**Exhibit 10.2**

**SEPARATIONAGREEMENT AND MUTUAL RELEASE**

ThisSeparation Agreement and Release (the “Agreement”) is made and entered into asof January 19, 2007 (the “Effective Date”) by and between SPACEHAB, Inc. (“SPACEHAB”or the “Company”) and E. Michael Chewning (“Chewning”).

**RECITALS**

Chewningis a Senior Vice President with the Company. Other than this Agreement, Chewning and the Company are parties to thefollowing, and only the following, agreements (collectively, the “AncillaryAgreements”):

a.                       EmploymentAgreement, dated as of May 12, 2005 (the “Employment Agreement”), and attached asExhibit A; and

b.                      IndemnificationAgreement, dated as of May 12, 2005 (the “Indemnification Agreement”), whichthe parties agree to be a valid, binding and enforceable agreement between themand the provisions of which are not waived, modified or otherwise impaired bythis Agreement in any respect, and attached as Exhibit B;

Undereach of the Indemnification Agreement, the Amended and Restated Articles ofIncorporation of the Company (the “Articles Indemnification”) and the Amendedand Restated Bylaws of the Company (the “Bylaws Indemnification”)(collectively, the “Existing Indemnification Arrangements”) the Company isobligated, under certain circumstances, to indemnify Chewning under the termsand conditions therein stated. Notwithstanding any provision of this Agreement to the contrary, theExisting Indemnification Arrangements shall remain in effect and be enforceablein accordance with their respective terms and conditions, except as expresslymodified or supplemented by this Agreement.

Onthe terms hereinafter set forth, the parties agree that Chewning’s status as anofficer and employee of the Company is terminated as of the Effective Date.

**AGREEMENT TERMS**

Therefore,in consideration of the promises and mutual agreements set forth in thisAgreement, the receipt and sufficiency of which is hereby acknowledged by allparties, the Company and Chewning agree as follows:

1.             **Termination of Employment Agreement.**  As of the Effective Date, the EmploymentAgreement between Chewning and the Company listed in Agreement Recital a. iscancelled and terminated and will be of no further force or effect except asprovided for in this Agreement.  TheExisting Indemnification Arrangements shall remain binding and enforceable asbetween the parties in accordance with their terms.  Therefore, Chewning agrees and acknowledgesthat any rights he may have to any payments, benefits, or other perquisites ofany kind whatsoever under the Employment Agreement including, withoutlimitation, compensation, salary, vacation and sick pay, and travel and carallowances, if any, are extinguished by this Agreement and Chewning’s right toany claim or cause of action whatsoever to reimbursement,

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payments, benefits, or other perquisites under the Employment Agreementare released and forever waived under Agreement paragraph 5.

2.             **Severance**.  Contingentupon Chewning’s compliance with each of the terms and conditions of thisAgreement, the Company will pay Chewning the amount of Fifty Thousand Dollars($50,000.00) *minus* all lawful tax withholdings(the “Payment”), payable in one lump sum within five days after expiration ofthe seven-day Revocation Period described in Agreement paragraph 18.  Additionally, the Company will provide COBRAcontinuation health coverage (the “COBRA Payment”) to Chewning in accordancewith the provisions of Paragraph 6 below. Chewning understands and agrees that the Payment and COBRA Payment is inaddition to anything of value to which Chewning is already entitled to receive.

3.             **Resignation.**  Chewning hereby irrevocably resigns allpositions as an officer and employee of the Company as of the Effective Date

4.             **SPACEHAB Released Parties**.**** The “SPACEHAB Released Parties” are defined asSPACEHAB, Inc., each of SPACEHAB subsidiaries and each of SPACEHAB and itssubsidiaries predecessors, successors, parents, joint ventures, holdingcompanies, subsidiaries, divisions, affiliates, assigns, partnerships, agents,directors, officers, employees, consultants, committees, employee benefitcommittees, fiduciaries, representatives, attorneys, and all persons andentities acting by, through, under or in concert or in any such capacity withany of them.  Under this Agreement,Chewning is excluded from the definition of “SPACEHAB Released Parties.”

