on the part of the
               Executive in the operation of the business of the companies or
               other enterprises in which such investments are made.

        C.     Standard of Performance. The Executive will perform his duties
               under this Agreement with fidelity and loyalty, to the best of
               his ability, experience and talent and in a manner consistent
               with his fiduciary responsibilities.

        D.     Location. The Executive's primary place of employment shall be
               1514 Martens Drive, Hammond, Louisiana and the Executive shall
               not be required to relocate more than 35 miles from 1514 Martens
               Drive, Hammond, Louisiana without his consent.



<PAGE>

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Mr. Kelsey D. Short
April    , 1998
Page 3

     4. Compensation.

        A.     Base Salary. The Company shall pay the Executive a salary (the
               "Base Salary") of $132,500 per annum, prorated for partial years
               of employment. The Base Salary shall be payable in accordance
               with the general payroll practices of the Company in effect from
               time to time. The Company shall review the Base Salary then being
               paid to the Executive at such times as the Company regularly
               reviews the compensation paid to employees generally (but no less
               frequently than once each fiscal year). Upon completion of such
               review, the Company in its sole discretion may increase, decrease
               or maintain the Executive's then current Base Salary, provided,
               however, that the Company may decrease the Executive's then
               current Base Salary only with the prior written consent of the
               Executive.

        B.     Benefits.

               (1)  Generally. The Executive shall be entitled to participate,
                    in accordance with the Company's regular practices with
                    respect to its similarly situated executives, in the
                    Company's pension, profit-sharing, bonus, disability,
                    accident, medical, life insurance, hospitalization plans and
                    any other employee benefit program maintained by the Company
                    for its similarly situated executives. The Company will have
                    the right to amend or terminate any such benefit plans it
                    may choose to establish.

               (2)  Reimbursements. The Executive shall be entitled to
                    reimbursement from the Company for reasonable out-of-pocket
                    expenses incurred by him in the course of the performance of
                    his duties hereunder, upon the submission of appropriate
                    documentation.

               (3)  Vacations and Other Absences. The Executive shall be
                    entitled to such vacation, holidays and, subject to the
                    provisions of Section 5, other paid or unpaid leaves of
                    absence as are consistent with the Company's normal policies
                    or as are otherwise approved by the Company.

        C.     Payments. All payments to the Executive provided for under this
               Agreement shall be paid in cash from the general funds of the
               Company, and no special or separate funds shall be established
               and no other segregation of assets shall be made to assure
               payment. The Executive shall have no right, title or interest
               whatsoever in or to any investments which the Company may make to
               aid it in meeting its obligations hereunder. Nothing contained in
               this Agreement, and



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Mr. Kelsey D. Short
April    , 1998
Page 4


               no action taken pursuant to the provisions hereof, shall create,
               or be construed to create, a trust of any kind or any fiduciary
               responsibility of the Company to the Executive or any other
               person. To the extent that any person acquires a right to receive
               payments from the Company hereunder, such right shall be no
               greater than the right of an unsecured creditor of the Company.

     5. Termination.

        A.     Termination by the Company. At the Company's election, this
               Agreement may be terminated by the Company in any of the
               following circumstances:

               (1)  If the Company shall have "Cause" (as hereinafter defined);

               (2)  If the Executive shall die; or

               (3)  If the Executive shall be unable, with reasonable
                    accommodation, to perform his duties hereunder owing to
                    illness or incapacity for a total of 120 days during any
                    360-day period;

               The termination of the Executive's employment pursuant to this
               Section 5.A. shall be effective (i) in the case of a termination
               pursuant to paragraph (1) above, as of the date specified in
               Section 5.B., (ii) in the case of a termination pursuant to
               paragraph (2) above, at death, or (iii) in the case of a
               termination pursuant to paragraph (3) above, upon the expiration
               of 30 days' written notice from the Company to the Executive.
               Upon any termination of the Executive's employment pursuant to
               paragraph (1), (2) or (3) above, the Company shall have no
               further liability or obligation under or in connection with this
               Agreement, except to pay the portion of the Executive's Base
               Salary and other benefits earned or accrued at the date of
               termination. If the Executive is otherwise eligible for benefits
               under any long-term disability plan sponsored by the Company,
               then a termination solely pursuant to paragraph (3) above shall
               not affect the Executive's entitlement to such benefits. In the
               event that the Executive's employment with the Company is
               terminated by the Company for any reason other than for Cause,
               death or disability (as defined in paragraph (3) above), the
               Company shall have no further liability or obligation under or in
               connection with this Agreement except to pay the Executive the
               "Severance Payment" (as defined below) in eighteen (18) equal
               monthly installments, the first such installment



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Mr. Kelsey D. Short
April    , 1998
Page 5


               payable within 10 days after the date of termination and the
               remaining installments payable monthly thereafter. For purposes
               of this Agreement, "Severance Payment" shall mean an amount equal
               to 2.99 times the Executive's "base amount" within the meaning of
               Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of
               1986, as amended (the "Code"), and any applicable temporary or
               final regulations promulgated thereunder, or its equivalent as
               provided in any successor statute or regulation. If Code Section
               280G (and any successor provisions thereto) shall be repealed or
               otherwise be inapplicable, then the Severance Payment shall be
               equal to 2.99 times the Executive's then current Base Salary.
               Should any of the payments, singly, in any combination or in the
               aggregate, that are provided for hereunder to be paid to or for
               the benefit of the Executive be determined or alleged to be
               subject to an excise or similar purpose tax pursuant to Section
               4999 of the Code, or any successor or other comparable federal,
               state or local tax law by reason of being a "parachute payment"
               (within the meaning of Section 280G of the Code), the Company
               shall pay to the Executive such additional compensation as is
               necessary (after taking into account all federal, state and local
               taxes payable by the Executive as a result of the receipt of such
               additional compensation) to place the Executive in the same
               after-tax position (including federal, state and local taxes) he
               would have been in had no such excise or similar purpose tax (or
               interest or penalties thereon) been paid or incurred. Without
               limiting the obligation of the Company hereunder, the Executive
               agrees to negotiate with the Company in good faith with respect
               to procedures reasonably requested by the Company which would
               afford the Company the ability to contest the imposition of such
               excise or similar purpose tax. The termination of the Executive's
               employment by the Company other than for Cause shall be effective
               as of the date specified in this Section 5.A.

          B.   Cause. "Cause" means (i) the Executive's final conviction of a
               felony crime that enriched the Executive at the expense of the
               Company; or (ii) the Executive's deliberate and intentional
               continuing failure to substantially perform his duties and
               responsibilities hereunder (except by reason of the Executive's
               incapacity due to physical or mental illness or injury) for a
               period of forty-five (45) days after the "Required Board
               Majority" (as defined below) has delivered to the Executive a
               written demand for substantial performance hereunder which
               specifically identifies the bases for the Required Board
               Majority's determination that the Executive has not substantially
               performed his duties and responsibilities hereunder (such period
               being the "Grace Period");



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Mr. Kelsey D. Short
April    , 1998
Page 6

               provided, that for purposes of this clause (ii), the Company
               shall not have Cause to terminate the Executive's Employment
               unless (a) at a meeting of the Board called and held following
               the Grace Period in the city in which the Company's principal
               executive offices are located of which the Executive was given
               not less than ten (10) days' prior written notice and at which
               the Executive was afforded the opportunity to be represented by
               counsel, appear and be heard, the Required Board Majority shall
               adopt a written resolution which (1) sets forth the Required
               Board Majority's determination that the failure of the Employee
               to substantially perform his duties and responsibilities
               hereunder has (except by reason of his incapacity due to physical
               or mental illness or injury) continued past the Grace Period and
               (2) specifically identifies the bases for that determination and
               (b) the Company, at the written direction of the Required Board
               Majority, shall deliver to the Executive a notice of termination
               for Cause to which a copy of that resolution, certified as being
               true and correct by the secretary or any assistant secretary of
               the Company, is attached. No act or failure to act on the part of
               the Executive shall be considered "deliberate and intentional"
               unless it is taken or omitted to be taken by the Executive in bad
               faith or without a reasonable belief that the Executive's act or
               omission was in the best interests of the Company. "Required
               Board Majority" means at any time a majority of the members of
               the Board of Directors of the Company at that time which includes
               at least a majority of the outside directors at that time.
               Termination of the Executive's employment by the Company for
               Cause shall be effective on the date of the notice of termination
               for Cause is delivered to the Executive.

          C.   Termination by the Executive. In the event that the Executive
               terminates employment hereunder for "Good Reason" (as defined in
               Section 5.D), the Company shall have no further liability or
               obligation under or in connection with this Agreement, except to
               pay the Executive the Severance Payment in eighteen (18) equal
               monthly installments, the first such installment payable within
               ten (10) days after the date of termination and the remaining
               installments payable monthly thereafter. The termination of the
               Executive's employment for "Good Reason" shall be effective as of
               the date specified in Section 5.D. In the event that the
               Executive voluntarily terminates employment hereunder for other
               than "Good Reason" (as defined in Section 5.D), the Company shall
               have no further liability or obligation under or in connection
               with this Agreement. Upon any termination or expiration of the
               Executive's employment hereunder, the Executive shall have no
               further liability



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Mr. Kelsey D. Short
April    , 1998
Page 7

               or obligation under or in connection with this Agreement;
               provided, however, that the Executive shall continue to be
               subject to the provisions of Sections 6 and 7 hereof (it being
               understood and agreed that such provisions shall survive any
               termination or expiration of the Executive's employment
               hereunder). Upon any voluntary termination by the Executive, for
               any reason other than Good Reason, or expiration of Executive's
               employment hereunder, the Company shall have no further liability
               under or in connection with this Agreement, except to pay the
               portion of the Executive's Base Salary earned or accrued at the
               date of termination.

          D.   Good Reason. The Executive's employment hereunder shall be deemed
               to have been terminated for "Good Reason" if such termination of
               employment occurs within one year following either (i) a
               diminution in the compensation (without the consent of the
               Executive), or a material diminution of the responsibilities of
               the Executive, (ii) Zapata Corporation (the "Parent") or any
               subsidiary of the Parent merging with or into or consolidating
               with another corporation and as a result thereof less than 50% of
               the outstanding voting securities of the Parent (or if the
               outstanding voting securities of the Parent are converted into or
               exchanged for voting securities of some other corporation, less
               than 50% of the outstanding voting securities of such other
               corporation ) are then owned in the aggregate by the stockholders
               of the Parent immediately prior to such merger or consolidation;
               (iii) the Executive being required to relocate more than 35 miles
               from 1514 Martens Drive, Hammond, Louisiana, without his consent,
               (iv) any "person," within the meaning of Section 13(d)(3) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               other than any employee or Subsidiary of the Parent, any employee
               benefit plan (or related trust) applicable to the Parent or any
               of its Subsidiaries or Malcolm I. Glazer or any corporation,
               person, partnership, trust or other entity controlled, directly
               or indirectly, by him becoming the beneficial owner (within the
               meaning of Rule 13d-3 promulgated under the Exchange Act) of
               securities of the Company representing 20% or more of the
               combined voting power of the Company's then outstanding voting
               securities; or (v) the Company failing to comply with any
               material provision of this Agreement. Termination of employment
               for Good Reason shall be deemed to be effective upon 10 days'
               written notice of termination from the Executive or the Company,
               as the case may be; provided, however, that no termination by the
               Executive based on a diminution in duties and responsibilities
               shall occur until the Executive has first notified the Company in
               writing as to the specific nature of the diminution in



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Mr. Kelsey D. Short
April    , 1998
Page 8


               duties or responsibilities and afforded the Company 15 days in
               which to modify such duties or responsibilities.

     6. Confidential Information.

        A.     Nondisclosure. The Executive hereby acknowledges that it will be
               necessary in connection with the performance of services
               hereunder to provide or make available to the Executive certain
               confidential and proprietary information, including, but not
               limited to, business and financial information, technological
               information, customer lists and financial information on
               customers, intellectual property, trade secrets and other
               information relating to the businesses, products, technology,
               services, customers, methods or tactics of the Company or its
               affiliates (any such confidential or proprietary information
               being hereinafter referred to as "Confidential Information"). The
               Executive further acknowledges that the Confidential Information
               includes certain protected trade secrets and agrees that any such
               trade secrets shall remain the property of the Company or its
               affiliates at all times during the term of this Agreement and
               following the expiration or termination hereof. The Executive
               shall not publish, disseminate, distribute, disclose, sell,
               assign, transfer, copy, remove from the Company's premises,
               commercially exploit, or otherwise make use of any Confidential
               Information to or for the use or benefit of the Executive or any
               other person, firm, corporation or entity, except as specifically
               authorized in writing by the Company or as required for the due
               and proper performance of his duties and obligations under this
               Agreement. In addition, the Executive shall employ all necessary
               safeguards and precautions in order to ensure that unauthorized
               access to the Confidential Information is not afforded to any
               person, firm, corporation or entity. Upon any expiration or
               termination of this Agreement, or if the Company so requests at
               any time, the Executive shall promptly return to the Company all
               Confidential Information in the Executive's possession, whether
               in writing, on computer disks or other media, without retaining
               any copies, extracts or other reproductions thereof.
               Notwithstanding the foregoing, nothing contained in this
               paragraph A shall prevent the publishing, dissemination,
               distribution, disclosure, sale, assignment, transfer, copying,
               removal, commercial exploitation or other use by the Executive of
               any information which (i) is generally available to the public
               (other than through a breach on the part of the Executive of any
               of the terms or provisions hereof), (ii) is lawfully obtained by
               the Executive from a source other than the Company or its
               affiliates, directors, officers, employees, agents or other
               representatives (provided, however, that such source



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Mr. Kelsey D. Short
April    , 1998
Page 9

               is not bound by a confidentiality agreement with the Company or
               any of its affiliates and is not otherwise under an obligation of
               secrecy or confidentiality to either of them), or (iii) is
               required to be disclosed by judicial or administrative process
               or, in the opinion of counsel, by the requirements of applicable
               law (provided, however, that the Executive complies fully with
               the provisions of paragraph B below).

        B.     Requests for Disclosure. If the Executive is requested (whether
               by oral questions, interrogatory, request for documents,
               subpoena, civil investigative demand or other legal process) to
               disclose any part of the Confidential Information, the Executive
               shall (i) give prompt written notice to his supervisor of the
               existence of, and the circumstances attendant to, such request,
               (ii) consult with his supervisor as to the advisability of taking
               legally available steps to resist or narrow any such request or
               otherwise to eliminate the need for such disclosure, and (iii) if
               disclosure is required, cooperate with his supervisor in
               obtaining a protective order or other reliable assurance in form
               and substance satisfactory to his supervisor that confidential
               treatment will be accorded to such portion of the Confidential
               Information as is required to be disclosed.

     7. Noncompetition. The Executive hereby expressly covenants and agrees,
which covenants and agreements are of the essence of this contract, that he will
not, directly or indirectly, for himself or on behalf of, or in conjunction
with, any other person, persons, company, partnership or corporation, during the
term of this agreement and for a period of two (2) years immediately following
his voluntary termination of employment hereunder for other than Good Reason or
his termination by the Company for Cause:

          i.   call upon any customer or customers of the Company solicited or
               contacted by the Executive or whose account was serviced by the
               Executive, pursuant to his employment hereunder, for the purpose
               of soliciting or selling marine protein products within the
               territory stated in Paragraph 7.iv;

          ii.  divulge to any person, persons, company, partnership or
               corporation the methods and systems used by the Company in
               producing, selling or marketing marine protein products;

          iii. induce or attempt to induce, directly or indirectly, any employee
               to quit the Company's employ or otherwise in any manner interfere
               with or disrupt the Company's relationship with other employees;
               or



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Mr. Kelsey D. Short
April    , 1998
Page 10

          iv.  engage in the marine protein business as an officer, director,
               employee, partner, or consultant anywhere within the states of
               Texas, Louisiana, Mississippi, Alabama, Florida, Georgia, South
               Carolina, North Carolina, Virginia, or Maryland.

     8. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by final and binding
arbitration in Houston, Texas, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The arbitrator shall be
selected by mutual agreement of the parties, if possible. If the parties fail to
reach agreement upon appointment of an arbitrator within 30 days following
receipt by one party of the other party's notice of desire to arbitrate, the
arbitrator shall be selected from a panel or panels of persons submitted by the
AAA. The selection process shall be that which is set forth in the AAA
Commercial Arbitration Rules then prevailing, except that, if the parties fail
to select an arbitrator from one or more panels, AAA shall not have the power to
make an appointment but shall continue to submit additional panels until an
arbitrator has been selected. This agreement to arbitrate shall not preclude the
parties from engaging in voluntary, non-binding settlement efforts including
mediation.

     9. Notices. All notices and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by Federal Express overnight delivery, to the respective parties at the
following addresses (or at such other address as either party shall have
previously furnished to the other in accordance with the terms of this Section
9):

                  If to the Company:

                           President and Chief Executive Officer
                           Omega Protein Corporation
                           1717 St. James Place
                           Suite 550
                           Houston, Texas  77056

                  If to the Executive:

                  Mr. Kelsey D. Short
                  1207 IV Gen. Pershing
                  Hammond, Louisiana 70401.

     10. Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising any right, power or
privilege granted



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Mr. Kelsey D. Short
April    , 1998
Page 11

hereunder shall constitute a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege granted
hereunder.

     11. Entire Agreement. This constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements or understandings between the parties relating
thereto.

     12. Severability. In the event that any term or provision herein is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
(it being understood and agreed that, except as expressly provided herein,
nothing contained herein is intended to confer upon any other person or entity
any rights, benefits or remedies of any kind or character whatsoever). Neither
party may assign this Agreement without the prior written consent of the other
party; provided, however, that the Company may assign this Agreement to any of
its affiliates or to any successor.

     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (except that no effect shall be
given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     15. Headings. The headings of the sections contained herein are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision hereof.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



<PAGE>

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Mr. Kelsey D. Short
April    , 1998
Page 12

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on the subject.


OMEGA PROTEIN CORPORATION


By:
   --------------------------------------
   Joseph L. von Rosenberg III
   President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:


- -----------------------------------------
Kelsey D. Short





<PAGE>




<PAGE>



                                                                    EXHIBIT 10.4


                                  April , 1998

Mr. Clyde R. Gilbert
41122 Rue Chene
Ponchatoula, Louisiana 70454

Dear Mr. Gilbert:

     Omega Protein Corporation (the "Company") has determined that it is in the
best interests of the Company and its shareholders to assure that the Company
will have your continued dedication, and to provide you (the "Executive") with
compensation and benefits arrangements which are competitive with those of other
corporations and which ensure that your compensation and benefits expectations
will be satisfied. Therefore, in order to accomplish these objectives, the
Company does hereby enter into this agreement (this "Agreement"), which shall
supersede any other employment agreements between you and the Company.

     In order to induce you to remain in the employ of the Company, it is agreed
as follows:

     1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions set forth
herein.

     2. Term. Subject to the terms and conditions set forth herein, the
Executive shall be employed for a continually renewing term of three (3) years
commencing on the date hereof and renewing each day thereafter for an additional
day without any further action by either the Company or the Executive, it being
the intention of the parties that there shall be continuously a remaining term
of three (3) years' duration of the Executive's Employment until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 5.

     3. Duties and Responsibilities.

        A.     Capacity. The Executive shall serve in the capacity of Senior
               Vice President-Operations of the Company and its successors or in
               a substantially similar capacity with a subsidiary, affiliate, or
               joint venture of the Company. The Executive's duties under this
               Agreement shall consist of such general management activities as
               are consistent with the responsibilities of said office and such
               other activities as may hereafter be assigned to him by the Chief
               Executive



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Mr. Clyde R. Gilbert
April   , 1998
Page 2

               Officer of the Company or his designee (the "Supervisor"). All
               such duties shall be performed in accordance with any written or
               oral direction from time to time furnished to the Executive by
               the Supervisor, and the Executive shall report to Supervisor or
               to such officer of the Supervisor or the Company as is designated
               by the Supervisor.

          B.   Full-Time Duties. The Executive shall devote his full business
               time, attention and energies to the business of the Company and
               shall not be engaged in any other business activity, whether or
               not pursued for gain, profit or other pecuniary advantage, which
               would impair his ability to fulfill his duties to the Company
               under this Agreement, without the prior written consent of the
               Company. The Executive shall be allowed, to the extent such
               activities do not substantially interfere with the performance by
               the Executive of his duties and responsibilities hereunder, to
               (a) manage the Executive's personal affairs, and (b) (i) serve on
               boards or committees of civic or charitable organizations or
               trade associations, and (ii) serve on the board of directors of
               any corporation; provided, however, that the Executive shall
               advise the Company in writing of any such corporate directorship
               under clause (b)(ii) and, if requested by the Company, the
               Executive shall first demonstrate, to the reasonable satisfaction
               of the Company, that any such directorship does not detract from
               the Executive's performance of his duties and responsibilities
               under this Agreement. Nothing contained in this paragraph B shall
               prevent the Executive from passively investing his assets in such
               a form or manner as will not conflict with the terms of this
               Agreement and will not require services on the part of the
               Executive in the operation of the business of the companies or
               other enterprises in which such investments are made.

          C.   Standard of Performance. The Executive will perform his duties
               under this Agreement with fidelity and loyalty, to the best of
               his ability, experience and talent and in a manner consistent
               with his fiduciary responsibilities.

          D.   Location. The Executive's primary place of employment shall be
               1514 Martens Drive, Hammond, Louisiana and the Executive shall
               not be required to relocate more than 35 miles from 1514 Martens
               Drive, Hammond, Louisiana without his consent.



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Mr. Clyde R. Gilbert
April   , 1998
Page 3

     4. Compensation.

          A.   Base Salary. The Company shall pay the Executive a salary (the
               "Base Salary") of $132,500 per annum, prorated for partial years
               of employment. The Base Salary shall be payable in accordance
               with the general payroll practices of the Company in effect from
               time to time. The Company shall review the Base Salary then being
               paid to the Executive at such times as the Company regularly
               reviews the compensation paid to employees generally (but no less
               frequently than once each fiscal year). Upon completion of such
               review, the Company in its sole discretion may increase, decrease
               or maintain the Executive's then current Base Salary, provided,
               however, that the Company may decrease the Executive's then
               current Base Salary only with the prior written consent of the
               Executive.

          B.   Benefits.

               (1)  Generally. The Executive shall be entitled to participate,
                    in accordance with the Company's regular practices with
                    respect to its similarly situated executives, in the
                    Company's pension, profit-sharing, bonus, disability,
                    accident, medical, life insurance, hospitalization plans and
                    any other employee benefit program maintained by the Company
                    for its similarly situated executives. The Company will have
                    the right to amend or terminate any such benefit plans it
                    may choose to establish.

               (2)  Reimbursements. The Executive shall be entitled to
                    reimbursement from the Company for reasonable out-of-pocket
                    expenses incurred by him in the course of the performance of
                    his duties hereunder, upon the submission of appropriate
                    documentation.

               (3)  Vacations and Other Absences. The Executive shall be
                    entitled to such vacation, holidays and, subject to the
                    provisions of Section 5, other paid or unpaid leaves of
                    absence as are consistent with the Company's normal policies
                    or as are otherwise approved by the Company.

          C.   Payments. All payments to the Executive provided for under this
               Agreement shall be paid in cash from the general funds of the
               Company, and no special or separate funds shall be established
               and



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Mr. Clyde R. Gilbert
April   , 1998
Page 4

               no other segregation of assets shall be made to assure payment.
               The Executive shall have no right, title or interest whatsoever
               in or to any investments which the Company may make to aid it in
               meeting its obligations hereunder. Nothing contained in this
               Agreement, and no action taken pursuant to the provisions hereof,
               shall create, or be construed to create, a trust of any kind or
               any fiduciary responsibility of the Company to the Executive or
               any other person. To the extent that any person acquires a right
               to receive payments from the Company hereunder, such right shall
               be no greater than the right of an unsecured creditor of the
               Company.

     5. Termination.

          A.   Termination by the Company. At the Company's election, this
               Agreement may be terminated by the Company in any of the
               following circumstances:

               (1)  If the Company shall have "Cause" (as hereinafter defined);

               (2)  If the Executive shall die; or

               (3)  If the Executive shall be unable, with reasonable
                    accommodation, to perform his duties hereunder owing to
                    illness or incapacity for a total of 120 days during any
                    360-day period;

               The termination of the Executive's employment pursuant to this
               Section 5.A. shall be effective (i) in the case of a termination
               pursuant to paragraph (1) above, as of the date specified in
               Section 5.B., (ii) in the case of a termination pursuant to
               paragraph (2) above, at death, or (iii) in the case of a
               termination pursuant to paragraph (3) above, upon the expiration
               of 30 days' written notice from the Company to the Executive.
               Upon any termination of the Executive's employment pursuant to
               paragraph (1), (2) or (3) above, the Company shall have no
               further liability or obligation under or in connection with this
               Agreement, except to pay the portion of the Executive's Base
               Salary and other benefits earned or accrued at the date of
               termination. If the Executive is otherwise eligible for benefits
               under any long-term disability plan sponsored by the Company,
               then a termination solely pursuant to paragraph (3) above shall
               not affect the Executive's entitlement to such benefits. In the
               event that the Executive's



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Mr. Clyde R. Gilbert
April   , 1998
Page 5

               employment with the Company is terminated by the Company for any
               reason other than for Cause, death or disability (as defined in
               paragraph (3) above), the Company shall have no further liability
               or obligation under or in connection with this Agreement except
               to pay the Executive the "Severance Payment" (as defined below)
               in eighteen (18) equal monthly installments, the first such
               installment payable within 10 days after the date of termination
               and the remaining installments payable monthly thereafter. For
               purposes of this Agreement, "Severance Payment" shall mean an
               amount equal to 2.99 times the Executive's "base amount" within
               the meaning of Sections 280G(b)(3) and 280G(d) of the Internal
               Revenue Code of 1986, as amended (the "Code"), and any applicable
               temporary or final regulations promulgated thereunder, or its
               equivalent as provided in any successor statute or regulation. If
               Code Section 280G (and any successor provisions thereto) shall be
               repealed or otherwise be inapplicable, then the Severance Payment
               shall be equal to 2.99 times the Executive's then current Base
               Salary. Should any of the payments, singly, in any combination or
               in the aggregate, that are provided for hereunder to be paid to
               or for the benefit of the Executive be determined or alleged to
               be subject to an excise or similar purpose tax pursuant to
               Section 4999 of the Code, or any successor or other comparable
               federal, state or local tax law by reason of being a "parachute
               payment" (within the meaning of Section 280G of the Code), the
               Company shall pay to the Executive such additional compensation
               as is necessary (after taking into account all federal, state and
               local taxes payable by the Executive as a result of the receipt
               of such additional compensation) to place the Executive in the
               same after-tax position (including federal, state and local
               taxes) he would have been in had no such excise or similar
               purpose tax (or interest or penalties thereon) been paid or
               incurred. Without limiting the obligation of the Company
               hereunder, the Executive agrees to negotiate with the Company in
               good faith with respect to procedures reasonably requested by the
               Company which would afford the Company the ability to contest the
               imposition of such excise or similar purpose tax. The termination
               of the Executive's employment by the Company other than for Cause
               shall be effective as of the date specified in this Section 5.A.

          B.   Cause. "Cause" means (i) the Executive's final conviction of a
               felony crime that enriched the Executive at the expense of the
               Company; or (ii) the Executive's deliberate and intentional
               continuing failure to substantially perform his duties and



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Mr. Clyde R. Gilbert
April   , 1998
Page 6

               responsibilities hereunder (except by reason of the Executive's
               incapacity due to physical or mental illness or injury) for a
               period of forty-five (45) days after the "Required Board
               Majority" (as defined below) has delivered to the Executive a
               written demand for substantial performance hereunder which
               specifically identifies the bases for the Required Board
               Majority's determination that the Executive has not substantially
               performed his duties and responsibilities hereunder (such period
               being the "Grace Period"); provided, that for purposes of this
               clause (ii), the Company shall not have Cause to terminate the
               Executive's Employment unless (a) at a meeting of the Board
               called and held following the Grace Period in the city in which
               the Company's principal executive offices are located of which
               the Executive was given not less than ten (10) days' prior
               written notice and at which the Executive was afforded the
               opportunity to be represented by counsel, appear and be heard,
               the Required Board Majority shall adopt a written resolution
               which (1) sets forth the Required Board Majority's determination
               that the failure of the Employee to substantially perform his
               duties and responsibilities hereunder has (except by reason of
               his incapacity due to physical or mental illness or injury)
               continued past the Grace Period and (2) specifically identifies
               the bases for that determination and (b) the Company, at the
               written direction of the Required Board Majority, shall deliver
               to the Executive a notice of termination for Cause to which a
               copy of that resolution, certified as being true and correct by
               the secretary or any assistant secretary of the Company, is
               attached. No act or failure to act on the part of the Executive
               shall be considered "deliberate and intentional" unless it is
               taken or omitted to be taken by the Executive in bad faith or
               without a reasonable belief that the Executive's act or omission
               was in the best interests of the Company. "Required Board
               Majority" means at any time a majority of the members of the
               Board of Directors of the Company at that time which includes at
               least a majority of the outside directors at that time.
               Termination of the Executive's employment by the Company for
               Cause shall be effective on the date of the notice of termination
               for Cause is delivered to the Executive.

          C.   Termination by the Executive. In the event that the Executive
               terminates employment hereunder for "Good Reason" (as defined in
               Section 5.D), the Company shall have no further liability or
               obligation under or in connection with this Agreement, except to
               pay the Executive the Severance Payment in eighteen (18) equal



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Mr. Clyde R. Gilbert
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Page 7


               monthly installments, the first such installment payable within
               ten (10) days after the date of termination and the remaining
               installments payable monthly thereafter. The termination of the
               Executive's employment for "Good Reason" shall be effective as of
               the date specified in Section 5.D. In the event that the
               Executive voluntarily terminates employment hereunder for other
               than "Good Reason" (as defined in Section 5.D), the Company shall
               have no further liability or obligation under or in connection
               with this Agreement. Upon any termination or expiration of the
               Executive's employment hereunder, the Executive shall have no
               further liability or obligation under or in connection with this
               Agreement; provided, however, that the Executive shall continue
               to be subject to the provisions of Sections 6 and 7 hereof (it
               being understood and agreed that such provisions shall survive
               any termination or expiration of the Executive's employment
               hereunder). Upon any voluntary termination by the Executive, for
               any reason other than Good Reason, or expiration of Executive's
               employment hereunder, the Company shall have no further liability
               under or in connection with this Agreement, except to pay the
               portion of the Executive's Base Salary earned or accrued at the
               date of termination.

          D.   Good Reason. The Executive's employment hereunder shall be deemed
               to have been terminated for "Good Reason" if such termination of
               employment occurs within one year following either (i) a
               diminution in the compensation (without the consent of the
               Executive), or a material diminution of athe responsibilities of
               the Executive, (ii) Zapata Corporation (the "Parent") or any
               subsidiary of the Parent merging with or into or consolidating
               with another corporation and as a result thereof less than 50% of
               the outstanding voting securities of the Parent (or if the
               outstanding voting securities of the Parent are converted into or
               exchanged for voting securities of some other corporation, less
               than 50% of the outstanding voting securities of such other
               corporation ) are then owned in the aggregate by the stockholders
               of the Parent immediately prior to such merger or consolidation;
               (iii) the Executive being required to relocate more than 35 miles
               from 1514 Martens Drive, Hammond, Louisiana, without his consent,
               (iv) any "person," within the meaning of Section 13(d)(3) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               other than any employee or Subsidiary of the Parent, any employee
               benefit plan (or related trust) applicable to the Parent or any
               of its Subsidiaries or Malcolm I. Glazer or any corporation,
               person, partnership, trust or other entity



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Mr. Clyde R. Gilbert
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Page 8


               controlled, directly or indirectly, by him becoming the
               beneficial owner (within the meaning of Rule 13d-3 promulgated
               under the Exchange Act) of securities of the Company representing
               20% or more of the combined voting power of the Company's then
               outstanding voting securities; or (v) the Company failing to
               comply with any material provision of this Agreement. Termination
               of employment for Good Reason shall be deemed to be effective
               upon 10 days' written notice of termination from the Executive or
               the Company, as the case may be; provided, however, that no
               termination by the Executive based on a diminution in duties and
               responsibilities shall occur until the Executive has first
               notified the Company in writing as to the specific nature of the
               diminution in duties or responsibilities and afforded the Company
               15 days in which to modify such duties or responsibilities.

     6. Confidential Information.

          A.   Nondisclosure. The Executive hereby acknowledges that it will be
               necessary in connection with the performance of services
               hereunder to provide or make available to the Executive certain
               confidential and proprietary information, including, but not
               limited to, business and financial information, technological
               information, customer lists and financial information on
               customers, intellectual property, trade secrets and other
               information relating to the businesses, products, technology,
               services, customers, methods or tactics of the Company or its
               affiliates (any such confidential or proprietary information
               being hereinafter referred to as "Confidential Information"). The
               Executive further acknowledges that the Confidential Information
               includes certain protected trade secrets and agrees that any such
               trade secrets shall remain the property of the Company or its
               affiliates at all times during the term of this Agreement and
               following the expiration or termination hereof. The Executive
               shall not publish, disseminate, distribute, disclose, sell,
               assign, transfer, copy, remove from the Company's premises,
               commercially exploit, or otherwise make use of any Confidential
               Information to or for the use or benefit of the Executive or any
               other person, firm, corporation or entity, except as specifically
               authorized in writing by the Company or as required for the due
               and proper performance of his duties and obligations under this
               Agreement. In addition, the Executive shall employ all necessary
               safeguards and precautions in order to ensure that unauthorized
               access to the Confidential Information is not afforded to any
               person, firm, corporation or entity. Upon any



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Mr. Clyde R. Gilbert
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Page 9

               expiration or termination of this Agreement, or if the Company so
               requests at any time, the Executive shall promptly return to the
               Company all Confidential Information in the Executive's
               possession, whether in writing, on computer disks or other media,
               without retaining any copies, extracts or other reproductions
               thereof. Notwithstanding the foregoing, nothing contained in this
               paragraph A shall prevent the publishing, dissemination,
               distribution, disclosure, sale, assignment, transfer, copying,
               removal, commercial exploitation or other use by the Executive of
               any information which (i) is generally available to the public
               (other than through a breach on the part of the Executive of any
               of the terms or provisions hereof), (ii) is lawfully obtained by
               the Executive from a source other than the Company or its
               affiliates, directors, officers, employees, agents or other
               representatives (provided, however, that such source is not bound
               by a confidentiality agreement with the Company or any of its
               affiliates and is not otherwise under an obligation of secrecy or
               confidentiality to either of them), or (iii) is required to be
               disclosed by judicial or administrative process or, in the
               opinion of counsel, by the requirements of applicable law
               (provided, however, that the Executive complies fully with the
               provisions of paragraph B below).

          B.   Requests for Disclosure. If the Executive is requested (whether
               by oral questions, interrogatory, request for documents,
               subpoena, civil investigative demand or other legal process) to
               disclose any part of the Confidential Information, the Executive
               shall (i) give prompt written notice to his supervisor of the
               existence of, and the circumstances attendant to, such request,
               (ii) consult with his supervisor as to the advisability of taking
               legally available steps to resist or narrow any such request or
               otherwise to eliminate the need for such disclosure, and (iii) if
               disclosure is required, cooperate with his supervisor in
               obtaining a protective order or other reliable assurance in form
               and substance satisfactory to his supervisor that confidential
               treatment will be accorded to such portion of the Confidential
               Information as is required to be disclosed.

     7. Noncompetition. The Executive hereby expressly covenants and agrees,
which covenants and agreements are of the essence of this contract, that he will
not, directly or indirectly, for himself or on behalf of, or in conjunction
with, any other person, persons, company, partnership or corporation, during the
term of this agreement and for a period of two (2) years immediately following
his voluntary termination of employment hereunder for other than Good Reason or
his termination by the Company



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Mr. Clyde R. Gilbert
April   , 1998
Page 10


for Cause:

          i.   call upon any customer or customers of the Company solicited or
               contacted by the Executive or whose account was serviced by the
               Executive, pursuant to his employment hereunder, for the purpose
               of soliciting or selling marine protein products within the
               territory stated in Paragraph 7.iv;

          ii.  divulge to any person, persons, company, partnership or
               corporation the methods and systems used by the Company in
               producing, selling or marketing marine protein products;

          iii. induce or attempt to induce, directly or indirectly, any employee
               to quit the Company's employ or otherwise in any manner interfere
               with or disrupt the Company's relationship with other employees;
               or

          iv.  engage in the marine protein business as an officer, director,
               employee, partner, or consultant anywhere within the states of
               Texas, Louisiana, Mississippi, Alabama, Florida, Georgia, South
               Carolina, North Carolina, Virginia, or Maryland.

     8. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by final and binding
arbitration in Houston, Texas, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The arbitrator shall be
selected by mutual agreement of the parties, if possible. If the parties fail to
reach agreement upon appointment of an arbitrator within 30 days following
receipt by one party of the other party's notice of desire to arbitrate, the
arbitrator shall be selected from a panel or panels of persons submitted by the
AAA. The selection process shall be that which is set forth in the AAA
Commercial Arbitration Rules then prevailing, except that, if the parties fail
to select an arbitrator from one or more panels, AAA shall not have the power to
make an appointment but shall continue to submit additional panels until an
arbitrator has been selected. This agreement to arbitrate shall not preclude the
parties from engaging in voluntary, non-binding settlement efforts including
mediation.

     9. Notices. All notices and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by Federal Express overnight delivery, to the respective parties at the
following addresses (or at such other address as either party shall have
previously furnished to the other in accordance with the terms of this
Section 9):

     If to the Company:



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Mr. Clyde R. Gilbert
April   , 1998
Page 11


                  President and Chief Executive Officer
                  Omega Protein Corporation
                  1717 St. James Place
                  Suite 550
                  Houston, Texas  77056

     If to the Executive:

                  Mr. Clyde R. Gilbert
                  41122 Rue Chene
                  Ponchatoula, Louisiana 70454

     10. Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising any right, power or
privilege granted hereunder shall constitute a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.

     11. Entire Agreement. This constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements or understandings between the parties relating
thereto.

     12. Severability. In the event that any term or provision herein is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
(it being understood and agreed that, except as expressly provided herein,
nothing contained herein is intended to confer upon any other person or entity
any rights, benefits or remedies of any kind or character whatsoever). Neither
party may assign this Agreement without the prior written consent of the other
party; provided, however, that the Company may assign this Agreement to any of
its affiliates or to any successor.



