OMEGA PROTEIN CORP
COMMERCIAL LEASE DATED 01/01/2000
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>dex1017.txt
<DESCRIPTION>COMMERCIAL LEASE DATED 01/01/2000
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.17

                                Commercial Lease
                                ----------------

BY   LEASE BY THE EDSON GROUP                    STATE OF LOUISIANA
     LIMITED PARTNERSHIP

TO:  OMEGA PROTEIN, INC.                         PARISH OF TANGIPAHOA

1.   PARTIES:

     The Edson Group, Limited Partnership (hereinafter called Lessor) hereby
leases to Omega Protein, Inc., a Virginia corporation (hereafter called Lessee)
the following described premises:

2.   PREMISES:

     The building space and designated parking areas located at 835A Pride

Drive, Hammond, Louisiana, 70401

DESCRIPTION OF PROPERTY: See attached Exhibit"A"

3.   TERM:

     Unless sooner terminated under the provisions of this lease, the term of
this lease is sixty (60) months beginning on the 1st day of October, 2000, and
ending on the 30th day of September, 2005, at midnight.

4.   RENTAL:

     This lease is made for and in consideration of the covenants herein
contained and a monthly rental which Lessee shall pay to Lessor as directed; the
first payment shall be due and payable on the signing of the lease; the
succeeding payments shall he paid, in advance, on the first day of each and
every month, commencing on November 1, 2000 at Post Office Box 127, Hammond,
Louisiana, 70404 or at such other place as Lessor may designate by written
notice to Lessee; said rental shall be in the amount of FOURTEEN THOUSAND ONE
HUNDRED EIGHTEEN AND NO/100 ($14,118.00) DOLLARS per month for the first year
and the monthly rental for each year thereafter shall increase by 2.75% per
year.

5.   DELINQUENT RENTAL:

     Rent not received by Lessor on the date due shall be deemed delinquent and
shall bear interest at the rate of one and one-half percent (1-1/2%) per month
from the date same is due until
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paid, reserving to Lessor the right to take such action as is provided for under
the paragraph entitled, "DEFAULT."

6.   UTILITIES:

     Lessee further agrees to assume responsibility for maintaining and paying
electricity and telephone services associated with Lessee's occupancy of the
leased premises. Lessor agrees to assume responsibility for maintaining and
paying for water and sewerage associated with the leased premises.

7.   LAWS, ORDINANCES:

     Lessee further agrees to comply, at Lessee's expense, with all ordinances
and laws, now existing or to be enacted with respect to the leased premises
which relate to Lessee's business.

8.   USE:

     The premises leased herein are to be used only for office and clerical
purposes.

9.   PEACEFUL POSSESSION:

         Lessor covenants and agrees to take all necessary steps to secure and
maintain for the benefit of Lessee the Peaceful Possession of the Leased
Premises. Lessor shall not allow any other Lessees in the building to create or
cause an unreasonable annoyance to Lessee or interfere in any way with Lessee's
Peaceful Possession of the Leased Premises.

10.  ADDITIONS, ALTERATIONS:

     Neither Lessor nor Lessee shall make any additions or alterations to the
leased premises without prior written permission from the other. Should any
addition or alteration made by Lessee cause any increase in the insurance rate
on the premises, Lessee agrees to pay such increase in addition to the rental.
However, nothing shall be placed or done upon the premises by Lessee which will
cause forfeiture of any insurance. All additions, alterations or improvements
made by Lessee with or without consent of Lessor, no matter how attached (except
movable trade fixtures), must remain the property of the Lessor, unless
otherwise stipulated herein, Lessee, however, expressly waiving all right to
compensation therefor. The Lessor, at his option, may require the building to be
replaced in its original condition except for those alterations and/or additions
made with the permission of Lessor as per Addendum Two.

                                      -2-
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     Lessee may remove its trade fixtures, office supplies and movable office
furniture and equipment not affixed to the premises provided: (a) such removal
is made prior to the termination of the term of this Lease; (b) Lessee is not in
default of any monthly rental payment obligation under this Lease at the time of
the such removal; and (c) Lessee promptly repairs all damage caused by such
removal.

11.  RESTORATION:

     Unless otherwise permitted by Section 10 hereof, Lessor shall have the
option to demand at any time that the premises be restored to its original
condition, normal wear and tear excepted, and that unauthorized alterations made
by Lessee be removed and/or repaired at Lessee's expense.

