<PAGE>   1
                                                                    EXHIBIT 10.2


                             PART I - THE SCHEDULE



                                   SECTION A

                                 CONTRACT FORM


                        A.1  DETAILED TABLE OF CONTENTS

This contract consists of the following Sections:

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                                <C>
       SECTION A - TABLE OF CONTENTS                                            
                                                                                
           A.1  DETAILED TABLE OF CONTENTS                                           i
                                                                                
       SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS                        
                                                                                
           B.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   B-1
           B.2      FIRM-FIXED-PRICE                                               B-1
           B.3      MILESTONE SCHEDULE                                             B-1
                                                                                
       SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT                       C-1
                                                                                
       SECTION D - RESERVED                                                        D-1
                                                                                
       SECTION E - INSPECTION AND ACCEPTANCE                                    
                                                                                
           E.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   E-1
           E.2      ACCEPTANCE                                                     E-1
           E.3      DEFINITION OF ACCEPTABLE SERVICE                               E-1
           E.4      QUALITY ASSURANCE SURVEILLANCE PLAN                            E-2
                                                                                
SECTION F - DELIVERIES OR PERFORMANCE                                           
                                                                                
           F.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   F-1
           F.2      COMPLETION OF WORK                                             F-1
</TABLE>                                                                        

                                      i
<PAGE>   2
<TABLE>                                                                         
<CAPTION>                                                                       
                                                                                   PAGE
                                                                                   ----
       <S>                                                                         <C>
           F.3      OPTION TO EXTEND COMPLETION OF WORK                            F-12
           F.4      AGREEMENT CONCERNING DELAYS IN SHUTTLE LAUNCH                  F-18
                    DATES AS SET FORTH IN THE CONTRACT AND RELATED              
                    EQUITABLE ADJUSTMENTS                                       
                                                                                
       SECTION G - CONTRACT ADMINISTRATION DATA                                 
                                                                                
           G.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   G-1
           G.2      TECHNICAL DIRECTION                                            G-1
           G.3      LIST OF GOVERNMENT-FURNISHED PROPERTY                          G-2
           G.4      BASE SUPPORT                                                   G-6
           G.5      SUBMISSION OF INVOICES                                         G-6
           G.6      IDENTIFICATION OF EMPLOYEES                                    G-7
           G.7      SECURITY CONTROLS AT KSC                                       G-7
                                                                                
       SECTION H - SPECIAL CONTRACT REQUIREMENTS                                

           H.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   H-1
           H.2      LIMITATION OF FUNDS -- DEVIATION                               H-1
           H.3      REPRESENTATIONS, CERTIFICATIONS, AND OTHER                  
                    STATEMENTS OF OFFERORS                                         H-3
           H.4      CONTRACTOR REPRESENTATIVE(S)                                   H-3
           H.5      PRICE PRESENTATION                                             H-3
           H.6      REPORTS OF WORK AND DOCUMENTATION                              H-4
           H.7      AGREEMENT CONCERNING BUYBACK OF UNUSED MOUDLE CAPACITY         H-4
           H.8      AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR               
                    UNIQUE INTEGRATION HARDWARE AND SERVICES                       H-4
           H.9      AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR               
                    MODULE MALFUNCTION                                             H-5
           H.10     AGREEMENT CONCERNING THIRD PARTY INDEMNIFICATION            
                    AND CONTINGENT PROPERTY LIABILITY                              H-5

       SECTION I - CONTRACT CLAUSES                                             

           I.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE                   I-1
           I.2      APPROVAL OF CONTRACT                                           I-3
</TABLE>                                                                        
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                       ii                                       
<PAGE>   3
<TABLE>                                                                         
       <S>                                                                         <C>
       SECTION I - CONTRACT CLAUSES                                                PAGE
                                                                                   ----
                                                                                
           I.3      RIGHTS IN DATA--GENERAL--ALTERNATE II AS MODIFIED BY        
                    NASA FAR SUPPLEMENT                                            I-3
           I.4      CLAUSES INCORPORATED BY REFERENCE                              I-8
           I.5      OMBUDSMAN                                                      I-8
                                                                                
       SECTION J - LIST OF ATTACHMENTS                                             J-1
</TABLE>





                                      iii
<PAGE>   4

                                   SECTION B

                     SUPPLIES OR SERVICES AND PRICES/COSTS

B.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE

         NOTICE:  The following contract clauses pertinent to this section are
         hereby incorporated by reference:

         I.     FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

                CLAUSE
                NUMBER                DATE                         TITLE
                ------                ----                         -----
                No FAR By reference clauses in Section B.

         II.    NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR 
         CHAPTER 18)

                CLAUSE
                NUMBER                DATE                         TITLE
                ------                ----                         -----
                No NASA By reference clauses in Section B.

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

The total firm-fixed price of this contract is $42,860,000.

                                (End of clause)

B.3      MILESTONE SCHEDULE

The firm-fixed price for the lease of module and related services on a
per-flight basis is established as follows:

<TABLE>
<CAPTION>
                                                                      Delivery            Firm-Fixed 
Item Number                       Services                              Date                 Price   
-----------                       --------                              ----                 -----   
    <S>       <C>                                                 <C>                     <C>
    1.        Lease of Research Single Module and
              related integration services on
              STS-95 (55% NASA Allocation)
    1a        Delivery of Finite Element structural
              models, thermal models, and Mission
              Training Plan                                       Launch (L)-8 mo.        $3,000,000
    1b        Submittal of Phase III Safety Data
              Packages (Flight & Ground)                              L-5 mo.             $2,000,000
</TABLE>





                                      B-1
<PAGE>   5
<TABLE>
<CAPTION>
                                                                       Delivery       Firm-Fixed
Item Number                       Services                               Date            Price
-----------                       --------                               ----            -----
<S>                                                           <C>                     <C>
    1c        All Interface Control Agreements
              (Interface Control Documents (ICD's),
              Stowage Interface Agreements (SIA's),
              Payload Transfer Agreements (PTA's))
              baselined                                                  L-3 mo.      $ 1,000,000
    1d        Analytical Engineering Analyses
              (Structural, Thermal, Electromagnetic
              Interference/Electromagnetic
              Compatibility (EMI/EMC) and
              Acoustics) delivered to Space
              Shuttle Program(SSP)                                      L-2 mo.       $   500,000
    1e        Delivery of flight-ready SPACEHAB
              double module in accordance with the
              SOW to KSC                                                L-1 mo.       $   500,000
    1f        Post-flight destow process complete             Return ( R )+1 mo.      $ 1,000,000

SUBTOTAL STS-95                                                                       $ 8,000,000

    2         Lease of Logistics Double Module and
              related integration services
              on STS-96 (100% NASA Allocation)
    2a        Baseline MRAD, submit CIP Addendum                        L-11 mo.      $ 3,765,000
    2b        Delivery of Finite Element structural
              models, thermal models, and Mission
              Training Plan                                             L-9 mo.       $ 1,882,500
    2c        Submittal of Phase III Safety Data                        L-5 mo.       $ 3,765,000
              Packages (Flight & Ground)
    2d        All Interface Control Agreements
              (core ICD's, SIA's, PTA's)
              baselined                                                 L-3 mo.       $ 1,882,500
    2e        Analytical Engineering Analyses
              (Structural, Thermal, EMI/EMC and
              Acoustics) delivered to SSP                               L-2 mo.       $   941,250
    2f        Delivery of flight-ready SPACEHAB
              double module in accordance with the
              SOW to KSC                                                L-1 mo.       $   941,250
    2g        Post-flight destow process complete                       R+1 mo.       $ 1,882,500

TOTAL PAYMENTS-STS-96                                                                 $15,060,000
</TABLE>





                                      B-2
<PAGE>   6



<TABLE>
<CAPTION>
                                                                           Delivery        Firm-Fixed
Item Number                       Services                                   Date             Price
-----------                       --------                                   ----             -----
<S>                <C>                                                       <C>           <C>
      3            Lease of Research Double Module
                   and related integration services
                   on STS-107, (82 % NASA Allocation)
      3a           Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 3,712,500
      3b           Delivery of Finite Element structural
                   models, thermal models, and Mission
                   Training Plan                                             L-9 mo.       $ 3,712,500
      3c           Submittal of Phase III Safety Data
                   Packages (Flight & Ground)                                L-5 mo.       $ 4,950,000
      3d           All Interface Control Agreements
                   (core ICD's, SIA's, PTA's) baselined                      L-3 mo.       $ 2,475,000
      3e           Analytical Engineering Analyses
                   (Structural, Thermal, EMI/EMC and
                   Acoustics) delivered to SSP                               L-2 mo.       $ 1,237,500
      3f           Delivery of flight-ready SPACEHAB
                   module in accordance with the
                   SOW to KSC                                                L-1 mo.       $ 1,237,500
      3g           Post-flight destow process complete                       R+1 mo.       $ 2,475,000

SUBTOTAL STS-107                                                                           $19,800,000

TOTAL PAYMENTS                                                                             $42,860,000
</TABLE>

Milestone payments shall be made until the contractor's accounting system is
approved by the Defense Contract Audit Agency (DCAA).  Following DCAA approval
of the contractor's accounting system, milestone payments shall be used to
liquidate progress payments.  The milestone invoices will be credited for
amounts received as progress payments during that milestone period.

                                (End of clause)


                                [END OF SECTION]





                                      B-3
<PAGE>   7



                                   SECTION C



                               STATEMENT OF WORK





                                      C-1

                                 
<PAGE>   8
                                  INDEX TO THE
            SPACEHAB RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
                               STATEMENT OF WORK


1.0   Scope

2.0   Services Provided to the Government
      2.1  Lease of SPACEHAB Flight Hardware
      2.2  Summary of Contractor Integration & Operations Services
      2.3  Summary of SPACEHAB Module Resources
      2.4  Orbiter Middeck Resources
      2.5  Design Reviews and Program Status

3.0   SPACEHAB Module Performance Requirements
      3.1  Module Configuration
      3.2  Environmental Control
           3.2.1  Heat Rejection
           3.2.2  External Thermal Requirements
           3.2.3  Vacuum Venting
                  3.2.3.1  Module Venting
                  3.2.3.2  Payload Venting
      3.3  Power
      3.4  Command and Data Management Systems
           3.4.1  Orbiter-to-Module Services
                  3.4.1.1  Monitoring and Control
                  3.4.1.2  Command and Data
                  3.4.1.3  Flight Crew Communications
                  3.4.1.4  Closed Circuit Television (CCTV)
                  3.4.1.5  Caution and Warning (C&W)
           3.4.2  Module-to-Payload Services
                  3.4.2.1  Monitoring and Control
                  3.4.2.2  Command and Data
                  3.4.2.3  Onboard Recording
                  3.4.2.4  Timing Signals
      3.5  Electromagnetic Interference/Compatibility (EMI/EMC)
      3.6  Extravehicular Activity (EVA) Compatibility

4.0   Contractor Integration and Operations Responsibilities
      4.1  Payload (Level III) Integration Support
           4.1.1  Payload Complement Definition
           4.1.2  Payload Analytical Integration
      4.2  Cargo Element (Level II) Integration Support
           4.2.1  Mission Payload Complement Definition
           4.2.2  Cargo Element Integration
           4.2.3  Cargo Element Integration Documentation
      4.3  Flight Design Support
      4.4  Mission Training Support
           4.4.1  SPACEHAB Systems Training Support
           4.4.2  SPACEHAB Payload Training
           4.4.3  Training Aids and Mockups
      4.5  SPACEHAB Module Systems. Configuration and Stowage Data
      4.6  Space Shuttle Program Flight Documentation
      4.7  SPACEHAB Integration Facility
      4.8  SPACEHAB Mission Support










                                C-1


<PAGE>   9
                                  INDEX TO THE
            SPACEHAB RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
                               STATEMENT OF WORK

5.0   Integrated Operations
      5.1  Integrated Operations Planning
      5.2  Ground Operations
           5.2.1  Contractor Payload Support
           5.2.2  Launch Site Integration
           5.2.3  Contractor KSC Support
           5.2.4  Delivery to KSC
           5.2.5  KSC Facility Compatibility
           5.2.6  Fit Checks
           5.2.7  Late Access
           5.2.8  Launch Support
           5.2.9  Scrub Turnaround
           5.2.10 End-of-Mission Access
           5.2.11 Return to the SPPF
           5.2.12 Post-Flight Data Analysis
      5.3  Flight Operations Support

6.0   Safety
      6.1  SPACEHAB Module Design and Flight Operations Requirements
      6.2  GSE Design and Ground Operations Requirements
      6.3  Safety and Review Requirements

7.0   Major Milestones

8.0   Applicable Documents










                                C-2







<PAGE>   10
                                SPACEHAB
            RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
                           STATEMENT OF WORK



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 8, 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 on May 11, 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 December 9, 1998.

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."

2.0  SERVICES PROVIDED TO THE GOVERNMENT



                                  C-3

<PAGE>   11



2.1  LEASE OF SPACEHAB FLIGHT HARDWARE

The Contractor shall provide and maintain single or double SPACEHAB pressurized
habitable modules that fit in the cargo bay of the Space Shuttle Orbiter for
the use of the NASA Space Shuttle Program (SSP).  The SPACEHAB module shall act
as the payload carrier and interface between the Space Shuttle Orbiter and the
payloads on each mission.  Power, thermal control, command and data management,
environmental control, and structural support facilities and systems shall be
provided as required for the payload complement defined in each
mission-specific Mission Requirements and Allocations Document (MRAD) (DRL Line
Item No. 14).  The Contractor shall provide standard adaptive hardware (payload
racks, lockers, SOFT STOWAGE (R) bags, etc.) to permit physical payload
integration into the SPACEHAB modules, using standard interfaces as defined in
McDonnell Douglas Aerospace SPACEHAB Experiment Interface Definition Document,
MDC 91W5023 (DRL Line Item No. 15).

The Contractor shall provide mission support hardware and related services
including SPACEHAB flight hardware, SPACEHAB module Transporter, Ground Support
Equipment (GSE), ground payload processing facilities, and module trainers and
mockups to support flight crew training and mission integration services.  With
the exception of items and services identified in Article H.8 of the contract,
all module and payload support hardware previously developed by the Contractor
under Government contracts NAS9-19250 and NAS9-18371 shall be made available
for use under this contract as a standard item.  The SPACEHAB modules provided
shall be capable of supporting Space Shuttle mission durations of up to 16 days
plus 2 Space Shuttle contingency days (i.e. a landing delay due to a variety of
reasons).

2.2  SUMMARY OF CONTRACTOR INTEGRATION & OPERATION SERVICES

As a minimum, the following services shall be provided by the Contractor:

a.   Technical consultation services to NASA payload points of contact defined
     in each Payload Requirements Document (PRD) for NASA-sponsored payloads,
     or in each Mission Integration Plan (MIP) for ISS payloads.  Organizations
     conducting microgravity research aboard the SPACEHAB cargo element may
     require technical inputs and assistance from the Contractor to resolve
     potential flight safety, mission success or physical integration problems
     before they become a schedule threat to the Space Shuttle or SPACEHAB
     payload integration process.

b.   Manifest assessment support to the NASA SSP Payload Integration Manager
     (PIM) for the NASA-sponsored and Contractor-provided suite of payloads on
     each SPACEHAB mission.  The Contractor shall perform trade-off studies of
     proposed launch and return NASA-sponsored and Contractor-provided payload
     complements, assessing volume, weight, electrical power and other
     requirements against total integrated module and SSP resources and
     recommend the optimum payload complement for each mission.  Participate in
     SSP Research & Logistics Integrated Product Team (R&L IPT) meetings, SSP
     Mission IPT meetings, and other payload requirements working groups as
     directed by the SSP Contracting Officer's Technical Representative (COTR)
     for this contract.

c.   Acquisition, analysis, integration, and documentation of SPACEHAB payload
     technical systems and operational constraints data.  Management of
     resultant data bases and documents in accordance with the established
     Space Shuttle payload integration process as negotiated in the Carrier
     Integration Plan in order to facilitate overall Shuttle mission
     integration and to ensure SPACEHAB cargo element compatibility and
     operator safety with the Space Shuttle for each SPACEHAB mission.



                                  C-4
<PAGE>   12


d.   Development, utilization and maintenance of a Product Assurance Plan (DRL
     Line Item No.16) to assure the safety of personnel and to provide to the
     Government highly reliable SPACEHAB modules which conform to applicable
     quality and safety requirements.

e.   For each SPACEHAB mission, representation to the Government of all
     matters regarding SPACEHAB cargo element flight safety, SPACEHAB payload
     and mission integration processes, and technical management of module and
     payload systems development.  The Contractor representative(s) shall be
     the Government's point of contact for mutual exchange of correspondence,
     documentation, and data as well as for participation in telecons,
     meetings, working groups, and various other payload and mission support
     forums.

f.   Contractor-provided training (including Contractor-provided equipment,
     documentation, and instruction) of flight crew and ground controllers
     assigned to each SPACEHAB mission in the operation of SPACEHAB module
     systems.  Also, Contractor-coordinated training (including
     payload-provided equipment, documentation, and instruction) in the
     operation of each mission's complement of SPACEHAB payloads shall be
     conducted according to established NASA mission milestones shown in Figure
     1.  Integrated Space Shuttle and SPACEHAB module systems training will be
     conducted at the NASA- Lyndon B. Johnson Space Center (JSC).

g.   Coordination of direct Contractor and payload  participation in the
     pre-mission Joint Integrated Simulation (JIS) process for each SPACEHAB
     mission. SPACEHAB cargo element support shall be provided from the
     NASA-JSC Mission Control Center (MCC) complex, specifically from the
     Payload Operations Control Center (POCC).  The Contractor shall integrate
     any SPACEHAB payloads requiring remote POCC's into the JIS activity.
     Customer Support Room (CSR) areas in the MCC for SPACEHAB program and
     mission management support shall be utilized.

h.   Analytical and physical ground integration, test and checkout services
     necessary to permit the fully integrated SPACEHAB module, with its payload
     complement, to go directly to the NASA-John F. Kennedy Space Center (KSC)
     Operations & Checkout (O&C) Building or Space Station Processing Facility
     (SSPF) for launch processing (except for late pad access items).

i.   Personnel and equipment needed to install and remove payloads during
     SPACEHAB module late access, early retrieval and launch scrub turnaround
     activities.  This support will be provided to KSC in response to Space
     Shuttle launch/landing requirements.

j.   Coordination of direct Contractor and payload participation in flight
     operations (a.k.a. real-time pre-launch, ascent, on-orbit, descent,
     landing, and post-landing operations) associated with each SPACEHAB
     mission.  This support will be provided from the MCC, specifically from
     the POCC and CSR areas.  The Contractor shall integrate any remote payload
     POCC's (if required) into its real-time SPACEHAB POCC flight operations
     support activities for all mission phases.

k.   Deintegration and disposition of payloads at the completion of each
     SPACEHAB  mission.

l.   Physical security at the appropriate level to protect proprietary data,
     hardware or processes during all SPACEHAB  mission support phases.

m.   A communication system for Personal Computers (PC's) accessible from
     NASA-JSC, NASA-KSC, the Contractor's offices in Virginia, Florida and
     Texas, and the Subcontractor's (Boeing Company) offices in Alabama and
     Florida.  The communication system shall provide electronic mail (e-mail)
     connectivity and file transfer capability.  Computer software shall be
     compatible with the PC core software load currently in use at NASA-JSC.
     Specific programs


                                  C-5

<PAGE>   13


     currently in use at NASA-JSC include Microsoft (MS) Windows 95 - Version
     4.0a, MS Exchange - Version 4.0, MS Schedule (+) - Version 7.0a, MS Office
     95 - Version 7.0b, Internet Explorer - Version 3.02, L View - Version 3.10,
     and Adobe Acroread - Version 2.1.

2.3  SUMMARY OF SPACEHAB MODULE RESOURCES

SPACEHAB module resources availability shall be a principal consideration in
Contractor assessments of feasible flight manifests and in the development of
associated payload integration and crew training milestones.  To allow for
international partner participation and commercial development of space, NASA
will share module resources with the Contractor whenever possible on any
SPACEHAB mission.  The percentage of the module allocated to NASA and the
Contractor shall be jointly determined on a mission-by-mission basis, and shall
be based on gross ascent payload mass capability provided by the SSP.  Gross
ascent payload mass is the mass of the payloads on the mission, including
integration hardware, support equipment or stowage accommodation hardware, as
installed in the module for launch.

All other resources (volume, power, energy, crew time, etc.) shall be assumed
to be divided initially in proportion to mass, with the understanding that the
unique resource requirements of the individual payloads will be taken into
consideration in the assessment process to assemble a mission complement that
effectively integrates all payloads without exceeding the total resources
allocated by the SSP for the mission.

The Contractor will be allowed to market to, and contract with, the
international partners and the non-NASA sector for its portion of the module
resources.  In the event the Contractor is unable to market their apportioned
share of resources, the Government shall not be liable for any portion of the
Contractor's share of fixed expenses such as module and facility depreciation,
maintenance, mission integration costs, etc.

The following resources are defined in detail in the SPACEHAB Experiment
Interface Definition Document (IDD) (DRL Line Item No. 15) and shall be
considered as the SPACEHAB resources available to the Government on any
SPACEHAB mission:

a.   SPACEHAB module internal volume.  Except as constrained by (1) Space
     Shuttle ascent performance, (2) center-of-gravity considerations, and (3)
     the structural limitations of installed stowage accommodations, and to the
     extent that (1) approved payload manifest requirements exist and (2) the
     utilization of stowage capacity is operationally practical, the Contractor
     shall utilize all usable module stowage volume.

b.   External payload mounting area

c.   SPACEHAB gross ascent and descent payload mass allocated to the
     Government.  Manifesting more or less gross payload mass on any mission,
     up to the limits of Orbiter ascent performance, center-of-gravity limits,
     or module structural capability, is not precluded.

d.   AC/DC electrical power and energy

e.   Vacuum venting capability

f.   Video, command and data management capability

g.   Payload late access/early removal capability


                                  C-6


<PAGE>   14


h.   Interface hardware including but not limited to: lockers, racks, adapter
     plates, "canoe" trays, and SOFT STOWAGE (R) hardware including bags of
     various sizes, straps and mounting plates to accommodate payloads to be
     flown in the SPACEHAB module.

i.   Active payload cooling capability

j.   Payload-required ancillary equipment in current SPACEHAB inventories
     (standard wiring harnesses, connectors, fasteners, etc.)

The following table provides the NASA and Contractor resource allocations, by
mission, for the missions covered in this contract.


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

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) with a maximum gross payload mass
accommodation capability of 9000 lb.; or 3) a Research Double Module (RDM)
configuration (as flown on STS-107) with a maximum gross payload mass
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 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.


                                  C-7

<PAGE>   15



                SPACEHAB Module Resources Available to Payloads


<TABLE>
<C>                   <C>                      <C>                    <C>
                      SPACEHAB Single Module     Logistics Double        Research Double
                              STS-95                  Module                 Module
                                                      STS-96                 STS-107
Gross Payload               4800 [2177]            10,000 [4535]          10,000 [4535]
Capacity (lbm)         (internal + external)   (internal + external)  (internal + external)
[kg]
Gross Payload               4800 [2177]             9000 [4082]            9000 [4082]
Capability (lbm)       (internal + external)        (internal)             (internal)
[kg]
 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, analog,
                      serial - 13 kbps total)  serial - 13 kbps       serial - 26 kbps
                      - RS-232 via Serial             total)          total)
                      Converter Units          - RS-232 via Serial    - KuSP Channel 2
                                               Converter Units        (2Mbps total)
                                                                        - 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      Video Switch Unit
                         - 8 module inputs       - 8 module inputs      - 8 module inputs
                         - camcorder power       - camcorder power      - camcorder power
                        - onboard monitors      - onboard monitors     - onboard monitors
                      - output to Orbiter      - output to Orbiter    - output to Orbiter
                      CCTV PL input            CCTV PL input          CCTV PL input
                      - selectable outputs     - selectable outputs   - selectable outputs
                      to video digitizer       to video digitizer     to 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 for a   - 1 ISPR may sub for   - 1 ISPR may sub for
                      SPACEHAB  rack via an    a forward SPACEHAB     a forward SPACEHAB
                                ISA              rack via an ISA        rack via an ISA
     Viewports                 0 - 2                   0 - 3                  0 - 3
</TABLE>

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.



                                  C-8

<PAGE>   16


2.4  ORBITER MIDDECK RESOURCES

The objective of the manifesting process is for the Contractor to stow the
payload gross weight required by the contract in locations that most logically
meet the late access/early retrieval or other requirements of the payloads.  To
accomplish this the Contractor shall request from the SSP PIM, if required, a
sufficient number of Orbiter Middeck Locker Volumes (MLV's) to allow late
stowage of payload items, installation of time-critical experiments or samples
or, when dictated by module volume limitations, MLV's to bring the payload
complement gross mass to contractually required values.

The Contractor shall integrate middeck payloads as part of the SPACEHAB payload
complement using standard Space Shuttle Program processes, procedures and
documentation as defined in NSTS 07700, Volume XIV, Space Shuttle System
Payload Accommodations.

