<PAGE>   1

     "Portions of this Exhibit have been omitted pursuant to a request for
    confidential treatment. The omitted portions, marked by ****, have been
                     separately filed with the Commission."

                                                                  EXHIBIT 10.103

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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

                                                                   PAGE 1 OF 18
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                                 Subcontract Type:           Firm Fixed Price
                                 Security Classification:    NA
                                 Prime Contract Number:      Various Commercial
                                 Supplier Number:
                                 Account Number:
                                 DPAS Priority Rating:       Not Applicable
                                 Cost Charge No. (CCN):      See Section G.3(c)
                                 Terms Of Payment:           Net 30 Days

Astrotech Space Operations, Inc.
6305 Ivy Lane, Suite 520
Greenbelt, MD 20770-06318

This Firm Fixed Price (FFP) Subcontract is hereby placed with Astrotech Space
Operations, Inc. (hereinafter referred to as "Astrotech," "ASO," Subcontractor,"
"Supplier," or "Seller") by McDonnell Douglas Corporation, a wholly owned
subsidiary of The Boeing Company, Huntington Beach, California (hereinafter
referred to as "MDC" or "Buyer") for the goods and services described herein,
and is subject to the terms and conditions set forth thereto.

Authority to Proceed 99797075 and amendments/changes thereto were issued in
contemplation of the execution of this Firm Fixed Subcontract, and are hereby
superseded in their entirety by this Subcontract. Any and all acts of
performance performed under the Authority to Proceed, as amended/changed, shall
be deemed performed under the applicable provisions of this Subcontract.

This Subcontract constitutes the entire understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
representations and agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Subcontract effective
as of the date executed by MDC below:

                                              MCDONNELL DOUGLAS CORPORATION

By:                                         By:
   --------------------------------            --------------------------------

Typed/Printed Name:                         Typed Name:
                   ----------------                     -----------------------
                                                            (AUTHORIZED AGENT)

Title:                                      Title:
      -----------------------------               -----------------------------

Date:                                       Date:
      -----------------------------               -----------------------------


                           END OF COVER/SIGNATURE PAGE
================================================================================

<PAGE>   2
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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

                                        DRAFT                      PAGE 2 OF 18
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                             CONTENTS OF SUBCONTRACT

COVER/SIGNATURE PAGE

CONTENTS OF SUBCONTRACT

SECTION A       SPECIAL AGREEMENTS AND OTHER IMPORTANT PROVISIONS AND
                NOTIFICATIONS

                A.1      ORDER OF PRECEDENCE
                A.2      SUBCONTRACT MODIFICATIONS ( AND LIVING CONTRACT)

SECTION B       GOODS/SERVICES AND PRICES

                B.1      TYPE OF SUBCONTRACT
                B.2      STATEMENT OF REQUIREMENTS
                B.3      GOODS/SERVICES, PRICES AND SUBCONTRACT LINE ITEM
                         NUMBERS (SCLINs)
                B.4      PAYMENT AND BILLING (Receipt of Goods/Services)

SECTION C       SUPPLIER WORK STATEMENT /SPECIFICATIONS

                C.1      SUPPLIER WORK STATEMENT
                C.2.     RESERVED

SECTION D       RESERVED

SECTION E       INSPECTION AND ACCEPTANCE/QUALITY ASSURANCE

                E.1      INSPECTION AND ACCEPTANCE
                E.2      QUALITY ASSURANCE

SECTION F       DELIVERY/PERFORMANCE

                F.1      DELIVERY
                F.2      PAYLOAD PROCESSING SERVICES

SECTION G       SUBCONTRACT ADMINISTRATION DATA

                G.1      TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES
                G.2      COMMUNICATIONS
                G.3      SUBMISSION OF INVOICES
                G.4      PAYMENT TERMS
                G.5      CALIFORNIA SALES - USE TAX


<PAGE>   3

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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

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                         CONTENTS OF SUBCONTRACT (cont.)

SECTION H       SPECIAL PROVISIONS

                H.1      PLACE OF PERFORMANCE
                H.2      BUYER/GOVERNMENT FURNISHED SPECIAL TOOLING, SPECIAL
                         TEST EQUIPMENT, MATERIAL, AND/OR FACILITIES
                H.3      DPAS PRIORITY RATING
                H.4      IDENTIFICATION OF RESTRICTIONS ON GOVERNMENT RIGHTS IN
                         TECHNICAL DATA  AND COMPUTER SOFTWARE
                H.6      PRIORITY USAGE OF BUILDING 9
                H.7      UPLINK AND DOWNLINK CAPABILITY BETWEEN COMPLEX 37 AND
                         ASTROTECH
                H.8      EXCLUSIVITY
                H.9      PAYLOAD FAIRING ACCESS PLATFORMS
                H.10     DAMAGE TO PERSONS OR PROPERTY INVOLVED IN PAYLOAD
                         PROCESSING ACTIVITY
                H.11     SCHEDULE AND FACILITY ASSIGMENTS
                H.12     TERMINATION

