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                                                                   EXHIBIT 10.77
                                    AGREEMENT


         This agreement ("Agreement") is made this 18th day of May, 1998,
between SPACEHAB, Incorporated ("SHI"), a Washington state corporation with its
principal office located in Vienna, Virginia and Mitsubishi Corporation, with
its principal office located in Tokyo, Japan ("MITSUBISHI"), as contractor to
the Japan Broadcasting Agency ("NHK") ("BUYER").

         WHEREAS MITSUBISHI desires to procure SPACEHAB pressurized module
services ("SPACEHAB" or "Module") and retain SHI to act as the carrier and
interface between the U.S. National Aeronautics and Space Administration's
("NASA") Space Shuttle fleet and the NHK-provided camera hardware aboard a
SPACEHAB Module Mission currently manifested as STS-95;

         WHEREAS SHI desires to supply to MITSUBISHI such services and to act as
the carrier and interface between the NASA Space Shuttle fleet and the
NHK-provided camera hardware aboard a SPACEHAB Module Mission currently
manifested as STS-95 ("Mission");

         WHEREAS SHI must immediately begin to perform certain tasks associated
with the analytical and physical integration of the NHK-provided camera hardware
into the SPACEHAB Module in order to complete these tasks prior to the
anticipated launch date; and

         WHEREAS MITSUBISHI, NHK and SPACEHAB have mutually agreed to the
Experiment Chargeable Mass policy presented in the Exhibit B table.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties agree as follows:

1.    STATEMENT OF WORK

         SHI will provide, at the times and locations set forth therein and
         pursuant to the terms and conditions of this Agreement, the supplies
         and services described in the Statement of Work ("SOW") in Exhibit C.
         NHK shall provide to SHI the camera (hand-held) and all of its
         associated support hardware to include, but not limited to, lenses,
         microphone and cables.

2.    PRICE AND TERMS OF PAYMENT

         MITSUBISHI shall pay SHI a fixed price of 1998 US$280,000 for flight of
         all NHK-provided camera hardware and all SPACEHAB-provided NHK camera
         stowage hardware (chargeable mass 10 kg).

<TABLE>
<S>                       <C>            <C>
         -   98US$         140,000.00    upon execution of this agreement

         -   98US$          70,000.00    upon completion of the Interface Control Document

             98US$          40,000.00    upon delivery of the flight certified camera and associated support
                                         hardware to the SPPF

             98US$          28,000.00    STS-95 landing plus one month
</TABLE>


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<TABLE>
<S>                       <C>            <C>
             Total        $280,000.00
</TABLE>

         The actual Chargeable Mass for the NHK-provided camera hardware and its
         supporting flight hardware shall be determined by SHI using a
         calibrated scale at the time of installation of each experiment into
         the module. Any upward deviation in the total measured Chargeable Mass
         flown on the mission from the Chargeable Mass referred to in Section 1
         above shall result in an upward price adjustment for that experiment at
         the rate of $28,000/kg. The cumulative total of all experiment upward
         price deviations, which shall not exceed $300,000, shall be paid to SHI
         at the time of final contract payment above, in addition to the final
         payment amount, also indicated above.

3.       PAYMENT TERMS AND CONDITIONS

         SHI shall send a Final Accounting/Billing to MITSUBISHI as promptly as
         possible after completion of the last service provided by SHI under
         this Agreement. The Final Accounting/Billing will contain a final
         accounting under the Agreement and address additional payment
         requirements, if any, from MITSUBISHI. If, as a result of final
         Accounting/Billing, an additional MITSUBISHI payment is required, such
         payment shall be due 60 days after the billing date of the Final
         Accounting/Billing.

4.       MISSION DELAYS

         In the event STS-95 is delayed, suspended, or postponed, there may be
         additional charges to MITSUBISHI as specified in the following
         circumstances:

         a.     Delay caused by NASA

                MITSUBISHI pays only additional service costs, if any,
                required/provided by NASA and/or SHI.

         b.     Delay caused by SHI

                MITSUBISHI pays only additional service costs, if any,
                required/provided by NASA.

         c.     Delay caused by MITSUBISHI/NHK

                MITSUBISHI pays any additional NASA costs charged to SHI which
                may be required or caused by any delay, suspension or
                postponement of the launch in excess of the 72 hours allowable
                delay for which NASA does not charge.