2.5  DESIGN REVIEWS AND PROGRAM STATUS

The Contractor is responsible for conducting reviews during the design and
development process of a fully resourced RDM (under development) and the 27.14
inch SPACEHAB Tunnel segment identified in Section 3.1 and manufactured under
this contract.  During the design review process the Government shall be
provided an opportunity to participate as observers in the design reviews and
submit Review Item Discrepancies (RID's), if desired, pertaining to the Space
Shuttle-to-SPACEHAB module interfaces and operations.  Government participation
in the review process shall not unilaterally impose new requirements on the
design.  NASA and other agency participation in these reviews does not
constitute approval of the design nor certification as to its reliability.

The Contractor shall submit monthly Progress Reports (DRL Line Item No. 1) to
the Government for its use in maintaining visibility of contract performance,
current program status, technical accomplishments compared with planned
activities, and areas of concern.

Beginning in December, 1997 monthly Mission Status Review meetings will be held
by telecon between the Contractor and the Government.  The reviews will be
chaired by the SSP PIM for each mission with the COTR in attendance.
Presentations from the Contractor will be made, and formal, in-scope action
items assigned.  Presentation material will be provided electronically or by
facsimile prior to the meeting.

Beginning in January, 1998 quarterly SPACEHAB cargo element Contract Status
Reviews will be held at locations mutually agreeable to the Government and the
Contractor, and will be chaired by the COTR.  Presentations from the Contractor
will be made, and formal, in-scope action items will be assigned

3.0  SPACEHAB MODULE PERFORMANCE REQUIREMENTS

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 in
Figure 3.  The cargo bay configuration for STS-107 is TBD.



                                  C-9

<PAGE>   17







                [GRAPHIC OF STS-95 SPACEHAB CARGO BAY LOCATION]

















                                 C-9(a)



<PAGE>   18







                [GRAPHIC OF STS-96 SPACEHAB CARGO BAY LOCATION]
















                                 C-9(b)



<PAGE>   19

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 and STS-96 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.

NASA will utilize, either directly for a full complement of NASA-provided
payloads, or in combination with the Contractor in a payload sharing
arrangement, the full volumetric and/or mass capabilities of the SPACEHAB
modules, to the extent allowable by center of gravity and ascent performance
considerations.

The overall design of the single and double modules must minimize reduction in
launch performance and complexity of physical integration into the Orbiter
while maximizing manifesting flexibility and must be easily accessible from the
Orbiter middeck when on orbit.  Interior volume and external mounting area
shall accommodate projected payload manifests. Foot restraints, handholds, air
diffusers, and lighting shall be provided in appropriate locations in the
module interior.  A work station may be required to support specific payload
requirements.

The SPACEHAB modules shall provide accommodations for items sized to fit
standard Orbiter middeck lockers, and equipment designed to utilize standard
middeck locker interfaces.  Stowage of larger or irregularly shaped items
through the use of non-standard interface hardware is not precluded.  SOFT
STOWAGE (R) system bags, straps and mounting hardware for passive stowage items
shall be used wherever possible as a weight-saving measure, however, mass
capability shall be determined by mission specific loading.

To return excess low density packing material from the ISS on Logistics
missions the Contractor shall provide a stowage bag arrangement that may be
stowed for ascent and deployed for descent.

Accommodations for SPACEHAB single or double racks shall be provided in the
single module and in both segments of the double module.  Rack mounting
capabilities shall accommodate 19-inch wide experiment front panels conforming
to EIA Standard RS-310-C.  SPACEHAB racks, both single and double, shall be
capable of being outfitted as SOFT STOWAGE (R) racks, capable of accommodating
either Contractor-provided SOFT STOWAGE (R) bags or NASA-provided Collapsible
Transfer Bags (CTB's).

The SPACEHAB modules shall have the capability to accommodate one International
Standard Payload Rack (ISPR) on any mission  through the use of a
Contractor-provided ISS to SPACEHAB Adapter (ISA).  Because of the specialized
hardware required, the ISA/ISPR can only be installed in the Single Module or
the forward segment of the LDM, in the Starboard Aft rack position.  Other
payload accommodations required include Z-axis viewing through one or more
Government-provided view ports, vacuum vent capability, power, cooling, video
and data management, late access/early retrieval of payloads from the modules,
and ascent and descent power.

SPACEHAB payload translation aids and stowage systems shall be designed such
that they do not preclude transfer of payloads to/from the module on the launch
pad, or on-orbit, through the existing Space Shuttle middeck and airlock,
Tunnel Adapter and External Airlock hatch openings.



                                  C-10

<PAGE>   20


Provisions shall be included in flight and ground crew training, procedures,
module outfitting, and systems stowage to perform scheduled and unscheduled
inflight maintenance of the SPACEHAB modules.

3.2  ENVIRONMENTAL CONTROL

The SPACEHAB modules shall preserve a crew habitable "shirtsleeve environment"
when integrated with the Orbiter.  Air temperature, surface temperatures,
carbon dioxide concentration, air circulation, moisture condensation,
contamination and humidity control shall be maintained to assure a safe
environment for a minimum of two crew members working simultaneously and
continuously, or for three to four crew members working for shorter periods.
An environment comparable to that in the Orbiter middeck shall be maintained.

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) 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) 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.

3.2.2  EXTERNAL THERMAL REQUIREMENTS

The SPACEHAB modules shall be compatible with the attitude-hold capability of
the Orbiter which is defined in Section 6.1.1.2 of ICD-2-19001 and shall not
require any on-orbit thermal attitude constraints in a fully operative mode.
In the event of degraded performance of SPACEHAB subsystems, the Contractor
shall not rely on Orbiter attitude control to prevent module external water
line freezing.

3.2.3  VACUUM VENTING

3.2.3.1  MODULE VENTING

For safety, the capability to vent the module internal atmosphere to space
shall be provided and shall be capable of activation by the crew from the safe
haven of the Orbiter.

3.2.3.2  PAYLOAD VENTING

The SPACEHAB modules shall provide a capability to allow multiple payloads on
any mission to be exposed to a controlled vacuum environment.  This will be an
on-orbit operation performed by the crew and shall not jeopardize the safety of
the flight crew, degrade or endanger the module, its systems, or other payloads
on the mission.


                                  C-11

<PAGE>   21



3.3  POWER

The SPACEHAB Single Module (STS-95) and LDM (STS-96), 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.  Accommodations on both power
feeds for switching of power to the module shall be provided by the Contractor.
In addition, the SPACEHAB modules identified above shall accommodate 690
volt-amps (VA) continuous and 1,000 VA peak AC power during on-orbit (payload
bay doors open) operations from auxiliary feeds.  For ascent and descent, the
module shall accommodate 1.3 kilowatts of DC power only. Refer to ICD-A-21095
for details.  The module shall provide these standard services to numerous
interface locations as needed to meet the payload requirements defined in each
mission-specific MRAD (DRL Line Item No. 14).  All payload locations shall be
accessible to these accommodations and easily integrated.

The SPACEHAB fully resourced RDM (STS-107), when integrated into the Orbiter,
shall be capable of accommodating four (4) Orbiter power feeds to supply up to
7.0 kilowatts of continuous and 12.0 kilowatts peak DC power during on-orbit
(payload bay doors open) operations.  Accommodations on power feeds for
switching of power to the module shall be provided by the Contractor.  In
addition, the SPACEHAB RDM shall be capable of accommodating 1380 volt-amps
(VA) continuous and 2,000 VA peak AC power during on-orbit (payload bay doors
open) operations from auxiliary feeds.  For ascent and descent, the module
shall accommodate 2.6 kilowatts of DC power only. Refer to ICD-A-TBD for
details.  The module shall provide these standard services to numerous
interface locations as needed to meet the payload requirements defined in each
mission-specific MRAD (DRL Line Item No. 14).  All payload locations shall be
accessible to these accommodations and easily integrated.

The power system design for safety critical systems and subsystems shall comply
with the applicable redundant electrical power and failure requirements of the
Safety Policy and Requirements for Payloads using the Space Transportation
System, NSTS 1700.7B.  Specifically, a Main Power Kill command shall not remove
power permanently from safety-critical module AC powered equipment (ARS and
Cabin fans and dual water circulation pumps).  If fans and/or water pumps are
powered by the SPACEHAB inverters when the power kill function is initiated,
the capability shall exist to switch the power source for fans and water pumps
to Orbiter AC power from a location outside the module.

3.4  COMMAND AND DATA MANAGEMENT SYSTEMS

All SPACEHAB cargo elements shall be compatible with the existing Orbiter
command and telemetry systems and utilize those services currently provided as
standard payload accommodations.  The SPACEHAB modules shall provide a Command
and Data Management system that is capable of performing, as a minimum, the
following functions:

3.4.1  ORBITER-TO-MODULE SERVICES

3.4.1.1  MONITORING AND CONTROL

Provide the capability within the Orbiter crew compartment for sufficient
monitoring and control of the module subsystems to perform time critical and
safety critical operations without requiring access to the module itself.
Provide capability to monitor module status during all phases of flight and
ground operations when the module is powered.  This capability requires that
module systems be adequately instrumented to allow monitoring not only of
safety critical functions such as fire detection and suppression, and cabin
pressure, but also of mission success-related


                                  C-12

<PAGE>   22


functions which control routine module-to-payload interfaces and services such
as power to payload lockers and racks.

SPACEHAB module systems health parameters capable of being monitored from the
Orbiter aft flight deck must also be capable of being monitored from within the
module.  A Government-furnished Payload and General Support Computer (PGSC)
shall be used to provide this capability.

3.4.1.2  COMMAND AND DATA

For any module configuration, provide the capability for the module systems and
payload data to be included in the Orbiter downlink telemetry and if required,
to the Orbiter Multifunction Cathode ray tube Display System (MCDS).  Uplink
command capability to SPACEHAB module systems and payloads shall be provided.

3.4.1.3  FLIGHT CREW COMMUNICATIONS

Provide the capability to interface with the Orbiter Air-to-Ground and crew
compartment intercom systems.

3.4.1.4  CLOSED CIRCUIT TELEVISION (CCTV)

Provide the capability to interface with the Orbiter CCTV system for remote
television capability in any module configuration. Services shall also be
provided by the module to utilize Orbiter camera systems (camcorders).

When dictated by payload requirements, video switching capability shall be
provided in any SPACEHAB module configuration to allow selection of one output
to the Orbiter CCTV system from multiple payload or module cameras. All module
configurations shall be capable of providing digital video downlink capability
as a standard SPACEHAB system service, if required by one or more experiments.

If the SSP defines a requirement on any mission to view the payload bay area
behind the  SPACEHAB module the Contractor shall install Orbiter CCTV cameras
external to the module and located on the aft bulkhead using GFE installation
hardware and cameras.

3.4.1.5  CAUTION AND WARNING (C&W)

All module configurations shall be compatible with the Orbiter C&W system for
safety critical status.

3.4.2  MODULE-TO-PAYLOAD SERVICES

3.4.2.1  MONITORING AND CONTROL

Provide control and monitoring capability for payloads through the use of
standard Space Shuttle Orbiter laptop computers, e.g. the PGSC, in order to
standardize the crew-to-payloads interface.

3.4.2.2  COMMAND AND DATA

For any module configuration, to the extent that payload data is required by
the JSC POCC, and is within the standard SPACEHAB data system capabilities,
provide services for inclusion of payload data in the SPACEHAB cargo element
data stream to the Orbiter downlink telemetry systems.  Uplink commanding
between the JSC POCC and SPACEHAB payloads shall be provided when required.



                                  C-13

<PAGE>   23


3.4.2.3  ONBOARD RECORDING

Provide an interface to the Orbiter Payload Recorder for onboard recording of
payload data.

3.4.2.4  TIMING SIGNALS

Provide the appropriate timing signal services for payload use.  This shall
include, but not be limited to, Orbiter Mission Elapsed Time (MET) and
Greenwich Mean Time (GMT) signals.

3.5  ELECTROMAGNETIC INTERFERENCE/COMPATIBILITY (EMI/EMC)

All SPACEHAB cargo elements shall be compatible with the EMI/EMC requirements
as specified in ICD-2-19001.  Additional requirements are as follows:

a.   The SPACEHAB modules shall be capable of tolerating Ku-Band external
     radiation with no operational constraints on the Space Shuttle and without
     sustaining performance loss or degradation.

b.   The Contractor shall be responsible for insuring that the payload
     complement meets all specifications for EMI/EMC between the payload and
     the Orbiter, the payload and the module and between payloads within the
     module and shall so certify.  This certification is required by NASA as
     part of the overall SPACEHAB certification for flight.

3.6  EXTRAVEHICULAR ACTIVITY (EVA) COMPATIBILITY

All SPACEHAB cargo elements shall be compatible with Space Shuttle EVA design
requirements contained in NSTS 07700, Volume XIV, Appendix 7, System
Description and Design Data - Extravehicular Activities including the interim
sharp edge policy for payloads contained in NASA-JSC letter MT2-96-170 dated
November 20, 1996, with enclosure letter XA-96-177.  The modules, with any
external payloads installed, shall not preclude EVA access to the Orbiter
payload bay door contingency work areas with the payload bay doors closed.  The
Contractor shall treat as out-of-scope any payload requirement violating this
restriction and contact the COTR before performing an accommodations analysis.

The module shall be compatible with existing EVA capabilities and EVA planning.
The existing ISS Tunnel Adapter or External Airlock will be used to provide an
egress/ingress location for EVA.

4.0  CONTRACTOR INTEGRATION AND OPERATIONS RESPONSIBILITIES

The Contractor shall put in place and support a two-tier integration and
operations process for these missions.  The Contractor shall be responsible
under this contract at the payload level (Level III) for integration of the
NASA-provided payload complement, and at the cargo element, or carrier level
(Level II) for mission integration of the module and its complete payload
complement, NASA-provided as well as Contractor-provided.

The Contractor's principal day-to-day Level II and III interface with the
Government for each mission is the SSP PIM.  The PIM collects payload
requirements, defines and manages SSP mission resources within the confines of
a Carrier Integration Plan (CIP), and oversees the development and maintenance
by the Contractor of an integrated payload complement.  The PIM chairs an SSP
IPT and other meetings as required to assure the technically complete and
timely integration of the payloads and the cargo element.



                                  C-14

<PAGE>   24


Figure 4 is a process flow chart for Research-class missions, and Figure 5 is a
flow chart for ISS Logistics-class missions showing how payload requirements
are collected and combined, from the payload to the mission level, and the
documentation and processes used to accomplish a coordinated and controlled
flow of requirements into the SSP.  Also shown is the relationship of the
payload process with the SSP carrier, or cargo element, integration process.

4.1  PAYLOAD (LEVEL III) INTEGRATION

4.1.1  PAYLOAD COMPLEMENT DEFINITION

Beginning at approximately 15 months prior to launch the Government, through
the COTR, shall identify to the Contractor, in the form of the ISS MIP or PRD's
for NASA-sponsored payloads and PRD's for Spacehab Inc.-sponsored payloads, the
prioritized list of candidate payloads to be accommodated on each mission.  The
PRD's and PRD changes are jointly signed by the SSP PIM and the NASA Payload
Manager.  The ISS MIP and MIP changes are jointly signed by the SSP Flight
Manager and the ISS Launch Package Manager.  Both the PRD and the MIP are under
SSP configuration control.  Periodic updates to the payload complement through
revisions to the PRD's and MIP can be expected from the COTR as the mission
integration process progresses.

4.1.2  PAYLOAD ANALYTICAL INTEGRATION

The Contractor shall perform the following tasks for each NASA-provided
payload, in accordance with the processes defined in the MIOMP (DRL Line Item
No. 9):

a.   Develop a core SPACEHAB-to-Payload Interface Control Agreement (ICA) (DRL
     Line Item No. 6).  Complex, active payloads shall utilize an Interface
     Control Document (ICD) with ICD Appendix A (Ground Operations Interface
     Requirements); ICD Appendix B (Safety/Verification Requirements); and ICD
     Appendix C (Flight Operations Interface Requirements), as required.  Less
     complex, passive payloads shall use Stowage Interface Agreements (SIA's)
     or Payload Transfer Agreements (PTA's), as appropriate for the
     requirements of the payload.  ICA's and revisions are signed by the
     Contractor and the organization responsible for payload development and
     delivery, with concurrence by NASA, if desired.

b.   Prepare payload Safety Analyses and Hazard Reports (DRL Line Item No. 7).
     These are submitted to the NASA Payload Safety Review Panel as required
     by the multi-phased safety review process.

c.   Develop payload stowage requirements.  For ISS Logistics missions this
     includes developing requirements, processes and procedures for moving each
     ascent payload from its stowed location in the SPACEHAB module or Orbiter
     middeck (if applicable) to its stowed location on the ISS.  Descent
     payloads assigned to the Contractor shall reverse the process, moving from
     the ISS stowed location to the module or middeck stowed location.

d.   Perform analyses of all payload test/analytical data as it pertains to
     the physical (structural) and environmental (thermal, acoustics, EMI/EMC)
     interfaces with the SPACEHAB Module.

e.   Validate payload-provided safety and interface verification products.

To assist in Government and Contractor assessments of the mission feasibility
of SPACEHAB payloads, the Contractor shall maintain and provide to the
Government a generic Payload Interface Definition Document (IDD) (DRL Line Item
No. 15) which shall define all payload to SPACEHAB module interfaces.


                                  C-15

<PAGE>   25












                [FIGURE 4 - SSP PROCESS FLOW - RESEARCH MISSIONS]




















                                 C-15(a)


<PAGE>   26

In order for the Government to maintain cognizance over the individual
experiments, the Contractor shall develop and maintain payload specific
Interface Control Agreements (ICA's) (DRL Line Item No. 6).  The payload
specific ICA's shall be organized such that they address, item by item, the
interface requirements set forth in the IDD.

4.2  CARGO ELEMENT (LEVEL II) INTEGRATION

4.2.1  MISSION PAYLOAD COMPLEMENT DEFINITION

Using the mission complement analysis selection process defined in the MIOMP
(DRL Line Item No. 9), and the prioritized candidate payload lists in the ISS
MIP or PRD's, the Contractor shall perform an assessment of the total payload
complement, NASA-sponsored and Contractor-provided, at the individual payload
level, assessing volume, mass, power and other resource requirements of each
individual payload against the requirements of the other payloads on the
mission, and the total resources available from the SSP.  The goal of the
selection process shall be to arrive at a complement of payloads which most
closely meets the gross payload mass allocated to each user without exceeding
the total Orbiter resources available to the Contractor from the SSP for the
mission.  The Contractor shall recommend an optimum total payload complement,
if one is clearly superior.  If no complement is clearly superior, the
Contractor shall assess rational combinations of potential payloads until an
optimum total complement is reached.

To document the mission payload complement definition process the Contractor
shall prepare and present a formal baseline mission manifest briefing to the
SSP R&L IPT.  Results of the Contractor's assessment, including all assumptions
and data sources used to develop the complements, shall be documented as part
of the baseline MRAD (DRL Line Item No. 14). The Contractor shall maintain on
file the individual payload data used in the baseline assessment until the
baseline ICA for each payload is signed.  The data shall be available to the
SSP PIM on request.

The Contractor shall develop and maintain for each mission an integrated MRAD
(DRL Line Item No. 14) which identifies and assesses candidate payload
integration and operation requirements and the associated SPACEHAB module (and
Shuttle middeck, if applicable) resource requirements and constraints necessary
for integration and flight of all candidate payloads for each mission.
Integration issues and recommended solutions (with assumptions, guidelines,
data sources and analysis tools used to reach a solution) will be clearly
identified. This document serves as the integrated payload requirements and
SPACEHAB resource allocation control document  for all payloads assigned to the
Contractor on each mission.  The MRAD is approved by the SSP as a Category I
deliverable document, and is under Contractor configuration control with
changes approved by the SSP.

After the mission complement is baselined by the Government, the Contractor is
responsible for the definition, development and configuration control of all
integration documentation for the middeck payloads (if any) and the cargo
element.

For the payload complement approved by the SSP R&L IPT and documented in the
appropriate PRD, ISS MIP and MRAD, the Contractor shall perform payload and
cargo element analytical and physical integration in accordance with the
processes defined in the MIOMP (DRL Line Item No. 9).

                                  C-16

<PAGE>   27



4.2.2  CARGO ELEMENT INTEGRATION

The Contractor shall perform the following cargo element integration tasks for
the NASA Space Shuttle Program in accordance with the processes defined in the
MIOMP (DRL Line Item No. 9):

a.   Develop and submit to the SSP the required CIP Addendum and associated
     CIP Annex data for each mission as it pertains to cargo element
     requirements for Shuttle resources.

b.   Integrate all payload flight and ground safety data into mission safety
     data packages (Phase 0/I, II, III, and deltas, as required) for review by
     the NASA Flight and Ground Payload Safety Review Panels.

c.   Represent the SPACEHAB module and all payloads to the Space Shuttle
     Program at all NASA payload integration process forums and meetings,
     including payload safety reviews, for each mission.

d.   Develop and implement an integrated Mission Training Plan (DRL Line Item
     No. 2) which includes documentation of all requirements for payload flight
     crew training, scheduling of all payload crew training sessions with the
     NASA Training Coordinator, coordination of all related familiarization and
     hands-on training with the appropriate payload sponsor organization, and
     coordination and conduct of all integrated timeline training sessions at
     the SPACEHAB Payload Processing Facility (SPPF) in Cape Canaveral,
     Florida.

e.   Coordinate the use of facilities at NASA-JSC for crew training in the CCT
     or FFT, if required.

f.   Using technical and operational information provided by the payload
     organizations, develop and produce flight qualified Experiment Operations
     Checklists (EOC's) (DRL Line Item No. 10) for each payload for onboard use
     by the flight crew.  All EOC's will be developed in compliance with
     JSC-08969, Crew Procedures Management Plan, as  modified by a
     NASA/SPACEHAB Memorandum of Agreement dated April, 1995.

g.   Develop payload crew activity timeline inputs for inclusion by NASA in
     the integrated Shuttle Flight Plan.

h.   Receive and physically integrate payload hardware into the SPACEHAB
     module or Orbiter middeck (if required), including manufacture of foam
     cushions as required.  It is the responsibility of the payload provider,
     Principal Investigator, or NASA to arrange and fund shipping to the SPPF.
     Actual turnover of flight hardware will occur at the SPPF or at NASA-KSC
     (for middeck items).

i.   Support NASA-KSC preflight and postflight ground processing activities
     for middeck payloads (if any) assigned to the Contractor, and the SPACEHAB
     cargo element.

j.   Provide on-orbit module resources sufficient to operate the module and
     payloads under design conditions and in the microgravity environment of
     space

k.   Support payload flight operations from the NASA-JSC Mission Control
     Center, including coordinating the support of remote payload POCC's (if
     required).

l.   Physically deintegrate payload hardware from the module and return it to
     the payload provider, Principal Investigator, or NASA-JSC.  Actual
     turnover of the hardware will occur at the SPPF, NASA-KSC, or Area A at
     Dryden Flight Research Center (DFRC).  It is the

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     responsibility of the payload provider, Principal Investigator, or NASA to
     arrange and fund shipping to a home site.

m.   Provide a post-flight Mission Summary Report (DRL Line Item No. 8)
     providing a summary, to the payload level, of the mission, including each
     payload's performance in relation to its objectives.

Except for complex rack or bulkhead-mounted payloads previously unflown on
either Spacelab, the Orbiter middeck, or SPACEHAB, which would require the
Contractor to develop unique payload-to-module integration hardware, or require
the Government to lease Contractor-owned special experiment support items
identified in Article H.8 of the contract, all payload integration and
operation services shall be considered standard services and within the scope
of this contract.

4.2.3  CARGO ELEMENT INTEGRATION DOCUMENTATION

The Contractor shall provide the products and services to support NASA in the
integration of the SPACEHAB cargo element into the Space Shuttle, or individual
payloads into the Orbiter middeck (if required), as defined in the standard
Space Shuttle payload integration process (reference NSTS 07700, Volume XIV,
Space Shuttle System Payload Accommodations).  The Contractor shall provide to
NASA the technical and programmatic data necessary to facilitate timely
development of the SPACEHAB/Shuttle Interface Control Document, ICD-A-21095
(for the SM and LDM) and ICD-A-TBD (for the RDM), a core Carrier Integration
Plan (CIP), mission-specific CIP Addenda, all relevant CIP Annexes, and Payload
Safety Data Packages.

The CIP and its mission-specific Addenda shall be jointly approved by the Space
Shuttle Program and the Contractor.  CIP and CIP Addendum Change Requests
(CR's) shall be jointly reviewed and approved through the SSP CR process.  CIP
annexes and unique ICD (or ICD addendum) changes shall be jointly approved by
the SSP and the Contractor.  SSP configuration control shall be initiated upon
signature approval.

The NASA-JSC shall maintain configuration control of the documentation cited in
this section in accordance with Mission Integration Control Board Configuration
Management Procedures, NSTS 18468, with the exception of the Launch Site
Support Plan Annex, which will be maintained by the NASA-KSC in accordance with
Instructions for KSC Crew Procedures Configuration Control Board Operations,
KSC K-CM-04.2.

The Contractor shall  support regular and special SSP Mission IPT meetings, SSP
R&L IPT meetings, and all major Shuttle Payload Integration Milestones (e.g.
Cargo Integration Reviews, Flight Planning and Stowage Reviews, Flight
Operation Reviews, Flight Readiness Reviews. Payload Flight and Ground Safety
Reviews, etc.) with the required technical and operational data.

The Contractor shall maintain current the existing SPACEHAB Systems Data Book
(DRL Line Item No. 3) and will provide all necessary data to support
maintenance of the current NASA/SPACEHAB Systems Handbook.

