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                                                                  EXHIBIT 10.92

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

                  This Employment and Non-Interference Agreement (this
"Agreement"), is dated as of March 1, 1999, by and between Michael E. Kearney
(the "Executive") and SPACEHAB, Incorporated, a Washington state corporation
(the "Company").

                  WHEREAS, the Company wishes to retain the future services of
Executive for the Company;

                  WHEREAS, Executive is willing, upon the terms and conditions
set forth in this Agreement, to provide services hereunder; and

                  WHEREAS, the Company wishes to secure Executive's
non-interference, upon the terms and conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

                  1.       Nature of Employment.

                  Subject to Section 3, the Company hereby employs Executive,
and Executive agrees to accept such employment, during the Term of Employment
(as defined in Section 3(a)), as Vice President, Marketing and Sales, and to
undertake such duties and responsibilities as may be reasonably assigned to
Executive from time to time by the Chief Executive Officer, Chief Operating
Officer, Board of Directors of the Company, or such other appropriately
authorized or designated executive officer of the Company.

                  2.       Extent of Employment.

                  (a) During the Term of Employment, Executive shall perform his
obligations hereunder faithfully and to the best of his ability under the
direction of the Chief Executive Officer, Chief Operating Officer, Board of
Directors of the Company, or such other appropriately authorized or designated
executive officer of the Company and shall abide by the rules, customs and
usages from time to time established by the Company.

                  (b) During the Term of Employment, Executive shall devote all
of his business time, energy and skill as may be reasonably necessary for the
performance of his duties, responsibilities and obligations under this Agreement
(except for vacation periods and reasonable periods of illness or other
incapacity), consistent with past practices and norms with respect to similar
positions.

                  (c) Nothing contained herein shall require Executive to follow
any directive or to perform any act which would violate any laws, ordinances,
regulations or rules of any governmental, regulatory or administrative body,
agent or authority, any court or judicial
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authority, or any public, private or industry regulatory authority. Executive
shall act in accordance with the laws, ordinances, regulations or rules of any
governmental, regulatory or administrative body, agent or authority, any court
or judicial authority, or any public, private or industry regulatory authority.

                  3.       Term of Employment; Termination.

                  (a) The "Term of Employment" shall commence on March 1, 1999
and shall continue through July 31, 1999 (the "Initial Term"), subject to
automatic annual renewal for one-year terms thereafter (the "Additional Term"),
unless either the Company or Executive notifies the other party of its intent
not to renew within ninety (90) days prior to the end of the Initial Term or
Additional Term as the case may be. Should Executive's employment by the Company
be earlier terminated pursuant to Section 3(b), the Term of Employment shall end
on the date of such earlier termination.

                  (b) Subject to the payments contemplated by Section 3(d), the
Term of Employment may be terminated at any time by the Company:

                           (i)      upon the death of Executive;

                           (ii) in the event that because of physical or mental
                  disability, Executive is unable to perform and does not
                  perform his duties hereunder, for a continuous period of 90
                  days, and an experienced, recognized physician specializing in
                  such disabilities certifies as to the foregoing in writing;

                           (iii) for Cause or Material Breach (each as defined
                  in Section 3(d));

                           (iv) upon the continuous poor or unacceptable
                  performance of Executive's duties to the Company, in the sole
                  judgment of the Board of Directors of the Company, which has
                  remained uncured for a period of 90 days after the delivery of
                  notice by the Company to the Executive of such dissatisfaction
                  with Executive's performance; or

                           (v) for any other reason not referred to in clauses
                  (i) through (iv), or for no reason, such that this Agreement
                  shall be construed as terminable at will by the Company.

Executive acknowledges that no representations or promises have been made
concerning the grounds for termination or the future operation of the Company's
business, and that nothing contained herein or otherwise stated by or on behalf
of the Company modifies or amends the right of the Company to terminate
Executive at any time, with or without Material Breach or Cause. Termination
shall become effective upon the delivery by the Company to Executive of notice
specifying such termination and the reasons therefor, subject to the
requirements for advance notice and an opportunity to cure provided in this
Agreement, if and to the extent applicable.