                -     MITSUBISHI pays for any additional costs incurred by SHI
                      for services provided by NASA and/or SHI.

5.        OPTIONAL SERVICES

         There are no defined optional services.


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6.       APPLICABILITY OF NASA/SHI SPACE SHUTTLE AGREEMENTS

         SHI and MITSUBISHI acknowledge that performance of the services
         described in this Agreement and the SOW depends upon the agreement(s)
         governing NASA's lease of the Module for STS-95 or any other missions
         covered herein ("NASA Contracts"). Any changes to these NASA/SHI
         agreement(s) that are imposed by NASA and which prevent SHI from
         providing the services described herein shall not constitute a breach
         of this Agreement by either SHI or MITSUBISHI. In the event of such
         changes by NASA, SHI, and MITSUBISHI agree to negotiate an equitable
         adjustment to this Agreement that satisfies both parties as well as
         NASA's new requirements. If there are any conflicts between this
         Agreement and the requirements of the NASA Contracts applicable to this
         Agreement, the NASA Contracts terms and conditions shall take
         precedence.

7.       EXCHANGE OF DOCUMENTATION AND INFORMATION

         SHI and BUYER shall exchange all documents and information required for
         each party to fulfill its responsibilities under this Contract in
         accordance with the SPACEHAB/NASDA/NHK STS-95 Confidentiality &
         Nondisclosure Contract.

8.       PERMITS AND LICENSES

         SHI shall obtain any permit or license that may be required to provide
         the services to be furnished under this Agreement. MITSUBISHI will be
         responsible for obtaining any permit or license that may be required to
         perform an activity unique to the NHK-provided camera that is not
         included in the foregoing, such as tests involving use of radioactive
         materials or particular requirements of MITSUBISHI's own government(s),
         or governmental authorities outside the United States.

9.       ALLOCATION OF CERTAIN RISKS AND LIMITATION OF LIABILITY

         a.      a.        Inter-Party Waiver of Liability.

                In carrying out this Agreement, SHI, ESA/INTOSPACE, and NASA,
                will respectively utilize their property and employees in the
                SPACEHAB Payload Processing Facility ("SPPF"), NASA facilities,
                and during payload processing activities and STS Operations in
                close proximity to one another and to others. Furthermore, the
                parties recognize that all participants are engaged in the
                common goal of meaningful exploration, exploitation and
                utilization of outer space. In furtherance of this goal, the
                parties hereto agree to a no-fault, no-subrogation, inter-party
                waiver of liability pursuant to which each party agrees not to
                bring claims in arbitration or otherwise against or sue the
                other party or other customers of SHI, and agrees to absorb the
                financial and any other consequences arising out of damage to
                its own property and employees as a result of participation in
                the payload processing activities and STS Operations,
                irrespective of whether such damage is caused by SHI, ESA,
                INTOSPACE, other SHI customers, NASA, or other NASA customers
                participating in payload processing activities and STS
                Operations and regardless of whether such damage arises through
                negligence or otherwise.

         b.     Extension of Inter-Party Waiver.


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                The parties agree that this common goal will also be advanced
                through extension of the inter-party waiver of liability to
                other participants in the payload processing activities and STS
                Operations. Accordingly, the parties agree to extend the waiver
                as set forth in Section 8a above to the other party's and NASA's
                contractors and subcontractors at every tier, as third party
                beneficiaries, whether or not such contractors or subcontractors
                causing damage bring property or employees to SHI's SPPF or
                retain title to other interest in property provided by them to
                be used, or otherwise involved, in the payload processing and
                Launch Activity. Specifically, the parties intend to protect
                these contractors and subcontractors from claims, including
                "products liability" claims, which might otherwise be pursued by
                the parties, or the contractors or subcontractors of the
                parties, or other customers of SHI or the contractors or
                subcontractors of such other customers. Moreover, it is the
                intent of the parties that each will take all necessary and
                reasonable steps to foreclose claims for damage by any
                participant in a payload processing and Launch Activity, under
                the same conditions and to the same extent as set forth in
                Section 8a above, except for claims between INTOSPACE and its
                contractors or subcontractors and claims between SHI and its
                contractors and subcontractors.

         c.     Broad Construction of Inter-Party Waiver.

