<PAGE>   1



                                                                    EXHIBIT 10.4


                   EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

                 This Employment and Non-Interference Agreement (this
"Agreement"), is dated as of January 15, 1998 by and between Chester M. Lee
(the "Executive") and Astrotech Space Operations, Inc., a Delaware corporation
(the "Company").


                               W I T N E S E T H:

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

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

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

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

         1.      Nature of Employment

                 Subject to Section 3, the Company hereby employs Executive,
and Executive agrees to accept such employment, during the Term of Employment
(as defined in Section 3(a)), as Chairman of the Company and to undertake such
duties and responsibilities as may be reasonably assigned to Executive from
time to time by the Chairman and Chief Executive Officer of SPACEHAB,
Incorporated, to whom Executive shall simultaneously serve as a Special
Advisor, and by the Board of Directors of the Company , or such other
appropriately authorized or designated executive officer of the Company.

         2.      Extent of Employment

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

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

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

                 3.       Term of Employment; Termination

                 (a)      The "Term of Employment" shall commence on the date
hereof and shall continue for a one-year term ending on January 15, 1999 (the
"Initial Term"), subject to automatic annual renewal for one-year terms
thereafter (the "Additional Term"), unless either the Company or Executive
notifies the other party of its intent not to renew within ninety (90) days
prior to the end of the Initial Term.  Should Executive's employment by the
Company be earlier terminated pursuant to Section 3(b), the Term of Employment
shall end on the date of such earlier termination.

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

                          (i)     upon the death of Executive;

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

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

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

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

Executive acknowledges that no representations or promises have been made
concerning the grounds for termination or the future operation of the Company's
business, and that nothing contained herein or otherwise stated by or on behalf
of the Company modifies or





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amends the right of the Company to terminate Executive at any time, with or
without Material Breach or Cause. Termination shall become effective upon the
delivery by the Company to Executive of notice specifying such termination and
the reasons therefor, subject to the requirements for advance notice and an
opportunity to cure provided in this Agreement, if and to the extent
applicable.

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

                          (i)     upon the death of Executive;

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

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

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

                 (d)      For the purposes of this Section 3:

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

"Material Breach" shall mean any of the following:  (i) Executive's breach of
any of his fiduciary duties to the Company or its stockholders or making of a
willful misrepresentation or omission which breach, misrepresentation or
omission would reasonably be expected to materially adversely affect the
business, properties, assets, condition (financial or other) or prospects of
the Company; (ii) Executive's willful,





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continual and material neglect or failure to discharge his duties,
responsibilities or obligations prescribed by Sections 1 and 2 (other than
arising solely due to physical or mental disability); (iii) Executive's
habitual drunkenness or substance abuse which materially interferes with
Executive's ability to discharge his duties, responsibilities or obligations
prescribed by Sections 1 and 2; (iv) Executive's willful, continual and
material breach of any non-competition or confidentiality agreement with the
Company, including without limitation, those set forth in Sections 7 and 8 of
this Agreement; and (v) Executive's gross neglect of his duties and
responsibilities, as determined by the Company's Board of Directors; in each
case, for purposes of clauses (i) through (v), after the Company or the Board
of Directors has provided Executive with 30 days' written notice of such
circumstances and the possibility of a Material Breach, and Executive fails to
cure such circumstances and Material Breach within those 30 days.

                 (e)      Termination of the Term of Employment will not
terminate Sections 7 through 21.

                 4.       Compensation

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

                 (a)      As base compensation for his services hereunder, in
bi-monthly installments, a base salary at a rate of not less than $ 150,000 per
annum.  Such amounts may be increased (but not decreased) annually at the
discretion of the Compensation Committee of the Board of Directors based upon
an annual review by the Compensation Committee of the Board of Directors of
Executive's performance.

                 (b)      An annual bonus, if any, based on Executive's
performance as determined and approved by the Compensation Committee of the
Board of Directors of SPACEHAB, Incorporated.  Although bonuses are entirely
discretionary, it is agreed that Executive shall be treated on the same basis
as executives of SPACEHAB, Incorporated who have the title of Vice President,
for purposes of establishing the range of bonuses and benefits that may be
awarded to Executive.

                 5.       Reimbursement of Expenses

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

                 6.       Benefits

                 During the Term of Employment, Executive shall be entitled to
benefits (including health, disability, pension and life insurance benefits
consistent with Company





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policy, or as increased from time to time), in each case, in accordance with
guidelines or established from time to time, by the Board of Directors for
senior executives of the Company.

                 7.       Confidential Information

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

                 (b)      In the event that Executive breaches his obligations
in any material respect under this Section 7, the Company and of SPACEHAB,
Incorporated, in addition to pursuing all available remedies under this
Agreement, at law or otherwise, and without





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limiting its right to pursue the same shall cease all payments to Executive
under this Agreement.

