AMENDMENT OF SOLICIATION/MODIFICATION OF CONTRACT

1.      CONTRACT ID CODE

2.      AMENDMENT/MODIFICATION NO.
               S/A 14

3.      EFFECTIVE DATE
               See Block 16C

4.      REQUISITION REQ. NO
               N/A

5.      PROJECT NO. (if applicable)

6.      ISSUED BY                                  CODE     BV2/Y55
               NASA/Johnson Space Center
               Space Shuttle Acquisition Management Office
               Attn:  Christine L. Mack
               Houston, TX 77058

7.      ADMINISTERED BY (if other than Item 6)            CODE

8.      NAME AND ADDRESS OF CONTRACTOR (No, street, county, State, and ZIP Code)
               SPACEHAB, Inc.
               Attn:  Nelda Wilbanks
               1595 Springhill Rd., Suite 360
               Vienna, VA 22182
CODE                                               FACILITY CODE
        9A.    AMENDMENT OF SOLICITATION NO.          9B.    DATED (SEE ITEM 11)

   x   10A.      MODIFIACTION OF CONTRACT/ORDER NO.  10B.   DATED (SEE ITEM 13)
                      NAS9-97199                                        12/18/97

11.     THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICIATIONS
____ The above  numbered  solicitation  is  amended as set forth in Item 14. The
hour and date  specified  for receipt of Offers _____ is extended,  _____ is not
extended.  Offers must  acknowledge  receipt of this amendment prior to the hour
and date  specified  in the  solicitation  or as  amended,  by on the  following
methods:

(a) By completing  Items 8 and 15, and returning  _____ copies of the amendment;
(b) By  acknowledging  receipt  of  this  amendment  on each  copy of the  offor
submitted;  or (c) By separate  letter or telegram which includes a reference to
the solicitation and amendment  numbers.  FAILURE OF YOUR  ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE  SPECIFIED  MAY RESULT IN  REJECTION  OF YOUR  OFFER.  If by virtue of this
amendment  you desire to change an offer already  submitted,  such change may be
made by telegram or letter,  provided each telegram or letter makes reference to
the  solicitation of this  amendment,  and is received prior to the opening hour
and date specified.

12.     ACCOUNTING AND APPROPRIATION DATE (if required)
          N/A

13.     THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
        THE CONTRACT/ORDER NO AS DESCRIBED IN ITEM 14.(x)

        A.  THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE 
        CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. 
        IN ITEM 10A.

        B.  THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE 
        ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation 
        date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF 
        FAR 43.103(b)

X       C.  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE 
        AUTHORITY OF:  F.3 OPTION TO EXTEND COMPLETION OF WORK

        D.  other (Specify type of modification and authority)

E.    IMPORTANT:  Contractor  ____ is not, __X___ is required to sign this 
      document and return 3 copies to the issuing office.

14.     description   of   amendment/modification   (Organized  by  UCF  section
        headings,   including   solicitation/contract   subject   matter   where
        feasible.)

The purpose of this  modification is to: (1) Reduce  Milestone 1(e) by $6,000 to
$494,999 as consideration for use of the LSLE Mine O-scope and Battery Pack; (2)
Exercise  option 4 of the  contraction in accordance with Article F.3, Option To
Extend  Completion of Work, with the exception of the date of issuance,  type of
modification ; (3) Revise Section C, Statement of Work,  sections 1.0 Scope, 2.3
Summary of Module Resources, and 3.1 Module Configuration, 3.2.1 Heat Rejection,
3.3 Power, and 5.2 Ground  Operations are modified to reference  STS-101 and the
reduced  processing time where required;  and (4) Revise the Milestone  Schedule
for the option mission.  Due to the time constraints prior to launch of STS-101,
this option is bilaterally exercised in a shorter period than 15 months prior to
the launch date. To implement the above action, the following changes are made:

1.  Article  B.3,  Milestone  Schedule,  Item 1e, is deleted in its entirety and
replaced with the following:

"                      Delivery                  Firm-Fixed
Item Number            Services                    Date                 Price

        1e   Delivery of flight-ready SPACEHAB
             single module in accordance with the
             SOW to KSC                               L-1 mo.       $   494,000"

2. Article B.2,  Firm-Fixed-Price,  (NASA  1852.216-78) (DEC 1988) is deleted in
its entirety and replaced with the following:

"B.2    FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)

The total firm-fixed price of this contract is $60,714,000.

