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                                                                   Exhibit 10.81

                             GEMINI OFFICE BUILDING

                                 LEASE AGREEMENT

          THIS LEASE is made and entered into this 14th day of January 1998, by
and between PUGET OF TEXAS, INC., a Texas corporation (the "Landlord"), and
SPACEHAB, a Texas corporation (the "Tenant").

                               W I T N E S S E T H

                                    ARTICLE 1

          1.01 PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, for the rent and subject to the provisions of this Lease,
the space (the "Premises") reflected on the floor plan(s) attached hereto as
Exhibit "A", which shall be designated as Suite 300, located on floor three of
the building known as the Gemini Office Building (the "Buildings), located at
1331 Gemini Street, Clear Lake City, Harris County, Texas (such Building, any
parking areas and garages, the land on which such improvements are located, and
any present or future associated underground or elevated pedestrian tunnels or
walkways being hereinafter collectively referred to as the "Project"). The legal
description of the land on which the Building is situated is attached hereto
marked as Exhibit "D" and incorporated herein by this reference.

          Landlord and Tenant hereby agree that the Premises contains 14,642.66
square feet of net rentable area. Landlord and Tenant hereby stipulate to the
foregoing definition of the rentable area whether the same shall be more or less
as a result of minor variations resulting from the actual construction and
completion of the Premises for occupancy. The rentable area includes the floor
area in the Building available for the exclusive use of Tenant, and a
proportional allocation of the floor area of the Building and other Building
areas available for the non-exclusive use of Tenant together with other tenants
in the Building including, without limitation, entrance lobbies, fire-rated exit
corridors, elevator lobbies and mechanical rooms.

                                    ARTICLE 2

          2.01 TERM. Subject to the other provisions hereof, this Lease shall be
for a term of five 15) years commencing on March 1, 1998 (the "Commencement
Date") and expiring on February 28, 2003 (the "Expiration Date"). Such term, as
it may be modified, is herein called the "Term".

          2.02 COMMENCEMENT. Subject to Article 2.03 hereof, if on the
Commencement Date any of the work described in Exhibit "B" attached hereto and
made a part hereof for all purposes, that is required to be performed by
Landlord at Landlord's expense has not been substantially completed, or if
Landlord is unable to tender possession of the Premises to Tenant on such
specified date due to any other reason beyond the reasonable control of
Landlord, then the Commencement Date shall be postponed until such work is
substantially completed and Landlord has tendered possession of the Premises,
and the Experation Date shall be extended so that the Term shall continue for
the full number of years set forth in Article 2.01, and Landlord shall not be
liable for any claims or damages in connection with such failure to complete
construction or tender possession on the Commencement Date.

          2.03 LATE POSSESSION. No delay in the completion of the Premises
resulting from delay or failure on the part of Tenant or Tenant's agents,
employees or contractors in furnishing information, work or other matters
required in Exhibit "B" shall delay the Commencement Date or Expiration Date.

          2.04 EARLY POSSESSION. If prior to the Commencement Date, Tenant shall
enter into possession of all or any part of the Premises, such 
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possession shall be subject to all the provisions of this Lease, and the Term
and the payment of all rent shall commence, with respect to all or such part of
the Premises as are so occupied by Tenant, on the date of such entry, and that
total amount of all Rent due hereunder shall be increased accordingly, provided
that no such early entry shall operate to change the Expiration Date provided
herein.

                                    ARTICLE 3

          3.01 BASE RENT. Tenant, in consideration for this Lease, agrees to pay
to Landlord a base rental ("Base Rent") for the first three (3) years of Twelve
and 38/100 Dollars ($12.38) per year and years four (4) and five (5) at Thirteen
and 637100 Dollars ($13.63) per year for each of the square feet of rentable
area agreed by Landlord and Tenant to be within the Premises, in equal monthly
installments for years one (l) through three (3) at Fifteen Thousand One Hundred
Six and 34/100 Dollars($15,106.34) and years four (4) and five (5) at Sixteen
Thousand Six Hundred Thirty-One and 62/100 Dollars ($16,631.62) payable at
Landlord's address herein provided in legal tender of the United States of
America, without notice, demand, set-off or abatement, in advance on the first
day of each calendar month throughout the Term, except that the first such
monthly installment is due upon the date of execution of this Lease by Tenant.

All rental payments shall be made in full. Payment or receipt of a rental
payment of less than the amount stated in the Lease shall be deemed to be
nothing more than partial payment. Under no circumstances shall owner's
acceptance constitute accord and satisfaction. Nor will owner's acceptance of a
partial payment forfeit owner's right to collect the balance on the account,
despite any endorsement, stipulation, or other statement on any check.

          3.02 RENTAL ADJUSTMENT. "Tenant's Pro Rata Share" of all Operating
Expenses (hereinafter defined) for purposes of rental adjustment shall be equal
to the ratio that the square feet of rentable area of the Premises bears to the
total net rentable area of the Building, which is agreed to be 62,044 square
feet. In accordance with the foregoing, it is agreed that Tenant's Pro Rata
Share of all Operating Expenses is Twenty-Three and 60/100 percent (23.60%). On
or before the Commencement Date and thereafter on or before the first day of
each calendar year of the Term Landlord shall provide to Tenant the Estimated
Operating Expense Increase (defined in Article 3.03) for the upcoming year.
shall receive a credit equivalent to such excess which shall be deducted by
Landlord from the next monthly installment(s) of Tenant's Pro Rata Share of the
Estimated Operating Increase, unless this Lease shall be terminated before such
installments become due in which case Landlord shall refund such difference to
Tenant. Otherwise, within thirty (30) days after Landlord furnishes such
statement to Tenant, Tenant shall make a lump sum payment to Landlord equal to
Tenant's Pro Rata Share of the positive difference between the Actual Operating
Expense Increase and the Estimated Operating Expense Increase theretofore paid
by Tenant, such obligation to survive the termination of this Lease and/or the
expiration of the Term. As used in this Lease the term "Rent" shall refer
collectively to the Base Rent and all rental adjustments. If the Term commences
on a day other than the first day of the month or calendar year, or terminates
on a day other than the last day of a month or calendar year, then Tenant shall
be required to pay only a pro rata portion of the installments and adjustments
of Rent due for such month or year.

          3.03 OPERATING EXPENSES. "Operating Expenses" shall mean and include
all amounts, expenses, and costs of whatsoever nature incurred directly related
to the ownership, management, operation repair and maintenance of the Project,
all additional operating facilities which may be added to the Project, and
Landlord's personal property which may be utilized in connection therewith; with
said Operating Expenses including, but not being limited to, the following:
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(a)       wages and salaries of all employees directly engaged in the operation,
          maintenance or security of the Project, including taxes, insurance and
          benefits relating thereto;

(b)       all supplies and materials used in the operation and maintenance of
          the Project;

(c)       cost of all utilities for the Project including the cost of water and
          power for heating, lighting, air-conditioning and ventilating
          (excluding those costs billed to specific tenants);

(d)       cost of all maintenance and service agreements for the Project and the
          equipment therein, including security service, window cleaning,
          elevator maintenance and janitorial service;

(e)       cost of all insurance relating to the Project, including, but not
          limited to, the cost of casualty, rental loss and liability insurance
          applicable to the Property and Landlord's personal property used in
          connection therewith;