SECTION I       GENERAL PROVISIONS

                I.1       TERMS AND CONDITIONS GUIDE
                I.2       MODIFICATIONS TO  GENERAL PROVISIONS (full text)
                I.3       ADDITIONAL FULL-TEXT PROVISIONS

SECTION J       LIST OF DOCUMENTS, EXHIBITS AND ATTACHMENTS APPLICABLE TO THIS
                SUBCONTRACT


                            END OF TABLE OF CONTENTS

================================================================================



<PAGE>   4
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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

                                        DRAFT                      PAGE 4 OF 18
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SECTION A - SPECIAL AGREEMENTS AND OTHER IMPORTANT PROVISIONS AND NOTIFICATIONS

A.1      ORDER OF PRECEDENCE

         In the event of an inconsistency between any of the provisions of this
         Subcontract, the inconsistency shall be resolved by giving precedence
         to the provisions of the Subcontract in the following order:

         1.       Cover/Signature Page and Sections A through H (Schedule
                  Provisions)
         2.       NonDisclosure Agreement (NDA), (if applicable)
         3.       Contract Security Classification Specification (DD Form 254),
                  (if applicable)
         4.       Supplier Work Statement 7075
         5.       Section I (General Provisions)
         6.       All Other Attachments, Exhibits and Documents listed in
                  Section J

         Sections A through H comprise the "Schedule" of this Subcontract.

A.2      SUBCONTRACT MODIFICATIONS (AND LIVING CONTRACT)

         Modifications to this Subcontract shall be made through the issuance of
         a Supplemental Agreement or Administrative Contract Funding Order
         (ACFO), which will delineate therein the stated modification, and
         identify the changed Subcontract page(s). Changed portions of the
         Subcontract language will be marked in bold type. For Seller's
         convenience, replacement pages containing the Subcontract modifications
         will be provided, so that at all times, the Seller will possess a
         complete, corrected and coherent text of the Subcontract. Each
         replacement page shall be marked with the Subcontract number,
         modification number, and date.

                                END OF SECTION A

================================================================================



<PAGE>   5

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                                        DRAFT                      PAGE 5 OF 18
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SECTION B - GOODS/SERVICES AND PRICES

B.1      TYPE OF SUBCONTRACT

         The Subcontract awarded hereunder is a firm fixed price (FFP), type
         Subcontract. Under FFP contracting, the Seller shall provide
         goods/services at a price that is not subject to any adjustment on the
         basis of the Seller's cost experience in performing the subcontract. In
         FFP contracting, the Seller bears the entire risk of cost and
         performance.

B.2      STATEMENT OF REQUIREMENTS

         In accordance with the Subcontract, Seller shall provide all materials,
         labor, equipment and facilities, except as specified herein to be
         furnished by the Buyer and/or Government, and shall do all that is
         necessary or incident to the satisfactory and timely performance of the
         SCLINs listed below.

B.3      SERVICES, PRICES AND SUBCONTRACT LINE ITEM NUMBERS (SCLINs)

  (a)    Price.  MDC shall pay Astrotech a firm fixed price fee for the Basic
         Services provided for each Payload under this Subcontract (hereinafter
         called "Service Fee"). The Service Fee shall be determined by the
         actual launch date of the respective Payload in accordance with the
         price schedule set forth below. In addition, MDC shall pay Astrotech
         any additional charges agreed to or otherwise due and payable under
         this Subcontract. The Service Fee and any such additional charges are
         exclusive of any federal, state or local tax, if applicable. Although
         as of the effective date of this subcontract no such taxes are
         applicable, should such taxes become applicable they shall be added to
         the amount to be paid by MDC to Astrotech.

<TABLE>
<CAPTION>
               ----------------------------------------------------------------------------------
                Calendar Year     Guaranteed Quantity       Price        Excess Quantity Price
               ----------------------------------------------------------------------------------
<S>                                <C>                    <C>              <C>
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
                     ***             **** Missions           ***                  ***
               ----------------------------------------------------------------------------------
</TABLE>

  (b)    Dual manifested GEO spacecraft will be charged ****. Multiple-LEO/GEO
         constellation spacecraft missions will be charged as **** assuming a
         single spacecraft manufacturer for all satellites on a single flight.

  (c)    Should the guaranteed quantity of services not be required in any given
         year, a credit for a maximum of **** missions will be carried over to
         the next contract year. The credits would then expire at the end of
         that contract year and be applied only after the processing of the
         guaranteed quantity of missions stipulated above for that year.


<PAGE>   6

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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

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B.4      PAYMENT AND BILLING (Receipt of Goods/Services)

  (a)    The parties agree that the basis for payment under this Subcontract is
         the performance of acceptable services.

  (b)    Seller shall bill Buyer for each completed item of services. Buyer
         shall pay Seller upon receipt of the following: a properly prepared
         Seller's invoice and acceptable services. Seller shall prepare and
         submit the aforementioned invoice in accordance with Subcontract
         Sections G.3 and G.4.

