OMEGA PROTEIN CORP
AALEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-1.txt
<DESCRIPTION>AALEASE
<TEXT>
                       ASSIGNMENT AND ASSUMPTION OF LEASE

     This Assignment (the "Assignment") is made as of the 30th day of May, 2003,
by and between ZAPATA CORPORATION OF TEXAS, INC.  ("Assignor") and OMEGA PROTEIN
CORPORATION ("Assignee").

     Assignor desires to assign to Assignee all of Assignor's  right,  title and
interest in and to certain  Lease dated June 30, 1995  between the  Assignor and
PARKWAY  PROPERTIES  LP (as  successor-in-interest  to  Patriot  Saint  James  I
Inventors, L.P., and Mack-Cali Property, L.P.) as amended by the First Amendment
to Lease Agreement dated March 13, 2000 (the "Lease").

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Assignor  hereby  assigns and  delivers to Assignee  all of  Assignor's
right,  title and interest in and to the Lease and Assignee  hereby accepts such
assignment.

     2. Assignee hereby assumes and agrees to perform and be bound by all of the
terms,  covenants and conditions imposed upon Assignor as tenant under the Lease
accruing or arising on or after the date of this Assignment.

     3. The Assignee shall indemnify and hold harmless the Assignor, its parents
and  subsidiaries,  and all past,  present or future officers  and/or  directors
thereof,  from and  against all loss,  damage,  costs and  expenses  that may be
claimed against,  imposed upon or incurred by the Assignor or any of its parents
and  subsidiaries,  and all past,  present  or  future  officers  and  directors
thereof,  by reason of the Assignee's  failure to perform any of the obligations
under the Lease assumed by the Assignee pursuant to paragraph 2 above.

     4. This Assignment may be executed in counterparts,  each of which shall be
deemed an original, but all of which together, shall constitute one and the same
instrument.

     5. This  Assignment  shall be binding upon and insure to the benefit of the
successors and assigns of all the respective parties hereto.

     6. This Assignment shall be governed by,  interpreted  under, and construed
and enforceable in accordance with, the laws of the State of New York.

     IN WITNESS  WHEREOF,  the  Assignor  and the  Assignee  have  executed  and
delivered this Assignment as of the day and year first written above.



ASSIGNOR:                 ZAPATA CORPORATION OF TEXAS, INC.


                          By:      /s/ Leonard DiSalvo
                          Name:    Leonard DiSalvo, Vice President


ASSIGNEE:                 OMEGA PROTEIN CORPORATION


                          By:    /s/ John D. Held
                          Name:        John D. Held
                                  Senior Vice President, General Counsel
                                      and Secretary







                                       1
<PAGE>





                                CONSENT OF LESSOR

     The attached Assignment and Assumption of Lease Agreement has been executed
by the Assignor and the Assignee,  and the Lessor  hereby  consents to the above
assignment of the Lease to Omega Protein Corporation,  the above-named Assignee,
and in  consideration  of  One  Dollar  ($1.00)  and  other  good  and  valuable
consideration,  receipt  of which is  hereby  acknowledged,  the  Lessor  hereby
releases  the  Assignor,  Zapata  Corporation  of Texas,  Inc.,  its parents and
subsidiaries,  and all past,  present or future officers and directors  thereof,
from all obligations under the Lease.

Dated: May 30, 2003           PARKWAY  PROPERTIES,  LP  (Lessor),  through its
                              General  Partner, Parkway Properties General
                              Partners, Inc.


                              By:       /s/  Mitch Mattingly
                              Name: Mitch Mattingly
                                Title: Supervisor




                                       2
<PAGE>


</TEXT>
</DOCUMENT>