(f)       all taxes, assessments and governmental charges, whether federal,
          state, county or municipal and whether they are assessed by taxing
          districts or authorities presently taxing the Project or by other
          subsequently created or otherwise, and any other taxes and assessments
          attributable to the Project or their operation, excluding however,
          federal and state taxes on income, death taxes, excess profit taxes,
          franchise taxes, or any taxes imposed or measured on or by income of
          Landlord from the operation of the Project. It is agreed that Tenant
          will be responsible for the payment of all ad valorem taxes on its
          personal property and on the value of the leasehold improvements in
          the leased premises to shall receive a credit equivalent to such
          excess which shall be deducted by Landlord from the next monthly
          installment(s) of Tenant's Pro Rata Share of the Estimated Operating
          Increase, unless this Lease shall be terminated before such
          installments become due in which case Landlord shall refund such
          difference to Tenant. Otherwise, within thirty (30) days after
          Landlord furnishes such statement to Tenant, Tenant shall make a lump
          sum payment to Landlord equal to Tenant's Pro Rata Share of the
          positive difference between the Actual Operating Expense Increase and
          the Estimated Operating Expense Increase theretofore paid by Tenant,
          such obligation to survive the termination of this Lease and/or the
          expiration of the Term. As used in this Lease the term "Rent" shall
          refer collectively to the Base Rent and all rental adjustments. If the
          Term commences on a day other than the first day of the month or
          calendar year, or terminates on a day other than the last day of a
          month or calendar year, then Tenant shall be required to pay only a
          pro rata portion of the installments and adjustments of Rent due for
          such month or year.

          3.03 OPERATING EXPENSES. "Operating EXPENSES" shall mean and include
all amounts, expenses, and costs of whatsoever nature incurred directly related
the ownership, management, operation repair and maintenance of the Project, all
additional operating facilities which may be added to the Project, and
Landlord's personal property which may be utilized in connection therewith; with
said Operating Expenses including, but not being limited to, the following:

(a)       wages and salaries of all employees directly engaged in the operation,
          maintenance or security of the Project, including taxes, insurance and
          benefits relating thereto;

(b)       all supplies and materials used in the operation and maintenance of
          the Project;
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(c)       cost of all utilities for the Project including the cost of water and
          power for heating, lighting, air-conditioning and ventilating
          (excluding those costs billed to specific tenants);

(d)       cost of all maintenance and service agreements for the Project and the
          equipment therein, including security service, window cleaning,
          elevator maintenance and janitorial service;

(e)       cost of all insurance relating to the Project, including, but not
          limited to, the cost of casualty, rental loss and liability insurance
          applicable to the Property and Landlord's personal property used in
          connection therewith;

(f)       all taxes, assessments and governmental charges, whether federal,
          state, county or municipal and whether they are assessed by taxing
          districts or authorities presently taxing the Project or by other
          subsequently created or otherwise, and any other taxes and assessments
          attributable to the Project or their operation, excluding however,
          federal and state taxes on income, death taxes, excess profit taxes,
          franchise taxes, or any taxes imposed or measured on or by income of
          Landlord from the operation of the Project or imposed in connection
          with any change of ownership of the Project. It is agreed that Tenant
          will be responsible for the payment of all ad velorem taxes on its
          personal property and on the value of the leasehold improvements in
          the leased premises to the extent that the same exceed building
          standard allowances and to such extent, said ad valorem taxes on
          Tenant's personal property and leasehold improvements in excess of the
          building standard improvements will not be considered herein;

(g)       cost of repairs and general maintenance (excluding repairs and general
          maintenance paid by proceeds of insurance or by Tenant or third
          parties, and alterations attributable solely to Tenants of the Project
          other than Tenant);

(h)       a reasonable amortization charge on account of any capital expenditure
          incurred to effect a reduction in the operating expenses of the
          Project, or which relates to a capital item installed pursuant to
          governmental law, rule or order;

(i)       allocation of Landlord's central office costs incurred in managing the
          Project, which allocation shall not exceed five percent (5%) of the
          gross rentals of the Building; and

(j)       cost, fees, and expenses charged to Landlord in connection with any
          contract for the management of the Project.

          Operating Expenses shall not include capital improvements (except as
indicated above), depreciation, interest and principle payments on mortgage and
other non-operating debts of Landlord, and specific costs for special items or
services billed to and paid by specific tenants.

          Operating Expenses shall be determined on an accrual basis in
accordance with generally accepted accounting principles consistently applied.
The Base Operating Expense for the Project shall equal the actual Operating
Expenses for the Project for the calendar year 1998. The "Estimated Operating
Expense Increase" shall equal the positive difference between the Landlord's
estimate of Operating Expenses for the applicable calendar year less the Base
Operating Expense. Landlord's statement of the Estimated Operating Expense
Increase shall control for the year specified in such statement and for each
succeeding year during the Term until Landlord provides a new statement of the
Estimated Operating Expense Increase. The "Actual Operating Expense Increase"
shall equal the positive difference of the actual Operating Expenses for the
applicable calendar year less the Base Operating Expense. Notwithstanding any
provision contained herein to the contrary, if less than ninety-five percent
(95%) of the total rental area in the Building is occupied by tenant(s) or
Landlord is not supplying services to 95% of 
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the total rentable area of the Building at any time during any calendar year,
Operating Expenses for such calendar year, including the Base Operating Expense
year, shall be determined to be an amount equal to the like expense which would
normally be expected to be incurred had such occupancy been 95% of the
Building's total rentable area and had Landlord been supplying services to 95%
of the Building's total rentable area throughout such calendar year.

          3.04 AUDIT OF BOOKS AND RECORDS BY TENANT. Tenant, at its expense,
shall have the right once each calendar year during the Term, at a reasonable
time, to audit Landlord's books and records relating to the Operation Expenses
for the previous calendar year if additional rental payments became due during
such previous calendar year pursuant to one provisions of Article 3.02 hereof;
provided, however, if the statement of Actual Operating Expense Increase for the
previous calendar year is overstated by more than five percent (5%) of the total
amount of actual Operating Expenses for such calendar year reflected by the
books and records, Landlord shall pay for the reasonable costs of such audit.

          3.05 SECURITY DEPOSIT.

                                    ARTICLE 4

          4.01 USE. Tenant shall use and occupy the Premises only for office
purposes and Computer lab, and for no other purposes. Tenant shall not do or
permit anything to be done in or about the Premises nor bring or keep anything
therein which will in any way increase the existing rate of or affect any fire
or other insurance upon the Project or any of its contents, or cause the
cancellation of any commercially reasonable insurance policy covering the
Project or any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Project or injure them. Tenant shall not permit any nuisance in, on or about the
Premises. Tenant shall not commit or suffer to be committed any waste in or upon
the Premises. Tenant shall not use the Premises or permit anything to be done in
or about the Premises which will in any way conflict with any private
restrictive covenant, law, statute, ordinance or any rule or regulation of
Landlord or any governmental or quasi-governmental authority now in force or
which may hereafter be enacted or promulgated.