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

                 8.       Non-Interference

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

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

                          (ii)    During the Restricted Period (which shall not
                 include any period of violation of this Agreement by
                 Executive), Executive will not without the express prior
                 written approval of the Board of Directors of the Company (A)
                 directly or indirectly, in one or a series of transactions,
                 recruit, solicit or otherwise induce or influence any
                 proprietor, partner, stockholder, lender, director, officer,
                 employee, sales agent, joint venturer, investor, lessor,
                 supplier, customer, agent, representative or any other person
                 which has a business relationship with the Company or
                 SPACEHAB, Incorporated or had a business relationship with the
                 Company or SPACEHAB, Incorporated within the twenty-four (24)
                 month period preceding the date of the incident in question,
                 to discontinue,





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                 reduce or modify such employment, agency or business
                 relationship with the Company or SPACEHAB, Incorporated, or
                 (B) employ or seek to employ or cause any Competitive Business
                 to employ or seek to employ any person or agent who is then
                 (or was at any time within six months prior to the date
                 Executive or the Competitive Business employs or seeks to
                 employ such person) employed or retained by the Company or
                 SPACEHAB, Incorporated.  Notwithstanding the foregoing,
                 nothing herein shall prevent Executive from providing a letter
                 of recommendation to an employee with respect to a future
                 employment opportunity.

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

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

                 9.       Inventions

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

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

                 10.      Definitions

                 "Business" means (a) the design, manufacture, lease and
operation of pressurized habitable space capsules and those other businesses
and activities that are described in the SPACEHAB, Incorporated's Form 10-K for
the fiscal year ended June





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30, 1997, or (b) any similar, incidental or related business conducted or
pursued by, or engaged in, or proposed to be conducted or pursued by or engaged
in, by the Company or SPACEHAB, Incorporated prior to the date hereof or at any
time during the Term of Employment.

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

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

                 "Company" is defined in the introduction.

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

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

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

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

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

                 "Non-Interference Period" means the period commencing on the
date of this Agreement and continuing through the twelfth month anniversary of
the termination





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of the Term of Employment.

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

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

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

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

                 11.      Notice

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

                 If to Executive:          Chester M. Lee
                                           1506 Smith Street
                                           McLean, VA 22101

                 If to Company:            SPACEHAB, Incorporated
                                           1595 Spring Hill Road, Suite 360
                                           Vienna, Virginia 22182
                                           Attention:  Chairman

                                           with a copy to:
                                           Frank E. Morgan II
                                           Dewey Ballantine LLP
                                           1301 Avenue of the Americas
                                           New York, New York 10019-6092

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

                 12.      Previous Agreements; Executive's Representation

                 (a)      Attached hereto as Annex A is the Employment and
Non-Interference Agreement, by and between Executive and SPACEHAB, Incorporated
(the "Prior Employment Agreement").  Executive hereby cancels, voids and
renders without





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force and effect the Prior Employment Agreement, and the Executive releases and
discharges the Company and its parent, SPACEHAB, Incorporated from any further
obligations or liabilities thereunder.  Notwithstanding the foregoing, the
terms and provisions in the Prior Employment Agreement relating to any grants
of stock options or other derivative securities for the purchase of SPACEHAB,
Incorporated's common stock, no par value per share, shall remain in full force
and effect and shall not be amended in any manner as a result of the execution
of this Agreement.

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

                 13.      Other Matters

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

                 14.      Validity

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

                 15.      Severability

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

                 16.      Waiver of Breach; Specific Performance

                 The waiver by the Company or Executive of a breach of any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any





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

                 17.      Assignment; Third Parties

                 Neither Executive nor the Company may assign, transfer,
pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of
his or its respective rights or obligations hereunder, without the prior
written consent of the other.  The parties agree and acknowledge that each of
the Companies and the stockholders and investors therein are intended to be
third party beneficiaries of, and have rights and interests in respect of,
Executive's agreements set forth in Sections 7, 8 and 9.

                 18.      Amendment; Entire Agreement

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

                 19.      Litigation

                 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, EXCEPT
THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN
THAT OF VIRGINIA, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR
ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE
ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE
OF ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON.  SUBJECT TO
SECTION 20, EXECUTIVE AND THE





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COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS
AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE STATE OF VIRGINIA OR THE UNITED
STATES DISTRICT COURTS IN ARLINGTON, VIRGINIA.  EXECUTIVE AND THE COMPANY
CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS
AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF FORUM
SET FORTH IN THIS SECTION 19 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF
ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS
AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.

                 20.      Arbitration

                 EXECUTIVE AND THE COMPANY AGREE THAT ANY DISPUTE BETWEEN OR
AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS
AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY
COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT,
SHALL BE SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN
ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION.  SUCH ARBITRATION SHALL TAKE PLACE IN ARLINGTON, VIRGINIA, AND
SHALL BE SUBJECT TO THE SUBSTANTIVE LAW OF THE STATE OF VIRGINIA.  DECISIONS
PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES.  UPON THE CONCLUSION OF ARBITRATION, EXECUTIVE OR THE COMPANY MAY
APPLY TO ANY COURT OF THE TYPE DESCRIBED IN SECTION 19 TO ENFORCE THE DECISION
PURSUANT TO SUCH ARBITRATION.  IN CONNECTION WITH THE FOREGOING, THE PARTIES
HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS
RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.

                 21.      Further Action

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

                 22.      Counterparts

                 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

                 23.      Intended Beneficiary

                 Executive and the Company acknowledge and agree that SPACEHAB,
Incorporated is an intended third party beneficiary under this Agreement and
that SPACEHAB, Incorporated will be entitled to enforce its rights and
privileges under this Agreement as if it were a party thereto.





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

                                   EXECUTIVE:


                                       /s/  CHESTER M. LEE
                                   ---------------------------------
                                         Chester M. Lee



                                   ASTROTECH SPACE OPERATIONS, INC.

                                   By: /s/  GEORGE D. BAKER
                                       -----------------------------
                                       Name:  George D. Baker
                                       Title: Vice President,
                                              Astrotech Space Operations






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