  (c)    Payments. All payments defined in this subcontract shall be (i) in
         United States Dollars, (ii) payable to Astrotech Space Operations,
         Inc., and (iii) delivered, at MDC expense, to the offices of Astrotech
         Space Operations, Inc. at 6305 Ivy Lane, Suite 520, Greenbelt, Maryland
         20770-6318 (or other address specified by Astrotech in writing) within
         thirty (30) days of receipt of the invoice by MDC. All payments made
         under this Subcontract shall reference the number of the applicable
         Mission Exhibit shown on the cover page of the Mission Exhibit.

  (d)    Billing Schedule. Each Mission Exhibit of this Subcontract sets forth
         the billing schedule for payment of the Service Fee applicable to that
         particular Payload. The amount and billing dates of the three scheduled
         Service Fee partial payments are determined pursuant to Sections (1),
         (2), and (3) below. In addition to invoicing MDC for the three
         scheduled Service Fee partial payments, Astrotech shall provide MDC a
         separate invoice for any additional charge agreed to or otherwise due
         and payable under this Subcontract pursuant to Section (4) below,
         unless otherwise expressly provided for in this Subcontract. Each
         invoice shall be due and payable upon receipt by MDC.

            (1) Deposit and First Partial Payment. On the effective date of each
                Mission Exhibit, MDC will be billed five percent (5%) of the
                Service Fee for that particular Payload to be processed at
                Astrotech TICO under this Subcontract.

            (2) Second Partial Payment. Thirty (30) days prior to the beginning
                of the Occupancy Period for each particular Payload, MDC will be
                billed forty-five percent (45%) of the Service Fee applicable to
                that particular Payload plus any adjustments to the First
                Partial Payment required due to a change in the scheduled launch
                date subsequent to the effective date of the applicable Mission
                Exhibit. The cumulative total of the First and Second Partial
                Payments will equal fifty percent (50%) of the applicable
                Service Fee.

            (3) Third Partial Payment. On the last day of the Occupancy Period
                or when the customer vacates the facility for each particular
                Payload, MDC will be billed fifty percent (50%) of the Service
                Fee applicable to that particular Payload plus any adjustments
                to the First and Second Partial Payments required due to a
                change in the launch date subsequent to the Second Partial
                Payment billing date of the applicable Mission Exhibit. The
                cumulative total of the First, Second, and Third Partial
                Payments will equal one hundred percent (100%) of the applicable
                Service Fee based upon the actual launch date.

            (4) Final Billing. As soon as practicable, but not later than sixty
                (60) days after the customer vacates the facility for each
                particular Payload, MDC will be invoiced for any additional
                charges agreed to or otherwise due and payable for that
                particular Payload under this Subcontract.

  (e)    Payment for Guaranteed Minimum Quantity For any calendar year in which
         MDC fails to meet the minimum quantity guarantee specified in Section
         B.3 (a), Astrotech will submit an invoice to MDC for the amount equal
         to the guaranteed quantity minus the actual number of payloads
         processed and launched in that calendar year times the mission price
         for that year. This invoice will be submitted on the first business day
         of January in the following calendar year in which the shortfall
         occurred in accordance with Section B.4 (c) above. Payment by MDC for
         missions guaranteed but not processed will result in a mission
         credit(s) governed by Section B.3 (c).

<PAGE>   7



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                                END OF SECTION B

================================================================================

SECTION C - STATEMENT OF WORK/SPECIFICATIONS

C.1      SUPPLIER WORK STATEMENT

         The goods/services which the Seller is to provide are stated in Section
         B hereof, and shall be furnished in accordance with the Subcontract
         schedule provisions and any referenced Supplier Work Statement
         documents set forth in Section J, which are incorporated herein by this
         reference.

C.2      RESERVED

                                END OF SECTION C

================================================================================

SECTION D - RESERVED

                                END OF SECTION D

================================================================================
<PAGE>   8

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SECTION E - INSPECTION AND ACCEPTANCE/QUALITY ASSURANCE

E.1      INSPECTION AND ACCEPTANCE

  (a)    All goods and services shall be subject to in-process inspection/test
         by the Buyer at the Seller's facility to the extent practicable at all
         times during the period of performance and, in any event, prior to
         shipment. If the Buyer performs inspection or evaluation on the
         premises of the Seller or its subcontractor(s), the Seller shall
         furnish and require its subcontractor(s) to furnish, without additional
         charge, all reasonable facilities and assistance for the safe and
         convenient performance of these duties.

  (b)    The provisions of Section E are in addition to any other inspection and
         acceptance provisions of the Subcontract. In the event of a conflict
         between Section E and any other inspection and acceptance provisions of
         the Subcontract, including the inspection and acceptance provisions set
         forth by the Subcontract Statement of Work and the Subcontract General
         Provisions, the full text provisions of Section E shall prevail.

                                END OF SECTION E

================================================================================

SECTION F - DELIVERY/PERFORMANCE

F.1   DELIVERY

         During the period 27 October 1999 through ****, Astrotech will be
         expanding their facilities to support this subcontract prior to the
         start of the Period of Performance set forth in Section F.2 below.
         During this period, MDC and Astrotech agree that the termination
         liability amounts specified in Section H.12 (a) are in effect.