                The parties intend that the inter-party waiver of liability set
                forth above be broadly construed to achieve be intended
                objectives.

         d.     Definitions of "payload processing activity" and "STS 
                Operations".

                "Payload processing activity" means all activity conducted at
                the SPPF or a NASA facility associated with the preparation of
                the payload(s) (including but not limited to the Exhibit A
                experiments) for launch and SHI and/or NASA storage of all or a
                portion of the payload(s), and the handling and transportation
                of all or a portion of the payload(s) outside the confines of
                SHI's facility by SHI, NASA, or their contractors or
                subcontractors:

                "STS Operations" means:

                A.       All Space Shuttle System Activity

                B.       All payload operations

                C.       Use of all tangible personal property (including ground
                         support, test, training and simulation equipment
                         related to A & B above).

                D.       Research, design, development, test, manufacture,
                         assembly, integration, transportation, or use of
                         materials related to the above items, A, B & C.

                E.       Performance of any activities related to A through D.

         e.     The protection of cross waiver of liability for STS Operations
                herein agreed to shall cover a period of time during which STS
                Operations are being performed as follows:

                Beginning with the signature of an Agreement or Arrangement with
                NASA for Space Transportation System services and (i) when any
                employee, payload or property arrives at a United States
                Government Installation, or (ii) during transportation of such
                to the installation by a United States Government Conveyance, or
                (iii) at ingress of such into an 


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                Orbiter, for the purpose of fulfilling such Agreement or
                Arrangement, or (iv) the commencement of extravehicular
                activities by the Shuttle Crew for the purpose of retrieval of
                the payload, whichever occurs first and Ending with regard to
                any employee, payload or property, when such employee, payload
                or property departs (i) a U.S. Government Installation, or (ii)
                the Orbiter if it lands at other than such Installation, or
                (iii) a U.S. Government conveyance which transports the employee
                and/or payload and related property from such Installation or
                Orbiter.

         f.     Risk of Patent Infringement

                (i)      SHI agrees to indemnify MITSUBISHI, its officers,
                         employees and agents against any United States Patent
                         infringement costs (including, but not limited to, any
                         judgment against MITSUBISHI by a court of competent
                         jurisdiction, reasonable administrative and litigation
                         costs, and settlement payments made as a result of an
                         administrative claim) incurred by MITSUBISHI which are
                         attributable to products, processes or articles of
                         manufacture used in the facilities and Services to be
                         furnished to MITSUBISHI by SHI hereunder.

                (ii)     MITSUBISHI agrees to indemnify SHI and NASA, their
                         officers, employees and agents against any United
                         States Patent infringement costs (including, but not
                         limited to, judgment against SHI by a court of
                         competent jurisdiction, reasonable administrative and
                         litigation costs, and settlement payments made as a
                         result of an administration claim) incurred by SHI
                         and/or NASA which are attributable to products,
                         processes or articles of manufacture used in Exhibit A
                         experiments and any supporting equipment and facilities
                         brought to the SHI SPPF by MITSUBISHI or MITSUBISHI's
                         contractors or subcontractors and any activity
                         performed at SHI or NASA facilities by MITSUBISHI or
                         MITSUBISHI's contractors or subcontractors and any
                         activity performed at SHI or NASA facilities by
                         MITSUBISHI or MITSUBISHI's contractors or
                         subcontractors.

         g.     Limitation of SHI and MITSUBISHI Liability

                Notwithstanding any other provisions herein, to the extent that
                a risk of damage is not dealt with expressly in this Agreement,
                SHI's and MITSUBISHI's liability under this Agreement, whether
                or not arising as a result of an alleged breach of this
                Agreement, shall be limited to direct damages only and shall not
                include any loss of revenue, profits or other indirect or
                consequential damages.