5.             **Global Release of Claims**. Chewning, on behalf of himself, his heirs, executors, successors andassigns, irrevocably and unconditionally releases, waives, and foreverdischarges SPACEHAB and the SPACEHAB Released Parties, excluding Chewninghimself, from any and all claims, demands, actions, causes of action, costs,fees, attorneys’ fees, and all liability whatsoever, whether known or unknown,fixed or contingent, which Chewning has, had, or may have against SPACEHAB orany of the SPACEHAB Released Parties, from the beginning of time and up to andincluding the date of execution of this Agreement other than as may exist, orhereafter arise, under this Agreement, the Ancillary Agreements, or the ExistingIndemnification Arrangements, except as expressly modified or supplemented bythis Agreement..  This Agreementincludes, without limitation, claims at law or equity or sounding in contract,express or implied, or in tort, claims arising under any federal, state, orlocal laws of any jurisdiction that prohibit age, sex, race, national origin,color, disability, religion, veteran, military status, sexual orientation, orany other form of discrimination, harassment, or retaliation (including,without limitation, the Age Discrimination in Employment Act, the Older WorkersBenefit Protection Act, the Americans with Disabilities Act, Title VII of the1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, theRehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of2002, the Employee Polygraph Protection Act, the Financial Institutions Reform,Recovery and Enforcement Act (or any other employment-related banking statuteor regulation), the Uniformed Services Employment and Reemployment Rights Actof 1994, the Texas Commission on Human Rights Act, any federal, state, local ormunicipal whistleblower protection or anti-retaliation statute or ordinance, orany other federal, state, local, or municipal laws of any jurisdiction), claimsarising under the Employee Retirement Income Security Act, or

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any other statutory or common law claims related to Chewning’semployment or separation from employment with SPACEHAB.

6.             **COBRAPayments.**  SPACEHAB agrees tocontinue all medical, dental, and other health benefits that were provided toChewning (and his eligible dependents) immediately before January 19, 2007, inaccordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, asamended (“COBRA”), and the terms of SPACEHAB’s plans, as such may be amendedfrom time to time.  In the event Chewningelects COBRA continuation coverage for Chewning (and his eligible dependents)under the medical and dental plans, SPACEHAB will pay the entire cost of thepremiums for such coverage until the earlier of (i) six (6) months after theEffective Date or July 31, 2007, whichever is later; (ii) the date thatChewning obtains employment with another entity under which he is offered thesame or better health insurance coverage given to its employees; (iii) the datethat Chewning breaches the terms of this Agreement, including, withoutlimitation, the provisions of Agreement paragraphs 7, 9, 11, 12 and 15; or (iv)the date Chewning (or his eligible dependents) cease to be eligible for COBRAcontinuation coverage under a plan for any reason other than failure to paypremiums.  Chewning understands andagrees that he will be solely responsible for the payment of any COBRA premiumsfor continuation coverage for all periods after the date SPACEHAB’s obligationin the immediately preceding sentence terminates. Any benefits provided underthis Agreement paragraph 6 to Chewning or his dependents shall be modified tothe extent benefits under any applicable plan are modified for active employeesof SPACEHAB, and SPACEHAB reserves the right to amend, terminate or modify suchplans at any time.

