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EXHIBIT 10(b)
ASSIGNMENT AND ASSUMPTION
OF CONSULTING AGREEMENT
This Assignment and Assumption of Consulting Agreement (the "Assignment") is
effective as of July 1, 1995 (the "Effective Date") and is made by and between
ZAPATA CORPORATION ("Assignor") and ZAPATA PROTEIN, INC. ("Assignee").
Pursuant to the Consulting Agreement dated July 15, 1994 by and between
Assignor, Assignee and R. C. LASSITER ("Executive"), as amended by letter
agreements dated January 23, 1995 and March 15, 1995 (all of which together
constitute the "Agreement"), Executive did agree to serve as an independent
consultant to and as Chairman of the Board of Directors and Chief Executive
Officer of Assignee.
Assignor now desires to assign all of its interest in the Agreement, and
Assignee desires to accept the Assignment and to assume all duties, obligations
and liabilities of the Assignor in connection with the Agreement.
FOR VALUE RECEIVED, the receipt and sufficiency of which hereby are acknowledged
and confessed by Assignor and Assignee, and in further consideration of the
agreements of the Assignee as set forth below, the Assignor hereby assigns,
conveys and transfers to the Assignee all right, title and interest of the
Assignor in and to the
Agreement, a copy of which is attached to this document
as EXHIBIT "A" and incorporated herein by this reference for all purposes. As of
the Effective Date and except as provided elsewhere in this Agreement, the
Assignee hereby accepts this assignment and, in addition, expressly assumes and
agrees to perform and fulfill all the terms, covenants, conditions, duties and
obligations required of the Assignor under the Agreement and assumes all
liabilities of the Assignor in connection with the Agreement and agrees to
timely make all payments due or payable and to become due or payable by the
Assignor under the Agreement. Assignee hereby acknowledges that Assignor is not
in default of any of its obligations under the Agreement. Without limiting the
generality of the foregoing, Assignor has performed all obligations required to
be performed by it prior to the date hereof.
The Agreement and this instrument, upon Assignor and Assignee executing in
writing their consent hereof, constitute the full and final understanding and
only agreement of Assignor and Assignee, and may not be modified or amended to
bind either party, except by written instrument signed by their authorized
representatives. Assignee acknowledges having received a copy of and read and
understood the Agreement and agrees to be bound by all of its terms and
conditions.
IN WITNESS WHEREOF, the parties have executed this Assignment by their duly
authorized representatives, Assignee and Assignor each representing and
warranting to the other that Assignee and Assignor are each duly organized and
validly existing and in good standing, Assignor as a Delaware corporation, and
Assignee as a Delaware corporation, and Assignor and Assignee each have full
right, power and authority to execute and deliver and perform under this
Assignment and