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                  (c) Subject to the payments contemplated by Section 3(d), the
Term of Employment may be terminated at any time by Executive:

                           (i) upon the death of Executive;

                           (ii) in the event that because of physical or mental
                  disability, Executive is unable to perform and does not
                  perform his duties hereunder, for a continuous period of 90
                  days, and an experienced, recognized physician specializing in
                  such disabilities certifies as to the foregoing in writing;

                           (iii) as a result of the Company's material reduction
                  in Executive's authority, perquisites, position, title or
                  responsibilities (other than such a reduction by the Company
                  because of a temporary illness or disability or such a
                  reduction which affects all of the Company's senior executives
                  on a substantially equal or proportionate basis as a result of
                  financial results, conditions, prospects, reorganization,
                  workout or distressed condition of the Company), or the
                  Company's willful, material violation of its obligations under
                  this Agreement, in each case, after 30 days' prior written
                  notice by Executive to the Company and its Board of Directors
                  and the Company's failure thereafter to cure such reduction or
                  violation within such 30 days; or

                           (iv) voluntarily or for any reason not referred to in
                  clauses (i) through (iii), or for no reason, in each case,
                  after 90 days' prior written notice to the Company and its
                  Board of Directors.

                  (d) For the purposes of this Section 3:

                  "Cause" shall mean any of the following: (i) Executive's
conviction of any crime or criminal offense involving the unlawful theft or
conversion of substantial monies or other property or any other felony (other
than a criminal offense arising solely under a statutory provision imposing
criminal liability on the Executive on a per se basis due to the offices held by
the Executive); or (ii) Executive's conviction of fraud or embezzlement.

                  "Material Breach" shall mean any of the following: (i)
Executive's breach of any of his fiduciary duties to the Company or its
stockholders or making of a willful misrepresentation or omission which breach,
misrepresentation or omission would reasonably be expected to materially
adversely affect the business, properties, assets, condition (financial or
other) or prospects of the Company; (ii) Executive's willful, continual and
material neglect or failure to discharge his duties, responsibilities or
obligations prescribed by Sections 1 and 2 (other than arising solely due to
physical or mental disability); (iii) Executive's habitual drunkenness or
substance abuse which materially interferes with Executive's ability to
discharge his duties, responsibilities or obligations prescribed by Sections 1
and 2; (iv)

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Executive's willful, continual and material breach of any noncompetition or
confidentiality agreement with the Company, including, without limitation, those
set forth in Sections 7 and 8 of this Agreement; and (v) Executive's gross
neglect of his duties and responsibilities, as determined by the Company's Board
of Directors; in each case, for purposes of clauses (i) through (v), after the
Company or the Board of Directors has provided Executive with 30 days' written
notice of such circumstances and the possibility of a Material Breach, and
Executive fails to cure such circumstances and Material Breach within those 30
days.

                           (i) In the event Executive's employment is terminated
                  pursuant to Section 3(b)(i) [death], 3(b)(ii) [disability] or
                  3(b)(v) [any other reason or no reason] or 3(c)(i) [death],
                  3(c)(ii) [disability] or 3(c)(iii) [material reduction], the
                  Company will: (A) pay to Executive (or his estate or
                  representative) the full amounts to which the Executive would
                  be entitled to under Section 4(a) for the period from
                  effectiveness of termination through the sixth month
                  anniversary of termination; and (B) pay to Executive (or his
                  estate or representative) the benefits described in Section 6
                  through the sixth month anniversary of termination.

                           Payment of the amounts and provision of the benefits
                  described above will be made in accordance with the timetable
                  and schedule for such payments contemplated therefor as if
                  such termination did not occur, and will be subject to the
                  other provisions of this Agreement, including Section 3(g) and
                  Sections 7 and 8. If the Company makes the payments required
                  by this Section 3(d)(i), such payments will constitute
                  severance and liquidated damages, and the Company will not be
                  obligated to pay any further amounts to Executive under this
                  Agreement or otherwise be liable to Executive in connection
                  with any termination.

                           (ii) In the event Executive's employment is
                  terminated pursuant to Section 3(b)(iii) [Cause or Material
                  Breach], 3(b)(iv) [poor performance], or 3(c)(iv) [voluntary],
                  the Company will not be obligated to pay any further amounts
                  to Executive under this Agreement.