                                (End of clause)"

3. Article B.3 entitled,  "Milestone  Schedule" is modified to add the following
milestones established as follows:

"                                                 Delivery          Firm-Fixed
Item Number                  Services               Date              Price
   4        Lease of Logistics Double Module and
            related integration services
            on STS-101 (100% NASA Allocation)
   4a       Preliminary  MRAD,  submit  CIP  
            Addendum, Delivery  of Finite Element 
            structural models, thermal models, 
            and Mission Training Plan              L-8 mo.        $ 5,023,125
   4b       Baseline MRAD, Submittal of Phase 
            III Safety Data Packages 
            (Flight & Ground)                      L-5 mo.        $ 6,139,375
   4c       All Interface Control Agreements
            (core ICD's, SIA's, PTA's)
            baselined                              L-3 mo.        $ 2,232,500
   4d       Analytical Engineering Analyses
            (Structural, Thermal, EMI/EMC and
            Acoustics) delivered to SSP            L-2 mo.        $ 1,116,250

                                                   Delivery          Firm-Fixed
Item Number         Services                         Date              Price

  4e       Delivery of flight-ready SPACEHAB
           double module in accordance with the
           SOW to KSC                                L-1 mo.       $  1,116,250
  4f       Post-flight destow process complete       R+1 mo.       $  2,232,500

SUBTOTAL STS-TBD                                                   $ 17,860,000

TOTAL PAYMENTS                                                     $ 60,714,000"
                                                                              "
4.  Statement of work sections 1.0 Scope is deleted in its entirety and replaced
    with the following to reference STS-101 where required:

"1.0  SCOPE

From time to time,  the National  Aeronautics  and Space  Administration  (NASA)
offers Space Shuttle flight  opportunities  in support of research in the fields
of materials science/processing,  biological research, fluid dynamics, etc. This
research  requires   accommodations  in  a  pressurized   habitable  volume  and
interactive  flight crew  operations.  Additionally,  outfitting  and logistical
resupply  of the  International  Space  Station  (ISS)  requires  a  pressurized
habitable  volume much  greater than that  available  in the Orbiter  middeck to
carry the necessary items. To provide flight opportunities for research missions
and to support the  logistics  needs of the ISS,  NASA must  obtain  pressurized
habitable  modules with integration  services from the private sector to augment
the present Space Shuttle Orbiter  middeck  capabilities.  Use of  unpressurized
payload accommodation  capability resulting from the installation of pressurized
habitable modules is not precluded on any mission.

In order to provide flight opportunities to a complement of research payloads on
two missions the Contractor  shall provide a SPACEHAB Single Module (SM) payload
carrier with  end-to-end  payload and mission  management,  and  integration and
operations services for Space  Transportation  System (STS) Mission-95 (STS-95),
currently  scheduled to launch on October 29, 1998. The Contractor shall provide
a Research  Double  Module (RDM)  payload  carrier with  end-to-end  payload and
mission  management,  and  integration  and operations  services for the STS-107
mission, currently scheduled to launch in September, 2000.

To support the outfitting of the ISS, the  Contractor  shall provide a Logistics
Double  Module  (LDM)  payload  carrier  with  end-to-end  payload  and  mission
management,  and  integration  and operations  services for the STS-96  mission,
currently  scheduled  to launch on May 13,  1999;  and for the STS-101  mission,
currently scheduled to launch on August 5, 1999.

To determine the degree of interest in the research and new technology community
in  commercial  space flight  opportunities  NASA will allow the  Contractor  to
contract with its commercial,  international and external  (non-NASA)  customers
for  payload  carrying  capability  (gross  payload  mass) not  required  by the
Government. No carryover of unused capacity from mission to mission, or contract
to contract, shall be allowed.