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Mr. Clyde R. Gilbert
April   , 1998
Page 12


     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (except that no effect shall be
given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     15. Headings. The headings of the sections contained herein are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision hereof.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on the subject.


OMEGA PROTEIN CORPORATION


By:
   ----------------------------------------
   Joseph L. von Rosenberg III
   President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:


- -------------------------------------------
Clyde R. Gilbert





<PAGE>




<PAGE>



                                                                    EXHIBIT 10.5


                                 April __, 1998

Mr. Eric T. Furey
2708 Aspen Lane
Pearland, Texas 77584

Dear Mr. Furey:

     Omega Protein Corporation (the "Company") has determined that it is in the
best interests of the Company and its shareholders to assure that the Company
will have your continued dedication, and to provide you (the "Executive") with
compensation and benefits arrangements which are competitive with those of other
corporations and which ensure that your compensation and benefits expectations
will be satisfied. Therefore, in order to accomplish these objectives, the
Company does hereby enter into this agreement (this "Agreement"), which shall
supersede any other employment agreements between you and the Company.

     In order to induce you to remain in the employ of the Company, it is agreed
as follows:

     1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions set forth
herein.

     2. Term. Subject to the terms and conditions set forth herein, the
Executive shall be employed for a continually renewing term of three (3) years
commencing on the date hereof and renewing each day thereafter for an additional
day without any further action by either the Company or the Executive, it being
the intention of the parties that there shall be continuously a remaining term
of three (3) years' duration of the Executive's Employment until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 5.

     3. Duties and Responsibilities.

          A.   Capacity. The Executive shall serve in the capacity of Senior
               Vice President, General Counsel and Corporate Secretary of the
               Company and its successors or in a substantially similar capacity
               with a subsidiary, affiliate, or joint venture of the Company.
               The Executive's duties under this Agreement shall consist of such
               general management activities as are consistent with the
               responsibilities of



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               said office and such other activities as may hereafter be
               assigned to him by the Chief Executive Officer of the Company or
               his designee (the "Supervisor"). All such duties shall be
               performed in accordance with any written or oral direction from
               time to time furnished to the Executive by the Supervisor, and
               the Executive shall report to Supervisor or to such officer of
               the Supervisor or the Company as is designated by the Supervisor.

          B.   Full-Time Duties. The Executive shall devote his full business
               time, attention and energies to the business of the Company and
               shall not be engaged in any other business activity, whether or
               not pursued for gain, profit or other pecuniary advantage, which
               would impair his ability to fulfill his duties to the Company
               under this Agreement, without the prior written consent of the
               Company. The Executive shall be allowed, to the extent such
               activities do not substantially interfere with the performance by
               the Executive of his duties and responsibilities hereunder, to
               (a) manage the Executive's personal affairs, and (b) (i) serve on
               boards or committees of civic or charitable organizations or
               trade associations, and (ii) serve on the board of directors of
               any corporation; provided, however, that the Executive shall
               advise the Company in writing of any such corporate directorship
               under clause (b)(ii) and, if requested by the Company, the
               Executive shall first demonstrate, to the reasonable satisfaction
               of the Company, that any such directorship does not detract from
               the Executive's performance of his duties and responsibilities
               under this Agreement. Nothing contained in this paragraph B shall
               prevent the Executive from passively investing his assets in such
               a form or manner as will not conflict with the terms of this
               Agreement and will not require services on the part of the
               Executive in the operation of the business of the companies or
               other enterprises in which such investments are made.

          C.   Standard of Performance. The Executive will perform his duties
               under this Agreement with fidelity and loyalty, to the best of
               his ability, experience and talent and in a manner consistent
               with his fiduciary responsibilities.

          D.   Location. The Executive's primary place of employment shall be
               1717 St. James Place, Suite 550, Houston, Texas 77056 and the
               Executive shall not be required to relocate more than 35 miles
               from 1717 St. James Place, Suite 550, Houston, Texas 77056
               without his consent.



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Eric T. Furey, Esq
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Page 3


     4. Compensation.

          A.   Base Salary. The Company shall pay the Executive a salary (the
               "Base Salary") of $120,000 per annum, prorated for partial years
               of employment. The Base Salary shall be payable in accordance
               with the general payroll practices of the Company in effect from
               time to time. The Company shall review the Base Salary then being
               paid to the Executive at such times as the Company regularly
               reviews the compensation paid to employees generally (but no less
               frequently than once each fiscal year). Upon completion of such
               review, the Company in its sole discretion may increase, decrease
               or maintain the Executive's then current Base Salary, provided,
               however, that the Company may decrease the Executive's then
               current Base Salary only with the prior written consent of the
               Executive.

          B.   Benefits.

               (1)  Generally. The Executive shall be entitled to participate,
                    in accordance with the Company's regular practices with
                    respect to its similarly situated executives, in the
                    Company's pension, profit-sharing, bonus, disability,
                    accident, medical, life insurance, hospitalization plans and
                    any other employee benefit program maintained by the Company
                    for its similarly situated executives. The Company will have
                    the right to amend or terminate any such benefit plans it
                    may choose to establish.

               (2)  Reimbursements. The Executive shall be entitled to
                    reimbursement from the Company for reasonable out-of-pocket
                    expenses incurred by him in the course of the performance of
                    his duties hereunder, upon the submission of appropriate
                    documentation.

               (3)  Vacations and Other Absences. The Executive shall be
                    entitled to such vacation, holidays and, subject to the
                    provisions of Section 5, other paid or unpaid leaves of
                    absence as are consistent with the Company's normal policies
                    or as are otherwise approved by the Company.

          C.   Payments. All payments to the Executive provided for under this
               Agreement shall be paid in cash from the general funds of the
               Company, and no special or separate funds shall be established
               and no other segregation of assets shall be made to assure
               payment. The



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Eric T. Furey, Esq
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Page 4


               Executive shall have no right, title or interest whatsoever in or
               to any investments which the Company may make to aid it in
               meeting its obligations hereunder. Nothing contained in this
               Agreement, and no action taken pursuant to the provisions hereof,
               shall create, or be construed to create, a trust of any kind or
               any fiduciary responsibility of the Company to the Executive or
               any other person. To the extent that any person acquires a right
               to receive payments from the Company hereunder, such right shall
               be no greater than the right of an unsecured creditor of the
               Company.

     5. Termination.

          A.   Termination by the Company. At the Company's election, this
               Agreement may be terminated by the Company in any of the
               following circumstances:

               (1)  If the Company shall have "Cause" (as hereinafter defined);

               (2)  If the Executive shall die; or

               (3)  If the Executive shall be unable, with reasonable
                    accommodation, to perform his duties hereunder owing to
                    illness or incapacity for a total of 120 days during any
                    360-day period;

               The termination of the Executive's employment pursuant to this
               Section 5.A. shall be effective (i) in the case of a termination
               pursuant to paragraph (1) above, as of the date specified in
               Section 5.B., (ii) in the case of a termination pursuant to
               paragraph (2) above, at death, or (iii) in the case of a
               termination pursuant to paragraph (3) above, upon the expiration
               of 30 days' written notice from the Company to the Executive.
               Upon any termination of the Executive's employment pursuant to
               paragraph (1), (2) or (3) above, the Company shall have no
               further liability or obligation under or in connection with this
               Agreement, except to pay the portion of the Executive's Base
               Salary and other benefits earned or accrued at the date of
               termination. If the Executive is otherwise eligible for benefits
               under any long-term disability plan sponsored by the Company,
               then a termination solely pursuant to paragraph (3) above shall
               not affect the Executive's entitlement to such benefits. In the
               event that the Executive's employment with the Company is
               terminated by the Company for any reason other than for Cause,
               death or disability (as defined in



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Page 5


               paragraph (3) above), the Company shall have no further liability
               or obligation under or in connection with this Agreement except
               to pay the Executive the "Severance Payment" (as defined below)
               in eighteen (18) equal monthly installments, the first such
               installment payable within 10 days after the date of termination
               and the remaining installments payable monthly thereafter. For
               purposes of this Agreement, "Severance Payment" shall mean an
               amount equal to 2.99 times the Executive's "base amount" within
               the meaning of Sections 280G(b)(3) and 280G(d) of the Internal
               Revenue Code of 1986, as amended (the "Code"), and any applicable
               temporary or final regulations promulgated thereunder, or its
               equivalent as provided in any successor statute or regulation. If
               Code Section 280G (and any successor provisions thereto) shall be
               repealed or otherwise be inapplicable, then the Severance Payment
               shall be equal to 2.99 times the Executive's then current Base
               Salary. Should any of the payments, singly, in any combination or
               in the aggregate, that are provided for hereunder to be paid to
               or for the benefit of the Executive be determined or alleged to
               be subject to an excise or similar purpose tax pursuant to
               Section 4999 of the Code, or any successor or other comparable
               federal, state or local tax law by reason of being a "parachute
               payment" (within the meaning of Section 280G of the Code), the
               Company shall pay to the Executive such additional compensation
               as is necessary (after taking into account all federal, state and
               local taxes payable by the Executive as a result of the receipt
               of such additional compensation) to place the Executive in the
               same after-tax position (including federal, state and local
               taxes) he would have been in had no such excise or similar
               purpose tax (or interest or penalties thereon) been paid or
               incurred. Without limiting the obligation of the Company
               hereunder, the Executive agrees to negotiate with the Company in
               good faith with respect to procedures reasonably requested by the
               Company which would afford the Company the ability to contest the
               imposition of such excise or similar purpose tax. The termination
               of the Executive's employment by the Company other than for Cause
               shall be effective as of the date specified in this Section 5.A.

          B.   Cause. "Cause" means (i) the Executive's final conviction of a
               felony crime that enriched the Executive at the expense of the
               Company; or (ii) the Executive's deliberate and intentional
               continuing failure to substantially perform his duties and
               responsibilities hereunder (except by reason of the Executive's
               incapacity due to physical or mental illness or injury) for a
               period of forty-five (45) days after the "Required Board
               Majority" (as defined



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Eric T. Furey, Esq
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Page 6


               below) has delivered to the Executive a written demand for
               substantial performance hereunder which specifically identifies
               the bases for the Required Board Majority's determination that
               the Executive has not substantially performed his duties and
               responsibilities hereunder (such period being the "Grace
               Period"); provided, that for purposes of this clause (ii), the
               Company shall not have Cause to terminate the Executive's
               Employment unless (a) at a meeting of the Board called and held
               following the Grace Period in the city in which the Company's
               principal executive offices are located of which the Executive
               was given not less than ten (10) days' prior written notice and
               at which the Executive was afforded the opportunity to be
               represented by counsel, appear and be heard, the Required Board
               Majority shall adopt a written resolution which (1) sets forth
               the Required Board Majority's determination that the failure of
               the Employee to substantially perform his duties and
               responsibilities hereunder has (except by reason of his
               incapacity due to physical or mental illness or injury) continued
               past the Grace Period and (2) specifically identifies the bases
               for that determination and (b) the Company, at the written
               direction of the Required Board Majority, shall deliver to the
               Executive a notice of termination for Cause to which a copy of
               that resolution, certified as being true and correct by the
               secretary or any assistant secretary of the Company, is attached.
               No act or failure to act on the part of the Executive shall be
               considered "deliberate and intentional" unless it is taken or
               omitted to be taken by the Executive in bad faith or without a
               reasonable belief that the Executive's act or omission was in the
               best interests of the Company. "Required Board Majority" means at
               any time a majority of the members of the Board of Directors of
               the Company at that time which includes at least a majority of
               the outside directors at that time. Termination of the
               Executive's employment by the Company for Cause shall be
               effective on the date of the notice of termination for Cause is
               delivered to the Executive.

          C.   Termination by the Executive. In the event that the Executive
               terminates employment hereunder for "Good Reason" (as defined in
               Section 5.D), the Company shall have no further liability or
               obligation under or in connection with this Agreement, except to
               pay the Executive the Severance Payment in eighteen (18) equal
               monthly installments, the first such installment payable within
               ten (10) days after the date of termination and the remaining
               installments payable monthly thereafter. The termination of the
               Executive's employment for "Good Reason" shall be effective as of



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Eric T. Furey, Esq
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Page 7


               the date specified in Section 5.D. In the event that the
               Executive voluntarily terminates employment hereunder for other
               than "Good Reason" (as defined in Section 5.D), the Company shall
               have no further liability or obligation under or in connection
               with this Agreement. Upon any termination or expiration of the
               Executive's employment hereunder, the Executive shall have no
               further liability or obligation under or in connection with this
               Agreement; provided, however, that the Executive shall continue
               to be subject to the provisions of Sections 6 and 7 hereof (it
               being understood and agreed that such provisions shall survive
               any termination or expiration of the Executive's employment
               hereunder). Upon any voluntary termination by the Executive, for
               any reason other than Good Reason, or expiration of Executive's
               employment hereunder, the Company shall have no further liability
               under or in connection with this Agreement, except to pay the
               portion of the Executive's Base Salary earned or accrued at the
               date of termination.

          D.   Good Reason. The Executive's employment hereunder shall be deemed
               to have been terminated for "Good Reason" if such termination of
               employment occurs within one year following either (i) a
               diminution in the compensation (without the consent of the
               Executive), or a material diminution of the responsibilities of
               the Executive, (ii) Zapata Corporation (the "Parent") or any
               subsidiary of the Parent merging with or into or consolidating
               with another corporation and as a result thereof less than 50% of
               the outstanding voting securities of the Parent (or if the
               outstanding voting securities of the Parent are converted into or
               exchanged for voting securities of some other corporation, less
               than 50% of the outstanding voting securities of such other
               corporation ) are then owned in the aggregate by the stockholders
               of the Parent immediately prior to such merger or consolidation;
               (iii) the Executive being required to relocate more than 35 miles
               from 1717 St. James Place, Suite 550, Houston, Texas 77056,
               without his consent, (iv) any "person," within the meaning of
               Section 13(d)(3) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), other than any employee or
               Subsidiary of the Parent, any employee benefit plan (or related
               trust) applicable to the Parent or any of its Subsidiaries or
               Malcolm I. Glazer or any corporation, person, partnership, trust
               or other entity controlled, directly or indirectly, by him
               becoming the beneficial owner (within the meaning of Rule 13d-3
               promulgated under the Exchange Act) of securities of the Company
               representing 20% or more of the combined voting power of the
               Company's then outstanding voting securities; or (v) the Company
               failing to comply



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Eric T. Furey, Esq
April __, 1998
Page 8


               with any material provision of this Agreement. Termination of
               employment for Good Reason shall be deemed to be effective upon
               10 days' written notice of termination from the Executive or the
               Company, as the case may be; provided, however, that no
               termination by the Executive based on a diminution in duties and
               responsibilities shall occur until the Executive has first
               notified the Company in writing as to the specific nature of the
               diminution in duties or responsibilities and afforded the Company
               15 days in which to modify such duties or responsibilities.

     6. Confidential Information.

          A.   Nondisclosure. The Executive hereby acknowledges that it will be
               necessary in connection with the performance of services
               hereunder to provide or make available to the Executive certain
               confidential and proprietary information, including, but not
               limited to, business and financial information, technological
               information, customer lists and financial information on
               customers, intellectual property, trade secrets and other
               information relating to the businesses, products, technology,
               services, customers, methods or tactics of the Company or its
               affiliates (any such confidential or proprietary information
               being hereinafter referred to as "Confidential Information"). The
               Executive further acknowledges that the Confidential Information
               includes certain protected trade secrets and agrees that any such
               trade secrets shall remain the property of the Company or its
               affiliates at all times during the term of this Agreement and
               following the expiration or termination hereof. The Executive
               shall not publish, disseminate, distribute, disclose, sell,
               assign, transfer, copy, remove from the Company's premises,
               commercially exploit, or otherwise make use of any Confidential
               Information to or for the use or benefit of the Executive or any
               other person, firm, corporation or entity, except as specifically
               authorized in writing by the Company or as required for the due
               and proper performance of his duties and obligations under this
               Agreement. In addition, the Executive shall employ all necessary
               safeguards and precautions in order to ensure that unauthorized
               access to the Confidential Information is not afforded to any
               person, firm, corporation or entity. Upon any expiration or
               termination of this Agreement, or if the Company so requests at
               any time, the Executive shall promptly return to the Company all
               Confidential Information in the Executive's possession, whether
               in writing, on computer disks or other media, without retaining
               any copies, extracts or other reproductions thereof.
               Notwithstanding the foregoing, nothing contained in this
               paragraph



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Eric T. Furey, Esq
April __, 1998
Page 9


               A shall prevent the publishing, dissemination, distribution,
               disclosure, sale, assignment, transfer, copying, removal,
               commercial exploitation or other use by the Executive of any
               information which (i) is generally available to the public (other
               than through a breach on the part of the Executive of any of the
               terms or provisions hereof), (ii) is lawfully obtained by the
               Executive from a source other than the Company or its affiliates,
               directors, officers, employees, agents or other representatives
               (provided, however, that such source is not bound by a
               confidentiality agreement with the Company or any of its
               affiliates and is not otherwise under an obligation of secrecy or
               confidentiality to either of them), or (iii) is required to be
               disclosed by judicial or administrative process or, in the
               opinion of counsel, by the requirements of applicable law
               (provided, however, that the Executive complies fully with the
               provisions of paragraph B below).

          B.   Requests for Disclosure. If the Executive is requested (whether
               by oral questions, interrogatory, request for documents,
               subpoena, civil investigative demand or other legal process) to
               disclose any part of the Confidential Information, the Executive
               shall (i) give prompt written notice to his supervisor of the
               existence of, and the circumstances attendant to, such request,
               (ii) consult with his supervisor as to the advisability of taking
               legally available steps to resist or narrow any such request or
               otherwise to eliminate the need for such disclosure, and (iii) if
               disclosure is required, cooperate with his supervisor in
               obtaining a protective order or other reliable assurance in form
               and substance satisfactory to his supervisor that confidential
               treatment will be accorded to such portion of the Confidential
               Information as is required to be disclosed.

     7. Noncompetition. The Executive hereby expressly covenants and agrees,
which covenants and agreements are of the essence of this contract, that he will
not, directly or indirectly, for himself or on behalf of, or in conjunction
with, any other person, persons, company, partnership or corporation, during the
term of this agreement and for a period of two (2) years immediately following
his voluntary termination of employment hereunder for other than Good Reason or
his termination by the Company for Cause:

          i.   call upon any customer or customers of the Company solicited or
               contacted by the Executive or whose account was serviced by the
               Executive, pursuant to his employment hereunder, for the purpose
               of soliciting or selling marine protein products within the
               territory stated in Paragraph 7.iv;



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Eric T. Furey, Esq
April __, 1998
Page 10


          ii.  divulge to any person, persons, company, partnership or
               corporation the methods and systems used by the Company in
               producing, selling or marketing marine protein products;

          iii. induce or attempt to induce, directly or indirectly, any employee
               to quit the Company's employ or otherwise in any manner interfere
               with or disrupt the Company's relationship with other employees;
               or

          iv.  engage in the marine protein business as an officer, director,
               employee, partner, or consultant anywhere within the states of
               Texas, Louisiana, Mississippi, Alabama, Florida, Georgia, South
               Carolina, North Carolina, Virginia, or Maryland.

     8. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by final and binding
arbitration in Houston, Texas, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The arbitrator shall be
selected by mutual agreement of the parties, if possible. If the parties fail to
reach agreement upon appointment of an arbitrator within 30 days following
receipt by one party of the other party's notice of desire to arbitrate, the
arbitrator shall be selected from a panel or panels of persons submitted by the
AAA. The selection process shall be that which is set forth in the AAA
Commercial Arbitration Rules then prevailing, except that, if the parties fail
to select an arbitrator from one or more panels, AAA shall not have the power to
make an appointment but shall continue to submit additional panels until an
arbitrator has been selected. This agreement to arbitrate shall not preclude the
parties from engaging in voluntary, non-binding settlement efforts including
mediation.

     9. Notices. All notices and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by Federal Express overnight delivery, to the respective parties at the
following addresses (or at such other address as either party shall have
previously furnished to the other in accordance with the terms of this
Section 9):



<PAGE>

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Eric T. Furey, Esq
April __, 1998
Page 11


     If to the Company:

                  President and Chief Executive Officer
                  Omega Protein Corporation
                  1717 St. James Place
                  Suite 550
                  Houston, Texas  77056

     If to the Executive:

                  Mr. Eric T. Furey
                  2708 Aspen Lane
                  Pearland, Texas 77584

     10. Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising any right, power or
privilege granted hereunder shall constitute a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.

     11. Entire Agreement. This constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements or understandings between the parties relating
thereto.

     12. Severability. In the event that any term or provision herein is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.

     13. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
(it being understood and agreed that, except as expressly provided herein,
nothing contained herein is intended to confer upon any other person or entity
any rights, benefits or remedies of any kind or character whatsoever). Neither
party may assign this Agreement without the prior written consent of the other
party; provided, however, that the Company may assign this Agreement to any of
its affiliates or to any successor.



<PAGE>

<PAGE>


Eric T. Furey, Esq
April __, 1998
Page 12


     14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (except that no effect shall be
given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     15. Headings. The headings of the sections contained herein are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision hereof.

     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on the subject.


OMEGA PROTEIN CORPORATION


By:
   ----------------------------------------
   Joseph L. von Rosenberg III
   President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:


- -------------------------------------------
Eric T. Furey




<PAGE>





<PAGE>




                                                                    EXHIBIT 10.6

                              SEPARATION AGREEMENT

     This SEPARATION AGREEMENT ("Separation Agreement") is entered into as of
April __, 1998, by and between ZAPATA CORPORATION, a Delaware corporation
("Zapata") and OMEGA PROTEIN CORPORATION, a Nevada corporation ("Protein").

                                R E C I T A L S:

     A. Zapata, a public company whose common shares are traded on the New York
Stock Exchange, owns 19,676,000 shares of Protein's common stock, par value $.01
per share (the "Common Stock"), constituting all of the issued and outstanding
Common Stock.

     B. Zapata's Board of Directors (the "Zapata Board") has determined, subject
to its further consideration and the satisfaction of certain conditions, to
reduce its ownership of Protein to approximately 66.2% of the outstanding Common
Stock (prior to the exercise of the over-allotment options referred to below) by
means of an initial public offering by Protein of 4,000,000 shares of Common
Stock and the sale by Zapata of 4,000,000 shares of Common Stock (the "IPO")
(together with an additional 1,200,000 shares of Common Stock which shall be
subject to over-allotment options granted on an equal basis by Protein and
Zapata, respectively, to the IPO underwriters) as described in the registration
statement on Form S-1 (Registration No. 333-44967) filed by Protein with the
Securities and Exchange Commission (the "SEC") on or about January 27, 1998 (as
amended from time to time, including information deemed to be a part of such
registration statement at the time it becomes effective pursuant to SEC Rule
430A, the "Registration Statement").

     C. The parties hereto have determined that it is necessary and desirable to
set forth certain agreements and undertakings between Zapata and Protein that
will govern certain matters following the IPO.

                                    ARTICLE 1
                                   DEFINITIONS

     1.1 GENERAL. As used in this Separation Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

     "Affiliate" means a Protein Affiliate or a Zapata Affiliate, as the
case may be.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions located in the State of Texas are authorized or
obligated by law or executive order to close.




<PAGE>
 
<PAGE>




     "Closing Date" means the date on which the 8,000,000 shares of Common Stock
offered in the IPO are paid for by and delivered to the IPO underwriters.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.

     "Foreign Citizen" means any Person other than: (i) any individual who is a
citizen of the U.S. by birth, naturalization, or as otherwise authorized by law;
and (ii) any corporation, partnership, association, limited liability company,
joint venture (if not an association, corporation, partnership or limited
liability company) or other business organization which is a citizen of the
United States as determined by Protein's Board of Directors consistent with the
definition of U.S. Citizen used for purpose of determining the Company's
eligibilty for documentation for a fishery endorsement under the Shipping Act,
1916, as amended, or any successor statute and the rules and regulations
pertaining thereto as interpreted by the Maritime Administration, the Cost Guard
or any other agencies of the United States government charged with the
administration of the Shipping Act, 1916, as amended, or any court of law. The
foregoing definition is applicable at all tiers of ownership and in both form
and substance at each tier of ownership.

     "Group" means the Zapata Group or the Protein Group.

     "Indemnifiable Losses" means all losses, liabilities, damages, claims,
demands, judgments or settlements of any nature or kind, known or unknown,
fixed, accrued, absolute or contingent, liquidated or unliquidated, including,
without limitation, all reasonable costs and expenses (including, without
limitation, attorneys' fees, and defense and accounting costs) as such costs are
incurred relating thereto, incurred or suffered by an Indemnitee.

     "Indemnifying Party" means a Person who or which is obligated under this
Separation Agreement to provide indemnification.

     "Indemnitee" means a Person who or which is entitled to indemnification
under this Separation Agreement.

     "Indemnity Payment" means an amount that an Indemnifying Party is required
to pay to an Indemnitee pursuant to Article 3.

     "Insurance Proceeds" means those monies received by an insured from an
insurance carrier or paid by an insurance carrier on behalf of the insured, in
either case, to the extent mutually agreed upon by Protein and Zapata acting
reasonably, net of any applicable premium adjustment.

     "Offering Documents" means collectively: (a) the Registration Statement,
including the Prospectus contained therein, (b) any Prospectus subject to
completion or any Prospectus filed with the SEC under Rule 424 under the
Securities Act or any Term Sheet

                                       2



<PAGE>
 
<PAGE>





first filed pursuant to Rule 424(b)(7) under the Securities Act together with
the preliminary Prospectus identified therein which such Term Sheet supplements,
used, in each case, in connection with the offering of the Common Stock under
the Registration Statement, (c) any other filing made with the SEC by a member
of the Protein Group in connection with the IPO or (d) any amendment or
supplement to any of the documents described in clauses (a) through (c) of this
definition.

     "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.

     "Protein Affiliate" means a Person that directly, or indirectly through one
or more intermediaries, Controls or is Controlled by Protein, provided, however,
that for purposes of this Separation Agreement none of the following Persons
shall be considered Protein Affiliates: (i) Zapata or any Subsidiary of Zapata
and (ii) any corporation less than fifty-one percent (51%) of whose voting stock
is directly or indirectly owned by Protein and (iii) any partnership or joint
venture less than fifty-one percent (51%) of whose interests in profits and
losses is directly or indirectly owned by Protein.

     "Protein Group" means, collectively, Protein and the Protein Affiliates, or
any one or more of such companies.

     "Registration Rights Agreement" means the Registration Rights Agreement in
the form of Exhibit A annexed hereto to be entered into by Zapata and Protein.

     "Representative" means with respect to any Person, any of such Person's
directors, officers, employees, agents, consultants, advisors, accountants and
attorneys.

     "Securities Act" means the Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.

     "Services Agreement" means the Administrative Services Agreement in the
form of Exhibit B annexed hereto to be entered into by Zapata and Protein.

     "Sublease Agreement" means the Sublease Agreement in the form of Exhibit C
annexed hereto to be entered into by Zapata and Protein.

     "Subsidiary" means, with respect to any specified Person, any corporation
or other legal entity of which such Person or any of its subsidiaries Controls
or owns, directly or indirectly, more than fifty percent (50%) of the stock or
other equity interest entitled to vote on the election of members to the board
of directors or similar governing body; provided, however, that for purposes of
this Separation Agreement, neither Protein nor any Subsidiary of Protein shall
be deemed to be a Subsidiary of Zapata or of any Subsidiary of Zapata.

     "Tax" means as defined in the Tax Indemnification Agreement.

                                       3



<PAGE>
 
<PAGE>



     "Tax Indemnity Agreement" means the Tax Indemnification Agreement in the
form of Exhibit C annexed hereto to be entered into by Zapata and Protein.

     "Third-Party Claim" means any claim, suit, arbitration, inquiry, proceeding
or investigation by or before any court, any governmental or other regulatory or
administrative agency or commission or any arbitration tribunal asserted by a
Person who is not a member of the Zapata Group or the Protein Group.

     "Underwriting Agreement" means the Underwriting Agreement to be entered
into on the Closing Date by Protein and Zapata with Prudential Securities
Incorporated and Deutsche Morgan Grenfell Inc., as representatives of the
several underwriters therein, pursuant to which Protein and Zapata shall sell on
an equal basis to such underwriters up to 8,600,000 shares.

     "Zapata Affiliate" means a Person that directly, or indirectly through one
or more intermediaries, Controls or is Controlled by Zapata; provided, however,
that for purposes of this Separation Agreement none of the following Persons
shall be considered Zapata Affiliates: (i) Protein and any Subsidiary of
Protein, (ii) any corporation less than fifty-one percent (51%) of whose voting
stock is directly or indirectly owned by Zapata and (iii) any partnership or
joint venture less than fifty-one percent (51%) of whose interests in profits
and losses is directly or indirectly owned by Zapata.

     "Zapata Group" means, collectively, Zapata and the Zapata Affiliates, or
any one or more of such companies.

                                    ARTICLE 2
                 CERTAIN TRANSACTIONS IN CONNECTION WITH THE IPO

     2.1 EXECUTION AND DELIVERY OF CERTAIN AGREEMENTS. Contemporaneously with
the closing of the IPO, Protein and Zapata shall execute and deliver to one
another the Tax Indemnification Agreement, the Registration Rights Agreement,
the Services Agreement and the Sublease Agreement (collectively, the "Other
Agreements").

     2.2 PAYMENT OF INTERCOMPANY INDEBTEDNESS. Promptly following the Closing
Date, Protein shall repay to Zapata $33,300,000 of the principal amount of the
indebtedness owed by Protein to Zapata.

     2.3 IPO EXPENSES. Protein and Zapata shall be responsible for and shall pay
on a pro rata basis according to the number of shares of Common Stock issued or
sold by them, respectively, in the IPO the direct expenses incurred by Protein
to effect the IPO (including the fees of counsel and accountants), all of the
fees and reimbursable expenses of the underwriters relating to the IPO (except
for the underwriters' discount and commissions and selling concessions with
respect to Common Stock sold to the IPO underwriters - the "Selling Expenses"),
as well as all of the costs of producing, printing, mailing and otherwise
distributing the Prospectus. Zapata shall be responsible for all of its Selling
Expenses as well as all of the fees and disbursements of counsel it has retained
to represent it in connection with the IPO. Protein shall be responsible for all
of its Selling Expenses.

                                       4



<PAGE>
 
<PAGE>





                                    ARTICLE 3
                    SURVIVAL, ASSUMPTION AND INDEMNIFICATION

     3.1 ASSUMPTION AND INDEMNIFICATION.

     (a) Subject to Section 3.1(c), from and after the Closing Date, Zapata
shall indemnify, defend and hold harmless each member of the Protein Group, each
of their Representatives and each of the heirs, executors, successors and
assigns of any of the foregoing from and against all Indemnifiable Losses of any
such member or Representative relating to, arising out of or due to any untrue
statement or alleged untrue statement of a material fact contained in any
Offering Document or the omission or alleged omission to state in any of the
Offering Documents a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only insofar as any such
statement or omission was made with respect to (A) a matter of historical fact
relating to a member of the Zapata Group or (B) the present or future intentions
of Zapata or any member of the Zapata Group, in reliance upon and in conformity
with information furnished by Zapata in writing specifically for use in
connection with the preparation of the Offering Documents and designated in such
writing as having been so furnished.

     (b) Subject to Section 3.1(c), from and after the Closing Date, Protein
shall indemnify, defend and hold harmless each member of the Zapata Group, each
of their Representatives and each of the heirs, executors, successors and
assigns of any of the foregoing from and against all Indemnifiable Losses of any
such member or Representative relating to, arising out of or due to any untrue
statement or alleged untrue statement of a material fact contained in any
Offering Document or the omission or alleged omission to state in any of the
Offering Documents a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided that Protein will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made with respect to (i) a
matter of historical fact relating to a member of the Zapata Group or (ii) the
present or future intentions of Zapata or any member of the Zapata Group, in
reliance upon and in conformity with information furnished by Zapata in writing
specifically for use in connection with the preparation of the Offering
Documents and designated in such writing as having been so furnished.

     (c) If an Indemnitee realizes a Tax benefit or detriment by reason of
having incurred an Indemnifiable Loss for which such Indemnitee receives an
Indemnity Payment from an Indemnifying Party or by reason of receiving an
Indemnity Payment, then such Indemnitee shall pay to such Indemnifying Party an
amount equal to the Tax benefit, or such Indemnifying Party shall pay to such
Indemnitee an additional amount equal to the Tax detriment (taking into account
any Tax detriment resulting from the receipt of such additional amounts), as the
case may be. If, in the opinion of counsel to an Indemnifying Party reasonably
satisfactory in form and substance to the affected Indemnitee, there is a
substantial likelihood that the Indemnitee will be entitled to a Tax benefit by
reason of an Indemnifiable Loss, the Indemnifying Party promptly shall notify
the Indemnitee and the Indemnitee promptly shall take any steps (including the
filing of such returns, amended returns or claims for refunds consistent with
the claiming of such Tax benefit) that, in the

                                       5



<PAGE>
 
<PAGE>




reasonable judgment of the Indemnifying Party, are necessary and appropriate to
obtain any such Tax benefit. If, in the opinion of counsel to an Indemnitee
reasonably satisfactory in form and substance to the affected Indemnifying
Party, there is a substantial likelihood that the Indemnitee will be subjected
to a Tax detriment by reason of an Indemnification Payment, the Indemnitee
promptly shall notify the Indemnifying Party and the Indemnitee promptly shall
take any steps (including the filing of such returns or amended returns or the
payment of Tax underpayments consistent with the settlement of any liability for
Taxes arising from such Tax detriment) that, in the reasonable judgment of the
Indemnitee, are necessary and appropriate to settle any liabilities for Taxes
arising from such Tax detriment. If, following a payment by an Indemnitee or an
Indemnifying Party pursuant to this Section 3.1(c) in respect of a Tax benefit
or detriment, there is an adjustment to the amount of such Tax benefit or
detriment, then each of Zapata and Protein shall make appropriate payments to
the other, including the payment of interest thereon at the federal statutory
rate then in effect, to reflect such adjustment. This Section 3.1(c) shall
govern the matters discussed in this Section and shall control over any
conflicting language in the Tax Indemnification Agreement.

     (d) The amount which an Indemnifying Party is required to pay to any
Indemnitee pursuant to this Section 3.1 shall be reduced (including
retroactively) by any Insurance Proceeds and other amounts actually recovered by
such Indemnitee in reduction of the related Indemnifiable Loss. Zapata and
Protein shall use their respective best efforts to collect any Insurance
Proceeds or other amounts to which they or any of their Subsidiaries are
entitled, without regard to whether they are the Indemnifying Party hereunder.
If an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable
Loss and subsequently receives Insurance Proceeds or other amounts in respect of
such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying
Party an amount equal to the difference between (i) the sum of the amount of
such Indemnity Payment and the amount of such Insurance Proceeds or other
amounts actually received and (ii) the amount of such Indemnifiable Loss,
adjusted (at such time as appropriate adjustment can be determined) in each case
to reflect any premium adjustment attributable to such claim.

     3.2 PROCEDURE FOR INDEMNIFICATION.

     (a) If any Indemnitee receives notice of the assertion of any Third-Party
Claim with respect to which an Indemnifying Party is obligated under this
Separation Agreement to provide indemnification, such Indemnitee shall give such
Indemnifying Party notice thereof promptly after becoming aware of such
Third-Party Claim; provided, however, that the failure of any Indemnitee to give
notice as provided in this Section 3.2 shall not relieve any Indemnifying Party
of its obligations under this Article 3, except to the extent that such
Indemnifying Party is actually prejudiced by such failure to give notice. Such
notice shall describe such Third-Party Claim in reasonable detail.

     (b) An Indemnifying Party, at such Indemnifying Party's own expense and
through counsel chosen by such Indemnifying Party (which counsel shall be
reasonably satisfactory to the Indemnitee), may elect to defend any Third-Party
Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then,
within ten (10) Business Days after receiving notice of such Third-Party Claim
(or sooner, if the nature of such Third-Party

                                       6



<PAGE>
 
<PAGE>




Claim so requires), such Indemnifying Party shall notify the Indemnitee of its
intent to do so, and such Indemnitee shall cooperate in the defense of such
Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of
its election to assume the defense of a Third-Party Claim, such Indemnifying
Party shall not be liable to such Indemnitee under this Article 3 for any legal
or other expenses subsequently incurred by such Indemnitee in connection with
the defense thereof; provided, however, that such Indemnitee shall have the
right to employ one law firm as counsel to represent such Indemnitee (which firm
shall be reasonably acceptable to the Indemnifying Party) if, in such
Indemnitee's reasonable judgment, either a conflict of interest between such
Indemnitee and such Indemnifying Party exists in respect of such claim or there
may be defenses available to such Indemnitee which are different from or in
addition to those available to such Indemnifying Party, and in that event (i)
the reasonable fees and expenses of such separate counsel shall be paid by such
Indemnifying Party (it being understood, however, that the Indemnifying Party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) with respect to any Third-Party Claim (even if
against multiple Indemnitees)) and (ii) each of such Indemnifying Party and such
Indemnitee shall have the right to conduct its own defense in respect of such
claim. If an Indemnifying Party elects not to defend against a Third-Party
Claim, or fails to notify an Indemnitee of its election as provided in this
Section 3.2 within the period of ten (10) Business Days described above, such
Indemnitee may defend, compromise and settle such Third-Party Claim; provided,
however, that no such Indemnitee may compromise or settle any such Third-Party
Claim without the prior written consent of the Indemnifying Party, which consent
shall not be withheld unreasonably. Notwithstanding the foregoing, the
Indemnifying Party shall not, without the prior written consent of the
Indemnitee, (i) settle or compromise any Third-Party Claim or consent to the
entry of any judgment which does not include as an unconditional term thereof
the delivery by the claimant or plaintiff to the Indemnitee of a written release
from all liability, damage or claims of any nature or kind in respect of such
Third-Party Claim or (ii) settle or compromise any Third-Party Claim in any
manner that may adversely affect the Indemnitee.

     3.3 REMEDIES CUMULATIVE. The remedies provided in this Article 3 shall be
cumulative and shall not preclude assertion by any Indemnitee of any other
rights or the seeking of any other remedies against any Indemnifying Party.

     3.4 EFFECT ON UNDERWRITING AGREEMENT. Notwithstanding anything to the
contrary that may be contained in the Underwriting Agreement or this Separation
Agreement: (i) the provisions of Section 3.1(a) and (b) shall govern and control
the indemnification, defense and hold harmless arrangements, and any claims or
losses arising hereunder, between the Zapata Group on the one hand and the
Protein Group on the other with respect to Indemnifiable Losses covered thereby;
and (ii) the provisions of such Underwriting Agreement shall govern and control
the indemnification, defense and hold harmless arrangements, and any claims or
losses arising thereunder, between the Protein Group and the Zapata Group on the
one hand and the IPO underwriters on the other.