7.**             No Admission ofLiability/Confidentiality of Release.**  Chewning understands and agrees that thisAgreement shall not in any way be construed as an admission by SPACEHAB or theSPACEHAB Released Parties of any unlawful or wrongful acts whatsoever againstChewning or any other person, and SPACEHAB and the SPACEHAB Released Partiesspecifically disclaim any liability to or wrongful acts against Chewning or anyother person.  Similarly, the Companyacknowledges and agrees that this Agreement shall not in any way be construedas an admission by Chewning of any unlawful or wrongful acts against SPACEHAB,the SPACEHAB Released Parties or any other person, and Chewning specificallydisclaims any liability to or wrongful acts against SPACEHAB, the SPACEHABReleased Parties or any other person. Chewning agrees to keep this Agreement, its terms, and the amount of thePayment in this Agreement completely confidential unless publicly-disclosed bythe Company; however, Chewning may disclose the terms of this Agreement and theamount of the Payment to his spouse, attorneys, financial advisors, or asotherwise required by law.  Accordingly,nothing in this Agreement is intended to preclude Chewning or SPACEHAB fromdisclosing information in response to a subpoena issued by a court of law orupon the request of a government agency having jurisdiction or power to compelthe disclosure.  Chewning, however,agrees, as required by Agreement paragraph 10, to provide SPACEHAB promptwritten notice before responding to any subpoena.  Further, Chewning acknowledges and agreesthat nothing in this Agreement prevents SPACEHAB from disclosing the terms ofthis Agreement and filing a copy of this Agreement (i) in response to asubpoena issued by a court of law or a government agency having jurisdiction orpower to compel the disclosure, (ii) in response to a request by a governmentallaw enforcement agency or federal or state agency having jurisdiction over theacts or activities of SPACEHAB or any of its subsidiaries, or (iii) as requiredby the applicable federal or state

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law,including, without limitation, the provisions, rules or regulations of theSecurities Exchange Act of 1934 ,as amended.

8.             **No Re-employment.**  Chewning agrees that he relinquishes anyright to re-employment with the Company or its subsidiaries after the EffectiveDate.  He further agrees that he will notseek, apply for, accept, or otherwise pursue employment with the Company or anyof its subsidiaries.  Chewningacknowledges that if he re-applies for or seeks employment with the Company orits subsidiaries, the Company’s or its subsidiaries’ refusal to hire him basedon this provision will provide a complete defense to any claims arising fromhis attempt to apply for employment.

9.             **Non-Disparagement.**  Chewning agrees for a period of two (2) yearsafter the Effective Date not to, directly or indirectly, disclose, communicate,or publish any disparaging, negative, harmful, or disapproving information,written communications, oral communications, electronic or magneticcommunications, writings, oral or written statements, comments, opinions,facts, or remarks, of any kind or nature whatsoever (collectively, “DisparagingInformation”), concerning or related to any of the SPACEHAB Released Parties orSPACEHAB.  Chewning understands andacknowledges that this non-disparagement clause prevents him from disclosing,communicating, or publishing, directly or indirectly, any Disparaging Informationconcerning or related to the SPACEHAB Released Parties or SPACEHAB including,without limitation, information regarding the SPACEHAB Released Parties orSPACEHAB’s businesses, customers or clients, proprietary or technicalinformation, documents, operations, inventions, trade secrets, product ideas,technical information, know-how, processes, plans (including, withoutlimitation, marketing plans and strategies), specifications, designs, methodsof operation, techniques, technology, formulas, software, improvements,internal or external audits, internal controls, or any financial, marketing oraccounting information of any nature whatsoever.  Further, Chewning acknowledges that inexecuting this Agreement, he has knowingly, voluntarily, and intelligently waivedany free speech, free association, free press or First Amendment to the UnitedStates Constitution (including, without limitation, any counterpart or similarprovision or right under the Texas Constitution or any other state constitutionwhich may be deemed to apply) rights to disclose, communicate, or publishDisparaging Information concerning or related to the SPACEHAB Released Partiesor SPACEHAB.  Chewning also understandsand agrees that he has had a reasonable period of time to consider this non-disparagementclause, to review the non-disparagement clause with his attorney, and toconsent to this clause and its terms knowingly and voluntarily.  Chewning further acknowledge that thisnon-disparagement clause is a material term of this Agreement.  If Chewning breaches this paragraph 9,SPACEHAB will not be limited to a damages remedy, but may seek all otherequitable and legal relief including, without limitation, a temporaryrestraining order, temporary injunctive relief, a permanent injunction, and itsattorneys’ fees and costs, against him and any other persons, individuals,corporations, businesses, groups, partnerships or other entities acting by,through, under, or in concert with him. Nothing in this Agreement shall, however, be deemed to prevent Chewningfrom testifying fully and truthfully in response to a subpoena from any courtor from responding to investigative inquiries from any governmental agency.