The following terms are used frequently throughout this Statement Of Work (SOW).
The term "payload"  corresponds  to all research  hardware,  samples,  logistics
items and support  equipment  carried in the SPACEHAB  module.  Also included as
"payload" are research hardware,  samples, logistics items and support equipment
carried in the Space Shuttle Orbiter crew compartment  middeck lockers for which
the Contractor has been assigned  specific  responsibility.  "Module"  refers to
either single or double module  configurations  (unless  explicitly stated) plus
the module integration hardware required to effect a complete interface with the
Orbiter.  The  integrated  module and  payload are  referred to as the  SPACEHAB
`cargo element.'"

5.  2.3 Summary of Module  Resources,  paragraph (j), is deleted in its entirety
    and replaced with the following to reference STS-101 information:

"
                        Mass          NASA Allocation     Contractor Allocation
Mission     Config.  Capability       %, (lbm), [kg]         %, (lbm), [kg]
STS-95        SM      4800 lbm       55, (2640), [1197]     45, (2160), [980]
STS-96       LDM      9000 lbm      100, (9000), [4082]              0
STS-101      LDM      9000 lbm      100, (9000), (4082)              0
STS-107      RDM      9000 lbm       82, (7380), [3347]     18, (1620), [735]

The Contractor  shall provide and maintain the pressurized  SPACEHAB modules for
each  mission.   Depending  upon  payload   requirements  and  mission  manifest
opportunity,  the SPACEHAB module  configuration may be: 1) a Single Module (SM)
configuration   (as  flown  on  STS-95)  with  a  maximum   gross  payload  mass
accommodation  capacity  of  4800  lb.;  2)  a  Logistics  Double  Module  (LDM)
configuration (as flown on STS-96 and STS-101) with a maximum gross payload mass
internal  accommodation  capability of 9000 lb.; or 3) a Research  Double Module
(RDM)  configuration  (as flown on STS-107)  with a maximum  gross  payload mass
internal accommodation  capability of 9000 lb. Note that the fully resourced RDM
is in development and is not expected to be available for flight before October,
1999.

Active  payloads  (those  requiring  extensive ICD and safety  packages,  module
electrical power, crew training, procedures and flight support), either bulkhead
or rack mounted, are not precluded on any mission. Active payloads manifested on
the STS-95 SM mission and any Research-class  mission shall nominally constitute
up to 80% of the total net ascent  payload  mass  accommodated  in the  SPACEHAB
module on those missions.  Active payload content up to 100% is not precluded on
any Research-class  mission.  Active payloads  manifested on STS-96 LDM mission,
and any  Logistics-class  mission,  shall nominally  constitute up to 20% of the
total net ascent  payload  mass  accommodated  in the  SPACEHAB  module on those
missions.  Net  ascent  payload  mass  is the  mass of the  payloads,  including
Government Furnished Equipment (GFE) or  Contractor-provided  support equipment,
less integration hardware or stowage accommodation hardware, as delivered to the
Contractor for installation for launch.

The following  table  quantifies the SPACEHAB  module  resources  which shall be
available for the payloads  defined in the STS-95,  STS-96,  STS-101 and STS-107
MRAD's. Other special-purpose  hardware,  software and services are available as
non-standard services (see Article H.8 of the contract). Generic module resource
capabilities and allocations,  (i.e. number of racks and lockers, power and heat
rejection, data transmission rate and onboard storage, etc.) will be tailored to
the specific payload complement requirements for each mission."