                                       7


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<PAGE>




                                    ARTICLE 4
                              ACCESS TO INFORMATION

     4.1 PROVISION OF CORPORATE RECORDS. Prior to or as promptly as practicable
after the Closing Date, Zapata shall use reasonable efforts to accommodate
Protein with respect to the delivery to Protein of all corporate books and
records of the Protein Group, including in each case copies of all active
agreements, active litigation files and government filings. From and after the
Closing Date, all books, records and copies so delivered shall be the property
of Protein.

     4.2 ACCESS TO INFORMATION. From and after the Closing Date, each of Zapata
and Protein shall afford to the other, and shall cause the members of their
respective Groups to so afford, reasonable access and duplicating rights during
normal business hours to all information within such party's possession relating
to such other party's businesses, assets or liabilities, insofar as such access
is reasonably required by such other party. Without limiting the foregoing,
information may be requested under this Section 4.2 for audit, accounting,
claims, litigation and Tax purposes, as well as for purposes of fulfilling
disclosure and reporting obligations, as Protein may reasonably request and
which are directly related to the Protein Business.

                                    ARTICLE 5
                             COVENANT NOT-TO-COMPETE

     Zapata hereby covenants and agrees that, for a period of five years from
the Closing Date, it will not engage in or invest in any business that harvests
and/or processes fish into fish meal, fish oil or fish solubles or sells such
products anywhere in the United States. Zapata acknowledges that any breach or
threatened breach of any of the provisions of this Article 5 cannot be remedied
solely by recovery of damages and that Protein shall be entitled to obtain an
injunction against such breach or threatened breach. Nothing herein, however,
shall be construed as prohibiting Protein from pursuing, in connection with an
injunction or otherwise, any other remedies available at law or in equity for
any such breach or threatened breach, including the recovery of money damages.
If any provision of this Article 5 is found to be unreasonably broad, it shall
nevertheless be enforceable to the extent reasonably necessary for Protein to
carry out to the fullest extent the parties' mutual intent in entering into this
Agreement on this date, which intent is that the provisions of this Article will
be strictly enforced as agreed to.

                                    ARTICLE 6
                    RESTRICTIONS ON TRANSFER OF COMMON STOCK

     6.1 RESTRICTIONS ON TRANSFER. Zapata shall not assign, encumber, pledge,
sell, transfer or otherwise dispose of any shares of Common Stock retained by it
after the IPO (and any exercise of an over-allotment option by the IPO
underwriters) (or any other securities held by Zapata at any time that are
exercisable, convertible or exchangeable for Common Stock) now or hereafter
owned by it (i) to any Foreign Person or (ii) in any transaction (other than
another member of the Zapata Group who agrees to be bound by these restrictions)
unless it first provides Protein with 30 days advance written notice thereof

                                       8



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(so as to allow Protein sufficient time to put in place procedures to monitor
the number of outstanding shares owned by Foreign Persons and impose any
appropriate transfer restrictions).

     6.2 STOCK CERTIFICATE LEGEND. In order to effectuate the restrictions
contained in this Article 6, all certificates and instruments evidencing any
Common Stock (or other securities that are exercisable, convertible or
exchangeable for Common Stock) held by Zapata will be endorsed as follows:

                    The assignment, encumbrance, pledge, sale, transfer or other
                    disposition of the securities evidenced hereby is limited
                    and restricted by the terms of a Separation Agreement
                    between the registered owner hereof and the Corporation,
                    dated April __, 1998.


                                    ARTICLE 7
                                  MISCELLANEOUS

     7.1 TERMINATION. Notwithstanding any other provision hereof, this
Separation Agreement may be terminated if the IPO is abandoned, which decision
can be made at any time by and in the sole discretion of the Zapata Board of
Directors without the approval of Protein.

     7.2 COMPLETE AGREEMENT. This Separation Agreement and the Exhibits hereto
and the agreements (including the Other Agreements) and other documents referred
to herein and therein shall constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter.

     7.3 AUTHORITY. Each of the parties hereto represents to the other that (i)
it has the power and authority to execute, deliver and perform this Separation
Agreement and the Other Agreements, (ii) the execution, delivery and performance
of this Separation Agreement and the Other Agreements by it has been duly
authorized by all necessary corporate action, (iii) it has duly and validly
executed the Separation Agreement, (iv) this Separation Agreement and the Other
Agreements, when executed, will be the valid and binding obligation of such
party, enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.

     7.4 GOVERNING LAW. This Separation Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada (other than the
laws regarding choice of laws and conflicts of laws) as to all matters,
including matters of validity, construction, effect, performance and remedies.

                                       9


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<PAGE>




     7.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder (collectively, "Notices") shall be in writing and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery
in person, by cable, telegram, telex, telecopy or other standard form of
telecommunications, or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

         If to Zapata:          Zapata Corporation
                                1717 St. James Place, Suite 550
                                Houston, Texas 77210
                                Attention: Avram Glazer, Chief Executive Officer

         If to Protein:         Omega Protein, Inc.
                                1717 St. James Place, Suite 550
                                Houston, Texas 77210
                                Attention: Joseph L. von Rosenberg III,
                                           Chief Executive Officer and President

or to such other address as any party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 7.5.

     7.6 AMENDMENT AND MODIFICATION. This Separation Agreement may be amended or
modified in any material respect only by a written agreement signed by both of
the parties hereto.

     7.7 SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES. This Separation
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, their successors and permitted assigns, and
the members of their respective Groups, but neither this Separation Agreement
nor any of the rights, interests and obligations hereunder shall be assigned by
either party hereto without the prior written consent of the other party (which
consent shall not be unreasonably withheld). Except for the provisions of
Sections 3.2 and 3.3 relating to Indemnities, which are also for the benefit of
the other Indemnitees, this Separation Agreement is solely for the benefit of
the parties hereto and their Subsidiaries and Affiliates and is not intended to
confer upon any other Persons any rights or remedies hereunder.

     7.8 COUNTERPARTS. This Separation Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     7.9 NO WAIVER. No failure by either party to take any action or assert any
right hereunder shall be deemed to be a waiver of such right in the event of the
continuation or repetition of the circumstances giving rise to such right,
unless expressly waived in writing by the party against whom the existence of
such waiver is asserted.

     7.10 HEADINGS. The Article and Section headings contained in this
Separation Agreement are solely for the purpose of reference, are not part of
the agreement of the parties hereto and shall not in any way affect the meaning
or interpretation of this Separation

                                     10



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 Agreement.

     7.11 ENFORCEABILITY. Any provision of this Separation Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Each party acknowledges
that money damages would be an inadequate remedy for any breach of the
provisions of this Separation Agreement and agrees that the obligations of the
parties hereunder shall be specifically enforceable.

     7.12 SURVIVAL OF AGREEMENTS. All covenants and agreements of the parties
hereto contained in this Separation Agreement shall survive the Closing Date.

                               ZAPATA CORPORATION

                               By: ___________________________________
                               Name: Avram Glazer
                               Title:  Chief Executive Officer

                               OMEGA PROTEIN, INC.

                               By: ___________________________________
                               Name: Joseph L. von Rosenberg III
                               Title: Chief Executive Officer and President

                                       11




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<PAGE>


                                                                    EXHIBIT 10.7


                             TAX INDEMNITY AGREEMENT

     This TAX INDEMNITY AGREEMENT (the "Agreement"), dated as of this ___ day of
April, 1998, by and between ZAPATA CORPORATION ("Zapata"), a Delaware
corporation, and OMEGA PROTEIN CORPORATION ("Protein"), a Nevada corporation.

                                R E C I T A L S:

     A. Zapata, a public company whose common shares are traded on the New York
Stock Exchange, owns 19,676,000 shares of Protein's common stock, par value $.01
per share (the "Common Stock"), constituting all of the issued and outstanding
Common Stock;

     B. On even date herewith Protein and Zapata have entered into an
Underwriting Agreement with Prudential Incorporated and Deutsche Morgan
Grenfell, Inc., as representatives of the several underwriters named therein,
which contemplates that Protein and Zapata will conduct an initial public
offering in which Protein will issue 4,000,000 shares of Common Stock and Zapata
will sell 4,000,000 shares of Common Stock (the "IPO") (together with up to an
additional 1,200,000 shares of Common Stock which shall be subject to
over-allotment options granted on an equal basis by Protein and Zapata to the
IPO underwriters) reducing Zapata's ownership of Protein to approximately 66.2%
of the outstanding Common Stock (prior to the exercise of the over-allotment
options referred to below), all as more particularly described in the
registration statement on Form S-1 (Registration No. 333-44967) filed by Protein
with the Securities and Exchange Commission (the "SEC") on or about January 27,
1998; and

     C. In connection with the IPO, Zapata and Protein have entered into a
Separation Agreement on even date herewith (the "Separation Agreement") which
requires, among other things, Zapata and Protein to enter into this Agreement to
address certain tax issues involving Zapata and Protein that will arise after
the IPO after Zapata's ownership of Protein is less than 80% of Protein's issued
and outstanding shares as a result of which neither Protein nor any Protein
Post-Closing Affiliates (hereinafter defined)l will file Tax Returns
(hereinafter defined) as a member of the Zapata Group (hereinafter defined); and

     NOW, THEREFORE, in consideration of their mutual promises, Zapata and
Protein agree as follows:




<PAGE>
 
<PAGE>




                                    ARTICLE 1
                                   DEFINITIONS

     As used in this Agreement, the following terms shall have the following
meanings:

     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto, as in effect for the taxable period in question.

     "Consolidated Group" means the group of corporations that immediately prior
to the Effective Date are members of the affiliated group of corporations
(within the meaning of Section 1504 of the Code) of which Zapata is the common
parent.

     "Effective Date" means the date upon which Zapata ceases to own 80% of the
issued and outstanding shares of Protein.

     "Final Determination" shall mean the final resolution of liability for any
Tax for a taxable period, including any related interest or penalties, (a) by
Internal Revenue Service Form 870 or 870-AD (or any successor forms thereto), on
the date of acceptance by or on behalf of the Internal Revenue Service ("IRS"),
or by a comparable form under the laws of other jurisdictions; except that a
Form 870 or 870-AD or comparable form that reserves (whether by its terms or by
operation of law) the right of the taxpayer to file a claim for refund and/or
the right of the Taxing Authority to assert a further deficiency shall not
constitute a Final Determination; (b) by a decision, judgment, decree, or other
order by a court of competent jurisdiction, which has become final and
unappealable; (c) by a closing agreement or accepted offer in compromise under
Section 7121 or 7122 of the Code, or comparable agreements under the laws of
other jurisdictions; (d) by any allowance of a refund or credit in respect of an
overpayment of Tax, but only after the expiration of all periods during which
such refund may be recovered (including by way of offset) by the Tax imposing
jurisdiction; or (e) by any other final disposition, including by reason of the
expiration of the applicable statute of limitations.

     "Protein Businesses" means the present and future subsidiaries, divisions
and business of Protein and any member of the Protein Post-Closing Affiliates.

     "Protein Post-Closing Affiliate" means any corporation, partnership or
other entity directly or indirectly controlled by Protein after the Effective
Date.

     "Protein Pre-Closing Affiliate" means any corporation, partnership or other
entity directly or indirectly controlled by Protein on or before the Effective
Date.

     "Representative" means with respect to any person or entity, any of such
person's or entity's directors, officers, employees, agents, consultants,
advisors, accountants, attorneys, and representatives.

                                       2



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<PAGE>





     "Tax" or "Taxes" means (a) all forms of taxation, whenever created or
imposed, and whenever imposed by a national, municipal, governmental, state,
federal or other body, whether domestic or foreign (a "Taxing Authority"), and
without limiting the generality of the foregoing, shall include net income,
alternative or add-on minimum tax, gross income, sales, use, ad valorem, gross
receipts, value added, franchise, profits, license, transfer, recording,
withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, windfall profit, custom duty, or other tax, governmental fee or other
like assessment or charge of any kind whatsoever, together with any related
interest, penalties, or other additions to tax, or additional amounts imposed by
any such Taxing Authority, (b) liability for the payment of any amounts of the
type described in (a) as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period, including any liability
arising pursuant to Treas. Reg. Section 1.1502-6, or as a result of being a
party to any agreement or arrangement whereby liability for payment of such
amounts was determined or taken into account with reference to the liability of
another party and (c) liability for the payment of any amounts of the type
described in (a) as a result of any express or implied obligation to indemnify
any other person.

     "Taxing Authority" is defined under the term "Taxes."

     "Taxable Period" or "Taxable Periods" means the tax year for the
"Consolidated Group" as defined in this Article 1.

     "Tax Return" means any return, filing, questionnaire or other document
required to be filed, including requests for extensions of time, filings made
with estimated Tax payments, claims for refund and amended returns that may be
filed, for any taxable period with any Taxing Authority in connection with any
Tax (whether or not a payment is required to be made with respect to such
filing).

     "Zapata Affiliate" means any corporation, partnership or other entity
directly or indirectly controlled by Zapata, other than Protein or any Protein
Affiliate.

     "Zapata Businesses" means the present and future subsidiaries, divisions
and business of any member of the Zapata Group, other than the present and
future subsidiaries, divisions and business of Protein or any Protein
Post-Closing Affiliates.

     "Zapata Group" means the group of corporations that immediately after the
Effective Date are members of the affiliated group of corporations of which
Zapata is the common parent (within the meaning of section 1504 of the Code).

                                    ARTICLE 2
                      PREPARATION AND FILING OF TAX RETURNS

     2.1 INCOME INCLUDED. All Tax Returns required to be filed by the
Consolidated Group relating to Taxable Periods ending before or including the
Effective Date and filed

                                       3



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<PAGE>




after the date of this Agreement shall include the income of Protein and Protein
Pre-Closing Affiliates (as determined in this Section 2.1) attributable to such
Taxable Periods (including, for Federal income Tax purposes, any deferred income
triggered into income by Treas. Reg. Section 1.1502-13 and Treas. Reg. Section
1.1502-14 and any excess loss accounts taken into income under Treas. Reg.
Section 1.1502-19) required to be reported in the Consolidated Group's
consolidated Federal income Tax Returns (or under any similar rules applicable
to any state, local or other Tax Returns filed on a consolidated basis). The
income of Protein and Protein Pre-Closing Affiliates will be apportioned for the
period October 1, 1997 up to and including the Effective date and the period
after the Effective Date by closing the books of Protein and such Protein
Pre-Closing Affiliates as of the end of the Effective Date. The income of
Protein and any Protein Pre-Closing Affiliate shall not include any deferred
income triggered into income by Treas. Reg. Section 1.1502-13 and Treas. Reg.
1.1502-14 and any excess loss accounts taken into income under Treas. Reg.
Section 1.1502-19, attributable to any other member of the Consolidated Group.

     2.2 TAX RETURNS FOR TAXABLE PERIODS ENDING BEFORE OR INCLUDING THE
EFFECTIVE DATE. Except as otherwise provided in Section 2.4, Zapata shall timely
prepare and file, or cause to be timely prepared and filed, all Tax Returns
required to be filed by or on behalf of any member of the Consolidated Group
relating to Taxable Periods ending before or including the Effective Date.
Protein shall provide Zapata any Tax-related information reasonably requested by
Zapata relating to any Taxable Periods ending on or before the Effective Date.

     2.3 TAX RETURNS FOR TAXABLE PERIODS BEGINNING AFTER THE EFFECTIVE DATE.
Protein shall prepare and file, or cause to be prepared and filed, all Tax
Returns for Protein and any Protein Post-Closing Affiliate for taxable periods
of Protein and any Protein Post-Closing Affiliate beginning after the Effective
Date. Zapata shall prepare and file, or cause to be prepared and filed, all Tax
Returns for the Zapata Group for Taxable Periods beginning after the Effective
Date.

     2.4 CARRY-OVER PERIOD RETURNS.

     (a) Protein shall prepare and file on a timely basis any Tax Returns (but
not including any Federal income Tax Return or Tax Returns under any similar
rules applicable to any state or local, and filed on a consolidated basis) of
Protein and any Protein Pre-Closing Affiliate for any Taxable Period beginning
before and ending after the Effective Date (a "Carry-Over Period").

     (b) All other Tax Returns for a Carry-Over Period required to be filed by
any member of the Consolidated Group other than Protein or any Protein
Pre-Closing Affiliate shall be prepared and filed by Zapata.

                                    ARTICLE 3
                                PAYMENT OF TAXES

                                       4



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<PAGE>



     3.1 LIABILITY FOR TAXES WITH RESPECT TO TAXABLE PERIODS ENDING BEFORE OR
INCLUDING THE EFFECTIVE DATE. Except as otherwise provided in this Agreement,
Zapata shall be responsible for paying and shall pay all Taxes relating to any
Tax Return filed by the Consolidated Group or any member thereof with respect to
any Taxable Period ending before and including the Effective Date, including
without limitation, any additional Taxes as a result of any audit, amendment or
other change in a Tax Return as filed by the Consolidated Group or any member
thereof.

     3.2 PREPARATION OF PROTEIN'S FINAL RETURNS; PAYMENT OF TAXES. On or before
_____________, 1998, Zapata shall cause to be prepared (in a manner consistent
with practices followed in prior years) and delivered to Protein a separate
United States federal income tax return for Protein and each Protein Pre-Closing
Affiliate for the period beginning October 1, 1997 and ending on the Effective
Date (the "Protein Final Returns"). The Protein Final Returns shall include all
items of income, gain, loss, deductions and credit of Protein and the Protein
Pre-Closing Affiliates realized during such period and determined and
apportioned in accordance with Section 2.1. Zapata shall include in its
consolidated federal income tax for its first taxable year ending after the
Effective Date the items of income, gain, loss, deductions and credit shown on
the Protein Final Returns and shall pay all Taxes due with respect thereto as
provided in this Section 3.2 and Section 3.1.

     3.3 SEPARATION PAYMENT WITH RESPECT TO FEDERAL INCOME TAXES. Zapata shall
give Protein notice of the filing of Zapata's consolidated federal income tax
returns for its first taxable year ending after the Effective Date ("Final
Return Notice"). If the Protein Final Returns show a tax liability, Protein
shall pay to Zapata the amount thereof within thirty (30) days after receipt by
Protein of the Final Return Notice. Zapata shall not withdraw any earnings or
assets of Protein or any Protein Pre-Closing Affiliates prior to the Effective
Date. If the Protein Final Returns show a net operating loss or other tax
benefit that is utilized by Zapata or any member of the Zapata Group and,
therefore, is not allocated to the entity incurring such tax benefit pursuant to
Treas. Reg. 'SS'1.1502-79, Zapata shall pay to Protein (or the appropriate
entity) the amount of any tax savings to be realized thereby within thirty (30)
days after receipt by Protein of the Protein Final Returns.

     3.4 ALLOCATION OF EARNINGS AND PROFITS FOR TAXABLE PERIODS ENDING BEFORE OR
INCLUDING THE EFFECTIVE DATE. All earnings and profits of the Consolidated Group
for all Taxable Periods ending before or including the Effective Date shall be
allocated pursuant to Section 1552 of the Code among the members of the
Consolidated Group in accordance with the ratio which that portion of the
consolidated taxable income attributable to each member of the Consolidated
Group having taxable income bears to the consolidated taxable income of the
Consolidated Group in accordance with Section 1552(a)(1) of the Code and the
Regulations thereunder.

     3.5 UNUSED CARRY-FORWARD ATTRIBUTES. Zapata and Protein agree that, for
purposes of all required returns and reports with respect to Taxes, the amount
of unused tax credits under the Code attributable to Protein and each of the
Protein Pre-Closing Affiliates that may

                                       5



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<PAGE>



be carried forward to Taxable Periods ending after the Effective Date shall,
unless otherwise required by law or regulations, be determined in accordance
with the principles of Treas. Reg. 'SS'1.1502-79(c). Any other carry-forward
attributes shall similarly be determined in accordance with applicable
regulations.

     3.6 LIABILITY FOR TAXES WITH RESPECT TO POST-EFFECTIVE DATE TAXABLE
PERIODS. The Zapata Group shall pay all Taxes of the Zapata Group and shall be
entitled to receive and retain all refunds of Taxes of the Zapata Group with
respect to Taxable Periods beginning after the Effective Date which are
attributable to the Zapata Businesses. Protein shall pay all Taxes of Protein
and any Protein Post-Closing Affiliate and shall be entitled to receive and
retain all refunds of Taxes of Protein and any Protein Post-Closing Affiliate
for all periods beginning after the Effective Date which are attributable to the
Protein Businesses.

     3.7 CARRY-OVER PERIOD PAYMENTS. Zapata shall be responsible for (and shall
pay) any Taxes shown to be due on a Tax Return for a Carry-Over Period filed
pursuant to Section 2.4(b) hereof by any member of the Consolidated Group other
than Protein or a Protein Pre-Closing Affiliate. Protein shall be responsible
for (and shall pay) any Taxes shown to be due on a Tax Return for a Carry-Over
Period filed by Protein and any Protein Pre-Closing Affiliate pursuant to
Section 2.4(a) hereof.

     3.8 CARRY-BACKS. Protein shall be entitled to any refund of any Tax
obtained by the Consolidated Group (or any member of the Consolidated Group),
including any refund obtained as a result of the carry-back of losses or credits
of Protein or any Protein Post-Closing Affiliate from any taxable period
beginning after the Effective Date to any Taxable Period ending before or
including the Effective Date. The application of any such carry-backs by Protein
and/or any other current or former member of the Consolidated Group shall be in
accordance with the Code and the Treasury Regulations promulgated thereunder.
Notwithstanding this Section 3.9, Protein and any Protein Post-Closing Affiliate
shall have the right, in its sole discretion, to make any election, including
the election under Section 172(b)(3) of the Code, which would eliminate or limit
the carry-back of any loss or credit to any Taxable Period ending before or
including the Effective Date.

     3.9 POST-CLOSING ELECTIONS. At Zapata's request, Protein and the Protein
Pre-Closing Affiliates shall make and/or join with Zapata in making any Tax
elections reasonably requested by Zapata after the Effective Date, if the making
of such election does not have a material adverse impact on Protein or any
Protein Pre-Closing Affiliate for any post-Effective Date Tax period.

     3.10 REFUNDS. Protein and any Protein Pre-Closing Affiliate shall be
entitled to any refund of any Tax obtained by the Consolidated Group (or any
member of the Consolidated Group) as a result of any audit, amendment or other
change in the Tax Return as filed by the Consolidated Group or any member
thereof to the extent the refund is attributable to Protein and any Protein
Pre-Closing Affiliate for any Taxable Period of the Consolidated Group ending
before or including the Effective Date. Zapata will cooperate with Protein

                                       6



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<PAGE>



and any Protein Pre-Closing Affiliate in obtaining such refunds, including, but
not limited to, the filing of amended Tax Returns or refund claims. Zapata will
immediately pay to Protein and any Protein Pre-Closing Affiliate any Tax refund
described in this Section 3.10 when such refund is received by the Zapata Group.
With the exception of Section 3.8, all other refunds arising from Tax Returns
filed for the Consolidated Group will belong to Zapata.

                                    ARTICLE 4
                     COOPERATION AND EXCHANGE OF INFORMATION

     4.1 COOPERATION. Protein shall cooperate (and shall cause any Protein
Post-Closing Affiliate to cooperate) fully at such time and to the extent
reasonably requested by Zapata in connection with the preparation and filing of
any Tax Return or the conduct of any audit, dispute, proceeding, suit or action
concerning any issues or any other matter contemplated hereunder relating to any
Taxable Period ending before or including the Effective Date. Such cooperation
shall include, without limitation, (a) the retention and provision on demand of
copies of books, records, documentation or other information relating to any
such Tax Return until the later of (i) the expiration of the applicable statute
of limitation (giving effect to any extension, waiver, or mitigation thereof)
and (ii) in the event any claim has been made under this Agreement for which
such information is relevant, until a Final Determination with respect to such
claim; (b) the execution of any document that may be necessary or reasonably
helpful in connection with the filing of any such Tax Return, or in connection
with any audit, proceeding, suit or action addressed in the preceding sentence;
and (c) the use of the parties' reasonable best efforts to obtain any
documentation from a governmental authority or a third party that may be
necessary or helpful in connection with the foregoing. Each party shall make its
employees and facilities available on a mutually convenient basis to facilitate
such cooperation.

     4.2 TAX RETURNS FOR TAXABLE PERIODS INCLUDING THE EFFECTIVE DATE. Zapata
will provide Protein with the opportunity to review and comment upon any Tax
Returns to be filed after the date of this Agreement (including any amended
returns), and will provide Protein, promptly upon its request, with copies of
such Tax Returns (including any amended returns).

     4.3 AUDITS. Zapata will allow Protein and any Protein Pre-Closing Affiliate
and its counsel to participate (at the expense of Protein or its Protein
Pre-Closing Affiliate) in any audits of Zapata's Consolidated Federal Income Tax
Returns to the extent that such returns relate to Protein and any Protein
Pre-Closing Affiliate. Zapata will not settle any such audit in a manner which
would adversely affect Protein and any Protein Pre-Closing Affiliate without the
prior written consent of Protein, which consent shall not be unreasonably
withheld.

     4.4 CARRYBACKS. Zapata will immediately pay to Protein and any Protein
Pre-Closing Affiliate any Tax refund (or reduction in Tax liability) resulting
from a carryback of

                                       7



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a post-acquisition tax attribute of Protein and any Protein Pre-Closing
Affiliates into the Zapata Consolidated Group Tax Return, when such refund or
reduction is realized by the Zapata Group. Zapata will cooperate with Protein
and any Protein Pre-Closing Affiliate in obtaining such refunds (or reduction in
Tax liability), including, but not limited to, the filing of amended Tax Returns
or refund claims.

     4.5 CONTEST PROVISIONS. Zapata shall have full responsibility and
discretion in the handling of any Tax controversy, including, without
limitation, an audit, a protest to the Appeals Division of the IRS, and
litigation in Tax Court or any other court of competent jurisdiction involving a
Tax Return of the Consolidated Group or the Zapata Group.

                                    ARTICLE 5
                                  MISCELLANEOUS

     5.1 TAX INDEMNIFICATION.

     (a) Zapata shall defend, indemnify and hold harmless Protein and each
Protein Pre-Closing Affiliate from and against any liability, cost or expense,
including, without limitation, any fine, penalty, interest, charge or reasonable
accountant's fee, for any Tax required under this Agreement to be paid by Zapata
or any member of the Consolidated Group other than Protein or a Protein
Pre-Closing Affiliate.

     (b) Protein shall indemnify and hold harmless Zapata and each member of the
Zapata Group from and against any liability, cost or expense, including without
limitation, any fine, penalty, interest, charge or reasonable accountant's fee,
for any Tax required under this Agreement to be paid by Protein or any Protein
Post-Closing Affiliate.

     (c) The amount of any payment made with respect to this Section 5.1 shall
include any additional amount necessary to indemnify the recipient of the
payment against any Taxes imposed or incurred (including any increase in
liability or taxes resulting from a reduction in the amount of the loss), and
any reasonable professional fees or other litigation costs incurred, in
connection with such payment, and (ii) be reduced by the amount of any tax
benefit realized or to be realized by the recipient as a result of its payment
of the Taxes being indemnified hereunder.

     5.2 BREACH. Zapata shall defend, indemnify and hold harmless Protein and
each Protein Pre-Closing Affiliate and Protein shall indemnify and hold harmless
each member of the Zapata Group from and against any payment required to be made
under this Agreement as a result of the breach by a member of the Zapata Group
or by Protein or a Protein Pre-Closing Affiliate, as the case may be, of any
obligation under this Agreement.

                                       8



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     5.3 RESOLUTION OF CERTAIN DISPUTES.

     (a) Arbitration. Disagreements between Zapata and Protein with respect to
amounts that either claims is owed by the other (or by an Affiliate of the
other) under this Agreement, or other matters under this Agreement that are not
resolved by mutual agreement, shall be resolved by arbitration pursuant to this
Section 5.3.

     (b) Selection of the Arbitrator. Any arbitrator selected pursuant to this
Section 5.3(b) shall have at least ten (10) years of experience in the field of
corporate taxation, shall be an attorney licensed to practice law in any state
of the United States or a certified public accountant licensed to practice in
any state of the United States and shall not be or have been employed by or
affiliated with either party. The parties shall first attempt to agree on a
mutually satisfactory arbitrator. If the parties are unable to agree on a
mutually satisfactory arbitrator within thirty (30) days after either party
notifies the other in writing of a disagreement requiring arbitration pursuant
to this Section 5.3 (15 days in the case of a disagreement with respect to
Section 4.1 through Section 4.5), each party shall select an arbitrator. The two
arbitrators thus selected shall agree on and select a third arbitrator. If the
two arbitrators cannot agree on such third arbitrator within thirty (30) days
(fifteen (15) days in the case of a disagreement with respect to Section 4.1
through Section 4.5), the parties shall each select a different arbitrator and
renew the foregoing procedure. If the position of an arbitrator is vacated, the
person or persons who originally selected the arbitrator to fill such position
shall select a new arbitrator to fill the position, unless the parties agree to
continue the arbitration with the remaining arbitrators. When used hereinafter,
the term "arbitrator" shall refer to the three arbitrators so selected when
appropriate and a decision of a majority of such arbitrators shall constitute a
decision by the arbitrator in the appropriate context.

     (c) Arbitration Procedures.

          (i) The arbitration shall be conducted under the auspices of the
     American Arbitration Association.

          (ii) Each party within thirty (30) days after engagement of the
     arbitrator (fifteen (15) days in the case of a disagreement with respect to
     Section 4.1 through Section 4.5) shall submit to the arbitrator a written
     statement of the party's position (including where relevant the total net
     amount it asserts is owed by it or is due to it) regarding the total amount
     in dispute.

          (iii) The arbitrator shall base his decision on the following
     standards. In the case of a factual dispute between the parties, the
     arbitrator shall make a determination of the correct facts. In the case of
     a dispute regarding a legal issue, including the proper application of the
     Tax laws or the proper interpretation of this Agreement, the arbitrator
     shall make a determination in accordance with his best legal judgment. Upon
     making determinations with respect to all factual and legal

                                       9



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     issues in dispute, the arbitrator shall determine the amount due by one
     party to the other or such other matter with respect to the matter subject
     to the arbitration. Where relevant, as to each matter in dispute, the
     arbitrator shall find in favor of the party whose statement submitted
     pursuant to paragraph (ii) above proposed the amount closest to the amount
     so determined.

          (iv) The arbitrator shall render a written decision stating only the
     result of such decision as soon as practicable. The arbitrator shall also
     orally explain the bases of such decision to both parties as soon as
     practicable. If and only if both parties request, the arbitrator shall
     state the bases of such decision in writing. Where relevant, as to each
     matter in dispute, the arbitrator's decision shall be in an amount equal to
     one of the total amounts asserted by one of the parties in the written
     statements submitted pursuant to paragraph (ii) above. The arbitrator shall
     not, and is not authorized to, render a decision in any other amount.

          (v) The arbitrator's decision shall be final and binding on the
     parties. No appeal to any court is contemplated by this Agreement and each
     party, to the maximum extent permissible by law, waives and relinquishes
     all rights and entitlements to appeal such decision.

          (vi) The arbitrator shall determine a fair allocation of the costs of
     the arbitration proceeding (including each party's legal fees) as between
     the parties.

     5.4 NOTICES. Any notice, demand, claim or other communication under this
Agreement shall be in writing and shall be deemed given upon delivery if
delivered personally, upon mailing if sent by certified mail, return receipt
requested, postage prepaid, or upon completion of transmission if sent by
telecopy or facsimile, to the parties at the following address:

         If to Zapata:          Zapata Corporation
                                1717 St. James Place, Suite 550
                                Houston, Texas 77056
                                Attention: Avram Glazer, Chief Executive Officer

         If to Protein:         Omega Protein, Inc.
                                1717 St. James Place, Suite 550
                                Houston, Texas 77056
                                Attention: Joseph von Rosenberg III,
                                           Chief Executive Officer and President

     5.5 ENTIRE AGREEMENT. This Agreement and the applicable provisions of the
Separation Agreement constitute the entire agreement of the parties concerning
the subject matter hereof, and supersedes all other agreements, whether or not
written, in respect of any Tax between or among any member or members of the
Zapata Group, on the one hand, and

                                       10
 


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Protein and any Protein Pre-Closing Affiliate, on the other hand. This Agreement
may not be amended except by an agreement in writing, signed by the parties
hereto. In the event and to the extent that there shall be a conflict between
the provisions of this Agreement and the Separation Agreement, the provisions of
this Agreement shall control.

     5.6 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with, the laws of the State of Texas.

     5.7 SUCCESSORS AND ASSIGNS. A party's rights and obligations under this
Agreement may not be assigned without the prior written consent of the other
party. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.

     5.8 NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit
of the parties to this Agreement and their respective subsidiaries and should
not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without this Agreement.

     5.9 LEGAL ENFORCEABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of the prohibition or unenforceability without
invalidating the remaining provisions. Any prohibition or unenforceability of
any provision of this Agreement in any jurisdiction shall not invalidate or
render unenforceable the provision in any other jurisdiction.

     5.10 EXPENSES. Unless otherwise expressly provided in this Agreement or in
the Separation Agreement, each party shall bear any and all expenses that arise
from their respective obligations under this Agreement. In the event either
party to this Agreement brings an action or proceeding for the breach or
enforcement of this Agreement, the prevailing party in such action or
proceeding, whether or not such action or proceeding proceeds to final judgment,
shall be entitled to recover as an element of its costs, and not as damages,
such reasonable attorneys' fees as may be awarded in the action or proceeding in
addition to whatever other relief to which the prevailing party may be entitled.

     5.11 CONFIDENTIALITY. Each party shall hold and cause its Representatives
to hold in strict confidence, unless compelled to disclose by judicial or
administrative process or, in the opinion of its counsel, by other requirements
of law, all information (other than any such information relating solely to the
business or affairs of such party) concerning the other parties hereto furnished
it by such other party or its Representatives pursuant to this Agreement (except
to the extent that such information can be shown to have been (a) previously
known by the party to which it was furnished, (b) in the public domain through
no fault of such party, or (c) later lawfully acquired from other sources by the
party to which it was furnished), and each party shall not release or disclose
such information to any other person, except its auditors, attorneys, financial
advisors, bankers and other consultants and advisors who shall be advised of the
provisions of this Section. Each party shall be deemed

                                       11



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to have satisfied its obligation to hold confidential information concerning or
supplied by the other party if it exercises the same care as it takes to
preserve confidentiality for its own similar information.

     5.12 COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signature thereto and hereto were upon the same instrument.

     5.13 HEADINGS. Introductory headings used in this Agreement are solely for
the convenience of the parties and shall not be deemed to be limitations upon or
descriptive of the contents of the Section or Sub-sections concerned.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

                                             OMEGA PROTEIN CORPORATION

                                             By:_______________________________
                                             Name:
                                             Title:

                                             ZAPATA CORPORATION
                                             By:_______________________________
                                             Name:
                                             Title

                                       12





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                                                                    EXHIBIT 10.8


                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April ___,
1998, between ZAPATA CORPORATION, a Delaware corporation ("Zapata"), and OMEGA
PROTEIN CORPORATION, a Nevada corporation (the "Company").

                                R E C I T A L S:

     A. Zapata is the owner of 19,676,000 shares of common stock, par value $.01
per share ("Common Stock"), of the Company.

     B. The Company, with the consent of Zapata, has determined to offer to the
public 4,000,000 shares of Common Stock, concurrently with the offer to the
public of 4,000,000 of the shares of Common Stock owned by Zapata together with
up to an additional 600,000 shares of Common Stock and 600,000 shares of Common
Stock by the Company and Zapata, respectively, pursuant to over-allotment
options granted to the investment banking firms underwriting such offering (the
"Public Offering").

     C. In partial consideration for the consent of Zapata to the Public
Offering by the Company, the Company has, among other things, agreed to grant to
Zapata certain registration rights applicable to Registrable Securities (as
defined below) held by Zapata.

     D. The parties hereto desire to enter into this Agreement to set forth the
terms of such registration rights.

     NOW, THEREFORE, upon the premises and based on the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

     1. CERTAIN DEFINITIONS. As used in this Agreement, the following initially
capitalized terms shall have the following meanings:

        (a) "Affiliate" means, with respect to any person, any other person who,
directly or indirectly, is in control of, is controlled by or is under common
control with the former person; and "control" (including the terms
"controlling," "controlled by," and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.

        (b) "Company Securities" has the meaning set forth in Section 3 hereof.

        (c) "Exchangeable Securities" has the meaning set forth in Section 6 of
this Agreement.




<PAGE>

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        (d) "Fair Market Value" means, with respect to any security, (i) if the
security is listed on a national securities exchange or authorized for quotation
on a national market quotation system, the closing price, regular way, of the
security on such exchange or quotation system, as the case may be, or if no such
reported sale of the security shall have occurred on such date, on the next
preceding date on which there was such a reported sale, or (ii) if the security
is not listed for trading on a national securities exchange or authorized for
quotation on a national market quotation system, the average of the closing bid
and asked prices as reported by the National Association of Securities Dealers
Automated Quotation System or such other reputable entity or system engaged in
the regular reporting of securities prices and on which such prices for such
security are reported or, if no such prices shall have been reported for such
date, on the next preceding date for which such prices were so reported, or
(iii) if the security is not publicly traded, the fair market value of such
security as determined by a nationally recognized investment banking or
appraisal firm mutually acceptable to the Company and the Holders, the fair
market value of whose Registrable Securities is to be determined.

        (e) "Holder" means Zapata or any Permitted Transferee.

        (f) "Initiating Holders" has the meaning set forth in Section 3 of this
Agreement.

        (g) "Other Holders" has the meaning set forth in Section 3 hereof.

        (h) "Other Securities" has the meaning set forth in Section 3 hereof.

        (i) "Other Voting Securities" means any options, rights, warrants or
other securities convertible into or exchangeable for Voting Stock of the
Company.

        (j) "Permitted Transferee" has the meaning set forth in Section 11
hereof.

        (k) "Person" means any individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, or other entity of whatever nature.

        (l) "Registrable After-Acquired Securities" means any securities of the
Company acquired by Zapata (or any Permitted Transferee).