F.2      PAYLOAD PROCESSING SERVICES

         Payload processing services period of performance is **** through ****.
         The occupancy date is ****, at which time the new Spacecraft Processing
         Facility (SPF) built in accordance with the SWS specified in Section J
         will be available to support the Delta IV 5 meter fairing pathfinder
         effort.

                                END OF SECTION F

================================================================================
<PAGE>   9

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SECTION G - SUBCONTRACT ADMINISTRATION DATA

G.1      TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

  (a)    The following technical and administrative representatives of the Buyer
         and Seller are hereby designated for this Subcontract:

         Seller's Representatives are:       Buyer's Representatives are:
         Lloyd S. Erickson                   Norm Yearsley
         Technical Representative            Technical Representative

         John Satrom                         Kim E. Palchikoff
         Contract Representative             Subcontract Representative

         In the event Kim E. Palchikoff is not available, Martin Vande Ven or
         his duly authorized representative shall serve as Buyer's Subcontract
         Representative. In the event John Satrom is not available, his/her duly
         authorized representative shall serve as Seller's Contract
         Representative.

  (b)    The Buyer's Technical Representative is responsible for day-to-day
         clarifications, guidance and technical direction as may be required
         within the scope of the technical work requirements. "Technical
         direction" shall be in accordance with the "Technical Direction"
         provision of the General Provisions of the Subcontract.

  (c)    Contact with the Buyer regarding prices, terms, quantities, deliveries,
         and financial adjustments shall be made only between the Buyer's
         Subcontract Representative and the Seller's Contract Representative.
         Actions taken by the Seller, which by their nature effect a change to
         this Subcontract, shall only be binding upon the Buyer when such action
         is specifically authorized in writing by the Buyer's Subcontract
         Representative. Unless specified otherwise in this subcontract, all
         written communications between Seller and Buyer shall be addressed and
         directed to the Buyer's Subcontract Representative and Seller's
         Contract Representative.

  (d)    The Buyer shall be responsible for all liaison and communications with
         the Buyer's customer as well as the Buyer's other subcontractors for
         the term of this Subcontract. The Seller shall not communicate with the
         Buyer's customer nor the Buyer's other subcontractors regarding this
         Subcontract except with the prior consent of the Buyer.

  (e)    No verbal or written request, notice, authorization, direction or order
         received by the Seller shall be binding upon the Buyer, or serve as the
         basis for a change in the Subcontract, unless issued (or confirmed) in
         writing by the Buyer's Subcontract Representative.

  (f)    The Seller shall immediately notify the Buyer's Subcontract
         Representative whenever a verbal or written change notification has
         been received from an employee of the Buyer (other than the Subcontract
         Representative), which would affect any of the terms, conditions, cost,
         schedules, etc., of this Subcontract, and the Seller is to perform no
         work or make any changes in response to any such notification or make
         any claim on Buyer unless the Buyer's Subcontract Representative
         directs the Seller, in writing, to implement such change notification.


<PAGE>   10

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MCDONNELL DOUGLAS CORPORATION                           SUBCONTRACT NO. 99797075

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G.2       COMMUNICATIONS

         All notices and other binding communications shall be in writing and
         sent by cable, telex, U.S. mail, telefax, or other customary means,
         addressed as follows:

<TABLE>
<CAPTION>
         Seller:                               Buyer:
<S>                                          <C>
         Astrotech Space Operations, Inc.      McDonnell Douglas Corporation
         6305 Ivy Lane, Suite 520              5301 Bolsa Avenue
         Greenbelt, MD 20770-06318             Huntington Beach, CA 92647-2099
           Attn:  John Satrom                    Attn: Kim E. Palchikoff, M/C H012-C215
</TABLE>

         or to such other address as the Seller's Contract Representative or
         Buyer's Subcontract Representative shall designate by written notice.
         All correspondence, data and reports submitted by the Seller shall
         reference the Subcontract number.

G.3      SUBMISSION OF INVOICES

  (a)    For each shipment of goods or completed item of services, Seller shall
         submit invoices no more than once a month, in triplicate (one original
         and two copies) and addressed as follows:

         (1)    Original and one (1) copy to:
                       McDonnell Douglas Corporation
                       Accounts Payable - M/C 2761371
                       P. O. Box 66856
                       St. Louis, MO 63166-6856

         (2)    Fax one (1) copy to:
                       McDonnell Douglas Corporation
                       5301 Bolsa Avenue
                       Huntington Beach, California 92647-2099
                       Attention:  Kim E. Palchikoff
                                    M/C H012-C215

  (b)    Seller's invoices and attachments thereto shall contain the following
         information, as applicable: Seller's name and business address, date of
         invoice, Subcontract number, Buyer's internal accounting numbers or
         Cost Charge Numbers (CCNs), name of Buyer's designated Subcontract
         Representative, description of services, extended totals, Seller's
         signature and payment terms.

  (c)    Invoices submitted without the above information may be returned to the
         Seller for correction.

G.4      PAYMENT TERMS

         Determination of payment due date, whether under net or discount terms,
         will be based on the latest of (i) the date services are performed;
         (ii) the date provided in this Subcontract for the completion of
         services, or (iii) the date an accurate invoice is received. Payment
         will be deemed to have been made when deposited in the mail. Payment
         terms are Net 30 days.