10.           **Cooperation. **Afterhis separation from employment with SPACEHAB, Chewning agrees to cooperatereasonably with SPACEHAB in connection with the defense or prosecution of anyclaims, causes of action, investigations, hearings, proceedings, arbitrationsor

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other tribunals now in existence or which may be brought in the futureagainst or on behalf of SPACEHAB or any of the other SPACEHAB Released Partiesthat relate to events or occurrences that transpired while he was employed withSPACEHAB.  Chewning’s full cooperation inconnection with this Agreement paragraph 10 shall include, without limitation,making himself reasonably available to meet with counsel to prepare fordiscovery or trial, to act as a witness on behalf of SPACEHAB or the otherSPACEHAB Released Parties at convenient times, and to provide true, accurate,and complete testimony regarding any such matters.  SPACEHAB agrees to compensate Chewning foractual and reasonable expenses incurred in providing the cooperationcontemplated by this paragraph 10.  IfChewning is subpoenaed or contacted to cooperate in any manner by a non-governmentalparty concerning any matter related to SPACEHAB or any of the other SPACEHABReleased Parties, he shall immediately notify SPACEHAB, through the noticeprocedures identified in Agreement paragraph 19(a), before responding orcooperating.

11.           **Confidentiality of Company Information.**** **Chewning agrees tocontinue to abide by SPACEHAB’s confidentiality policies.  Further, the parties agree that whileChewning’s Employment Agreement is extinguished by this Agreement, thecovenants and promises concerning safeguarding SPACEHAB ConfidentialInformation, namely, paragraph 7 of the Employment Agreement, are notextinguished and are incorporated into this Agreement by reference.  Further, Chewning acknowledges that, duringhis SPACEHAB employment, SPACEHAB provided him with information and materialsthat are considered Confidential Information, as defined below.  Chewning agrees that he will not at any timedisclose to anyone, including, without limitation, any person, firm,corporation, or other entity, or publish, or use for any purpose, anyConfidential Information, except as SPACEHAB directs and authorizes.  Chewning agrees that heshall take all reasonable measures to protect the secrecy of and avoiddisclosure and unauthorized use of the Confidential Information and agrees toimmediately notify SPACEHAB in the event of any unauthorized use or disclosureof the Confidential Information.  ConfidentialInformation includes, without limitation, all of SPACEHAB’s technical andbusiness information, which is of a confidential, trade secret or proprietarycharacter; engineering plans; drawings; specifications, studies or relateddocuments; bids or bid proposals; computer programs, ideas or concepts;business forms or procedures developed by SPACEHAB; financial informationregarding SPACEHAB or its clients; client lists; identity of customers;identity of prospective customers; contract terms; bidding information andstrategies; pricing methods or information; photographs; internal policies,procedures, communications and reports; computer software; computer softwaremethods and documentation; graphic designs; hardware; SPACEHAB or SPACEHABReleased Parties’ methods of operation; the procedures, forms and techniquesused in servicing accounts; and other information or documents that SPACEHABrequires to be maintained in confidence for SPACEHAB’s continued businesssuccess.  Confidential Information doesnot include any information that is disclosed to the public or, upon reasonableinvestigation, is readily ascertainable in the public domain.