        (m) "Registrable Securities" means (i) all shares of Common Stock (as
presently constituted) owned on the date hereof by Zapata, (ii) all Registrable
After-Acquired Securities, (iii) any stock or other securities into which or for
which such Common Stock or Registrable After-Acquired Securities may hereafter
be changed, converted or exchanged, and (iv) any other securities issued to
holders of such Common Stock or Registrable After-Acquired Securities (or such
stock or other securities into which or for which such Common Stock or
Registrable After-Acquired Securities are so changed, converted or exchanged)
upon any reclassification, share combination, share subdivision, share dividend,
merger, consolidation or similar transaction or event, provided that any such
securities shall cease


                                      - 2 -



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to be Registrable Securities when such securities are sold in any manner to a
person who is not a Permitted Transferee.

        (n) "Registration Expenses" means all out-of-pocket expenses incurred in
connection with any registration of Registrable Securities pursuant to this
Agreement including, without limitation, the following; (i) SEC filing fees;
(ii) the fees, disbursements and expenses of the Company's counsel(s) and
accountants in connection with the registration of the Registrable Securities to
be disposed of; (iii) all expenses in connection with the preparation, printing
and filing of the registration statement, any preliminary prospectus or final
prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to any Holders, underwriters and dealers and all expenses
incidental to delivery of the Registrable Securities; (iv) the cost of printing
or producing any underwriting agreement, agreement among underwriters, agreement
between syndicates, selling agreement, blue sky or legal investment memorandum
or other document in connection with the offering, sale or delivery of the
Registrable Securities to be disposed of; (v) all expenses in connection with
the qualification of the Registrable Securities to be disposed of for offering
and sale under state securities laws, including the fees and disbursements of
counsel for the underwriters in connection with such qualification and the
preparation of any blue sky and legal investments surveys; (vi) the filing fees
incident to securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Registrable Securities
to be disposed of; (vii) transfer agents', depositaries' and registrars' fees
and the fees of any other agent appointed in connection with such offering;
(viii) all security engraving and security printing expenses, (ix) all fees and
expenses payable in connection with the listing of the Registrable Securities on
any securities exchange or inter-dealer quotation system; and (x) any one-time
payment for directors and officers insurance directly related to such offering,
provided the insurer provides a separate statement for such payment.

        (o) "Rule 144" means Rule 144 promulgated under the Securities Act, or
any successor rule to similar effect.

        (p) "SEC" means the United States Securities and Exchange Commission.

        (q) "Securities Act" means the Securities Act of 1933, as amended, or
any successor statute.

        (r) "Selling Expenses" means all underwriting discounts and commissions,
selling concessions and stock transfer taxes applicable to the sale by the
Holders of Registrable Securities pursuant to this Agreement and all fees and
disbursements of any legal counsel, investment banker, accountant or other
professional advisor retained by a Holder.

        (s) "Selling Holder" has the meaning set forth in Section 5 hereof.

        (t) "Transactional Deferral" has the meaning set forth in Section 2 of
this Agreement.


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        (u) "Voting Stock" means shares of the Company's capital stock having
the power under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of the Company.

     2. Demand Registration.

        (a) At any time prior to such time as the rights under this Section 2
terminate with respect to a Holder as provided in Section 2(e) hereof, upon
written notice from such Holder in the manner set forth in Section 12(h) hereof
requesting that the Company effect the registration under the Securities Act of
any or all of the Registrable Securities held by such Holder, which notice shall
specify the intended method or methods of disposition of such Registrable
Securities, the Company shall use its best efforts to effect, in the manner set
forth in Section 5, the registration under the Securities Act of such
Registrable Securities for disposition in accordance with the intended method or
methods of disposition stated in such request (including in an offering on a
delayed or continuous basis under Rule 415 (or any successor rule to similar
effect) promulgated under the Securities Act, if (x) the Company is then
eligible to register such Registrable Securities on Form S-3 (or a successor
form) for such offering and (y) the Company consents to such an offering (except
that no consent of the Company will be required if the contemplated offering on
a delayed or continuous basis under Rule 415 is the offering of Registrable
Securities upon the exercise, exchange or conversion of Exchangeable Securities
as contemplated by Section 6 hereof)), provided that:

               (i) if, within 5 business days of receipt of a registration
          request pursuant to this Section 2(a), the Holder or Holders making
          such request are advised in writing that the Company has in good faith
          commenced the preparation of a registration statement for an
          underwritten public offering prior to receipt of the notice requesting
          registration pursuant to this Section 2(a) and the managing
          underwriter of the proposed offering has determined that in such
          firm's good faith opinion, a registration at the time and on the terms
          requested would materially and adversely affect the offering that is
          contemplated by the Company, the Company shall not be required to
          effect a registration pursuant to this Section 2(a) (a "Transactional
          Deferral") until the earliest of (A) the abandonment of such offering
          by the Company, (B) 60 days after receipt by the Holder or Holders
          requesting registration of the managing underwriter's written opinion
          referred to above in this clause (i), unless the registration
          statement for such offering has become effective and such offering has
          commenced on or prior to such 60th day, and (C) if the registration
          statement for such offering has become effective and such offering has
          commenced on or prior to such 60th day, the day on which the
          restrictions on the Holders contained in Section 10 hereof lapse,
          provided, however, that the Company shall not be permitted to delay a
          requested registration in reliance on this clause (i) more than once
          in any 12-month period;

               (ii) if, while a registration request is pending pursuant to this
          Section 2(a), the Company determines, following consultation with and


                                      - 4 -



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          receiving advice from its legal counsel, that the filing of a
          registration statement would require the disclosure of material
          information that the Company has a bona fide business purpose for
          preserving as confidential and the disclosure of which the Company
          determines reasonably and in good faith would have a material adverse
          effect on the Company, the Company shall not be required to effect a
          registration pursuant to this Section 2(a) until the earlier of (A)
          the date upon which such material information is otherwise disclosed
          to the public or ceases to be material and (B) 90 days after the
          Company makes such determination;

               (iii) the Company shall not be obligated to file a registration
          statement relating to a registration request pursuant to this Section
          2: (A) prior to the first anniversary of the closing of the Public
          Offering, (B) within a period of 365 calendar days after the effective
          date of any other registration statement of the Company demanded
          pursuant to this Section 2(a), or (C) if such registration request is
          for a number of Registrable Securities having a Fair Market Value on
          the business day immediately preceding the date of such registration
          request of less than $50,000,000.00; and

               (iv) the Company shall not be obligated to file a registration
          statement relating to a registration request pursuant to this Section
          2: (A) in the case of a registration request by Zapata or any
          Permitted Transferee that has acquired, in the transaction in which it
          became a Permitted Transferee, at least a majority of the then issued
          and outstanding Voting Stock, on more than three occasions after such
          time as Zapata or such Permitted Transferee, as the case may be, owns
          less than a majority of the voting power of the outstanding capital
          stock of the Company (it being acknowledged that so long as Zapata or
          such Permitted Transferee owns a majority of the voting power of the
          outstanding capital stock of the Company, there shall be no limit to
          the number of occasions on which Zapata or such Permitted Transferee
          may exercise such rights in accordance with, and subject to, the other
          provisions hereof), or (B) in the case of a Holder other than Zapata
          or a Permitted Transferee described in clause (A) above, on more than
          the number of occasions permitted such Holder in accordance with
          Section 11 hereof.

         (b) Notwithstanding any other provision of this Agreement to the
contrary:

               (i) a registration requested by a Holder pursuant to this Section
          2 shall not be deemed to have been effected (and, therefore, not
          requested for purposes of Section 2(a)), (A) unless the registration
          statement filed in connection therewith has become effective, (B) if
          after such registration statement has become effective, it becomes
          subject to any stop order, or there is issued an injunction or other
          order or decree of the SEC or other governmental agency or court for
          any reason other than a misrepresentation or an omission by such
          Holder, which injunction, order or decree prohibits or otherwise
          materially and adversely affects the offer and sale of the


                                      - 5 -



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          Registrable Securities so registered prior to the completion of the
          distribution thereof in accordance with the plan of distribution set
          forth in the registration statement or (C) if the conditions to
          closing specified in the purchase agreement or underwriting agreement
          entered into in connection with such registration are not satisfied by
          reason of some act, misrepresentation or omission by the Company and
          are not waived by the purchasers or underwriters; and

               (ii) nothing herein shall modify a Holder's obligation to pay
          Registration Expenses, in accordance with Section 4 hereof, that are
          incurred in connection with any withdrawn registration requested by
          such Holder.

         (c) In the event that any registration pursuant to this Section 2 shall
involve, in whole or in part, an underwritten offering, Holders owning at least
50.1% of the Fair Market Value of the Registrable Securities to be registered in
connection with such offering shall have the right to designate an underwriter
reasonably satisfactory to the Company as the lead managing underwriter of such
underwritten offering, and the Company shall have the right to designate one
underwriter reasonably satisfactory to such Holders as a co-manager of such
underwritten offering.

        (d) The Company shall have the right to cause the registration of
additional securities for sale for the account of any person (including the
Company) in any registration of Registrable Securities requested by any Holder
pursuant to Section 2(a) only to the extent the managing underwriter or other
independent marketing agent for such offering (if any) determines that, in its
opinion, the additional securities proposed to be sold will not materially and
adversely affect the offering and sale of the Registrable Securities to be
registered in accordance with the intended method or methods of disposition then
contemplated by such Holder. The rights of a Holder to cause the registration of
additional Registrable Securities held by such Holder in any registration of
Registrable Securities requested by another Holder pursuant to Section 2(a)
shall be governed by the agreement of the Holders with respect thereto as
provided in Section 11(a).

        (e) The Company shall not be obligated to file a registration statement
relating to a registration request by a Holder pursuant to this Section 2 from
and after such time as such Holder first owns Registrable Securities
representing (assuming for this purpose the conversion, exchange or exercise of
all Registrable Securities then owned by such Holder that are convertible into
or exercisable or exchangeable for Voting Stock of the Company) less than 10% of
the then issued and outstanding Voting Stock of the Company.

     3. Piggyback Registration. If the Company at any time proposes to register
any of its Common Stock or any other of its securities (collectively, "Other
Securities") under the Securities Act, whether or not for sale for its own
account, in a manner which would permit registration of Registrable Securities
for sale for cash to the public under the Securities Act, it will at such time
give prompt written notice to each Holder of its intention to do so at least 10
business days prior to the anticipated filing date of the registration statement
relating to such registration. Such notice shall offer each such Holder the
opportunity to include in


                                      - 6 -



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such registration statement such number of Registrable Securities as each such
Holder may request. Upon the written request of any such Holder made within 5
business days after the receipt of the Company's notice (which request shall
specify the number of Registrable Securities intended to be disposed of and the
intended method of disposition thereof), the Company shall effect, in the manner
set forth in Section 5, in connection with the registration of the Other
Securities, the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register, to the extent
required to permit the disposition (in accordance with such intended methods
thereof) of the Registrable Securities so requested to be registered, provided
that:

        (a) if at any time after giving written notice of its intention to
register any securities and prior to the effective date of such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to the Holders and, thereupon, (A) in the case of a
determination not to register, the Company shall be relieved of its obligation
to register any Registrable Securities in connection with such registration and
(B) in the case of a determination to delay such registration, the Company shall
be permitted to delay registration of any Registrable Securities requested to be
included in such registration for the same period as the delay in registering
such other securities, but, in either such case, without prejudice to the rights
of the Holders under Section 2;

        (b) (i) if the registration referred to in the first sentence of this
Section 3 is to be a registration in connection with an underwritten offering on
behalf of either the Company or holders of securities (other than Registrable
Securities) of the Company ("Other Holders"), and the managing underwriter for
such offering advises the Company in writing that, in such firm's opinion, such
offering would be materially and adversely affected by the inclusion therein of
Registrable Securities requested to be included therein because such Registrable
Securities are not of the same type, class or series as the securities to be
offered and sold in such offering on behalf of the Company and/or the Other
Holders, the Company may exclude all such Registrable Securities from such
offering provided that the Holder is permitted to substitute for the Registrable
Securities so excluded an equal number of Registrable Securities of the same
type, class or series as those being registered by the Company or the Other
Holders, if and to the extent such Holder owns Registrable Securities of such
type, class or series or can acquire Registrable Securities of such type, class
or series upon exercise or conversion of other Registrable Securities; and

     (ii) if the registration referred to in the first sentence of this Section
3 is to be a registration in connection with an underwritten primary offering on
behalf of the Company, and the managing underwriter for such offering advises
the Company in writing that, in such firm's opinion, such offering would be
materially and adversely affected by the inclusion therein of the Registrable
Securities requested to be included therein because the number or principal
amount of such Registrable Securities, considered together with the number or
principal amount of securities proposed to be offered by the Company, exceeds
the aggregate number or principal amount of securities which, in such firm's
opinion, can be sold in such offering without materially and adversely affecting
the offering, the Company shall include in such registration: (1) first, all
securities the Company proposes to sell for its


                                      - 7 -



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own account ("Company Securities") and (2) second, the number or principal
amount of Registrable Securities and securities, if any, requested to be
included therein by Other Holders in excess of the number or principal amount of
Company Securities which, in the opinion of such underwriter, can be so sold
without materially and adversely affecting such offering (allocated pro rata
among the Holders and the Other Holders on the basis of the number of securities
(including Registrable Securities) requested to be included therein by each
Holder and each such Other Holder); and

     (iii) if the registration referred to in the first sentence of this Section
3 is to be a registration in connection with an underwritten secondary offering
on behalf of Other Holders made pursuant to demand registration rights granted
by the Company to such Other Holders (the "Initiating Holders"), and the
managing underwriter for such offering advises the Company in writing that, in
such firm's opinion, such offering would be materially and adversely affected by
the inclusion therein of the Registrable Securities requested to be included
therein because the number or principal amount of such Registrable Securities,
considered together with the number or principal amount of securities proposed
to be offered by the Initiating Holders, exceeds the aggregate number or
principal amount of securities which, in such firm's opinion, can be sold in
such offering without materially and adversely affecting the offering, the
Company shall include in such registration; (1) first, to the extent the
registration rights granted to an Initiating Holder permit it to exclude other
securities from its registration on substantially the same basis as that set
forth in the first sentence of Section 2(d) hereof, all securities any such
Initiating Holder proposes to sell for its own account, and (2) second, the
number or principal amount of additional securities (including Registrable
Securities) that such managing underwriter advises can be sold without
materially and adversely affecting such offering, allocated pro rata among any
Other Holders to which clause (1) does not apply and the Holders on the basis of
the number of securities (including Registrable Securities) requested to be
included therein by each Holder and each such Other Holder,

        (c) the Company shall not be required to effect any registration of
Registrable Securities under this Section 3 incidental to the registration of
any of its securities in connection with stock option or other executive or
employee benefit or compensation plans of the Company;

        (d) no registration of Registrable Securities effected under this
Section 3 shall relieve the Company of its obligation to effect any registration
of Registrable Securities required of the Company pursuant to Section 2 hereof,
except as expressly provided in Section 2(a)(iv) to the extent such registration
under this Section 3 results in a reduction in ownership below the majority
threshold specified therein; and

        (e) the Company shall not be required to effect any registration of
Registrable Securities under this Section for any Holder from and after such
time as such Holder is able to dispose of all of its Registrable Securities
within a three-month period pursuant to Rule 144.


                                      - 8 -



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     4. Expenses. The Holders, on the one hand, by accepting Registrable
Securities, and the Company, on the other hand, each agree to pay one-half of
all Registration Expenses with respect to a registration pursuant to Section 2
hereof, provided that to the extent a registration pursuant to Section 2
includes the registration of shares for the Company or another person in
connection therewith, the Company or such other person shall pay all incremental
expenses of including such additional shares in the registration. The Holders'
portion of any Registration Expenses shall be allocated among them pro rata
based on each Holder's number or principal amount of Registrable Securities
included in such offering. The Company agrees to pay all Registration Expenses
with respect to a registration pursuant to Section 3 hereof. All Registration
Expenses to be paid by the Holder shall be paid within 10 days of the delivery
of a statement from the Company, such statements to be delivered not more
frequently than once every 30 days. All internal expenses of the Company or a
Holder in connection with any offering pursuant to this Agreement, including,
without limitation, the salaries and expenses of officers and employees,
including in-house attorneys, shall be borne by the party incurring them. All
Selling Expenses of the Holders participating in any registration pursuant to
this Agreement shall be borne by such Holders pro rata based on each Holder's
number of Registrable Securities included in such registration.

     5. Registration and Qualification. If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Section 2 or 3 hereof, the Company,
subject to Section 4 hereof, shall:

        (a) prepare and file a registration statement under the Securities Act
relating to the Registrable Securities to be offered as soon as practicable, but
in no event later than 45 days (60 days if the applicable registration form is
other than Form S-3) after the date notice is given, and use its best efforts to
cause the same to become effective within 90 days after the date notice is given
(120 days if the applicable registration form is other than Form S-3);

        (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective with respect to
the disposition of all Registrable Securities until the earlier of (i) such time
as all of such Registrable Securities have been disposed of in accordance with
the intended methods of disposition set forth in such registration statement and
(ii) the expiration of nine months after such registration statement becomes
effective; provided, that such nine-month period shall be extended for such
number of days that equals the number of days elapsing from (A) the date the
written notice contemplated by paragraph (f) below is given by the Company to
(B) the date on which the Company delivers to the Holders of Registrable
Securities the supplement or amendment contemplated by paragraph (f) below; and
provided further, that in the case of a registration to permit the exercise or
exchange of Exchangeable Securities for, or the conversion of Exchangeable
Securities into, Registrable Securities, the time limitation contained in clause
(ii) above shall be disregarded to the extent that, in the written opinion of
Zapata's counsel delivered to the Company, such Registrable Securities are
required to be covered by an effective registration statement under the
Securities Act at the time such Registrable Securities are issued upon exercise,
exchange or conversion of Registrable


                                      - 9 -



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<PAGE>



Securities in order for such Registrable Securities to be freely tradeable by
any person who is not an Affiliate of the Company or Zapata;

        (c) furnish to the Holders and to any underwriter of such Registrable
Securities such number of conformed copies of such registration statement and of
each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act, and such other
documents, as the Holders or such underwriter may reasonably request in order to
facilitate the public sale of the Registrable Securities, and a copy of any and
all transmittal letters or other correspondence to, or received from, the SEC or
any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to
such offering;

        (d) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions (domestic or foreign) as the Holders or any
underwriter of such Registrable Securities shall request, and use its best
efforts to obtain all appropriate registrations, permits and consents required
in connection therewith, and do any and all other acts and things which may be
necessary or advisable to enable the Holders or any such underwriter to
consummate the disposition in such jurisdictions of its Registrable Securities
covered by such registration statement; provided that the Company shall not for
any such purpose be required to register or qualify generally to do business as
a foreign corporation in any jurisdiction wherein it is not so qualified, or to
subject itself to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;

        (e) (i) use its best efforts to furnish an opinion of counsel for the
Company addressed to the underwriters and each Holder of Registrable Securities
included in such registration (each a "Selling Holder") and dated the date of
the closing under the underwriting agreement (if any) (or if such offering is
not underwritten, dated the effective date of the registration statement), and
(ii) use its best efforts to furnish a "cold comfort" letter addressed to each
Selling Holder, if permissible under applicable accounting practices, and signed
by the independent public accountants who have audited the Company's financial
statements included in such registration statement, in each such case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to underwriters in
underwritten public offerings of securities and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements;

        (f) immediately notify each Selling Holder in writing (i) at any time
when a prospectus relating to a registration pursuant to Section 2 or 3 hereof
is required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they


                                     - 10 -



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<PAGE>



were made, not misleading, and (ii) if any request by the SEC or any other
regulatory body or other body having jurisdiction for any amendment of or
supplement to any registration statement or other document relating to such
offering, and in either such case (i) or (ii) at the request of the Selling
Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading;

        (g) use its best efforts to list all such Registrable Securities covered
by such registration on each securities exchange and inter-dealer quotation
system on which the Common Stock is then listed, with expenses in connection
therewith (not including any future periodic assessments or fees for such
additional listing, which shall be paid by the Company) to be paid in accordance
with Section 4 hereof;

        (h) use its best efforts to list all Registrable Securities covered by
such registration statement on any securities exchange or inter-dealer quotation
system (in each case, domestic or foreign) not described in paragraph (g) above
as the Selling Holders or any underwriter of such Registrable Securities shall
request, and use its best efforts to obtain all appropriate registrations,
permits and consents required in connection therewith, and to do any and all
other acts and things which may be necessary or advisable to effect such
listing; provided, however, that, (i) notwithstanding Section 4, the Holders of
the Registrable Securities to be so listed shall pay all costs and expenses
incurred by the Company in connection with such listing and (ii) the Company
shall have no obligation to use its best efforts to so list Registrable
Securities if in the good faith opinion of counsel for the Company such listing
shall impose on the Company an ongoing material compliance obligation;

        (i) to the extent reasonably requested by the lead or managing
underwriters in connection with any underwritten offering, send appropriate
officers of the Company to attend any "road shows" scheduled in connection with
any such registration; and

        (j) furnish for delivery in connection with the closing of any offering
of Registrable Securities unlegended certificates representing ownership of the
Registrable Securities being sold in such denominations as shall be requested by
the Selling Holders or the underwriters.

     6. Exchangeable Securities. Zapata shall be entitled, if it intends to
offer any options, rights, warrants or other securities issued or to be issued
by it or any other person that are exercisable or exchangeable for or
convertible into any Registrable Securities ("Exchangeable Securities"), to
register the Registrable Securities underlying such options, rights, warrants or
other securities pursuant to (and subject to the limitations contained in)
Section 2 of this Agreement.


                                     - 11 -



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<PAGE>



     7. Underwriting; Due Diligence.

        (a) If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a registration requested under this
Agreement, the Company shall enter into an underwriting agreement, with such
underwriters for such offering, such agreement to contain such representations
and warranties by the Company and such other terms and provisions as are
customarily contained in underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities and contribution
substantially to the effect and to the extent provided in Section 8 hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 5(e) hereof. The Selling Holders on whose
behalf the Registrable Securities are to be distributed by such underwriters
shall be parties to any such underwriting agreement. Such underwriting agreement
shall also contain such representations and warranties by the Selling Holders on
whose behalf the Registrable Securities are to be distributed as are customarily
contained in underwriting agreements with respect to secondary distributions.
The Selling Holders may require that any additional securities included in an
offering proposed by a Holder be included on the same terms and conditions as
the Registrable Securities that are included therein.

        (b) In the event that any registration pursuant to Section 3 shall
involve, in whole or in part, an underwritten offering, the Company may require
the Registrable Securities requested to be registered pursuant to Section 3 to
be included in such underwritten offering on the same terms and conditions as
shall be applicable to the other securities being sold through underwriters
under such registration. If requested by the underwriters for such underwritten
offering, the Selling Holders on whose behalf the Registrable Securities are to
be distributed shall enter into an underwriting agreement with such
underwriters, such agreement to contain such representations and warranties by
the Selling Holders and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary distributions,
including, without limitation, indemnities and contribution substantially to the
effect and to the extent provided in Section 8 hereof. Such underwriting
agreement shall also contain such representations and warranties by the Company
and such other person or entity for whose account securities are being sold in
such offering as are customarily contained in underwriting agreements with
respect to secondary distributions.

        (c) In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, the
Company shall give the Holders of such Registrable Securities and the
Underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its banks and records and such opportunities
to discuss the business of the Company with its officers and the independent
public accountants who have certified the Company's financial statements as
shall be necessary, in the opinion of such Holders and such underwriters or
their respective counsel, to conduct a reasonable investigation within the
meaning of the Securities Act.


                                     - 12 -



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     (d) 8. Indemnification and Contribution.

        (a) In the case of each offering of Registrable Securities made pursuant
to this Agreement, the Company agrees to indemnify and hold harmless each
Holder, its officers and directors, each underwriter of Registrable Securities
so offered and each person, if any, who controls any of the foregoing persons
within the meaning of the Securities Act, from and against any and all claims,
liabilities, losses, damages, expenses and judgments, joint or several, to which
they or any of them may become subject, under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or
threatened which is approved by the indemnifying party as provided below, and
shall promptly reimburse them, as and when incurred, for any reasonable legal or
other expenses incurred by them in connection with investigating any claims and
defending any actions, insofar as such losses, claims, damages, liabilities or
actions shall arise out of, or shall be based upon, any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement (or in any preliminary or final prospectus included therein) or any
amendment thereof or supplement thereto, or in any document incorporated by
reference therein, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company shall not be liable
to a particular Holder in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement, or any omission, if such statement or
omission shall have been made in reliance upon and in conformity with
information relating to such Holder furnished to the Company in writing by or on
behalf of such Holder specifically for use in the preparation of the
registration statement (or in any preliminary or final prospectus included
therein) or any amendment thereof or supplement thereto. Such indemnity shall
remain in full force and affect regardless of any investigation made by or on
behalf of a Holder and shall survive the transfer of such securities. The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have to each Holder, any of such Holder's directors or officers,
underwriters of the Registrable Securities or any controlling person of the
foregoing; provided, further, that this indemnity does not apply in favor of any
underwriter or person controlling an underwriter (or if a Selling Holder offers
Registrable Securities directly without an underwriter, the Selling Holder) with
respect to any loss, liability, claim, damage or expense arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged
omission in any preliminary prospectus if a copy of a final prospectus was not
sent or given by or on behalf of an underwriter (or the Selling Holder, if the
Selling Holder offered the Registrable Securities directly without an
underwriter) to the person asserting such loss, claim, damage, liability or
action at or prior to the written confirmation of the sale of the Registrable
Securities as required by the Securities Act and such untrue statement or
omission had been corrected in such final prospectus.

        (b) In the case of each offering made pursuant to this Agreement, each
Holder of Registrable Securities included in such offering, by exercising its
registration rights hereunder, agrees to indemnify and hold harmless the
Company, its officers and directors and each person, if any, who controls any of
the foregoing within the meaning of the Securities Act (and if requested by the
underwriters, each underwriter who participates in


                                     - 13 -



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<PAGE>



the offering and each person, if any, who controls any such underwriter within
the meaning of the Securities Act), from and against any and all claims,
liabilities, losses, damages, expenses and judgments, joint or several, to which
they or any of them may become subject, under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or
threatened which is approved by the indemnifying party as provided below, and
shall promptly reimburse them, as and when incurred, for any legal or other
expenses incurred by them in connection with investigating any claim and
defending any actions, insofar as any such losses, claims, damages, liabilities
or actions shall arise out of, or shall be based upon, any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement (or in any preliminary or final prospectus included therein) or any
amendment thereof or supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but in each case only to the extent that
such untrue statement of a material fact is contained in, or such material fact
is omitted from, information relating to such Holder furnished in writing to the
Company by or on behalf of such Holder specifically for use in the preparation
of such registration statement (or in any preliminary or final prospectus
included therein). The foregoing indemnity is in addition to any liability which
such Holder may otherwise have to the Company, any of its directors or officers,
underwriters of the Registrable Securities or any controlling person of the
foregoing; provided, however, that this indemnity does not apply in favor of any
underwriter or person controlling an underwriter (or if the Company offers
Registrable Securities directly without an underwriter, the Company) with
respect to any loss, liability, claim, damage or expense arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged
omission in any preliminary prospectus if a copy of a final prospectus was not
sent or given by or on behalf of an underwriter (or the Company, if the Company
offered the Registrable Securities directly without an underwriter) to the
person asserting such loss, claim, damage, liability or action at or prior to
the written confirmation of the sale of the Registrable Securities as required
by the Securities Act and such untrue statement or omission had been corrected
in such final prospectus.

        (c) Each party indemnified under Paragraph (a) or (b) of this Section 8
shall, promptly after receipt of notice of any claim or the commencement of any
action against such indemnified party in respect of which indemnity may be
sought, notify the indemnifying party in writing of the claim or the
commencement thereof; provided that the failure to notify the indemnifying party
shall not relieve it from any liability which it may have to an indemnified
party on account of the indemnity agreement contained in paragraph (a) or (b) of
this Section 8, except to the extent the indemnifying party was prejudiced by
such failure, and in no event shall relieve the indemnifying party from any
other liability which it may have to such indemnified party. If any such claim
or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified


                                     - 14 -



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<PAGE>



party in connection with the defense thereof; provided that each indemnified
party, its officers and directors, if any, and each person, if any, who controls
such indemnified party within the meaning of the Securities Act, shall have the
right to employ separate counsel reasonably approved by the indemnifying party
to represent them if the named parties to any action (including any impleaded
parties) include both such indemnified party and an indemnifying party or an
Affiliate of an indemnifying party, and such indemnified party shall have been
advised by counsel either (i) that there may be one or more legal defenses
available to such indemnifying party that are different from or additional to
those available to such indemnified party or such Affiliate or (ii) a conflict
may exist between such indemnified party and such indemnifying party or such
Affiliate, and in that event the fees and expenses of one such separate counsel
for all such indemnified parties shall be paid by the indemnifying party. An
indemnified party will not settle any claim or action for which he or it is
being indemnified hereunder unless the terms thereof are first approved in
writing by the indemnifying party, such approval not to be unreasonably
withheld. The indemnifying party may not agree to any settlement of any such
claim or action which provides for any remedy or relief other than monetary
damages for which the indemnifying party shall be responsible hereunder, without
the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld. In any action hereunder as to which the indemnifying
party has assumed the defense thereof with counsel reasonably satisfactory to
the indemnified party, the indemnified party shall continue to be entitled to
participate in the defense thereof, with counsel of its own choice, but, except
as set forth above, the indemnifying party shall not be obligated hereunder to
reimburse the indemnified party for the costs thereof. In all instances, the
indemnified party shall cooperate fully with the indemnifying party or its
counsel in the defense of such claim or action.

        (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to herein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
the relative fault of the indemnifying party on the one hand and the indemnified
party on the other with respect to the statements or omissions which resulted in
such loss, claim, damage or liability, or action in respect thereof, as well as
any other relevant equitable considerations. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party on the one hand or the
indemnified party on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission, but not by reference to any indemnified party's stock
ownership in the Company. In no event, however, shall a Holder be required to
contribute in excess of the amount of the net proceeds received by such Holder
in connection with the sale of Registrable Securities in the offering which is
the subject of such loss, claim, damage or liability. The amount paid or payable
by an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this paragraph shall be deemed
to include, for purposes of this paragraph, any legal or other expenses
reasonably incurred by such


                                     - 15 -



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<PAGE>



indemnifying party in connection with investigating or defending any such action
or claim. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

     9. Rule 144. The Company shall take such measures and file such
information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 (or any successor provision). The
Company shall use its best efforts to cause all conditions to the availability
of Form S-3 (or any successor form thereto) under the Securities Act for the
filing of registration statements under this Agreement to be met as soon as
possible after the completion of the Public Offering.

     10. Holdback.

        (a) Each Holder agrees by the acquisition of Registrable Securities, if
so required by the managing underwriter of any offering of equity securities by
the Company, not to sell, make any short sale of, loan, grant any option for the
purchase of, effect any public sale or distribution of or otherwise dispose of
any Registrable Securities owned by such Holder, during the 30 days prior to and
the 90 days after the registration statement relating to such offering has
become effective (or such shorter period as may be required by the underwriter),
except as part of such underwritten offering. Notwithstanding the foregoing
sentence, each Holder subject to the foregoing sentence shall be entitled to
sell during the foregoing period any securities of the Company owned by it in a
private sale. The Company may legend and may impose stop transfer instructions
on any certificate evidencing Registrable Securities relating to the
restrictions provided for in this Section 10.

        (b) The Company agrees, if so required by the managing underwriter of
any offering of Registrable Securities, not to sell, make any short sale of,
loan, grant any option for the purchase of (other than pursuant to employee
benefit plans), effect any public sale or distribution of or otherwise dispose
of any of its equity securities during the 30 days prior to and the 90 days
after any underwritten registration pursuant to Section 2 or 3 hereof has become
effective, except as part of such underwritten registration and except pursuant
to registrations on Form S-4, S-8 or any successor or similar forms thereto.

     11. Transfer of Registration Rights.

        (a) A Holder may transfer all or any portion of its rights under this
Agreement to any transferee of Registrable Securities that represent (assuming
the conversion, exchange or exercise of all Registrable Securities so
transferred that are convertible into or exercisable or exchangeable for the
Company's Voting Stock) at least 20% of the then issued and outstanding Voting
Stock of the Company (each, a "Permitted Transferee"); provided, however, that
(i) with respect to any transferee of less than a majority but more than 30% of
the then issued and outstanding Voting Stock, the Company shall not be obligated
to file a registration statement pursuant to a registration request made by such
transferee pursuant to Section 2 hereof on more than two occasions, and (ii)
with respect to any transferee of 30% or less of the then issued and outstanding
Voting Stock, the


                                     - 16 -



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Company shall not be obligated to file a registration statement pursuant to a
registration request made by such transferee pursuant to Section 2 hereof on
more than one occasion. No transfer of registration rights pursuant to this
Section shall be effective unless the Company has received written notice from
the Holder of an intention to transfer at least 20 days prior to the Holder's
entering into a binding agreement to transfer Registrable Securities (10 days in
the event of an unsolicited offer). Such notice need not contain proposed terms
or name a proposed Permitted Transferee. On or before the time of the transfer,
the Company shall receive a written notice stating the name and address of any
Permitted Transferee and identifying the number and/or aggregate principal
amount of Registrable Securities with respect to which the rights under this
Agreement are being transferred and the scope of the rights so transferred. In
connection with any such transfer, the term Zapata as used in this Agreement
(other than in Section 2(a)(iv)) shall, where appropriate to assign the rights
and obligations hereunder to such Permitted Transferee, be deemed to refer to
the Permitted Transferee of such Registrable Securities. Zapata and any
Permitted Transferees may exercise the registration rights hereunder in such
priority, as among themselves, as they shall agree among themselves, and the
Company shall observe any such agreements of which it shall have notice as
provided above.

        (b) After any such transfer, the transferring Holder shall retain its
rights under this Agreement with respect to all other Registrable Securities
owned by such transferring Holder.

        (c) Upon the request of the transferring Holder, the Company shall
execute an agreement with a Permitted Transferee substantially similar to this
Agreement.

     12. Miscellaneous.

        (a) Injunctions. Each party acknowledges and agrees that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise breached.
Therefore, each party shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court having jurisdiction, such remedy
being in addition to any other remedy to which such party may be entitled at law
or in equity.

        (b) Severability. If any term or provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms and provisions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
each of the parties shall use its best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term or provision.

        (c) Further Assurances. Subject to the specific terms of this Agreement,
each of the parties hereto shall make, execute, acknowledge and deliver such
other instruments and documents, and take all such other actions, as may be
reasonably required


                                     - 17 -



<PAGE>

<PAGE>



in order to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.

        (d) Waivers, etc. Except as otherwise expressly set forth in this
Agreement, no failure or delay on the part of either party in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. Except as
otherwise expressly set forth in this Agreement, no modification or waiver of
any provision of this Agreement nor consent to any departure therefrom shall in
any event be effective unless the same shall be in writing and signed by an
authorized officer of each of the parties, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.

        (e) Entire Agreement. This Agreement contains the final and complete
understanding of the parties with respect to its subject matter. This Agreement
supersedes all prior agreements and understandings between the parties, whether
written or oral, with respect to the subject matter hereof. The paragraph
headings contained in this Agreement are for reference purposes only, and shall
not affect in any manner the meaning or interpretation of this Agreement

        (f) Counterparts. For the convenience of the parties, this Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original but all of which together shall be one and the same instrument.

        (g) Amendment. This Agreement may be amended only by a written
instrument duly executed by an authorized officer of each of the parties.

        (h) Notices. Unless expressly provided herein, all notices, claims,
certificates, requests, demands and other communications hereunder shall be in
writing and shall be deemed to be duly given (i) when personally delivered or
(ii) if mailed registered or certified mail, postage prepaid, return receipt
requested, on the date the return receipt is executed or the letter refused by
the addressee or its agent or (iii) if sent by overnight courier which delivers
only upon the signed receipt of the addressee, on the date the receipt
acknowledgment is executed or refused by the addressee or its agent or (iv) if
sent by facsimile or other generally accepted means of electronic transmission,
on the date confirmation of transmission is received (provided that a copy of
any notice delivered pursuant to this clause (iv) shall also be sent pursuant to
clause (ii) or (iii)), addressed as follows or sent by facsimile to the
following number (or to such other address or facsimile number for a party as it
shall have specified by like notice):


                                     - 18 -



<PAGE>

<PAGE>



               (i) if to Zapata, to:

                         Zapata Corporation
                         1717 St. James Place, Suite 770
                         Houston, Texas 77056
                         Attention:  Avram Glazer, Chief Executive Officer

                   with a copy to:

                         Mr. Avram Glazer
                         18 Stoney Clover Lane
                         Pittsford, New York 14534

              (ii) if to the Company, to:

                         Omega Protein Corporation
                         1717 St. James Place, Suite 550
                         Houston, Texas 77056
                         Attention:   Joseph L. von Rosenberg III,
                                      Chief Executive Officer and President

             (iii) if to a Holder of Registrable Securities, to the name
                   and address as the same appear in the security transfer
                   books of the Company,

or to such other address as either party (or other Holders of Registrable
Securities) may, from time to time, designate in a written notice in a like
manner.

        (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS
OF LAWS PRINCIPLES THEREOF.

        (j) Assignment. Except as specifically provided herein, the parties may
not assign their rights under this Agreement. The Company may not delegate its
obligations under this Agreement.

        (k) Conflicting Agreements. The Company shall not hereafter grant any
rights to any person to register securities of the Company, the exercise of
which would conflict with the rights granted to the Holders of the Registrable
Securities under this Agreement. The Company shall not hereafter grant to any
person demand registration rights permitting it to exclude the Holders from
including Registrable Securities in a registration on behalf of such person on a
basis more favorable than that set forth in Section 2(d) hereof with respect to
the Holders.


                                     - 19 -



<PAGE>

<PAGE>


         IN WITNESS WHEREOF, Zapata and the Company have caused this Agreement
to be duly executed by their authorized representative as of the date first
above written.

                                  ZAPATA CORPORATION



                                  By:
                                     --------------------------------------
                                  Name: Avram Glazer
                                  Title:  Chief Executive Officer


                                  OMEGA PROTEIN CORPORATION


                                  By:
                                     --------------------------------------
                                  Name: Joseph L. von Rosenberg III
                                  Title:  Chief Executive Officer and President



                                     - 20 -



<PAGE>
 




<PAGE>



                                                                    EXHIBIT 10.9


                               SUBLEASE AGREEMENT

     This SUBLEASE AGREEMENT ("Sublease") is made as of the ____ day of April,
1998, among ZAPATA CORPORATION, a Delaware corporation ("Sublessor") and OMEGA
PROTEIN CORPORATION, a Nevada corporation ("Subtenant").