G.5      CALIFORNIA SALES - USE TAX

         All goods and services purchased under this Subcontract are for resale.
         Buyer's California Tax Permit No. is SY-ADA-98-003153.

                                END OF SECTION G

================================================================================
<PAGE>   11

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SECTION H - SPECIAL PROVISIONS

H.1      PLACE OF PERFORMANCE

         The work under this Subcontract shall be performed at the Seller's
         Facility located at Titusville, Florida.

H.2      BUYER/GOVERNMENT FURNISHED SPECIAL TOOLING (ST), SPECIAL TEST
         EQUIPMENT (STE), PLANT EQUIPMENT (PE), MATERIAL, AND/OR FACILITIES

  (a)    Pursuant to the Property Clause of this Subcontract, the Buyer shall
         furnish for use in the performance of this Subcontract, the following
         Buyer and/or Government-furnished ST, STE, PE, material, and/or
         facilities identified in paragraphs (b) and (c) below on or before the
         date(s) specified.

  (b)    Buyer Furnished ST, STE, PE, material, and/or facilities:  None

  (c)    Government Furnished ST, STE, PE, material, and/or facilities:  None

H.3      RESERVED

H.4      IDENTIFICATION OF RESTRICTIONS ON GOVERNMENT RIGHTS IN TECHNICAL DATA
         AND COMPUTER SOFTWARE

  (a)    In accordance with the Section I General Provisions pertaining to data
         rights, the Subcontractor has identified the technical data and/or
         computer software listed in paragraph (b) below, that may be delivered
         by Seller with other than unlimited rights.

  (b)    None

H.5      PRIORITY USAGE OF BUILDING 9

         During the period of performance specified in Section F.2, Astrotech
         will offer to MDC the use of the Building 9 Spacecraft Processing
         Facility on a "First Right of Refusal" basis. Should another Astrotech
         customer request use of Bldg. 9, Astrotech will contact MDC in writing
         to offer MDC the opportunity to occupy the specified areas of the
         facility during the requested period. MDC shall have 15 calendar days
         to provide written response to Astrotech regarding their intention to
         occupy the facility during the stated period or to release it for
         another customer's use. Should MDC request use of Bldg. 9 during the
         period specified, a program Mission Exhibit between Astrotech and MDC
         will be prepared and executed reserving the specified Bldg. 9 areas.

H.6      ROADWAY OVERHEAD OBSTRUCTIONS

         Astrotech accepts the cost and responsibility for raising/relocating
         any overhead obstructions along the roadway from the Astrotech facility
         to Launch Complex 17 and/or 37. Consideration for this effort is
         included in the price schedule contained in Section B3(a) of this
         document.

H.7      UPLINK AND DOWNLINK CAPABILITY BETWEEN COMPLEX 37 AND ASTROTECH

         Technical resolution for spacecraft uplink and downlink capability
         between Complex 37 and Astrotech has not been accomplished. An
         acceptable solution will be developed between Astrotech and MDC. Any
         such improvement to the communications requirements would be subject to
         an equitable adjustment. As a mitigation measure, Astrotech will
         maintain their current RF communication capability.


<PAGE>   12

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H.8      EXCLUSIVITY

         MDC will utilize Astrotech services exclusively from **** through ****
         for the prelaunch processing of the payloads for all commercial Delta
         launches during the duration of this subcontract, except as MDC may be
         directed by the Government to utilize Government facilities for a
         Government Payload, or as a commercial Customer may elect to separately
         contract with another entity other than MDC for or provide their own
         payload processing services or takes exception to the use of Astrotech
         for payload processing services, or upon the written acknowledgement by
         Astrotech that it is unable to adequately satisfy an essential
         requirement for a particular Payload.

H.9      PAYLOAD FAIRING ACCESS PLATFORMS

         Astrotech, at their expense, will design and construct the required
         payload fairing access platforms based on MDC's design requirements.
         MDC has provided a detailed design requirements document which will be
         used by Astrotech to determine the target cost for the project,
         currently estimated at ****. This target cost, to include the cost of
         financing, will be provided by Boeing no later than 31 January 2000 and
         will form the cost basis for this item on the contract. Boeing will be
         billed back on a cost per mission basis spread over the firm missions
         each year for the full **** years of the contract (**** missions). If
         the cost is less than the agreed to target cost, Boeing and Astrotech
         share the savings equally. In the event that the cost exceeds the
         target, but is less than ****% of the value, Boeing and Astrotech share
         the increase equally. In the event that the cost for the access
         platforms exceeds ****% of the targeted cost, Boeing agrees to review
         and accept a claim for an equitable price adjustment unless Astrotech
         is found to be negligent in its performance. Should Boeing change the
         design requirements following the establishment of the target price
         that results in an increase to the cost to design and build the
         platforms, Boeing will agree to review and accept a claim for an
         equitable price adjustment in the amount of such increase.


