We propose a simple meson-exchange model of the photoproduction of rho
- and omega-mesons off protons near threshold (E(gamma) less than or s
imilar to 2 GeV). This model provides a good description of the availa
ble data and implies a large rho-nuclxeon interaction in the scalar ch
annel (sigma-exchange). We use this phenomenological interaction to es
timate the leading contribution to the self-energy of rho-mesons in ma
tter. The implications of our calculation for experimental studies of
the rho-meson mass in nuclei are discussed.