                  (e) In the event the Term of Employment is terminated and the
Company is obligated to make payments to Executive pursuant to Section 3(d)(i),
Executive shall have a duty to seek to obtain alternative employment; and if
Executive thereafter obtains alternative employment, the Company's payment
obligations under Section 3(d)(i), including its obligation to provide insurance
coverage, if any, will be mitigated and reduced by and to the extent of
Executive's compensation under such alternative employment during the period for
which payments are owed by the Company pursuant to Section 3(d)(i). Moreover, in
the event that Executive is employed by or engaged in a Competitive Business as
contemplated by Section 8(a)(i), then the Company will thereupon no longer be
obligated to make payments under Section 3(d)(i).

                  (f) In the event the Term of Employment is terminated and the
Company is obligated to make payments pursuant to Section 3(d)(i), Executive
hereby waives any and

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all claims against the Company and its respective officers, directors,
employees, agents, or representatives, stockholders and affiliates relating to
his employment during the term hereof and this Agreement.

                  (g) Termination of the Term of Employment will not terminate
Sections 3(d), 3(f), and 7 through 21.

                  4.       Compensation

                  During the Term of Employment, the Company shall pay to
Executive:

                  (a) As base compensation for his services hereunder, in
semi-monthly installments, a base salary at a rate of not less than $188,000 per
annum. Such amounts may be increased (but not decreased) annually at the
discretion of the Compensation Committee of the Board of Directors based upon an
annual review by the Compensation Committee of the Board of Directors of
Executive's performance.

                  (b) An annual bonus, if any, based on Executive's and/or
Company's performance as determined and approved by the Compensation Committee
of the Board of Directors.

                  (c) An annual stock option grant, if any, based on
Executive's, Company's and/or Company Stock performance as determined and
approved by the Compensation Committee of the Board of Directors.

                  5.       Reimbursement of Expenses

                  During the Term of Employment, the Company shall pay all
expenses, including, without limitation, transportation, lodging and food for
Executive to attend conventions, conferences and meetings that the Company
determines are necessary or in the best interest of the Company, and for any
ordinary and reasonable expenses incurred by Executive in the conduct of the
Business of the Company. Travel outside the United States shall be subject to
the prior approval of an executive officer of the Company.

                  6.       Benefits

                  During the Term of Employment, Executive shall be entitled to
benefits (including health, disability, pension and life insurance benefits
consistent with Company policy, or as increased from time to time), in each
case, in accordance with guidelines or established from time to time by the
Board of Directors for senior executives of the Company.

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                  7.       Confidential Information

                  (a) Executive acknowledges that his employment hereunder gives
him access to Confidential Information relating to the Company's Business and
its customers which must remain confidential. Executive acknowledges that this
information is valuable, special, and a unique asset of the Company's Business,
and that it has been and will be developed by the Company at considerable effort
and expense, and if it were to be known and used by others engaged in a
Competitive Business, it would be harmful and detrimental to the interests of
the Company. In consideration of the foregoing, Executive hereby agrees and
covenants that, during and after the Term of Employment, Executive will not,
directly or indirectly in one or a series of transactions, disclose to any
person, or use or otherwise exploit for Executive's own benefit or for the
benefit of anyone other than the Companies, Confidential Information (as defined
in Section 10), whether prepared by Executive or not; provided, however, that
any Confidential Information may be disclosed to officers, representatives,
employees and agents of the Companies who need to know such Confidential
Information in order to perform the services or conduct the operations required
or expected of them in the Business (as defined in Section 10). Executive shall
use his best efforts to prevent the removal of any Confidential Information from
the premises of the Companies, except as required in his normal course of
employment by the Company. Executive shall use his best efforts to cause all
persons or entities to whom any Confidential Information shall be disclosed by
him hereunder to observe the terms and conditions set forth herein as though
each such person or entity was bound hereby. Executive shall have no obligation
hereunder to keep confidential any Confidential Information if and to the extent
disclosure of any thereof is specifically required by law; provided, however,
that in the event disclosure is required by applicable law, Executive shall
provide the Company with prompt notice of such requirement, prior to making any
disclosure, so that the Company may seek an appropriate protective order. At the
request of the Company, Executive agrees to deliver to the Company, at any time
during the Term of Employment, or thereafter, all Confidential Information which
he may possess or control. Executive agrees that all Confidential Information of
the Companies (whether now or hereafter existing) conceived, discovered or made
by him during the Term of Employment exclusively belongs to the Companies (and
not to Executive). Executive will promptly disclose such Confidential
Information to the Company and perform all actions reasonably requested by the
Company to establish and confirm such exclusive ownership.