4.3   FLIGHT DESIGN SUPPORT

The Contractor shall support NASA in the production of the integrated flight
design for each SPACEHAB mission by providing cargo element data such as
physical configuration, mass and volume, electrical power and energy
requirements, orbiter attitude requirements and crew time utilization.
Additionally, it is a requirement that the SPACEHAB module not impose any
operational constraints or special requirements (e.g., launch window
constraints, orbital altitude or inclination constraints, etc.) on the SSP
flight design process.


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4.4   MISSION TRAINING SUPPORT

The Contractor shall be responsible for planning and implementing an integrated
training program for the SPACEHAB cargo element, to train flight crew and
ground personnel for each mission.  The training program for each mission shall
include participation by the Orbiter flight crew, the SPACEHAB Flight Control
Team, JSC-Mission Operations Directorate personnel and payload developers and
shall be documented by the Contractor in a Mission Training Plan (MTP) (DRL
Line Item No. 2) and in CIP Annex 7.

4.4.1   SPACEHAB SYSTEMS TRAINING SUPPORT

The SSP is responsible for the training of flight crews and ground support
personnel in the operation and maintenance of SPACEHAB module to Space Shuttle
systems interfaces.  As such, the SSP shall develop detailed crew training
schedules and plans in conjunction with the Contractor for use in each SPACEHAB
mission's training cycle.  The SSP is also responsible for Shuttle Mission
Simulator (SMS) training of the integrated Space Shuttle and SPACEHAB module
system.

Module systems training shall be performed by the Contractor at JSC where
practical; otherwise, at other locations convenient to NASA/Contractor mission
preparation activities and schedules.  As a minimum, the Contractor shall be
required to provide the following module systems training functions:

a.   Systems familiarization briefings in the classroom covering nominal and
     off-nominal systems operations and maintenance.

b.   Hands-on instruction in SPACEHAB module systems operations and
     maintenance using desktop computer trainers, module mockups, and one or
     more flight modules as appropriate to the training task.  This hands-on
     training shall nominally precede SMS training, and shall include module
     systems up to Orbiter interfaces, as well as module/Orbiter systems
     interactions.

c.   Participation in SMS joint integrated mission training sessions.

d.   Instructional training documentation and material as appropriate to the
     training task.

e.   Coordination of integrated training plans and schedules with NASA to
     avoid schedule conflicts and assure proper lesson content, consistent with
     the MTP (DRL Line Item No.2).

f.   Updates to module data and contractor-provided training hardware as
     required to maintain a mission-specific training environment for each of
     the training aids/mockups defined in paragraph 4.4.3 below.

4.4.2   SPACEHAB PAYLOAD TRAINING

The Contractor shall be responsible for the training of flight crews and ground
support personnel in the operation and maintenance of NASA-provided SPACEHAB
payloads and their Contractor-provided mission support equipment.

This training may be performed directly by the Contractor or may be performed
by individual payload providers, but in either case, the overall responsibility
for effective SPACEHAB payload/logistics training rests with the Contractor.
Training shall be located/consolidated so as to limit requirements for NASA
personnel travel.  The Contractor shall coordinate training plans and


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schedules with NASA to avoid schedule conflicts and assure proper lesson
content, consistent with the MTP (DRL Line Item No. 2).  As a minimum, this
training shall include:

a.   Development and provision of training curricula and reference material
     which have been previously verified by the Contractor as adequate to
     accomplish the predetermined objectives of the training lesson.

b.   Provision of payload operations flight procedures and timelines which
     have been previously verified by the Contractor as technically correct and
     operationally achievable.

c.   Provision of integrated payload operations training in a simulator or
     flight unit as appropriate.  The training environment shall include high
     fidelity internal SPACEHAB cabin, payload, and support equipment
     configurations which are representative of a flight environment.
     Additionally, there shall be adequate availability of ground resources
     such as power, cooling, and data management to conduct integrated payload
     operations timelines.  Where payloads assigned to the Contractor are
     located in the Orbiter middeck or flight deck for any phase of the
     mission, and have extensive interaction with Orbiter operations and/or
     controls and displays, the Contractor shall consider requesting the use of
     the SSP Crew Compartment Trainer or Full Fuselage Trainer located at
     NASA-JSC for integrated payload training.  Where payloads assigned to the
     Contractor are transferred to or from the ISS the Contractor shall
     consider requesting the use of ISS trainers located at NASA-JSC for
     payload transfer training.

d.   Provision of training to SPPF ground personnel on a mission-specific
     basis of the unique handling requirements of late access and early
     retrieval payloads.  Training and certification for vertical installation
     or removal of payloads using the KSC-provided Module Vertical Access Kit
     (MVAK) is included.

e.   Assistance to the NASA training team in the development of training plans
     for joint integrated simulations.

4.4.3   TRAINING AIDS AND MOCKUPS

The Contractor shall obtain and provide training aids for use in SPACEHAB
operator training and flight procedures development.  The Contractor shall
provide for routine maintenance of the aids as required to keep them in the
current configuration for the mission being trained, and at an acceptable level
of fidelity for the type of training being performed.  A brief description of
each required training aid follows.

a.   For use with the NASA SMS located at NASA-JSC, existing high fidelity,
     flight-like SPACEHAB Display and Control (D&C) panels which interface with
     the Orbiter subsystem (e.g., environmental control and life support, data
     management, fire suppression, and electrical power).  Additionally, the
     Contractor shall provide the necessary data to develop SMS visual models
     and functional math models of the SPACEHAB structure, systems, and
     subsystems.

b.   For use in the NASA-JSC Sonny Carter Neutral Bouyancy Laboratory (NBL),
     the existing structural mockup of the SPACEHAB single module compatible
     with NBL requirements, to support EVA crew training.

c.   The existing high fidelity trainer for SPACEHAB module systems,
     subsystems, payloads, and support equipment, located at the SPACEHAB
     Payload Processing Facility (SPPF), Cape Canaveral, Florida.  This trainer
     shall be used, where appropriate, for procedure validation and
     simultaneous training of two mission specialists for integrated payload
     operations.  It must be capable of being configured as either a single or
     double module, and of interfacing



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     with payload high fidelity mockups, engineering development units, or
     actual flight hardware to ensure the highest quality integrated orbital
     procedures training in module systems and payload operations.  Interfaces
     to flight hardware shall not degrade the operation, functionality, or
     flight status of the flight hardware.  The mockup shall have internal
     dimensions and clearances which are consistent with those within the flight
     single and double modules.

d.   The Contractor shall provide configuration control and maintenance of the
     existing SPACEHAB Intelligent Familiarization Trainer (SHIFT) located at
     NASA-JSC.  The Contractor shall provide workstations as required for
     software maintenance.  The Government will provide computer workstations
     as required for NASA ground and flight personnel training.

e.   For the STS-95 and STS-107 research missions the Contractor shall
     coordinate with the provider of each experiment payload on the mission for
     a full-scale visual representation (photo, drawing, or 2-D mockup) of the
     experiment front panel for use by the flight crew as a training aid during
     Joint Integrated Simulation's (JIS's).

The insitutional safety requirements that are required for this contract are
restricted to the training and mockup provisions of subparagraphs b. (hardware)
and e. (software) above.  Because these mockups and trainers fall within the
province of JMI 8830.1, "Facilities Baseline Documentation," system safety
requirements are applicable.  To insure compliance with pertinent NASA policies
and requirements and Federal, State, and local regulations for safety and
health, environmental protection, and emergency preparedness, the Contractor
will develop and implement a safety and health program in accordance with a
Safety and Health Plan (DRL Line Item No. 11) as approved by NASA.

4.5   SPACEHAB MODULE SYSTEMS, CONFIGURATION AND STOWAGE DATA

The Contractor shall provide the Government with a SPACEHAB Systems Data Book
(DRL Line Item No. 3) that is an accurate and comprehensive source of module
systems operational data. These data shall be used by the Government for
development of procedures, operational limits, flight rules, preflight mission
design, and as flight reference material.

Because of the rapidly changing nature of payload manifests, especially on
Logistics-class missions, and the approximate 30 day development, printing and
distribution cycle of the printed MRAD, the Contractor shall develop and
maintain current on the Internet an electronic version of the MRAD (DRL Line
Item No. 14) containing SPACEHAB module systems data and data for all payloads
that are assigned by the COTR to the Contractor for integration or assessment
as candidates for SPACEHAB cargo element or middeck accommodations.  The
electronic MRAD shall be maintained by the Contractor in a read-only mode with
current module systems and payload data on a mission-by-mission basis.  The
data content shall reflect dynamic and frequently-used information such as
module layout drawings, resource allocation spreadsheets, and technical and
systems data.  As an added feature, the Contractor shall investigate including
a secure "Status Note" function requiring password access in each mission's
file as a place for Contractor and NASA managers to post status information on
payload/mission integration activities.  This data will be used by the
Contractor and NASA in supporting the identification and integration of
specific payload complements, and to aid in the integration effort required for
SPACEHAB mission level cargo element manifesting.

This information shall reside in an electronic format accessible by personal
computers located and configured as described in Section 2.2.n.

On a mission specific basis, the Contractor shall provide the Government with
integrated SPACEHAB Mission Performance Analyses (DRL Line Item No. 4) which
contain the technical

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data necessary to provide the Contractor and the Government with an
understanding of the mission-unique performance parameters of the SPACEHAB
systems, all module payloads, and the integrated SPACEHAB cargo element.

The Contractor shall provide to the Government a SPACEHAB cargo element
Configuration Management Plan (DRL Line Item No. 5).  This document shall
provide the Government with insight into the Contractor's hardware/software
configuration management system for the SPACEHAB and its payload interfaces.

The Contractor shall include in the Mission Integration and Operations
Management Plan (MIOMP) (DRL Line Item No. 9) a section describing the process
by which payloads are stowed, and may be identified and located during all
phases of flight for both Research and Logistics-class missions.

4.6  SPACE SHUTTLE PROGRAM FLIGHT DOCUMENTATION

The Contractor is responsible for supporting the SSP in the generation of the
flight procedures, malfunction data, support documentation, and the integrated
mission timeline for each mission.  As a minimum, the Contractor is responsible
for the following:

a.   SPACEHAB module systems operations flight documentation shall be jointly
     developed by NASA and the Contractor.  The SPACEHAB MIOMP (DRL Line Item
     No. 9) defines the roles and responsibilities for all operations
     documentation products that must be developed by the Contractor.  The
     MIOMP addresses all the development, configuration control, verification,
     and Flight Data File production aspects including schedules for these
     products, and is approved by NASA.

b.   All integrated SPACEHAB module systems/Shuttle flight procedures, mission
     timelines and SPACEHAB module system flight procedures and associated
     changes shall be the responsibility of NASA/JSC with appropriate inputs
     from the Contractor through the standard integration documentation process
     as defined in paragraph 4.9.  All joint ground procedures will be jointly
     defined and approved and shall be documented in the appropriate CIP
     Annexes.

c.   All SPACEHAB payload flight procedures and timelines shall be the
     responsibility of the Contractor to develop and produce as defined in the
     MIOMP (DRL Line Item No. 9).  All procedures shall meet the Space Shuttle
     crew procedures preparation and production standards.  The NASA-generated
     flight plan shall be the overall controlling document and the
     Contractor-generated payload timelines must operate within the crew time
     allotted by the flight plan.

d.   Results of the Contractor's control process, procedure validation process
     and documentation production process must be reviewed by the NASA-JSC Crew
     Procedures Control Board periodically to ensure timely product delivery
     and coordination with other mission documentation.

e.   All Contractor-generated documentation is required to be a part of the
     flight specific Flight Operations Review (FOR) package and is subject to
     all changes approved by the FOR Board without additional approval by the
     Contractor control process.


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4.7  SPACEHAB INTEGRATION FACILITY

The Contractor shall be responsible for SPACEHAB module maintenance and ground
processing, and payload integration into the module, in a Contractor-provided
facility, the SPACEHAB Payload Processing Facility (SPPF) at Cape Canaveral,
Florida, and shall provide the personnel and GSE to accomplish these
operations.

4.8  SPACEHAB MISSION SUPPORT

The Contractor shall support real-time mission operations for the SPACEHAB
cargo element by providing a SPACEHAB Flight Control Team that is trained and
operates in conjunction with the Space Shuttle Flight Control Team.  The
SPACEHAB Flight Control Team shall participate in Joint Integrated Simulations
(JIS's) conducted by NASA from the NASA-JSC Mission Control Center POCC and the
Customer Support Room (CSR), conducted by NASA, to perform integrated mission
training.  The Contractor shall support real-time operations with this same
team, as defined in Section 5.2 of this Statement of Work.

The Contractor shall develop a Mission Support Handbook (DRL Line Item No. 17)
for each mission to provide NASA, the Contractor's Flight Control Team and the
payload developer community with a convenient, consistent and complete
reference document for use during JIS's and real-time mission operations.

5.0  INTEGRATED OPERATIONS

5.1  INTEGRATED OPERATIONS PLANNING

In addition to identifying the SPACEHAB cargo element operational requirements
and constraints in the appropriate SSP integration documentation, the
Contractor shall develop, maintain and utilize the SPACEHAB Mission Integration
and Operations Management Plan (MIOMP) (DRL Line Item No. 9).

This plan shall identify and define all the various operations processes,
schedules, and interface requirements used by the contractor to manifest and
integrate payloads for a mission, prepare the SPACEHAB module and its payload
complement for flight, support orbital operations, manage the associated data,
and return payloads to their sponsors post flight.  This plan shall be approved
by the COTR and shall describe the following principal functions:

a.   Payload manifesting and integration

b.   Space Shuttle Program mission integration support

c.   Payload flight operations documentation preparation

d.   SPACEHAB module systems and payload operations training

e.   Ground facility utilization

f.   Data management

g.   Simulations and mission operations training and support

h.   Stowage  management (including on-orbit logistics support for
     Logistics-class missions)


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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.

5.2.1  CONTRACTOR PAYLOAD SUPPORT

In preparation for and execution of payload-to-SPACEHAB module integration and
deintegration the Contractor shall provide the following services at the SPPF
in Florida and in the pressurized volumes of the Space Shuttle and SPACEHAB at
the launch pad and landing site.

a.   Coordination of pre- and post-mission shipping and receiving of payload
     flight and training hardware to and from the SPPF.

b.   Provision of Customer Work Areas in the SPPF with the necessary
     security, and administrative and laboratory equipment to control, store
     and prepare for flight payload parts or components, scientific research
     materials and supporting equipment.

c.   Integration of payload and payload interface hardware into the SPACEHAB
     module and deintegration of the same following the module's post-flight
     return.  This includes provision of payload late access and scrub
     turnaround services at the launch pad, and early retrieval services at the
     primary and first alternate landing sites.  It also includes coordination
     with NASA-KSC for installation and removal of any payloads which must fly
     in the Orbiter middeck.

5.2.2  LAUNCH SITE INTEGRATION

All Space Shuttle payload and cargo element integration operations and testing
at the launch and landing site are scheduled and controlled by NASA-KSC Payload
Operations personnel.

5.2.3  CONTRACTOR KSC SUPPORT

The Contractor shall support the Orbiter-to-SPACEHAB cargo element interface
verification and launch processing with personnel and GSE.  Procedure inputs
shall be provided in accordance with KSC procedure development schedules and
reviews and meetings as stated in the KSC Launch Site Support Plan.

5.2.4  DELIVERY TO KSC

The Contractor shall transport the SPACEHAB module from the SPPF to KSC and
deliver it to the O&C or SSPF for vertical installation into the Orbiter in
support of KSC requirements.

5.2.5  KSC FACILITY COMPATIBILITY

The SPACEHAB flight hardware and any Contractor-supplied GSE to be used at KSC
in support of SPACEHAB module installation, integration and launch processing
shall be compatible with existing KSC facility resources and capabilities as
defined in NSTS 07700, Volume XIV, Appendix 5 - Systems Description and Design
Data - Ground Operations.  Any needed changes shall be defined and funded by
the Contractor.



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5.2.6  FIT CHECKS

The Contractor shall support fit checks as required by the CIP at KSC for any
Contractor-provided flight item that has been approved by the SSP for middeck
installation into the Orbiter.  New or modified equipment to be installed by
the crew for the first time on orbit must be fit checked prior to flight (e.g.,
at the Crew Equipment Interface Test).

5.2.7  LATE ACCESS

The Contractor shall negotiate with the SSP through the CIP for resolution of
any flight hardware issues regarding late pad (after payload bay door closure)
access that could potentially impact the Orbiter closeout timeline for launch.
The Contractor is responsible for delivery of middeck installed late access
payloads (if any) to KSC personnel at the launch pad, and for installation of
late access payloads into the  SPACEHAB module using the KSC-provided MVAK.

5.2.8 LAUNCH SUPPORT

The Contractor shall coordinate his operations with, and participate in, KSC
launch operations (e.g., real-time pre-launch and landing operations)
associated with each mission.  Launch and landing operations support shall be
provided from the KSC Launch Control Center (LCC), or other locations as
appropriate.

5.2.9  SCRUB TURNAROUND

The Contractor shall obtain prior approval from the SSP through the CIP for any
middeck or module payload that would require access/replacement prior to the
next launch attempt.  The Contractor shall be responsible for delivery of any
replacement middeck installed payloads to KSC personnel at the launch pad.
Using the KSC-provided MVAK the Contractor is responsible for scrub turnaround
payload removal and reinstallation in the module.

5.2.10  END-OF-MISSION ACCESS

The Contractor shall negotiate with the SSP through the CIP for early module
access at the end of a mission.  In concert with KSC landing and recovery
personnel, and if necessary to meet payload complement requirements, the
Contractor shall provide the support necessary, including GSE, for the
accomplishment of approved payload early removal from the module at the primary
and first alternate landing sites.  At the primary landing site the Contractor
shall be ready to support a landing at any time after launch.  At the first
alternate landing site the Contractor shall be ready to support a landing after
a Minimum Duration Flight (MDF).  If a landing occurs before a MDF, support
shall be on a best effort basis.  If necessary to provide timely support at the
first alternate landing site the Contractor shall preposition GSE there to
support payload removal.  The Contractor shall have in place a written rapid
response plan to move the necessary personnel and equipment for payload and
module recovery to other alternate or abort landing sites, if so directed,
either in conjunction with, or independent from, Government-provided (on a
space-available basis) personnel and GSE transportation.

5.2.11  RETURN TO THE SPPF

The Contractor shall be responsible for providing return transportation of the
module from KSC to the SPPF after post-mission deintegration.  Under normal
conditions (a Space Shuttle landing at KSC after a nominal duration mission)
the module is expected to be returned to the Contractor for transportation to
the SPPF 10 days after landing.  To allow completion of contract activity
within 45 days after return of the module flown on the last mission under this
contract, KSC will be


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requested to expedite module turnover to the Contractor.  Under normal
conditions this can be accomplished within 8 days after landing.

5.2.12  POST FLIGHT DATA ANALYSIS

The Contractor shall provide, or coordinate the provision of, the required
historical flight data and timeline information identified in the CIP to
payload providers and Principal Investigators in support of payload post-flight
analysis activities.

5.3  FLIGHT OPERATIONS SUPPORT

The Contractor shall provide to the Government flight-ready Payload Flight
Operations Procedures and Timelines (DRL Line Item No. 10).  These documents
shall be delivered according to established NASA preflight milestones and shall
be used to support crew training, integrated simulations and flight operations.

For pre-mission JIS's and for mission flight operations, the Contractor shall
provide operational management for the SPACEHAB cargo element from the NASA-JSC
MCC POCC and CSR areas.  The Contractor shall participate in daily meetings of
the SSP Mission Management Team (MMT).  Additionally, the Contractor shall
staff and operate MCC facilities provided by NASA for payload technical and
scientific personnel in a controlled area in close proximity to the JSC POCC.
The following services shall be provided by the Contractor for each mission:

a.   POCC procedures and support which will allow payload personnel to
     monitor real-time operations during the prelaunch, flight, and postlanding
     phases of the mission.  Payloads shall be kept advised of flight
     operations affecting their experiments and participate in real-time
     operations and planning activities.  For payloads utilizing remote POCC's
     the Contractor shall coordinate and integrate their activities into the
     SPACEHAB cargo element POCC processes, procedures and controls.

b.   Using telemetry, voice and video data services available in the POCC the
     Contractor shall  monitor and, as required, control SPACEHAB cargo element
     systems and payload operations over the duration of the mission.

c.   The Contractor shall provide administrative services for
     acquiring/copying and routing of mission-related module and payload data
     and correspondence to local and remote locations.

The JSC POCC shall be utilized for the SPACEHAB cargo element operations
support personnel and the CSR for program management support.  For JSC POCC
capabilities, reference the POCC Capabilities Document, NSTS 21063.

6.0  SAFETY

The Contractor is responsible for assuring that the SPACEHAB cargo element and
the GSE (including interfaces and operations) are safe.  The SPACEHAB module
and GSE design and operations must comply with the safety requirements defined
in this section.  Payload compliance with the safety requirements is assessed
by the SSP through a multi-phased flight and ground safety review and safety
certification process.  Successful completion of these safety reviews, and of
the safety certifications, are prerequisites for approval by the SSP for ground
processing and flight.

The Contractor shall provide flight and ground safety data for the integrated
payload element to the SSP as specified by NSTS 13830, Implementation Procedure
for NSTS Payloads System Safety Requirements.  Separate flight and ground
Safety Analyses and Hazard Analyses reports


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(DRL Line Item No. 7) will be provided as phased submittals to the JSC and KSC
Payload Safety Review panels.

At the time of delivery of the payload hardware, the Contractor shall obtain a
Payload Configuration Certification from each payload provider which shall
certify that the hardware provided is identical in configuration and
construction to the hardware described at the Phase III Flight and Ground
Safety reviews.

6.1  SPACEHAB MODULE DESIGN AND FLIGHT OPERATIONS REQUIREMENTS

The SPACEHAB module design (including interfaces and operations) shall comply
with the requirements of NSTS 1700.7B, Safety Policy and Requirements for
Payloads Using the Space Transportation System.  Interpretations or
clarification of these requirements are contained in NSTS 18798,
Interpretations of NSTS Payload Safety Requirements.  The module shall meet
these requirements at the launch/landing sites and during flight operations and
ferry flights.

6.2  GSE DESIGN AND GROUND OPERATIONS REQUIREMENTS

The SPACEHAB module and GSE design (including interfaces and operations) shall
comply with the requirements of NSTS 1700.7B  and 45 SPW HB S-100/KHB 1700.7,
Space Transportation System Payload Ground Safety Handbook, for launch site
processing and post-landing operations including abort, contingency, and
emergency landings.

6.3  SAFETY AND REVIEW REQUIREMENTS

The implementation of the safety requirements of NSTS 1700.7B and 45 SPW HB
S-100/KHB 1700.7 shall be accomplished by NSTS 13830, Implementation Procedure
for Space Shuttle Payloads System Safety Requirements.

The safety documentation shall be provided by the Contractor to the appropriate
NASA organization (JSC or KSC) for each mission flight or ground safety review.
The safety review meeting shall be scheduled approximately 45 days after the
receipt of a data submittal acceptable to the appropriate Payload Safety Review
panel.

7.0   MAJOR MILESTONES

In order to assure compatibility of the SPACEHAB cargo element with the Space
Shuttle program, the milestones presented in Figure 1 must be met.

8.0  APPLICABLE DOCUMENTS

In performing its obligations under this contract, the Contractor shall use the
current issue of the following documents:

1.   NSTS 07700, Volume XIV:  Space Shuttle System Payload Accommodations,
     with Appendices 1-10

2.   NSTS 07700, Volume XIV, Attachment 1, ICD 2-19001:  Shuttle Orbiter/Cargo
     Standard Interfaces

3.   NSTS 1700.7B:  Safety Policy and Requirements for Payloads using the
     Space Transportation System (STS)

4.   NSTS 13830:  Implementation Procedure for STS Payloads System Safety
     Requirements


                                  C-27


<PAGE>   38



5.   NSTS 21063-POC-CAP: POCC Capabilities Document

6.   45 SPW HB S-100/KHB 1700.7:  Space Shuttle Payload Ground Safety Handbook

7.   NSTS 18468:  Mission Integration Control Board Configuration Management
     Procedures

8.   KSC K-CM-04.2:  Instructions for KSC Crew Procedures Configuration
     Control Board Operations

9.   NSTS 18798:  Interpretations of NSTS Payload Safety Requirements

10.  ICD-A-21095: Shuttle Orbiter/SPACEHAB Cargo Element Interfaces

11.  JMI 8830.1: Facilities Baseline Documentation

12.  MDC 91W5023: SPACEHAB Experiment Interface Definition Document

13.  Electronic Industries Association (EIA) Standard RS-310-C: Racks, Panels,
     and associated Equipment

14.  JSC-08969: Crew Procedures Management Plan

15.  NASA/SPACEHAB Memorandum of Agreement on Crew Procedures, April, 1995

16.  ICD-A-TBD: Shuttle Orbiter/SPACEHAB RDM Cargo Element Interfaces



                                  C-28
<PAGE>   39





                                   SECTION D


                                    RESERVED


                                [END OF SECTION]





                                      D-1
<PAGE>   40




                                   SECTION E

                           INSPECTION AND ACCEPTANCE


E.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE

         NOTICE:  The following contract clauses pertinent to this section are
         hereby incorporated by reference:

         I.   FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER               DATE               TITLE
                 ------               ----               -----
                 <S>                  <C>                <C>
                 52.246-4             AUG 1996           INSPECTION OF SERVICES-FIXED-PRICE
</TABLE>

         II.  NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER               DATE               TITLE
                 ------               ----               -----
                 <S>                  <C>                <C>
                 1852.246-73          MAR 1997           HUMAN SPACE FLIGHT ITEM
</TABLE>


                                (End of clause)

E.2      ACCEPTANCE

Acceptance of flight and ground hardware and integration and operations
services set forth in Section C shall be by the Contracting Officer or his/her
duly authorized representative on a flight-by-flight basis.  Complete
compliance with the provisions of Clause E.3 entitled "Definition of Acceptance
Service" will demonstrate that service has been delivered.