12.  ACCESS:

     Lessor shall have access to and shall have the right to enter the premises
at any time with reasonable notice to and consent of Lessee which consent shall
not be reasonably withheld or delayed for the purposes of repair, inspection, or
exhibition to prospective lessees. Lessor shall retain at all times a set of
keys to the premises for his own use for the above purposes. Lessee shall not
change the locks on any interior or exterior doors without written notice to
Lessor and in such case Lessee must provide Lessor immediately with a duplicate
set of keys for the new locks. Lessor shall use all reasonable efforts to
minimize interference or disruption of Lessee's business.

13.  CONDITION OF PREMISES:

     Lessee accepts the leased premises and all appurtenances, including locks,
keys, doors, glass, plumbing, lighting and electrical fixtures, air conditioning
and heating systems, and grounds in their present "as is" condition. However,
Lessor agrees that the transformer contained in the mechanical room will be
repaired and/or replaced prior to October 1, 2000. Lessor makes no warranties as
to the general fitness of said prem ses and appurtenances except that the air
conditioning and heating systems will be in working condition at the
commencement of the lease. Lessee agrees to keep all systems in good operating
condition during the term of the lease at its expense and to return them to
Lessor in good operating condition at the termination of the lease, normal
decay, wear, and tear excepted.

14.  TERMINATION:

     Upon termination of the lease, Lessee agrees to vacate the premises
promptly leaving them in a neat operational and broom clean condition, turning
over all keys to the Lessor. For every day

                                      -3-
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after the termination of the lease that the Lessee remains on the premises or
delays in leaving the premises in the condition described above, he agrees to
pay daily liquidated damages of one tenth of the monthly rental.

15.  REPAIRS AND MAINTENANCE-LESSEE:

     Lessee will make, at its own expense, all reasonably necessary repairs to
keep and maintain the premises in good order and in operating condition. Lessee
is obligated to maintain and repair all plumbing and plumbing fixtures, drains;
windows; glass; doors; light fixtures; electrical wiring, conduits, switch and
fuse boxes; motors, ducts, and outlets within the leased premises.

     Should Lessee fail to make such repairs or provide such maintenance as he
is obligated to hereunder, Lessor may, at his option, after ten (10) days Notice
of Lessee, cause the repairs or maintenance to be made and Lessee agrees to
reimburse Lessor for the cost thereof, reserving to Lessor the further right to
take such action as is provided for under the paragraph entitled "DEFAULT."

16.  REPAIRS-LESSOR:

     The following repairs shall be due by Lessor:

     (1) All repairs necessary to maintain roof, foundations, exterior
structural and load bearing walls of the building; and

     (2) Such repairs as may be rendered necessary to the roof and basic
exterior structure walls by windstorm, earthquake, or other natural disaster
such as may be caused by fire. No repairs shall be due by Lessor which are made
necessary by the fault or negligence of Lessee or that of others who have
entered upon the premises at Lessee's request or with his permission, or by the
fault or negligence of Lessee's business invitees. Lessee agrees to report
within reasonable time to Lessor any material damage to the leased premises.
Upon Lessee's failure to do so, he shall be bound to repair any consequent or
resulting damage.

17.  DESTRUCTION OF PREMISES:

     If premises are totally destroyed (or so substantially damaged as to be
untenantable), this lease shall terminate as of the date of such destruction or
damage and rental shall be accounted for as between Lessor and Lessee as of that
date. If premises are damaged but not rendered wholly untenantable and the
damage can be fully repaired in ninety (90) days, rental shall abate in
proportion as the premises have been damaged and Lessor shall restore within
said time limit, whereupon rent

                                      -4-
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in full shall re-commence. Should Lessor fail or refuse to fully repair the
premises within the said ninety (90) days, Lessee may terminate this lease
agreement. No further compensation shall be due Lessee except remission of rent
as stated herein.

18.  LIABILITY AND INSURANCE:

     Lessee hereby assumes total responsibility for the condition and use of the
premises upon commencement of this Lease and for the contents, and agrees to
hold harmless, indemnify and defend Lessor from any claims, actions or causes of
action which may arise therefrom, during the term of the lease, or while Lessee
occupies the premises, or which may arise after the termination of the lease
from the fault of the Lessee, its employees, agents or invitees. Lessee further
agrees to maintain public liability insurance covering the condition and use of
the premises with limits of at least ONE MILLION AND NO/100 ($1,000,000.00)
DOLLARS and to name Lessor as an additional insured therein, with waiver of
subrogation; and to furnish evidence of same upon demand.