                  (b) In the event that Executive breaches his obligations in
any material respect under this Section 7, the Company, in addition to pursuing
all available remedies under this Agreement, at law or otherwise, and without
limiting its right to pursue the same shall cease all payments to Executive
under this Agreement.

                  (c) The terms of this Section 7 shall survive the termination
of this Agreement regardless of who terminates this Agreement, or the reasons
therefor.

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                  8.       Non-Interference

                  (a) Executive acknowledges that the services to be provided
give him the opportunity to have special knowledge of the Company and its
Confidential Information and the capabilities of individuals employed by or
affiliated with the Company, and that interference in these relationships would
cause irreparable injury to the Company. In consideration of this Agreement,
Executive covenants and agrees that:

                           (i) During the Restricted Period (which shall not
                  include any period of violation of this Agreement by the
                  Executive), Executive will not, without the express written
                  approval of the Board of Directors of the Company, anywhere in
                  the Market, directly or indirectly, in one or a series of
                  transactions, own, manage, operate, control, invest or acquire
                  an interest in, or otherwise engage or participate in, whether
                  as a proprietor, partner, stockholder, lender, director,
                  officer, employee, joint venturer, investor, lessor, supplier,
                  customer, agent, representative or other participant, in any
                  Competitive Business without regard to (A) whether the
                  Competitive Business has its office, manufacturing or other
                  business facilities within or without the Market, (B) whether
                  any of the activities of Executive referred to above occur or
                  are performed within or without the Market or (C) whether
                  Executive resides, or reports to an office, within or without
                  the Market; provided, however, that (x) Executive may,
                  anywhere in the Market, directly or indirectly, in one or a
                  series of transactions, own, invest or acquire an interest in
                  up to five percent (5%) of the capital stock of a corporation
                  whose capital stock is traded publicly, or that (y) Executive
                  may accept employment with a successor company to the Company.

                           (ii) During the Restricted Period (which shall not
                  include any period of violation of this Agreement by
                  Executive), Executive will not without the express prior
                  written approval of the Board of Directors of the Company (A)
                  directly or indirectly, in one or a series of transactions,
                  recruit, solicit or otherwise induce or influence any
                  proprietor, partner, stockholder, lender, director, officer,
                  employee, sales agent, joint venturer, investor, lessor,
                  supplier, customer, agent, representative or any other person
                  which has a business relationship with the Company or had a
                  business relationship with the Company within the twenty-four
                  (24) month period preceding the date of the incident in
                  question, to discontinue, reduce or modify such employment,
                  agency or business relationship with the Company, or (B)
                  employ or seek to employ or cause any Competitive Business to
                  employ or seek to employ any person or agent who is then (or
                  was at any time within six months prior to the date Executive
                  or the Competitive Business employs or seeks to employ such
                  person) employed or retained by the Company. Notwithstanding
                  the foregoing, nothing herein shall prevent Executive from
                  providing a letter of recommendation to an employee with
                  respect to a future employment opportunity.

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                           (iii) The scope and term of this Section 8 would not
                  preclude him from earning a living with an entity that is not
                  a Competitive Business.

                  (b) The terms of this Section 8 shall survive termination of
this Agreement regardless of who terminates this Agreement, or the reasons
therefor.

                  9.       Inventions

                  (a) Each invention, improvement or discovery made or conceived
by Executive, either individually or with others, during the term of his
employment with the Company, which invention, improvement or discovery is
related to any of the lines of business or work of the Companies, any projected
or potential activities which the Companies have investigated or hereinafter
investigates, or which result from or are suggested by any service performed by
Executive for the Company, whether patentable or not, shall be promptly and
fully disclosed by Executive to the Company. Executive assigns each such
invention, improvement or discovery, and the patents thereof, or related
thereto, to the Company. Executive shall, during the term of his employment with
the Company and thereafter without charge to the Company, but at the request and
expense of the Company, assist the Company in obtaining or vesting in itself
patents upon such improvements and inventions. All such inventions, improvements
or discoveries shall at all times become and remain the exclusive property of
the Company. Executive represents that he does not claim ownership of any
inventions, improvements, formulae or discoveries which are excluded from this
Agreement.

