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                                                                    EXHIBIT 10.5


                   EMPLOYMENT AND NON-INTERFERENCE AGREEMENT


                 This Employment and Non-Interference Agreement (this
"Agreement"), is dated as of January 15, 1998, by and between David A. Rossi
(the "Executive") and SPACEHAB, Incorporated, a Washington corporation (the
"Company").

                             W I T N E S S E T H:

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

                 WHEREAS, Executive is willing to cancel his prior Employment
and Non-Interference Agreement and, upon the terms and conditions set forth in
this Agreement, to provide services hereunder; and

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

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

         1.      Nature of Employment

                 Subject to Section 3, the Company hereby employs Executive,
and Executive agrees to accept such employment, during the Term of Employment
(as defined in Section 3(a)), as President and Chief Operating Officer of the
Company and to undertake such duties and responsibilities as may be reasonably
assigned to Executive from time to time by the Chairman, Chief Executive
Officer or the Board of Directors of the Company.

         2.      Extent of Employment

                 (a)      During the Term of Employment, Executive shall
perform his obligations hereunder faithfully and to the best of his ability
under the direction of the Chairman, Chief Executive Officer and the Board of
Directors of the Company and shall abide by the rules, customs and usages from
time to time established by the Company.

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





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

                 3.       Term of Employment; Termination

                 (a)      The "Term of Employment" shall commence on the date
hereof and shall continue for a term ending on January 15, 2001 (the "Initial
Term"), subject to automatic annual renewal for one-year terms thereafter (the
"Additional Term"), unless either the Company or Executive notifies the other
party of its intent not to renew within ninety (90) days prior to the end of
the Initial Term.  Should Executive's employment by the Company be earlier
terminated pursuant to Section 3(b), the Term of Employment shall end on the
date of such earlier termination.

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

                          (i)     upon the death of Executive;

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

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

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

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

Executive acknowledges that no representations or promises have been made
concerning the grounds for termination or the future operation of the Company's
business, and that nothing contained herein or otherwise stated by or on behalf
of the Company modifies or amends the right of the Company to terminate
Executive at any time, with or without Material Breach or Cause. Termination
shall become effective upon the delivery by the Company to Executive of notice
specifying such termination and the reasons therefor, subject to the
requirements for





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advance notice and an opportunity to cure provided in this Agreement, if and to
the extent applicable.

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

                          (i)     upon the death of Executive;

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

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

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

                 (d)      For the purposes of this Section 3:

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

                 "Material Breach" shall mean any of the following:  (i)
Executive's breach of any of his fiduciary duties to the Company or its
stockholders or making of a willful misrepresentation or omission which breach,
misrepresentation or omission would reasonably be expected to materially
adversely affect the business, properties, assets, condition (financial or
other) or prospects of the Company; (ii) Executive's willful, continual and
material neglect or failure to discharge his duties, responsibilities or
obligations prescribed by Sections 1 and 2 (other than arising solely due to
physical or mental disability); (iii) Executive's habitual drunkenness or
substance abuse which materially interferes with Executive's ability to
discharge his duties, responsibilities or obligations prescribed by Sections 1
and 2; (iv) Executive's willful, continual and material breach of any
noncompetition or confidentiality





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agreement with the Company, including without limitation, those set forth in
Sections 7 and 8 of this Agreement; and (v) Executive's gross neglect of his
duties and responsibilities, as determined by the Company's Board of Directors;
in each case, for purposes of clauses (i) through (v), after the Company or the
Board of Directors has provided Executive with 30 days' written notice of such
circumstances and the possibility of a Material Breach, and Executive fails to
cure such circumstances and Material Breach within those 30 days.

                          (i)     In the event Executive's employment is
                 terminated pursuant to Section 3(b)(i) [death], 3(b)(ii)
                 [disability] or 3(b)(v) [any other reason or no reason] or
                 3(c)(i) [death], 3(c)(ii) [disability] or 3(c)(iii) [material
                 reduction], the Company will:  (A) pay to Executive (or his
                 estate or representative) the full amounts to which the
                 Executive would be entitled to under Section 4(a) for the
                 period from effectiveness of termination through the sixth
                 month anniversary of termination; and (B) pay to Executive (or
                 his estate or representative) the benefits described in
                 Section 6 through the sixth month anniversary of termination.

                          Payment of the amounts and provision of the benefits
                 described above will be made in accordance with the timetable
                 and schedule for such payments contemplated therefor as if
                 such termination did not occur, and will be subject to the
                 other provisions of this Agreement, including Section 3(g) and
                 Sections 7 and 8.  If the Company makes the payments required
                 by this Section 3(d)(i), such payments will constitute
                 severance and liquidated damages, and the Company will not be
                 obligated to pay any further amounts to Executive under this
                 Agreement or otherwise be liable to Executive in connection
                 with any termination.

                          (ii)    In the event Executive's employment is
                 terminated pursuant to Section 3(b)(iii) [Cause or Material
                 Breach], 3(b)(iv) [poor performance], or 3(c)(iv) [voluntary],
                 the Company will not be obligated to pay any further amounts
                 to Executive under this Agreement.

                 (e)      In the event the Term of Employment is terminated and
the Company is obligated to make payments to Executive pursuant to Section
3(d)(i), Executive shall have a duty to seek to obtain alternative employment;
and if Executive thereafter obtains alternative employment, the Company's
payment obligations under Section 3(d)(i), including its obligation to provide
insurance coverage, if any, will be mitigated and reduced by and to the extent
of Executive's compensation under such alternative employment during the period
for which payments are owed by the Company pursuant to Section 3(d)(i).
Moreover, in the event that Executive is employed by or engaged in a
Competitive Business as contemplated by Section 8(a)(i), then the Company will
thereupon no longer be obligated to make payments under Section 3(d)(i).