10.      ASSISTANCE WITH THIRD PARTY CLAIMS

         In the event a third party claim is asserted against SHI or MITSUBISHI
         as a result of patent infringement, use of proprietary data, or damage,
         including claims of their respective contractors or subcontractors,
         arising from or in connection with the Services provided by SHI under
         this Agreement, SHI and MITSUBISHI each agree to give prompt notice to
         the other of any such claim and agree to provide each other with any
         assistance practicable in the defense against such claim. If a claim
         asserted against one party is a claim under this Agreement, the party
         who has agreed to indemnify shall have the right to intervene and
         defend, the right to control litigation of, and the right to determine
         the appropriateness of any settlement related to such claim.

11.      WARRANTIES


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         SHI makes no warranties of any kind, express or implied, including any
         implied warranty of merchantibility or fitness for a particular
         purpose.

12.      PUBLICITY RELATING TO AGREEMENT

         In cases where one Party intends to use results obtained from this
         Agreement or advertise his role in this Agreement, it shall first
         request the other Party for its prior written approval, which shall not
         be unreasonably withheld.

13.      APPLICABLE LAW

         The Agreement shall be governed by the law of the State of Virginia.

14.      ARBITRATION/DISPUTES

         Disputes arising out of the interpretation or execution of this
         Agreement which cannot be resolved by negotiation shall, at the request
         of either Party, (after giving 30 days notice to the other Party) be
         submitted to arbitration. The arbitration tribunal shall sit in
         Hannover, Germany. Disputes shall be finally settled in accordance with
         the Rules of Conciliation and Arbitration of the International Chamber
         of Commerce by one or more arbitrators designated in conformity with
         those Rules. The decision to submit a dispute shall not excuse either
         party from the timely performance of its obligations hereunder which
         are not the subject matter of the dispute. Further, if the lack of
         resolution of the matter in dispute will adversely impact the timely
         completion of preparation for launch activities, MITSUBISHI and SHI
         will perform the matter in dispute in the manner determined by SHI,
         within the framework of this Agreement and without prejudice to the
         final resolution of the matter in dispute.

15.      TERMINATION OF SERVICES

         Both parties have the right to terminate this Agreement pursuant to the
         following conditions only:

         a.      SHI may terminate this Agreement:

                (i)     In the event NHK delivers any payload described in the
                        SOW so late beyond the mutually agreed upon delivery
                        date that SHI, in its sole reasonable judgment, is
                        unable to process such payload in time to meet the
                        launch schedule, SHI will terminate this Agreement and
                        shall retain all payments made by MITSUBISHI to the date
                        of termination, and MITSUBISHI is further liable for all
                        costs incurred by SHI as a result of such NHK failure,
                        or

                (ii)    in the event of a material breach by MITSUBISHI which
                        MITSUBISHI fails to cure within a reasonable time after
                        written notice received from SHI (or immediately upon a
                        non-curable breach), in which case SHI shall retain all
                        payments made to the date of the termination, and
                        MITSUBISHI is further liable for all costs incurred by
                        SHI resulting from MITSUBISHI's breach of the Agreement
                        or,

                (iii)   as a result of any actions or inactions by NASA which
                        prevent the manifesting of the Exhibit A experiments on
                        STS-95, in which case SHI shall be entitled to all
                        applicable payments hereunder received, plus the
                        Integration and Optional Services (if any) actual costs
                        incurred up to the time of termination, as well 


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                        as all termination charges which may be imposed by
                        third parties (such as NASA or SHI subcontractors).

         b.     MITSUBISHI may terminate this Agreement:

                (i)     without cause at any time before installation of the
                        Exhibit A experiments into the SHI module upon
                        sufficient written notification to SHI of such intent,
                        in which case MITSUBISHI shall be liable for and SHI
                        shall retain all applicable payments hereunder received,
                        plus the Integration and Optional Services (if any)
                        actual costs incurred up to the time of termination, as
                        well as all termination charges which may be imposed by
                        third parties (such as NASA or SHI subcontractors), or,

                (ii)    in the event of material breach by SHI which SHI fails
                        to cure in a reasonable time after written notice of
                        such material breach is received from MITSUBISHI, in
                        which case MITSUBISHI will be relieved from making any
                        further payments to SHI subsequent to the material
                        breach hereof.