                                    ARTICLE 5

          5.01 LANDLORD'S SERVICES. Provided Tenant is not in default hereunder,
Landlord shall, at Landlord's expense, except as provided to the contrary in
this Lease, furnish to Tenant the following services:

(a)       air-conditioning and central heat, shall be supplied in sufficient
          quantities for the Premises and all public areas by Landlord at
          Landlord's expense during Building hours, in order to maintain a
          temperature in the Premises, in the range of 65(Degree) to 75(Degree)
          Fahrenheit, drybulb, and a maximum relative humidity of 60% in season,
          Normal Building hours, are presently scheduled to be 7:30 a.m. through
          5:30 p.m. on weekdays and 7:30 a.m. through 1:00 p.m. on Saturdays,
          exclusive of normal business holidays. Normal business holidays for
          purposes of this Lease, shall be New Year's Day, Good Friday, Memorial
          Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day;

(b)       janitorial services in the Premises and public portions of the
          Building, in accordance with Exhibit "_" at no extra charge, for all
          days except Saturdays, Sundays, and normal business holidays;

(c)       water at those points of supply provided for drinking, toilet, and
          lavatory purposes;

(d)       normal and customary routine maintenance of all public, structural,
          and exterior portions of the Project according to Landlord's
          standards;
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(e)       electric lighting service for all public portions of the Project;

(f)       automatic passenger elevator service at all times for access to and
          egress from the Premises. Freight elevator service, in common with
          other tenants, shall be provided during reasonable business hours as
          prescribed by Landlord, exclusive of Saturdays, Sundays, and normal
          business holidays;

(g)       electric energy that Tenant shall require for normal office equipment
          such as typewriters, desktop personal computers, usual office
          duplicating equipment, dictation machines, calculators, other machines
          of similar low electrical consumption, and building standard lighting
          in the premises. Without Landlord's prior written consent, Tenant
          shall not be entitled to employ lighting on the Premises which
          consumes electrical current in excess of building standard nor utilize
          any office equipment that consumes more than 0.5 kilowatts per hour at
          rated capacity or requires a voltage other than 120 volts single
          phase; and

(h)       replacement of fluorescent light bulbs in any fluorescent light
          fixtures which are located in the Premises and which contain the
          building standard light fixture.

          5.02 ADDITIONAL SERVICE COST. Tenant shall pay Landlord, upon demand,
such additional amounts as are necessary to recover additional costs incurred by
Landlord in performing or providing janitorial, maintenance, security, or other
services or requirements of Tenant (and in paying additional taxes) as to any
non-building standard installations in the Premises. Tenant shall pay Landlord,
upon demand, reasonable costs incurred by Landlord for providing off-hour and
non-standard air-conditioning, heating and electricity; provided, however, that
Tenant's excessive use or consumption of heating, air-conditioning and/or
electrical services in violation of Article 5.01 above, without Landlord's
consent, shall constitute a default under this Lease.

          5.03 SERVICE INTERRUPTION. Landlord shall not be liable for any
damages, losses. Expenses, and costs directly or indirectly resulting from, nor
shall any Rent be abated by reason of the installation, use or interruption of
use of any equipment in connection with the furnishing of any of the foregoing
services, or failure to furnish, or delay in furnishing any such service when
such failure of delay is caused by accident or any other occurrence or condition
beyond the reasonable control of Landlord or by the making of necessary repairs
or improvements to the Premises or to the Building. The failure to furnish any
of such services shall not be construed as an eviction of Tenant or relieve
Tenant from the duty of observing and performing any of its obligations under
this Lease unless such failure substantially handicaps, impedes or impairs the
normal use of the Premises by Tenant for the purposes authorized in this Lease
and within a reasonable time after delivery to Landlord by Tenant a written
notice setting forth in reasonable detail a description of the services not so
furnished, Landlord fails to commence curing any such failure or thereafter
fails to continue the curing thereof with appropriate diligence and speed under
the circumstances until cured.

          The obligations of Landlord to provide services and utilities herein
provided for shall be subject to governmental regulation thereof (i.e.
rationing, temperature control, et cetera) and any such regulation which
requires Landlord to provide such services or utilities other than as herein
provided shall not constitute a default hereunder but rather compliance with
such regulations shall be deemed to be compliance with the obligations and
agreements of Landlord hereunder.

                                    ARTICLE 6

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          6.01 ALTERATIONS. Tenant shall make no alterations, installations,
additions or improvements in or to the Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld. All alterations,
installations, additions, or improvements, other than movable furniture and
trade fixtures, made by Tenant to the Premises shall remain upon and be
surrendered with the Premises and become the property of Landlord at the
expiration or termination of this Lease or the termination of Tenant's right to
possession of the Premises; provided, however, that Landlord may require Tenant,
at Tenant's cost, to remove any or all of such items that are not building
standard upon the expiration or termination of this Lease or the termination of
Tenant's right to possession of the Premises, provided Landlord notified Tenant
of such removal requirement at the time of Landlord's written consent torch
alteration or addition. Tenant, at its sole cost and prior to the expiration or
termination of this Lease, shall remove all of Tenant's property from the
Premises and make, or reimburse Landlord for the cost of all repairs to the
Premises and/or Project for damage resulting from such removal. All work shall
be completed promptly and in a good and workmanlike manner and shall be
performed in such a manner that no mechanic's, materialmen's or other similar
liens shall attach to Tenant's leasehold estate and in no event shall Tenant
permit, or be authorized to permit, any such liens or other claims to be
asserted against Landlord or Landlord's rights, estate and interests with
respect to the Project or this Lease. Landlord may require, at Tenant's sole
cost and expense, a lien and completion bond in an amount equal to the estimated
cost of any improvements, additions or alterations in the Premises.

          6.02 TENANT REPAIRS. By taking possession of the Premises, Tenant
shall be deemed to have accepted the Premises as being in good, sanitary order,
condition and repair. Tenant shall, at Tenant's sole cost and expense, keep the
Premises in good condition and repair, damage thereto from causes beyond the
reasonable control of Tenant and ordinary wear and tear excepted. Tenant shall,
upon the expiration or sooner termination of this Lease, surrender the Premises
to the Landlord in good condition, ordinary wear and tear damage from causes
beyond the reasonable control of Tenant excepted. Any injury or damage to the
Premises or Project, or the appurtenances or fixtures thereof, caused by or
resulting from the act, omission or neglect of Tenant or Tenant's employees,
servants, agents, invitees, assignees, or subtenants shall be repaired or
replaced by Tenant, or at Landlord's option by Landlord, at the expense of
Tenant. If Tenant fails to maintain the Premises or fails to repair or replace
any damage to the Premises or Project resulting from the negligence or
intentional act of Tenant, its employees, servants, agents, invitees, assignees
or subtenants, Landlord may, but shall not be obligated to, cause such
maintenance, repair or replacement to be done, as Landlord deems necessary, and
Tenant shall immediately pay to Landlord all costs related thereto plus a charge
for overhead of ten percent (10~) of such costs.

          6.03 LANDLORD REPAIRS. Landlord shall repair and maintain the
structural portions of the Project, including the basic plumbing,
air-conditioning, heating, elevator, and electrical systems installed or
furnished by Landlord, and all areas of the Project available for the common,
non-exclusive use of all tenants in the Project, unless such maintenance and
repairs are caused in part or in whole by the act, neglect, or omission of any
duty by the Tenant, its agents, servants, employees or invitees, or unless such
maintenance or repairs are otherwise herein provided to be made by Tenant.
Landlord shall not be liable for any failure to make such repairs or to perform
any maintenance unless such failure shall persist for thirty (30) days after
written notice of the need of such repairs or maintenance is given to Landlord
by Tenant. Landlord shall not be liable for any damages, compensations or claims
for loss of the use of the whole or any part of the Premises or Tenant's
personal 
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property, or any inconvenience, loss of business, or annoyance arising from any
such repair and/or maintenance performed by Landlord hereunder, except for
damage resulting from Landlord's gross negligence or willful misconduct.

                                    ARTICLE 7

          7.01 LANDLORD INSURANCE. Landlord shall insure the Project and shall
maintain fire and extended casualty liability and other insurance in such
amounts as Landlord, in its sole discretion, may deem appropriate. Such
insurance shall be an "Operating Expense" as defined in Article 3.03 above. Such
insurance shall be for the sole benefit of Landlord and, if required, Landlord's
mortgagee.