                                (End of clause)

E.3      DEFINITION OF ACCEPTABLE SERVICE

The lease of flight and ground hardware and integration and operations services
shall meet the requirements specified in the Statement of Work set forth in
Section C.

Acceptance shall be made on a per-flight basis.  If services are not provided
as required, the parties agree that one remedy available to the Government is
an equitable adjustment to the contract price (made in accordance with the
procedural provisions of the Changes clause, and any other applicable clauses).

Nothing in this provision shall limit the Government's rights under the
Termination for Convenience or Default clauses, nor its right to recover
damages for breach of contract.

                                (End of clause)


                                     E-1
<PAGE>   41
E.4      QUALITY ASSURANCE SURVEILLANCE PLAN (JSC 52.246-93) (JULY 1996)

A Quality Assurance Surveillance Plan (QASP) will be developed and implemented
by the Contracting Officer's Technical Representative (COTR) as a part of the
contract administration and monitoring activities conducted to assure that the
Government receives products and services that conform to contract
requirements.  The nature and extent of quality assurance surveillance
contemplated in this plan will be based, in part, on the specific content of
the contractor's Quality Plan (included in Section J).

                                (End of clause)

                                [END OF SECTION]





                                      E-2
<PAGE>   42



                                   SECTION F

                           DELIVERIES OR PERFORMANCE

F.1    LISTING OF CLAUSES INCORPORATED BY REFERENCE

       NOTICE:  The following contract clauses pertinent to this section are
       hereby incorporated by reference:

       I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER               DATE                  TITLE
                 ------               ----                  -----
                 <S>                  <C>                   <C>
                 52.242-15            AUG 1989              STOP-WORK ORDER
                 52.247-34            NOV 1991              F.O.B. DESTINATION
</TABLE>

       II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

                 CLAUSE
                 NUMBER                 DATE                TITLE
                 ------                 ----                -----

                No NASA By reference clauses in Section D.

                                (End of Clause)

F.2    COMPLETION OF WORK (JSC 52.212-95)(SEP 1988)

All work required under this contract, including submission of all reports,
shall be completed on or before July 12, 2000.

                                (End of Clause)

F.3    OPTION TO EXTEND COMPLETION OF WORK

The Government may require the Contractor to continue to perform services under
this contract.  The Contracting Officer may exercise each option by issuance of
a unilateral contract modification no later than 15 months prior to the launch
opportunity date.  These options will be exercised prior to the end of the
completion of work set forth in Article F.3.  Should an option be exercised,
the resultant contract will include all terms and conditions of the basic
contract as it exists immediately prior to the exercise of the option, except
for the following changes:

OPTION 1
Add a fourth mission to the contract.  STS-107 will be replaced by a logistics
double module at 95% NASA allocation and the research double module at 82% NASA
allocation will be moved to another flight.

A.  Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $15,800,000 to the contract value.  Article B.2 shall be deleted in
its entirety and replaced with the following:





                                      F-1
<PAGE>   43

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

The total firm-fixed price of this contract is $58,660,000.

                                (End of clause)"

B.  Article B.3 entitled, "Milestone Schedule," item 3 shall be modified to
reflect the logistics double module and item 4 shall shall be added to the
contract:

<TABLE>
<CAPTION>
                                                                      Delivery        Firm-Fixed
Item Number                       Services                              Date             Price
-----------                       --------                              ----             -----
<S>                                                                    <C>            <C>
    3         Lease of Logistics Double Module and
              related integration services
              on STS-107 (95% NASA Allocation)
    3a        Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 2,962,500
    3b        Delivery of Finite Element structural
              models, thermal models, and Mission
              Training Plan                                             L-9 mo.       $ 2,962,500
    3c        Submittal of Phase III Safety Data
              Packages (Flight & Ground)                                L-5 mo.       $ 3,950,000
    3d        All Interface Control Agreements
              (core ICD's, SIA's, PTA's)
              baselined                                                 L-3 mo.       $ 1,975,000
    3e        Analytical Engineering Analyses
              (Structural, Thermal, EMI/EMC and
              Acoustics) delivered to SSP                               L-2 mo.       $   987,500
    3f        Delivery of flight-ready SPACEHAB
              double module in accordance with the
              SOW to KSC                                                L-1 mo.       $   987,500
    3g        Post-flight destow process complete                       R+1 mo.       $ 1,975,000

SUBTOTAL STS-107                                                                      $15,800,000

   4          Lease of Research Double Module
              and related integration services
              on STS-TBD (82 % NASA Allocation)
   4a         Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 3,712,500
   4b         Delivery of Finite Element structural
              models, thermal models, and Mission
              Training Plan                                             L-9 mo.       $ 3,712,500
   4c         Submittal of Phase III Safety Data
              Packages (Flight & Ground)                                L-5 mo.       $ 4,950,000
   4d         All Interface Control Agreements
              (core ICD's, SIA's, PTA's) baselined                      L-3 mo.       $ 2,475,000
</TABLE>





                                     F-2
<PAGE>   44



<TABLE>
<CAPTION>
                                                                        Delivery      Firm-Fixed
Item Number               Services                                        Date           Price
-----------               --------                                        ----           -----
 <S>          <C>                                                       <C>           <C>
   4e         Analytical Engineering Analyses
              (Structural, Thermal, EMI/EMC and
              Acoustics) delivered to SSP                               L-2 mo.       $ 1,237,500
   4f         Delivery of flight-ready SPACEHAB
              module in accordance with the
              SOW to KSC                                                L-1 mo.       $ 1,237,500
   4g         Post-flight destow process complete                       R+1 mo.       $ 2,475,000

SUBTOTAL STS-TBD                                                                      $19,800,000

TOTAL PAYMENTS                                                                        $58,660,000
</TABLE>

C.  Section C, Statement of Work will be modified as follows:

1.  Section 2.3  SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five 
    is deleted in its entirety and replaced with the following:

<TABLE>
<CAPTION>
                      Mass         NASA Allocation     Contractor Allocation
                      ----         ---------------     ---------------------
Mission  Config.   Capability      %, (lbm), [kg]          %, (lbm), [kg]     
-------  -------   ----------      --------------          --------------
<S>       <C>      <C>          <C>                     <C>
STS-95    SM       4,800 lbm    55, (2,640), [1197]     45, (2,160), [980]
STS-96    LDM      9,000 lbm    100, (9,000), [4082]            0
STS-107   LDM      9,000 lbm    95, (8,550), [3878]      5, (450), [204] '
STS-TBD   RDM      9,000 lbm    82, (7,380), [3347]     18, (1,620), [735]
</TABLE>



D.  F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.

OPTION 2
Add a fourth mission to the contract.  STS-107 will be replaced by a logistics
double module at 100% NASA allocation and the research double module at 82%
NASA allocation will be moved to another flight.

A.  Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
    addition of $17,860,000 to the contract value.  Article B.2 shall be
    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 $60,720,000.

                                (End of clause)"





                                      F-3
<PAGE>   45
B.  Article B.3 entitled, "Milestone Schedule," shall be modified by the
addition of the following milestones:

<TABLE>
<CAPTION>
                                                                             Delivery       Firm-Fixed
Item Number                       Services                                     Date           Price
-----------                       --------                                     ----           -----
<S>                <C>                                                      <C>            <C>
      3            Lease of Logistics Double Module and
                   related integration services
                   on STS-107 (100% NASA Allocation)
      3a           Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 3,348,750
      3b           Delivery of Finite Element structural
                   models, thermal models, and Mission
                   Training Plan                                             L-9 mo.       $ 3,348,750
      3c           Submittal of Phase III Safety Data
                   Packages (Flight & Ground)                                L-5 mo.       $ 4,465,000
      3d           All Interface Control Agreements
                   (core ICD's, SIA's, PTA's)
                   baselined                                                 L-3 mo.       $ 2,232,500
      3e           Analytical Engineering Analyses
                   (Structural, Thermal, EMI/EMC and
                   Acoustics) delivered to SSP                               L-2 mo.       $ 1,116,250
      3f           Delivery of flight-ready SPACEHAB
                   double module in accordance with the
                   SOW to KSC                                                L-1 mo.       $ 1,116,250
      3g           Post-flight destow process complete                       R+1 mo.       $ 2,232,500

SUBTOTAL STS-TBD                                                                           $17,860,000

      4            Lease of Research Double Module
                   and related integration services
                   on STS-TBD (82 % NASA Allocation)
      4a           Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 3,712,500
      4b           Delivery of Finite Element structural
                   models, thermal models, and Mission
                   Training Plan                                             L-9 mo.       $ 3,712,500
      4c           Submittal of Phase III Safety Data
                   Packages (Flight & Ground)                                L-5 mo.       $ 4,950,000
      4d           All Interface Control Agreements
                   (core ICD's, SIA's, PTA's) baselined                      L-3 mo.       $ 2,475,000
      4e           Analytical Engineering Analyses
                   (Structural, Thermal, EMI/EMC and
                   Acoustics) delivered to SSP                               L-2 mo.       $ 1,237,500
      4f           Delivery of flight-ready SPACEHAB
                   module in accordance with the
                   SOW to KSC                                                L-1 mo.       $ 1,237,500
</TABLE>





                                      F-4
<PAGE>   46



<TABLE>
<CAPTION>
                                  Delivery                       Firm-Fixed
Item Number                       Services                          Date           Price
-----------                       --------                          ----           -----
<S>                <C>                                            <C>           <C>
      4g           Post-flight destow process complete            R+1 mo.       $ 2,475,000
                                                        
SUBTOTAL STS-TBD                                                                $19,800,000
                                                        
TOTAL PAYMENTS                                                                  $60,720,000
</TABLE>


C. Section C, Statement of Work will be modified as follows:

1. Section 2.3  SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five is
   deleted in its entirety and replaced with the following:

<TABLE>
<CAPTION>
'                                    Mass               NASA Allocation          Contractor Allocation
                                     ----               ---------------          ---------------------
    Mission        Config.       Capability            %, (lbm), [kg]              %, (lbm), [kg]
    -------        -------       -----------           --------------              --------------
    <S>              <C>          <C>               <C>                          <C>            
    STS-95           RSM          4,800 lbm          55, (2,640), [1197]         45, (2,160), [980]
    STS-96           LDM          9,000 lbm         100, (9,000), [4082]                  0
    STS-107          LDM          9,000 lbm         100, (9,000), [4082]                  0'
    STS-TBD          RDM          9,000 lbm          82, (7,380), [3347]         18, (1,620), [735]
</TABLE>

D.  F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.

OPTION 3
Add a fourth mission for a logistics double module at 95% NASA allocation to
the contract.

A.  Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $15,800,000 to the contract value.  Article B.2 shall be 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 $58,660,000.

                                (End of clause)"

B.  (1)  Article B.3 entitled, "Milestone Schedule" shall be modified to add
the following milestones established as follows:

<TABLE>
<CAPTION>
                                                                             Delivery       Firm-Fixed
Item Number                       Services                                     Date           Price
-----------                       --------                                     ----           -----
         <S>       <C>                                                       <C>           <C>
         4         Lease of Logistics Double Module and
                   related integration services
                   on STS-TBD (95% NASA Allocation)
         4a        Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 2,962,500
</TABLE>





                                     F-5
<PAGE>   47



<TABLE>
<CAPTION>
                                                                             Delivery       Firm-Fixed
Item Number                       Services                                     Date           Price
-----------                       --------                                     ----           -----
<S>                                                                          <C>           <C>
         4b        Delivery of Finite Element structural
                   models, thermal models, and Mission
                   Training Plan                                             L-9 mo.       $ 2,962,500
         4c        Submittal of Phase III Safety Data
                   Packages (Flight & Ground)                                L-5 mo.       $ 3,950,000
         4d        All Interface Control Agreements
                   (core ICD's, SIA's, PTA's)
                   baselined                                                 L-3 mo.       $ 1,975,000
         4e        Analytical Engineering Analyses
                   (Structural, Thermal, EMI/EMC and
                   Acoustics) delivered to SSP                               L-2 mo.       $   987,500
         4f        Delivery of flight-ready SPACEHAB
                   double module in accordance with the
                   SOW to KSC                                                L-1 mo.       $   987,500
         4g        Post-flight destow process complete                       R+1 mo.       $ 1,975,000

TOTAL PAYMENTS-STS-TBD                                                                     $15,800,000

TOTAL PAYMENTS                                                                             $58,660,000
</TABLE>


C. Section C, Statement of Work will be modified as follows:

1. Section 2.3  SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five.
   Revise the table in the paragraph as follows:

<TABLE>
<CAPTION>
'                                    Mass              NASA Allocation          Contractor Allocation
                                     ----              ---------------          ---------------------
    Mission        Config.       Capability            %, (lbm), [kg]              %, (lbm), [kg]
    -------        -------       -----------           --------------              --------------
    <S>              <C>          <C>               <C>                          <C>
    STS-95           SM           4,800 lbm          55, (2,640), [1197]         45, (2,160), [980]
    STS-96           LDM          9,000 lbm         100, (9,000), [4082]                  0
    STS-107          RDM          9,000 lbm          82, (7,380), [3347]         18, (1,620), [735]
    STS-TBD          LDM          9,000 lbm          95, (8,550), [3878]          5, (450), [204] '
</TABLE>

D.  F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.

OPTION 4
Add a fourth mission for a logistics double module at 100% NASA allocation to
the contract.

A.  Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $17,860,000 to the contract value.  Article B.2 shall be deleted in
its entirety and replaced with the following:



                                     F-6
<PAGE>   48

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

The total firm-fixed price of this contract is $60,720,000.

                                (End of clause)"

B.  (1)  Article B.3 entitled, "Milestone Schedule" shall be modified to add
the following milestones established as follows:

<TABLE>
<CAPTION>
                                                                             Delivery       Firm-Fixed
Item Number                       Services                                     Date           Price
-----------                       --------                                     ----           -----
         <S>       <C>                                                       <C>           <C>
         4         Lease of Logistics Double Module and
                   related integration services
                   on STS-TBD (100% NASA Allocation)
         4a        Baseline MRAD, submit CIP Addendum                        L-12 mo.      $ 3,348,750
         4b        Delivery of Finite Element structural
                   models, thermal models, and Mission
                   Training Plan                                             L-9 mo.       $ 3,348,750
         4c        Submittal of Phase III Safety Data
                   Packages (Flight & Ground)                                L-5 mo.       $ 4,465,000
         4d        All Interface Control Agreements
                   (core ICD's, SIA's, PTA's)
                   baselined                                                 L-3 mo.       $ 2,232,500
         4e        Analytical Engineering Analyses
                   (Structural, Thermal, EMI/EMC and
                   Acoustics) delivered to SSP                               L-2 mo.       $ 1,116,250
         4f        Delivery of flight-ready SPACEHAB
                   double module in accordance with the
                   SOW to KSC                                                L-1 mo.       $ 1,116,250
         4g        Post-flight destow process complete                       R+1 mo.       $ 2,232,500

SUBTOTAL STS-TBD                                                                           $17,860,000

TOTAL PAYMENTS                                                                             $60,720,000
</TABLE>


C. Section C, Statement of Work will be modified as follows:

1. Section 2.3  SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five is
   deleted in its entirety and replaced with the following:





                                     F-7
<PAGE>   49




<TABLE>
<CAPTION>
                            '                             Mass               NASA Allocation          Contractor Allocation
                            -                             ----               ---------------          ---------------------
                         Mission        Config.       Capability            %, (lbm), [kg]              %, (lbm), [kg]
                         -------        -------       -----------           --------------              --------------
                         <S>              <C>          <C>               <C>                          <C>             
                         STS-95           RSM          4,800 lbm          55, (2,640), [1197]         45, (2,160), [980]
                         STS-96           LDM          9,000 lbm         100, (9,000), [4082]                  0
                         STS-107          RDM          9,000 lbm          82, (7,380), [3347]         18, (1,620), [735]
                         STS-TBD          LDM          9,000 lbm         100, (9,000), [4082]                  0'
</TABLE>

D.  F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.

                                (End of Clause)

F.5      AGREEMENT CONCERNING DELAYS IN SHUTTLE LAUNCH DATES AS SET FORTH IN
         THE CONTRACT AND RELATED EQUITABLE ADJUSTMENTS

         Since flight schedule changes are likely to occur, launch schedule
variations shall not be subject to the changes clause as long as they:

1) Do not increase the total period of performance under this contract, and
2) Allow the contractor at least 45 days to process hardware in the SPPF between
   consecutive missions.

                               (End of provision)


                                [END OF SECTION]





                                     F-8
<PAGE>   50



                                   SECTION G

                          CONTRACT ADMINISTRATION DATA


G.1    LISTING OF CLAUSES INCORPORATED BY REFERENCE 

       NOTICE:  The following contract clauses pertinent to this section are
       hereby incorporated by reference:

       I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

                 CLAUSE
                 NUMBER                        DATE                 TITLE
                 ------                        ----                 -----

                 No FAR By-reference clauses in Section G.

       II  NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER                        DATE                 TITLE
                 ------                          --                 -----
                 <S>                           <C>                  <C>
                 1852.245-70                   JUL 1997             CONTRACTOR REQUESTS FOR GOVERNMENT-OWNED EQUIPMENT
                 1852.245-73                   SEP 1996             FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF
                                                                    CONTRACTORS
</TABLE>

                                (End of clause)

G.2      TECHNICAL DIRECTION (NASA 18-52.242-70)(SEP 1993)

(a)    Performance of the work under this contract is subject to the written
technical direction of the Contracting Officer's Technical Representative
(COTR), who shall be specifically appointed by the Contracting Officer in
writing in accordance with NASA FAR Supplement 18-42.270.  "Technical
direction" means a directive to the Contractor that approves approaches,
solutions, designs, or refinements; fills in details or otherwise completes the
general description of work or documentation items; shifts emphasis among work
areas or tasks; or furnishes similar instruction to the Contractor.  Technical
direction includes requiring studies and pursuit of certain lines of inquiry
regarding matters within the general tasks and requirements in Section C of
this contract.

(b)    The COTR does not have the authority to, and shall not, issue any
instruction purporting to be technical direction that--

       (1)  Constitutes an assignment of additional work outside the statement
of work;

       (2)  Constitutes a change as defined in the changes clause;

       (3)  Constitutes a basis for any increase or decrease in the award fee
or the time required for contract performance;

       (4)  Changes any of the expressed terms, conditions, or specifications
of the contract; or





                                     G-1
<PAGE>   51




       (5)  Interferes with the contractor's rights to perform the terms and
conditions of the contract.

(c)    All technical direction shall be issued in writing by the COTR.

(d)    The Contractor shall proceed promptly with the performance of technical
direction duly issued by the COTR in the manner prescribed by this clause and
within the COTR's authority.  If, in the Contractor's opinion, any instruction
or direction by the COTR falls within any of the categories defined in
paragraph (b) above, the Contractor shall not proceed but shall notify the
Contracting Officer in writing within 5 working days after receiving it and
shall request the Contracting Officer to take action as described in this
clause.  Upon receiving this notification, the Contracting Officer shall either
issue an appropriate contract modification within a reasonable time or advise
the Contractor in writing within 30 days that the instruction or direction is--

       (1)  Rescinded in its entirety; or

       (2)  Within the requirements of the contract and does not constitute a
change under the Changes clause of the contract, and that the Contractor should
proceed promptly with its performance.

(e)    A failure of the contractor and contracting officer to agree that the
instruction or direction is both within the scope of the contract and does not
constitute a change under the changes clause, or a failure to agree upon the
contract action to be taken with respect to the instruction or direction, shall
be subject to the Disputes clause of this contract.

(f)    Any action(s) taken by the contractor in response to any direction given
by any person other than the Contracting Officer or the COTR shall be at the
Contractor's risk.

                                (End of clause)

G.3      LIST OF GOVERNMENT-FURNISHED PROPERTY (NASA 1852.245-76)
         (OCT 1988)

For performance of work under this contract, the Government will make available
Government property identified in Attachment J-IV of this contract on a
no-charge-for-use basis. The Contractor shall use this property in the
performance of this contract at the Kennedy Space Center and at other
location(s) as may be approved by the Contracting Officer.  Under the FAR
52.245 Government property clause of this contract, the Contractor is
accountable for the identified property.

<TABLE>
<CAPTION>
                                      Acquisition          Date to be Furnished
Item             Quantity                Cost              to the Contractor
----             --------                ----              -----------------
<S>                 <C>
See Attachment J-IV
</TABLE>

                                (End of clause)

G.4      BASE SUPPORT

A. It is the Government's policy to furnish, to the maximum practicable extent 
   and on a no-charge-for-use basis, available property and equipment, at the
   Kennedy Space Center and the Cape Canaveral Air Station.  Therefore, to
   avoid unnecessary duplication of facilities and





                                      G-2
<PAGE>   52



    capabilities, the Contractor shall utilize available assigned Government,
    equipment, tools, supplies, materials, hardware and services as specified
    in the attachments to this contract; and in KHB 4000.1C w/ch 3, entitled
    "Supply Support System Manual."

                                (End of clause)

G.5      SUBMISSION OF INVOICES (JSC 52.232-90) (OCT 1993)

Invoices shall be prepared and submitted in quadruplicate unless otherwise
specified.  Invoices shall contain the following information as applicable:
contract and order number, item numbers. Description of supplies or services,
sizes, quantities, unit prices, and extended totals.  Invoices shall be
submitted to:

         NASA Johnson Space Center
         Attn:  BV2/Christine Mack
         2101 NASA Road 1
         Houston, TX 77058-3696

                                (End of clause)

G.6      IDENTIFICATION OF EMPLOYEES (JSC 52.242-92)(MAY 1993)

At all times while on Government property, the Contractor, subcontractors,
their employees and agents shall wear badges which will be issued by the NASA
Contract and Pass Office, located in building No. 110.  Badges will be issued
only between the hours of 7:00 a.m. and 4:00 p.m., Monday through Friday.  Each
individual who wears a badge will be required to sign personally for the badge.
The Contractor will be held accountable for these badges, and immediately after
completion of the work, they shall be returned to the NASA Contract Badge and
Pass Office.  Failure to turn in badges upon completion of the work may result
in final payment being delayed.

                                (End of Clause)

G.7      SECURITY CONTROLS AT KSC (KSC 52.204-90)(JAN 1992)

A.  Identification of Employees

         1.  The contractor shall require each employee engaged on the work 
site to display NASA-furnished identification badges and special access badges
at all times.  The contractor shall obtain and submit badging request forms on
each person employed or to be employed by the contractor under this contract. 
The contractor shall designate his own security and badging officials to act as
points of contact for the KSC Security Office.  Prior to proceeding with onsite
performance, the contractor shall submit the following information to the NASA
Security Office, (FF-SI-B), Kennedy Space Center:

         a. Contract number and location of work site(s)
         b. Contract commencement and completion dates
         c. Status as prime or subcontractor
         d. Names of designated security and badging officials





                                     G-3
<PAGE>   53




        2.  Identification and badging of employees shall be accomplished as
soon as practicable after award of the contract.  During performance of the
contract, the contractor shall, upon termination of an employee, immediately
deliver badges and/or passes issued to the employee to the NASA Security
Office.  It is agreed and understood that all NASA identification badges/passes
remain the property of NASA, and the Government reserves the right to invalidate
such badges/passes at any time.

B.  Access to Controlled Areas within KSC

        1.  Certain areas within KSC have been designated as Controlled Areas. 
These are normally surrounded by fencing and have an entrance gate monitored by
a guard or monitoring device.  Access into such areas is classified into
"escorted" and "unescorted" access.  For each employee for which the contractor
desires to have unescorted access, the prescribed forms must be submitted to the
NASA Security Office.  Due to the time required to process requests for
unescorted access, the contractor is advised to complete and submit the required
forms as soon as practicable after contract award.  Within 14 working days after
the receipt of the forms, the NASA Security Office will determine whether the
person is eligible for unescorted access.

        2.  The prime contractor is responsible for providing escort services
for any of his employees and/or any subcontractor employees who are not
eligible for unescorted access.

        3.  All requests for unescorted access by subcontractors will be
submitted through the prime contractor for forwarding to the NASA Security
Office.

                                (End of clause)


                                [END OF SECTION]





                                      G-4
<PAGE>   54
                                   SECTION H

                         SPECIAL CONTRACT REQUIREMENTS

H.1      LISTING OF CLAUSES INCORPORATED BY REFERENCE

         NOTICE:  The following contract clauses pertinent to this section are
         hereby incorporated by reference:

         I.      FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

                 CLAUSE
                 NUMBER                    DATE                     TITLE
                 ------                    ----                     -----
                 No FAR By-reference clauses in Section H.