                                R E C I T A L S:

     A. By Lease Agreement, dated June 30, 1995 (as previously and hereafter
amended from time to time, the "Primary Lease"), by and between Sublessor and
Patriot Saint James I Investors, L.P., a Delaware limited partnership
("Landlord"), Landlord leased to Sublessor approximately 10,245 square feet at
1717 St. James Place Houston, Harris County, Texas (the "Demised Premises"),
which, pursuant to an amendment, has been reduced to 6,707 square feet.

     B. Sublessor and Subtenant desire that Sublessor sublease to Subtenant
approximately 3,350 rentable square feet of Demised Premises ("Subleased
Premises").

                              P R O V I S I O N S:

     In consideration of the Recitals, the covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor and Subtenant hereby agree as follows:

                                    ARTICLE 1
                         SUBLEASE OF SUBLEASED PREMISES

     1.1 SUBLEASED PREMISES. Sublessor, in consideration of the rents,
covenants, agreements and conditions herein set forth which Subtenant hereby
agrees shall be paid, kept and performed, does hereby sublease unto Subtenant,
and Subtenant does hereby rent and sublease from Sublessor, the Subleased
Premises, subject to all encumbrances and other matters affecting the Subleased
Premises.

     1.2 HABENDUM CLAUSE. To have and to hold the Subleased Premises, together
with all and singular the rights and privileges appurtenant thereunto attaching
or in anywise belonging, exclusively unto Subtenant and its successors and
assigns (to the extent permitted herein), for the term set forth in Article 2
hereof, subject to termination as herein provided and all encumbrances and other
matters affecting the Subleased Premises and subject to and upon the covenants,
agreements, terms, provisions and limitations herein set forth.




<PAGE>
 
<PAGE>




                                    ARTICLE 2
                                      TERM

     The term of this Sublease shall commence on the date of the Closing of
Subtenant's initial public offering of its common stock. The date upon which the
term of this Sublease commences shall be herein called the "Commencement Date."
This Sublease shall terminate, unless sooner terminated pursuant to the
provisions hereof, on the earlier of (i) termination of the Primary Lease
(unless such termination was caused by a default by Subtenant under this
Sublease) or (ii) termination of Sublessor's right to possession of the Demised
Premises under the Primary Lease (unless such termination was caused by a
default by Subtenant under this Sublease).

                                    ARTICLE 3
                                      RENT

     The rent for the Subleased Premises shall be payable in advance on the
Commencement Date and on the first day of each month thereafter throughout the
term of this Sublease. Each monthly installment shall be in the amount of the
Sublessor's total monthly rental payments under the Primary Lease multiplied by
a fraction, the numerator of which is the square footage within the Subleased
Premises and the denominator of which is the total square footage of the Demised
Premises under the Primary Lease. Such rent shall include any and all
adjustments and escalation payments Sublessor is obligated to pay under the
Primary Lease. All unpaid rent under the Sublease shall be due upon termination
of this Sublease. The rent payable hereunder shall be payable to Sublessor,
without notice or demand and without deduction, abatement or setoff, in lawful
money of the United States, at the address of Sublessor set forth in the notice
provision of this Sublease. If the Commencement Date or the last date of the
term of this Sublease should be on any day other than the first or last date of
a calendar month, respectively, then the rent for such month shall be made on a
pro rata basis for the part of such month included within the term of this
Sublease. All past due installments of rent shall bear interest at the rate
which applies to past due payments in the Primary Lease and be subject to a late
charges in the amount provided in the Primary Lease.

                                       2



<PAGE>
 
<PAGE>




                                    ARTICLE 4
                     ADDITIONAL EXPENSES; SERVICES; PARKING

     4.1 ADDITIONAL EXPENSES. In addition to paying rent as set forth in Article
3, Subtenant shall pay its pro rata share of any additional costs and expenses
incurred by Sublessor under the Primary Lease or otherwise relating to the
Demised Premises as a whole, and shall pay all of any additional costs and
expenses (such as overtime air conditioning or heat) incurred by Sublessor with
respect to the Subleased Premises. Any such sums shall be due within five (5)
days of the date of an invoice therefor submitted by the Sublessor to Subtenant.

     4.2 PHONE SYSTEM. Subtenant currently utilizes Sublessor's telephone system
and related equipment. During the Term, Subtenant shall be permitted to continue
to use such phone system and related equipment and shall pay Sublessor therefor
with each rent payment hereunder a monthly fee equal to fifty percent (50%) of
the costs incurred by the Sublessor to own, lease and/or operate such phone
system payable with each rent payment hereunder. Such equipment shall remain the
property of Sublessor, and shall be returned to Sublessor upon termination of
this Sublease. In the event Subtenant requires additional phone equipment during
the Term, such equipment shall be acquired directly by Subtenant at Subtenant's
cost, which additional equipment shall be the property of Subtenant. Subtenant
shall pay, within five (5) days of invoice, all long distance charges incurred
by Subtenant billed to Sublessor, and Subtenant's pro rata share, based on the
number of phone extensions allocated to Sublessor, of local phone charges billed
to Sublessor.

     4.3 PARKING. Subtenant shall be entitled to the use of one-half of the
reserved parking spaces assigned to the Demised Premises. Subtenant shall not be
required to pay any additional fees for the use of such parking spaces.

                                    ARTICLE 5
                  USE OF PREMISES; CONSTRUCTION OF IMPROVEMENTS

     5.1 USE OF SUBLEASED PREMISES AND COMMON AREAS. The Subleased Premises
shall be used by Subtenant solely for office space and for no other purposes.
Subtenant will not suffer or permit the use of the Subleased Premises, or any
part thereof, in any manner that would violate any provision of the Primary
Lease. Subtenant agrees that its use of any common areas in or about the
building will not interfere with Sublessor's use thereof, and that Subtenant
will not do or permit to be done any act which would prohibit or hinder
Sublessor's use thereof.

                                        3




<PAGE>
 
<PAGE>




     5.2 CONSTRUCTION OF IMPROVEMENTS. Subtenant shall make no alterations,
installations, additions or improvements in or to the Subleased Premises without
the prior written consent of Sublessor and, if required under the Primary Lease,
the Landlord. Any such alterations, installations,additions or improvements
shall be made at Subtenant's sole cost and expense, must be made in compliance
with the terms of the Primary Leases, and may only be made by persons authorized
pursuant to the terms of the Primary Leases. The removal of such alterations,
installations, additions or improvements upon termination of this Sublease shall
be governed by the provisions of Article 10 of this Sublease.

                                    ARTICLE 6
                       ASSUMPTION AGREEMENT AND COVENANTS

     6.1 OBSERVANCE OF PRIMARY LEASE PROVISIONS. The Subtenant agrees with
Sublessor to fully and timely observe all of the provisions of the Primary Lease
respecting the Subleased Premises which are to be observed during the term
hereof by the Sublessor as tenant under the Primary Lease. None of the rights,
titles or interests of Sublessor under the Primary Leases are assigned to
Subtenant.

     6.2 SUPERIOR MATTERS. This Sublease, and all of Subtenant's rights and
estates hereunder, are and shall always be subject and subordinated to the
Primary Lease and all encumbrances and other matters affecting the building in
which the Demised Premises is situated and the land on which such building is
located. Subtenant acknowledges that it is familiar with the provisions of the
Primary Lease.

                                    ARTICLE 7
                      LIMITATION OF LIABILITY AND INDEMNITY

     7.1 INDEMNITY. Except for injury to any person, or damage to the property
of any person, proximately caused by the Sublessor or agents or employees of
Sublessor, Subtenant shall indemnify and save Sublessor and its agents and
employees harmless from and against all claims (including attorneys' fees and
court costs) arising from any act or omission of Subtenant or Subtenant's
agents, employees or contractors, or arising from any injury to any person or
damage to the property of any person occurring during the term of this Sublease
in or about the Demised Premises, including the Subleased Premises. Subtenant
agrees to use and occupy the Subleased Premises at its own risk and hereby
releases Sublessor, and agents or employees of Sublessor from all claims for any
damage or injury to the full extent permitted by law, unless such damage or
injury is proximately caused by the Sublessor or the agents or employees of
Sublessor.

                                       4



<PAGE>
 
<PAGE>




     7.2 INSURANCE. Subtenant shall secure and maintain in force comprehensive
general liability insurance, including contractual liability specifically
applying to the provisions of this Sublease and completed operations liability
for reasonable and appropriate limits with respect to bodily injury or death to
any number of persons in any one accident or occurrence and with respect to
property damage in any one accident or occurrence. All insurance maintained in
accordance with the provisions of this Section 7.2 shall be issued by reputable
insurance companies. If Subtenant fails to maintain such insurance, Sublessor,
at its election but without obligation to do so, may procure such insurance as
may be necessary to comply with these requirements, and Subtenant agrees to
repay the cost of same to Sublessor on demand, with interest thereon at the
maximum rate permitted by law from the date of expenditure until paid.

     7.3 CASUALTY OR CONDEMNATION. If the Subleased Premises are damaged by fire
or other casualty or are condemned or taken in any manner for a public use, and
this Sublease and the Primary Lease are not terminated as a result of such
occurrence, it shall be solely the obligation of Landlord pursuant to the terms
of the Primary Lease, and not of Sublessor, to repair, restore or rebuild the
Subleased Premises, and Subtenant shall not be entitled to any award for any
such condemnation.

                                    ARTICLE 8
                         CONDITION OF SUBLEASED PREMISES

     Subtenant shall accept possession of the Subleased Premises, and the
fixtures and appurtenances therein, on the Commencement Date in its then present
condition. Accordingly, Sublessor shall have no obligation what so ever to make
or construct any improvements within the Subleased Premises. Subtenant shall
maintain the Subleased Premises, and the fixtures and appurtenances therein, in
good order, repair and condition at all times.

                                    ARTICLE 9
                             [INTENTIONALLY OMITTED]

                                   ARTICLE 10
                             FURNITURE AND FIXTURES

     Subtenant may from time to time, and shall at the termination of this
Sublease, remove its trade fixtures, office supplies and movable office
furniture and equipment not attached to the Subleased Premises provided: (a)
Subtenant is not in default of any obligation or covenant under this Sublease at
the time of such removal; and (b) Subtenant promptly repairs all damage caused
by such removal. All other property at the Subleased Premises

                                       5



<PAGE>
 
<PAGE>



and any alteration, installation, addition or improvement in or to the Subleased
Premises (including wall-to-wall carpeting, paneling or other wall covering) and
any other article attached or affixed to the floor, walls or ceiling of the
Subleased Premises shall remain the property of Sublessor and shall remain upon
and be surrendered with the Subleased Premises as part thereof at the
termination of this Sublease (or at the termination of Subtenant's right to
possession of the Subleased Premises), Subtenant hereby waiving all rights to
any payment or compensation therefor.

                                   ARTICLE 11
                         EVENTS OF DEFAULT AND REMEDIES

     11.1 EVENTS OF DEFAULT. Each of the following acts or omissions of
Subtenant or occurrences shall constitute an "Event of Default":

     (a) Failure by Subtenant to pay rent or any other sum payable hereunder
within ten (10) days after receiving written notice from the Sublessor that such
payment is past due hereunder;

     (b) Failure to perform or observe any other covenant or condition of this
Sublease by Subtenant to be performed or observed within ten (10) days after
receiving written notice from Sublessor of its failure to perform or observe any
such covenant;

     (c) Abandonment or vacating of the Subleased Premises or any significant
portion thereof;

     (d) The filing or execution or occurrence of any of the following;
provided, however, in the case of any such filing or execution or occurrence
which is involuntary with respect to Subtenant, such filing or execution or
occurrence is not vacated within thirty (30) days after the occurrence thereof:
a petition in bankruptcy or other insolvency proceeding by or against Subtenant;
or petition or answer seeking relief under any provision of the United States
Bankruptcy Code, or an assignment for the benefit of creditors or composition,
or a petition or other proceeding by or against the Subtenant for the
appointment of a trustee, receiver or liquidator of Subtenant or any property of
Subtenant or a proceeding by any government authority for the dissolution or
liquidation of Subtenant; or

     (e) The termination or any occurrence giving rise to a right of termination
of any of the Primary Lease or termination of Sublessor's right to possession or
any occurrence giving rise to a right of termination of possession of the
Demised Premises under the Primary Lease caused (in whole or in part) by the
default of Subtenant under this Sublease.

                                       6



<PAGE>
 
<PAGE>



     11.2 REMEDIES. This Sublease and the term and estate hereby granted and the
demise hereby made are subject to the limitation that if and whenever any Event
of Default shall occur, and so long as such Event of Default remains uncured,
Sublessor may, at its option, in addition to all other rights and remedies given
hereunder or by law or equity, do either of the following:

     (a) Terminate this Sublease, in which event Subtenant shall immediately
surrender possession of the Subleased Premises to Sublessor; or

     (b) Enter upon and take possession of the Subleased Premises and remove
Subtenant and all other occupants therefrom, with or without having terminated
the Sublease.

     11.3 LIABILITY OF SUBTENANT UPON TERMINATION.

     (a) If Sublessor elects to terminate this Sublease by reason of an Event of
Default, then, notwithstanding such termination, Subtenant shall be liable for
and shall pay to Sublessor the sum of all rent and other indebtedness accrued to
the date of such termination, plus, as damages, an amount equal to the then
present value of the rent reserved hereunder for the remaining portion of the
term of this Sublease (had such term not been terminated by Sublessor prior to
the date of expiration stated in Article 2), less the then present value of the
fair rental value of the Subleased Premises for such period. All present values
shall be based on a three percent (3%) per annum discount rate.

     (b) If Sublessor elects to terminate this Sublease by reason of an Event of
Default, in lieu of exercising the rights of Sublessor under the preceding
subparagraph, Sublessor may instead hold Subtenant liable for all rent and other
indebtedness accrued to the date of such termination, plus such rent and other
indebtedness as would otherwise have been required to be paid by Subtenant to
Sublessor during the period following termination of the term of this Sublease
measured from the date of such termination by Sublessor until the date of
expiration stated in Article 2 (had Sublessor not elected to terminate this
Sublease on account of such Event of Default) diminished by any "Net Sums"(as
hereinafter defined) thereafter received by Sublessor through reletting the
Subleased Premises during said period. Actions to collect amounts due by
Subtenant provided for in this Section may be brought from time to time by
Sublessor during the aforesaid period, on one or more occasions, without the
necessity of Sublessor's waiting until expiration of such period; and in no
event shall Subtenant be entitled to any excess of rent (or rent plus other
sums) obtained by reletting over and above the rent provided for in this
Sublease. As used herein, the term "Net Sums" refers to all rent, if
any,received by Sublessor through reletting the Subleased Premises following
termination of this Sublease or termination of Subtenant's right to possession
of the Subleased Premises, reduced by any expenses incurred by Sublessor as
provided in Section 11.5.

                                       7



<PAGE>
 
<PAGE>



     11.4 LIABILITY OF SUBTENANT UPON REPOSSESSION. If Sublessor elects to
repossess the Subleased Premises without terminating this Sublease,then
Subtenant shall be liable for and shall pay to Sublessor all rent and other
indebtedness accrued to the date of such repossession, plus rent required to be
paid by Subtenant to Sublessor during the remainder of the term of this Sublease
(had such term not been terminated by Sublessor prior to the date of expiration
stated in Article 2), diminished by any Net Sums there after received by
Sublessor through reletting the Subleased Premises during said period. In no
event shall Subtenant be entitled to any excess of any rent obtained by
reletting over and above the rent herein reserved. Actions to collect amounts
due by Subtenant as provided in this Section 11.5 may be brought from time to
time, on one or more occasions, without the necessity of Sublessor's waiting
until the expiration of the term of this Sublease.

     11.5 ADDITIONAL OBLIGATIONS OF SUBTENANT UPON DEFAULT. In case of an Event
of Default, Subtenant shall also be liable for and shall pay to Sublessor, in
addition to any sum provided to be paid above, (a) broker's fees incurred by
Sublessor in connection with reletting the whole or any part of the Subleased
Premises; (b) the cost of removing and storing Subtenant's or other occupants'
property; (c) the cost of repairing the Subleased Premises into the condition
called for by the terms of this Sublease; and (d) all expenses incurred by
Sublessor in enforcing Sublessor's remedies, including reasonable attorneys'
fees.

     11.6 SUBLESSOR'S RIGHT TO REMEDY DEFAULTS. If Subtenant should fail to make
any payment or cure any default hereunder within the time herein permitted,
Sublessor, without being under any obligation to do so and without thereby
waiving such default, may make such payment and/or remedy such other default for
the account of Subtenant (and enter the Subleased Premises for such purpose),
and thereupon Subtenant shall be obligated to, and hereby agrees to, pay
Sublessor, upon demand, all costs, expenses and disbursements (including
reasonable attorneys' fees) incurred by Sublessor in taking such remedial action
together with interest on all such sums at the highest non-usurious rate
permitted by law from the date of such demand until payment.

     11.7 TENANT'S REMEDIES. In the event of any default by Sublessor, Subtenant
shall be entitled to bring an action for damages and/or for declaratory or
injunctive relief (in addition to any other relief or remedies that it may have
at law or in equity), but prior to any such action Subtenant will give Sublessor
written notice specifying such default with particularity, and Sublessor shall
thereupon have ten (10) days (plus such additional reasonable period as may be
required in the exercise by Sublessor of due diligence) in which to cure any
such default. Unless and until Sublessor fails to so cure any default after such
notice, Subtenant shall not have any remedy or cause of action by reason
thereof. All obligations of Sublessor hereunder will be construed as covenants,
not conditions; and all such obligations will be binding upon Sublessor only
during the period of its possession of the Subleased Premises and not
thereafter.

                                       8



<PAGE>
 
<PAGE>




                                   ARTICLE 12
                            MISCELLANEOUS PROVISIONS

     12.1 TEXAS LAW TO APPLY. THIS SUBLEASE SHALL BE CONSTRUED UNDER AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE
PARTIES CREATED HEREUNDER ARE PERFORMABLE IN HARRIS COUNTY,TEXAS.

     12.2 PARTIES BOUND. This Sublease shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.

     12.3 LEGAL CONSTRUCTION. In case any one or more of the provisions
contained in this Sublease shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Sublease shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.

     12.4 PRIOR AGREEMENTS SUPERSEDED. This Sublease constitutes the sole and
only agreement of the parties hereto with respect to the Subleased Premises and
supersedes any prior understandings or written or oral agreements between the
parties respecting the within subject matter.

     12.5 NONWAIVER. Neither acceptance of rent by Sublessor nor failure by
Sublessor to complain of any action, non-action or default of Subtenant shall
constitute a waiver of any of Sublessor's rights hereunder. Waiver by Sublessor
of any right for any default of Subtenant shall not constitute a waiver of any
right for either a subsequent default of the same obligation or any other
default. Receipt by Sublessor of Subtenant's keys to the Subleased Premises
shall not constitute an acceptance of surrender of the Subleased Premises.
Failure by Subtenant to complain of any action, non-action or default by
Sublessor shall not constitute a waiver of any of Subtenant's rights hereunder.
Waiver by Subtenant of any right for any default of Sublessor shall not
constitute a waiver of any right for either a subsequent default of the same
obligation or any other default.

     12.6 BROKERS. Each party hereto acknowledges that no broker has been
employed with respect to this Sublease. Sublessor hereby agrees to defend,
indemnify and hold harmless Subtenant, and Subtenant hereby agrees to defend,
indemnify and hold harmless Sublessor, from and against any claim by third
parties for brokerage, commission, finder's or other fees relative to this
Sublease or the subleasing of the Subleased Premises to Subtenant, and any court
costs, attorneys' fees or other costs or expenses arising therefrom, which are
alleged to be due by authorization of the indemnifying party.

                                       9


<PAGE>
 
<PAGE>



     12.7 NOTICES. Any notice provided or permitted to be given under this
Sublease must be in writing and may be served (i) by depositing same in the
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested; (ii) by delivering the
same in person to such party; or (iii) by prepaid telegram or telex. Notice
shall be effective upon receipt. For purposes of notice, the addresses of the
parties shall be as follows:

      If to Sublessor:      Zapata Corporation
                            1717 St. James Place, Suite 550
                            Houston, Texas  77506
                            Attention:     Avram Glazer, Chief Executive Officer

             with a copy to:

                            Mr. Avram Glazer
                            18 Stoney Clover Lane
                            Pittsford, New York  14534

      If to Subtenant:      Omega Protein, Inc.
                            1717 St. James Place, Suite 550
                            Houston, Texas  77210
                            Attention:     Joseph L. von Rosenberg III,
                                           Chief Executive Officer and President

Either party may change its address for notice by giving written notice thereof
to the other party in accordance with the foregoing provisions of this Section
11.8.

     12.8 SURRENDER OF SUBLEASED PREMISES. Upon termination or expiration of
this Sublease for any reason whatsoever, Subtenant shall peaceably quit, deliver
up and surrender the Subleased Premises to Sublessor (i) free of all claims and
encumbrances and (ii) in good order, repair and condition and in the same
condition as the Subleased Premises will be on the Commencement Date, ordinary
wear and tear excepted. Upon such termination or expiration, Sublessor may,
without further notice, enter upon, re-enter and repossess itself of the
Subleased Premises by force, summary proceedings, ejectment or otherwise, and
may dispossess or remove Subtenant from the Subleased Premises.

     12.9 NO PARTNERSHIP. This Sublease shall create a landlord-tenant
relationship only between Sublessor and Subtenant. In no event shall this
Sublease create or be deemed to create a partnership, joint venture or any other
type of relationship.

                                       10



<PAGE>
 
<PAGE>




     12.10 NO FILING OF LEASE OR MEMORANDUM. Neither this Sublease nor any
memorandum hereof shall be filed for record without the written consent of
Sublessor, Landlord and Subtenant.

     IN WITNESS WHEREOF as of the first day written above, but effective as of
the Commencement Date.

                                             OMEGA PROTEIN CORPORATION

                                             By:_______________________________
                                             Name:
                                             Title:

                                             ZAPATA CORPORATION

                                             By:_______________________________
                                             Name:
                                             Title:









                                       11





<PAGE>




<PAGE>



                                                                   EXHIBIT 10.10



                        ADMINISTRATIVE SERVICES AGREEMENT


     This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is entered into as of
April__, 1998 by and between ZAPATA CORPORATION, a Delaware corporation
("Zapata"), and OMEGA PROTEIN CORPORATION, a Nevada corporation ("Protein").

                                R E C I T A L S:

     A. Prior to execution of this Agreement, Protein was a wholly-owned
subsidiary of Zapata.

     B. Protein has completed on this date the issuance of new shares in an
initial public offering (the "IPO") and Zapata has sold in such IPO a portion of
the shares of Protein that it owned reducing Zapata's ownership of Protein's
outstanding common stock to approximately 66.2% of Protein's outstanding common
stock (or 62.1% of Protein's outstanding common stock if the underwriters
exercise their over-allotment options).

     C. During the last three years, Zapata relied on Protein for the provision
of certain administrative services.

     D. Zapata and Protein have agreed that, following the IPO, Protein will
continue to provide services to Zapata pursuant to the terms of this Agreement.

     NOW, THEREFORE, for and in consideration of the mutual agreements contained
herein, the parties hereby agree as follows:

     1. SERVICES. Protein will provide the services described on Exhibit A to
Zapata and may, in its sole discretion, provide such other services as Zapata
may request from time to time (all such services referred to herein as the
"Services"). The Services shall include those rendered to majority-owned
subsidiaries of Zapata (other than Protein), whether now existing or hereafter
becoming subsidiaries. Zapata may, upon reasonable notice to Protein, from time
to time, delete from the Services, prospectively, any category listed on Exhibit
A or thereafter added, or any reasonably determined subcategory thereof.

     2. FEES AND EXPENSES.

        (a) Zapata will pay Protein fees ("Fees") for the Services provided by
Protein to Zapata hereunder equal to Protein's cost of providing such Services,
as reasonably determined by Protein. Such Fees will include an allocation of
Protein's general and administrative overhead expense relating to such Services.
Protein may, but shall not be obligated to, determine such cost using the same
methods employed by Protein to allocate costs to Zapata for such Services prior
to the IPO.




<PAGE>

<PAGE>


        (b) Zapata will reimburse Protein for any reasonable and necessary
out-of-pocket expenses incurred in connection with the provision of the
Services, including any taxes or other governmental impositions attributable to
the provision of the Services (other than income or other similar taxes assessed
on the Fees). Protein will not have any obligation to advance funds on behalf of
Zapata.

        (c) Protein will invoice Zapata for the Fees and expenses due hereunder
at the intervals determined by Protein from time to time. All invoices will be
due and payable within five (5) calendar days after the date of the invoice.

     3. INFORMATION AND RECORDS.

        (a) Zapata will make available to Protein on a timely basis all
information which is reasonably necessary for Protein to provide the Services.

        (b) Protein will maintain records with respect to the Services which are
substantially similar to those maintained with respect to similar Services
provided for its own account, and will provide those records to Zapata upon
termination of this Agreement.

     4. LIABILITY.

        (a) Protein makes no express or implied warranty with respect to the
Services.

        (b) Protein will be liable to Zapata for any Loss (hereinafter defined)
suffered by Zapata during the term of this Agreement as a result of acts or
omissions of Protein or any stockholder, director, officer or employee of
Protein or any attorney, accountant, representative or agent retained by Protein
("Associates") in connection with the Services provided only if and to the
extent that (i) the acts or omissions constitute gross negligence or willful
misconduct or willful disregard of instructions or directions provided by Zapata
as contemplated in Section 6, (ii) the acts or omissions would be covered by
Protein's insurance coverage under crime, fidelity or fiduciary insurance (if
any). In any event, except to the extent covered by Protein's crime, fidelity or
fiduciary insurance, (i) any claim for damages from Protein in connection with a
Service provided will be limited to the amount of Fees charged with respect to
the Service, and (iii) Protein will not be liable to Zapata for any incidental
or consequential damages, lost profits or opportunities, or exemplary or
punitive damages.

        As used herein, "Loss" means any and all claims, liabilities,
obligations, losses, deficiencies and damages or judgments of any kind or nature
whatsoever incurred by the person seeking recovery of such Loss and arising
from, asserted against, or associated with the furnishing or failure to furnish
the Services, regardless of by whom asserted and regardless of whether or not
any such loss is known or unknown, fixed or contingent or asserted or unasserted
incurred by Protein in connection with the provision of the Services.


                                      - 2 -



<PAGE>

<PAGE>


     5. INDEMNITY. Except as provided in Section 4(b), Zapata will indemnify
Protein and its Associates and hold Protein and its Associates harmless from any
and all Losses arising from, asserted against or associated with the provision
of Services by Protein to Zapata.

     6. AUTHORITY. In providing the Services, Protein may take such actions,
make such decisions and exercise such judgement on behalf of Zapata as Protein
may deem appropriate and necessary unless Zapata gives Protein prior written
notice that it should consult with particular officers or employees of Zapata
prior to taking such actions, making such decisions or exercising such
judgement. In matters as to which Zapata provides instructions or directions as
to matters requiring decision or the exercise of judgment, Protein shall follow
such instructions or directions.

     7. FORCE MAJEURE. Protein will not be liable to Zapata for any failure to
comply with this Agreement caused, directly or indirectly, by (a) a fire, flood,
explosion, riot, rebellion, revolution, labor trouble (whether or not due to the
fault of such Party), requirements or acts of any government authority or agency
or subdivision thereof, loss of source of supplies or other inability to obtain
materials or suppliers, or (b) any other cause, whether similar or dissimilar to
the foregoing, beyond the reasonable control of the parties hereto.

     8. TERM. This Agreement, and Protein's obligation to provide Services
hereunder, shall continue until Zapata gives Protein five (5) days advance
written notice or upon written notice from Protein to Zapata if Zapata
materially breaches this Agreement and fails to cure such breach within thirty
(30) days after receiving written notice thereof from Protein. Any outstanding
Fees and expenses as well as Zapata's obligation to indemnify Protein shall
survive the termination of this Agreement indefinitely.

     9. NOTICES. All notices, demands, requests, or other communications which
may be or are required to be given, served, or sent by a party pursuant to this
Agreement will be in writing and will be (a) personally delivered, (b) mailed by
first class, registered or certified mail, return receipt requested, postage
prepaid, (c) sent by an internationally recognized express delivery service or
(c) transmitted by facsimile, address as follows:

        (i) if to Protein:

            Omega Protein Corporation
            1717 St. James Place, Suite 550
            Houston, Texas  77210
            Attention:  Joseph L. von Rosenberg III,
                        Chief Executive Officer and President


                                      - 3 -



<PAGE>

<PAGE>



        (ii) if to Zapata:

             Zapata Corporation
             1717 St. James Place, Suite 550
             Houston, Texas  77210
             Attention: Avram Glazer, Chief Executive Officer

             with a copy to:

             Mr. Avram Glazer
             18 Stoney Clover Lane
             Pittsford, New York  14534

     Each party may designate by notice in writing a new address or facsimile
number to which any notice may be given, served or sent. Each notice will be
deemed sufficiently given, served, sent or received when it is delivered to the
addressee, with an affidavit of personal delivery, the return receipt, the
delivery receipt or when delivery is refused by the addressee. Each notice or
other communication sent by facsimile will be deemed sufficiently given only if
a copy of the notice or communication is immediately sent by one of the methods
specified in (a), (b) or (c) above.

     10. MISCELLANEOUS.

        (a) This Agreement sets forth the entire agreement of the parties with
respect to the Services and supersedes all previous agreements, understandings
or negotiations with respect to the Services.

        (b) The rights and obligations set forth in this Agreement may be
amended, modified or supplemented only by a writing signed by each party.

        (c) A party may waive a right under this Agreement only by a written
waiver signed by the party. No failure to exercise or delay in exercising a
right under this Agreement will constitute a waiver of that right.

        (d) If any provision of this Agreement is found invalid, illegal or
unenforceable, the provision will be ineffective only to the extent of the
invalidity, illegality or unenforceability, and the other provisions of this
Agreement will remain in full force and effect.

        (e) A party may not assign its rights, and a Party may not delegate its
obligations, under this Agreement unless it first obtains the written consent of
the other party, which may be withheld at the other party's discretion,
provided, however, that Protein may assign its rights to any wholly-owned
subsidiary of Protein without Zapata's consent, provided that no such assignment
to a subsidiary shall relieve Protein of its obligations hereunder.


                                      - 4 -



<PAGE>

<PAGE>



        (f) Except as permitted under Subsection (e), this Agreement will not
inure to the benefit of any Person other than the Parties.

        (g) This Agreement will be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware.

        (h) This Agreement may be executed in counterparts.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf as of the date first above written.


                               ZAPATA CORPORATION


                               By:
                                  ------------------------------------
                               Name: Avram Glazer
                               Title:  Chief Executive Officer


                               OMEGA PROTEIN CORPORATION


                               By:
                                  ------------------------------------
                               Name: Joseph L. von Rosenberg III
                               Title:  Chief Executive Officer and President


                                      - 5 -



<PAGE>

<PAGE>



                                    EXHIBIT A

                             DESCRIPTION OF SERVICES

A.   Accounting:

     1.   Maintain a general ledger.

     2.   Furnish general bank account checks and reconcile general bank
          account.

     3.   Process vendor invoices and employee expense reports approved by
          Zapata for payment.

     4.   Input accounts receivable in accordance with instructions from Zapata
          personnel; post cash receipts; provide A/R aging as requested (not
          more often than once per week).

     5.   Maintain fixed asset records (acquisition-disposal-depreciation
          schedules).

     6.   Provide project profit and cost accounting statements.

     7.   Provide quarterly financial information for use by Zapata personnel in
          preparing quarterly financial statements; bonus calculations; trial
          balance; and financial statements.

B.   Securities and Investor Relations Matters

     1.   Prepare documents required to be filed by Zapata under the Securities
          Exchange Act of 1934 and the New York Stock Exchange.

     2.   Public relations, including coordinating analyst calls and preparing
          and distributing press releases.

C.   Payroll:

     1.   Maintain employee data base and input payroll information.

     2.   Distribute payroll checks.

D.   Tax:

     1.   Prepare and file all state and federal income and sale/use tax returns
          with a due date during the term of this Agreement.


                                      - 6 -



<PAGE>

<PAGE>


E.   Benefits:

     1.   Administer Profit Sharing Plan and Pension Plan.

     2.   Administer health and medical benefits plans




                                      - 7 -







<PAGE>






<PAGE>


================================================================================

                                      LEASE


                           GENERAL JACKSON PARTNERSHIP

                                    Landlord



                                       To



                            ZAPATA HAYNIE CORPORATION

                                     Tenant



                                 April ___, 1985

================================================================================




<PAGE>


<PAGE>


                                TABLE OF CONTENTS

Article One - Leased Premises.............................................. 1

        Section 1.01 Description........................................... 1
        Section 1.02 Rentable Area......................................... 1
        Section 1.03 Construction of Leased Premises....................... 1
        Section 1.04 Ownership of Movables................................. 1
        Section 1.05 Parking............................................... 2
        Section 1.06 Building Name......................................... 2
        Section 1.07 Supplementary Agreement............................... 2

Article Two - Term......................................................... 2

        Section 2.01 Lease Term............................................ 2
        Section 2.02 Inability to Deliver Possession....................... 2

Article Three - Rent....................................................... 2

        Section 3.01 Base Rent............................................. 2
        Section 3.02 Real Property Taxes and Adjustments................... 3
        Section 3.03 Net Lease............................................. 3

Article Four - Use and Operation........................................... 4

        Section 4.01 Permitted Uses........................................ 4
        Section 4.02 Prohibited Activities................................. 4
        Section 4.03 Compliance With Laws, Rules and Regulations........... 4
        Section 4.04 Landlord's Entry of Premises.......................... 4
        Section 4.05 Peaceful Possession................................... 4
        Section 4.06 Tenant's Compliance With Laws..........................4

Article Five - Maintenance and Alterations................................. 5

        Section 5.01 Maintenance........................................... 5
        Section 5.02 Tenant's Maintenance.................................. 5
        Section 5.03 Authorized Representatives............................ 5
        Section 5.04 Alterations........................................... 5
        Section 5.05 Mechanics Lien........................................ 6

Article Six - Utilities and Services....................................... 5





<PAGE>


<PAGE>



        Section 6.01 Electricity and Water.................................. 6
        Section 6.02 Janitorial Service..................................... 6
        Section 6.03 Security............................................... 6
        Section 6.04 Bulb Replacement....................................... 6
        Section 6.05 Graphics............................................... 6

Article Seven - Insurance, Indemnity and Exculpation........................ 6

        Section 7.01 Landlord's Insurance................................... 6
        Section 7.02 Requirements of Tenant's Insurance..................... 7
        Section 7.03 Waiver of Subrogation.................................. 7
        Section 7.04 Indemnity.............................................. 8

Article Eight - Destruction and Restoration................................. 8

        Section 8.01 Partial Destruction and Restoration.................... 8
        Section 8.02 Total Destruction and Restoration...................... 8

Article Nine - Expropriation................................................ 8

        Section 9.01 Total Taking........................................... 8
        Section 9.02 Partial Taking......................................... 8
        Section 9.03 Award.................................................. 9

Article Ten - Assignment and Sublease....................................... 9

        Section 10.01 Prohibition of Assignment of Sublease................. 9
        Section 10.02 Permitted Assignments................................. 9
        Section 10.03 Prohibition of Involuntary Assignments................ 9
        Section 10.04 Assignment by Landlord................................ 9
        Section 10.05 Changes in Corporate Ownership........................10

Article Eleven - Subordination and Estoppel................................ 10

        Section 11.01 Subordination.........................................10
        Section 11.02 Estoppel Certificates.................................10

Article Twelve - Defaults and Remedies......................................11

        Section 12.01 Tenant's Default......................................11
        Section 12.02 Landlord's Remedies...................................11
        Section 12.03 Landlord's Right to Cure..............................12
        Section 12.04 Interest..............................................12
        Section 12.05 Landlord's Default....................................13


                                      -ii-




<PAGE>


<PAGE>



        Section 12.06 Limitation of Landlord's Liability....................13
        Section 12.07 Mortgagee Protection Clause...........................13

Article Thirteen - Surrender of Leased Premises.............................13

        Section 13.01 Surrender.............................................13
        Section 13.02 Holding Over..........................................13

Article Fourteen - Right of First Refusal to Purchase.......................14

        Section 14.01 Offer by Landlord.....................................14
        Section 14.02 Third Party Offer.....................................14

Article Fifteen - Miscellaneous.............................................14

        Section 15.01 Approval of Lease by Mortgagee........................14
        Section 15.02 Notices...............................................14
        Section 15.03 Non-Waiver............................................15
        Section 15.04 Force Majeure.........................................15
        Section 15.05 Entire Agreement......................................15
        Section 15.06 Captions..............................................15
        Section 15.07 Successors and Assigns................................15
        Section 15.08 Severability..........................................16
        Section 15.09 Governing Law.........................................16


                                      -iii-




<PAGE>


<PAGE>



                             INDEX OF DEFINED TERMS

Applicable Laws............................................................. 4

Authorized Representative................................................... 5

Base Rent................................................................... 3

Basic Annual Rental......................................................... 2

Commencement Date........................................................... 2

Date of Taking.............................................................. 8

Event of Default............................................................11

Landlord.................................................................... 1

Leased Premises............................................................. 1

Lease Term.................................................................. 2

Movables.................................................................... 1

Real Property Taxes......................................................... 3

Rentable Area............................................................... 1

Rules and Regulations....................................................... 4

Tenant...................................................................... 1

Termination Date............................................................ 2





<PAGE>


<PAGE>



                                 LEASE AGREEMENT

     This lease agreement is made and entered into this ___ day of April, 1985,
by and between General Jackson Partnership, a Louisiana general partnership
domiciled in Tangipahoa Parish, whose permanent mailing address is 1518 Martens
Drive, Hammond, Louisiana 70401 (the "Landlord") and Zapata Haynie Corporation,
a Virginia corporation, whose permanent mailing address is Post Office Box 2868,
Hammond, Louisiana 70404 (the "Tenant").

                                   ARTICLE ONE
                                 LEASED PREMISES

         SECTION 1.01 DESCRIPTION. Landlord leases to Tenant the land and
building and parking facility described in Exhibit "A" to this Lease (the
"Leased Premises").