          7.02 TENANT INSURANCE. Tenant shall, at Tenant's expense, fully insure
its property located in the Premises, against fire and other casualty and shall
maintain comprehensive general public liability insurance with broad form
endorsement insuring Landlord and Tenant against any liability arising out of
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto, including contractual liability insurance (with respect to
Article 7.04 hereof), and with limits of liability of at least $1,000,000 with
respect to death of or injuries to one or more persons, and at least $1,000,000
with respect to loss of or damage to property.

A copy of the certificate of insurance, shall be delivered to Landlord.
Furthermore, in the event this Lease is hereafter modified or amended in any
manner which will cause all or any portion of the Premises not to be covered by
the comprehensive public liability insurance to include all portions of the
Premises.

          7.03 WAIVERS OF RECOVERY AND SUBROGATION. Landlord and Tenant hereby
waive any rights of recovery, claim, action or cause of action each may have
against the other on account of any loss or damage occasioned to Landlord or
Tenant arising from any risk covered by the fire and extended casualty insurance
covering the Project or the general public liability insurance with broad form
endorsement covering the Premises or any other property used or occupied by
Tenant pursuant to the terms of this Lease or otherwise and which is maintained
hereunder. Landlord and Tenant, on behalf of their insurance company or
companies insuring the Project and/or the Premises and any property located
thereon or any other property used or occupied by Tenant pursuant to the terms
of this Lease or otherwise, waive any right of recovery and/or subrogation that
they may have one against the other. Because this paragraph will preclude the
assignment of any claim mentioned in it by way of subrogation or otherwise to an
insurance company or any other person, each party to this Lease agrees
immediately to give to each insurance company which has issued to it policies of
insurance covering all risk of direct physical loss, written notice of the terms
of the mutual waivers contained in this paragraph, and to have the insurance
policies properly endorsed, if necessary, to prevent the invalidation of the
insurance coverage by reason of the mutual waivers contained in this paragraph.

          7.04 INDEMNITY. Tenant hereby indemnifies and holds harmless
Landlord's and Landlord hereby indemnifies and holds harmless Tenant's agents,
directors, officers, employees, invitees, successors, assigns, and contractors,
from all claims, losses, costs, damages, or expenses (including but not limited
to attorney's fees) resulting or arising from any and all injuries or death of
any person or damage to any property caused by an act, omission, or negligence
of Tenant, or any parties contracting with Tenant relating to the Premises.
Landlord shall not be liable for any damage of any kind or for any damage to
property, death or injury to persons from any cause whatsoever by reason of the
use and occupancy of the Premises by Tenant. Landlord shall not be liable to
Tenant and Tenant hereby waives all claims against Landlord or 
<PAGE>   9
Landlord's directors, officers, employees, or agents for any indirect damages or
loss of profits, business interruption, and for any damage to property, death or
injury to persons from any cause whatsoever including, but not limited to, acts
of other tenants, vandalism, loss of trade secrets or other confidential
information, any damage, loss or injury caused by defect in the Premises or the
Building, pipes, air-conditioning, heating, plumbing or by water leakage of any
kind from the roof, walls, windows, basement or other portion of the Premises or
the Building, or caused by electricity, gas, oil, fire or any cause whatsoever
in, on, or about the Premises, Building or Project or any part thereof, unless
caused by the willful misconduct or gross negligence of Landlord.

                                    ARTICLE 8

          8.01 CASUALTY. If the Premises or Project, or any portion of either,
shall be damaged by fire or other casualty covered by the insurance carried by
Landlord hereunder and the cost of repairing such damage shall not be greater
than eighty percent (80%) of the then full replacement cost thereof, then,
subject to the following provisions of this Article 8, Landlord shall proceed
with due diligence to repair the Premises and/or Project. If the Premises or
Project shall be damaged (a) by fire or other casualty not covered by insurance
carried by Landlord hereunder, or (b) to an extent greater than eighty percent
(80%) of the then full replacement cost thereof, then Landlord shall have the
option (i) to repair or reconstruct the same to substantially the same condition
as immediately prior to such fire or other casualty, or (ii) terminate this
Lease by so notifying Tenant within one louvered, twenty (10) thirty (30) days
after the date of such fire or others casualty, such termination to be effective
as of the date of such fire or other casualty. Failure to give notice of
Landlord's decision within such thirty (30): one hundred twenty (1~0) day
period, notwithstanding the foregoing, if such destruction results in the
premises being untenable in whole, or insubstantial part, for a period
reasonably estimated by the responsible contractor selected by Landlord to be
six (6) months or longer after the date of casualty or in the event of total or
substantial damage or destruction of the building from any cause of which the
period to restore is reasonably estimated by the aforesaid contractor to be six
(6) months or longer after the casualty (and irrespective whether or not the
Premises are damaged), then Tenant or Landlord may terminate this Lease within
thirty (30) days after the date of Landlord's notice described below and all
rentals owed up to the time of such destruction or termination must be paid by
Tenant (it being understood that Tenant must pay rentals on all tenable space
until termination of this Lease). Landlord will give Tenant written notice
thirty (30) days after any such damage or destruction. Any such termination,
either by Landlord or Tenant, will not relieve Tenant of its obligations and
liability (whether under this Section 8.01 or elsewhere in this Lease) which are
expressly provided to survive the expiration or earlier termination of this
Lease. If Landlord elects not to rebuild, then Landlord will be entitled to
retain all of the insurance proceeds of the fire, and casualty insurance
maintained by it and its interest in Tenant's insurance which Tenant is required
to maintain pursuant to Section 7.02 above. Notwithstanding anything contained
in this Section 8.01, Landlord will be obligated to restore or rebuild only the
damaged and/or affected portions of the Premises to the same condition,
excepting reasonable wear and tear installed by Landlord at the commencement of
the Lease pursuant to the approved Plans attached as Exhibit "-".

          8.02 END OF TERM CASUALTY. Notwithstanding anything to the contrary in
this Article 8, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises or the Project when the damage resulting
from any casualty covered under this Article 8 occurs during the last twelve
(12) months of the Term or any extension thereof.
<PAGE>   10
                                    ARTICLE 9

          9.01 TAKING. If all or any part of or interest in the Premises shall
be taken as a result of the exercise of the power of eminent domain, this Lease
shall terminate as to the part so taken as of the date of taking. If only a part
of or interest in the Premises or if a substantial portion of the Building is so
taken, either Landlord or Tenant shall have the right to terminate as to the
part so taken as of the date of taking. If only a part of or interest in the
Premises or if a substantial portion of the Building is taken, either Landlord
or Tenant shall have the right to terminate this Lease as to the balance of the
Premises by written notice to the other within thirty (30) days after the date
of taking, provided, however, that a condition to the exercise by Tenant of such
right to terminate shall be that the portion of the Premises or Building taken
shall be of such extent and nature as to materially handicap, impede or impair
Tenant's use of the Premises or the balance of the Premises remaining. In the
event of any taking, Landlord shall be entitled to any and all compensation,
damages, income, rent and awards with respect thereto except for an award, if
any, specified by the condemning authority for any property that Tenant has the
right to remove upon termination of this Lease. Tenant shall have no claim
against Landlord for the value of any unexpired Term. In the event of a partial
taking of the Premises which does not result in a termination of this Lease, the
Rent thereafter to be paid shall be equitably reduced.

                                   ARTICLE 10

          10.01 ENTRY. Landlord, its agents, employees and representatives,
shall have the right to enter the Premises at any time upon reasonable notice to
Tenant (which notice may be oral and not in compliance with Article 15.08
hereof, but no notice shall be required in the case of routine maintenance or an
emergency) for any purpose which Landlord may reasonably deem necessary for the
operation and maintenance of the Project, subject to the safety and security
regulations of Tenant and the Government of the United States of America. Tenant
hereby waives any claim for damages or for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's vaults,
safes and files, and Landlord shallhavethe right to use any and all means which
Landlord may deem proper to open said doors in an emergency, in order to obtain
entry to the Premises without liability to Tenant except for any failure to
exercise due care for Tenant's property.