12.           **Obligations Regarding Transfer of Patents orInventions**.  Chewning agreesto continue to abide by SPACEHAB’s confidentiality policies regardingdisclosure and transfer of patents or inventions.  Further, the parties agree that whileChewning’s Employment Agreement is extinguished by this Agreement, thecovenants and promises concerning disclosure and assignment of inventions andpatents, namely, paragraph 9 of the Employment Agreement, are not extinguishedand are incorporated into this Agreement by reference.  Accordingly, Chewning

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agrees and acknowledges that will promptlydisclose to SPACEHAB all products, processes, hardware and software inventions,designs, computer programs and related documentation, other works of authorshipand developments relating to SPACEHAB’s business which Chewning may have madeindividually or jointly with others, during his SPACEHAB employment or within aperiod of six (6) months following his separation from employment withSPACEHAB.

13.**           Agreement to Return CompanyProperty/Documents.**  Chewning understands and agrees that his lastday of active work as an officer and employee of SPACEHAB shall be January 19,2007.  Accordingly, Chewning agrees that:(i) he did not and will not take with him, copy, alter, destroy, or delete anyfiles, documents, electronically stored information, or other materials whetheror not embodying or recording any Confidential Information, including copies,without obtaining in advance the written consent of an authorized SPACEHABrepresentative; and (ii) he will promptly return to SPACEHAB all ConfidentialInformation, documents, files, records and tapes (written or electronicallystored) that have been in his possession or control regarding SPACEHAB or anySPACEHAB Released Party, and he will not use or disclose such materials in anyway or in any format, including written information in any form, informationstored by electronic means, and any and all copies of these materials.  Chewning further agrees that upon or beforethe execution of this Agreement, he will return to SPACEHAB all SPACEHAB orSPACEHAB Released Party property, including, without limitation, all papers,notebooks, reports, manuals, computer files, software, vehicle, tools, keys,credit authorizations, apparatus, computer user identifiers, passwords andother property furnished to Chewning by SPACEHAB or any SPACEHAB ReleasedParty, or other property which was prepared or made in whole or in part byChewning in connection with his SPACEHAB employment.

14.           **Knowing and Voluntary****Agreement.** Chewning understands it is his choice whether or not to enter into thisAgreement and that his decision to do so is voluntary and is madeknowingly.  Chewning acknowledges that hehas been advised by SPACEHAB to seek legal counsel to review this Agreement.

15.           **Survival of Certain Restrictive Covenants**.  While Chewning acknowledges that his May 12,2005 Employment Agreement has expired by operation of this Agreement, theparties agree that paragraphs 8(a)(ii) and 10 of the Employment Agreement,concerning non-solicitation and definition of the term Restricted Period, shallsurvive the termination of the Employment Agreement.  Therefore, the restrictive periods preventingsolicitation will begin to run as of the Effective Date as explained inparagraphs 8(a)(ii) and 10 of the Employment Agreement.  Accordingly, paragraphs 8(a)(ii) and 10 ofthe Employment Agreement are incorporated into this Agreement by reference.

16.           **Forfeitureof Severance Benefits for Breach of Restrictive Covenants**. If, duringthe six (6) month Restricted Period following the Effective Date, as specifiedin Agreement paragraph 15 and paragraphs 8(a)(ii) and 10 of the EmploymentAgreement, Chewning fails to fulfill his obligations, SPACEHAB may: (a)terminate this Agreement; (b) terminate any remaining Payments and benefits setforth in Agreement paragraphs 2 and 6 and Chewning will forfeit any remainingPayments or benefits from and after the date of his breach of Agreementparagraph 15; (c) recover attorneys’ fees SPACEHAB incurs for anybreach of the restrictive covenant in Agreement paragraph 15; and (d) recoverall other damages to which

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SPACEHAB may be entitled.  Theremaining terms of this Agreement shall continue in full force and effect.

17.           **Time to Consider****Agreement.** Chewning acknowledges that he has been advised in writing by the Companythat he should consult an attorney before executing this Agreement, and hefurther acknowledges that he has been given a period of twenty-one (21)calendar days within which to review and consider the provisions of thisAgreement.  Chewning understands that heis not required to take the full twenty-one (21) days to consider thisAgreement but if he does not sign this Agreement before the 21 calendar dayperiod expires, this Agreement offer will be withdrawn automatically.