     SECTION 1.02 RENTABLE AREA. The term "Rentable Area" shall refer to all
floor areas of the Building measured from the exterior of the outer wall of the
Building to the exterior of the opposite outer wall including mechanical and
electrical roms, service areas, stairwells, elevator shafts, flues, vents,
stacks, pipe shafts and vertical ducts.

     SECTION 1.03 CONSTRUCTION OF LEASED PREMISES. Landlord and Tenant
acknowledge that as of the date hereof, the improvements of which the Leased
Premises are a part have not been constructed. The Building which shall comprise
a portion of the Leased Premises shall be a two-story office building containing
approximately 17,000 square feet of Rentable Area and related surface parking
area and landscaping, which Landlord hereby agrees to construct on the land
described in Exhibit "A" in accordance with the Plans and Specifications of
Dietz, Prince, Fischrupp, Architects, Mobile, Alabama, which are to be submitted
to and approved by the Tenant. The plans may be modified from time to time, by
joint consent in writing of Landlord and Tenant. The Building shall be
constructed by contractor selected by Landlord and pursuant to the provisions of
Exhibit "B" of this Lease.

     SECTION 1.04 OWNERSHIP OF MOVABLES. Tenant may remove its trade fixtures,
office supplies, and movable office furniture and equipment not attached to the
Building (hereinafter called "Movables") provided: (a) such removal is made
prior to the termination of the term of this Lease; (b) Tenant is not in default
of any obligation or covenant under this Lease at the time of such removal; and
(c) Tenant promptly repairs all damage caused by such removal. If Tenant does
not remove such Movables prior to surrender of the Leased Premises, then in
addition to its other remedies granted under this Lease, Landlord may have such
Movables removed and all resulting damages to the Leased Premises or Building
repaired at Tenant's expense. Such Movables will automatically become the
property of Landlord upon termination of this Lease and may be disposed of as
Landlord determines, and Tenant shall not have any right to reimbursement
therefore. All other property on the




<PAGE>


<PAGE>


Leased Premises and any alteration or addition to the Leased Premises (including
wall-to-wall carpeting, paneling or other wall covering) and any other article
attached or affixed to the floor, wall or ceiling of the Leased Premises shall
become the property of Landlord and shall remain upon and be surrendered with
the Leased Premises as a part thereof at the termination of this Lease, Tenant
hereby waiving all rights to payment of compensation therefor.

     SECTION 1.05 PARKING. Tenant shall have the right to park automobiles in
the parking areas to be constructed by Landlord without additional charge.
Landlord shall not be held responsible for any loss of property or injury to any
person parking an automobile on the Leased Premises.

     SECTION 1.06 BUILDING NAME. The name of the building shall be acceptable
and reflect the identity of Tenant, and shall not be changed without the prior
written consent of Tenant.

     SECTION 1.07 SUPPLEMENTARY AGREEMENT. Within thirty (30) days after the
Commencement Date, Landlord and Tenant shall execute an agreement supplementary
hereto setting forth: the Commencement Date, the Termination Date, the Rentable
Area of the Building, the Basic Annual Rental based upon the Rentable Area.

                                   ARTICLE TWO
                                      TERM

     SECTION 2.01 LEASE TERM. This Lease shall be in effect for a term of 180
months (the "Lease Term") commencing on the 180th day after the date on which
Landlord receives Tenant's written approval of the final plans and
specifications for the Building or the date on which Tenant takes occupancy of
the Leased Premises, whichever date is the first to occur (the "Commencement
Date") and expiring 180 months thereafter unless sooner termination as provided
herein or by law (the "Termination Date").

     SECTION 2.02 INABILITY TO DELIVER POSSESSION. If for any reason the Leased
Premises are not ready for occupancy by the date occurring 180 days after the
date on which Landlord receives from Tenant written approval of final plans and
specifications for the Building, Landlord shall be liable for all additional
costs and expenses of Tenant incurred as a result thereof, provided, however,
that any delay caused by Tenant or by force majeure (as defined in Article 15.04
below) shall serve to extend the 180 day period, on a day-for-day basis.

                                  ARTICLE THREE
                                      RENT

     SECTION 3.01 BASE RENT. Tenant shall pay to Landlord Basic Annual Rental
for the Leased Premises a sum equal to the amount calculated as follows:


                                       -2-




<PAGE>


<PAGE>



                                             Basic Annual Rental
                                             Per Square Foot
                Lease Years                  of Rentable Area
                -----------                  -------------------

                   1-3                           $10.35
                   4-6                            11.28
                   7-9                            12.30
                  10-12                           13.41
                  13-15                           14.62

Basic Annual Rental shall be payable in monthly installments in the amount of
1/12 of the Basic Annual Rental in advance on the first day of each month
beginning on the Commencement Date. Monthly installments of Basic Annual Rental
is referred to herein as "Base Rent." If the Commencement Date is not the first
day of the month, the Base Rent for the remainder of that month will be pro
rated at the rate of 1/30 of the Base Rent per day. All rent shall be paid to
Landlord at c/o Southern States Management Corporation, Post Office Box 54601,
New Orleans, Louisiana 70134, or at such other address as Landlord shall notify
Tenant in writing.

     SECTION 3.02 REAL PROPERTY TAXES AND ADJUSTMENTS. In addition to the
payment of Base Rent, Tenant shall be responsible for the payment of all taxes
and general and special assessments ("Real Property Taxes") against the Leased
Premises, provided that Tenant shall be advised by Landlord of the amount of
Real Property Taxes at least 20 days prior to the date of such Real Property
Taxes become delinquent. Tenant shall pay such amounts to Landlord at least 7
days prior to the date such Real Property Taxes become delinquent provided,
however, that Landlord shall in all events give Tenant reasonable opportunity to
require Landlord to contest the amount of such Real Property Taxes, at the sole
cost and expense of Tenant. Tenant shall be responsible for paying the ad
valorem taxes on its personal property and the value of Tenant Improvements to
the extent that such improvements are assessed separately from the Building. If
at any time during the Term the present method of taxation shall be changed so
that the whole or any part of the taxes, assessments, levies, impositions or
charges now levied, assessed or imposed on real estate improvements shall be
discontinued and in whole or partial substitution therefor, taxes, assessments,
levies, impositions or charges shall be levied, assessed, and or imposed wholly
or partially as a capital levy or otherwise on the rents received from such real
estate or the rents reserved herein or any part thereof, then such substitute
taxes, assessments, levies, impositions or charges, to the extent so levied,
assessed or imposed, shall be deemed to be an obligation of Tenant.

     SECTION 3.03 NET LEASE. Except as herein otherwise expressly provided,
Landlord shall not be required to make any expenditure, incur any obligation, or
incur any liability of any kind whatsoever in connection with this Lease or the
maintenance, operation or repair of the Building, provided, however, that
Landlord shall have the obligation to pursue warranty and other claims against
the contractor at Tenant's request. It is expressly


                                       -3-




<PAGE>


<PAGE>


understood and agreed that, except as herein otherwise expressly provided, this
is a complete net lease intended to assure Landlord the rentals herein reserved
on an absolute basis. Unless otherwise agreed or as expressly provided in this
Lease, under no circumstances or conditions, whether now existing or hereafter
arising, or whether or not beyond the present contemplation of the parties,
shall Landlord be expected or required to make any payment of any kind
whatsoever with respect to the Leased Premises.

                                  ARTICLE FOUR
                                USE AND OPERATING

     SECTION 4.01 PERMITTED USES. Tenant shall use the Leased Premises for the
purpose of a business office and for no other purpose.

     SECTION 4.02 PROHIBITED ACTIVITIES. Tenant's use of the Leased Premises
shall be limited by the following:

          A.   Cancellation of Insurance or Increase in Rates. Tenant shall not
               do, bring or keep anything in or about the Leased Premises that
               will cause an increase in the rate of any insurance premium or
               cancellation of any insurance policy covering the building.

          B.   Waste and Nuisance. Tenant shall not use the Leased Premises in
               any manner that will constitute waste, nuisance or unreasonable
               annoyance to other tenants in the building.

     SECTION 4.03 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant shall
comply with all laws and ordinances with respect to the Leased Premises. Tenant
shall comply with all rules and regulations (the "Rules and Regulations")
promulgated by Landlord with respect to Tenant's use of the Leased Premises
which rules and regulations are attached hereto as Exhibit "C." Tenant's failure
to comply with any laws respecting its use of the Leased Premises or to comply
with any rules or regulations shall be an event of default.

     SECTION 4.04 LANDLORD'S ENTRY ON PREMISES. Landlord or its authorized
representatives shall have the right to enter the Leased Premises at all
reasonable times during the term of this Lease upon advance notice to and
consent of Tenant which consent shall not be unreasonably withheld or delayed
for the purposes of (a) inspecting, maintaining, restoring or performing any of
Landlord's obligations under this Lease; (b) showing the Leased Premises to
prospective brokers, agents, buyers, tenants or persons interested in the
acquisition of the building or the Leased Premises; and (c) posting any notices
required or allowed under this Lease. Landlord shall use all reasonable efforts
to minimize interference or disruption of Tenant's business, and so long as all
such reasonable efforts are used, Landlord shall not be liable for any losses
resulting from such entry and Tenant shall not be entitled to any reduction or
abatement of rent.


                                       -4-




<PAGE>


<PAGE>



     SECTION 4.05 PEACEFUL POSSESSION. Landlord covenants and agrees, provides
Tenant performs its obligations under this Lease, to take all necessary steps to
secure and maintain for the benefit of Tenant the quiet and peaceful possession
of the Leased Premises.

     SECTION 4.06 TENANT'S COMPLIANCE WITH LAWS. Tenant, at its expense, shall
comply with any valid and applicable laws, rules, orders, ordinances,
regulations and other requirements, present or future (collectively "Applicable
Laws"), affecting the Leased Premises that are promulgated by any governmental
authority or agency having jurisdiction over the Leased Premises and with any
reasonable requirements of the insurance companies insuring Landlord against
damage, loss or liability for accidents in or connected with the Leased
Premises. Tenant may, at its expense (and, if necessary, in the name of but
without expense to, Landlord) contest, by appropriate proceedings diligently
prosecuted, the validity, or applicability to the Leased Premises, any matter it
may be required to comply with pursuant to this Section 4.06, and, to the extent
permitted by law, may postpone its compliance therewith until such contest shall
be decided. Landlord at its costs, shall install all capital investment items
required by governmental authority. The costs of such work shall be reimbursed
by Tenant to Landlord by monthly payments amortized over the reasonable life of
the capital investment item, with the reasonable life and amortization schedule
to be determined in accordance with generally accepted accounting principles.
Commencing with the first month following completion thereof, Tenant shall
reimburse Landlord in equal monthly installments in accordance with the
amortization schedule.

                                  ARTICLE FIVE
                           MAINTENANCE AND ALTERATIONS

     SECTION 5.01 MAINTENANCE. Landlord at its cost shall maintain the
structural parts of the Building including foundation and load bearing walls,
and structural bearing components of the roof. In addition Landlord shall
warrant to Tenant the structural integrity of the roof coverings and parking
facilities for a period of two years from Commencement Date.

     SECTION 5.02 TENANT'S MAINTENANCE. Except as provided above in Section
5.01, Tenant, at Tenant's sole cost, shall maintain in good condition all
portions of the Leased Premises, both exterior and interior, including without
limitation, all Tenant Improvements, personal property, the roof, mechanical and
electrical systems and equipment, elevators, signs and parking facilities
including lighting, cleaning and restriping thereof. Tenant shall be liable for
any damage to the Leased Premises resulting from the acts or omissions of Tenant
or its Authorized Representatives, licensees and invitees.

     SECTION 5.03 AUTHORIZED REPRESENTATIVES. The term, "Authorized
representative", as used in this Article and other Articles of this Lease, shall
mean any officer, agent, employee, or independent contractor retained or
employed by Landlord or Tenant, whichever is the case, acting within his actual
or apparent authority.


                                       -5-




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<PAGE>



     SECTION 5.04 ALTERATIONS. Tenant shall make no alterations to the Leased
Premises without the prior written consent of Landlord which approval shall not
be unreasonably withheld. Tenant shall, before making any installations,
alterations, additions or improvements, obtain all permits, approvals and
certificates required by any governmental body or agency, and certificates of
final approval thereof, and shall deliver promptly duplicates of all such
permits, approvals and certificates to Landlord. Any alterations so permitted
shall remain on and be surrendered with the Leased Premises.

     SECTION 5.05 MECHANICS LIEN. With respect to Section 5.04 above, Tenant
agrees to pay all costs for any permitted alterations and shall keep the Leased
Premises free and clear of all liens resulting from construction done by or for
the Tenant.

                                   ARTICLE SIX
                              UTILITIES AND SERVICE

     SECTION 6.01 ELECTRICITY AND WATER. Tenant shall contract directly with the
applicable public utility companies to furnish all utilities, including
electricity, water, telephone, and sewage disposal to the Leased Premises.
Tenant acknowledges that the Leased Premises will not be furnished with gas and
Landlord is hereby relieved of any obligation to provide gas to the Leased
Premises. Tenant shall pay all charges for electricity, light, heat, air
conditioning, power, telephone and other communication services, and all other
utilities and similar services rendered or supplied to the Leased Premises, and
all water rents, sewer service charges, or other similar charges levied or
charged against, or in connection with, the Leased Premises.

     SECTION 6.02 JANITORIAL SERVICE. Tenant, at its expense, shall provide for
janitorial service for the Leased Premises and shall maintain all parts of the
Leased Premises in a clean, orderly condition including the parking facilities.

     SECTION 6.03 SECURITY. Tenant hereby relieves Landlord of any obligation to
provide security personnel and equipment to the Leased Premises (except such
equipment as required by plans and specifications approved by Tenant for initial
construction of the Building). Landlord shall not be held liable for any loss by
theft or personal injury to Tenant or any other person (unless caused by
negligence or wilful misconduct of Landlord or Landlord's representative), and
Tenant agrees to indemnify Landlord in the event Landlord is held liable for
acts other than those caused by negligence or wilful misconduct of Landlord or
Landlord's representative.

     SECTION 6.04 BULB REPLACEMENT. Tenant shall be responsible for replacement
of all fluorescent and incandescent bulbs in the Leased Premises. At Tenant's
request Landlord shall provide such service at Tenant's expense.

     SECTION 6.05 GRAPHICS. Landlord shall provide and install upon Tenant's
request and at Tenant's expense, all identification signs and other graphics to
be used on the Leased


                                       -6-




<PAGE>


<PAGE>



Premises, and no other shall be used or permitted on the exterior of the Leased
Premises without the written approval of Landlord and Tenant.

                                  ARTICLE SEVEN
                      INSURANCE, INDEMNITY AND EXCULPATION

     SECTION 7.01 LANDLORD'S INSURANCE. Tenant shall maintain at Tenant's
expense the following coverage with a solvent insurance carrier authorized to do
business in Louisiana:

          A.   Fire and Extended Coverage on Building. Fire and extended
               coverage insurance with vandalism and malicious mischief
               endorsement on the Building (excluding Tenant's improvements) in
               an amount equal to ninety percent (90%) of the full replacement
               value of the Building and any payments made pursuant to this
               insurance policy shall be made solely to Landlord, or, at
               Landlord's request, to Landlord and to its mortgagee.

          B.   Fire Insurance on Tenant Improvements. All risk coverage of all
               Tenant Improvements, personal property, including movable trade
               fixtures and alterations.

          C.   Liability. A policy of comprehensive general liability insurance
               which shall afford minimum protection of not less than
               $1,000,000.00 for personal injury or death for any one occurrence
               and of not less than $500,000.00 for property damage in any one
               occurrence.

          D.   Business Interruption Insurance. A policy of business
               interruption insurance insuring that the Base Rent will be paid
               to Landlord for a period up to one year if the Leased Premises
               are destroyed or rendered inaccessible by a risk insured against
               by a policy of standard fire and extended coverage insurance,
               with vandalism and malicious mischief endorsements. Payments made
               pursuant to this insurance coverage shall be made solely to
               Landlord, at Landlord's request, to Landlord and its mortgagee.

     SECTION 7.02 REQUIREMENTS OF TENANT'S INSURANCE. Each such policy shall be
in form and content, and issued by solvent and responsible insurers, acceptable
to the Landlord and the Landlord's first mortgagee and shall name the Landlord
and any mortgagee of the Premises as additional named insureds as their
interests may appear. The aforesaid policies shall contain an endorsement
providing that the insurers under such policies shall notify the Landlord and
the Landlord's first mortgagee in writing at least thirty (30) days prior to any
material change or cancellation thereof. The Tenant shall furnish to the
Landlord copies of all such policies and shall provide written evidence of the
continuation of such policies not less than ten (10) days prior to their
respective expiry dates. The cost or premium for each


                                       -7-




<PAGE>


<PAGE>



and every such policy shall be paid by the Tenant. The Tenant agrees that if the
Tenant fails to take out or keep in force such insurance, the Landlord will have
the right (but not the obligation) to do so (which shall impose no liability
upon the Landlord) and to pay the premium thereof, and in such event the Tenant
shall repay to the Landlord within five (5) days after receipt of Landlord's
invoice, as Rent, the amount paid as premiums.

     SECTION 7.03 WAIVER OF SUBROGATION. Each insurance policy required by this
Lease shall include a waiver of subrogation clause by which the insurance
company waives all right of recovery by way of subrogation against the other
party in connection with any damage covered by any policy. Neither party shall
be liable to the other for any damage caused by fire or any of the risks insured
under any insurance policy required by this Lease.

     SECTION 7.04 INDEMNITY. Tenant shall hold Landlord harmless for all damages
arising out of any injury to personal property on or about the Leased Premises
including but not limited to any vices or defects in the Leased Premises. Except
Landlord shall be liable to Tenant for damage resulting from the negligent acts
or omissions of Landlord or its Authorized Representatives. Landlord shall hold
Tenant harmless for all damages arising out of any such damage. Each party's
obligations under this Section to indemnify and hold harmless the other party
shall be limited to the sum that exceeds the amount of insurance proceeds, if
any, received by the party being indemnified.

                                  ARTICLE EIGHT
                           DESTRUCTION AND RESTORATION

     SECTION 8.01 PARTIAL DESTRUCTION AND RESTORATION. If the Leased Premises
are partially destroyed by fire or other casualty, Landlord shall restore the
Leased Premises to their former condition and the Base Rent shall be reduced in
proportion to the rentable area rendered untenantable until the Leased Premises
are restored to a tenantable condition. However, Landlord's obligation to
restore is conditioned upon Landlord's receipt of sufficient insurance proceeds
to fully pay for such work. Otherwise Landlord may cancel this Lease upon 30
days written notice to Tenant.

     SECTION 8.02 TOTAL DESTRUCTION AND RESTORATION. If the Leased Premises are
totally destroyed by fire or other casualty, Landlord shall rebuild the Leased
Premises in accordance with the plans and specifications originally approved by
Landlord and Tenant for initial construction of the Leased Premises and Landlord
shall deliver occupancy thereof to Tenant within 270 days from the date of
destruction; provided, however, Landlord's obligation to restore shall be
conditioned upon Landlord's receipt of sufficient insurance proceeds to fully
pay for such cost of construction and provided that Landlord's lender shall make
the insurance proceeds available for reconstruction. If Landlord's lender does
not make insurance proceeds available, Landlord will use reasonable efforts to
obtain comparable financing and if such financing is not then available to
Landlord this Lease shall terminate. Tenant's obligation to pay rent shall abate
as of the date of destruction until the day on which Tenant shall reassume
occupancy. Notwithstanding the foregoing provisions, if total


                                       -8-




<PAGE>


<PAGE>



destruction occurs within the last thirty-six (36) months of the lease term,
Landlord shall have the option to terminate this Lease by giving written notice
thereof within sixty (60) days following the date of destruction.

                                  ARTICLE NINE
                                 EXPROPRIATION

     SECTION 9.01 TOTAL TAKING. If all the Leased Premises is condemned or
expropriated this Lease shall terminate as of the date title to the building or
Leased Premises is transferred (the "Date of Taking"), and all rent will be
abated as of the Date of Taking.

     SECTION 9.02 PARTIAL TAKING. If less than twenty-five percent (25%) of the
rentable area of the Leased Premises is condemned or expropriated this Lease
shall not terminate but the rent shall be reduced from the Date of Taking in
proportion to the rentable area so taken. If twenty-five percent (25%) or more
of the rentable area of the Leased Premises is taken, Tenant has the option of
terminating this Lease by giving Landlord written notice thereof within thirty
(30) days of the Date of Taking and all rent will be abated as of the Date of
Taking. If Tenant elects to continue this Lease by not giving the notice
provided for above, the Base Rent shall be reduced from the Date of Taking in
proportion to the rentable area so taken.

     SECTION 9.03 AWARD. The award shall belong to and be paid to Landlord,
except that Tenant shall receive from the award a sum attributable to the
remaining value of Tenant's leasehold interest and the value of any Tenant
Improvements or alterations which Tenant has the right to remove from the Leased
Premises pursuant to the provisions of this Lease but elects not to remove.

                                   ARTICLE TEN
                             ASSIGNMENT AND SUBLEASE

     SECTION 10.01 PROHIBITION OF ASSIGNMENT AND SUBLEASE. Tenant shall not
voluntarily assign or encumber its interest in this Lease or in the leased
Premises or sublease all or any part of the Leased Premises or allow any other
person to occupy or use all or any part of the Leased Premises without first
obtaining Landlord's written consent which consent shall not be unreasonably
withheld. Any assignment, encumbrance or sublease without Landlord's consent
shall be voidable by Landlord and shall constitute an event of default by Tenant
under this Lease and Landlord shall have the right to terminate this Lease. Any
requests for permission to assign or sublet must be made in writing at least
thirty (30) days prior to the date of the proposed assignment or sublease.

     SECTION 10.02 PERMITTED ASSIGNMENTS. Within fifteen (15) days after
Landlord's receipt of all relevant information regarding Tenant's proposed
assignee or sublessee, including financial strength, guaranties (if any), and
all economic and other terms of the proposed assignment or sublease, Landlord
shall either grant or deny its consent, or


                                       -9-




<PAGE>


<PAGE>



Landlord may elect to cancel this Lease and enter into a lease directly with the
proposed assignee or sublessee. If Landlord fails to respond in writing to
Tenant no later than the third day following expiration of the fifteen (15) day
period, Landlord shall be deemed to have consented to the proposed assignment or
sublease.

     SECTION 10.03 PROHIBITION OF INVOLUNTARY ASSIGNMENTS. No interest of Tenant
in this Lease shall be assignable by operation of law including but not limited
to any transfer of this Lease by will or intestacy, bankruptcy of Tenant,
execution levy of a writ of attachment or execution on this Lease, which is not
released within thirty (30) days of Tenant's actual knowledge thereof; or any
circumstance in which a receiver for Tenant or its assets is appointed with
authority to take possession of the Leased Premises. Any involuntary assignment
shall constitute an event of default by Tenant and Landlord shall have the right
to elect to terminate this Lease in which event this Lease shall not be treated
as an asset of Tenant.

     SECTION 10.04 ASSIGNMENT BY LANDLORD. If Landlord sells or transfers all or
any portion of the Building, other improvements, and land on which the Building
is located, Landlord, on consummation of the sale or transfer, shall be released
from all obligations thereafter accruing under this Lease provided that
Landlord's successor shall assume such obligations.

     SECTION 10.05 CHARGES IN CORPORATE OWNERSHIP. If at any time during the
Lease Term the person or persons who owns a majority of its voting shares at the
time of the execution of this Lease cease to own a majority of shares, Tenant
shall so notify Landlord, who may require the guaranty of the purchasing entity
if the net worth of Tenant six months after the date of such purchase is less
than 80% of Tenant's net worth as of September 30, 1984.

                                 ARTICLE ELEVEN
                           SUBORDINATION AND ESTOPPEL

     SECTION 11.01 SUBORDINATION. Tenant agrees that, upon the request of
Landlord made in writing, Tenant shall substitute this Lease to any mortgage,
land or ground lease which may now or hereafter encumber the Leased Premises, or
any part thereof, and to all renewals, modifications, consolidations,
replacements and extensions thereof. Tenant, upon request, shall execute and
deliver any documents or instruments which may be required by any lender or
ground lessor to effectuate any subordination. If Tenant fails to execute and
deliver any such documents or instruments, Tenant irrevocably constitutes and
appoints Landlord as Tenant's special attorney-in-fact to execute and deliver
any such documents or instruments.

     SECTION 11.02 ESTOPPEL CERTIFICATE. Either party shall, upon request by the
other party, execute and deliver to the requesting party a written declaration
in recordable form:


                                      -10-




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<PAGE>



          (1)  ratifying the Lease (unless the Lease has expired or been
               terminated pursuant to the provisions hereof);

          (2)  expressing the Commencement and Termination Date thereof;

          (3)  certifying, if such be the case, that this lease is in full force
               and effect and has not been assigned, modified, supplemented or
               amended (except by such writings as shall be stated) or stating
               the reason that this Lease is not in full force and effect;

          (4)  that all conditions under this Lease to be performed by the
               requesting party have been satisfied or stating those that have
               not been performed;

          (5)  that there are no defenses or offsets against the enforcement of
               this Lease by the requesting party, or stating those claimed by
               the party making the declaration;

          (6)  the amount of advance rental, if any (or none of such is the
               case), paid by Tenant;

          (7)  the date to which rental has been paid; and

          (8)  the amount of security deposited with Landlord.

Such declaration shall be executed and delivered by either party from time to
time as may be requested by the other party. Landlord's mortgage lenders and/or
purchasers shall be entitled to rely upon a declaration by Tenant made pursuant
to this Section.

                                 ARTICLE TWELVE
                              DEFAULTS AND REMEDIES

     SECTION 12.01 TENANT'S DEFAULT. The occurrence of any of the following
shall constitute a default by Tenant (an "Event of Default"):

          A.   Failure to pay Base and/or Additional Rent when due, if the
               failure continues for twelve (12) days after notice has been
               given to Tenant.

          B.   Abandonment of the Leased Premises for thirty (30) consecutive
               days.

          C.   Failure to perform any other obligation of this Lease if the
               failure to perform is not cured within thirty (30) days after
               notice has been given to Tenant or if the default cannot be cured
               within the thirty (30) day period, Tenant fails to commence to
               cure the default within that time.


                                      -11-




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          D.   If Tenant's interest in this Lease or in the Leased Premises if
               transferred or evolves upon any other person except as permitted
               under Section 10.01.

          E.   If Tenant files a petition in bankruptcy or insolvency or for
               reorganization under any state or federal law, or, if involuntary
               proceedings under any such law are instituted against Tenant or
               if a receiver or trustee is appointed for all or part of Tenant's
               property and is not vacated or dismissed within sixty (60) days
               after such institution or appointment.

     SECTION 12.02 LANDLORD'S REMEDIES. In the Event of Default by Tenant,
Landlord shall have the following remedies. These remedies are not exclusive but
are cumulative in addition to any other remedies now or later allowed by law
except as specifically provided in sub-section (C) of this Section 12.02.

          A.   Remedies where Tenant's Right to Possession is Terminated.
               Landlord may elect to terminate Tenant's right to possession of
               the Leased Premises by notice to Tenant at any time following an
               Event of Default. Upon termination, Landlord shall have the right
               to recover from Tenant the sum of:

               (1)  The unpaid rent accrued as of the date of termination of the
                    Lease or judicial dissolution of the Lease, whichever is
                    later, plus interest and late charges accrued pursuant to
                    Section 12.04.

               (2)  All legal expenses including reasonable attorneys' fees and
                    court costs incurred or paid by Landlord in effecting
                    re-entry or repossession of the Leased Premises upon
                    prosecuting any related action against Tenant.

               (3)  All reasonable costs incurred or paid by Landlord in
                    restoring the Leased Premises to good order and condition.

               (4)  All reasonable costs incurred or paid by Landlord in
                    altering, decorating or preparing the Leased Premises for
                    reletting.

               (5)  All reasonable costs including brokerage commissions
                    incurred or paid by Landlord in reletting the Leased
                    Premises.

               (6)  Such amount as may be necessary, when added to rent
                    collected by Landlord following reletting, to compensate
                    Landlord for amounts of rent otherwise not received.


                                      -12-




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                    Notwithstanding the foregoing, nothing contained in this
                    Article 12 shall be construed to limit Landlord's right to
                    indemnification with respect to liability arising out of
                    personal injury or property damage as otherwise provided in
                    this Lease.

          B.   Landlord's Remedies Where Tenant's Rights to Possession is Not
               Terminated. If Tenant is in default hereunder, but does not
               abandon the Leased Premises, Landlord may elect not to terminate
               this Lease as hereinabove provided, in which event this Lease
               shall continue in full force and effect and Landlord may exercise
               any and all rights of Landlord to the maximum extent permitted by
               law to recover all amounts then in default and to accelerate all
               future rent for the unexpired term of the Lease and to recover
               from Tenant all costs and expenses including reasonable
               attorneys' fees incurred or paid by Landlord in connection with
               the enforcement of its rights, and all damages necessary to fully
               compensate Landlord for the detriment proximately caused by
               Tenant's failure to perform its obligations hereunder.

          C.   Landlord's Remedies if Tenant Abandons. If Tenant abandons the
               Leased Premises, Landlord may elect to terminate this Lease upon
               5 days prior written notice to Tenant and reserve all rights to
               collect past due rent and charges which may have accrued
               hereunder including attorney fees and costs. Cancellations of
               this Lease and collection of past due rents, if any, shall be
               Landlord's sole remedy if Tenant abandons the Leased Premises.

     SECTION 12.03 LANDLORD'S RIGHT TO CURE. Landlord, at any time after the
occurrence of an Event of Default, may cure the default at Tenant's cost and any
sums paid or advanced by Landlord for such purpose shall be considered as
Additional Rent and are due immediately by Tenant to Landlord when advanced or
paid.

     SECTION 12.04 INTEREST. Any sums owed by Tenant to Landlord which are not
paid when due shall accumulate interest from the date due until paid at an
annual rate equal to the lesser of the prime commercial rate announced from time
to time by Citibank, N.A. plus two percent (2%) or the maximum rate permitted by
law.

     SECTION 12.05 LANDLORD'S DEFAULT. If Landlord fails or refuses to perform
any of Landlord's obligations hereunder, Tenant shall give Landlord written
notice thereof and Landlord shall not be considered to be in default hereunder
unless Landlord fails to cure the default within 30 days after its receipt of
Tenant's written notice. If the default cannot reasonably be cured within the 30
day period, but if Landlord commences action to cure the default within the 30
day period Landlord shall not be deemed to be in default hereunder so long as
Landlord thereafter diligently and in good faith continues to cure the


                                      -13-




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<PAGE>



default. If Landlord should become in default under any of its obligations
hereunder, Tenant shall be entitled to all remedies provided by law.

     SECTION 12.06 LIMITATION OF LANDLORD'S LIABILITY. Tenant specifically
agrees that if Landlord defaults under this Lease or is in any way liable to
Tenant for any cause arising from this Lease except for the liability which may
arise under Section 2.02 and Tenant consequently recovers a money judgement
against Landlord, the judgement shall be satisfied only out of the proceeds of
the sale realized on execution of the judgement and levied against the right,
title and interest of the Landlord in the Leased Premises or the building or
land on which the building is located and out of rent or other income from such
real property receivable by Landlord. Neither Landlord nor any of the partners
comprising the partnership designated as Landlord shall be personally liable for
any deficiency, except for the liability which may arise under Section 2.02.

     SECTION 12.07 MORTGAGEE PROTECTION CLAUSE. Tenant agrees to give any
mortgagee, by registered mail, a copy of any notice of default served upon the
Landlord. Tenant further agrees that if Landlord shall have failed to cure such
default within the time provided in Section 12.05, then Mortgagee shall have an
additional thirty (30) days within which to cure such default, or if such
default cannot be cured within that time, then such additional time as may be
necessary, if within such additional thirty (30) days mortgagee commences and
thereafter diligently pursues the remedies necessary to cure such default
including but not limited to commencement of foreclosure proceedings if
necessary to effect such cure.

                                ARTICLE THIRTEEN
                          SURRENDER OF LEASED PREMISES

     SECTION 13.01 SURRENDER. Upon the Termination Date of this Lease or the
cancellation of this Lease for any other cause, Tenant agrees to surrender the
Leased Premises and all Tenant Improvements to Landlord in good condition,
ordinary wear and tear excepted.

     SECTION 13.02 HOLDING OVER. Tenant shall pay as stipulated damages two (2)
times the rent per day for each day that Tenant fails to surrender the Leased
Premises as required in Section 13.01. Any failure by Tenant to surrender the
Leased Premises shall not be construed as a reconduction of this Lease unless
Landlord so authorizes. If Tenant fails to surrender the Leased Premises as
required in Section 13.01, Tenant shall hold Landlord harmless from all damages
resulting therefrom, including, without limitation, claims made by succeeding
tenant.

                                ARTICLE FOURTEEN
                       RIGHT OF FIRST REFUSAL TO PURCHASE

     SECTION 14.01 OFFER BY LANDLORD. If Landlord should elect to sell the
Leased Premises or a part thereof during the Lease Term, Landlord shall given
written notice to the


                                      -14-




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<PAGE>



Tenant of the price and terms upon which Landlord proposes to sell. Within
fifteen (15) days from receipt of Landlord's notice, Tenant shall notify
Landlord of Tenant's intention to purchase the property which may have been
offered for sale. If Tenant should accept Landlord's offer, the act of sale
shall be passed at the place and within the time period set forth in Landlord's
offer and if such offer does not specify a place of closing or date of closing,
then the act of sale shall be closed in the office of Landlord on or before
thirty (30) days from the date on which Landlord shall have received Tenant's
written notice of the acceptance of Landlord's offer to sell.

     SECTION 14.02 THIRD PARTY OFFER. During the Lease Term, Landlord shall not
accept any offer from a bona fide third person to purchase the Leased Premises,
or a part thereof, without first giving Tenant written notice and a complete
copy of such third party offer. Upon Tenant's receipt of the notice and copy of
the offer, Tenant shall have the first option for a period of fifteen (15) days
from Tenant's receipt thereof to purchase the property at the same price and
upon the same terms and conditions as offered to Landlord.

                                 ARTICLE FIFTEEN
                                  MISCELLANEOUS

     SECTION 15.01 APPROVAL OF LEASE BY MORTGAGEE. Tenant acknowledges and
agrees that this Lease is subject to the prior approval of the issuer of a
mortgage loan commitment to provide financing to the Landlord for construction
of the Building and other improvements for the Leased Premises secured by a
mortgage on the Leased Premises and a collateral pledge and assignment of this
Lease. If approval of this Lease is so required and is not granted within 60
days from the date of this Lease, and if Tenant is unwilling to amend this Lease
to satisfy the Lender's objections, then the Landlord may cancel and terminate
this Lease at any time thereafter by notice to the Tenant, provided that such
approval has not been granted prior to such notice. If such cancellation notice
is given or if this Lease is rejected by such mortgagee or insurer, then this
Lease shall be deemed canceled and neither the Landlord nor the Tenant shall
have any further liability of any nature whatsoever under this Lease.

     SECTION 15.02 NOTICES. Any notice to Landlord or Tenant required or
permitted by this Lease shall be deemed effective only if in writing and
delivered personally, or if mailed by United States registered or certified
mail, return receipt requested or when sent by national commercial courier
service for next day delivery, to be confirmed in writing by such courier, and
addressed as follows:

                   To Landlord:

                         General Jackson Partnership
                         c/o Maurin-Ogden, Inc.
                         1513 Martens Drive
                         Hammond, Louisiana 70401


                                      -15-




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<PAGE>



                   To Tenant:

                         Zapata Haynie Corporation
                         Post-Office Box 2368
                         Hammond, Louisiana 70404

Either party may by written notice change the address to

     SECTION 15.03 NON-WAIVER. Failure of either party to declare any default
immediately upon occurrence thereof, or delay in taking any action in connection
therewith, shall not waive such default, but such parties shall have the right
to declare any such default at any time and take such action as might be lawful
or authorized hereunder.

     SECTION 15.04 FORCE MAJEURE. If Landlord or Tenant shall be delayed or
prevented from doing or performing any act or thing required hereunder (except
payment of rent by Tenant) by reason of strikes, lock-outs, weather condition,
breakdown, accident, casualties, acts of God, labor troubles, inability to
procure materials, failure of supply, inability by the exercise of reasonable
diligence to obtain supplies, parts, employees, or necessary services, failure
of power, governmental laws, orders or regulations, actions of governmental
authorities, riots, insurrection, war or other causes beyond the reasonable
control of the party required to perform, or for any cause due to any act or
neglect of the other party, its servants, agents, employees, licensees, or any
person claiming by, through or under the other party (such acts or things being
referred to in this Lease as "Force Majeure"), then the party required to
perform shall not be liable or responsible for any such delays and the doing or
performance of any such act shall be extended for a period equivalent to the
period of such delay.

     SECTION 15.05 ENTIRE AGREEMENT. This Lease including the exhibits referred
to herein, contains the entire agreement between the parties and all prior
negotiations and agreements are merged into this Lease. This Lease may not
changed, modified, terminated or discharged, in whole or in party, except by a
writing, executed by the party against whom enforcement of the change,
modification, termination or discharge is to be sought.

     SECTION 15.06 CAPTIONS. The article and section headings or titles in this
Lease are inserted for convenience only and are not to be given any effect in
its construction.

     SECTION 15.07 SUCCESSORS AND ASSIGNS. The agreements and obligations
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant and their respective legal representatives, heirs, successors and
assigns. In the event that this Lease is executed by more than one tenant, all
such tenants shall be bound in solido for the payment of rent and the
performance of all obligations and agreements contained in this Lease.

     SECTION 15.08 SEVERABILITY. The unenforceability, invalidity or illegality
of any provision of this Lease shall not render the other provisions
unenforceable, invalid or illegal.


                                      -16-




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<PAGE>




     SECTION 15.09 GOVERNING LAW. This Lease shall be governed by and construed
in accordance with the laws of the State of Louisiana.

     This Lease has been executed by Landlord and Tenant in Hammond, Louisiana
on the __ day of April, 1985.

WITNESSES AS TO LANDLORD:                GENERAL JACKSON PARTNERSHIP

                                         By:
- --------------------------------            ---------------------------------
                                            Gerald E. Songy
                                            Title: General Partner
- --------------------------------

                                         By:
                                            ---------------------------------
                                            James E. Maurin
                                            Title: General Partner

WITNESSES AS TO TENANT:                  ZAPATA HAYNIE CORPORATION

                                         By:
- --------------------------------            ---------------------------------
                                            Charles W. Beck
                                            Title: President
- ------------------------------

State of Louisiana

Parish of Tangipahoa


     On this __ day of April, 1985, before the undersigned Notary Public,
personally appeared Gerald E. Songy, who after being duly sworn, declared that
is a General Partner of General Jackson Partnership, and that he executed the
foregoing Lease on behalf of the partnership by authority of the Articles of
Partnership and acknowledges this Lease to be the free act and deed of the
partnership.