                  (b) In the event that Executive breaches his obligations in
any material respect under Sections 7, 8 or this Section 9, the Company, in
addition to pursuing all available remedies under this Agreement, at law or
otherwise, and without limiting its right to pursue the same shall cease all
payments to Executive under this Agreement.

                  10.      Definitions

                  "Business" means (a) the design, manufacture, lease and
operation of pressurized and unpressurized space modules, flight hardware and
subsystems, and those other businesses and activities that are described in the
Company's Form 10-K for the fiscal year ended June 30, 1998, and Form 10 Q for
the quarter ending September 30, 1998, or (b) any similar, incidental or related
business conducted or pursued by or engaged in, by the Companies prior to the
date hereof or at any time during the Term of Employment.

                  "Cause" is defined in Section 3(d).

                  "Companies" means the Company and any of its direct or
indirect subsidiaries, now existing or hereafter existing.

                  "Company" is defined in the introduction.

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                  "Competitive Business" means any business which competes,
directly or indirectly, with the Business in the Market.

                  "Confidential Information" means any trade secret,
confidential study, data, calculations, software storage media or other
compilation of information, patent, patent application, copyright, trademark,
trade name, service mark, service name, "know-how", trade secrets, customer
lists, details of client or consultant contracts, pricing policies, sales
techniques, confidential information relating to suppliers, information relating
to the special and particular needs of the Companies' customers operational
methods, marketing plans or strategies, products and formulae, product
development techniques or plans, business acquisition plans or any portion or
phase of any scientific or technical information, ideas, discoveries, designs,
computer programs (including source of object codes), processes, procedures,
research or technical data, improvements or other proprietary or intellectual
property of the Companies, whether or not in written or tangible form, and
whether or not registered, and including all files, records, manuals, books,
catalogues, memoranda, notes, summaries, plans, reports, records, documents and
other evidence thereof. The term "Confidential Information" does not include,
and there shall be no obligation hereunder with respect to, information that is
or becomes generally available to the public other than as a result of a
disclosure by Executive not permissible hereunder.

                  "Executive" means the individual identified in the first
paragraph of this Agreement, or his or her estate, if deceased.

                  "Market" means any county in the United States of America and
each similar jurisdiction in any other country in which the Business was
conducted or pursued by, engaged in by the Companies prior to the date hereof or
is conducted or engaged in or pursued, or is proposed to be conducted or engaged
in or pursued, by the Companies at any time during the Term of Employment.

                  "Material Breach" is defined in Section 3(d).

                  "Prior Employment Agreement" is defined in Section 12(a).

                  "Restricted Period" means the period commencing on the date of
this Agreement and continuing through the sixth month anniversary of the
termination of the Term of Employment.

                  "Subsidiary" means any corporation, limited liability company,
joint venture, limited and general partnership, joint stock company, association
or any other type of business entity of which the Company owns, directly or
indirectly through one or more intermediaries, more than fifty percent (50%) of
the voting securities at the time of determination.

                  "Term of Employment" is defined in Section 3(a).

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                  11.      Notice.

                  Any notice, request, demand or other communication required or
permitted to be given under this Agreement shall be given in writing and if
delivered personally, or sent by certified or registered mail, return receipt
requested, as follows (or to such other addressee or address as shall be set
forth in a notice given in the same manner):

                  If to Executive:          Michael E. Kearney
                                            6103 Newcastle Drive
                                            Bellaire, TX 77401

                  If to Company:            SPACEHAB, Incorporated
                                            300 D Street, S.W.
                                            Washington, D.C. 20024
                                            Attention:  General Counsel

Any such notices shall be deemed to be given on the date personally delivered or
such return receipt is issued.

                  12.      Previous Agreements; Executive's Representation.

                  (a) Attached hereto as Annex A are all previous employment or
severance agreements, if any, by and between Executive and the Company
(collectively, the "Prior Employment Agreements"). Executive and the Company
hereby cancel, void and render without force and effect all Prior Employment
Agreements, and the Executive releases and discharges the Company from any
further obligations or liabilities thereunder. Notwithstanding the foregoing,
the terms and provisions in any Prior Employment Agreement relating to any
grants of stock options or other derivative securities for the purchase of the
Company's common stock, no par value per share, shall remain in full force and
effect and shall not be amended in any manner as a result of the execution of
this Agreement.