18.           **Revocation Period.**  Chewning understands and acknowledges that hehas seven (7) calendar days following the execution of this Agreement to revokehis acceptance of this Agreement.  ThisAgreement will not become effective or enforceable, and the Payment inAgreement paragraph 2 will not become payable until after this revocationperiod has expired without Chewning’s revocation.  If Chewning does not revoke this Agreementwithin the revocation period, the Company will comply with Agreement paragraph2 and will send Chewning the Payment within five (5) days after the revocationperiod’s expiration date.

19.           **Miscellaneous Provisions and Enforcement.**

(a)           **Notices**. Any notice or other communication required, permitted or desired to begiven under this Agreement shall be deemed delivered; when personallydelivered, if delivered by overnight courier; the same day, if transmitted byfacsimile on a business day before noon, Central Standard Time; the nextbusiness day, if otherwise transmitted by facsimile; and the third business dayafter mailing, if mailed by prepaid certified mail, return receipt requested,as addressed or transmitted as follows (as applicable):

If to Chewning:

E. Michael Chewning

2225 Scenic Shore Drive

Seabrook, Texas 77586

If to the Company:

SPACEHAB, Inc.

Attention: Chief Financialofficer

12130 Highway 3, Bldg. 1

Webster, Texas  77598-1504

With a copy (which shall notconstitute notice) to:

Arthur S. Berner

Haynes and Boone, LLP

1221 McKinney, Suite 2100

Houston, Texas  77010

Fax: (713) 236-5652

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ConcerningChewning’s notice in response to subpoenas (Agreement paragraph 7) or requeststo cooperate with any non-governmental party or entity regarding any claims orcauses of action concerning SPACEHAB or any of the other SPACEHAB ReleasedParties (Agreement paragraph 10), Chewning or his attorney must contact andspeak with the President of SPACEHAB or his or her designee.  This telephone conversation must occur nolater than three business days after receiving the subpoena or request forChewning’s cooperation.

(b)           **Choice of Law**.** **THIS AGREEMENT SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES)THEREOF.  THE EXCLUSIVE VENUE FOR ALLSUITS AND PROCEEDINGS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE IN ACOURT OF COMPETENT JURISDICTION IN HOUSTON, TEXAS.

(c)           **Limitations on Assignment.**  Except as provided in this Agreement,Chewning may not assign this Agreement or any of the rights or obligations setforth in this Agreement without the explicit written consent of SPACEHAB.  Any attempted assignment by Chewning inviolation of this paragraph 19(c) shall be void *ab initio*..  Except asprovided in this Agreement, nothing in this Agreement entitles any person,other than the parties to the Agreement, to any claim, cause of action, remedy,or right of any kind, including, without limitation, the right of continuedemployment.

(d)           **Waiver**. A party’s waiver of any breach or violation of any Agreement provisionsshall not operate as, or be construed to be, a waiver of any later breach ofthe same or other Agreement provision.

(e)           **Severability**.  If any provision or provisions of thisAgreement are held to be invalid, illegal, or unenforceable for any reasonwhatsoever, (i) the validity, legality, and unenforceability of the remainingprovisions of this Agreement (including, without limitation, all portions ofany Agreement paragraphs containing any provision held to be invalid, illegal,or unenforceable, that are not themselves invalid, illegal, or unenforceable),will not in any way be affected or impaired thereby, and (ii) the provision orprovisions held to be invalid, illegal, or unenforceable will be limited ormodified in its or their application to the minimum extent necessary to avoidthe invalidity, illegality, or unenforceability, and, as so limited ormodified, the provision or provisions and the balance of this Agreement will beenforceable in accordance with their terms.