     Lessor shall be liable to Lessee for damage(s) resulting from the negligent
acts or omissions of Lessor or its authorized representatives. Lessor shall hold
Lessee harmless for all damages arising out of any such negligence. Lessor
agrees to maintain insurance with a reputable insurance company of sound
financial standing covering its obligations assumed hereunder with limits of at
least ONE MILLION AND NO/100 ($1,000,000.00) DOLLARS for personal injury or
death in any one occurrence and of not less than $1,000,000.00 for property
damage in any one occurrence and to name Lessee as an additional insured
therein, with waiver of subrogation, and its furnish evidence of same upon
demand.

     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.

19.  ENVIRONMENTAL MATTERS

     (a)  purposes of this Lease, the following terms shall have the meanings
          set forth below:

     (i)  "Environmental Laws" shall mean all federal, state, local or municipal
           ------------------
          laws, rules, regulations, statutes, ordinances or orders relating to
          (a) the prevention or control of pollution or protection of the
          environment, (b) solid, gaseous or liquid waste generation, handling,
          treatment, storage, disposal, discharge, release, emission or
          transportation or (c) exposure to Hazardous Substances.

                                      -5-
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    (ii)  "Environmental Liabilities" mean any and all losses, damages, costs,
           -------------------------
          expenses and liabilities (including any remedial, removal, response,
          abatement, clean-up, investigative and/or monitoring costs and
          associated legal expenses) incurred or imposed (a) pursuant to any
          agreement, order, notice of responsibility, directive (including
          directives embodied in Environmental Laws), injunctions, judgments or
          similar documents (including settlements) arising out of, in
          connection with, or under Environmental Laws, or (b) pursuant to any
          claim by a governmental entity or authority or any other person for
          personal injury, property damage, damage to natural resources,
          remediation, or payment or reimbursement of response costs incurred or
          expended by such governmental entity or authority or other person
          pursuant to common law or statute and related to the use or release of
          Hazardous Substances.

    (iii) "Hazardous Substances" shall mean any (i) petroleum or petroleum
           --------------------
          products, (ii) substances included within the definition of "hazardous
          substances"under Section 101(14) of CERCLA or (iii) any other
          chemical, substance or waste that is regulated by, or may form the
          basis of liability under, any Environmental Laws.

    (b)   Lessor represents and warrants to Lessee as follows:

    (i)   No Hazardous Substances have been used, generated, stored, treated,
          disposed of or released on, under or about the Premises in a manner
          that could cause Lessee to incur any Environmental Liabilities.

    (ii)  Lessor is in compliance with all Environmental Laws applicable to the
          Premises.

    (iii) There are no consent decrees, compliance orders, administrative
          orders, settlements or other contractual agreements that impose
          obligations or requirements with respect to the Premises and that
          relate either to Hazardous Substances or Environmental Laws.

    (iv)  There is no asbestos nor any asbestos-containing material in any
          building, structure or other improvement that is a part of the
          Premises.

    (v)   There are no underground storage tanks located on the Premises.

    (vi)  Lessor will provide Lessee reasonable access to copies of all
          environmental audits, assessments or other evaluations prepared with
          respect to the Premises.

                                      -6-
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     (c)  Lessor agrees to indemnify and hold Lessee and Lessee's affiliates and
          controlling persons, officers, directors, employees, agents and
          advisors harmless from and against any Environmental Liabilities
          arising from or related to any event, condition, action or incident
          (i) occurring prior to the Commencement Date and relating in any way
          to the Premises or (ii) occurring subsequent to the Commencement Date
          as a result of the actions of Lessor or any affiliate or Lessor or
          person under Lessor's control.

     (d)  Lessee agrees to indemnify and hold Lessor and Lessor's affiliates and
          controlling persons, officers, directors, employees, agents and
          advisors harmless form and against any Environmental Liabilities
          arising from or related to any event, condition, action or incident
          occurring subsequent to the Commencement Date as a result of the
          actions of Lessee or any affiliate of Lessee or person under Lessee's
          control.

20.  OCCUPANCY BY LESSEE:

     Lessee warrants that it shall occupy the premises and not assign this
lease, or any rights thereunder, or abandon or sublet the premises.