         c.     Termination In Special Cases: MITSUBISHI may at any time
                terminate this Agreement by giving written notice with immediate
                effect in any of the following events:

                (i)     if SHI becomes insolvent or if its financial position is
                        such that within the framework of its national law,
                        legal action leading towards bankruptcy may be taken
                        against it by its creditors;

                (ii)    if SHI resorts to fraudulent practices in connection
                        with the contract, especially by deceit concerning the
                        nature, quality or quantity of the supplies, and the
                        methods or processes of manufacture employed or by the
                        giving or offering of gifts or remuneration for the
                        purpose of bribery to any person in the employ of an NHK
                        Member State or of NHK or acting on its behalf,
                        irrespective of whether such bribes or remuneration are
                        made on the initiative of SHI or otherwise.

16.      ASSIGNMENTS

         No party shall assign to another person or entity any part of its
         rights under this Agreement, including but not limited to rights for
         services related to scheduled launches, unless otherwise expressly
         agreed to by the other party in writing, or as may be required pursuant
         to law.

17.      NOTICES

         All notices, requests, demands, and other communication hereunder shall
         be in writing and shall be either (1) personally delivered, (2) sent by
         mail or reputable overnight delivery service, or (3) transmitted by
         facsimile machine as follows:

         To SHI:                    Nelda Wilbanks
                                    Contracts Administrator
                                    SPACEHAB, Inc.
                                    1595 Spring Hill Road, Suite 360
                                    Vienna, VA  22182

         To MITSUBISHI:             Kazushi Ochi
                                    Mitsubishi Corporation


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                                    2-6-3 Marunouchi, Chiyoda-ku
                                    Tokyo, Japan  100-86

         The effective date of each notice, demand, request or other
         communication shall be deemed to be: (1) the date of receipt if
         delivered personally or by mail or overnight delivery service, or (2)
         the date of transmission if by facsimile. Either party may change its
         address or designee for purposes hereof by informing the other party in
         writing of such action and the effective date of such change.

18.      FORCE MAJEURE

         Neither party shall be liable for delays or breaches hereof resulting
         from events or acts beyond the control of such party, including but not
         limited to acts of God, strikes, lockouts, riots, acts of war,
         epidemics, governmental regulations, and natural disasters. Upon the
         occurrence of such event, the party whose performance is affected shall
         use reasonable efforts to notify the other party of the nature and
         extent of any such condition and negotiate its affects.


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19.      COMPLETE AGREEMENT

         This Agreement constitutes the complete agreement and understanding
         with respect to the subject matter hereof between the parties.

         Mitsubishi Corporation                SPACEHAB, Inc.


         BY:                                   By:                              
                -------------------------                -----------------------

         Name:  Kazushi Ochi                      Name:  Nelda Wilbanks
                -------------------------                -----------------------
                General Manager
         Title: Space Systems Unit                Title: Contracts Administrator
                -------------------------                -----------------------


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                                    EXHIBIT A
                                 EXPERIMENT LIST


1.       NHK CAMERA (HAND-HELD) AND ALL ASSOCIATED SUPPORT HARDWARE, INCLUDING,
         BUT NOT LIMITED TO, LENSES, CABLES AND MICROPHONE.


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                                    EXHIBIT C
                     SHI-MITSUBISHI (NHK) STATEMENT OF WORK:

I.       GENERAL DESCRIPTION OF SHI INTEGRATION AND FLIGHT SERVICES

         SHI will provide and maintain a pressurized module ("SPACEHAB") that
         fits in the cargo bay of the National Aeronautics and Space
         Administration's ("NASA") Space Shuttle Orbiter ("Shuttle") to act as
         the carrier and interface between the Shuttle and the NHK-provided
         camera hardware. The camera will be analytically, physically and
         operationally integrated with other user payloads into the SPACEHAB.
         Standard SHI services will include launch into orbit, in-orbit
         operation by a trained flight crew, return to the launch site and to
         the SPACEHAB Payload Processing Facility (SPPF), deintegration, and
         return of camera hardware to NHK. No optional service requirements such
         as experiment hardware late access and early retrieval will be provided
         by SPACEHAB.