          SPACEHAB Module Resources Available to Payloads

                   SPACEHAB Single      Logistics Double      Research Double
                         Module               Module               Module
                         STS-95            STS-96, -101            STS-107

Gross Payload         4800 [2177]          10,000 [4535]        10,000 [4535]
Capacity (lbm) [kg]   (internal +     (internal + external)(internal + external)
                       external)
Gross Payload         4800 [2177]           9000 [4082]          9000 [4082]
Capability (lbm)[kg]  (internal +           (internal)           (internal)
                       external)
Power - on orbit       (2 SMCH)              (2 SMCH)             (4 SMCH)
DC (Watts)              3150                   3150                 5500
AC (Volt Amperes)        690                    690                 1380

Heat Rejection -        4000                   4000                 5500
on orbit (Watts)

Vacuum Venting      1 Experiment Vent      1 EVV forward        1 EVV forward
                       Valve (EVV)           1 EVV aft            1 EVV aft

Data Downlink         low rate PDI         low rate PDI        - low rate PDI
                    (discrete, analog,   (discrete, analog,        (discrete,
                     serial - 13 kbps     serial - 13 kbps      analog, serial -
                         total)               total)            26 kbps total)
                      - RS-232 via         - RS-232 via       - KuSP Channel 2
                     Serial Converter     Serial Converter      (2Mbps total)
                          Units                Units          - KuSP Channel 3
                                                                (48 Mbps total)
                                                                  - RS-232/422
                                                                    - Ethernet
                                                             - MIL-1553 Data Bus
                                                                    - RAU Serial
                                                                - LOS data
                                                                 record/playback

Video Downlink      Video Switch Unit    Video Switch Unit     VideoSwitch Unit
                    - 8 module inputs    - 8 module inputs     - 8 module inputs
                    - camcorder  power   - camcorder power     - camcorder power
                    - onboard monitors   - onboard monitors   - onboard monitors
                    - output to          - output to          - output to
                      Orbiter CCTV PL      Orbiter CCTV PL      Orbiter CCTV PL
                      input                input                input
                    - selectable         - selectable         - selectable
                      outputs to video     outputs to video     outputs to
                      digitizer            digitizer            video digitizer

Commanding Uplink   - low rate PSP       - low rate PSP        - low rate PSP
                      (2 Kbps max.)        (2 Kbps max.)        (2 Kbps max.)
                                                              -        high rate
                                                                   KuSP fwd link
                                                                      (128 Kbps)

Locker Capability      42 - 62              27 - 61                  27-61

Rack Capability     - 2 SH double or     - 4 SH double or     - 6 SH double or
                       single racks         single racks         single racks
                    - 1 ISPR may sub     - 1 ISPR may sub   -       1 ISPR may
                      for a SPACEHAB        for a forward            sub for a
                      rack via an ISA     SPACEHAB rack via           forward
                                              an ISA              SPACEHAB rack
                                                                     via an ISA

Viewports                0 - 2                0 - 3                0 - 3



NOTE: The number of lockers and racks that can be accommodated on any mission
is dependent on locker and rack types and mounting locations and is determined
during the mission complement analysis process."

6.  Statement  of Work  Section  3.1,  Module  Configuration,  the  first  three
    paragraphs, are deleted in their entirety and replaced with the following to
    reference STS-101 where required:

"3.1  MODULE CONFIGURATION

The dimensions,  mass,  volume and other  accommodations  of the SPACEHAB module
described  in this  section  shall be such that they are  contained  within  the
Orbiter  cargo bay and connect to the Tunnel  Adapter or External  Airlock hatch
opening. The structural/mechanical interface between the SPACEHAB module and the
Space Shuttle  Orbiter  shall  consist of four  longeron  trunnions and one keel
trunnion that shall attach to  SSP-provided  longeron and keel attach  fittings.
The cargo bay  configuration for STS-95 is shown in Figure 2, and for STS-96 and
STS-101 in Figure 3. The cargo bay configuration for STS-107 is TBD.

The  Contractor  shall  provide,  beginning  with the STS-95  mission,  a tunnel
segment 27.14 inches long which shall  interface  with a tunnel  segment or flex
section, and the SPACEHAB module forward bulkhead.