         II.     NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR
         CHAPTER 18)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER                DATE                      TITLE
                 ------                ----                      -----
                 <S>                   <C>                       <C>
                 1852.223-70           MAR 1997                  SAFETY AND HEALTH
                 1852.228-72           SEPT 1993                 CROSS WAIVER OF
                                                                 LIABILITY FOR SPACE
                                                                 SHUTTLE SERVICES
                 1852.228-76           DEC 1994                  CROSS WAIVER OF
                                                                 LIABILITY FOR SPACE
                                                                 STATION ACTIVITIES
                 18-52.246-70          MAR 1997                  MISSION CRITICAL SPACE
                                                                 SYSTEM PERSONNEL
                                                                 RELIABILITY PROGRAM
</TABLE>


H.2    LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (NASA 1852.232-77)
       (MAR 1989) DEVIATION

(a) Of the total price of items 1 through 3, the sum of $900,000 is presently
available for payment and allotted to this contract.  It is anticipated that
from time to time additional funds will be allocated to the contract in
accordance with the following schedule, until the total price of said items is
allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

<TABLE>
<CAPTION>
DATE               AMOUNTS
<S>                <C>
FY 98              $20,000,000
FY 99              $15,000,000
FY 00              $ 7,860,000

TOTAL              $42,860,000
</TABLE>





                                      H-1
<PAGE>   55




(b) The Contractor agrees to perform or have performed work on the items
specified in paragraph (a) of this clause up to the point at which, if this
contract is terminated pursuant to the Termination for Convenience of the
Government clause of this contract, the total amount payable by the Government
(including amounts payable for subcontracts and settlement costs) pursuant to
paragraphs (f) and (g) of that clause would, in the exercise of reasonable
judgment by the Contractor, approximate the total amount at the time allotted
to the contract. The Contractor is not obligated to continue performance of the
work beyond that point. The Government is not obligated in any event to pay or
reimburse the Contractor more than the amount from time to time allotted to the
contract, anything to the contrary in the Termination for Convenience of the
Government clause notwithstanding.

(c)(1) It is contemplated that funds presently allotted to this contract will
cover the work to be performed until January 8, 1998.

(2) If funds allotted are considered by the Contractor to be inadequate to cover
    the work to be performed until that date, or an agreed date substituted for
    it, the Contractor shall notify the Contracting Officer in writing when
    within the next 60 days the work will reach a point at which, if the
    contract is terminated pursuant to the Termination for Convenience of the
    Government clause of this contract, the total amount payable by the
    Government (including amounts payable for subcontracts and settlement
    costs) pursuant to paragraphs (f) and (g) of that clause will approximate
    75 percent of the total amount then allotted to the contract.


(3) (i) The notice shall state the estimate when the point referred to in
paragraph (c)(2) of this clause will be reached and the estimated amount of
additional funds required to continue performance to the date specified in
paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii)The Contractor shall, 60 days in advance of the date specified in paragraph
(c)(1) of this clause, or an agreed date substituted for it, advise the
Contracting Officer in writing as to the estimated amount of additional funds
required for the timely performance of the contract for a further period as may
be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this
clause, additional funds are not allotted by the date specified in paragraph
(c)(1) of this clause, or an agreed date substituted for it, the Contracting
Officer shall, upon the Contractor's written request, terminate this contract
on that date or on the date set forth in the request, whichever is later,
pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued
performance of the work under this contract, the parties shall agree on the
applicable period of contract performance to be covered by these funds. The
provisions of paragraphs (b) and (c) of this clause shall apply to these
additional allotted funds and the substituted date pertaining to them, and the
contract shall be modified accordingly.





                                      H-2
<PAGE>   56




(e) If, solely by reason of the Government's failure to allot additional funds 
    in amounts sufficient for the timely performance of this contract, the
    Contractor incurs additional costs or is delayed in the performance of the
    work under this contract, and if additional funds are allotted, an
    equitable adjustment shall be made in the price or prices (including
    appropriate target, billing, and ceiling prices where applicable) of the
    items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of
the Contractor, after notice of termination, allot additional funds for this
contract.

(g) The provisions of this clause with respect to termination shall in no way
be deemed to limit the rights of the Government under the default clause of
this contract. The provisions of this Limitation of Funds clause are limited to
the work on and allotment of funds for the items set forth in paragraph (a) of
this clause. This clause shall become inoperative upon the allotment of funds
for the total price of said work except for rights and obligations then
existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to
terminate this contract pursuant to the Termination for Convenience of the
Government clause of this contract.

                               (End of clause)

H.3      REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS (JSC
         52.209-90) (SEPTEMBER 1988)

This contract incorporates Section K, Representations, Certifications, and
Other Statements of Offerors, as received from the contractor on 12/8/97, by
reference, with the same force and effect as if it were given in full text.

                                (End of clause)

H.4      CONTRACTOR REPRESENTATIVE(S)

To organize, schedule and manage the provision of the products and services
described in this SOW the Contractor shall provide a Program Manager and a
Mission Manager with duties and functions as described in the SPACEHAB Generic
Mission Integration & Operations Management Plan (DRL Line Item No. 9).

                                (End of clause)

H.5      PRICE PRESENTATION

The contractor represents and covenants that the price(s) charged in this
contract do not exceed prices charged to other prospective buyers/customers for
lease of hardware and related services covering the same time-frame.

                                (End of clause)





                                      H-3
<PAGE>   57




H.6      REPORTS OF WORK AND DOCUMENTATION

The reporting requirements for this contract are contained in the DATA
Requirements Description (DRD), JSC Form 2341, and the Data Requirements List
(DRL), JSC Form 23232, found in Attachment J-I.

These reports shall be distributed by the contractor prepaid to the parties and
in the number of copies specified in block 9 of the DRL.

The contractor shall send a notification letter to the Contracting Officer's
Technical Representative for each report or document submitted under this
contract.  The letter shall specify the contract number, DRD number, title, and
submission date.

Letters confirming documentation shall be addressed as shown below:

         NASA Johnson Space Center
         Attn:  YA/Thomas M. McPherson
         2101 NASA Road 1
         Houston, TX 77028-3696

In addition to the requirements specified in the DRL, the contractor shall also
comply with all documentation requirements specified in NSTS 07700, Vol. XIV,
Space Shuttle Systems Payload Accommodations, and the Carrier Integration Plan,
NSTS TBD.

                                (End of clause)

H.7      AGREEMENT CONCERNING BUYBACK OF UNUSED MODULE CAPACITY

It is agreed that in cases where NASA cannot utilize the entire space which has
been leased for a particular flight, SPACEHAB will utilize reasonable efforts
to lease the unused space to commercial customers.  In those cases where
SPACEHAB is successful in leasing the unused space, a downward equitable
adjustment will be made to this contract pursuant to the Changes clause.

                                (End of clause)

H.8      AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR UNIQUE INTEGRATION
         HARDWARE AND SERVICES

The parties agree that no equitable adjustments will be made for design and
development of payload-to-rack or bulkhead integration hardware for
hard-mounted payloads previously flown in either Spacelab or SPACEHAB modules,
or in the Orbiter middeck.

The parties agree that equitable adjustments will be made for requirements for
the following hardware and services, to the extent they are required for
NASA-sponsored payloads:

a.   SPACEHAB Universal Communications System (SHUCS)

b.   Oceaneering SPACEHAB Refrigerator/Freezer (OSRF)





                                      H-4
<PAGE>   58



c.  Experiment-to-SPACEHAB rack integration hardware for new payloads with
    non-standard interfaces and not previously flown in Spacelab or SPACEHAB

d.  Experiment-to-Shuttle Orbiter middeck integration hardware for new
    hard-mounted payloads with non-standard interfaces and not previously flown
    in the middeck or on SPACEHAB bulkheads

e.  Experiment teleoperations software development

f.  New interface hardware for logistics items, to the extent that the new
    hardware is in excess of the items in the Contractor's inventory developed
    under contract NAS9-19250.

                                (End of Clause)

H.9      AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR MODULE 
         MALFUNCTION

The SPACEHAB/Space Shuttle Program (SSP) Carrier Integration Plan, with its
mission-specific addendum, shall identify the total resources required by the
SPACEHAB module to be flown on each mission and its experiment complement for
integrated SPACEHAB module mission operations.  The contractor shall identify
in each contractor-provided experiment Interface Control Agreement (ICA) those
resources required by each NASA-sponsored experiment for its operations.

If (a) the Shuttle-provided resources actually available to the SPACEHAB module
area are as specified in the SPACEHAB/SSP Carrier Integration Plan, with its
mission-specific addendum; and (b) the contractor-provided resources actually
available to the Government-sponsored experiment(s) are less than specified in
the SPACEHAB module Experiment ICA; and ( c ) the reduction in experiment
resources is caused, in whole or in part, by a SPACEHAB module malfunction; and
(d) experiment operations have been materially and adversely affected thereby,
then a downward equitable adjustment will be made to this contract.

                                (End of clause)

H.10     AGREEMENT CONCERNING THIRD PARTY INDEMNIFICATION AND
         CONTINGENT PROPERTY LIABILITY

The parties agree that the firm-fixed-price of the contract assumes a
unilateral contract modification by no later than 90 days prior to launch of
the first mission under the contract authorizing third party indemnification
and contingent liability for contractor property damage substantially in
conformance with that received under NASA contract NAS 9-19250 excepting any
SPACEHAB commercial payload liability.

                                (End of clause)

                                [END OF SECTION]





                                      H-5
<PAGE>   59
                           PART II  CONTRACT CLAUSES
                                   SECTION I

                                CONTRACT CLAUSES

I.1  LISTING OF CLAUSES INCORPORATED BY REFERENCE

         NOTICE:  The following contract clauses pertinent to this section are
hereby incorporated by reference:

         I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER               DATE                  TITLE
                 ------               ---                   -----
                 <S>                  <C>                   <C>
                 52.203-3             APR 1984              GRATUITIES
                 52.203-5             APR 1984              COVENANT AGAINST CONTINGENT
                                                            FEES
                 52.203-6             JUL 1995              RESTRICTIONS ON SUBCONTRACTOR
                                                            SALES TO THE GOVERNMENT
                 52.203-7             JUL 1995              ANTI-KICKBACK PROCEDURES
                 52.203-8             JAN 1997              CANCELLATION, RESCISSION, AND
                                                            RECOVERY OF FUNDS FOR ILLEGAL
                                                            OR IMPROPER ACTIVITY
                 52.203-10            JAN 1997              PRICE OR FEE ADJUSTMENT FOR
                                                            ILLEGAL OR IMPROPER ACTIVITY
                 52.203-11            APR 1991              CERTIFICATION AND DISCLOSURE
                                                            REGARDING PAYMENTS TO
                                                            INFLUENCE CERTAIN FEDERAL
                                                            TRANSACTIONS
                 52.203-12            JUN 1997              LIMITATION ON PAYMENTS TO
                                                            INFLUENCE CERTAIN FEDERAL
                                                            TRANSACTIONS
                 52.204-4             JUN 1996              PRINTING/COPYING DOUBLE-SIDED
                                                            ON RECYCLED PAPER
                 52.209-6             JUL 1995              PROTECTING THE GOVERNMENT'S
                                                            INTEREST WHEN SUBCONTRACTING
                                                            WITH CONTRACTORS DEBARRED,
                                                            SUSPENDED, OR PROPOSED FOR
                                                            DEBARMENT
                 52.211-15            SEP 1990              DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
                 52.212-4             MAY 1997              CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
                 52.215-2             AUG 1996              AUDIT AND RECORDS NEGOTIATION
                 52.215-33            JAN 1986              ORDER OF PRECEDENCE
                 52.219-8             JUN 1997              UTILIZATION OF SMALL, SMALL DISADVANTAGED, AND 
                                                            WOMEN-OWNED SMALL BUSINESS CONCERNS
                 52.219-14            DEC 1996              LIMITATIONS ON SUBCONTRACTING
                 52.222-3             AUG 1996              CONVICT LABOR
                 55.222-4             JUL 1995              CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 
                                                            OVERTIME COMPENSATION
</TABLE>





                                      I-1
<PAGE>   60



<TABLE>
                 <S>                  <C>                   <C>
                 52.222-20            DEC 1996              WALSH-HEALY PUBLIC CONTRACTS ACT
                 52.222-26            APR 1984              EQUAL OPPORTUNITY
                 52.222-28            APR 1984              EQUAL OPPORTUNITY PREAWARD
                                                            CLEARANCE OF SUBCONTRACTS
                 52.222-35            APR 1984              AFFIRMATIVE ACTION FOR SPECIAL
                                                            DISABLED AND VIETNAM ERA VETERANS
                 52.222-36            APR 1984              AFFIRMATIVE ACTION FOR
                                                            HANDICAPPED WORKERS
                 52.222-37            JAN 1988              EMPLOYMENT REPORTS ON SPECIAL
                                                            DISABLED VETERANS AND VETERANS
                                                            OF THE VIETNAM ERA
                 52.223-2             APR 1984              CLEAN AIR AND WATER
                 52.223-3             JAN 1997              HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA AND ALTERNATE
                                                            I (JUL 1995)
                 52.223-5             MAR 1997              POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION
                 52.223-6             JAN 1997              DRUG-FREE WORKPLACE
                 52.223-14            OCT 1996              TOXIC CHEMICAL RELEASE REPORTING
                 52.225-3             JAN 1994              BUY AMERICAN ACT--SUPPLIES
                 52.225-10            APR 1984              DUTY FREE ENTRY
                 52.225-11            OCT 1996              RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
                 52.227-1             JUL 1995              AUTHORIZATION AND CONSENT
                 52.227-2             AUG 1996              NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
                 52.229-3             JAN 1991              FEDERAL, STATE , AND LOCAL TAXES
                 52.229-4             JAN 1991              FEDERAL, STATE AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)
                 52.229-5             APR 1984              TAXES-CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO
                 52.232-1             APR 1984              PAYMENTS
                 52.232-11            APR 1984              EXTRAS
                 52.232-17            JUN 1996              INTEREST
                 52.232-18            APR 1984              AVAILABILITY OF FUNDS
                 52.232-23            JAN 1986              ASSIGNMENT OF CLAIMS
                 52.232-25            JUN 1997              PROMPT PAYMENT
                 52.232-33            AUG 1996              MANDATORY INFORMATION FOR
                                                            ELECTRONIC FUNDS TRANSFER
                                                            PAYMENT
                 52.233-1             OCT 1995              DISPUTES
                 52.233-3             AUG 1996              PROTEST AFTER AWARD
                 52.242-13            JUL 1995              BANKRUPTCY
                 52.243-1             AUG 1987              CHANGES--FIXED-PRICE
                                                            (ALTERNATE II) (APR 1984)
                 52.243-6             APP 1984              CHANGE ORDER ACCOUNTING
</TABLE>





                                      I-2
<PAGE>   61




<TABLE>
                 <S>                  <C>                   <C>
                 52.244-1             FEB 1995              SUBCONTRACTS (FIXED-PRICE CONTRACTS)
                 52.245-2             DEC 1989              GOVERNMENT PROPERTY (FIXED-PRICED CONTRACTS) (ALTERNATE I) (APR 1984)
                 52.246-25            FEB 1997              LIMITATION OF LIABILITY--SERVICES
                 52.248-1             MAR 1989              VALUE ENGINEERING
                 52.249-2             SEP 1996              TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)
                 52.249-8             APR 1984              DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)
                 52.253-1             JAN 1991              COMPUTER GENERATED FORMS
</TABLE>

      II.  NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

<TABLE>
<CAPTION>
                 CLAUSE
                 NUMBER                    DATE               TITLE 
                 ------                    ----               ------
                 <S>                       <C>                <C>
                 1852.219-74               SEP 1990           USE OF RURAL AREA SMALL
                                                              BUSINESSES
                 1852.219-76               JUL 1991           NASA SMALL DISADVANTAGED BUSINESS SUBCONTRACTING GOAL
                 1852.223-74               MAR 1996           DRUG AND ALCOHOL-FREE WORKFORCE
                 1852.228-75               OCT 1988           MINIMUM INSURANCE COVERAGE
                 1852.237-70               DEC 1988           EMERGENCY EVACUATION PROCEDURES
</TABLE>


I.2      APPROVAL OF CONTRACT (52.204-1)(DEC 1989)

This contract is subject to the written approval of the Procurement Officer,
Johnson Space Center and shall not be binding until so approved.

                                (End of clause)

I.3      RIGHTS IN DATA--GENERAL (52.227-14) (JUN 1987) ALTERNATE II (JUN 1987)
         AS MODIFIED BY RIGHTS IN DATA--GENERAL (NASA 1852.227-14)

   (a) Definitions. "Computer software," as used in this clause, means computer
programs, computer data bases, and documentation thereof.

   "Data," as used in this clause, means recorded information, regardless of
form or the media on which it may be recorded. The term includes technical data
and computer software. The term does not include information incidental to
contract administration, such as financial, administrative, cost or pricing, or
management information.

   "Form, fit, and function data," as used in this clause, means data relating
to items, components, or processes that are sufficient to enable physical and
functional interchangeability, as well as data identifying source, size,
configuration, mating, and attachment characteristics, functional
characteristics, and performance requirements; except that for computer
software it means data identifying source, functional characteristics, and
performance requirements but





                                      I-3
<PAGE>   62



specifically excludes the source code, algorithm, process, formulae, and flow
charts of the software.

   "Limited rights," as used in this clause, means the rights of the Government
in limited rights data as set forth in the Limited Rights Notice of
subparagraph (g)(2) if included in this clause.

   "Limited rights data," as used in this clause, means data (other than
computer software) that embody trade secrets or are commercial or financial and
confidential or privileged, to the extent that such data pertain to items,
components, or processes developed at private expense, including minor
modifications thereof.

   "Restricted computer software," as used in this clause, means computer
software developed at private expense and that is a trade secret; is commercial
or financial and is confidential or privileged; or is published copyrighted
computer software; including minor modifications of such computer software.

   "Restricted rights," as used in this clause, means the rights of the
Government in restricted computer software, as set forth in a Restricted Rights
Notice of subparagraph (g)(3) if included in this clause, or as otherwise may
be provided in a collateral agreement incorporated in and made part of this
contract, including minor modifications of such computer software.

   "Technical data," as used in this clause, means data (other than computer
software) which are of a scientific or technical nature.

   "Unlimited rights," as used in this clause, means the right of the
Government to use, disclose, reproduce, prepare derivative works, distribute
copies to the public, and perform publicly and display publicly, in any manner
and for any purpose, and to have or permit others to do so.

   (b) Allocation of rights. (1) Except as provided in paragraph (c) of this
clause regarding copyright, the Government shall have unlimited rights in--

         (i)  Data first produced in the performance of this contract;

         (ii) Form, fit, and function data delivered under this contract;

         (iii) Data delivered under this contract (except for restricted
    computer software) that constitute manuals or instructional and training
    material for installation, operation, or routine maintenance and repair of
    items, components, or processes delivered or furnished for use under this
    contract; and

            (iv) All other data delivered under this contract unless provided
         otherwise for limited rights data or restricted computer software in
         accordance with paragraph (g) of this clause.

         (2) The Contractor shall have the right to--

            (i) Use, release to others, reproduce, distribute, or publish any
         data first produced or specifically used by the Contractor in the
         performance of this contract, unless provided otherwise in paragraph
         (d) of this clause;

            (ii) Protect from unauthorized disclosure and use those data which
         are limited rights data or restricted computer software to the extent
         provided in paragraph (g) of this clause;





                                      I-4
<PAGE>   63





            (iii) Substantiate use of, add or correct limited rights,
         restricted rights, or copyright notices and to take other appropriate
         action, in accordance with paragraphs (e) and (f) of this clause; and

            (iv) Establish claim to copyright subsisting in data first produced
         in the performance of this contract to the extent provided in
         subparagraph (c)(1) of this clause.

   (c) Copyright. (1) Data first produced in the performance of this contract.
Unless provided otherwise in paragraph (d) of this clause, the Contractor may
establish, without prior approval of the Contracting Officer, claim to
copyright subsisting in scientific and technical articles based on or
containing data first produced in the performance of this contract and
published in academic, technical or professional journals, symposia proceedings
or similar works. The prior, express written permission of the Contracting
Officer is required to establish claim to copyright subsisting in all other
data first produced in the performance of this contract.  When claim to
copyright is made, the Contractor shall affix the applicable copyright notices
of 17 U.S.C. 401 or 402 and acknowledgment of Government sponsorship (including
contract number) to the data when such data are delivered to the Government, as
well as when the data are published or deposited for registration as a
published work in the U.S. Copyright Office. For data other than computer
software the Contractor grants to the Government, and others acting on its
behalf, a paid-up, nonexclusive, irrevocable worldwide license in such
copyrighted data to reproduce, prepare derivative works, distribute copies to
the public, and perform publicly and display publicly, by or on behalf of the
Government. For computer software, the Contractor grants to the Government and
others acting in its behalf, a paid-up nonexclusive, irrevocable worldwide
license in such copyrighted computer software to reproduce, prepare derivative
works, and perform publicly and display publicly by or on behalf of the
Government.

       (2)  Data not first produced in the performance of this contract. The
    Contractor shall not, without prior written permission of the Contracting
    Officer, incorporate in data delivered under this contract any data not
    first produced in the performance of this contract and which contains the
    copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies
    such data and grants to the Government, or acquires on its behalf, a
    license of the same scope as set forth in subparagraph (c)(1) of this
    clause; provided, however, that if such data are computer software the
    Government shall acquire a copyright license as set forth in subparagraph
    (g)(3) of this clause if included in this contract or as otherwise may be
    provided in a collateral agreement incorporated in or made part of this
    contract.

       (3)  Removal of copyright notices. The Government agrees not to remove 
    any copyright notices placed on data pursuant to this paragraph (c), and to
    include such notices on all reproductions of the data.

    (d) Release, publication and use of data. (1) The Contractor shall have the
right to use, release to others, reproduce, distribute, or publish any data
first produced or specifically used by the Contractor in the performance of
this contract, except to the extent such data may be subject to the Federal
export control or national security laws or regulations, or unless otherwise
provided in this paragraph of this clause or expressly set forth in this
contract.

       (2) The Contractor agrees that to the extent it receives or is given
    access to data necessary for the performance of this contract which contain
    restrictive markings, the Contractor shall treat the data in accordance
    with such markings unless otherwise specifically authorized in writing by
    the Contracting Officer.

       (3)(i) The Contractor agrees not to establish claim to copyright,
    publish or release to others any computer software first produced in the
    performance of this contract without the Contracting Officer's prior
    written permission.





                                      I-5
<PAGE>   64




            (ii) If the Government desires to obtain copyright in computer
         software first produced in the performance of this contract and
         permission has not been granted as set forth in paragraph (d)(3)(i) of
         this clause, the Contracting Officer may direct the contractor to
         assert, or authorize the assertion of, claim to copyright in such data
         and to assign, or obtain the assignment of, such copyright to the
         Government or its designated assignee.

            (iii) Whenever the word "establish" is used in this clause, with
         reference to a claim to copyright, it shall be construed to mean
         "assert."

   (e)   Unauthorized marking of data. (1) Notwithstanding any other provisions
of this contract concerning inspection or acceptance, if any data delivered
under this contract are marked with the notices specified in subparagraph (g)(2)
or (g)(3) of this clause and use of such is not authorized by this clause, or if
such data bears any other restrictive or limiting markings not authorized by
this contract, the Contracting Officer may at any time either return the data to
the Contractor, or cancel or ignore the markings.  However, the following
procedures shall apply prior to canceling or ignoring the markings.

            (i) The Contracting Officer shall make written inquiry to the
         Contractor affording the Contractor 30 days from receipt of the
         inquiry to provide written justification to substantiate the propriety
         of the markings;

            (ii) If the Contractor fails to respond or fails to provide written
         justification to substantiate the propriety of the markings within the
         30-day period (or a longer time not exceeding 90 days approved in
         writing by the Contracting Officer for good cause shown), the
         Government shall have the right to cancel or ignore the markings at
         any time after said period and the data will no longer be made subject
         to any disclosure prohibitions.

            (iii) If the Contractor provides written justification to 
         substantiate the propriety of the markings within the period set
         in subdivision (e)(1)(i) of this clause, the Contracting Officer shall
         consider such written justification and determine whether or not the
         markings are to be canceled or ignored.  If the Contracting Officer
         determines that the markings are authorized, the Contractor shall be so
         notified in writing. If the Contracting Officer determines, with
         concurrence of the head of the contracting activity, that the markings
         are not authorized, the Contracting Officer shall furnish the
         Contractor a written determination, which determination shall become
         the final agency decision regarding the appropriateness of the markings
         unless the Contractor files suit in a court of competent jurisdiction
         within 90 days of receipt of the Contracting Officer's decision. The
         Government shall continue to abide by the markings under this
         subdivision (e)(1)(iii) until final resolution of the matter either by
         the Contracting Officer's determination becoming final (in which
         instance the Government shall thereafter have the right to cancel or
         ignore the markings at any time and the data will no longer be made
         subject to any disclosure prohibitions), or by final disposition of the
         matter by court decision if suit is filed.

         (2) The time limits in the procedures set forth in subparagraph (e)(1)
    of this clause may be modified in accordance with agency regulations
    implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to
    respond to a request thereunder.

         (3) This paragraph (e) does not apply if this contract is for a major
    system or for support of a major system by a civilian agency other than
    NASA and the U.S. Coast Guard agency subject to the provisions of Title III
    of the Federal Property and Administrative Services Act of 1949.





