OMEGA PROTEIN CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>



                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT


     This Employment Agreement dated and effective as of October 1, 2002 (this
"Agreement") is entered into by and between Omega Protein Corporation, a Nevada
corporation with headquarters in Houston, Texas (the "Company" or "Omega"), and
Thomas R. Wittmann (the "Employee").

     WHEREAS,  the  Employee  has served as the General  Manager of the Companys
Abbeville, Louisiana facility; and

     WHEREAS, the Company now desires to promote the Employee to Vice
President--Operations of the Company; and

     WHEREAS, the Company desires to provide the Employee with certain
assurances regarding his employment in the event of termination of Employee's
employment;

     THEREFORE, in consideration of the foregoing and the mutual provisions
contained herein, and for other good and valuable consideration, the parties
hereto agree with each other as follows:

     1. Employment. On the terms and subject to the conditions set forth herein,
the Company hereby employs the Employee and the Employee hereby accepts
employment with the Company as Vice President Operations. The Employee will
perform the duties, functions and services as the Chief Executive Officer of the
Company or his designee may from time to time request.

     2.  Compensation  and Other  Employee  Benefits.  As  compensation  for the
Employee's services hereunder, the Company will:

     (a) pay to the Employee an annual base salary (the "Base Salary"), subject
to such withholdings or other deductions as may be required by applicable laws
or regulations, of One Hundred Twelve Thousand and No/100 Dollars ($112,000.00)
in accordance with the then current payroll policies of the Company, which Base
Salary will be subject to increase (but not decrease) at the discretion of the
Company; and

     (b) afford the Employee the right to participate in Company employee health
and welfare benefit plans available to all employees generally, in a manner
consistent with the participation of such other employees; and

     (c) subject to the requirements of the business expense reimbursement
policies and procedures of the Company as in effect from time to time, reimburse
the Employee for the reasonable out-of-pocket expenses he incurs in the course
of performing his duties hereunder; and

     (d) provide employee with paid vacation in accordance with then-current
Company policy.




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     3. Termination of Employment.

     (a) For Due Cause. If the Company has Due Cause (as defined below) to
terminate the Employee's employment, the Company will be entitled to terminate
the Employee's Employment at any time by delivering written notice of that
termination to the Employee, in which event (i) that termination will be
effective immediately on the delivery of that notice, (ii) the Company will pay
to the Employee his Base Salary accrued and unpaid to the date of that
termination, and (iii) all the rights and benefits the Employee may have under
any health and welfare benefit plans will be determined in accordance with the
terms and conditions of those plans. "Due Cause" means (i) the material failure
by the Employee to fulfill the Employees duties or misconduct or gross neglect
in the performance of such duties, (ii) the Employees commission of fraud,
misappropriation, embezzlement or act of moral turpitude, or (iii) the Employees
commission of any felony for which the Employee is convicted. For the purposes
of this paragraph, the term Company includes subsidiaries of the Company.

     (b) Death or Disability. If the Employee dies or suffers a disability, (i)
the Employee's employment will terminate on the date of his death or Disability,
(ii) the Company will pay to the Employee or his estate the Employee's Base
Salary accrued and unpaid to the date on which he died or became disabled, and
(iii) all the rights and benefits the Employee (or his estate) may have under
any Company health and welfare benefit plans will be determined in accordance
with the terms and conditions of those plans.

     (c) Voluntary Termination by Employee. The Employee may voluntarily
terminate his Employment at any time by providing at least fourteen (14) days'
prior written notice to the Company, in which event, (i) the Company will pay to
the Employee his Base Salary accrued and unpaid to the date the employment
terminates, and (ii) all the rights and benefits the Employee may have under any
Company health and welfare benefit plans will be determined in accordance with
the terms and conditions of those plans.

     (d) Voluntary Termination by Company. The Company will be entitled to
terminate the Employee's employment at any time for any reason. The severance
payment paid to Employee as a result of voluntary termination by the Company
will differ depending on whether such termination takes place before or after a
Change of Control (as defined below) has occurred, as set forth below:

     (i) Prior to a Change in Control. If, prior to a Change of Control, the
Company terminates the Employee's employment for any reason other than Due
Cause, death or the Employee's disability, then the Company will pay to the
Employee his Base Salary in accordance with the then current payroll policies of
the Company for a twelve (12)-month period following such termination and all
the rights and benefits the Employee may have under any Company health and
welfare benefit plans will be determined in accordance with the terms and
conditions of those plans.




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     (ii) After a Change of Control. If, after a Change of Control, the Company
terminates the Employee's employment within two (2) years after the date of the
Change of Control for any reason other than Due Cause, death or the Employee's
disability, then the Company will pay to the Employee his Base Salary in
accordance with the then current payroll policies of the Company for a
twenty_four (24)-month period following such termination and all the rights and
benefits the Employee may have under the any health and welfare benefit plan
will be determined in accordance with the terms and conditions of those plans.

"Change of Control" means that point in time in which a person, entity or group
other than (a) the Company or its subsidiaries, or (b) Zapata Corporation (which
as of the date of this Agreement currently owns approximately sixty-one percent
(61%) of the Company's outstanding common stock), directly or indirectly
acquires beneficial ownership of thirty percent (30%) or more of the then
outstanding shares of common stock of the Company as a result of such
acquisition (provided, however, that such Change of Control does not occur
solely as a result of a reduction in the number of shares of Company common
stock outstanding due to a repurchase of Company common stock by the Company or
its subsidiaries).