<PAGE>   13
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H.10     DAMAGE TO PERSONS OR PROPERTY INVOLVED IN PAYLOAD PROCESSING ACTIVITY

  (a)    Inter-Party Waiver of Liability.  In carrying out this Agreement,
         Astrotech and MDC will respectively utilize their property and
         employees in Payload Processing Activity in close proximity to one
         another and to others. Furthermore, the parties recognize that all
         participants in Payload Processing Activity are engaged in the common
         goal of meaningful exploration, exploitation and uses of outer space.
         In furtherance of this goal, the parties hereto agree to a no-fault,
         no-subrogation, inter-party waiver of liability pursuant to which each
         party agrees not to bring a claim in arbitration or otherwise against
         or sue the other party, and agrees to absorb the financial and any
         other consequences for Damage it incurs to its own property and
         employees as a result of participation in Payload Processing Activity,
         irrespective of whether such Damage is caused by Astrotech, MDC,
         Customer, or other participants in Payload Processing Activity, and
         regardless of whether such Damage arises through negligence of any
         degree or kind or otherwise (except for Damage caused by willful
         misconduct). Thus, the parties, by absorbing the consequences of damage
         to their property and employees without recourse against each other or
         other participants in Payload Processing Activity, jointly contribute
         to the common goal of meaningful exploration, exploitation and uses of
         outer space.

  (b)    Extension of Inter-Party Waiver.  The parties agree that this common
         goal will also be advanced through extension of the inter-party waiver
         of liability to other participants in Payload Processing Activity.
         Accordingly, the parties agree to use best efforts to extend the waiver
         as set forth in Clause H.10, Part (a) above to Customer and other
         customers of Astrotech and to contractors and subcontractors at every
         tier of Astrotech, MDC, Customer, other customers of Astrotech, and to
         all other participants in Payload Processing Activity, as third party
         beneficiaries, whether or not such participants causing damage bring
         property or employees to the Astrotech Facility or retain title to or
         other interest in property provided by them to be used, or otherwise
         involved, in Payload Processing Activity. Further, MDC will use best
         efforts to require that Customer extend the waiver as set forth in
         Clause H.10, Part (a) above to (i) all other persons and entities to
         whom it assigns all or part of its right to Services, and (ii) any
         person or entity to whom Customer has sold or leased or otherwise
         agreed to provide all or any portion of its Payload or Payload
         services. The parties agree that if they are unsuccessful in flowing
         down the provisions of Clause H.10, Part (a) to a customer, contractor,
         subcontractor, or the other persons and entities described above, each
         agrees to provide written notice thereof within 30 days of such
         failure. In addition, the party that is unsuccessful in flowing down
         Clause H.10, Part (a) shall, at its option, be obligated to procure or
         maintain insurance to indemnify the other party, its customers,
         contractors and subcontractors consistent with the requirements of
         Clause H.10, Part (a) or in the alternative to pay the other party all
         reasonable costs incurred in connection with that party procuring or
         maintaining additional insurance to indemnify that party its customers,
         contractors and subcontractors consistent with the requirements of
         Clause H.10, Part (a), and/or in the alternative to self insure for any
         damage not covered by insurance. In the event either party fails to
         fulfill its obligations under this Clause H.10, Part (b), said party
         agrees to indemnify the other party and other participants in Payload
         Processing Activity for any Liability they may sustain as a result of
         such failure.

   (c)   The parties agree in lieu of any provisions provided in Clause H.10,
         Part (b), Astrotech may at its sole option, and with no contractual or
         legal liabiliity to MDC, refuse to process any payload of an MDC
         customer who has refused to execute the Inter-party Waiver of Liability
         as set forth in Clause H.10, Parts (a) and (b). The aforementioned
         right of Astrotech shall be subject to Astrotech providing preliminary
         notice to MDC (not later than 45 days after MDC's Clause H.10, Part (b)
         notification) of Astrotech's intent not to process a payload and also
         subject to Astrotech's agreement to provide good faith support to any
         MDC efforts to convince its customer(s) to accept the Inter-party
         Waiver of Liability provision prior to Astrotech's final decision to
         invoke its rights under Clause H.10, Part (c).


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H.11     SCHEDULE AND FACILITY ASSIGNMENT

  (a)    Occupancy Period. The period of time agreed to by MDC and Astrotech
         during which MDC and Customer will reside at the Astrotech Facility or
         otherwise receive Services for each Payload to be processed under this
         Subcontract (hereinafter called "Occupancy Period") and the launch date
         upon which the Occupancy Period is based shall be determined and set
         forth in the Mission Exhibit of this Subcontract applicable to the
         particular Payload. Such Mission Exhibit shall also contain the
         schedules and assignments for the use of the facilities within
         Astrotech TICO, as applicable, by MDC and Customer.

  (b)    Key Dates. Key milestone dates relating to all critical events that
         could affect the Occupancy Period or Services to be performed for each
         Payload under this Subcontract shall be exchanged between the MDC
         Technical Manager and the Astrotech Technical Manager. Each party shall
         advise the other, in a timely manner, of any event which occurs that
         would significantly alter the agreed to Occupancy Period or Services.