21.  DEFAULT:

     Should Lessee:

     1.)  fail to cause any installment of rent to be received by Lessor on or
          before the due date except that Lessee shall have five (5) days after
          written Notice from Lessor to cure said default;

     (2)  fail to perform after written notice, any repair or maintenance
          required under this lease provided such default continues after Notice
          from Lessor for more than thirty (30) days;

     (3)  violate any term, obligation, or condition of this lease provided such
          violation is material and continues after Notice from Lessor for more
          than thirty (30) days;

     (4)  undergo bankruptcy; receivership; dissolution; financial failure; or
          insolvency; or

     (5)  remove personal property from the leased premises to the detriment of
          Lessor's lien when Lessee is in default; then Lessee shall be deemed
          ipso facto in default of this lease, and, at Lessor's option, either:

     A.)  the rent of the entire unexpired term of this lease shall at once
          become due and exigible, without the necessity of putting Lessee in
          default, together with all past due

                                      -7-
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          installments, costs, attorney's fees, expenses, and damages which have
          been incurred or suffered by Lessor with credit given to Lessor for
          rents collected by Lessor following re-letting; or

     B.)  Lessor may immediately cancel this lease and expel Lessee from the
          premises without putting Lessee in default, reserving to Lessor the
          right to proceed one or more times against Lessee for past due
          installments of rent and such installments as may fall due before
          Lessee is evicted, together with all costs, fees, attorney's fees,
          expenses, and damages incurred or suffered by Lessor. Lessee
          specifically waives all legal notice to vacate the premises.

     It is agreed that, should lessor elect Option "A", Lessee's failure to pay
the entire accelerated rent plus costs, damages, etc. as provided under said
paragraph "A" shall entitle Lessor, upon such failure, to thereupon proceed with
Option "B".

     It is mutually agreed that in the event Lessor shall be in default in
performing any of the terms or provisions of this lease on its part to be
performed and such default continues after Notice from Lessee for more than
thirty (30) days, then in such event, Lessee may exercise any and all legal or
equitable remedies afforded Lessee under Louisiana law, including but not
limited to the right to bring an action against Lessor for damages.

22.  INDULGENCES AND EXTENSIONS:

     Failure of Lessor to strictly and promptly enforce the terms and conditions
of this lease shall not operate as a waiver of Lessor's rights, Lessor expressly
reserving the right to always strictly and promptly enforce the terms,
conditions and requirements of this ease, regardless of any indulgences or
extensions previously granted. The receiving by Lessor of Lessor's
representative of any rent in arrears, or after notice or institution of any
suit or possession or cancellation of this lease, or permitting Lessee to remain
in the premises while in violation of any of the terms of this lease shall not
constitute a tacit reconduction of this lease.

23.  NOTICES:

     Whenever written notice is required by the terms of this lease, such notice
shall be served by certified mail on Lessor at Post Office Box 127, Hammond,
Louisiana, 70404 and on Lessee at the following address:

                          Joseph L. von Rosenberg, III
                          1717 St. James Place, Suite 550
                          Houston, Texas 77056

                                      -8-
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     And shall be deemed given when so mailed if same is unclaimed or refused by
addressee. Either party may notify the other of a change of address by written
notice as hereinabove provided.

24.  ATTORNEY'S FEES AND COSTS:

     Should any claim in favor of Lessor upon this lease be placed in the hands
of an attorney to give special attention to the enforcement of such claim,
lessee shall pay attorney's fee in the amount of twenty-five percent (25%) of
the claim, together with all costs charges and expenses.

     Should any claim in favor of Lessee upon this lease be placed in the hands
of an attorney to give special attention to the enforcement of such claim,
Lessor shall pay attorney's fees in the amount of twenty-five percent (25%) of
the claim, together with all costs, charges and expenses.

25.  SIGNS:

     Lessor reserves the right to maintain signs "For Sale" or "For Rent" on the
premises at any time during the term of this lease. Lessee is obligated not to
display in, on, or above the leased premises any sign or decoration, the nature
of which, in the judgment of Lessor is dangerous, unsightly, or detrimental to
the property. Lessee is prohibited from painting any signs on the leased
property without the written consent of Lessor, and Lessee is obligated to
promptly remove at or before the expiration of this lease any and all signs
painted or placed in or upon any part of the leased premises, to Lessor's
satisfaction and Lessee is obligated to pay the cost of said removal, plus
agent's or attorney's fees, in event of failure to carry out this obligation.