                                      I-6
<PAGE>   65





         (4) Except to the extent the Government's action occurs as the result
    of final disposition of the matter by a court of competent jurisdiction,
    the Contractor is not precluded by this paragraph (e) from bringing a claim
    under the Contract Disputes Act, including pursuant to the Disputes clause
    of this contract, as applicable, that may arise as the result of the
    Government removing or ignoring authorized markings on data delivered under
    this contract.

    (f) Omitted or incorrect markings. (1) Data delivered to the Government
without either the limited rights or restricted rights notice as authorized by
paragraph (g) of this clause, or the copyright notice required by paragraph (c)
of this clause, shall be deemed to have been furnished with unlimited rights,
and the Government assumes no liability for the disclosure, use, or
reproduction of such data. However, to the extent the data has not been
disclosed without restriction outside the Government, the Contractor may
request, within 6 months (or a longer time approved by the Contracting Officer
for good cause shown) after delivery of such data, permission to have notices
placed on qualifying data at the Contractor's expense, and the Contracting
Officer may agree to do so if the Contractor--

            (i) Identifies the data to which the omitted notice is to be 
         applied;
      
            (ii) Demonstrates that the omission of the notice was inadvertent;

            (iii) Establishes that the use of the proposed notice is
         authorized; and

            (iv) Acknowledges that the Government has no liability with respect
         to the disclosure, use, or reproduction of any such data made prior to
         the addition of the notice or resulting from the omission of the
         notice.

         (2) The Contracting Officer may also (i) permit correction at the
    Contractor's expense of incorrect notices if the Contractor identifies the
    data on which correction of the notice is to be made, and demonstrates that
    the correct notice is authorized, or (ii) correct any incorrect notices.

   (g) Protection of limited rights data and restricted computer software. (1)
When data other than that listed in subdivisions (b)(1)(i), (ii), and (iii) of
this clause are specified to be delivered under this contract and qualify as
either limited rights data or restricted computer software, if the Contractor
desires to continue protection of such data, the Contractor shall withhold such
data and not furnish them to the Government under this contract. As a condition
to this withholding, the Contractor shall identify the data being withheld and
furnish form, fit, and function data in lieu thereof. Limited rights data that
are formatted as a computer data base for delivery to the Government are to be
treated as limited rights data and not restricted computer software.

         (2) Notwithstanding subparagraph (g)(1) of this clause, the contract
    may identify and specify the delivery of limited rights data, or the
    Contracting Officer may require by written request the delivery of limited
    rights data that has been withheld or would otherwise be withholdable. If
    delivery of such data is so required, the Contractor may affix the
    following "Limited Rights Notice" to the data and the Government will
    thereafter treat the data, subject to the provisions of paragraphs (e) and
    (f) of this clause, in accordance with such Notice:

                       Limited Rights Notice (Jun 1987)

         (a) These data are submitted with limited rights under Government 
Contract No. NAS 9-97199. These data may be reproduced and used by the
Government with the express limitation that they will not, without written
permission of the Contractor, be used for purposes of manufacture nor disclosed
outside the Government; except that the Government may disclose





                                      I-7
<PAGE>   66



these data outside the Government for the following purposes, if any; provided
that the Government makes such disclosure subject to prohibition against
further use and disclosure:
         [None.]

         (b) This Notice shall be marked on any reproduction of these data, in
whole or in part.

                               (End of notice)

         (3) Reserved.

   (h) Subcontracting. The Contractor has the responsibility to obtain from its
subcontractors all data and rights therein necessary to fulfill the
Contractor's obligations to the Government under this contract. If a
subcontractor refuses to accept terms affording the Government such rights, the
Contractor shall promptly bring such refusal to the attention of the
Contracting Officer and not proceed with subcontract award without further
authorization.

   (i) Relationship to patents. Nothing contained in this clause shall imply a
license to the Government under any patent or be construed as affecting the
scope of any license or other right otherwise granted to the Government.

                                (End of clause)

I.4      CLAUSES INCORPORATED BY REFERENCE (52.252-2) (JUN 1988)

This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.

                                (End of clause)

I.5      OMBUDSMAN (NASA 1852.215-84) (OCT 1995)

An ombudsman has been appointed to hear concerns from offerors, potential
offerors, and contractors during the preaward and postaward phases of this
acquisition.  The purpose of the ombudsman is not to diminish the authority of
the Contracting Officer, the Source Evaluation Board, or the selection
official, but to communicate concerns, issues, disagreements, and
recommendations of interested parties to the appropriate Government personnel
and to work to resolve them.  When requested, the ombudsman will maintain
strict confidentiality as to the source of the concern.  The ombudsman does not
participate in the evaluation of proposals, the source selection process, or
the adjudication of formal contract disputes.  Interested parties are invited
to call the installation ombudsman, Brian Duffy, at 281-483-6050.  Concerns,
issues, disagreements, and recommendations which cannot be resolved at the
installation may be referred to the NASA ombudsman, Tom Luedtke at
202-358-2090.

                                (End of clause)

                                [END OF SECTION]





                                      I-8
<PAGE>   67
                                   SECTION J

                              LIST OF ATTACHMENTS


<TABLE>
<CAPTION>
                                                                            No. of
Attachment                        Title                                     Pages
----------                        -----                                     -----
<S>                       <C>                                               <C>
J-I                       DATA REQUIREMENTS LIST                              4
                                                                  
J-II                      DATA REQUIREMENTS DESCRIPTIONS                      23
                                                                  
J-III                     CONTRACTOR'S SAFETY AND HEALTH PLAN                TBD
                                                                  
J-IV                      GOVERNMENT FURNISHED EQUIPMENT LIST                 3
                                                                  
J-V                       CONTRACTOR'S QUALITY PLAN                          TBD
</TABLE>





                                      J-1
<PAGE>   68
                        JSC DATA REQUIREMENTS LIST (DRL)
                             (Based on JSC-STD-123)                  Page 1 of 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
a.  Title of Contract, Project, SOW, etc.                                    b.  Contract/RFP No.             c.  DRL Date/Mod Date
Spacehab General Research/Logistics Missions                                          NAS9-97199                       10/8/97

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>
1.  Line item no.     2.  DRD Title                            3.  Frequency
         1            Progress Reports                                MO

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                           5.  1st subm. date               6.  Copies   a.  type    b. number
                             7/17                                     11/17/97                                    Repro       10

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [X] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      NASA-JSC/SPACEHAB Contracting Officer, Code BV2 (2 copies)
                      NASA-JSC/NASA Science Program Manager, Code SM3 (1 copy)
                      NASA-JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      Block 4:  Input cutoff 7th, submitted 17th of each month



------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                            3.  Frequency
         2            Mission Training Plan                           RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                           5.  1st subm. date               6.  Copies   a.  type    b. number
                             ---                                          *                                       Print        7

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
                      96 only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      7 copies of each mission-specific submittal
                      *Block 5: 12/17/97 for STS-95, 1/12/98 for STS-96


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                            3.  Frequency
         3            SPACEHAB Systems Data Book                      RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                           5.  1st subm. date               6.  Copies   a.  type    b. number
                             ---                                          *                                       Print        6

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment)



------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 5:  Originally submitted under Contract NAS 9-18371. Current
                      version dated 4/21/97.


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                            3.  Frequency
         4            Systems Mission Performance Analysis            RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                           5.  1st subm. date               6.  Copies   a.  type    b. number
                             ---                                          *                                       Print        7

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
                      96 only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      7 copies of each mission-specific submittal
                      Block 5: One document per SPACEHAB flight, submitted at L-6 mo.,
                      and updated at L-1 week.

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)


<PAGE>   69


                        JSC DATA REQUIREMENTS LIST (DRL)
                             (Based on JSC-STD-123)                  Page 2 of 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
a.  Title of Contract, Project, SOW, etc.                                    b.  Contract/RFP No.             c.  DRL Date/Mod Date
Spacehab General Research/Logistics Missions                                        NAS9-97199                        10/8/97

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         5            SPACEHAB Program Configuration Management Plan           RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type    b. number
                             ---                                                   *                              Print        6

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [X] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment)



------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 5: Originally submitted under Contract NAS9-19250. Current
                      version dated 5/10/95.


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         6            Payload Interface Control Agreements (ICA)               RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type    b. number
                             ---                                                   *                              Print        7

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
                      96 only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      7 copies of each mission-specific submittal
                      *Block 5: Complex payload ICD's at L-9 months. Simple payload ICD's at
                      L-4 months, SIA's and PTA's at L-3 months.

------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         7            SPACEHAB Safety Analyses & Hazard Analyses                AR
                      Reports
------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type    b. number
                             ---                                                   *                              Print        9

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [x] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      JSC/Secretary, SSP Payload Safety Review Panel Code NS2 (2 copies)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Mgr., Code OC (1 copy) (STS-96)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 5:  Submitted 45 days prior to each SSP phased Safety Review for
                      each mission.
                      Block 7:  OPR for this item is the SSP Payload Safety Review Panel
                      Chairman.
------------------------------------------------------------------------------------------------------------------------------------
                      2.  DRD Title                                     3.  Frequency
         8            Post-Flight Report                                       OT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type    b. number
                             ---                                         Return + 30 days                         Print        7

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
                      96 only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      7 copies of each mission-specific submittal



------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)


<PAGE>   70


                        JSC DATA REQUIREMENTS LIST (DRL)
                             (Based on JSC-STD-123)                  Page 3 of 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
a.  Title of Contract, Project, SOW, etc.                                    b.  Contract/RFP No.             c.  DRL Date/Mod Date
Spacehab General Research/Logistics Missions                                        NAS9-97199                         10/8/97

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         9            SPACEHAB Mission Integration and Operations               RT
                      Management Plan
------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print       8

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [x] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)

------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 5:  Originally submitted under Contract NAS9-18371. Current
                      version dated 2/14/95.


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         10           Experiment Flight Operations Procedures and               *
                      Timelines
------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print        **

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      JSC/Flight Data File Manager (16 bond sets, to include 6 sets with tabs, for
                      crew, flight control team, and training instructors)
                      See attachment for additional distribution instructions

------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      ** Block 6b: Determined by POWG, but not to exceed 20
                      *Block 3,5: Submitted for each SPACEHAB mission in accordance with
                      SSP Flight Data File publication standard and schedules.

------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         11           SA-1-1, Safety and Health Plan                           RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             CSD                                                   *                              Print

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [x] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
                      JSC/Contracting Oficer, Code MR2 (1 copy)
                      JSC/Health, Safety & Environmental Compliance Office, Code NA3 (1 copy)
                      JSC/Occupational Health Office, Code SD26 (1 copy)
                      JSC/Environmental Services Office, Code JJ12 (1 copy)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks 
                      5 copies
                      *Block 5: Plan must be approved before commencing hazardous
                      operations. Required signatures specified in DRD.


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         12           SA-1-5, Mishap Notification, Investigation, and           AR
                      Corrective Action Reports
------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                              AR                                                  AR                              Other

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
                      JSC/Contracting Officer, Code MR2 (1 copy)
                      JSC/Health, Safety & Environmental Compliance Office, Code NA3 (1 copy

------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      3 copies



------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)


<PAGE>   71


                        JSC DATA REQUIREMENTS LIST (DRL)
                             (Based on JSC-STD-123)                  Page 4 of 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
a.  Title of Contract, Project, SOW, etc.                                    b.  Contract/RFP No.             c.  DRL Date/Mod Date
Spacehab General Research/Logistics Missions                                        NAS9-97199                         10/8/97

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         13           SA-1-7, Material Safety Data                             RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                              AD                                                  AD                              Print       3

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      JSC/SPACEHAB-Mir Contracting Officer, Code MR2 (1 copy)
                      JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
                      JSC/SPACEHAB-Mir Program Analyst, Code SD26 (1 copy)

------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      3 copies



------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         14           SPACEHAB Mission Requirements and Allocations             RT
                      Document
------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print       7

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [x] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-96
                      only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      7 copies of each mission-specific submittal
                      *Block 5: Initially submitted for each SPACEHAB mission 30 days after
                      manifest baselined. Maintained current as required thereafter.

------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         15           SPACEHAB Experiment Interface Definition Document         RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print       8

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (1 copy)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)

------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 6:  Originally submitted under Contract NAS 9-18371. Current
                      version dated 6/13/97.


------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         16           Product Assurance Plan                                   RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print       6

------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)
                      General Distribution (see attachment)



------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      *Block 5: Originally submitted under Contract NAS9-18371.



------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)


<PAGE>   72

                        JSC DATA REQUIREMENTS LIST (DRL)
                             (Based on JSC-STD-123)                  Page 5 of 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
a.  Title of Contract, Project, SOW, etc.                                    b.  Contract/RFP No.             c.  DRL Date/Mod Date
Spacehab General Research/Logistics Missions                                       NAS9-97199                          10/30/97

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>
1.  Line item no.     2.  DRD Title                                     3.  Frequency
         17           Mission Support Handbook                                 RT

------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number
                             ---                                                   *                              Print      31

------------------------------------------------------------------------------------------------------------------------------------
                         [ ]                                  [x] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed
                      General Distribution (see attachment), plus
                      JSC/NASA Science Program Manager, Code SM3 (25 copies) (STS-95 only)
                      JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (25 copies) (STS-
                      96 only)
------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks
                      31 copies of each mission-specific submittal
                      Block 5:  One document per SPACEHAB mission, submitted at L-3
                      months, and updated at L-1 week.

------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency


------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number


------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)




------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks




------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency


------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number


------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)




------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks




------------------------------------------------------------------------------------------------------------------------------------
1.  Line item no.     2.  DRD Title                                     3.  Frequency


------------------------------------------------------------------------------------------------------------------------------------
                      4.  As-of-Date                                    5.  1st subm. date      6.  Copies   a.  type   b. number


------------------------------------------------------------------------------------------------------------------------------------
7.  Data type:           [ ] (1) Written approval             [ ] (2) Mandatory Submittal           [ ] (3) Submitted upon request
------------------------------------------------------------------------------------------------------------------------------------
                      8.  Distribution (Continue on a blank sheet if needed)




------------------------------------------------------------------------------------------------------------------------------------
                      9.  Remarks




------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)

<PAGE>   73
                             ATTACHMENT TO
                    JSC DATA REQUIREMENTS LIST (DRL)
                             JSC FORM 2323
                          CONTRACT NAS9-97199
              SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS
                             DATE: 10/8/97


ITEM 8.  DISTRIBUTION

All DRL Line Items, with the exception of DRL Line Item No. 10, have the
following General Distribution:

NASA HQ OSF, Code MO (2 copies)
NASA-JSC/Contracting Officer's Technical Representative, Code YA (2 copies)
NASA-JSC/SSP Customer Integration Office, Code MT2 (2 copies)


DRL Line Item No. 10 has the following distribution for Experiment Flight
Operations Procedures (Experiment Operations Checklists) as published for
SPACEHAB Flight Control Team use:
NASA HQ OSF, Code MO (2 copies)
NASA-JSC/Contracting Officer's Technical Representative, Code YA (2 copies)
NASA-JSC/SSP Customer Integration Office, Code MT2 (2 copies)
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-96 only)



<PAGE>   74
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)


<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2.  Current Version        3. DRL Line           RFP/Contract No. (Procurement
                                    Date                      Item No.           completes                               
Progress Reports                       10/10/97                  1                      NAS9-97199

--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Defineneed for, intended use of, and/or anticipated results of data) To
provide the HQ OSF and JSC with visibility into overall contract performance.
Current Program status, and technical accomplishments are compared with planned
activities and SSP integration milestones.  The report shall be keyed to
established JSC Contracting Officer's Technical Representative (COTR's) Program
Reviews and to Space Shuttle Program (SSP) payload reviews and will summarize
findings of those reviews, including assignment and status of Action Items.
           
<TABLE>
<S>                                  <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)       [ ]  Technical      [x]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                      7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

This DRD defines the requirements for the Contractor's reporting of technical 
progress, schedule, and areas of concern.

9.2 Format/Contents

a. The Contractor's format will be acceptable for the Design, Development, 
   Test & Engineering (DDT&E) section of the report.  The Mission Integration 
   & Operations (I&O) section of the report shall be divided by mission, 
   showing each mission in process from payload complement baselining through 
   post-flight destow.  Within each mission's I&O section the Contractor's 
   format will be acceptable.

b. Each report shall show work planned and accomplished (by key functional 
   area) and provide schedule status of the hardware DDT&E, and Payload and 
   Mission I&O efforts.  Performance of the DDT&E task will be measured 
   against SSP flight schedules.  Performance of the I&O task will be measured 
   against SSP payload integration schedule milestones for pending missions.

c. Each report will describe the technical status of the program, including 
   DDT&E and I&O progress and shall address actual and potential problems, 
   proposed recovery plans for technical problems, and a status of all actions 
   assigned during previous JSC COTR and SSP mission related reviews.  Hard 
   copies of Action Items may be used in Progress Reports without reformatting.

d. The report shall contain a list of the current areas of concern that 
   require special attention from the COTR or the SSP Payload Integration 
   Manager (PIM), brief description of the potential problems, and recommended 
   actions.  In addition, the report shall indicate disposition of previously 
   reported areas of concern and any open issues not resolved.

e. The report shall contain the summary results of Payload reviews conducted 
   by the Contractor, as well as SSP reviews supported by the Contractor, and 
   shall include the status of the Contractor's plans to complete actions on 
   all DDT&E, Safety, Payload-to SPACEHAB, and Space Shuttle-to-SPACEHAB 
   integration related items prior to flight.

10.0 Maintenance

None

                                                                               1

<PAGE>   75
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)
Mission Training Plan (MTP)         10/10/97                     2                       NAS9-97199
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide the HQ OSF and JSC with a plan defining integrated training
requirements, locations, schedules and lesson descriptions for each SPACEHAB
mission.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                     Mission Integration and Operations Management Plan - DRL 
                                                     Line Item No. 9
--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

The MTP shall address all training requirements for the Space Shuttle flight 
crew, SPACEHAB Flight Control Team, and  payload representatives
(as appropriate) for each SPACEHAB mission.

9.2 Format/Contents

The Contractor's format shall be acceptable.

The MTP shall define a series of lessons to meet the training objectives 
defined in the Mission Integration and Operations Management Plan.
Training locations will be specified with the intent of selecting the most 
logical and cost effective site for the training.  Integrated training 
schedules will be defined in the MTP and coordinated with the JSC Training 
Manager to assure crew participation and facility availability.

The MTP shall include a list of lessons, and for each lesson the following 
minimum data:

         A. Lesson name and number
         B. Lesson description
              -  Training objectives
              -  Training materials
              -  Type of lesson (briefing, workbook, hands-on, etc.)
              -  Lesson hours
              -  Required attendees
         C. Training location

10.0 Maintenance

This document shall be maintained current for each mission until launch


                                                                               2
<PAGE>   76
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)


<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                                    
SPACEHAB Systems Data Book             9/2/97                    3                     NAS9-97199
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide the HQ OSF and JSC with an accurate, complete and comprehensive
source of operational data on the SPACEHAB systems.  This data will be used for
development of procedures, operational limits, flight rules, flight reference
material, preflight mission design, and as a realtime data reference source. 
The data shall be keyed to the operational limits as well as the system design
and qualified limits.  This information shall be the main source of SPACEHAB
systems operational performance data.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]   Administrative     [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

The data book will address all major SPACEHAB systems and subsystems for both 
single and double modules that can be monitored directly or indirectly, and 
for which either the ground or flight crew can take action to control.  In 
addition, any SPACEHAB unique integration hardware or systems or ancillary 
hardware will also be addressed to the same level of detail.

9.2 Format/Contents

a. The systems data book shall follow the Shuttle Systems Data Book format to 
   the extent possible.  Deviations to this format may be used if
   alternate formats are more applicable for the SPACEHAB data requirements.

b. All system and subsystem operational data and limits shall be accompanied 
   by the appropriate supporting analysis or test data to justify the
   information provided.  Test data shall be the primary reference with 
   analysis as backup or when no test data is available.

c. All systems and subsystems operating limits must be specified as "warning 
   limits" ("take action limits") and system or subsystem "design
   limits".  In addition to the design limits, a description of the resulting 
   loss of system performance shall be provided.  All limits listed in
   the Systems Data Book shall be referenced to the SPACEHAB measurement 
   parameters that will be used to detect the limit deviations either on the
   ground or by the flight crew.

10.0 Maintenance

This Contractor shall provide updates to the Systems Data Book based on 
components added, deleted or modified, additonal testing as the program
matures, and actual flight performance data as it becomes available.


                                                                               3
<PAGE>   77
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)


<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                   
Systems Mission Performance           10/10/97                   4                        NAS9-97199
Analysis                              
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
The document shall contain the technical data necessary to provide HQ OSF and
JSC with an understanding of the engineering performance parameters of the
SPACEHAB module, the payloads, and the integrated SPACEHAB/payload cargo element
for each SPACEHAB mission.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]   Administrative     [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

This DRD covers the mission specific SPACEHAB subsystems operating parameters 
for all mission phases, based on the integrated SPACEHAB cargo
element mission requirements.  There shall be a separate Mission Performance 
Analysis for each mission flown.

9.2 Format/Contents

a. The Contractor's format will be acceptable.

b. The analyses shall parametrically describe how the SPACEHAB systems and 
   subsystems interface with and are compatible with the Space Shuttle
   Orbiter systems.

c. The analyses shall parametrically describe how the SPACEHAB systems and 
   subsystems interface with the different payloads.

d. The analyses shall include engineering margins for successful SPACEHAB and 
   payload operations for all mission phases.

10.0 Maintenance

The Contractor shall keep this documentation current with the latest available 
SPACEHAB systems and payload engineering analyses and flight data to
support two formal submittals; one at L-6 months and one at L-1 week.


                                                                               4
<PAGE>   78
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)         
SPACEHAB Program Configuration        10/10//97                  5                        NAS9-97199
Management Plan
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
This document will be used to provide HQ OSF and JSC insight into the
Contractor's configuration management processes and systems to be used for this
contract.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

This configuration management system used by the Contractor shall cover the 
SPACEHAB module hardware/software systems and the payload
hardware/software systems, as applicable, for both research and logistics 
missions.

9.2 Format/Contents

a. The Contractor's format shall be acceptable.

b. The Contractor shall develop a plan for a SPACEHAB module and payload 
   hardware/software configuration management system, and describe how
   the system will be utilized during the hardware Design, Development, Test & 
   Engineering (DDT&E), and Payload and Mission Integration &
   Operations (I&O) phases of this contract.  The Contractor shall establish 
   optimum interfaces between the Contractor and NASA for the transfer
   of both hard copy and electronic (softcopy) data under configuration 
   management.

c. The plan shall take into account module and payload configuration 
   management processes for all phases of SPACEHAB research and logistics
   missions, including missions to the International Space Station (ISS).

10.0 Maintenance

As required.


                                                                               5
<PAGE>   79

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)


<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)               
Payload Interface Control             10/10/97                   6                         NAS9-97199
Agreements (ICA)
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with an assessment of the requirements of individual
payloads and their compatibility with SPACEHAB or Orbiter middeck (if
applicable) interfaces on a specific SPACEHAB mission.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                         SPACEHAB Experiment Interface Definition Document - 
                                                         DRL Line Item No. 15
--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

The payload ICA shall define, to the extent required by each specific payload, 
the hardware interfaces and resource requirements, ground processing
requirements, safety and interface verification requirements, and operational 
requirements of each payload on each SPACEHAB mission.  Payloads assigned
to the Contractor may be located in the SPACEHAB module or Orbiter middeck, as 
dictated by unique payload requirements.

9.2 Format/Contents

Depending on the complexity of the payload and its interfaces three types of 
ICA shall be available:

1. INTERFACE CONTROL DOCUMENT (ICD)
Active payloads which require crew operation, or require resources such as 
power, cooling, command and data, etc., shall utilize ICD's.  Each
payload-specific ICD shall be compatible with the SPACEHAB Experiment IDD in 
content.  Once baselined, each ICD shall be under configuration control.
Approved payload-specific ICD's shall be published in hard copy and available 
in an electronic format (softcopy) that is compatible with personal
computers.  All figures are not required to be imbedded in the softcopy ICD's, 
but must be available for delivery if requested.

2. STOWAGE INTERFACE AGREEMENT (SIA)
Passive payloads with ground handling constraints and/or verification 
requirements shall utilize SIA's.  Each payload-specific SIA shall follow the
format of the SPACEHAB Experiment IDD.  Once baselined, each SIA shall be 
under configuration control. Approved payload-specific SIA's shall be published
in hard copy and available in an electronic format (softcopy) that is 
compatible with personal computers.  Figures (if any) are not required to be
imbedded in the softcopy SIA's, but must be available for delivery if requested.

3. PAYLOAD TRANSFER AGREEMENT (PTA)
Passive payloads with only stowage requirements shall utilize PTA's. Once 
baselined, each PTA shall be under configuration control.  Approved
payload-specific PTA's shall be published in hard copy and available in an 
electronic format (softcopy) that is compatible with personal computers.
Figures (if any) are not required to be imbedded in the softcopy PTA's, but 
must be available for delivery if requested.

10.0   Maintenance

Payload-specific ICA's shall be maintained throughout the mission preparation 
period and flight as complete, updated ICA's.