                                   ARTICLE 11

          11.01 SUBORDINATION. The rights and interest of Tenant under this
Lease and in and to the Premises shall be subject and subordinate to all deeds
of trust, mortgages, and other security instruments and to all renewals,
modifications, consolidation, replacements, and extensions thereof (the
"Security Documents") heretofore or hereafter executed by Landlord and/or any
subsequent purchaser, grantee or assignee covering the Premises, and/or the
Project, or any parts thereof to the same extent as if the Security Documents
had been executed, delivered and recorded prior to the execution of this Lease.
After the delivery to Tenant of a notice from Landlord that it has entered into
one or more Security Documents, then during the term of such Security Documents,
Tenant shall deliver to the holder or holders of all Security Documents a copy
of all notices to Landlord and shall grant to such holder or holders the right
to cure all defaults, if any, of Landlord hereunder within the same time period
provided in this Lease for curing such defaults by Landlord and, except with the
prior written consent of the holder of the Security Documents, shall not (i)
amend this Lease, (ii) surrender or terminate this Lease except pursuant to a
right to terminate expressly set forth in this Lease, or (iii) pay any Rent more
than one (1) month in advance or pay any Rent or other amounts payable hereunder
other than in strict accordance with the terms hereof. The 
<PAGE>   11
provisions of this subsection shall be self-operative and shall not require
further agreement by Tenant; however, at the request of Landlord, Tenant shall
execute such further documents as may be required to evidence and set forth for
the benefit of the holder of any Security Documents the obligations of Tenant
hereunder including, but not limited to, the Tenant's obligation to subordinate
Tenant's interest in this Lease to any such Security Documents as may be desired
by Landlord and/or the mortgagee or trustee, provided however, that any such
instruments shall not effect Tenant's rights and privileges under this Lease, or
alter the business or legal terms of this Lease. At any time and from time to
time upon not less than ten (10) days prior notice by Landlord, Tenant shall
execute, acknowledge and deliver to the Landlord a statement of the Tenant in
writing certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect
as modified and stating the modifications, if any), and stating whether or not
to the best knowledge of Tenant the Landlord is in default in the keeping,
observance or performance of any covenant, agreements, term, provision or
condition contained in this Lease and, if so, specifying each default of which
Tenant may have knowledge, it being intended that any such statement may be
relied upon by any prospective purchaser, tenant, mortgagee or assignee of any
mortgage of the Building or land or of Landlord's interest therein.
Notwithstanding the above, with respect to any present of future mortgagee and
/or beneficiary of any Deed of Trust or other lien covering the property, or
Lessor underground lease (collectively "Landlord's Mortgagee") during the term
of this Lease or any extension thereof. Landlord will secure and deliver to
Tenant a non-disturbance agreement form executed by Landlord's Mortgagee for the
benefit of Tenant whereby Tenant will not be disturbed in its possession of he
lease Premises or its rights under the Lease modified or terminated so long as
an event of default by Tenant is not continuing under the terms of this lease.

          11.02 QUIET ENJOYMENT. Tenant, on paying the Rent and keeping and
performing the conditions and covenants herein contained, shall and may
peaceably and quietly enjoy the Premises for the Term, subject to the aforesaid
underlying leases and mortgages, all applicable laws and other governmental and
legal requirements, applicable insurance requirements and regulations, and the
provisions of this Lease.

                                   ARTICLE 12

          12.01 ASSIGNMENT AND SUBLETTING. Tenant shall not, voluntarily, by
operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber
this Lease or sublease the Premises or any part thereof, or suffer any person
other than Tenant, its employees, agents, servants and invitees to occupy or use
the Premises or any portion thereof, without the express prior written consent
of Landlord which consent shall not be unreasonably withheld or delayed. If
Tenant so requests Landlord's consent, Landlord may, (a) deny such request and
continue to enforce the terms and conditions of this Lease as to Tenant; (b)
grant such consent subject to Landlord's approval of the assignee, transferee,
subtenant, or mortgagee; or (c) elect to terminate this Lease with respect to
the Premises or any portion thereof to be affected by such assignment, sublease
or other event specified above. In no event may Tenant assign this Lease or
sublease the Premises or any portion thereof to any party whose operations in
the Project would not be in keeping with, or would detract from the operations
of other tenants in the Project. If Tenant is not a public company that is
registered on a national stock exchange or that is required to register its
stock with the Securities and Exchange Commission under Section 12(g) of the
Securities and Exchange Act of 1934, then any change in a majority of the voting
rights or other controlling rights or interests of Tenant shall be deemed an
assignment for the purposes hereof.
<PAGE>   12
          12.02 CONTINUED LIABILITY. Tenant shall, despite any permitted
assignment or sublease, remain directly and primarily liable for the performance
of all of the covenants, duties, and obligations of Tenant hereunder and
Landlord shall be permitted to enforce the provisions of this Lease against
Tenant or any assignee or sublessee without demand upon or proceeding in any way
against any other person.

          12.03 CONSENT. Consent by Landlord to a particular assignment or
sublease shall not be deemed a consent to any subsequent assignment or sublease.
If this Lease is assigned or if the Premises are subleased without the
permission of Landlord, then Landlord may nevertheless collect rent from the
assignee or sublessee and apply the net amount collected to the Rent payable
hereunder, but no such transaction or collection of rent or application thereof
by Landlord shall be deemed a waiver of any provision hereof, a release of
Tenant from the performance of the obligations of the Tenant hereunder or of any
remedy of Landlord under this Lease.

          12.04 PROCEEDS. All cash or other proceeds of any assignment, sale or
sublease of Tenant's interest in this Lease, whether consented to by Landlord or
not, shall be paid to Landlord notwithstanding the fact that such proceeds
exceed the Rent called for hereunder, and Tenant hereby assigns all rights it
might have or ever acquire in any such proceeds to Landlord, less Tenant's
upfront costs of such assignment or sublease.

          13.01 DEFAULT. Each of the following shall constitute a "Default" by
Tenant:

Each of the following shall constitute a

(a)       the failure of Tenant to pay the Rent or any part thereof when due;

(a)       Tenant shall become insolvent or unable to pay its debts as they
          become due, or Tenant notifies Landlord that it anticipates either
          condition;

(b)       the making by Tenant of a general assignment for the benefit of its
          creditors;

(d)       Tenant takes any action to, or notifies Landlord that Tenant intends
          to file a petition under any section or chapter of the United States
          Bankruptcy Code, as amended from time to time, or under any similar
          law or statute of the United States or any state thereof; or a
          petition shall be filed against Tenant under any such statute or
          Tenant notifies Landlord that it knows such a petition will be filed;
          or the appointment of a receiver or trustee to take possession of
          substantially all of Tenant's assets located at the Premises or of
          Tenant's interest in this Lease or the attachment, execution or other
          judicial seizure of substantially all of Tenant's assets located at
          the Premises or of Tenant's interest in this Lease;

(e)       the failure of Tenant to discharge or appeal any judgment for Landlord
          and against Tenant within sixty (60) days after such judgment becomes
          final;

(f)       Tenant shall fail to fulfill or perform, in whole or in part, any of
          its obligations under this Lease (other than the payment of Rent) and
          such failure or non-performance shall continue for a period of thirty
          (30) Ad days after written received notice thereof has been given by
          Landlord to Tenant;

(g)       Tenant shall vacate or abandon the Premises or any significant portion
          thereof unless Tenant continues to pay all of its rental obligations
          as defined herein; or
<PAGE>   13
(h)       Tenant shall fail to take possession of the Premises when Landlord
          notifies Tenant that the same are ready for occupancy.