26.  SECURITY DEPOSIT:

     Upon execution of this lease contract, Lessee shall deposit, and receipt of
which is hereby acknowledged, the sum of FOURTEEN THOUSAND ONE HUNDRED EIGHTEEN
EIGHT AND NO/100 ($14,118.00) DOLLARS. This deposit, which is non-interest
bearing, to be held by Lessor as security for the full and faithful performance
of all of the terms and conditions of this lease. Deductions will be made from
this security deposit to reimburse Lessor for: (1) the cost of performing any
repair or maintenance which Lessee was obligated, but failed, to do; and/or (2)
the cost of cleaning, trash removal, insurance, or other obligations of Lessee
hereunder which have not been performed. This security deposit is not an advance
rental and Lessee may not deduct any portion of the security deposit from rent
due to Lessor by Lessee. Lessor agrees that, provided all the terms and
conditions of this lease are complied with, all keys returned and after the
premises

                                      -9-
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have been vacated and inspected by Lessor, Lessor will refund the security
deposit to Lessee, less those deductions which have been made in accordance
herewith.

27.  APPLICABLE LAW:

     This lease is to take effect in Louisiana, and is to be governed and
controlled by the laws of that state.

28.  ADDITIONAL PROVISIONS:

     As additional consideration herein, Lessee agrees to pay ONE HUNDRED
SEVENTY AND NO/100 ($170.00) DOLLARS per month for parking and common area
maintenance expenses throughout the term of this lease including any options or
extensions thereto.

29.  OPTIONS:

     The Lessee shall have an option of two (2) additional five year renewal
privileges beginning at the end of the primary term of this lease. To be
effective, the Lessee must notify the Lessor, in writing, of his exercise of the
option at least three (3) months prior to the expiration of the primary term and
also the option terms. All conditions shall remain the same except that the
monthly rental each year of the option period shall increase by 2.75% per year.

30.  RIGHT OF FIRST REFUSAL:

     In the event Lessee desires to rent additional office space in the building
containing the Leased Premises it may notify the Lessor in writing. Upon receipt
of written notice, Lessor shall be obligated to first offer to the Lessee any
office space that becomes available for lease. Said offer to Lessee shall be
made in writing. Lessee shall have the right for seventy-two (72) hours to
accept the offer. Said additional space will be subject to all of the terms of
this lease (including options of extensions) except the amount of rent will be
the amount the available space will be in good faith be offered by the Lessor to
any third party.

     This lease is made and signed in duplicate originals, in
                                                              ----------------
Louisiana, this 31 day of January, 2000.

                                      -10-
<PAGE>

                                        OMEGA PROTEIN, INC.


                                           /s/ Clark A. Haner
                                        ----------------------------------------
                                        By: Clark A. Haner, LESSEE
                                            --------------
                                        Vice-President, Controller and
                                        Administration


                                        THE EDSON GROUP,
                                        LIMITED PARTNERSHIP


                                           /s/ Edwin L. Hoover
                                        ----------------------------------------
                                        By: Edwin L.  Hoover, LESSOR
                                            ----------------

                                        ----------------------------------------
                                        SURETY

                                      -11-
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                                  ADDENDUM ONE

                             LEASE ADDITIONAL SPACE

                  ATTACHED TO AND A PART OF THE LEASE AGREEMENT
                             DATED FEBRUARY 1, 2000
                         BETWEEN THE EDSON GROUP, L.L.C.
                                       And
                               OMEGA PROTEIN, INC.

a)   Subject to all terms and conditions of the attached lease, except those
     listed below, and in addition to the space agreed upon in said Lease,
     Tenant shall, through this addendum, lease an additional 1500 square feet
     of space located at 825 Pride Drive, Hammond, Louisiana 70401, referred to
     as the Edson Facility "out building."

b)   Rental fee for said "out building" shall be SEVEN HUNDRED FIFTY and
     NO/CENTS ($750.00) DOLLARS per month.

c)   Terms and renewal options/extension for said Addendum shall run according
     to and be in accordance with the terms set forth in the attached Lease.

This Addendum is made and signed in duplicate originals, in                 ,
                                                            ----------------
Louisiana, this 31 day of January 2000.
                --

                                        OMEGA PROTEIN, INC.


                                           /s/ Clark A. Haner
                                        ----------------------------------------
                                        By: Clark A. Haner, LESSEE
                                            --------------
                                        Vice-President, Controller and
                                        Administration


                                        THE EDSON GROUP, L.L.C.


                                           /s/ Edwin L. Hoover
                                        ----------------------------------------
                                        By: Edwin L.  Hoover, LESSOR
                                            ----------------

                                      -12-

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