(f)            **Headings**. The Agreement headings are for reference purposes only and will notaffect in any way the meaning or interpretation of this Agreement.

(g)           **Counterparts**.  This Agreement and amendments to it will bein writing and may be executed in counterparts. Each counterpart will be deemed an

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original,but both counterparts together will constitute one and the same instrument.

(h)           **Entire Agreement**, **Amendment, Binding Effect**.** **ThisAgreement and the Ancillary Agreements (as the same may be expressly amended,supplemented or superseded by this Agreement) constitute the entire agreementbetween the parties concerning the subject matter in this Agreement and theAncillary Agreements.  No oral statementsor other prior written material not specifically incorporated in this Agreementshall be of any force and effect, and no changes in or additions to thisAgreement shall be recognized, unless incorporated in this Agreement by writtenamendment, such amendment to become effective on the date stipulated init.  Chewning acknowledges and representsthat in executing this Agreement, he did not rely, and has not relied, on anycommunications, promises, statements, inducements, or representation(s), oralor written, by SPACEHAB or any SPACEHAB Released Party, except as expresslycontained in this Agreement.  Anyamendment to this Agreement must be signed by all parties to thisAgreement.  This Agreement will bebinding on and inure to the benefit of the parties hereto and their respectivesuccessors, heirs, legal representatives, and permitted assigns (if any).  This Agreement supersedes (a) any prioragreements between Chewning and SPACEHAB concerning the subject matter of thisAgreement and (b) all other agreements between Chewning and SPACEHAB, asexplained in Agreement paragraph 1, unless specifically modified by thisAgreement.  Unless otherwise specified inthis Agreement, SPACEHAB and Chewning agree that to the extent the terms ofthis Agreement conflict with any terms of the Employment Agreement, the termsof this Agreement shall supersede and govern the terms of the EmploymentAgreement.

(i)            **Injunctive Relief***.*  Chewning and the Company acknowledge andagree that the covenants, obligations and agreements contained in thisAgreement concern special, unique and extraordinary matters and that aviolation of any of the terms of these covenants, obligations or agreementswill cause irreparable injury for which adequate remedies at law are notavailable.  These injunctive remedies arecumulative and in, addition to any other rights and remedies the parties mayhave. SPACEHAB and Chewning irrevocably submit to the exclusive jurisdiction ofthe state courts and federal courts in the city of SPACEHAB’s headquarters(Houston, Texas) regarding the injunctive remedies set forth in this paragraphand the interpretation and enforcement of this paragraph (i) solely insofar asthe interpretation and enforcement relate to an application for injunctiverelief in accordance with the provisions of this Agreement. Further, theparties irrevocably agree that (i) the sole and exclusive appropriate venue forany suit or proceeding relating to injunctive relief shall be in the courtslisted in this paragraph (i), (ii) all claims with respect to any applicationfor injunctive relief shall be heard and determined exclusively in thesecourts, (iii) these courts will have exclusive jurisdiction over the parties tothis Agreement and over the subject matter of any dispute relating toapplication for injunctive relief, and (iv) each party waives all objectionsand defenses based on service of process, forum, venue, or personal or subjectmatter jurisdiction, as these defenses may relate to

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anapplication for injunctive relief in a suit or proceeding under the provisionsof this paragraph (i).

**PLEASE READ CAREFULLYAS THIS DOCUMENT INCLUDES A RELEASE OF CLAIMS.**

As evidenced by my signature below, I certify that I have read theabove Agreement and agree to its terms.

 
|                              | ** ** | **SPACEHAB, INCORPORATED**                     |
|------------------------------|------------|------------------------------------------------|
|                         |       |                                           |
|                         |       |                                           |
|  /s/E. Michael Chewning |       | By:                                            | /s/Brian K. Harrington |
| E. Michael  Chewning         |       | Brian K. Harrington, Senior Vice President and |
|                         |       | Chief Financial Officer                        |
| January 22, 2007             |       | January 22, 2007                               |

 

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