          13.02 RIGHTS UPON DEFAULT. If a Default occurs, then at any time
thereafter prior to the curing thereof, with notice or demand and without
waiving any additional or remaining rights herein available to Landlord,
Landlord may exercise any and all rights and remedies available to Landlord
under this Lease, at law, or in equity, including, without limitation,
termination of this Lease and termination of Tenant's right to possession
without terminating the Lease. In the event of a Default, Landlord may, without
additional notice and without court proceedings, re-enter and repossess the
Premises and remove all persons and property therefrom and said Tenant hereby
agrees to surrender possession of the Premises and waives any claim arising by
reason thereof or by reason of issuance of any distress warrant or writ of
sequestration and agrees to hold Landlord harmless from any such claims.

          If Landlord elects to terminate this Lease, it may treat the Default
as an entire breach of this Lease and Tenant shall immediately become liable to
Landlord for damages equal to the total of: (i) the reasonable cost of
recovering, reletting (including, without limitation, the cost of lease
commission attributable to the unexpired portion of the Term of this Lease), and
remodeling the Premises per building standards; (ii) all unpaid Rent and other
amounts earned or due through such termination; plus, (iii) the total Rent and
other amounts to be paid by Tenant hereunder for the remainder of the full Term.
If Landlord elects to terminate Tenant's right to possession of the Premises
without terminating the Lease, Landlord shall make commercially reasonable
efforts to rent the Premises or any part thereof for the account of Tenant to
any person or persons for such rent and for such terms and conditions as
Landlord deems appropriate, and Tenant shall be liable to Landlord for the
amount, if any, by which the Rent for the unexpired balance of the Term exceeds
the net amount, if any, received by Landlord from such reletting, (such amount
received by Landlord being the gross amount so received by Landlord less the
reasonable costs of repossession, reletting, remodeling, and other expenses
incurred by Landlord). Such sum or sums shall be paid by Tenant in monthly
installments on the first day of each month of the Term. In no case shall
Landlord be liable for failure to relet the Premises or to collect the rent due
under such reletting, and in no event shall Tenant be entitled to any excess
rents received by Landlord. All rights and remedies of Landlord shall be
cumulative and not exclusive.

          13.03 COSTS. If Landlord elects to terminate Tenant's right to
possession without terminating the Lease, Landlord shall have the right at any
time thereafter to terminate this Lease, whereupon the foregoing provisions with
respect to termination will thereafter apply. If any Act of Default occurs or in
case of any holding over or possession by Tenant of the Premises after the
expiration or termination of this Lease, Tenant shall reimburse Landlord on
demand for all costs incurred by Landlord in connection therewith including, but
not limited to, reasonable attorney's fees, court costs, and related costs plus
interest thereon at the rate of ten percent (10%) per annum from the date such
costs are paid by Landlord.

          13.04 INTEREST. All late payments of Rent, costs or other amounts due
from Tenant under this Lease shall bear interest from the date due until paid at
the rate of ten percent (10%) per annum.

          13.05 NON-WAIVER. The failure of Landlord or Tenant to seek redress
for violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease shall not prevent a subsequent act or omission that
would have originally constituted a violation of this Lease from having all the
force and effect of an original violation. The receipt by Landlord of Rent with
or without knowledge of the breach of any provision of this Lease shall not be
deemed a waiver of such breach, shall not reinstate this Lease or Tenant's right
of possession if either or both have been terminated, and shall not otherwise
affect any notice, election, action, or suit by Landlord. No provision of this
Lease shall be deemed to have been waived 


<PAGE>   14
by Landlord unless such waiver shall be in writing signed by Landlord. No act or
thing done by Landlord during the Term shall be deemed an acceptance of
surrender of the Premises and no agreement to accept such surrender shall be
valid, unless expressly acknowledged and in writing and signed by Landlord.

                                   ARTICLE 14

          14.01 LIMITATION OF WARRANTIES. LANDLORD AND TENANT AGREE THAT THERE
ARE AND WERE NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS,
STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR THE EXPRESSLY
MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.
LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE AND TENANT
HEREBY WAIVES ANY AND ALL CLAIMS AGAINST LANDLORD IN THIS REGARD. TENANT HAS
ITSELF INSPECTED THE PROPERTY AND AGREES TO ACCEPT THE SAME AS IS, WHERE IS AND
WITH ALL FAULTS, IF ANY.

                                   ARTICLE 15

          15.01 AMENDMENT. Any agreement hereafter made between Landlord and
Tenant shall be ineffective to modify, release, or otherwise affect this Lease,
in whole or in part, unless such agreement is in writing and signed by the party
to be bound thereby.

          15.02 SEVERABILITY. If any term or provision of this Lease shall, to
any extent, be held invalid or unenforceable by a final judgment of a court of
competent jurisdiction, the remainder of this Lease shall not be affected
thereby.

          15.03 ESTOPPEL LETTERS. Tenant shall promptly, upon request from
Landlord, execute and acknowledge a certificate containing such information as
may be reasonably requested for the benefit of Landlord, and prospective
purchaser or any current or prospective mortgagee of all or any portion of the
Project. Such Estoppel Letters will be limited to no more than three (3) a year.

          15.04 LANDLORD'S LIABILITY AND AUTHORITY. The liability of Landlord to
Tenant for any default by Landlord under the terms of this Lease or in the event
Landlord expressly or impliedly agrees to any other liability under the terms of
this Lease for any actions of Landlord or its directors, officers, employees,
agents or contractors shall be limited to the interest of Landlord in the
Project, it being intended that Landlord shall not be personally liable for any
judgment or deficiency.

          15.05 HOLDOVER. If Tenant shall remain in possession of the Premises
after the Expiration /date or earlier termination of this Lease, then Tenant
shall be deemed a tenant-at-sufferance, terminable at any time, at one and
one-half the Rent in effect on the date of such termination or expiration, but
otherwise shall be subject to all of the obligations of Tenant under this Lease.
Additionally, Tenant shall pay to Landlord all damages sustained by Landlord on
account of such holding over by Tenant including, but not limited to, reasonable
attorney's fees.

          15.06 SURRENDER. Upon the expiration or earlier termination of the
Term, Tenant shall peaceably quit and surrender the Premises in good order and
condition, excepting ordinary wear and tear, but subject to Article 6.01 and
Article 6.02 hereof. All obligations of Tenant for the period of time prior to
the expiration or earlier termination of the Term shall survive such expiration
or termination.

          15.07 PARTIES AND SUCCESSORS. Subject to the limitations and
conditions set forth elsewhere herein, this Lease shall bind and inure to the
benefit of the respective heirs, legal representatives, successors, and
permitted Assigns and/or subleases of the parties hereto. The term "Landlord",
as used in this Lease, so far as the 
<PAGE>   15
performance of any covenants or obligations on the part of Landlord under this
Lease are concerned, shall mean only the owner of the Project at the time in
question, so that in the event of any transfer of title to the Project, the
party by whom any such transfer is made shall be relieved of all liability and
obligations of the Landlord arising under this Lease from and after the date of
such transfer.

          15.08 NOTICE. Except as otherwise provided herein, any statement,
notice or other communication which Landlord or Tenant is required to give to
the other in writing shall be deemed sufficiently given or rendered if hand
delivered, or if sent by registered or certified mail, return receipt requested,
postage prepaid and addressed to the other as follows:

         If to Landlord:   691 Sleater-Kinney Road S.E., Suite 100
                           P.O. Box 3487
                           Lacey, Washington 98503

         If to Tenant:     The Premises

                           or

                           ---------------------------------------
                           ---------------------------------------
                           ---------------------------------------

or at such other addressees) as the other party shall from time to time
designate by prior written notice, and such notice shall be effective when the
same is received or mailed as herein provided.