                  (b) Executive hereby warrants and represents to the Company
that Executive has carefully reviewed this Agreement and has consulted with such
advisors as Executive considers appropriate in connection with this Agreement,
is not subject to any covenants, agreements or restrictions, including without
limitation any covenants, agreements or restrictions arising out of Executive's
prior employment, which would be breached or violated by Executive's execution
of this Agreement or by Executive's performance of his duties hereunder.

                  13.      Other Matters.

                  Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Companies' stockholders, directors, officers, affiliates,
representatives, agents or lenders will have any obligations or liabilities in
respect of this Agreement and the subject matter hereof.

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                  14.      Validity.

                  If, for any reason, any provision hereof shall be determined
to be invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.

                  15.      Severability.

                  Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. If any court
determines that any provision of Section 8 or any other provision hereof is
unenforceable because of the power to reduce the scope or duration of such
provision, as the case may be and, in its reduced form, such provision shall
then be enforceable.

                  16.      Waiver of Breach; Specific Performance

                  The waiver by the Company or Executive of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other breach of such other party. Each of the parties (and
third party beneficiaries) to this Agreement will be entitled to enforce its
rights under this breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of Sections 7, 8 and 9 of this Agreement and that any party (and
third party beneficiaries) may in its sole discretion apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions in order to enforce or prevent any violations of the
provisions of this Agreement. In the event either party takes legal action to
enforce any of the terms or provisions of this Agreement against the other
party, the party against whom judgement is rendered in such action shall pay the
prevailing party's costs and expenses, including but not limited to, attorneys'
fees, incurred in such action.

                  17.      Assignment; Third Parties.

                  Neither Executive nor the Company may assign, transfer,
pledge, hypothecate, encumber, or otherwise dispose of this Agreement or any of
his or its respective rights or obligations hereunder, without the prior written
consent of the other. The parties agree and acknowledge that each of the
Companies and the stockholders and investors therein are

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                  intended to be third party beneficiaries of, and have rights
and interests in respect of, Executive's agreements set forth in Sections 7, 8
and 9.

                  18.      Amendment; Entire Agreement.

                  This Agreement may not be changed orally but only by an
agreement in writing agreed to by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. This Agreement
embodies the entire agreement and understanding of the parties hereto in respect
of the subject matter of this Agreement, and supersedes and replaces all prior
Agreements, understandings and commitments with respect to such subject matter.

                  19.      Litigation.

                  THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA, EXCEPT THAT NO
DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF
DISTRICT OF COLUMBIA, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR
ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE
ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF
ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. SUBJECT TO SECTION
20, EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR
ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE DISTRICT OF
COLUMBIA OR THE UNITED STATES DISTRICT COURTS IN WASHINGTON, D.C. EXECUTIVE AND
THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN
SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE
OF FORUM SET FORTH IN THIS SECTION 19 SHALL NOT BE DEEMED TO PRECLUDE THE
ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION
UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.

                  20.      Arbitration.

                  EXECUTIVE AND THE COMPANY AGREE THAT ANY DISPUTE BETWEEN OR
AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT,
ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY COURSE OF
CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT, SHALL BE
SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN ACCORDANCE
WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
SUCH ARBITRATION SHALL TAKE PLACE IN ARLINGTON, VIRGINIA, AND SHALL BE SUBJECT
TO THE SUBSTANTIVE LAW OF THE DISTRICT OF

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COLUMBIA. DECISIONS PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE AND
BINDING ON THE PARTIES. UPON THE CONCLUSION OF ARBITRATION, EXECUTIVE OR THE
COMPANY MAY APPLY TO ANY COURT OF THE TYPE DESCRIBED IN SECTION 19 TO ENFORCE
THE DECISION PURSUANT TO SUCH ARBITRATION. IN CONNECTION WITH THE FOREGOING, THE
PARTIES HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR
CLAIMS RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.

                  21.      Further Action.

                  Executive and the Company agree to perform any further acts
and to execute and deliver any documents which may be reasonable to carry out
the provisions hereof.

                  22.      Counterparts.

                  This Agreement 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.

                  IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year first written above.


                                            EXECUTIVE:


                                            /s/ Michael E. Kearney
                                            ------------------------------
                                            Michael E. Kearney




                                            SPACEHAB, INCORPORATED


                                            By:  /s/ David A. Rossi
                                                 -------------------------
                                                 David A. Rossi, President

                                       13