                                              ------------------------------
                                              Notary Public


                                      -17-




<PAGE>


<PAGE>



State of Louisiana

Parish of Tangipahoa

     On this __ day of April, 1985, before the undersigned Notary Public,
personally appeared James E. Maurin, who after being duly sworn, declared that
is a General Partner of General Jackson Partnership, and that he executed the
foregoing Lease on behalf of the partnership by authority of the Articles of
Partnership and acknowledges this Lease to be the free act and deed of the
partnership.

                                        --------------------------------------
                                        Notary Public

State of Louisiana

Parish of Tangipahoa

     On this __ day of April, 1985, before the undersigned Notary Public,
personally appeared Charles W. Beck, who after being duly sworn, declared that
he is the President of Zapata Haynie Corporation, and that he executed the
foregoing Lease on behalf of the corporation by authority of its Board of
Directors and acknowledges the Lease to be the free act and deed of the
partnership.

                                        --------------------------------------
                                        Notary Public


                                      -18-




<PAGE>


<PAGE>


                                   EXHIBIT "A"
                         DESCRIPTION OF LEASED PREMISES

     The Leased Premises shall comprise: (a) the entire building to be
constructed in accordance with Exhibit B; (b) the parking facility to be
constructed upon the land described in (c); and (c) the following described
land:

          A certain trace or parcel of ground, together with all
          buildings and improvements thereon, and all the rights, ways,
          privileges, servitudes, appurtenances and advantages thereunto
          belonging to or in anywise appertaining, situated in the
          Parish of Tangipahoa, State of Louisiana, in that subdivision
          known as The French Quarter Subdivision and being Lots 13, 14
          and 15 of such subdivision, and being more particularly
          described according to a map of survey recorded on Conveyance
          Book 473, Page 231, official records of Tangipahoa Parish,
          Louisiana. Such tract being subject to such servitudes of
          record, including a ten (10') foot servitude along the east
          property line for utilities and drainage and further subject
          to those restrictive covenants as recorded in Conveyance Book
          510, Pages 396-399, official records of the Clerk and Recorder
          for Tangipahoa Parish, Louisiana.


                                      -19-




<PAGE>


<PAGE>



                                   EXHIBIT "B"
                      CONSTRUCTION RIDER TO LEASE AGREEMENT

     This rider is attached to and forms a part of a certain lease dated as of
April __, 1985, between General Jackson Partnership, as Landlord and Zapata
Haynie Corporation as Tenant.

     1.   Construction and Completion of Building.

          (a)  The Base Building will be constructed by Landlord substantially
               in accordance with the plans and specifications for a two-story
               office building to be prepared by Dietz, Prince & Fischrupp,
               Architects.

          (b)  All other design and construction work with respect to the
               improvements of the Leased Premises shall be referred to as
               "Tenant Improvements," and shall be at the sole cost and expense
               of Tenant, except to the extent of the contribution by Landlord,
               as provided below.

     2.   Tenant's Plans and Specifications.

          (a)  Tenant agrees to furnish complete information regarding Tenant's
               program and space planning requirements for Tenant Improvements
               to Landlord's Architect no later than April 15, 1985.

          (b)  Upon submission to Landlord's Architect of the requirements as
               described above in subparagraph (a), Landlord's Architect will
               prepare, at the sole cost and expense of Landlord, all
               architectural, mechanical and electrical engineering plans and
               specifications required for the performance of the work,
               including complete detailed working drawings and specifications
               for Tenant's partition layout, entrances, ceilings, fire
               protection, heating and air conditioning, lighting and electrical
               outlets. Tenant agrees to review and approve or "approve as
               noted" these plans and specifications within ten (10) days upon
               submission by Landlord's Architect. After approval of plans and
               specifications by Landlord and Tenant, all amendments or
               supplements thereto shall be prepared by Landlord's architect at
               the sole cost and expense of Tenant.

          (c)  It is understood and agreed that all plans, drawings and
               specifications are subject to Landlord's approval, which the
               Landlord agrees shall not be unreasonably withheld.


                                      -20-




<PAGE>


<PAGE>



     3.   Tenant Improvements Construction.

          (a)  The Landlord will construct Building Standard Tenant Improvements
               in and to the premises in accordance with final architectural
               construction drawings as described in Paragraph 2(b) above.
               Building Standard construction is defined as typical design and
               construction finishes, details, materials, cross-sections,
               performance ratings, and average quality allowances, which have
               been developed by the Landlord and Landlord's architects as
               representing the optimum aesthetic functional and operational
               balance with the Base Building.

          (b)  The Landlord shall execute a contract with such persons, firms or
               corporations as it, in its sole discretion, deems advisable for
               the completion of such Building Standard Improvements. Landlord
               will provide and install Building Standard Tenant Improvements
               for which Landlord's sole construction obligation is to pay to
               Landlord's Contractor the cost of construction thereof for a
               total contribution amount not to exceed $8.00 per Rentable Square
               Foot.

          (c)  If Tenant requests Landlord to perform any Building Standard
               Improvement work or custom or special Tenant Improvement work
               over and above the Landlord's contribution listed in Paragraph
               3(a) above, this work will be performed by the Landlord's
               Contractor as a "Tenant Reimbursable." The Tenant shall approve
               the written estimate of such cost of the work prior to
               commencement by the Landlord's Contractor, which approval not to
               be unreasonably withheld. If Tenant shall fail to approve any
               such estimate within ten (10) days, the same shall be deemed
               disapproved in all respects by Tenant, and Landlord's Contractor
               shall not be authorized to proceed thereon.

          (d)  The Tenant will pay the actual cost of the improvements
               represented by charges of Landlord's Contractors, less Landlord's
               contribution listed in Paragraph 3(b) above. The sums due by
               Tenant to Landlord under the provisions of this paragraph shall
               be billed from time to time and shall be paid within ten (10)
               days after demand by Landlord or its agent, but in no event later
               than the date of occupancy of the Leased Premises by Tenant.

     4.   Commencement of Rent.

          It is agreed that notwithstanding the date provided in the Lease for
the commencement of the term thereof, such term shall not commence until the
substantial completion of all Tenant Improvements as hereinabove defined, and
the termination date shall be extended for a period of time equal to the period
of any such delay in


                                      -21-




<PAGE>


<PAGE>



commencement of the term thereof; provided, however, that if Landlord shall be
delayed in substantially completing such work as a result of:

          (a)  Tenant's failure to furnish information with respect to Tenant's
               requirements for the Tenant Improvements within the time provided
               in Paragraph 2(a) above;

          (b)  Tenant's failure to approve detailed working drawings as provided
               in Paragraph 2(b) above;

          (c)  Tenant's failure to approve written cost estimate as provided in
               Paragraph 3(c) above;

          (d)  Changes by Tenant in the final plans and specifications prepared
               pursuant to Paragraph 2(b) above;

          (e)  The performance by any person, firm, or corporation (other than
               Landlord's Contractor) employed at Tenant's request and the
               completion or work by such person, firm or corporation;

          (f)  Delay of delivery of materials, finishes or installations
               requested by Tenant other than materials, finishes, and
               installations used as Building Standard items by Landlord's
               Contractors in the Building; and

          (g)  Any other delay (including, without limitation, delay in
               providing necessary approvals or disapprovals required of Tenant)
               caused by the action or inaction by Tenant;

then, in that event, the commencement of the term of such Lease and the
Landlord's obligation for the payment of rental thereunder shall be accelerated
by the number of days of such delay.

                                      General Jackson Partnership

                                      By:
                                         -------------------------------------
                                         Gerald E. Songy
                                         General Partner


                                      By:
                                         -------------------------------------
                                         James E. Maurin
                                         General Partner


                                      -22-




<PAGE>


<PAGE>



                                      Zapata Haynie Corporation


                                      By:
                                         -------------------------------------
                                         Charles W. Beck
                                         President


                                      -23-




<PAGE>


<PAGE>



                                   EXHIBIT "C"
                              RULES AND REGULATIONS

     1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by Tenant or
used for any purpose other than ingress and egress to and from the Leased
Premises.

     2. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of the Landlord. No curtains,
blinds, shades or screens shall be attached to, hung in, or used in connection
with any window or door of the Leased Premises without the prior written consent
of the Landlord. Such awnings, projections, curtains, blinds, shades, screens or
fixtures must be of the quality, part, design and color, and attached in the
manner approved by the Landlord.

     3. No sign, advertisement, notice or other letterings will be exhibited,
inscribed, painted or affixed by Tenant on any part of the outside or inside of
the Leased Premiss or building without the prior written consent of the
Landlord. In the event of the violation of the foregoing by Tenant, the Landlord
may remove the same without any liability and may charge the expense incurred by
such removal to the Tenant. Landlord reserves the right to install or maintain a
sign or signs on the exterior of the building.

     4. The sashes, sash doors, sky lights, windows, doors that reflect or admit
light and air into the halls, passageways, or other public places in the
building will not be covered or obstructed by Tenant, nor shall any bottles,
parcels, or other articles be placed on the window ledges.

     5. No showcase or other articles shall be put in front of or affixed on any
part of the exterior of the building nor placed in the halls, corridors, or
vestibules without the prior written consent of the Landlord.

     6. The water, wash closets, and other plumbing fixtures shall not be used
for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substance shall be thrown therein. All
damages resulting from any misuse of the fixture shall be borne by Tenant.

     7. Tenant shall not mark, paint, drill into, or in any way deface any part
of the Leased Premises or the building. No boring, cutting, or stringing of wire
shall be permitted except with the prior written consent of Landlord and as it
may direct. Tenant shall not lay linoleum, or other similar floor covering so
that the same shall come into direct contact with the floor of the Leased
Premises, and if linoleum or other similar floor covering is desired to be used,
an interlining of builder's deadening felt shall be first affixed to the floor
by a


                                      -24-




<PAGE>


<PAGE>


paste or other similar material soluble in water, the use of cement or other
similar adhesive material being expressly prohibited.

     8. No bicycles, baby carriages, birds, or animals of any kind shall be
brought into or keep in or about the Leased Premises. However, this does not
prohibit the Tenant from having coffee, soft drinks, candy and other items for
the use of Tenant's employees, servants, agents or visitors. Tenant shall not
cause or permit any unusual or objectionable odors to be produced upon or
permeate from the Leased Premises.

     9. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant nor shall any changes be made in existing locks or
mechanisms thereof, without the prior written approval of Landlord, which
approval shall not be unreasonably withheld.

     10. Tenant shall not make or permit to be made any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them. Tenant shall not throw anything
out of the doors, windows or skylights, or down the passageways.

     11. Tenant agrees not to place a load upon any floor of the Leased Premises
exceeding the floor load per square foot area which such floor was (and is)
designed to carry and would be allowed by law. Business machines and mechanical
equipment shall be placed and maintained by Tenant at Tenant's expense in
settings sufficient to Landlord's judgement to absorb and prevent vibration,
noise and annoyance.

     12. No space in the building shall be used for manufacturing, or for the
sale of property of any kind at auction.

     13. Tenant shall not open, or permit windows in the Leased Premises to be
opened at any time.


                                  Accepted:
                                            ---------------------------------

                                  Tenant:
                                            ---------------------------------

                                  Date:
                                            ---------------------------------


                                      -25-





<PAGE>





<PAGE>

                                      LEASE

STATE OF LOUISIANA

PARISH OF CALCASIEU

         KNOW ALL MEN BY THESE PRESENTS:

         This Lease is entered into by and between The Ardoin Limited
Partnership, a limited partnership organized and existing under the laws of the
State of Louisiana, hereinafter referred to as Lessor, and Zapata Haynie
Corporation, a corporation organized and existing under the laws of the State of
Virginia, hereinafter referred to as Lessee, both of which do mutually covenant
and agree as follows:

                              W I T N E S S E T H:

         Lessor does by these presents hereby let, lease and hire for the
purposes of processing and selling of fishmeal and oil and other seafood
products, and any other legitimate industry, for the consideration and on the
terms hereinafter recited and expressed, to and unto Lessee, who accepts for
itself the following described property, to wit:

         1.       In  Sections 33 and 34, Township 15 South, Range 10 West,
                  Cameron Parish, Louisiana, and fully described as:

                  Commencing at a point on the South line of Section 33 which is
                  North 89[d]51' East 5081.1 feet from the back corner
                  common to Sections 32 and 33, said point of beginning is also
                  North 89[d]51' East 31.1 feet from an existing 4"
                  transite pipe set on the United States Coast Guard Survey of
                  1960 and is on the right of way line of the existing ship
                  channel; thence North 2[d]55' West 1,881.57 feet along
                  the right of way line of the existing ship channel to a 1" bar
                  situated on the North line of Section 34; thence West 420.31
                  feet along the North line of Section 34 to the eastern right
                  of way line of Louisiana State Highway 27; thence South
                  3[d]59' East 2,883.33 feet along the eastern right of way
                  line of Louisiana State Highway 27 to the South line of
                  Section 33; and thence North 89[d]51' East 386.8 feet
                  along the South line of Section 33 to the point of
                  commencement.





<PAGE>


<PAGE>



         2.       In Sections 33 and 34, Township 15 South, Range 10 West,
                  Cameron Parish, Louisiana, and fully described as:

                  Commencing at a point on the western right of way line of
                  State Highway 27 which is North 3[d]59' West 307.4 feet
                  from the intersection of the South line of Section 33 and the
                  western right of way line of Louisiana State Highway 27;
                  thence North 3[d]59' West 1,575.83 feet along the western
                  right of way line of Louisiana State Highway 27 to the North
                  line of Section 34; thence West 500 feet along the North line
                  of Section 34; thence South 3[d]59' East 1,575.83 feet;
                  thence East 500 feet to the point of commencement.

         1. This Lease is made for and accepted for a primary term of ten (10)
years beginning July 1, 1992 and ending June 30, 2002.

         2. Lessee is given the option and privilege of extending this Lease for
two (2), successive ten (10) year periods beginning July 1, 2002, and ending
June 30, 2012, and beginning July 1, 2012, and ending June 30, 2022.

         3. The term "Lease Year" as hereinafter used shall refer to a twelve
(12) month period beginning July 1 of one year and ending June 30 of the next
year.

         4.       The consideration of this Lease is as follows:

                  (a)      The rent during the first five (5) year period
                           commencing July 1, 1992 through June 30, 1997, which
                           Lessee agrees to pay Lessor, shall be Fifty Thousand
                           and No/100 Dollars ($50,000.00) per year payable in
                           advance upon the execution of this Lease and annually
                           thereafter on or before the 10th day of July of each
                           year.

                  (b)      The rent during each five (5) year period thereafter,
                           during the remainder of the primary term or any
                           renewals thereafter, which Lessee agrees to pay to
                           Lessor, shall be adjusted proportionately with
                           increases in the Consumer Price Index (All Urban), as
                           hereinafter provided, but in no event shall be less
                           than Fifty Thousand and No/100 Dollars ($50,000.00)
                           per year, payable annually in advance on or before
                           the 10th day of July of each year.

                  (c)      Commencing on July 1, 1997, and on the 1st day of
                           each five (5) year period thereafter during the
                           remainder of the primary term or any renewals
                           thereafter, the rent shall be adjusted, in relation
                           to the Consumer Price Index for all items relating to
                           urban consumers compiled and published by the United
                           States Department of Labor,


                                      - 2 -




<PAGE>


<PAGE>



                           Bureau of Labor Statistics, hereinafter abbreviated
                           as "CPI," as compared to the CPI in effect as of July
                           1, 1992. The annual rent for each such five (5) year
                           period shall be calculated by dividing the CPI for
                           the Lease Year immediately preceding the five (5)
                           year period by the CPI in effect as of July 1, 1992.
                           The quotient thereof shall be multiplied by Fifty
                           Thousand and No/100 Dollars ($50,000.00), the result
                           being the annual rental payment for that particular
                           five (5) year period.

                           A similar computation will be made for each
                           subsequent five (5) year period using as the base CPI
                           for comparison, the CPI in effect as of July 1, 1992.

                           In the event that an amendment is made by the United
                           States Department of Labor, Bureau of Labor
                           Statistics in calculating the CPI hereinabove
                           referred to, or if a substantial change is made in
                           the method of establishing such CPI, then the CPI
                           shall be adjusted to the figure that would have
                           resulted had no change occurred in the manner of
                           computing such CPI. In the event that such CPI (or a
                           successor or substitute index) is not available, a
                           reliable governmental or other non-partisan
                           publication evaluating the information heretofore
                           used in determining the CPI shall be used in lieu of
                           such CPI.

                           In the event of any dispute between the parties as to
                           this manner of computing any adjustment in the annual
                           rent, or as to the CPI to be used, or as to any other
                           matter arising under this Section 3, such dispute
                           shall be determined by arbitration. During any such
                           arbitration, Lessee shall continue to pay rent at the
                           rate theretofore applicable under the terms of this
                           Lease.

         5. If Lessee fails to pay the rental provided for herein when due,
Lessor shall have the right to give Lessee notice by registered mail to pay said
rent within fifteen (15) days and if Lessee should fail to pay said rent within
fifteen (15) days after said notice then Lessor may declare this Lease canceled.

         6. Lessee shall have the right to build and erect walls, buildings and
other structures upon the leased premises and shall likewise have the right to
build slips, docks and bulkheads thereon.

         7. It is understood that Lessee may either during the term of or at the
termination of this Lease remove any and all properties from the leased
premises, except:

                  A.       Slips.


                                      - 3 -




<PAGE>


<PAGE>



                  B.       Bulkheads.

                  C.       Docks and platforms.

                  D.       Concrete or wood floors or foundations for any of the
                           buildings or structures.

It is further understood and agreed that at the termination of the Lease Lessor
shall have the right to accept any of the improvements in their then present
condition left by Lessee, or to have Lessee remove same at Lessee's expense.

         8. Lessee agrees to pay for all water, gas, electric lights and power,
telephone, sewage disposal or any other services or utility charges incurred or
used on the leased premises.

         9. Lessee shall cause all improvements placed by Lessee upon the leased
premises to be assessed to Lessee on all tax rolls, and Lessee shall pay the
taxes assessed against such improvements. Should taxes on Lessee's improvements
be assessed to Lessor, then Lessee shall reimburse Lessor for any such taxes
paid by Lessor, such reimbursements shall be made within ninety (90) days after
receipt by Lessee of notice and proof of payment of such taxes by Lessor; and
Lessee may make such reimbursement in the manner hereinabove provided for the
payment of annual rental.

         10. The Lessee further agrees that during the term of this Lease any
and all property of any kind that may be on the leased premises shall be at the
sole risk of Lessee, and Lessor shall not be liable to Lessee, its invitees or
other person for any injury, loss or damage to the property or to any person
lawfully on the premises; Lessee agrees, binds and obligates itself to indemnify
and save harmless Lessor from any and all claims, demands, suits and judgements
therefor or on account of damage or injury, including death to persons and
damage to property arising out of or connection with the operation and use of
the leased premises and any improvements installed or placed thereon by Lessee
under this agreement.

         11. If, as a result of force majeure, judgement of any court of
competent jurisdiction, or order, decree or regulation of any governmental body
or official having jurisdiction, Lessee shall be prevented from utilizing the
leased premises as a menhaden processing facility or as a marine terminal with
the right to construct, maintain and utilize dockage, wharfage and other marine
facilities upon the leased premises and in the Calcasieu River fronting and
abutting same, then Lessee shall have and hereby is given the right and
privilege to terminate this Lease without liability to Lessor for the payment of
any unpaid rent, any penalty or any other or further sum whatsoever. Any such
cancellation shall be made by Lessee within a reasonable period of time after
the occurrence of such force majeure or rendition of the judgement, or issuance
of the order, decree or regulation which shall prevent Lessee from utilizing the
leased premises for the purposes mentioned; and


                                      - 4 -




<PAGE>


<PAGE>



within such period, Lessee shall so advise Lessor in writing of the cancellation
of this Lease and the reason therefor.

         12. Any and all notices required to be or which may be given shall be
so given in writing to the following addresses:

                  To Lessor:     The Ardoin Limited Partnership
                                 c/o Mrs. Goldie Ardoin, General Partner
                                 4400 W. Prien Lake Road
                                 Lake Charles, Louisiana

                  To Lessee:     Zapata Haynie Corporation
                                 P.O. Box 2868
                                 Hammond, Louisiana 78404

         13. Lessor hereby warrants title to the leased premises, and agrees to
place and maintain Lessee in possession thereof. Lessee shall act in a
reasonable manner to safeguard the leased premises against trespassers, and at
its own expense shall evict those who profess to occupy the leased premises
adversely to Lessee or Lessor.

         14. Lessee shall have the right to sublease the whole or any part of
the leased premises or to assign this Lease in whole or in part without first
obtaining the written consent of Lessor provided Lessee is responsible for the
consideration.

         15. In the event Lessor leases said property for oil, gas or mineral
extraction, said oil, gas or mineral lease shall provide that no drilling shall
be conducted on the leased premises herein, but may be exploited through
directional drilling.

         16. Lessee covenants and agrees that it shall have full responsibility
for any violation of any applicable federal, state or parish environmental laws
and regulations which heretofore may have risen or which hereinafter may arise
by reason of its occupancy and use of the leased premises during all periods
from and after June 30, 1966 and extending through the term of this Lease, as
the same may be extended, and Lessee hereby agrees to indemnify Lessor from and
against any and all claims which may arise with respect to any alleged
violations of any such laws and regulations, including without limitation the
costs of defending against any such claim and any and all costs of remediation
which may be required as a result thereof. Lessee's obligations as set forth in
this paragraph shall survive the termination of this Lease.


                                      - 5 -




<PAGE>


<PAGE>



         IN FAITH WHEREOF, Lessee and Lessor have signed these presents in
triplicate originals in the presence of the undersigned competent witnesses
after a due reading of the whole effective as of the 1st day of July, 1992.

                                               LESSOR:

                                               The Ardoin Limited Partnership

WITNESSES:

- ---------------------------                    ---------------------------------
                                               By:      Goldie Ardoin,
                                                        General Partner

- ---------------------------

         SWORN TO AND SUBSCRIBED before me this ___ day of April, 1993.


                                               ---------------------------------
                                               Notary Public


                                               LESSEE:

                                               Zapata Haynie Corporation

WITNESSES:

- --------------------------                     ---------------------------------
                                               By:      Kent R. Stephenson,
                                                        Vice President

- --------------------------


         SWORN TO AND SUBSCRIBED before me this ___ day of April, 1993.

                                               ---------------------------------
                                               Notary Public


                                      - 6 -




<PAGE>


<PAGE>



                               CORRECTION OF LEASE

STATE OF LOUISIANA

PARISH OF CALCASIEU

         KNOW ALL MEN BY THESE PRESENTS:

         This Correction of Lease is entered into by and between The Ardoin
Limited Partnership, a limited partnership organized and existing under the laws
of the State of Louisiana, hereinafter referred to as Lessor, and Zapata Haynie
Corporation, a corporation organized and existing under the laws of the State of
Virginia, hereinafter referred to as Lessee, both of which do mutually covenant
and agree as follows:

                              W I T N E S S E T H:

         By Lease effective as of the 1st day of July, 1992, The Ardoin Limited
Partnership, as Lessor, and Zapata Haynie Corporation, as Lessee, entered into a
lease affecting the property more fully described in said Lease, which said
Lease is made a part hereof by reference thereto.

         That an error was made and committed in describing the property which
The Ardoin Limited Partnership let, leased and hired to Zapata Haynie
Corporation.

         That The Ardoin Limited Partnership and Zapata Haynie Corporation do
hereby correct the said Lease to revise the description of the property let,
leased and hired by The Ardoin Limited Partnership to Zapata Haynie Corporation
in the said Lease to read as follows, to wit:

         1.       In Sections 33 and 34, Township 15 South, Range 10 West,
                  Cameron Parish, Louisiana, and fully described as:

                  Commencing at a point on the South line of Section 33 which is
                  North 89[d]51' East 5081.1 feet from the back corner
                  common to Sections 32 and 33, said point of beginning is also
                  North 89[d]51' East 31.1 feet from an existing 4"
                  transite pipe set on the United States Coast Guard Survey of
                  1960 and is on the right of way line of the existing ship
                  channel; thence North 2[d]58' West 1,881.57 feet along
                  the right of way line of the existing ship channel to a 1" bar
                  situated on the North line of Section 34; thence West 420.31
                  feet along the North line of





<PAGE>


<PAGE>



                  Section 34 to the eastern right of way line of Louisiana State
                  Highway 27; thence South 3[d]59' East 1,883.23 feet along
                  the eastern right of way line of Louisiana State Highway 27 to
                  the South line of Section 33; and thence North 89[d]51'
                  East 386.8 feet along the South line of Section 33 to the
                  point of commencement.

         2.       In Sections 33 and 34, Township 15 South, Range 10 West,
                  Cameron Parish, Louisiana, and fully described as:

                  Commencing at a point formed by the intersection of the south
                  line of Section 33 and the western right of way line of
                  Louisiana State Highway 27; thence North 3[d]59' West
                  1,883.23 feet along the western right of way line of Louisiana
                  State Highway 27 to the North line of Section 34; thence West
                  500 feet along the North line of Section 34; thence South
                  3[d]59' East 1,883.23 feet to the South line of Section
                  33; thence East 500 feet along the South line of Section 33 to
                  the point of commencement.

         That except for correcting the description of the property subject to
the said Lease, all of the other terms, conditions, covenants, obligations and
agreements contained in the said Lease shall remain in full force and effect.

         That the sole and only purpose of this Correction of Lease is to
properly describe the property subject to the said Lease.

         IN FAITH WHEREOF, The Ardoin Limited Partnership and Zapata Haynie
Corporation have signed these presents in triplicate originals in the presence
of the undersigned competent witnesses after a due reading of the whole
effective as of the 1st day of July, 1992.

                                      LESSOR:

WITNESSES:                            THE ARDOIN LIMITED PARTNERSHIP

                                      By:
- -----------------------------            -------------------------------
                                               Goldie Ardoin
                                               General Partner
- ---------------------------





                                      - 2 -




<PAGE>


<PAGE>



         SWORN TO AND SUBSCRIBED before me this 22nd day of February, 1994.


                                      --------------------------------------
                                      Notary Public
                                     
                                      LESSEE:
                                     
WITNESSES:                            ZAPATA HAYNIE CORPORATION
                                     
                                      By:
- -----------------------------            -------------------------------
                                           Joseph L. von Rosenberg, III

- -----------------------------   

         SWORN TO AND SUBSCRIBED before me this __ day of March, 1994.

                                      ----------------------------------
                                      Notary Public


                                      - 3 -




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                                 LEASE AGREEMENT


THE STATE OF LOUISIANA      )

PARISH OF ST. MARY          )


         This Lease Agreement is made and entered into this the ___ day of
__________________, 199__, by and between O.W. BURTON, JR., INDIVIDUALLY AND AS
TRUSTEE OF THE TRUST OF ANNA BURTON, hereinafter called Owner, and PROTEIN
SECURITIES COMPANY, a corporation, hereinafter called Tenant.

         In consideration of the mutual covenants and agreements herein set
forth, and other good and valuable consideration, Owner does hereby demise and
lease to Tenant, and Tenant does hereby lease from Owner, six (6) acres of
property, more or less, as described in Exhibit "A," attached hereto and
incorporated herein for all purposes, hereinafter called the "leased premises,"
under the terms and conditions hereinafter contained, on a "net-net-net lease"
basis, with Tenant obligated to pay all rentals, plus insurance, taxes and
maintenance, as hereinafter provided.

                                 ARTICLE 1. TERM

                                  TERM OF LEASE

         1.01 The term of this Lease shall commence on the _____ day of
___________, 199__ (the "Commencement Date"), and shall expire on November __,
2002, subject to the purchase option granted hereinbelow.





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                         PRORATED RENT FOR PARTIAL MONTH

         1.02 In the event said commencement falls on other than the first day
of a month, then the Tenant shall pay a prorated rent for said partial month and
the five (5) year term of the Lease shall be adjusted to run from the first day
of the following month.

                                 ARTICLE 2. RENT

                                      RENT

         2.01 Tenant agrees to pay to Owner without any prior demand therefor
and without any deduction or set off whatsoever, the sum of one dollar ($1.00)
in advance on the first day of each calendar month of lease term. If the term
shall commence on a day other than the first day of a calendar month, then
Tenant shall pay, on the Commencement Date of the term, a pro rata portion of
the fixed monthly rent described above, prorated on a per diem basis with
respect to such fractional calendar month.

                               ARTICLE 3. BUSINESS

         Tenant may use the leased premises for any lawful use and purpose, and
will comply, and will cause its employees, agents, and invitees to comply, with
all applicable federal, state and local laws and ordinances, and with all rules
and regulations of governmental agencies, especially those dealing with
environmental quality.

                      ARTICLE 4. MAINTENANCE AND SURRENDER

                                   MAINTENANCE

         4.01 Tenant shall at its expense and risk maintain the roof,
foundation, underground or otherwise concealed plumbing, and the structural
soundness of the exterior walls (including all windows, window glass, plate
glass, and all doors) and all other parts of each


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building and other improvements on the leased premises in good repair and
condition, including but not limited to, repairs (including all necessary
replacements) to the interior plumbing, windows, window glass, plate glass,
doors, heating system, air conditioning equipment, fire protection sprinkler
system, and the interior and exterior of the building in general; and including
the reasonable costs of landscape maintenance, outdoor lighting and cleaning,
resurfacing, striping and maintaining all parking and service areas.
Notwithstanding anything contained in the paragraph, the condition of said
leased premises shall be maintained in the same or better condition as on the
Commencement Date of this Lease.

                                    SURRENDER

         4.02 Tenant shall throughout the lease term maintain the building and
other improvements constituting the leased premises and keep them free from
waste or nuisance, and shall deliver up the premises in a clean and sanitary
condition at the termination of this Lease in good repair and condition,
reasonable wear and tear and damage by fire, tornado, or other casualty
expected. In the event Tenant should neglect to reasonably maintain the leased
premises, Owner shall have the right, but not the obligation, to cause repairs
or corrections to be made, and any reasonable costs therefore shall be payable
by Tenant to Owner as additional rental on the next rental installment date.

                   ARTICLE 5. OBLIGATIONS OF OWNER AND TENANT

                              TAXES AND ASSESSMENTS

         5.01 (a) Tenant shall pay and fully discharge all taxes, special
assessments, and governmental charges of every character imposed during the term
of this Lease on the leased


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premises or any part thereof, and all improvements erected thereon. Tenant shall
pay all such taxes, charges and assessments to the public officer charged with
the collection thereof not less than fifteen (15) days before the same shall
become delinquent, and Tenant agrees to indemnify and save harmless Owner from
all such taxes, charges and assessments. Tenant shall have the right in good
faith at its cost and expense to contest any such taxes, charges and
assessments, and shall be obligated to pay the contested amount only if and when
finally determined to be due. Taxes shall be prorated for the year of the
Commencement Date.

         (b) Subject to the right of Tenant to contest taxes, special
assessments, and governmental charges, as hereinabove provided, Owner may at any
time that the payment of any items of taxes, special assessments, or
governmental charges which Tenant is obligated to pay under the provisions
hereof remains unpaid give written notice to Tenant of its default, specifying
the same, and if Tenant continues to fail to pay such item of taxes, special
assessments or governmental charges or to contest the same in good faith, then
at any time after ten (10) days from such written notice, Owner may pay the
items specified in the notice, and Tenant covenants thereupon on demand to
reimburse and pay Owner any amount so paid or expended in the payment of the
items specified in the notice, with interest thereon at the rate of ten percent
(10%) per annum from the date of such payment by Owner until paid by Tenant.
Provided, however, if Owner, without giving the requisite ten (10) days' notice
above provided for, pays any such item which has not been paid by Tenant within
the time required in subparagraph (a) above, or which has not then or


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thereafter been successfully contested by Tenant, Tenant shall nevertheless
reimburse Owner for such item, but without interest.

         (c) All taxes assessed prior to but payable in whole or in installments
after the effective date of the lease term and all taxes assessed during the
term but payable in whole or in installments after the lease term, shall be
adjusted and prorated, so that Owner shall pay its prorated share for the period
prior to and for the period subsequent to the lease term and Tenant shall pay
its prorated share for the lease term.

                     ALTERATIONS, ADDITIONS AND IMPROVEMENTS

         5.02 Tenant shall not create any openings in any roof or exterior
walls, nor make any alterations, additions, or improvements to the leased
premises without the prior written consent of Owner. Consent for nonstructural
alterations, additions or improvements shall not be unreasonably withheld by
Owner. Tenant shall have the right at all times to erect or install trade
fixtures, provided that Tenant complies with all applicable governmental laws,
ordinances and regulations. All alterations, additions, or improvements made by
Tenant shall become the property of Owner at the termination of this Lease;
however, the Tenant shall promptly remove, if Owner so elects, all alterations,
additions, and improvements, and any other property placed in the premises by
Tenant, and Tenant shall repair any damage caused by such removal.

                                      SIGNS

         5.03 Tenant has the right to erect signs on any portion of the leased
premises, including, but not limited to, the exterior walls of any building,
subject to applicable laws


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and deed restrictions. Tenant shall remove all signs at the termination of this
Lease, and shall repair any damage and close any holes caused by such removal.

                                 UTILITY CHARGES

         5.04 Tenant shall pay all utility charges for water, garbage
collection, sewer charges, electricity, heat, gas, and power used in and about
the leased premises, including any connection therefor, all such charges to be
paid by Tenant to the utility company or municipality furnishing the same,
before the same shall become delinquent.

                                    INSURANCE

         5.05 (a) Owner shall, at Tenant's expense, during the term of this
Lease, keep all buildings and structures on said premises insured against loss
or damage by fire, with extended coverage, if obtainable, to include direct loss
by flood, windstorm, hail, explosion, riot, or riot attending a strike, civil
commotion, aircraft, vehicles, and smoke in the aggregate amounts of not less
than the full fair insurable value thereof. Such policy or policies of insurance
shall name Owner as a named insured and shall provide that any loss shall be
payable solely to Owner (and to Owner's mortgagee, if any, as their respective
interests may appear), which sum Owner (and Owner's mortgagee, as applicable)
shall use for repair and restoration purposes, subject to the limitations
hereinafter contained. Tenant shall pay to Owner the premiums coming due on such
policy or policies as billed by Owner. Owner shall have no liability to Tenant
for Owner's failure to obtain such insurance in any event, the insurance
requirement being included for the protection of Owner's investment only.

         (b) Tenant, at its own expense, also shall provide and maintain in
force during the term of this Lease, Bodily Injury Liability and Property Damage
Liability insurance


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(Owner's, Landlord's and Tenant's coverage) in the amount of not less than One
Million Dollars ($1,000,000.00) covering Owner as well as Tenant with one or
more responsible insurance companies duly authorized to transact business in
Louisiana. Tenant shall furnish Owner with certificates of all insurance
required by this section. If Tenant does not maintain such insurance in full
force and effect, Owner may notify Tenant of such failure and if Tenant does not
deliver to Owner within ten (10) days after such notice certification showing
all such insurance to be in full force and effect, Owner may, at its option,
take out the necessary insurance to comply with the provisions hereof and pay
the premiums on the items specified in such notice, and Tenant covenants
thereupon on demand to reimburse and pay Owner any amount so paid or expended in
the payment of the insurance premiums required hereby and specified in the
notice, with interest at the rate of ten percent (10%) per annum from the date
of such payment by Owner until repaid by Tenant.

                            FIRE AND CASUALTY DAMAGE

         5.06 If any building or other improvements on the leased premises
should be damaged or destroyed by fire, tornado, or other casualty, Tenant shall
give immediate written notice thereof to Owner.

                                TOTAL DESTRUCTION

         (a) If any building on the leased premises should be totally destroyed
by fire, tornado, or other casualty, or it should be so damaged that rebuilding
or repairs cannot reasonably be completed within one hundred eighty (180)
working days from the date of written notification by Tenant to Owner of the
occurrence of the damage, this Lease shall terminate and rent shall be abated
for the unexpired portion of this Lease, effective as of the


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date of said written notification. The provisions of Article 12.10 hereof shall
operate to extent said one hundred eighty (180) day period if rebuilding or
repairs are delayed by force majeure.

                                 PARTIAL DAMAGE

         (b) If any building or other improvements on the leased premises should
be damaged by fire, tornado, or other casualty, but not to such an extent that
rebuilding or repairs cannot reasonably be completed within one hundred eighty
(180) working days from the date of written notification by Tenant to Owner of
the occurrence of the damage, this Lease shall not terminate but Owner shall, if
the casualty has occurred prior to the final two (2) years of the lease term, at
his sole cost and risk proceed forthwith to rebuild or repair such building and
other improvements to substantiate the condition in which they existed prior to
such damage. If the casualty occurs during the final two (2) years of the lease
term, Owner shall not be required to rebuild or repair such damage. If the
building and other improvements are to be rebuilt or repaired and are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be adjusted
equitably. In the event that Owner should fail to complete such rebuilding or
repairs within one hundred eighty (180) working days from the date of written
notification by Tenant to Owner of the occurrence of the damage, Tenant may at
its option terminate this Lease by written notification at such time to Owner,
whereon all rights and obligations hereunder shall cease. The provisions of
Article 11.10 hereof shall operate to extend said one hundred eighty (180) day
period if rebuilding or repairs are delayed by


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force majeure or Tenant may make such repairs at the cost and expense of Owner
and deduct same from future rental payments until Tenant has been fully
reimbursed.

                                  CONDEMNATION

         5.07 If during the term of this Lease or any extension or renewal
thereof, all of the leased premises should be taken by right of eminent domain,
this Lease shall terminate and the rent shall be abated during the unexpired
portion of this Lease, effective as of the date of the taking of said premises
by the condemning authority.

         If less than all of the leased premises shall be taken by right of
eminent domain, Owner or Tenant shall have the option to terminate this Lease on
the date of taking by written notice to Tenant or Owner within sixty (60) days
after the filing of the action in eminent domain, in which event Owner and
Tenant shall be entitled to have the proceeds divided according to law.

                                 QUIET ENJOYMENT

         5.08 Conditioned on Tenant's performance of each and every condition,
obligation and duty of Tenant, the prompt payment of all sums to be paid by
Tenant, and so long as Tenant is not in default under any provision hereof,
Owner warrants that Tenant shall peaceably and quietly enjoy the leased property
without disturbance from Owner.