  (c)    Schedule Changes.  MDC and Astrotech recognize that the nature of
         spaceflight activity is such that schedules must sometimes be changed,
         often for reasons beyond the control or reasonable predictive ability
         of MDC, Customer, or Astrotech. In the event that a change in the
         Occupancy Period or in the schedules for the use of the respective
         Astrotech facilities for a particular Payload becomes necessary by MDC,
         Customer, or Astrotech, the parties agree to work together to
         accommodate the particular rescheduling request (including, if
         necessary, changes in the assignments for the use of the respective
         Astrotech facilities, and overtime and weekend work by Astrotech, MDC
         and Customer, and their respective contractors and subcontractors), in
         a manner that will be mutually acceptable, satisfy the established
         launch schedules, and be compatible with the established or changed
         schedules of the other customers of Astrotech. Once the need for such a
         change has been recognized by either party, that party shall promptly
         notify the other party of the particular rescheduling or reassignment
         request, and the related circumstances. Any officially announced change
         (by letter, press release, or other formal means) in the launch date
         for a particular Payload that is more than one week from the launch
         date upon which the current Occupancy Period is based shall be deemed
         to be notification to Astrotech of a request to change the Occupancy
         Period, unless MDC otherwise notifies Astrotech in writing.

  (d)    Schedule Changes Requested or Caused by MDC.  In the event that MDC
         requests or causes a change (including that resulting from an
         officially announced change in launch date) in the Occupancy Period or
         the schedule for the use of the respective Astrotech facilities for a
         particular Payload, as long as the resulting change does not exceed the
         duration of the previously established schedule such change shall not
         affect the Service Fee or other charges to MDC, except that MDC shall
         be charged any increase or credited with any decrease in the Service
         Fee applicable to any change in launch date associated with the
         rescheduled Occupancy Period in accordance with Section B.3(a), Price
         Schedule. In the event that MDC requests or causes a change in the
         Occupancy Period for a particular Payload which results in Customer
         vacating the Astrotech Facility after the beginning of the Occupancy
         Period, MDC shall also be charged a pro rata share of the applicable
         Service Fee based on the portion of the Occupancy Period elapsed as of
         the date of such vacation by Customer, computed on a daily basis.

  (e)    Schedule Changes Requested by Astrotech. In the event that Astrotech
         requests and MDC agrees to a change in the Occupancy Period for a
         particular Payload, such change shall not affect the Service Fee or
         other charges to MDC, except that MDC shall be credited with any
         decrease in the Service Fee applicable to any change in launch date
         associated with the rescheduled Occupancy Period in accordance with
         Section B.3(a), Price Schedule.


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H.12     TERMINATION

(a)       Termination by MDC.

         (1)    Termination for Convenience. MDC shall have the right to
                terminate for convenience, in whole or in part, its obligation
                to obtain Astrotech Services under this Subcontract by providing
                written notification to Astrotech.

         (2)    Termination for Cause. MDC shall only have the right to
                terminate, in whole or in part, its obligation to obtain
                Astrotech Servides under this Subcontract in the event and to
                the extent THAT (i) Astrotech fails to meet a material provision
                of this Subcontract for a particular Payload, and such failure
                continues without acceptable corrective action for thirty (30)
                days following written notification to Astrotech by MDC
                indicating such failure and that MDC intends to terminate, or
                (ii) Astrotech is unable to adequately satisfy an essential
                requirement for a particular Payload and Astrotech so
                acknowledges in writing within thirty (30) days following
                written notification to Astrotech by MDC citing such inability,
                which acknowledgment shall not be unreasonably withheld by
                Astrotech.

         (3)    Termination Charge. In the event of termination by MDC pursuant
                to Section H.12, Parts (a)(1) & (a)(2), MDC shall pay Astrotech
                a Termination Charge as determined below. In the event of an
                overpayment, Astrotech shall refund the amount of such
                overpayment to MDC.

                a)  Termination for Convenience. Should MDC exercise its rights
                    to terminate this Subcontract under the provisions of
                    Section H.12, Part (a)(1), the following charges would
                    apply.

                    1)   In Whole. Should MDC terminate this Subcontract in
                         Whole before the beneficial occupancy date of the new
                         Astrotech Spacecraft Processing Facility (Bldg. 9), the
                         termination charge to MDC would be equal to the total
                         costs expended to date on the design and construction
                         of Bldg. 9 and the MDC payload fairing work platforms
                         including any related project termination charges, not
                         to exceed the amount shown in the Exhibit B Termination
                         Liability Schedule for the month in which written
                         notification was provided by MDC to Astrotech, plus any
                         payload mission charges as described in 2) below.

                         Should MDC terminate this Subcontract in Whole on or
                         after the beneficial occupancy date of the new
                         Astrotech Spacecraft Processing Facility (Bldg. 9), the
                         total termination charge to MDC would equal the amount
                         shown on the Exhibit B Termination Liability Schedule
                         for the month in which written notification was
                         provided by MDC to Astrotech.