For the STS-95,  STS-96 and STS-101 missions the complete  structural/mechanical
interface between the SPACEHAB SM, the LDM and the Orbiter shall be specified in
ICD-A-21095,  Shuttle Orbiter/SPACEHAB Cargo Element Interfaces, the SSP A-level
Orbiter-to-SPACEHAB  Interface  Control  Document (ICD). For the STS-107 mission
the  complete  structural/mechanical  interface  between the RDM and the Orbiter
shall be specified in  ICD-A-TBD,  Shuttle  Orbiter/SPACEHAB  RDM Cargo  Element
Interfaces."

7.  Statement of Work Section 3.2.1, Heat Rejection,  is deleted in its entirety
    to reference STS-101 where required:

"3.2.1  Heat Rejection

The SPACEHAB modules,  when integrated into the Orbiter,  shall reject heat from
subsystems  and payloads  using module air flow or utilizing a forced air and/or
liquid cooling  system.  The total SPACEHAB  Single Module  (STS-95) and limited
resource LDM (STS-96 and STS-101)  cargo element may require up to 6.0 kilowatts
of active cooling on orbit and 1,500 watts during prelaunch, ascent, descent and
post-landing phases of flight. The RDM (STS-107) cargo element may require up to
8.5 kilowatts of active  cooling on orbit and 1.52 kilowatts  during  prelaunch,
ascent,  descent and  post-landing  phases of flight.  Heat  rejection  shall be
compatible with Shuttle  Orbiter/Cargo  Standard  Interfaces,  ICD-2-19001,  and
defined in ICD-A-21095 (STS-95/-96/-101) and ICD-A-TBD (STS-107). The Contractor
shall perform  mission-unique thermal analyses as a part of the SPACEHAB Mission
Performance Analyses (DRL Line Item No. 4) which verify that the SPACEHAB module
and its manifested  payloads can operate during routine mission  situations at a
cabin  temperature  between 65 deg. F and 80 deg. F, consistent with the cooling
requirements of the payloads."

8. Statement of Work Section 3.3, Power,  paragraph one, the first sentence,  is
deleted in its  entirety and replaced  with the  following to reference  STS-101
where required:

"3.3  POWER

The  SPACEHAB  Single  Module  (STS-95)  and  LDM  (STS-96  and  STS-101),  when
integrated into the Orbiter,  shall be capable of accommodating  two (2) Orbiter
power feeds to supply up to 3.5 kilowatts of continuous  and 6 kilowatts peak DC
power during on-orbit (payload bay doors open) operations."

9. Statement of Work Section 5.2 Ground  Operations,  is deleted in its entirety
and replaced with the following to reflect the compressed  mission  schedule for
STS-101 in the last sentence:

"5.2  GROUND OPERATIONS

Because of the  potential for  unforeseeable  launch delays in the Space Shuttle
Program launch  schedule,  changes to projected launch dates are likely to occur
and are  recognized  as being beyond the  Contractor's  ability to control.  The
effort required by the Contractor to adjust his ground operations  schedules and
processes to those in support of SSP ground processing shall be considered to be
within  the  scope  of this  contract,  unless  the  total  contract  period  of
performance is  lengthened,  or unless SSP schedules do not allow the Contractor
at least 45  working  days in the SPPF for  processing  Logistics-class  modules
between  consecutive  missions,  or 60 days for  Research-class  modules between
consecutive missions.  The STS-101 mission is an exception to the 45 day minimum
allowable period in the SPPF for processing  Logistics modules.  Module internal
configuration  changes were minimized to accelerate  the turnaround  between the
STS-96 and STS-101  missions  to not less than 32  non-premium  (Monday  through
Friday, single shift) working days."

15A.  NAME AND TITLE OF SIGNER               16A. NAME AND TITLE OF 
(Type or print)                              CONTRACTING OFFICER (Type or print)
Nelda Wilbanks, Contracts Administrator      John E. Trahan, Contracting Officer

15B.  CONTRACTOR/OFFEROR                     16B. UNITED STATES OF AMERICA
/s/ Nelda Wilbanks                                BY: /s/ John E. Trahan
                                
15C.  DATE SIGNED                            16C.  DATE SIGNED
       11/25/98                                    11/30/98