                              ARTICLE 6. INDEMNITY

         Tenant agrees to indemnify and hold Owner harmless against any and all
claims, demands, damages, costs and expenses, including reasonable attorney's
fees for the defense thereof, arising from the conduct or management of Tenant's
business in the leased premises or from any breach on the part of Tenant of any
conditions of this Lease, or from any act


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or negligence of Tenant, its agents, contractors, employees, subtenants,
concessionaires, or licensees in or about the leased premises. In case of any
action or proceeding brought against Owner by reason of any such claim, Tenant,
upon notice from Owner, covenants to defend such action or proceeding by counsel
acceptable to Owner.

         In addition to the foregoing, and not by way of limitation thereof,
Tenant agrees to indemnify and hold Owner harmless from any and all liability,
damages or costs of any kind or character for injury to persons or property in
the leased premises or about or around the leased premises. Tenant also agrees
to indemnify and hold Owner harmless from all liability, damages and costs of
any and every kind and character, that may arise from the Tenant's improper care
of the leased premises, or arising out of Tenant's use and occupancy of the
leased premises, it being specifically agreed that Owner shall not be liable for
any damage or injury to Tenant or any other person or persons, or to his or
their property, goods or chattels caused by water, rain or snow, gas, steam or
electricity, flooding, or by reason of breakage, leakage or obstruction of any
pipes or leakage of any character, including roof leakage.

         It is expressly agreed that in the event Tenant violates any
regulation, ordinance or law that results in Owner being cited by the city or
any other regulatory or enforcing authority, Tenant agrees to hold Owner
harmless in all respects.

                               ARTICLE 7. DEFAULT

                                DEFAULT BY TENANT

         7.01 (a) If Tenant shall allow the rent to be in arrears more than five
(5) days after written notice of such delinquency or shall remain in default
under any other provision


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or condition of this Lease for a period of fifteen (15) days after written
notice from Owner, or should any other person that Tenant secures possession of
the premises, or any part thereof, by reason of any receivership, bankruptcy
proceedings, or other operation of law in any manner whatsoever, Owner may at
its option, without notice to Tenant, terminate this Lease, or in the
alternative, Owner may reenter and take possession of said premises and remove
all persons and property therefrom, without being deemed guilty of any manner of
trespass, and relet the premises of any part thereof, for all or any part of the
remainder of said term, to a party satisfactory to Owner, and at such monthly
rental as Owner may with reasonable diligence be able to secure. Should Owner be
unable to relet after reasonable efforts to do so, or should such monthly rental
be less than the rental Tenant was obligated to pay under this Lease, or any
renewal thereof, plus the expense or reletting, then Tenant shall pay the amount
of such deficiency to Owner.

         (b) It is expressly agreed that in the event of default by Tenant
hereunder, Owner shall have a lien upon all premises and upon all personal
property located on said leased premises, as security for rent due and to become
due for the remainder of the current lease term, which lien shall not be in lieu
of or in any way affect the statutory landlord's lien given by law, but shall be
cumulative thereto; and Tenant hereby grants to Owner a security interest in all
such personal property placed in said leased premises for such purposes subject
to any purchase money security lien given on equipment, furniture, fixtures or
other items by Tenant. This shall not prevent the sale, exchange or replacement
by Tenant of any personal property in the ordinary course of business free of
such lien to Owner. In the event Owner exercises the option to terminate the
lease hold, reenter, and


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relet the premises as provided in the preceding paragraph, then Owner after
giving reasonable notice to Tenant of the intent to take possession and giving
an opportunity for a hearing thereon, may take possession of all of Tenant's
property on the premises and sell same at public or private sale after giving
Tenant reasonable notice of the time and place of any public or private sale
after giving Tenant reasonable notice of the time and place of any public sale
or of the time after which any private sale is to be made, for cash or on
credit, or for such prices and terms as Owner deems best, with or without having
the property present at such. The proceeds of such sale shall be applied first
to the necessary and proper expense of removing, storing, and selling such
property, then to the payment of any rent or other sum due or to become due
under this Lease, with the balance, if any, to be paid to Tenant.

         (c) All rights and remedies of Owner under this Lease shall be
cumulative, and none shall exclude any other right or remedy at law. Such rights
and remedies may be exercised and enforced concurrently and whenever and as
often as occasion therefor arises.

         (d) If any rental shall not be paid within ten (10) days from its due
date, in addition to all other remedies of Owner, Tenant shall pay to Owner, on
demand by Owner, as additional rental, a sum equal to ten percent (10%) of such
late rental payment or Twenty-five and 00/1000 ($25.00) Dollars, whichever is
greater, to offset the expense of Owner in accounting for such late payment.


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                                DEFAULT BY OWNER

         7.02 If Owner defaults in the performance of any term, covenant, or
condition required to be performed by him under this Lease, Tenant may elect
either one of the following:

              (a) After not less than thirty (30) days written notice to Owner,
Tenant may remedy such default by any necessary action, and in connection with
such remedy may pay expenses and employ counsel; all sums expended or
obligations incurred by Tenant in connection therewith shall be paid by Owner to
Tenant on demand, and on failure of such reimbursement, Tenant may, in addition
to any other right or remedy that Tenant may have, deduct the cost and expenses
thereof from rent subsequently becoming due hereunder; or

              (b) Elect to terminate this Lease on giving at least forty-five
(45) days' notice to Owner of such intention, thereby terminating this Lease on
the date designated in such notice, unless Owner shall have cured such default
prior to expiration of the forty-five (45) day period.

                         ARTICLE 8. INSPECTION BY OWNER

         Tenant shall permit Owner and his agents to enter into and upon the
leased premises at all reasonable times for the purpose of inspecting the same
or for the purpose of maintaining or making repairs or alterations to any
building.

                       ARTICLE 9. ASSIGNMENT AND SUBLEASE

                       ASSIGNMENT AND SUBLETTING BY TENANT

         9.01 Neither Tenant nor Tenant's legal representative or successor in
interest by operation or law or otherwise shall assign this Lease, or any
interest therein, or sublet the


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leased premises, or any part thereof, or right or privilege pertinent thereto,
without the prior written consent of Owner. Any assignee approved by Owner must
assume in writing all of Tenant's obligations under this Lease, and Tenant shall
remain liable for each and every obligation under this Lease. The Owner will be
paid by Tenant a minimum charge of $100.00 for each permitted assignment or
subletting.

                               ASSIGNMENT BY OWNER

         9.02 Owner is expressly given the right to assign any or all of its
interest under the terms of this Lease.

                           ARTICLE 10. TENANT HOLDOVER

         In the event Tenant remains in possession of the leased premises after
the expiration of the term of this Lease Agreement or any agreed extension
thereof, such holding over on the part of the Tenant will not renew or extend
this Lease Agreement, and Tenant shall be deemed to be occupying and using the
leased premises as a tenant at the sufferance of Owner, subject to all of the
terms, conditions and provisions contained in this Lease Agreement insofar as
the same are applicable to a tenancy at sufferance; provided, however, in such
event Tenant covenants and agrees to pay to Owner monthly as rent for the leased
premises for such holding over, a sum equal to one hundred fifty percent (150%)
of the total rental due or paid by Tenant for the last month of the term of this
Lease Agreement and all other sums required to be paid by Tenant under this
Lease Agreement.


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                            ARTICLE 11. MISCELLANEOUS

                              NOTICES AND ADDRESSES

         11.01 All notices provided to be given under this Lease shall be given
by certified mail or registered mail, addressed to the property party, at the
following address:

         OWNER:                                   TENANT:
         O.W. BURTON, JR., INDIVIDUALLY           PROTEIN SECURITIES COMPANY
         AND AS TRUSTEE OF THE TRUST OF           1717 ST. JAMES PLACE
         ANNA BURTON                              SUITE 550
         P.O. BOX 1230                            HOUSTON, TEXAS 77056
         BRIDGE CITY, TEXAS 77611

                                  PARTIES BOUND

         11.02 This Lease shall be binding upon the inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this Lease.

                               TEXAS LAW TO APPLY

         11.03 To the maximum extent allowable under law, this Lease shall be
construed under and in accordance with the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in Orange County,
Texas.

                               LEGAL CONSTRUCTION

         11.04 In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions thereof and this Lease shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.


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                           PRIOR AGREEMENTS SUPERSEDED

         11.05 This Lease constitutes the sole and only agreement of the parties
hereto and supersedes any prior understandings or written or oral agreements
between the parties respecting the within subject matter.

                                    AMENDMENT

         11.06 No amendment, modification, or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof and duly executed by the parties hereto.

                         RIGHTS AND REMEDIES CUMULATIVE

         11.07 The rights and remedies provided by this Lease Agreement are
cumulative and the use of any one right or remedy by either party shall not
preclude or waive its right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law,
statute, ordinance, or otherwise.

                                WAIVER OF DEFAULT

         11.08 No waiver by the parties hereto of any default or breach of any
term, condition, or covenant of this Lease shall be deemed to be waiver of any
other breach of the same or any other term, condition, or covenant contained
herein.

                                 ATTORNEYS' FEES

         11.09 In the event Owner or Tenant breaches any of the terms of this
Lease whereby the party not in default employs attorneys to protect or enforce
its rights hereunder and prevails, then the defaulting party agrees to pay to
the other party reasonable attorneys' fees so incurred by such other party.


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                                  FORCE MAJEURE

         11.10 Neither Owner nor Tenant shall be required to perform any term,
condition, or covenant in this Lease so long as such performance is delayed or
prevented by force majeure, which shall mean acts of God, strikes, lockouts,
material or labor restrictions by any governmental authority, shortage or
unavailability of labor or materials, civil riot, floods, and any other cause
not reasonably within the control of Owner or Tenant and which by the exercise
of due diligence Owner or Tenant is unable, wholly or in part, to prevent or
overcome.

                                 TIME OF ESSENCE

         11.11 Time is of the essence of this Lease.

                              CONDITION OF PREMISES

         11.12 The leased premises and improvements have been examined by
Tenant, or accepted by Tenant in "as is" condition, and are accepted by Tenant
as being fit for the purposes for which such premises are leased.

                 SUBORDINATION TO EXISTING AND FUTURE MORTGAGES

         11.13. This Lease shall be subject and subordinate at all times to the
lien of existing mortgages and of mortgages which hereafter may be made a lien
on the leased property. Although no instrument or act on the part of the Tenant
shall be necessary to effectuate such subordination, the Tenant will,
nevertheless, execute and deliver such further instruments subordinating this
Lease to the lien of any such mortgages as may be desired by the mortgagee. The
Tenant hereby appoints the Owner its attorney-in-fact, irrevocably, to execute
the deliver any such instrument for the Tenant.


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                            PLACE FOR PAYMENT OF RENT

         11.14 All rent payable hereunder to Owner shall be payable at Owner's
address for notices or at such other address as Owner may from time to time
designate.

                                 PURCHASE OPTION

         11.15 Owner grants to Tenant, for the duration of the term of this
Lease, an exclusive option to purchase the leased premises, including all
improvements located thereon, on the following terms and conditions:

               (a) Tenant may exercise this option only by giving written notice
to Owner of Tenant's intent to exercise such option.

               (b) Owner and Tenant have heretofore entered into one certain
Lease Agreement dated November ___, 1997 for 45 acres of land adjacent to the
leased premises (the "Adjacent Land"). This option to purchase may only be
exercised if Tenant exercises its option to purchase, and in fact closes the
purchase of, the Adjacent Land.

               (c) The full purchase price for the leased premises shall be the
sum of one dollar ($1.00). 


               (d) Owner shall furnish to Tenant, within fifteen (15) days after
receiving notice of Tenant's intention to exercise its option, a survey and a
commitment for title insurance issued by a title company of Tenant's selection.
Within fifteen (15) days after the delivery of such commitment to Tenant, Tenant
shall furnish Owner with a written list of Tenant's objections, if any, to the
title to the leased premises. Owner shall then have twenty (20) days after
receipt of such written list of objections to meet any requirements made by
Tenant, and Owner agrees to use its best efforts to meet any such requirements.


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If Owner is unable to meet the requirements made by Tenant within such twenty
(20) day period (or any extension thereof as hereinafter provided), Tenant's
offer to purchase the leased premises shall automatically terminate unless
Tenant agrees in writing to grant an extension of time to Owner to meet such
requirements or agrees to purchase the leased premises notwithstanding Tenant's
objections. Upon the termination of Tenant's offer to purchase the leased
premises, as provided herein, Tenant shall retain the right to exercise its
purchase option herein in the future and this Lease shall remain in effect.

               (e) In the event Tenant fails to close the sale (through no fault
on the part of Owner) within forty-five (45) days after exercising such option
then Tenant's offer to purchase shall be deemed terminated, and this Lease
Agreement shall continue in effect as though Tenant had not exercised such
purchase option.

               (f) On closing of the sale, Owner shall convey to Tenant by
general warranty deed good and marketable title to the leased premises, as
evidenced by a title insurance policy in the amount desired by Tenant issued by
a title company of Tenant's selection, subject only to the following exceptions:

                   1. Any and all restrictions, covenants, conditions,
easements, rights of way, oil, gas and other mineral reservations and other
reservations, if any, relating to the leased premises, but only to the extent
that they are still in effect, shown of record in the hereinabove mentioned
county and state and shown on the title insurance policy as exceptions to
insurance coverage or as matters to which such coverage is subject, and all
zoning laws, regulations and ordinances of municipal and/or other governmental
authorities, if any, but only to the extent they are still in effect relating to
the leased premises.


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                   2. Any discrepancies, conflicts, or shortages in area or
boundary lines, or any encroachments, or any overlapping of improvements.

                   3. All taxes for the current year and subsequent years, and
subsequent assessments for prior years due to change in land usage or ownership,
not yet due and payable.

                   4. Any liens which may be created hereunder.

                   5. Rights of parties in possession.

               (g) All realtor or broker commissions, filing fees, cost of
owner's title insurance policy, and costs of environmental studies and
remediation, if any, shall be paid by Tenant; provided, however, that Owner and
Tenant shall each bear their own respective attorney's fees.

               (h) By exercising its option and by purchasing the leased
premises, Tenant agrees to indemnify, hold harmless and defend Owner against any
and all demands or claims based upon any allegations of environmental harm or
damage to the leased premises, including any assessments, fines, penalties, or
claims for costs of remediation, regardless of the party or governmental entity
making such claims, and regardless of when such alleged contamination or other
violations may have occurred. This obligation shall survive the closing of such
purchase.

         IN WITNESS WHEREOF, the undersigned Owner and Tenant hereto execute
this Lease as of the day and year first above written.


                                       20




<PAGE>


<PAGE>



                                    AGREEMENT

THE STATE OF LOUISIANA      )

PARISH OF ST. MARY          )

         KNOW ALL BY THESE PRESENTS: that O.W. BURTON, JR., INDIVIDUALLY AND AS
TRUSTEE OF THE TRUST OF ANNA BURTON, (hereinafter "Grantor"), owners of certain
real property, desire to furnish an option, as set forth in Louisiana Civil Code
Article 2620, to lease such property to Protein Securities Company (hereinafter
"Grantee"). The Grantor and Grantee's consent to this agreement is evidenced by
their signatures; performed under authentic act. The Lease Agreement to be
executed is attached hereto and is incorporated herein for all purposes; the
property is described in Exhibit "A" to such Lease Agreement.

         This option is exercisable by execution of the attached Lease
Agreement.

         FURTHER, Pursuant to LA. C.C. article 2620, Grantor desires, offers and
agrees to furnish unto Grantee an option to purchase the property. Grantor
represents that he has both the power and authority to execute this document and
agrees to indemnify Grantee against any loss, including attorney's fees and
costs, to which Grantee may be exposed in the event the Grantee's right to
exercise this option is challenged. Said option is to be exercised by November
25, 2002. Said option to purchase can be exercised only if the option to
purchase the property contained in the attached Lease Agreement is properly
exercised. The purchase price of the immovable property set forth in Exhibit "A"
to the Lease Agreement is One Dollar ($1.00) U.S. currency. This agreement
performed under authentic act.

GRANTOR:                                       GRANTEE:

___________________________                    ___________________________
By: O.W. BURTON                                By: Eric T. Furey for Lessor
                                               Protein Security Company

WITNESSES:

___________________________

___________________________

___________________________

SWORN TO SUBSCRIBED BEFORE ME BY ALL PARTICIPANTS AND WITNESSES, 
ON THIS 25TH DAY OF NOVEMBER, 1997.

___________________________
NOTARY PUBLIC


                                       21




<PAGE>


<PAGE>



                                                                       EXHIBIT A

          That certain tract or parcel of land measuring 6.2 acres,
          more or less, situated in Section 44, T16S, R13E, St. Mary
          Parish, Louisiana, being further described as Tract
          "A-B-C-D-A" on a plan of land by Glenn E. Miller, Land
          Surveyor, showing property of Intercoastal Shipyard, a copy
          of which plan is attached hereto for greater particularity
          and made a part hereof, which property fronts on Bayou Boeuf
          by 378 feet more or less.


                                       22




<PAGE>


<PAGE>



                       STATUTORY DURABLE POWER OF ATTORNEY

NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. THEY ARE
EXPLAINED IN THE DURABLE POWER OF ATTORNEY ACT, CHAPTER XII, TEXAS PROBATE CODE.
IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE.
THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE
DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU LATER WISH 
TO DO SO.

         I. O.W. BURTON, JR., reside at E. Roundbunch Road, Bridge City, Texas,
and I hereby appoint my daughter, RACHEL BURTON WHEELER, as my agent
(attorney-in-fact) to act for me in any lawful way with respect to all of the
following powers except for a power that I have crossed out below.

          TO WITHHOLD A POWER, YOU MUST CROSS OUT EACH POWER WITHHELD.

                  Real property transactions;
                  Tangible personal property transactions; 
                  Stock and bond transactions; 
                  Commodity and option transactions;
                  Banking and other financial institution transactions; 
                  Business operating transactions;
                  Insurance and annuity transactions; 
                  Estate, trust, and other beneficiary transactions;
                  Claims and litigation;
                  Personal and family maintenance;
                  Benefits from Social Security, Medicare, Medicaid, or other
                     governmental programs or civil or military services;
                  Retirement plan transactions; and
                  Tax Matters.


         IF NO POWER LISTED ABOVE IS CROSSED OUT, THIS DOCUMENT SHALL BE
CONSTRUED AN INTERPRETED AS A GENERAL POWER OF ATTORNEY AND MY AGENT (ATTORNEY
IN FACT) SHALL HAVE THE POWER AND AUTHORITY TO PERFORM OR UNDERTAKE ANY ACTION I
COULD PERFORM OR UNDERTAKE IF I WERE PERSONALLY PRESENT.

ON THE FOLLOWING LINES YOU MAY GIVE SPECIAL INSTRUCTIONS LIMITING OR EXTENDING
THE POWERS GRANTED TO YOUR AGENT.

IN ADDITION TO THE POWERS SET FORTH ABOVE, MY DAUGHTER, RACHEL BURTON WHEELER
HAS THE POWER TO SIGN ANY AND ALL DOCUMENTATION IN THE SALE OF ASSETS AND/OR
LEASE OF THE PROPERTY IN THE ESTATE OF ANNIE BURTON AND FOR MY UNDIVIDED
INTEREST THEREIN TO GULF PROTEIN SECURITIES.


                                       23




<PAGE>


<PAGE>



UNLESS YOU DIRECT OTHERWISE ABOVE, THIS POWER OF ATTORNEY IS EFFECTIVE
IMMEDIATELY AND WILL CONTINUE UNTIL IT IS REVOKED.

         CHOOSE ONE OF THE FOLLOWING ALTERNATIVES BY CROSSING OUT THE
ALTERNATIVE NOT CHOSEN:

         (A) This Power of Attorney is not affected by my subsequent disability
or incapacity.

         (B) This Power of Attorney becomes effective upon my disability or
incapacity.

         YOU SHOULD CHOOSE ALTERNATIVE (A) IF THIS POWER OF ATTORNEY IS TO
BECOME EFFECTIVE ON THE DATE IT IS EXECUTED.

         IF NEITHER (A) NOR (B) IS CROSSED OUT, IT WILL BE ASSUMED THAT YOU
CHOSE ALTERNATIVE (A).

         If Alternative (B) is chosen and a definition of my disability or
incapacity is not contained in this Power of Attorney, I shall be considered
disabled or incapacitated for purposes of this Power of Attorney if a physician
certifies in writing at a date later than the date this Power of Attorney is
executed that, based on the physician's medical examination of me, I am mentally
incapable of managing my financial affairs. I authorize the physician who
examines me for this purpose to disclose my physical or mental condition to
another person for purposes of this Power of Attorney. A third party who accepts
this Power of Attorney is fully protected from any action taken under this Power
of Attorney that is based on the determination made by a physician of my
disability or incapacity.

         I agree that any third party who receives a copy of this document may
act under it. Revocation of the Durable Power of Attorney is not effective as to
a third party until the third party receives actual notice of the revocation. I
agree to indemnify the third party for any claims that arise against the third
party because of reliance on this Power of Attorney.

         If any agent named by me dies, becomes legally disabled, resigns, or
refuses to act, I name the following (each to act alone and successively, in the
order named) as successor(s) to that agent:
_________________________________________________________________.

         Signed this 24th day of November, 1997.

                                    _____________________________________
                                    O.W. BURTON, JR.


                                       24




<PAGE>


<PAGE>


THE STATE OF TEXAS     )

COUNTY OF ORANGE       )

         This document was acknowledged before me on the 24th day of November,
1997, by O.W. BURTON, JR.

                                     ___________________________________
                                     NOTARY PUBLIC, STATE OF TEXAS

         THE ATTORNEY IN FACT OR AGENT, BY ACCEPTING OR ACTING UNDER THE
APPOINTMENT, ASSUMES THE FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT.


                                       25





<PAGE>





<PAGE>


                                                           Abbeville Plant Lease
                                                           Property 16.453 acres

     This Agreement of Lease, effective November 16, 1964, by and between ANDRE
CESSAC, husband of, and LILLIE MAE RICHARD, presently residing together in
Vermilion Parish, Louisiana (hereinafter called Lessors) and SEACOAST PRODUCTS,
INC., a Delaware corporation, domiciled in Lewes, Delaware (hereinafter called
Lessee), herein represented by Otis H. Smith, its President.

                                   WITNESSETH:

     1. Lessors, as owners of the usufruct of the property described as (a)
hereinafter, by virtue of that certain deed dated December 14, 1964, recorded in
COB 550 folio 80 of the records of Vermilion Parish, hereby lease to Lessee, for
a primary term of twenty years from date hereof, the following property situated
in Vermilion Parish, Louisiana (hereinafter sometimes called the Property):

          a.   A tract of land containing 16.453 acres, situated in the Seventh
               Ward of Vermilion Parish, Louisiana, in Section 86, Township 14
               South, Range 3 East and described as beginning at a point where
               the North line of the property of the Lessor meets the West edge
               of Vermilion River; thence running North 70[d]30' West, a
               distance of 996.2 feet, thence running South 19[d]30' West,
               a distance of 821.6 feet, thence running South 70[d]27' East
               a distance of 750 feet to the Vermilion River, thence running in
               a general Northerly direction along the meander line of said
               Vermilion River to the point of beginning, said property being
               more fully shown on the plat of D. P. O'Brien, registered
               surveyor, said plat marked Exhibit "A" for identification and
               attached hereto; said 16.453 acres being shown on the said plat
               as "Proposed Plant Site"; and

          b.   A non-exclusive Right-of-Way 60 feet in width, and described as
               beginning at the Northwest corner of tract #1 above described,
               thence running in a generally Southern direction along the West
               line of said tract #1 above described a distance of 62.6 feet,
               thence





<PAGE>


<PAGE>



               running North 70[d]30' West, a distance of 3,475.8 feet to
               Louisiana State Highway No. 333, thence running in a generally
               Northern direction along the said State Highway a distance of
               87.1 feet, thence running South 70[d]30' East, a distance
               of 3,557.0 feet to the point of beginning. Said Right-of-Way
               being more fully shown on said Exhibit "A" as "Proposed Road".

     2. This lease shall cover only the surface of the Property, and does not
include or otherwise affect the minerals underlying the land. Furthermore, the
land covered by this lease is now subject to an oil, gas and mineral lease in
favor of W. S. Kilroy, recorded in the Conveyance Records of Vermilion Parish,
in Volume 516, page 591, under Entry No. 168015. Lessee hereunder takes the
Property covered by this lease subject to the above mentioned mineral lease, but
is granted the right to negotiate with the owner or owners of said mineral lease
for a subordination of the rights of the latter to the rights of Lessee
hereunder. It is further provided that any oil, gas or mineral operations which
may be conducted on the Property by Lessors, or their successors or assigns
(including any lessees under any mineral lease which may hereafter be granted on
said Property), after expiration of the existing mineral lease, shall not
interfere with but shall be subject to, the rights herein granted.

     3. Lessee shall pay to Lessors, as rental:

          a.   During the first two years of the term hereof, commencing as of
               November 15, 1964, the sum of two hundred fifty ($250) dollars
               per month; and

          b.   During the remaining years of the term hereof, the sum of five
               hundred ($500) dollars per month.


                                        2




<PAGE>


<PAGE>



Said rental shall be payable in advance on the first day of each month during
the term of this lease, and shall be delivered by mail addressed to Lessors at
Route 3, Box 139, Abbeville, Louisiana.

     4. It is understood that Lessee intends to use the Property for a menhaden
processing plant and/or for any other uses permitted by law. However, Lessee
agrees that any menhaden plant constructed on the Property will employ such
techniques and equipment as will eliminate odors from the plant as far as is
practicable to do so. Lessee agrees to use only refrigerated vessels to bring
fish into the plant except in the case of an emergency beyond Lessee's control.
In addition, Lessee agrees that in its normal operations it will not discharge
into the Vermilion River any substances other than fresh water used in the
plant's condensing, washing or cooling systems, or the fresh water associated
with the processing of fish flour. The water to be discharged into the Vermilion
River shall not be treated chemically except for the purposes of water softening
and water purification.

     5. Lessee is hereby granted the option to lease the Property for an
additional term of twenty years, on the same terms and conditions as specified
herein (the monthly rental to be $500); and three additional, successive
options, also of twenty years each, also on the same terms and conditions as
specified herein. Lessee shall exercise said options by giving written notice to
Lessors of its intention so to do, within one year prior to the date that this
lease would otherwise terminate, but no later than 90 days prior to such
termination.

                                        3




<PAGE>


<PAGE>



     6. Lessee shall have the right to drill one or more water wells on the
Property, at its expense, for the purpose of its operations on the Property.

     7. Lessee shall have the right to construct any buildings and other
improvements on the Property, subject to all applicable laws regulating such
buildings and improvements, including zoning ordinances and other local
regulations. Lessee shall have the right, upon the termination of the lease, to
remove any and all structures which it may have placed on the premises, within a
period not exceeding six months from the termination of this lease, at its
expense but without additional charge by Lessors, regardless of the cause of
such termination; provided, however, (a) that Lessee shall be obligated to pay
the amount of rent herein stipulated, for such period as its buildings or other
property are permitted to remain on the Property after expiration of the lease;
and (b) that, if for any reason this lease should be terminated by Lessors for
non-payment of rent, Lessee shall have no right to remove the buildings and
other permanent improvements constructed thereon (but shall not be liable for
any rental therefor as under clause (a) above), but Lessee may remove, within a
period of 60 days from such termination, all machinery and other personal
property not permanently attached to the buildings or other improvements.

     8. Lessee is granted the right to use the existing road leading from the
"Proposed Plant Site", running along the south side of Lessors' property to
State Highway No. 333, until June 1, 1965, and so long thereafter until notified
by Lessors to discontinue use of said existing road; or until the proposed 60
foot road along the northern boundary of Lessors' property is ready for use.


                                        4




<PAGE>


<PAGE>



     9. Lessee shall erect, and maintain in good condition while this lease is
in force, a suitable livestock fence along the south boundary of the proposed 60
foot roadway along the northern boundary of Lessors' property, and along the
western and southern boundary lines of the "Proposed Plant Site" leased herein
(described in Paragraph 1 hereof). Lessee shall not be required to erect or
maintain any gates along said fence, but shall be obligated to maintain said
fence, as well as the existing livestock fence which runs along the northern
boundary of Lessors' property from State Highway No. 333 to the River; however,
Lessors shall have the right to place gates or cattle guards, at their expense,
along the south boundary of the proposed 60 foot roadway.

     10. Lessee shall pay all ad valorem taxes on the Property herein leased
during the time that this lease is in force.

     11. If, at any time within a period of three years from the date of this
lease, (a) this lease should be terminated either by consent of the parties or
for any reason not within the control of either party, or (b) the use of the
Property is severely restricted as a result of matters not within the control of
either party, then Lessee shall have a reasonable time within which to remove
any buildings and other improvements which may have been constructed on the
Property (but shall be under no obligation to remove concrete foundations or
underground facilities), and shall, at Lessors' request, reconvey to Lessors
such title and interest in and to the Property which Lessee may have acquired
from Lessors, without warranty on the part of Lessee except for Lessee's own
acts.


                                        5




<PAGE>


<PAGE>



     12. In the event Lessee should fail to pay any two successive installments
of rent when due, Lessors shall have the option to declare the full amount of
rental payable for the unexpired term of this lease due and payable as of the
expiration date of such default. Should it be necessary that Lessors retain an
attorney to enforce their rights under this paragraph, Lessee shall pay, in the
event that Lessors' position is legally sustained, 20% additional of any amount
due as attorney's fees, said fees in no event to be less than one hundred ($100)
dollars.

     13. All notices hereunder shall be effective if in writing and mailed,
postage prepaid, to Lessors at Route 3, Box 139, Abbeville, Louisiana, and to
Lessee at both P.O. Box 323, Abbeville, Louisiana, and Seacoast Products, Inc.,
Lewes, Delaware.

     14. Should Lessors contend that Lessee is violating any of the provisions
of this lease, they shall cause written notice of such alleged violation to be
mailed to Lessee at the addresses set forth in Paragraph 13 herein, and Lessee
shall have twenty days from the posting of such notice in the U.S. mails within
which to correct the condition described in the notice, and Lessee's failure to
so correct shall be grounds for Lessors to seek judicial cancellation of this
lease, at Lessor's option.

     15. The term "Lessors" as used herein shall be taken to mean, in the event
of the death of either of them, the survivor.


                                        6




<PAGE>


<PAGE>



     IN WITNESS WHEREOF, this agreement is executed effective as of the date
written above, at Abbeville, Louisiana.

WITNESSES:


- ----------------------------                  -------------------------------
Helen L. Milliman                             Andre Cessac


- ----------------------------
Ann B. Guilbeaux


- ----------------------------                  -------------------------------
Helen L. Milliman                             Lillie Mae Richard Cessac


- ----------------------------
Ann B. Guilbeaux


                                       7




<PAGE>


<PAGE>



                         ASSIGNMENT OF COMMERCIAL LEASES

STATE OF TEXAS

COUNTY OF HARRIS

     BE IT KNOWN, that on this 27th day of April, 1984,

     BEFORE ME, Judy C. Williams, a Notary Public, duly commissioned and
qualified, in and for the State of Texas, therein residing, and in the presence
of the witnesses hereinafter named and undersigned,


     PERSONALLY CAME AND APPEARED:


                             SEACOAST PRODUCTS, INC.

     a corporation having its principal place of business at Port Monmouth, New
     Jersey, organized under the laws of the State of Delaware, the successor
     corporation of The Fish Meal Company, a Mississippi corporation, and Gulf
     Menhaden Company, Inc., a Louisiana corporation, herein appearing by and
     through Frederic G. Eustis, its duly authorized President, authorized by
     resolution of the board of directors of said corporation, a certified copy
     whereof is annexed hereto (hereinafter sometimes referred to as
     "Assignor"),

who declares that Seacoast Products, Inc. does by these presents grant, bargain,
convey, transfer, assign, set over, abandon and deliver, with all legal
warranties and with full substitution and subrogation in and to all the rights
and actions of warranty which it has or may have against all preceding owners
and vendors, unto


                                        8




<PAGE>


<PAGE>



                            MENHADEN FISHERIES, INC.

     a corporation having its principal place of business at Abbeville,
     Louisiana, organized under the laws of the State of Delaware, herein
     appearing by and through Marvin J. Migura its duly authorized Vice
     President, authorized by resolution of the board of directors of said
     corporation, a certified copy whereof is annexed hereto (hereinafter
     sometimes referred to as "Assignee"),

being here present, accepting and purchasing for Menhaden Fisheries, Inc., its
successors and assigns, and acknowledging due delivery and possession thereof,
all and singular the leasehold right, title, and interest in and under the
hereinafter described commercial leases as same appear in Exhibit "A", attached
hereto and made a part hereof. Reference is hereby made to the leases described
in Exhibit "A", and the recording thereof for all purposes including a more
particular description of the lands covered thereby.

     To have and to hold said right, title, and interest unto Assignee, its
heirs and assigns forever, subject to the terms and conditions hereof and the
terms, covenants, and provisions of said commercial leases.

     This Assignment is made and accepted for and in consideration of the price
and sum of Ten and no/100 ($10.00) Dollars, and other good and valuable
considerations, which Assignee has well and truly paid, in ready and current
money to vendor, who hereby acknowledges the receipt thereof and grants full
acquittance and discharge therefor.


                                        9




<PAGE>


<PAGE>



     This Assignment is subject to that certain Purchase Agreement by and
between the parties hereto dated of even date.

     THUS DONE AND PASSED in my office at Houston, Texas, on the day, month and
year herein first above written, in the presence of the undersigned, competent
witnesses, who hereunder sign their names with said appearers, and me, Notary,
after reading of the whole.



WITNESSES:                              SEACOAST PRODUCTS, INC.

                                        By:
- -------------------------------            -------------------------------
                                            Frederic G. Eustis, President

- -------------------------------


                                        MENHADEN FISHERIES, INC.

                                        By:
                                           -------------------------------
                                              Martin J. Migura
                                              Vice President


                         -------------------------------
                          Notary Public, State of Texas

                    My Commission expires
                                         ------------------------- .


                                       10




<PAGE>


<PAGE>



                                   EXHIBIT "A"

     To Assignment of Commercial Leases dated April 27, 1984, from Seacoast
Products, Inc. as Assignor to Menhaden Fisheries, Inc., as Assignee.

     1.   Commercial Lease dated November 16, 1964, between Andre and Lillie Mae
          Richard Cessac (Lessors) and Seacoast Products, Inc. (Lessee) duly
          recorded in the Conveyance Office for the Parish of Vermilion, in Book
          550, Page 85, covering a certain tract of land containing 16.453 acres
          situated in Section 86, Township 14 South, Range 3 East including a
          60' non-exclusive right-of-way.

     2.   Commercial Lease dated November 10, 1970, between Purvis Theall and
          Ethlyn Cessac (Lessors) and Seacoast Products, Inc. (Lessee) duly
          recorded in the Conveyance Office for the Parish of Vermilion, in Book
          694, Page 392, as amended by act registered in Conveyance Book 735,
          Page 198, covering a certain tract of land containing 6.83 acres
          situated in Section 86, Township 14 South, Range 3 East.

     3.   Commercial Lease dated December 8, 1970, between Purvis Theall and
          Ethlyn Cessac (Lessors) and Seacoast Products, Inc. (Lessee) duly
          recorded in the Conveyance Office for the Parish of Vermilion, in Book
          697, Page 13, covering a certain tract of land containing 5.215 acres
          situated in Section 86, Township 14 South, Range 3 East.

     4.   Commercial Lease dated August 1, 1972, between Purvis Theall and
          Ethlyn Cessac (Lessors) and Seacoast Products, Inc. (Lessee) duly
          recorded in the Conveyance Office for the Parish of Vermilion, in Book
          734, Page 631, covering a certain tract of land containing 1.774 acres
          situated in Section 86, Township 14 South, Range 3 East.


                                       11




<PAGE>


<PAGE>



                            MENHADEN FISHERIES, INC.

                            CERTIFICATE OF SECRETARY

     I, Kent R. Stephenson, do hereby certify that I am the duly elected,
qualified and acting Vice President and Secretary of Menhaden Fisheries, Inc., a
corporation duly organized and existing under the laws of Delaware (the
"Company"), and that as such have the custody of the corporate records and seal
of the Company; that attached hereto and marked Exhibit "A" is a true and
correct copy of resolutions duly and properly adopted by unanimous written
consent of the Board of Directors of the Company on April 26, 1984, as the same
appear in the minute book of the Company, that there are no provisions of the
Charter or By-Laws of the Company which impair or modify the effectiveness of
said resolutions, and that such resolutions remain in full force and effect as
of the date hereof in the form contained in Exhibit "A" attached hereto, and
have not been amended, altered, repealed, rescinded or changed in any way
whatsoever; and that M.J. Migura is a Vice President of the Company

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed
the corporate seal of the Company this 27th day of April, 1984.


                                      -----------------------------
                                      Kent R. Stephenson, Vice
                                      President and Secretary


THE STATE OF TEXAS  )
                   :
COUNTY OF HARRIS    )

     BEFORE ME, the undersigned authority on this day personally appeared Kent
R. Stephenson, known to me to be the person and officer of the Company indicated
above, and being by me duly sworn, on oath acknowledged and stated that the
facts contained in the foregoing Certificate are true and correct, and that he
executed the same in the capacity therein stated as an act of the Company.

     SUBSCRIBED and SWORN to this 27th day of April 1984.


                                      -----------------------------
                                      Peggy Walker, Notary Public
                                      State of Texas
                                      My Commission expires February 26, 1985.


                                       12




<PAGE>


<PAGE>


                                   EXHIBIT "A"



                         Approval of Purchase of Certain
                     Menhaden Fishing and Processing Assets


WHEREAS, management of the Company has negotiated for the Company to acquire
certain menhaden fishing and processing assets and the assumption of certain
related liabilities from Seacoast Products, Inc. and certain of that company's
affiliates for consideration of $20,400,000 plus the value of certain
inventories and prepaid expenses; and

WHEREAS, the proposed acquisition has previously been approved by the Board of
Directors of Zapata Corporation, the Company's sole shareholder;

NOW, THEREFORE, it is hereby

RESOLVED, that the above-described acquisition be, and it hereby is, authorized
and approved; and further

RESOLVED, that the President or any Vice President of the Company be, and they
each hereby are, authorized and directed to negotiate and execute for and on
behalf of the Company a Purchase Agreement providing for the said acquisition,
with such terms and conditions as the officer executing the same may deem to be
in the best interests of the Company, and with the s