                    2)   In Part. Should MDC terminate this Subcontract for a
                         given Payload or Payloads that represents a mission or
                         missions over and above the annual guaranteed mission
                         quantity plus potential mission credits as defined in
                         Section B.3, Parts (a) and (c), MDC shall pay Astrotech
                         as liquidated damages a pro-rated share of the Service
                         Fee applicable for that particular Payload or Payloads
                         based on the portion of the contracted Occupancy Period
                         elapsed as of the date Customer vacates the Astrotech
                         Facility, computed on a daily basis, but not less than
                         five percent (5%) of the Service Fee for that Payload,
                         plus any additional charges agreed to or otherwise due
                         and payable under this Subcontract as of the date
                         Customer vacates the Astrotech Facility. The minimum 5%
                         termination fee also applies if termination by MDC
                         occurs prior to the start of facility Occupancy Period
                         for the Payload or Payloads.

                b)  Termination for Cause. Should MDC exercise its rights to
                    terminate this Subcontract under the provisions of Section
                    H.12, Part (a)(2) above, MDC shall not be required to

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                    pay Astrotech any termination charge associated with that
                    particular Payload or Payloads.

(b)       Termination by Astrotech.

         (1)    Inability to Perform. Astrotech shall have the right to
                terminate, in whole or in part, its commitment to furnish
                Services under this Subcontract, only to the extent that
                Astrotech is prevented from performing said Services, (i) in the
                event of riot, civil strife, war, damage to or destruction of
                the Astrotech facility, natural disaster or other Act of God
                beyond the control of Astrotech, or (ii) in the event the United
                States Government terminates or fails to provide support it has
                committed to Astrotech which is necessary for Astrotech to
                perform certain Services to be provided hereunder, and Astrotech
                cannot reasonably provide other means whereby to perform such
                Services. Prior to considering termination pursuant to this
                Section H.12, Part (b)(1), Astrotech shall consult with MDC in
                order to seek alternative means of providing Services acceptable
                to MDC.

         (2)    Termination Charge. In the event of a termination of Services
                for a Payload by Astrotech pursuant to Section H.12, Part
                (b)(1), MDC shall not be required to pay Astrotech any
                termination charge. In the event of overpayment, Astrotech shall
                refund the amount of such overpayment to MDC.

                                END OF SECTION H

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SECTION I - GENERAL PROVISIONS

The below-noted terms and conditions, full text clauses, provisions and
modifications thereto are the General Provisions of the Subcontract.

I.1      TERMS AND CONDITIONS GUIDE

         The Subcontract incorporates by reference the below-listed clauses with
         the same force and effect as if they were set forth in full text. The
         clauses are in the Expendable Launch Systems (ELS) Terms and Conditions
         Guide found on the Internet at
         http://www.boeing.com/companyoffices/doingbiz/tscs .

<TABLE>
<CAPTION>
         NUMBER                            TITLE
         ------                            -----
<S>                 <C>
         GP1          Fixed Price General Provisions
         312          Seller Compliance with Occupational Safety & Health Act of
                      1970
         328          Release Void
         329          Plant Rules and Government Clearance
         333          Insurance and Minimum Requirements
         336          Release and Use of Information
         354          Safety and Accident Prevention
         390          Commercial Space Operations Support Agreement (CSOSA) -
                      Allocation of Risk and Insurance
         524          Service and Supply Provisions
         862          Additional General Provisions (Fixed Price Contract)
</TABLE>

I.2      MODIFICATIONS TO GENERAL PROVISIONS (Full Text)

         MDC Clauses cited above from the Expendable Launch Systems (ELS) Terms
         and Conditions Guide found on the Internet at
         http://www.boeing.com/companyoffices/doingbiz/tscs .

         a)  GP1, Articles 14 and 15 are hereby deleted and replaced by Clause
             H.12.
         b)  GP1, Article 16 is deleted and replaced by:  "Neither party shall
             assign any of its rights or interest in this contract or
             subcontract all or substantially all of its performance of this
             contract, without the other party's prior written consent. Such
             consent shall not unreasonably be withheld. Neither party shall
             delegate any of its duties or obligations under this contract. No
             assignment, delegation or subcontracting by either party, with or
             without the other party's consent, shall relieve either party of
             any of its obligations under this contract. This article does not
             limit either party's ability to purchase standard commercial
             supplies or raw materials. Either party may assign its right to
             monies due or to become due."

I.3      ADDITIONAL FULL-TEXT PROVISIONS

         The following additional full-text provisions apply to this
         Subcontract:

                    NONE

                                END OF SECTION I

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                                    SECTION J

                   LIST OF DOCUMENTS, EXHIBITS AND ATTACHMENTS
                         APPLICABLE TO THIS SUBCONTRACT

1.     Exhibit A, Supplier Work Statement  7075 entitled  "Payload Processing
       Services" dated 1 December 1998, as modified by the following revisions
       thereto, are incorporated herein by this reference:

<TABLE>
<CAPTION>
       Revision No.                         Date
       ------------                         ----
<S>                                         <C>
              1                             5 August 1999
              2                             15 November 1999
</TABLE>

2.     Exhibit B, Termination Liability Schedule dated 20 May 1999.

    NOTE:         *The only clauses of the Terms and Conditions Guide applicable
                   to the Subcontract are as specified in Section I of the
                   Subcontract.

                                END OF SECTION J
                               END OF SUBCONTRACT

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