          15.09 RULES AND REGULATIONS. Tenant, its servants, employees, agents,
visitors, invitees, and licensees shall observe faithfully and comply strictly
with the Rules and Regulations set forth in Exhibit "C" hereto, and shall abide
by and conform to such further rules and regulations as Landlord may from time
to time reasonably make or adopt after Tenant receives a copy thereof.

          15.10 CAPTIONS. The captions in this Lease are inserted only as a
matter of convenience and for reference and they in no way define, limit, or
describe the scope of this Lease or the intent of any provision hereof.

          15.11 NUMBER AND GENDER. All genders used in this Lease shall include
other genders, the singular shall include the plural, and the plural shall
include the singular, whenever and as often as may be appropriate.

          15.12 GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Texas and all obligations hereunder are
performable in Harris County, Texas.

          15.13 INABILITY TO PERFORM. Notwithstanding Article 15.18 below,
whenever a period of time is herein prescribed for the taking of any action by
Landlord or Tenant, Landlord or Tenant, shall not be liable or responsible for,
and there shall be excluded from the computation of such period of time, any
delays due to strikes, riots, Act of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions, or any other cause whatsoever
beyond the control of Landlord or Tenant, and such nonperformance or delay in
performance by Landlord shall not constitute a breach or default by Landlord
under this Lease nor give rise to any claim against Landlord for damages or
constitute a total or partial eviction, constructive or otherwise.

          15.14 USE OF NAME. Tenant shall not, except to designate Tenant's
business address (and then only in a conventional manner and without emphasis or
display) use the name or mark Gemini for any 
<PAGE>   16
purpose whatsoever. Spacehab, at Tenant's expense, shall be the highlighted name
on all building signs including current "Tombstone."

          15.15 BROKER. Tenant represents and warrants that Tenant has dealt
with, and only with Lisa Cole-Gross as broker(s) in connection with this Lease
and that, insofar as Tenant knows, no other broker(s) negotiated this Lease or
are entitled to any commission in connection herewith. Landlord shall pay such
broker its commission of 4% of the total rent relating to this Lease equaling
$37,719.49. Payment shall be made upon execution of lease document, and payment
of rent. Tenant shall indemnify and hold harmless Landlord from and against all
claims (and costs of defending against and investigating such claims) of any
other broker(s) or similar parties claiming under Tenant in connection with this
Lease.

          15.16 MEMORANDUM OF LEASE. Without the prior written consent of
Landlord, which may not be unreasonably withheld, Tenant shall not record this
Lease or a memorandum or other instrument with respect to this Lease.

          15.17 ENTIRE AGREEMENT. This Lease, including all Exhibits attached
hereto (which Exhibits are hereby incorporated herein and shall constitute a
portion hereof), contains the entire agreement between Landlord and Tenant with
respect to the subject matter hereof. Tenant hereby acknowledges and agrees that
neither Landlord nor Landlord's agents or representatives have made any
representations, warranties, or promises with respect to the Project, the
Premises, Landlord's services, or any other matter or thing except as herein
expressly set forth, and no rights, easements, or licenses are acquired by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this Lease.

          15.18 TIME OF ESSENCE. Time is of the essence of this Lease and each
and all of its provisions in which performance is a factor.

          15.19 PARKING. Landlord hereby reserves the right to make, modify and
enforce rules and regulations relating to the parking of cars, and Tenant will
abide by such rules and regulations, and will ensure the compliance with such
rules by its employees, agents, guests and invitees. Landlord further agrees to
designate the prior Barrios parking places for Tenant's exclusive use.

          Tenant shall pay, or cause to be paid, before delinquency, any and all
taxes levied or assessed and which become payable during the term hereof upon
all of Tenant's leasehold improvements, equipment, furniture, fixtures and
personal property located in the Premises except that which has been paid for by
Landlord or is the standard of the Building.
<PAGE>   17
          IN WITNESS THEREOF, Landlord and Tenant have here unto executed this
Lease as of the day and year first above written.

LANDLORD                                           TENANT

PUGET OF TEXAS INC.,                               SPACEHAB, INC.
a Texas corporation                                a Washington corporation



By: /s/R. Blume                                    BY: /s/John M. Lounge
   -----------------                                   --------------------
Title: President/CEO                               Title: Vice-President/GM
                                                          -----------------

STATE OF WASHINGTON           )
                              )

 THURSTON COUNTY              )

          I certify that I know or have satisfactory evidence that Robert L.
Blume is the person who appeared before me, and said person acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the President/C of Puget of Texas, Inc., a
Texas corporation to be thee and voluntary act of such party for the uses and
purposes mentioned in the instrument.

Dated: 2/4/98                         Sandra Ellen Burnes
                                      ----------------------------
                                      Notary Public in and for the
                                      State of Washington
                                      Residing at Olympia
                                                  ----------------
                                      My Commission expires: 11/19/99
                                                             --------

STATE OF TEXAS                )
                              )
COUNTY OF Harris              )

          This instrument was acknowledged before me on the 29th day of January,
          1998, by John Lounge, of SPACEHAB, a _________________________
          corporation, on behalf of said corporation.

          My commission expires:  8-23-98                 /S/Ann Houston
                                                    ----------------------------
                                                    Notary Public in and for the
                                                    State of Texas

                                                         S/Ann Houston
                                                    ------------------------
                                                    (Printed Name of Notary)
<PAGE>   18
                                     DIAGRAM
                                FLOOR PLAN LAYOUT










                                       21
<PAGE>   19
                                    EXHIBIT B

1. Landlord grants Tenant a two 12) year option to renew at the then prevailing
rate, to be exercised in writing, no less than six (6) months prior to
expiration date.

2. Tenant will retain a firm expansion option on any and all then available
unencumbered space on the third floor of the building. Should Tenant desire to
expand into such areas, Tenant will give Landlord thirty (30) days written
notice of its intention to expand. The terms of the expansion space shall be the
same terms and conditions of the master lease.

3. Tenant hereby agrees to indemnify and hold Landlord and its agents,
successors and assigns harmless against all injury, loss, costs, expenses,
claims and damages to any person or property arising from Tenant's negligence or
misconduct.

4. Tenant accepts space in an "As Is" condition.

5. Spacehab shall assume Barrios' primary identity to the building.
<PAGE>   20
                                    EXHIBIT C

                         BUILDING RULES AND REGULATIONS

1. Directories will be placed by Lessor, at its own expense, in conspicuous
places in the Building. No other directories shall be permitted unless
previously consented to by Lessor in writing.

2. Lessee will refer all contractors, contractor's representatives, and
installation technicians, rendering any service to Lessee, to Lessor for
Lessor's supervision, approval and control before performance of any contractual
service. This provision shall apply to all work performed in the Building
including installations of telephones, telegraph equipment, electrical devices
and attachments, and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings, equipment or any other physical portion of
the Building.

3. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Lessee of any merchandise or materials which require use
of elevators or stairways, or movement through Building entrances or lobby shall
be restricted to hours designated by Lessor. All such movement shall be under
supervision of Lessor and in the manner agreed between Lessee and Lessor by
prearrangement before performance, subject to Lessor's decision and control as
to the time, method and routing of movement and as to limitations imposed for
safety or other concerns which may prohibit any article, equipment or any other
item from being brought into the Building. Lessee is to assume all risk as to
damage to articles moved and injury to persons or public engaged or not engaged
in such movement, including equipment, property and personnel of Lessor if
damaged or injured as a result of acts in connection with carrying out services
for Lessee, from time of entering property to completion of work, and Lessor
shall not be liable for acts of any person engaged in or any damage or loss to
any of said property or persons resulting from any act in connection with such
service performed for Lessee.

