ASSIGNMENT AND ASSUMPTION OF LEASE



 




Exhibit 10.1


ASSIGNMENT AND ASSUMPTION OF LEASE



     THIS ASSIGNMENT (“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 a certain Lease dated June 30, 1995 between the Assignor and
PARKWAY PROPERTIES LP (as successor-in-interest to Patriot Saint James I
Investors, 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 inure 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, Assignor and 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



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CONSENT OF LESSOR



     The attached Assignment and Assumption of Lease Agreement has been
executed by Assignor and Assignee, and 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, 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:
	 	SUP




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