                                                                               6
<PAGE>   80

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)          
SPACEHAB Safety Analyses and           9/2/97                    7                        NAS9-97199
Hazard Analyses Reports
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
The reports provide HQ OSF, JSC and KSC the flight and ground safety assessment
of the integrated SPACEHAB cargo element, including the SPACEHAB module,
ancillary equipment and manifested payloads, for each mission.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1, 9.2 Scope/Format/Content

The reports provide the flight and ground safety assessment of the integrated 
SPACEHAB cargo element, including the SPACEHAB module, ancillary
equipment and manifested payloads, for each mission.  It will be used by the 
SSP safety organizations to:  (1) identify system design hazards, (2)
assess the risk associated with the design, (3) establish design compliance 
with the SSP failure tolerance requirements, (4) define hazard controls,
and (5) identify the data required for verification of hazard controls.

These reports shall be submitted to the appropriate SSP safety organization 
(NASA-JSC for flight safety, NASA-KSC for ground safety) in support of
the multi-phased flight and ground safety review and safety certification 
process, and must comply in scope, format, and content with the current
issue of:

(1)  NSTS 1700.7B:  Safety Policy and Requirements for Payloads using the Space 
     Transportation System (STS)

(2)  45 SPW HB S-100/KHB 1700.7:  Space Transportation System Payload Ground 
     Safety Handbook

(3)  NSTS 13830:  Implementation Procedure for STS Payloads System Safety 
     Requirements

10.0 Maintenance

The reports shall be updated to reflect changes resulting from previous SSP 
safety reviews, safety policy revisions or interpretation letters, and
any changes to SPACEHAB or payload systems which affect flight safety.

*


                                                                               7
<PAGE>   81
                                      
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                            
Post-Mission Report                   10/10/97                   8                         NAS9-97199
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with a report at the module and payload level of
hardware/software performance, anomalies, malfunctions and lessons learned.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                           7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>

9.1 Scope

This report shall provide a comprehensive post-flight summary of the 
performance of the module and each payload.

9.2 Format/Content

The Contractor's shall structure the report by user (i.e., NASA-sponsored 
payloads, commercial payloads, etc.) and by payload, with a general section for
the module and systems.  Within these sections the Contractor's format is 
acceptable.

For each payload and (as applicable) the module and its systems the report 
shall address the following:

       1. Define the mission objectives and the extent to which they were met.

       2. Identify problems, anomalies and malfunctions over the course of the 
          mission and their impact on the payload and the overall mission.

       3. Provide suggested recommended corrective actions, if one is known.

       4. Assess the adequacy of training, both for flight and ground personnel

       5. Identify lessons learned

10.0 Maintenance

None required.


                                                                               8
<PAGE>   82


                JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                         (Based on JSC-STD-123)




<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                                
SPACEHAB Mission Integration          10/10/97                   9                      NAS9-97199
and Operations Management Plan        
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To define the various operations and processes, product delivery templates, and
organizational interfaces necessary for the Contractor to implement the
Integration and Operations (I&O) activities for SPACEHAB missions.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                             7.  Interrelationships (e.g., with other DRDs) (Optional)

--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

This DRD covers the end-to-end array of principal functions carried out by the 
Contractor in the performance of contract I&O responsibilities, including:

- Payload manifesting and integration support
- Space Shuttle Program mission integration support
- Payload flight operations documentation preparation
- SPACEHAB module systems and payload operations training
- Ground facility utilization
- Data management
- Simulations and mission operations support

9.2 Format/Contents

The document shall contain integrated text and graphics as required to 
describe/illustrate the various aspects of services provided, including
process descriptions, schedule flows, facility and tool illustrations, 
organizational hierarchies, etc.  The following information should be
included under the corresponding principal function material:

- Payload Manifesting and Integration Support

Presents a functional breakdown and description of how the Contractor works 
with the SSP Customer Integration Office, the COTR, and payload
developers to identify candidate experiments, collect and document pertinent 
technical and operational data, establish mission manifests,
represent payload interests to the SSP during all phases of mission 
preparation and execution, and physically integrate payloads into and out
of the pressurized volume of either the SPACEHAB module or Orbiter middeck 
(if required).

- Space Shuttle Program Mission Integration Support

Presents a functional breakdown and description of how the Contractor 
interfaces with the Space Shuttle Program Office to ensure the timely
provision of data required to enable integration of the SPACEHAB cargo element 
into the Space Shuttle, to support the associated development of
SSP mission integration documentation, and to participate in the necessary SSP 
pre-mission status and flight readiness reviews.


                                                                               9
<PAGE>   83


Mission Integration and Operations Management Plan (continued)


-    Payload Flight Operations Documentation Preparation

     Presents a functional breakdown and description of how the Contractor
     manages the preparation of flight procedures for the various payloads
     flown in the SPACEHAB module or Orbiter middeck (if applicable).  This
     includes Contractor procedures development, control, validation, and
     publication.  Key milestones for periodic interface with the NASA Crew
     Procedures Control Board are identified.

-    SPACEHAB Module Systems and Payload Operations Training

     Presents a functional breakdown and description of how the Contractor
     manages the SPACEHAB module systems and payload systems training for the
     various NASA flight crews, console operators, simulator instructors, and
     ground support personnel.  This includes the approach to (1) development
     of training plans, study materials, and hardware/software aids:  (2)
     development of training requirements and schedules; and (3) development
     and utilization of training mockups and high fidelity trainers.

-    Ground Facility Utilization

     Presents a functional breakdown and description of the Contractor's
     approach to the utilization of (or support to the NASA utilization of)
     major Government and contractor facilities during the preparation,
     execution, and postflight phases of SPACEHAB mission operations.  These
     facilities include the Contractor's SPACEHAB Payload Processing Facility;
     the KSC SSPF, OPF, CCRF, and launch pad complex; the JSC Payload
     Operations Control Center (POCC) and Customer Support Room; and the
     KSC/DFRC nominal end-of-mission landing site facilities.  Plans for
     support of remote payload POCC's (if required), early return to KSC/DFRC,
     other alternate or abort landing sites and their facilities should also be
     included as required.


-    Data Management

     Presents a functional breakdown and description of how the Contractor
     manages SPACEHAB module and payload science and technology data.  This
     includes the approach to development of module and payload data
     requirements (including requirements for data processing, storage, and
     distribution), coordination of the method(s) by which this data is
     integrated into the standard Space Shuttle Program communication and data
     services, establishment of interfaces with NASA and non-NASA components of
     the air-to-ground communications network, coordination of the Contractor's
     data management plan with NASA, and provision of all associated equipment
     and services which are in addition to those normally provided as GFE.

-    Simulations and Mission Operations Support

     Presents a functional breakdown and description of how the Contractor will
     manage SPACEHAB and payload systems support within the JSC POCC and
     Customer Support Room facilities during all Joint Integrated Simulations
     as well as during real-time mission operations.  Customer utilization of
     remote payload POCC's and their interfaces with the SPACEHAB POCC at JSC
     shall be addressed.

10.0 Maintenance

The Contractor will keep this document current with established processes,
schedules, and interfaces throughout the contract period.


                                                                             10 

<PAGE>   84

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)




<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)        
Experiment Flight Operations          10/10/97                   10                      NAS9-97199
Procedures and Timelines
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide the flight crew and NASA flight control team with payload operating
procedures, maintenance and servicing procedures, malfunction procedures, and
timelines.  These products will ultimately be used by NASA as flight documents
and provided to the appropriate flight crew and ground support personnel.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                     Mission Integration and Operations Management Plan - DRL 
                                                     Line Item No. 9
--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

These procedures and timelines shall address all payload-unique procedures and 
sequences.  The actual production of the flight documents will
be based on the joint agreements between the Contractor and NASA identified in 
the Mission Integration and Operations Management Plan.

9.2 Format/Contents

a. The format for all procedures, timelines, and reference documentation shall 
   meet the standards specified in the Crew Procedures Management
   Plan (JSC-08969) and appropriate appendices, as modified by a NASA/SPACEHAB 
   Memorandum of Agreement dated April, 1995.

b. The procedures shall address the nominal and off-nominal operations of all 
   experiments, exclusive of any procedures that have integrated
   requirements with the Orbiter.  The procedures shall be delivered in 
   documents/formats compatible with the Flight Data File structure for each
   particular SPACEHAB flight.

c. The timelines shall address the operational sequences of the various 
   payloads, exclusive of any integrated operations with the Orbiter.  All
   payload timelines are subject to the NASA-generated mission Flight Plan.

10.0 Maintenance

All procedures, timelines, and reference documents will be maintained to 
support the integration schedule and training requirements as
specified for each mission.


                                                                             11
<PAGE>   85


                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                               
SA-1-1, Safety and Health Plan      3/6/95 - replaces           11
                                    2/6/95 version
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
***This DRD is controlled by the JSC Safety, Reliability, and Quality Assurance
Office in accordance with JMI 2314.1, *JSC Data Requirements Descriptions*, as
revised

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [ ]  Technical       [ ]  Administrative      [x]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised); JHB 1700.1              See block 8. Below
(as revised)
--------------------------------------------------------------------------------------------------------------
</TABLE>

8. Preparation Information (Include complete instructions for document 
preparation) 
DRD SA-1-5, Mishap Notification, Investigation, and Corrective Action Reports 
DRD SA 1-7, Material Safety Data

When preparing its safety and health plan, the offeror/contractor is expected 
to determine whether the items below are applicable to its contract performance
and tailor its plan accordingly.  This determination is to be made available to 
the Government as part of this plan.  It can be documented as a checklist or 
outline, inserted directly in the body of the plan, or in any format developed 
by the contractor that clearly conveys the determination.

1. Policy.  A safety policy statement will be included in the plan.

2. Authority And Accountability.  The plan will state that it will be 
   maintained as required to be consistent with applicable NASA requirements 
   and contractual direction as well as applicable Federal, state, and local 
   regualtions.  The plan will include a statement from the project manager or 
   designed safety official indicating that the plan will be implemented as 
   approved and that the project manager will take personal responsibility for 
   its implemenation.

3. Management Structure.  Clearly define line and staff responsibilities for 
   safety, health, and environmental protection.  Identify any
   other personnel or organization that provides safety services or exercises 
   any form of control or assurance in these areas.  State the means
   of communication and interface concerning related issues used by line, 
   staff, and others (such as documentation, concurrence requirements,
   committee structure, sharing of the work site with NASA and other 
   contractors, or other special responsibilities and support.)

4. Safety Program Management.  Identify all personnel assignments and basic 
   techniques to be applied to accomplish the safety program goals.
   As a minimum, the following details shall be provided.

4.1 Assignment of specific safety roles and responsibilties to individuals by 
    title.  The following information will be provided as minimum:

4.11 Designed Safety Official (or equivalent) - identify by title the official
    (s) responsible for implementation of this plan and all formal
    contacts with regulatory agencies and with NASA.

4.12 Safety Representative - identify by title the individual who will be 
    trained and certified in accordance with JMI 1710.4, "JSC Safety
    Representatives," to be responsive to Center-wide safety, health, 
    environmental, and fire protection and goals, and who will participate in
    meetings and other activities related to the JSC Safety and Health program.


                                                                             12
<PAGE>   86


4.1.3 Company Physician - to facilitate communication of medical data to
contractor management, the contractor shall identify a point of contact (such
as the company physician) by name address, and telephone number to the JSC
Clinic, mail code SD22.  Prompt notification to the JSC Clinic shall be given
of any changes that occur in the identity of the point of contact.

4.2  Identification of methods to assure that written procedures are developed
     for all hazardous operations, including testing, maintenance, repairs, and
     handling of hazardous materials and hazardous waste.  Procedures will be
     developed in a format suitable for use as safety documentation (such as a
     safety manual).

4.3  Identification of methods to assure that the relevant hazardous
     situations and proper controls are identified in documentation such as
     inspection procedures, test procedures, etc., and other related
     information.

4.4  Describe the contractor's training program including identification or
     responsibility for training employees to assure understanding of safe work
     practices, hazard recognition, and appropriate responses including
     protective and/or emergency countermeasures.  Address management
     techniques used to identity and utilize JSC training resources (such as
     asbestos worker training/certification, hazard communication, etc.) as
     appropriate with particular emphasis on programs designed for the
     multi-employer work environment on NASA property.

4.5  Assignments, procedures, and frequency for regular inspection and
     evaluation of work areas for hazards and accountability for implementation
     of corrective measures.  The contractor has the option, in lieu of this
     detail, to identify policies and procedures with the stipulation that the
     results (including findings) of inspections conducted on NASA property or
     involving Government furnished property will be documented in contractor
     self evaluations, risk evaluations, or the monthly Accident/Incident
     Summary reports.)

4.6  Identification of methods to assure the reporting and investigation of
     mishaps and close calls and corrective actions implemented to prevent
     recurrence.  Discuss use of NASA Form 1627 and alternate forms used by
     contractor with emphasis on timely notification of NASA; investigation
     procedures; exercise of jurisdiction over a mishap investigation involving
     NASA and other contractor personnel; follow up of corrective actions;
     communication of lessons learned to NASA; and solutions to minimize
     duplications in reporting and documentation including use of alternate
     forms, etc.  Discuss immediate notification requirements for fires,
     hazardous materials releases, and other emergencies.

4.7  Establishment of administrative procedures and responsibilities for
     emergency preparedness plans and procedures.

4.8  Participation in the review, updating, and modifications of safety
     requirements identified in this plan including any referenced documents
     therein.  This review activity will be implemented at the direction of the
     NASA Contracting Officer's Technical Representative in accordance with
     established NASA directives and procedures.

4.9  Management techniques and criteria used to determine the need for safety
     engineering tasks and the methods for identification and control of
     hazards associated with work performed.  All safety engineering products
     which address operations, equipment, etc., on NASA property will b subject
     to JSC SR&QA review and concurrence in accordance with DRD SA-1-8 unless
     otherwise specified in the approve safety and health plan.

4.10 Assignment of responsibility for maintaining facilities baseline
     documentation in accordance with JSC Management Instruction (JMI)8830.1,
     "Facilities Baseline Documentation."  The contractor will implement any
     facilitates baseline documentation tasks (including safety engineering) as
     provided in the contractor's Safety and Health Plan approved by NASA or as
     required by contractual or technical direction.

5.   Procurement and Contract Safety.  Identify procedures used to assure that
     procurements are reviewed for safety considerations and that
     specifications contain appropriate safety criteria and instructions.  Set
     forth authority and responsibility to assure that safety tasks are clearly
     stated in subcontracts.

6.   Hazardous Materials, Hazardous Items, and Hazardous Waste.

6.1  Hazardous Materials - Sate controls over procurement, storage, issuance,
     and use of hazardous materials.  State method by which compliance with
     JSC's Hazard Communication Program (as defined in JHB 1700.1) and JMI
     1710.9, "Control of Hazardous Materials," will be accomplished.  Describe
     method by which material safety data will be provided to JSC.

                                                                             13
<PAGE>   87


6.2 Potentially Hazardous Items - Describe controls over procurement, storage,
issuance, and use of potentially hazardous items.  Identify any
training/certification requirements as appropriate.  State method by which
hazards associated with potentially hazardous items will be documented and
provided to JSC.

Potentially Hazardous Items are defined as " An end item, element, system,
subsystem, article, or component with the potential for exposure of personnel,
facilities, equipment, or the environment to hazards arising from performance
of work, use, handling, manufacturing, packaging, transportation, storage,
inspection, or diposal."

6.3  Hazardous Waste - Set forth controls over the generation, storage,
     handling, and disposal of hazardous waste.  Identify
     training/certification requirements as appropriate.

7.   Hazardous Operations.  Establish methods for notification of personnel
     when hazardous operations are to be performed in their facilities or when
     hazardous conditions are found to exist during the course of this
     contract.  JHB 1700.1 will serve as a guide for defining, classifying, and
     prioritizing hazardous operations.  Develop and maintain a list of
     hazardous operations to be performed during the life of this contract.
     The list of hazardous operations will be provided to JSC as part of the
     Safety Plan for review and approval.  JSC and the Contractor will decide
     jointly which operations are to be considered hazardous, with JSC as the
     final authority.  Before hazardous operations commence.

7.1  Hazardous Operations Procedures.  Written hazardous operations procedures
     will be developed and approved for all hazardous operations with
     particular emphasis on identifying the job safety steps required.  The
     contractor may implement this requirement as follows:

7.1.a Identify contractor policies and procedures for management and
implementation of hazardous operations procedures together with a statement
that NASA will have access on request to any contractor data necessary to
verify implementation; or

7.1.b In lieu of contractor management and development of such procedures,
identify the method whereby the contractor will identify and submit such
procedures to the JSC Health, Safety, and Environmental Compliance Office for
review and approval.

7.2  Training and Certification.  A training and certification program will be
     developed and implemented for personnel involved in hazardous operations
     such as confined space entry and lockout/tagout.  Set forth procedures or
     training and certification of personnel who will perform tasks which have
     been determined to be hazardous by JSC or the contractor.  Certifications
     should include documentation that training requirements and physical
     conditions have been satisfied by one or more of the following:  physical
     examination, testing, on-the-job performance, etc.  All training materials
     and training records will be provided for NASA review on request.

7.3  Hazardous Operations Permits.  Identify facilities, operations and/or
     tasks where hazardous operations permits will be required as specified in
     JHB 1700.1.  Set forth guidance to adhere to established NASA JSC
     procedures.  Clearly state the role of the safety group or function to
     control such permits.

7.3.1 Operations Involving Potential Asbestos Exposures.  Set forth method by
     which compliance is assured with JSC Asbestos Control Program as
     established in JHB 1700.1, as revised, and JHB 8800.1, "Asbestos Control
     Manual," as revised.

7.3.2 Operations Involving Toxic Materials or Health Hazards.  Set forth
     method by which onsite work exposures related to potentially toxic or
     health hazardous chemical or physical agents will be identified.  Such
     operations must be evaluated by the JSC Occupational Health Office and
     must be property controlled as advised by same.  JSC Occupational Health
     Office must be notified prior to initiation of any new or modified
     operation potentially hazardous to health.

7.3.3 Operations Involving Hazardous Waste.  Identify procedures used to
     manage hazardous waste from point of generation through disposal.  Clearly
     identify divisions of responsibility between contractor and NASA for
     hazardous waste generated throughout the life of the contract.  Operations
     which occur on site at JSC or Ellington Field must be evaluated by the JSC
     Environmental Services Office and must be properly controlled as advised
     by same.  JSC Environmental Services Office must be notified prior to
     initiation of any new or modified operation potentially hazardous to
     health.

                                                                             14
<PAGE>   88



7.3.4 Operations Involving New or Modified Emissions/Discharges to the
     Environment.  Set forth methods for identifying new or modified
     emissions/discharges and coordinating results with the Environmental
     Services Office, mail code JJ12.  Emphasis shall be placed on providing
     for sufficient lead time for processing permits through the appropriate
     state agency and/or the Environmental Protection Agency.


                                                                             15
<PAGE>   89


8. Fire Prevention.  Set forth administrative requirements and procedures for
control of and regularly scheduled inspections for fire and explosion hazards.
State compliance with JMI 1713.2, "JSC Fire Safety Program", as revised, and
JMI1713.3, "Building Fire Wardens", as revised.

9.   Pollution Prevention.  Set forth procedures to minimize or eliminate
     environmental pollution.  Address management of hazardous materials;
     substitution or nonhazardous or less hazardous materials for hazardous
     materials; proper segregation of hazardous wastes from nonhazardous
     wastes; and other methods described by NASA (including but no limited to
     the following:  JMI 1710.9, JMI 8800.3, JMI 8800.4, and JMI 8837.1.)

10.  Protective Equipment.  Set forth procedures for obtaining, inspecting,
     and maintaining protective equipment, as required, or reference written
     procedure pertaining to this subject.  Describe approach to training
     personnel in the proper use and care of protective equipment.  Set forth
     methods for keeping records of such inspections and maintenance programs.

11.  Risk Evaluation.  The contractor shall state responsibility and
     procedures to determine the significance, intrinsic worth, and critically
     of the contractor operations in a manner that proper risk management
     techniques can be applied and notable safety risk reported to the JSC
     Health, Safety, and Environmental Compliance Office.  The contractor will
     discuss ranking the risk in a severity classification.  Risk evaluation
     tasks, managing the risks, and documenting the results will be discussed.

12.  Self Evaluations and Reporting.  Set forth responsibilities and methods
     for internal adults and evaluations of the overall safety and health
     program.  Identify personnel who conduct the audit and evaluation, to whom
     the report is made, and the frequency (at least annually) with which it is
     performed.  These evaluations shall include subcontracted tasks.

     Government Furnished Data.  JHB 1700.1, Safety Requirements Handbook for
Safety, Health, Environmental Protection, and Emergency Preparedness (formerly
JHB 1700.1, JSC Safety Manual), as revised (including all subsequent revisions
during the life of the contract).

Formal:

1.   Cover page - to include signatures of Contractor's project and designated
     safety official (if different); NASA COTR; and NA3/Health, Safety, and
     Environmental Compliance Office.  Other signatures may be required at the
     discretion of the Government.

2.   Table of Contents.

3.   Body of plan as required (contractor's format acceptable).

Authority:  FAR 52.223-3, NFS 18-52-223-72, 18-52.223-73, 18-52.223.73 (Alt 1);
JSCS 52.223.91

                                                                             16
<PAGE>   90

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)          
SA-1-5, Mishap Notification,                                     12
Investigation, and 
Corrective Action Reports
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
Reports on contractor mishaps and close calls to prevent recurrence and to
manager potential liabilities.
***This DRD is controlled by the JSC Safety,
Reliability, and Quality Assurance Office in accordance with JMI 2314.1, *JSC
Data Requirements Descriptions", as revised


<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [ ]  Technical       [ ]  Administrative      [x]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised), JHB 1700.1              SA-1-1; See also block 8. Below
(as revised)
--------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>

The references for this DRD are as follows:
- NHB 1700.1, Volume 1 (or V1)), "NASA Safety Policy and Requirements 
  Document", as revised.
- NHB 1700.1 (Volume2), "NASA Guidelines for Mishap Investigation", as revised.
- JHB 1700.1, "JSC Requirements Handbook for Safety, Health, Environmental 
  Protection, and Emergency Preparedness", as revised.
- NMI8621.1, "Mishap Reporting and Investigating", as revised.

1. GENERAL:  Mishap reporting, investigation and corrective action 
   requirements differ according to whether the specific mishap occurs on NASA
   property.  Mishaps occurring on third party property will be handled in the 
   same manner as those occurring on contractor property are found in 
   paragraph 4 below.

2. NASA Contractor MISHAP:  Any unplanned occurrence, event, or anomaly 
   involving NASA contractor personnel, equipment, or facilities which are in
   support of NASA operations and meet one of the mishap classifications as 
   defined below.  Aircraft or space hardware mishaps meeting the mishap
   criteria described below are included if the mishap is not classifed as a 
   mission failure.  Test failures which result in unexpected or unanticipated
   injury or damage are also included.

2.1. Mishaps are classified by NASA as follows:

2.1.a. Type A - A mishap causing death to personnel or damage to equipment or 
property equal to or exceeding $1,000,000.

2.1.b. Type B - A mishap expected to result in permanent disability to one or 
more persons, or resulting in hospitilization (for other than
observation) of five or more persons, or damage to equipment or property from 
$250,000 to less than $1,000,000.

2.1.c. Type C - A mishap resulting in damage to equipment or Property form 
$25,000 to less than $250,000 or causing and occupational injury or
illness which results in a lost-workday case.

2.1.d. Incident - A mishap consisting of less than Type C severity of injury 
to personnel (excluding first aid cases) which do not result in any
lost-workdays and/or property damage equal to or greater than $1,000 but less 
than $25,000.

2.2. Close Call - An occurrence in which there is no injury, no property 
     damage, and no interruption of productive work, but which possesses the
     potential for mishaps which are type A or B, or type C property damage.  
     Close calls are NOT classified as mishaps, but are potentially significant
     indicators or undesirable conditions in the work environment.

3.   ONSITE MISHAPS OCCURING ON NASA PROPERTY:


                                                                             17
<PAGE>   91


3.1 Immediate Notification and Reporting of Mishaps Occurring on NASA Property.

3.1.a. Telephonic Report.  The contractor shall report by telephone within 24
hours to NA3/Health, Safety, and Environmental Compliance Office (34290 onsite,
713-483-4290 offsite) all mishaps which are type A or B bodily injury and/or
property damage, or type C property damage.  This report will typically provide
the information outlined in the NASA Form 1627A, Telephonic Mishap Report.

3.1.b. 24-Hour Report.  The contractor shall report by NASA Form 1627, NASA
Mishap Report, (latest revision, or an equivalent, alternative report form as
approved by NASA) within 24 hours to NA3/Health, Safety, and Environmental
Compliance Office all mishaps which are type A, B, or C, incidents and close
calls with the potential of being mishaps which are type A or bodily injury
and/or property damage.  NASA Form 1627 can be obtained from JM86/JSC
Distribution.

3.1.c. Emergency Reporting.  All onsite emergencies, such as fires, paramedical
assistance, etc., shall be reported immediately by telephone to the JSC
Emergency Dispatcher, extension 33333 prior to reporting to NA3/Health, Safety,
and Environmental Compliance Office.

