We propose a simple meson-exchange model of the photoproduction of $rho$- and $omega$-mesons off protons near threshold ($E_gamma$ less than 2 GeV). This model provides a good description of the available data and implies a large $rho$-nucleon interaction in the scalar channel ($sigma$-exchange). We use this phenomenological interaction to estimate the leading contribution to the self-energy of $rho$-mesons in matter. The implications of our calculation for experimental studies of the $rho$-meson mass in nuclei are discussed.