4. No signs, advertisements or notices shall be painted or allowed on or to any
window(s) or door(s), or other parts of the Building, except of color, size and
style and in such places, as shall be first approved in writing by Lessor. No
nails, hooks or screws shall be driven or inserted in any part of the Building,
except by the Building maintenance personnel, nor shall any part be defaced by
Lessee. All signs will be contracted for by Lessor at the rate fixed by Lessor
from time to time, and Lessee will be billed and pay for such service
accordingly.

5. No portion of Lessee's area or any other part of the Building shall at any
time be used or occupied as sleeping or lodging quarters.

6. Lessee shall not place, install or operate in the Premises or in any part of
the Building, any engine or machinery, or maintain, use or keep any inflammable,
explosive, or hazardous material without the prior written consent of Lessor.

7. No birds or animals shall be brought into or kept in or about the Building
(except seeing eye dogs for the handicapped).

8. Employees of Lessor shall not receive or carry messages for or to Lessee or
other persons, nor contract with or render free or paid services to Lessee's
agents, employees, or invitees.

9. Lessor will not permit entrance to Lessee's office(s) by use of pass keys
controlled by Lessor to any person at any time without written 
<PAGE>   21
permission by Lessee, except employees, contractors, or service personnel
directly supervised by Lessor.

10. The entries, passages, doors, elevators, elevator doors, hallways or
stairways shall not be blocked or obstructed, no rubbish, litter, trash or
material of any nature shall be placed, emptied or thrown into these areas and
such areas shall not be used at any time except for ingress or egress by Lessee,
Lessee's agents, employees, invitees or visitors to or from the Premises.

11. Plumbing fixtures and appliances shall be used only for purposes for which
constructed, and no sweepings, rubbish, rags or other unsuitable material shall
be thrown or placed therein. Damage resulting to any such fixtures or appliances
from misuse by Lessee shall be repaired and/or replaced at Lessee's sole cost
and expense, and Lessor shall not in any case be responsible therefor.

12. Lessee shall not do, or permit anything to be done in or about the Building,
or bring or keep anything therein, that will in any way increase the rate of
fire or other insurance on the Building or on property kept therein, or obstruct
or interfere with the right of, or otherwise injure or annoy other tenants, or
do anything in conflict with the valid pertinent laws, rules or regulations of
any governmental authority.

13. The Lessor desires to maintain the highest standards of environmental
comfort and convenience for the tenantry. It will be appreciated if any
undesirable conditions or lacks of courtesy or attention are reported directly
to the management.

14. The work of the janitor or cleaning personnel shall not be hindered by
Lessee after 5:30 p.m. Windows, doors and fixtures may be cleaned at any time.
Lessee shall provide adequate waste and rubbish receptacles, cabinets, book
cases, map cases, etc. necessary to prevent unreasonable hardship to Lessor in
discharging its obligation regarding cleaning service.

15. Lessor shall have the right to determine and prescribe the weight and proper
position of any unusually heavy equipment including safes, large files, etc.
that are to be placed in the Building, and only those which in the opinion of
Lessor might not with reasonable probability do damage to the floors, structure
and or freight elevator may be moved into said Building. Any damage occasioned
in connection with the moving or installing of such aforementioned articles in
said Building or the existence of same in said Building shall be paid for by
Lessee, unless otherwise covered by insurance.

16. Lessor shall have the right to prohibit the use of the name of the Building
or any other publicity by Lessee which in Lessor's opinion tends to impair the
reputation of the Building or its desirability for the executive offices of
Lessor or of other lessees, and, upon written notice from Lessor, Lessee will
refrain from or discontinue such publicity.

17. The leased Premises shall not be used for lodging, sleeping or cooking or
any immoral or illegal purpose or for any purpose that will damage the Premises
or the reputation thereof, or for any purpose other than that specified in the
Lease covering the Premises. -

18. Lessee and its employees shall at all times during the term of the Lease
park in the parking area located adjacent to the Building or in the undesignated
parking spaces contiguous to the parking area at the rear of the Building. At no
time shall Lessee and its employees park in the parking area located at the
front of the Building unless specific provisions in the Lease allow for
designated parking spaces to the Lessee. Should Lessee or its employees not
abide by this Building rule and regulation, Lessor shall tow Lessee's or its
employees vehicles at Lessee's or its employees sole expense.
<PAGE>   22
19. Lessee and its employees shall provide Lessor with automobile license plate
numbers. Should said automobile license plate numbers change, Lessee and its
employees shall provide Lessor with updated information.

the Harris County Official Public Records of Real Property and being the
Northwest corner of this tract;

THENCE South 66 deg. 46 min. 00 sec. East, 55.50 feet to a 5/8 inch iron rod
found for a corner in the South line of said 3.7381 acres of land and being a
corner in the North line of this tract;

THENCE South 23 deg. 14 min. 00 sec. West, 186.18 feet (called 186.19 feet) to
an "X" cut in concrete found for the most Southerly Southwest corner of said
3.7381 acres of land and being a corner in the North line of this tract;

THENCE South 66 deg. 46 min. 00 sec. East, 301.16 feet to a 5/8 inch iron rod
found for the Southeast corner of said 3.7381 acres of land and being the
Northeast corner of this tract and also being in the West right-of-way line of
Gemini Avenue, based on 80 feet in width;

THENCE 32.52 feet, with the arc of a curve to the right in the West right-of-way
line of said Gemini Avenue whose chord bears South 22 deg. 39 min. 00 sec. West,
32.52 feet and having a central angle of 01 deg. 00 min. 00 sec. and a radius of
1,597.02 feet, to a 5/8 inch iron rod found for the end of the curve;

THENCE South 23 deg. 14 min. 00 sec. West, 492.78 feet, with the West
right-of-way line of said Gemini Avenue, to an "X" cut in concrete found for the
most Northerly East corner of said 0.8259 acre tract and being the Southeast
corner of this tract;

THENCE North 66 deg. 46 min. 00 sec. West, 56.00 feet to an "X" cut in concrete
found for a corner in the North line of said 0.8259 acre tract, and being a
corner in the South line of this tract;

THENCE North 23 deg. 14 min. 00 sec. East, 87.50 feet to an "X" cut in concrete
found for the most Easterly North corner of said 0.8259 acre tract and being a
corner in the South line of this tract;

THENCE North 66 deg. 46 min. 00 sec. West, 230.00 feet to an "X" cut in concrete
found for the most Westerly North corner of said 0.8259 acre tract and being a
corner in the South line of this tract;

THENCE South 23 deg. 14 min. 00 sec. West, 57.00 feet to an "X" cut in concrete
found for a corner in the North line of said 0.8259 acre tract, and being a
corner in the South line of this tract;

THENCE North 66 deg. 46 min. 00 sec. West, 56.00 feet to an "X" cut in concrete
found for a corner in the North line of said 0.8259 acre tract, and being a
corner in the South line of this tract;

THENCE South 23 deg. 14 min. 00 sec. West, 30.50 feet to an "X" cut in concrete
found for a corner in the North line of said 0.8259 acre tract, and being a
corner in the South line of this tract.

THENCE North 66 deg. 46 min. 00 sec. West, 68.00 feet to the PLACE OF BEGINNING
and containing 4.517 acres (196,761 square feet) of land.