3.2  Mishap investigation and Corrective Action for Mishaps Occurring on NASA
     Property.

3.2.a. An initial investigation by NA3/Health, Safety, and Environmental
Compliance Office is required for all mishaps which are type A or B injury
and/or property damage, or type C property damage.  The contractor has the
responsibility to perform collateral investigations.  However, investigations
conducted by NASA will take priority with regard to access to evidence, data,
and witnesses.  The proceedings of NASA investigations will remain
confidential.  The contractor will have an opportunity to comment on the
investigation report in accordance with NASA prtocols.

3.2.b. All other mishaps, including lost time and medical treatment cases, will
be investigated by the contractor consistent with NASA policies and guidelines
set forth in JHB 1700.1, "JSC Requirements Handbook for Safety, Health,
Environmental Protection, and Emergency Preparedness", as revised, and NHB
1700.1 (Volume 2), "NASA Guidelines for Mishap Investigation."

3.2.b(1) Ten Day Report.  After the contractor completes his investigation of
the mishap and, when appropriate, has developed a plan of corrective action,
the contractor shall complete the required blocks on NASA Form 1627 (or an
equivalent, alternative report form as approved by NASA) including all required
signatures.  This completed NASA Form 1627 (called the TEN DAY REPORT) will be
submitted to NA3/Health, Safety, and Environmental Compliance Office for
concurrence within 10 working days of the mishap.

3.2.b(2) Should the contractor choose to convene a formal investigation
requiring more than 10 working days to perform its investigation, the
contractor will immediately notify NA3/Health, Safety, and Environmental
Compliance Office and request an extension of the ten-day requirement.  The
extension if approved will be for a specified period of time and investigation
status reports will be provided to NA3/Health, Safety, and Environmental
Compliance Office upon request.  A copy of the contractor's investigation
report will be forwarded to NA3/Health, Safety, and Environmental Compliance
Office for review along with the ten day report.

3.2.c. The contractor shall coordinate the implementation of the corrective
action plan with the NA3/Health, Safety, and Environmental Compliance Office.
This plan will include any verification activities required by the contractor
to ensure that corrective actions have been implemented satisfactorily.


                                                                             18
<PAGE>   92


4. MISHAPS OCCURRING ON CONTRACTOR PROPERTY OR ON THIRD PARTY PROPERTY:

4.1. Immediate Notification and Reporting of Mishaps Occurring on Contractor
     Property or Third Pary Property.  For reporting to NASA those mishaps
     occurring on their property or on third party property, contractors will
     have the option to use either the NASA Forms specified below or
     alternative reports forms utilized by the contractor provided these
     alternative forms contain equivalent information required on the NASA Form
     and reports will be made in accordance with NASA requirements.  The use of
     alternative report forms (such as Worker's Compensation forms, etc.) will
     be implemented in accordance with the contractor's Safety and Health Plan
     as approved by NASA.

4.1.a. Telephonic Report.  The contractor shall report by telephone within 24
hours to NA3/Health, Safety, and Environmental Compliance Office (34290 on
site, 713-483-4290 offsite) all mishaps which are type A or B bodily injury
and/or damage to government property, type C damage to government property, and
incidents or close calls with the potential of being mishaps which are type A
or B bodily injury and/or damage to government property, or type C damage to
government property.  This report will typically provide the information
outlined in the NASA Form 1627A, Telephonic Mishap Report.

4.1.b. 24-Hour Report.  The contractor shall report by NASA Form 1627 can be
obtained from JM86/JSC Distribution.

4.2. Mishap Investigation and Corrective Action for Mishaps on Contractor
     Property or Third Party Property.

4.2.a. An initial investigation by the contractor is required for all mishaps
which have been reported to NASA.  NASA reserves discretionary authority to
investigate mishaps which involve NASA personnel or resources regardless of
location.  The contractor has the discretion to perform any collateral
investigations.  However, investigations implemented by NASA will take priority
with regard to access to evidence, data, and witnesses.  The proceedings of
NASA investigations will remain confidential.  The contractor will have an
opportunity to comment on the investigation report in accordance with NASA
protocols.

4.2.b. Contractor mishaps, including lost time and medical treatment cases,
will be investigated by the contractor consistent with NASA policies and
guidelines set forth in JHB 1700.1, "JSC Requirements Handbook for Safety,
Health, Environmental Protection, and Emergency Preparedness", as revised, and
NHB 1700.1 (Volume 2), "NASA Guidelines for Mishap Investigation."

4.2.b(1) Ten Day Report (or contractor final report).  After the contractor
completes his investigation of the mishap and, when appropriate, has developed
a plan of corrective action, the contractor shall complete the required blocks
on NASA Form 1627 (or the alternative form used by the contractor) including
all required signatures.  This completed report will be submitted to the
NA3/Health, Safety, and Environmental Compliance Office for information
(normally within 10 working days of the mishap).

4.2.b(2) Should the contractor choose to convene a formal investigation
requiring more than 10 working days to perform its investigation, the
contractor will immediately inform the NA3/Health, Safety and Environmental
Compliance Office and provide an estimated completion date for the
investigation.  Investigation status reports will be provided to NA3/Health,
Safety, and Environmental Compliance Office upon request.  A copy of the
contractor's investigation report will be forwarded to the NA3/Health, Safety,
and Environmental Compliance Office for information (normally within 10 working
days of the mishap).

4.2.c To ensure that NASA responsibilities are clearly identified, coordinated,
and implemented, the contractor shall coordinate any subsequent corrective
action plan with the NA3/Health, Safety, and Environmental Compliance Office
particularly when the mishap or corrective action involves NASA or third party
(other than the contractor's subcontractors and vendors) personnel, equipment,
or property, when the corrective actions involve flight (including
"flight-like") and/or government equipment or property, when the corrective
action is expected to exceed $25,000.  This plan will include any verification
activities identified by the contractor to ensure that corrective actions to be
implemented by NASA or a third party will be accomplished.

5.   FORMAT:  As provided; NASA Form 1627A, Telephonic Mishap Report, (latest
     revision) and NASA Form 1627, NASA Mishap Report (latest revision), or
     equivalent, alternative form(s) in accordance with the contractor's Safety
     and Health Plan as approved by NASA.  NASA Form 1627 can be obtained from
     JM86/JSC Distribution.

Authority.  NFS 18-52.223-70, 18-52.223-73, 18-52.223-73 (Alt 1); JPI 52.223-92

                                                                             19
<PAGE>   93

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                        
SA-1-7, Material Safety Data                                     13
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
Data on safety and health characteristics of hazardous materials and potentially
hazardous items for employee information and awareness purposes
***This DRD is  controlled by the JSC Safety, Reliability, and Quality Assurance
Office in accordance with JMI 2314.1, "JSC Data Requirements Descriptions", as
revised
         
<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [ ]  Technical       [ ]  Administrative      [x]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised), JHB 1700.1                  SA-1-1
(as revised)
--------------------------------------------------------------------------------------------------------------
</TABLE>

8. Preparation Information (Include complete instructions for document 

preparation) The contractor shall prepare and/or deliver Material Safety Data 
as documented and approved in the Safety Plan (DRD SA-1-1).  This data is 
required by the Occupational Safety and Health Administration (OSHA) 
regulation, 29 CFR 1910.1200, "Hazard Communication", and Federal Standard 313
(or FED-STD-313), "Material Safety Data, Transportation Data and Disposal Data
for Hazardous Materials Furnished to Government Activities", as revised.

2. Information required:

2.a All information listed on OSHA Form 174, "Material Safety Data," as 
superseded or revised by OSHA; or as specified in FED-STD-313; or
equivalent information.

2.b Location of hazardous material by building and room.

2.c Quantity hazardous material normally kept at locations identified in 2.b 
above.

3. Format:

3.a Material Safety Data Sheets as specified by OSHA regulations (e.g., 29 CFR 
1910.1200).

3.b Hazardous Materials Inventory Data as required by JSC 20204, "JSC Hazard 
Communication Program", and JSC Management Directive (JSCMD) 1710.9,
"Control of Hazardous Materials," as revised.

4. Frequency and Point of Delivery for data:

4.a Material Safety Data Sheets:  1 copy to JSC Central Repository, Mail Code 
SD23.  Provide information on location and quantity as well.

4.b Hazardous Materials Inventory Data:  Annually in accordance with JSC call 
for inventory.

Authority.  NFS 18-52.223-70, 18-52.223-73, 18-52.223-73 (Alt 1); JPI 52.223-92


                                                                             20
<PAGE>   94
                                     
                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)   
SPACEHAB Mission Requirements          10/10/97                  14                       NAS9-97199
and Allocations Document (MRAD)
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To establish and control the allocation of resources and the technical
requirements for integration of the payload elements and their support hardware
with the SPACEHAB module and Orbiter middeck (if required), for each SPACEHAB
mission.  Pertinent mission requirements for integrating the SPACEHAB cargo
element into the Space Shuttle Orbiter are also established by this document.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                          7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                    Payload Interface Control Agreements (DRL Line Item No. 6)

--------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>

9.1 Scope

This DRD defines the entire complement of science and/or logistics payloads to 
be flown in the SPACEHAB module and Orbiter middeck (if required) for each 
SPACEHAB mission.  It defines the mission-unique technical integration 
requirements for the SPACEHAB payloads and supporting hardware, regardless of 
location in the pressurized volume.  It also defines pertinent mission 
requirements for integrating the SPACEHAB cargo element into the Space Shuttle 
Orbiter.

9.2 Format/Contents

a.   The contractor's format will be acceptable.

b.   The report shall be in response to an initial set of NASA-sponsored and 
     commercial research and/or logistics payloads delivered to the
     Contractor by NASA through the office of the COTR.  The Contractor's 
     response (this MRAD) shall address specific technical and operational
     issues pertaining to each proposed research or logistics payload and 
     contain recommendations for combining the proposed payloads into optimized
     payload combinations and SPACEHAB internal configurations, based on the 
     priorities of the proposed payloads and overall resource allocations.
     All assumptions used to generate the optimized payload combinations shall 
     be clearly stated.  The initial MRAD for each mission shall document
     the Contractor's participation in the formal payload initial baseline 
     manifesting process.   MRAD's will be submitted to NASA approximately 30
     days after receiving technical direction defining or revising the payload 
     complement issued by the COTR.

c.   The design and performance requirements in the MRAD shall be maintained 
     at a level consistent with the "integrated" payload level intent.
     Detailed payload design solutions and interface requirements shall not be 
     included in this DRD.  Such data shall be contained in the respective
     Interface Control Agreements (ICA's) according to the format established 
     in DRL Line Item No. 6.

d.   The MRAD shall be the source of accurate data pertaining to the mission-
     unique mass, volume and other resources allocated to each payload, and 
     its supporting hardware, assigned to the Contractor.  The MRAD shall 
     give specific insight into the efficiencies of preflight planning for 
     payload chargeable hardware stowage and use, and shall be maintained 
     consistent with ICA requirements and module and payload systems mass 
     properties information.


                                                                             21
<PAGE>   95




SPACEHAB Mission Requirements and Allocations Document (continued)

e.   The following categories of requirements shall be included in this DRD:
       -    Mission physical configuration of the SPACEHAB
            module, including ascent, on-orbit, and descent payload stowage
            configurations
       -    Mass and volume allocations for each payload and its support 
            hardware
       -    Mission complement electrical power and energy; including a module
            electrical plug-in plan for all mission phases (as applicable)
       -    Command and data requirements
       -    Experiment thermal/environmental control
       -    On-orbit vehicle dynamics and attitude requirements
       -    Crew utilization
       -    Ground operations support, including late access/early retrieval
       -    Flight operations support
       -    Mission-unique hardware and GFE (by payload)
       -    Optional service requirements (by payload)

10.0  Maintenance

The Contractor shall keep the MRAD current with the latest payload requirements
available and shall update the MRAD, in part or in total, as requirements are
updated.  Payload mass and volume data, in particular, shall be maintained
accurate and current.

                                                                             22
<PAGE>   96

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)             
SPACEHAB Experiment Interface         9/2/97                     15                      NAS9-97199
Definition Document (IDD)
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with the capability to evaluate payload candidates 
for compatibility with the payload-to-SPACEHAB module interfaces.

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)                [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                           7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                    Payload Interface Control Agreements- DRL Line Item No. 6

--------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>

9.1 Scope

The IDD shall define the generic payload-to-SPACEHAB module interfaces.  It 
shall be applicable to all classes of payloads flown on SPACEHAB missions. 

9.2 Format/Content

a. The IDD shall be similar in format and content to the SPACEHAB Experiment 
   IDD, MDC 91W5023F, dated September 1996.

b. The IDD shall be under configuration control and available in both hard  copy
and electronic formats for the convenience of payload developers.       

10.0 Maintenance

The IDD shall be maintained current throughout the contract period.  The soft 
copy will be maintained as a complete IDD with figures either imbedded in the
text or provided separately.  NASA shall be notified by letter, change notice
or document revision of any changes in the payload-to-SPACEHAB module interface
no later than the implementation date of the change.         

                                                                             23

<PAGE>   97

                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)




<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                     
Product Assurance Plan                10/10/97                  16                        NAS9-97199
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and the NASA-JSC a description of the product assurance
program and activities pertaining to design and delivery of SPACEHAB hardware
for integration in the module for flight.

<TABLE>
<S>                                          <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)               [ ]  Technical       [ ]  Administrative      [x]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                            7.  Interrelationships (e.g., with other DRDs) (Optional)
SPACEHAB Product Assurance Plan - MDC W5164A

--------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>

9.1 Scope

The objective of the product assurance program is to integrate the product 
assurance functions to assure safety of personnel and to provide a highly
reliable payload carrier which conforms to applicable  requirements.          

9.2 Format/Content

a. The Contractor's format will be acceptable.

b. The contents of the reference SPACEHAB Product Assurance Plan describe the 
   process and procedures used to assure that design and workmanship problems 
   identified in the integration of the SPACEHAB module and its systems have 
   been documented and resolved before flight.

10.0 Maintenance

The Product Assurance Plan will be maintained to support the integration 
schedule and requirements as specified for each mission.


                                                                             24
<PAGE>   98


                   JSC DATA REQUIREMENTS DESCRIPTION (DRD)
                            (Based on JSC-STD-123)



<TABLE>
<S>                             <C>                        <C>                   <C>
--------------------------------------------------------------------------------------------------------------
1.  DRD Title                   2. Current Version         3. DRL Line           RFP/Contract No. (Procurement
                                   Date                       Item No.           completes)                                 
Mission Support Handbook              10/30/97                  17                       NAS9-97199
--------------------------------------------------------------------------------------------------------------
</TABLE>

4.  Use (Define need for, intended use of, and/or anticipated results of data)
To provide NASA,  the Contractor's Flight Control Team (FCT), and the
investigator/payload developer community with a convenient, consistent, and
complete reference document suitable for use during each mission.

<TABLE>
<S>                                          <C>
--------------------------------------------------------------------------------------------------------------
5.  DRD Category:  (check one)               [x]  Technical       [ ]  Administrative      [ ]  SR&QA
--------------------------------------------------------------------------------------------------------------
6.  References (Optional)                       7.  Interrelationships (e.g., with other DRDs) (Optional)
                                                Payload Interface Control Agreements (DRL Line Item No. 6)
                                                MRAD (DRL Line Item No. 14)
--------------------------------------------------------------------------------------------------------------
8.  Preparation Information (Include complete instructions for document preparation)
--------------------------------------------------------------------------------------------------------------
</TABLE>

9.1 Scope

The Mission Support Handbook shall be a summary of important and routinely 
referenced information intended to assist the SSP and NASA payload management
organizations in understanding and managing payload and mission operations 
during real-time flight operations.  It is not required to be a configuration
controlled document and, although the information contained within is 
generally taken from configuration controlled documents, does not take 
precedence over any configuration controlled document.

9.2 Format/Contents

a. The contractor's format shall be acceptable.  The Mission Support Handbook 
   shall include the following elements:

b. Index or Table of Contents.

c. A Console Shift Schedule of the SPACEHAB Flight Control Team, including 
   SSP, Contractor and payload personnel and positions.   The Console Shift 
   Schedule should include the individual's name, shift designation, console 
   position and acronym.  Additionally, key positions of the JSC Flight 
   Control Team (FCT) should be included.  Key positions of the JSC FCT 
   include, but are not limited to, Flight Director, CAPCOM, Payload Officer, 
   Payload Systems, Payload Data, Flight Activities Officer, Timeliner, 
   Mission Evaluation Room (MER) Flight Crew Stowage and MER Payload Safety 
   Review Panel (PSRP) representative.

d. A Telephone Listing of mission support personnel including  those listed on 
   the Console Shift Schedule, key SSP personnel, other key non-operations NASA
   personnel, and payload personnel, such as official payload organization 
   point-of-contact's (POC's).  The Telephone Listing should include,  the 
   contact's name,  function, organization, office phone and fax numbers, and 
   other numbers, such as beeper, cellular, hotel or home, if available.  This 
   list should be kept current by the contractor and available at the POCC 
   during real-time flight operations.

e. Graphical layout of the POCC and CSR, with console positions labeled.

f. A brief description of the function of each SPACEHAB DVIS loop.

g. A prioritized listing of each payload's key operational objectives.  The 
   operational objectives should be related to research objectives whenever
   possible.

h. Any prioritized listing of payloads that appears in SSP documentation, such 
   as the Flight Requirements Document (FRD), Payload Requirements
   Document (PRD) or Integration Plan (IP), and references either the SPACEHAB 
   module as a whole or it's individual payloads.  Additionally, any prioritized
   listings or other

                                                                             25
<PAGE>   99

   reference information intended for use by the contractor to manage resource 
   conflicts among SPACEHAB payloads should also be included.

i. A listing of payload acronyms, official payload titles, prime sponsoring 
   organizations, lead contractor points of contact (i.e., payload 
   coordinator), and prime and backup crewmembers assigned to the payloads.

j. A table listing each payload and any operational constraint or key resource 
   it may require.  This is intended to be a qualitative listing that indicates
   the presence of constraints/resources and not a quantitative listing.

k. A table listing the quantitative resources allocated to each payload, as 
   well as the total allocation of each resource for the entire complement and 
   the amount of remaining margin.

l. A table(s) listing late access, early retrieval and scrub turnaround 
   requirements for each payload.

m. A graphical representation of the stowage locations of each payload in 
   both the SPACEHAB module and Orbiter middeck.

n. A summary of the research payloads on-orbit activities.  This payload-sorted
   table will show if a given payload has on-orbit crew activities scheduled
   for a given flight day and the timelined duration of the activities. Both 
   the source of data for this table and it's time and activity resolution 
   should be based on the daily summary timelines from the SSP mission flight 
   plan.

o. A Detailed Payload Summary shall be included for each payload.  The payload 
   summary shall consist of an introduction to the payload and it's research
   objective, a sketch(s) of the payload, a sketch of it's user interface and 
   description of the various controls available to the user, and an operational
   summary.

10. Maintenance

This document shall not be maintained.

                                                                             26
<PAGE>   100

             SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS CONTRACT
                              CONTRACT NAS9-97199


<TABLE>
<CAPTION>

                  ITEM                           QUANTITY    LOCATION        NEED DATES        NOTES
______________________________________________________________________________________________________
<S>                                              <C>         <C>          <C>                  <C>

a. Atmospheric revitalization system ducts
   and associated fittings                        1 set       NASA-KSC     STS-95/-96/-107        1
b. Payload Active Cooling Kit (PACK)
   fluid line extensions and unique Standard
   Interface Panel (SIP) inserts                  2 sets      NASA-KSC     STS-95/-96/-107       1,2
c. PACK fluid line heater system                    2         NASA-KSC     STS-95/-96/-107       1,2
d. Nonstandard cable kits for:
     1. AC power                                    2         NASA-KSC     STS-95/-96/-107       1,2
     2. AUX de power                                2         NASA-KSC     STS-95/-96/-107       1,2
     3. Aft Bus B de power                          2         NASA-KSC     STS-95/-96/-107       1,2
     4. Multiplexer/Demultiplexer (MDM)             2         NASA-KSC     STS-95/-96/-107       1,2
     5. Closed Circuit Television (CCTV) Interface  1         NASA-KSC     STS-95/-96/-107        1
     6. SSP wiring for MSFC-provided 
        water line heaters                          1         NASA-KSC     STS-95/-96/-107        1
e. Unique cable kits for:
     1. Caution and Warning Electronic
        Assembly (CWEA) interfaces                  2         NASA-KSC     STS-95/-96/-107       1,3
     2. C3A5 Payload Safing Panel interfaces        2         NASA-KSC     STS-95/-96/-107       1,3
     3. Master Timing Unit (MTU)
        (1.024 Mhz clock signal)                    2         NASA-KSC     STS-95/-96/-107       1,3
     4. Audio Central Control
        Network (ACCN) interfaces                   2         NASA-KSC     STS-95/-96/-107       1,3
f. Standard Switch Panel (SSP) section
   with switches for MSFC-provided 
   water line heaters                               1         NASA-KSC     STS-95/-96/-107        1
g. Flag, United States, P/N SED 33105175-301        2           SPPF       STS-95/-96/-107        4
h. Spacelab Transfer Tunnel (STT)
   Cylinder Segment with asociated
   Multi-Layer Insulation (MLI) and
   trunnion protective sleeves                      1         NASA-KSC         STS-96             5
j. STT Mir Tunnel Extension Segment
   assembly with associated MLI                     1         NASA-KSC         STS-96            5,7
k. Internal Protective Ground Support
   Equipment (GSE) for STT Cylinder and
   Mir Extension segments                       1 set each    NASA-KSC     STS-95 and STS-96      5
m. STT Flex Section, P/N 9002364-1                  1         NASA-KSC       STS-96/-107          5
                                                    1           SPPF        STS-95/-96/-107
n. STT Flex Section Protective Rings              1 set       NASA-KSC       STS-96/-107          5
                                                  1 set         SPPF       STS-95/-96/-107
p. Spacelab GSE Attention Frame,
   P/N C1612119                                     2           SPPF       STS-95/-96/-107
q. STT Flex Section Drill Template                  1          MDA-HSV         STS-95
r. STT Flex Section Integration
   GSE (common)                                   1 set         SPPF           STS-95
s. Spacelab Viewport, P/N 9004529-1                2-3          SPPF       STS-95/-96/-107
t. MLI Cover for Spacelab Viewport
   P/N 1063788                                     2-3          SPPF       STS-95/-96/-107
</TABLE>













                                Attachment J-IV
                                     Page 1

<PAGE>   101
             SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS CONTRACT
                              CONTRACT NAS9-97199


<TABLE>
<CAPTION>

                  ITEM                           QUANTITY    LOCATION        NEED DATES        NOTES
______________________________________________________________________________________________________
<S>                                              <C>         <C>          <C>                  <C>

u.  MLI Washers for Spacelab Viewport,
    P/N 1063792                                   34-51         SPPF       STS-95/-96/-107
v.  Payload Timing Buffer, 
    RI P/N MC456-0060-003                           1           SPPF       STS-95/-96/-107        8
w.  Variable Frequency AC Power Supply,
    Model 390-GRFT/M4312                            1           SPPF            STS-96           6,8
x.  Module Vertical Access Kit (MVAK)
    Double Spreader, P/N 9003858                    1           SPPF            STS-96           6,8
y.  SPACEHAB Intelligent Familiarization
    Trainer (SHIFT) Computer Workstations           2         NASA-JSC     STS-95/-96/-107
z.  Compaq Deskpro 386/20 Personal Computer
    NASA Tag 164498, 861856                         2           SPPF            STS-96            9
aa. NEC Multisync Color Monitor,
    JC 140IP3A. NASA Tag No. 163431                 1           SPPF            STS-96            9
bb. CTX Color Monitor, CVP-5468
    NASA Tag No. 1043445                            1           SPPF            STS-96            9
cc. TI OmniLaser 2115 Printer.
    NASA Tag No. 870119                             1           SPPF            STS-96            9
dd. Misc. Computer Equip. as follows:                           SPPF            STS-96            9
    1. Kensington Power Surge Unit                  2
    2. Data Spec switch boxm Mod. DS2504            1
    3. Eurotech Keyboard - Cyrillic                 2
    4. Sejin Mouse, Mod. SWB-200                    2
ee. David Clark Ultra Light-Weight
    Headsets, Model 40271G-01                       27          SPPF       STS-95/-96/-107
ff. Mir Battery Transfer Bag,
    P/N SDD46106504                                 2           SPPF            STS-96            8
gg. Flight Crew on-orbit use items as may           See Table TBD in the
    be required to support individual payload         SPACEHAB-General
    requirements or Phase 1 Program              Research/Logistics Mission
    operational objectives                        Carrier Integration Plan
                                                  Addendum for each mission
</TABLE>

________________

NOTES:

1.  Rockwell Inc. integration hardware scheduled by KSC to support mission
    integration.
2.  One flight unit, one spare.
3.  One flight unit and one spare. Assumes no CITE testing required.
4.  One used per mission.
5.  Custody transferred to Spacehab Inc., but item remains at KSC or SPPF to
    support tunnel flight processing.
6.  Provided by KSC on a non-interference basis.
7.  Need based on current Orbiter configurations.
8.  Need based on manifested experiment requirements.
9.  To support Russian specialists at SPPF. Require upgrade to Pentium.









                                Attachment J-IV
                                     Page 2

<PAGE>   102


                                ATTACHMENT J-III

                           CONTRACTOR'S QUALITY PLAN


                         TO BE SUBMITTED BY CONTRACTOR































                                     J-V-1