For purposes of this Agreement, the Change of Control will be deemed to occur on
the effective date on which such person or entity acquires beneficial ownership
of at least one share greater than thirty percent (30%) of the then outstanding
shares. Zapata Corporation is not an intended third party beneficiary of this
Agreement so that if, for example, Zapata Corporation were to sell all of its
shares of Omega common stock to a third party which, as a result of that
transaction, then owned greater than thirty percent (30%) of the Company's then
outstanding common stock, a Change of Control would have occurred.

     4. Covenant Not to Compete. The Employee recognizes that the Company is
engaged in a highly competitive business and that keeping the Companys
competitors from utilizing the Companys production processes, know-how, and
proprietary techniques and methods is of utmost importance. The Employee
acknowledges that in his position as Vice President - Operations he will be
exposed and knowledgeable about the Companys production process, know-how,
proprietary techniques and methods and other confidential information. The
Employee, therefore, agrees that during the term of his employment and for a
period of three (3) years after the date of termination of employment for any
reason, he will not accept employment or render service or assistance to the
Companys two primary domestic competitors, Daybrook Fisheries in Louisiana and
Beaufort Fisheries in North Carolina.

     If the provisions of this Section 4 are violated in any material respect,
the Company shall be entitled, upon application to any court of proper
jurisdiction, to a temporary restraining order or preliminary injunction
(without the necessity of posting any bond with respect thereto) to restrain and
enjoin the Employee from that violation. If the provisions of this Section 4
should ever be deemed to exceed the time, geographic or occupational limitations
permitted by the applicable law, the Employee and the Company agree that such
provisions shall be and are hereby reformed to the maximum time, geographic or
occupational limitations permitted by the applicable law.




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     5. Confidential Information. The Employee acknowledges that he has had and
will continue to have access to trade secrets and other confidential, nonpublic
and/or proprietary information of the Company, including information derived
from production records, quality control reports, managers reports, claims
reports investigations, research, marketing and sale programs, strategic plans,
and customer lists (collectively, Confidential Information). The Employee
agrees, therefore, that he will not at any time, either while employed by the
Company or for a five (5)-year period thereafter, knowingly make any personal or
independent use of, or knowingly disclose to any other person any Confidential
Information. Confidential Information shall not include (i) information that
becomes known to the public generally through no fault of the Employee, or (ii)
information required to be disclosed by law or legal process or the order of any
governmental authority under color of law. In the event of a breach or threatene
d breach by the Employee of the provisions of this Section 5 with respect to any
Confidential Information, the Company shall be entitled to a temporary
restraining order and a preliminary and permanent injunction (without the
necessity of posting any bond in connection therewith) restraining the Employee
from disclosing, in whole or in part, that Confidential Information.

     6. Notices. All notices, requests, demands and other communications given
under or by reason of this Agreement must be in writing and will be deemed given
when delivered in person or when mailed, by certified mail (return receipt
requested), postage prepaid, addressed as follows or to such other address as a
party may specify by notice pursuant to this provision:

 (i) If to the Company:                 Omega Protein Corporation
                                        1717 St. James Place, Suite 550
                                        Houston, Texas 77056
                                        Attn: Secretary

 (ii)If to the Employee:                Thomas R. Wittmann
                                        16335 W. Louisiana Highway 330
                                        Abbeville, Louisiana 70510

     7.  Governing  Law.  This  Agreement  will be governed by and  construed in
accordance with the substantive  laws (other than the rules governing  conflicts
of laws) of the State of Texas.

     8. Term. The term of this Agreement shall continue in effect until an event
specified in Section 3 shall have occurred, at which point the provisions of
that section will control and after the completion of the requirements of such
provisions and Sections 4 and 5 of this Agreement, this Agreement will
terminate.

     9. Entire Agreement and Amendments. This Agreement contains the entire
agreement of the Employee and the Company relating to the matters contained
herein and supersedes all prior agreements and understandings, oral or written,
between the Employee and the Company with respect to the subject matter hereof.
This Agreement may not be amended or modified except by an agreement in writing
signed by both parties.

     10. Headings. The headings of sections and subsections hereof are included
solely for convenience of reference and will not control the meaning or
interpretation of any of the provisions hereof.

     11. Tax Withholding. Notwithstanding any other provision hereof, the
Company may withhold from amounts payable hereunder all federal, state, local
and foreign taxes that are required to be withheld by applicable laws or
regulations.




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     13. Assignments. The Company may assign this Agreement to any person or
entity succeeding to all or substantially all the business interests of the
Company by merger or otherwise with the written consent of the Employee. The
rights and obligations of the Employee under this Agreement are personal to him,
and none of those rights, benefits or obligations will be subject to voluntary
or involuntary alienation, assignment or transfer.

     14.  Effect of  Agreement.  Subject  to the  provisions  of Section 13 with
respect to  assignments,  this Agreement will be binding on the Employee and his
heirs, executors,  administrators,  legal representatives and assigns and on the
Company and its successors and assigns.

     15.  Execution.  This  Agreement may be executed in multiple  counterparts,
each of which will be deemed an original  and all of which will  constitute  one
and the same agreement.

     16.  Waiver of Breach.  The waiver by either  party to this  Agreement of a
breach of any  provision of the Agreement by the other party will not operate or
be construed as a waiver by the waiving  party of any  subsequent  breach by the
other party.

     IN WITNESS WHEREOF, the Employee and the Company have executed this
Agreement effective as of the date first written above.

                                  OMEGA PROTEIN CORPORATION



                                  By: /s/ Joseph L. von Rosenberg III
                                          Joesph L. von Rosenberg III
                                          President and Chief Executive Officer

                                  EMPLOYEE

                                  Thomas R. Wittmann

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