Letter Agreement Suspending Registration Statement Filing Obligation under Stock Purchase Agreement between Zapata Corporation and Omega Protein Corporation

Summary

This letter agreement between Zapata Corporation and Omega Protein Corporation modifies their earlier Stock Purchase Agreement. It suspends Omega Protein's obligation to file a registration statement for the resale of certain shares until Zapata notifies Omega Protein of a new deadline, which must be given at least 15 business days in advance. All other terms of the original agreement remain unchanged.

EX-10.1 2 y26210exv10w1.htm EX-10.1: LETTER AGREEMENT EX-10.1

EXHIBIT 10.1

October 18, 2006

Via Facsimile: (585) ###-###-####

Zapata Corporation
100 Meridian Centre, Suite 350
Rochester, New York 14618
Attn: Avram A. Glazer

Gentlemen:

Reference is made to that Stock Purchase Agreement dated as of September 8, 2006 (the “Agreement”), by and between Zapata Corporation, a Nevada corporation (the “Seller”), and Omega Protein Corporation, a Nevada corporation (the “ Purchaser ”). All capitalized terms not otherwise defined herein shall have the meaning given them in the Agreement.

Section 7.10(a)(i) of the Agreement requires that the Purchaser, as promptly as practicable after the date of the Agreement, but no less than 20 business days thereafter, file, a Registration Statement on Form S-3 pursuant to Rule 415 for the resale of the Remaining Shares.

The Seller has requested that the Purchaser delay the filing of the Registration Statement until such time as the Seller notifies the Purchaser, in writing pursuant to Section 12.1 of the Agreement, of a new deadline for the filing of the Registration Statement, which notification shall precede the new deadline by at least 15 business days.

By executing this letter, the Seller hereby agrees to suspend the Purchaser’s obligation to perform the requirement contained in Section 7.10(a)(i) of the Agreement that the Registration Statement for the resale of the Remaining Shares be filed by the Purchaser with the Commission as promptly as practicable after the date of the Agreement, but no less than 20 business days thereafter. The Purchaser and the Seller further agree that the Purchaser shall file the Registration Statement with the Commission by the new deadline set by the Seller, notification of which shall precede the new deadline by at least 15 business days. Notification of the new deadline shall be given in writing pursuant to Section 12.1 of the Agreement.

Except as may be expressly set forth in this letter, all provisions, terms and conditions in the Agreement remain unmodified and in full force and effect.


	Very truly yours, OMEGA PROTEIN CORPORATION
	/s/ John D. Held
	John D. Held
	Executive Vice President

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October 20, 2006

Page 2

Acknowledged as of the date first written above:


ZAPATA CORPORATION

By:	/s/ Leonard DiSalvo

	Name:	Leonard DiSalvo
	Title:	Chief Financial officer


cc:		Woods Oviatt Gilman LLP 2 State Street 700 Crossroads Building Rochester, New York 14614 Attn: Gordon Forth Via Facsimile: (585) ###-###-####


		Porter & Hedges, L.L.P. 1000 Main Street, 36th Floor Houston, Texas 77002 Attn: Robert G. Reedy Via Facsimile: (713) ###-###-####

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