II.      RESPONSIBILITIES OF SPACEHAB, INC. (SHI)

         PROVISION OF STANDARD SERVICES

         In support of the flight of the NHK-provided camera aboard the SPACEHAB
         module on STS 95, SHI shall perform the following "standard" services.

         1.   SHI will negotiate and execute all agreements with NASA, which are
              required to manifest the camera aboard SPACEHAB on STS 95.

         2.   SHI will provide a primary point of contact (Payload Coordinator)
              to assist NHK in the provision of the required information and
              hardware to support STS-95 mission integration milestones and to
              facilitate all aspects of the mission integration process with
              NHK.

         3.   In cooperation with NHK, SHI will develop an Interface Control
              Document which defines all required technical and operational
              interfaces between the NHK camera and the SPACEHAB module.

         4.   SHI will integrate the NHK camera into the STS-95 mission
              operations timeline to accomplish all required video recording
              objectives. The camera will hand-held only, with all images
              recorded onboard for post-flight utilization (i.e., no real-time
              TV downlink will be baselined or provided). Note: SPACEHAB will
              continue to assess the technical feasibility of connecting the NHK
              TV camera to our video downlink system so that we may identify any
              issues should the flight crew desire to use the camera for
              real-time video at a later time. This will be a secondary
              objective only.

         5.   SHI will develop and publish flight procedures which enable the
              flight crew to perform all required mission objectives. The NHK
              camera will be flown as a "shared camcorder" and, consequently,
              may be used by the flight crew to document other experiment
              requirements (NASA and commercial) as required to support
              integrated mission objectives. Best efforts will be made by
              SPACEHAB to satisfy unique NHK video requirements which will be
              fully documented in the ICD.


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         6.   SHI will physically prepare the NHK camera hardware for flight at
              the SPACEHAB Payload Processing facility and stow all camera
              hardware in a suitable containment compartment onboard the
              SPACEHAB module.

         7.   SHI will provide the required flight operations support to the NHK
              camera in-flight operations and work any issues with respect to
              flight crew schedule or hardware performance for the duration of
              the mission.

         8.   SHI will provide for the post-flight return of the NHK camera and
              all related hardware to NHK as soon as possible following the
              Shuttle landing.

         9.   SHI will designate a contract development and implementation
              manager who will be responsible for coordinating with a
              Mitsubishic counterpart all financial, scheduling, implementation
              progress reporting and policy matters related to this contract.

III.     RESPONSIBILITIES OF MITSUBISHI

         Mitsubishi will serve as NHK's administrative agent for establishing a
         contract relationship with SHI. Therefore, it is Mitsubishi's
         responsibility to establish and maintain this contract directly with
         SHI, on NHK's behalf, in order for NHK to obtain from SHI the necessary
         lease and integration services required for the successful flight of
         the camera in the SPACEHAB module. Acting in this capacity, Mitsubishi
         will:

         A. Facilitate NHK's completion of the following critical preparatory
         functions in support of the flight of the Experiments:

         1. Timely delivery of the NHK-provided camera hardware and materials to
         the SPPF for preflight processing.

         2. NHK support to meetings, teleconferences, flight crew training
         sessions, integrated mission simulations and real-time missions
         operations

         3. Designation of NHK technical points of contact that will be
         responsible for coordinating with the SHI Payload Coordinator all
         technical activities to be performed under this Agreement

         B. Designation of an Mitsubishi Contract Development and Implementation
         Manager (CDIM) who will be responsible for coordinating with the SHI
         CDIM all financial, scheduling, implementation progress reporting and
         policy matters related to this contract.

         C. Establishment and maintenance of the required contract(s) with NHK
         to facilitate NHK sponsorship of the flight of the camera on STS 95.

         D. Establishment and maintenance of the required contract with SHI to
         obtain SHI lease and integration services necessary for the flight of
         the Experiments in SPACEHAB on STS 95.


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         E. Receipt of established contract milestone payments from NHK and
         provision of established contract milestone payments to SHI for
         performance of these required services.


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