                 (f)      In the event the Term of Employment is terminated and
the Company is obligated to make payments pursuant to Section 3(d)(i),
Executive hereby waives any and all claims against the Company and its
respective officers, directors, employees, agents, or





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representatives, stockholders and affiliates relating to his employment during
the term hereof and this Agreement.

                 (g)      Termination of the Term of Employment will not
terminate Sections 3(d), 3(f), and 7 through 21.

                 4.       Compensation

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

                 (a)      As base compensation for his services hereunder, in
bi-monthly installments, a base salary at a rate of not less than $210,000 per
annum.  Such amounts may be increased (but not decreased) annually at the
discretion of the Compensation Committee of the Board of Directors based upon
an annual review by the Compensation Committee of the Board of Directors of
Executive's performance.

                 (b)      An annual bonus, if any, based on Executive's
performance as determined and approved by the Compensation Committee of the
Board of Directors.

                 5.       Reimbursement of Expenses

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

                 6.       Benefits

                 During the Term of Employment, Executive shall be entitled to
benefits (including health, disability, pension and life insurance benefits
consistent with Company policy, or as increased from time to time), in each
case, in accordance with guidelines or established from time to time, by the
Board of Directors for senior executives of the Company.

                 7.       Confidential Information

                 (a)      Executive acknowledges that his employment hereunder
gives him access to Confidential Information relating to the Company's Business
and its customers which must remain confidential.  Executive acknowledges that
this information is valuable, special, and a unique asset of the Company's
Business, and that it has been and will be developed by the Company at
considerable effort and expense, and if it were to be known and used by others
engaged in a Competitive Business, it would be harmful and detrimental to the
interests of the Company.  In consideration of the foregoing, Executive hereby
agrees and covenants that, during and after the Term of Employment, Executive
will not, directly or indirectly in one or a series of transactions, disclose
to any person, or use or otherwise exploit for Executive's own





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benefit or for the benefit of anyone other than the Companies, Confidential
Information (as defined in Section 10), whether prepared by Executive or not;
provided, however, that any Confidential Information may be disclosed to
officers, representatives, employees and agents of the Companies who need to
know such Confidential Information in order to perform the services or conduct
the operations required or expected of them in the Business (as defined in
Section 10).  Executive shall use his best efforts to prevent the removal of
any Confidential Information from the premises of the Companies, except as
required in his normal course of employment by the Company.  Executive shall
use his best efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and
conditions set forth herein as though each such person or entity was bound
hereby.  Executive shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure of any thereof is
specifically required by law; provided, however, that in the event disclosure
is required by applicable law, Executive shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that the Company
may seek an appropriate protective order.  At the request of the Company,
Executive agrees to deliver to the Company, at any time during the Term of
Employment, or thereafter, all Confidential Information which he may possess or
control.  Executive agrees that all Confidential Information of the Companies
(whether now or hereafter existing) conceived, discovered or made by him during
the Term of Employment exclusively belongs to the Companies (and not to
Executive).  Executive will promptly disclose such Confidential Information to
the Company and perform all actions reasonably requested by the Company to
establish and confirm such exclusive ownership.

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

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

                 8.       Non-Interference

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

                          (i)     During the Restricted Period (which shall not
                 include any period of violation of this Agreement by the
                 Executive), Executive will not, without the express written
                 approval of the Board of Directors of the Company, anywhere in
                 the Market, directly or indirectly, in one or a series of
                 transactions, own, manage, operate, control, invest or acquire
                 an interest in, or otherwise engage or participate in, whether
                 as a proprietor, partner, stockholder, lender, director,
                 officer, employee, joint venturer, investor, lessor, supplier,
                 customer,





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                 agent, representative or other participant, in any Competitive
                 Business without regard to (A) whether the Competitive
                 Business has its office, manufacturing or other business
                 facilities within or without the Market, (B) whether any of
                 the activities of Executive referred to above occur or are
                 performed within or without the Market or (C) whether
                 Executive resides, or reports to an office, within or without
                 the Market; provided, however, that (x) Executive may,
                 anywhere in the Market, directly or indirectly, in one or a
                 series of transactions, own, invest or acquire an interest in
                 up to five percent (5%) of the capital stock of a corporation
                 whose capital stock is traded publicly, or that (y) Executive
                 may accept employment with a successor company to the Company.

                          (ii)    During the Restricted Period (which shall not
                 include any period of violation of this Agreement by
                 Executive), Executive will not without the express prior
                 written approval of the Board of Directors of the Company (A)
                 directly or indirectly, in one or a series of transactions,
                 recruit, solicit or otherwise induce or influence any
                 proprietor, partner, stockholder, lender, director, officer,
                 employee, sales agent, joint venturer, investor, lessor,
                 supplier, customer, agent, representative or any other person
                 which has a business relationship with the Company or had a
                 business relationship with the Company within the twenty-four
                 (24) month period preceding the date of the incident in
                 question, to discontinue, reduce or modify such employment,
                 agency or business relationship with the Company, or (B)
                 employ or seek to employ or cause any Competitive Business to
                 employ or seek to employ any person or agent who is then (or
                 was at any time within six months prior to the date Executive
                 or the Competitive Business employs or seeks to employ such
                 person) employed or retained by the Company.  Notwithstanding
                 the foregoing, nothing herein shall prevent Executive from
                 providing a letter of recommendation to an employee with
                 respect to a future employment opportunity.

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

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

                 9.       Inventions

                 (a)      Each invention, improvement or discovery made or
conceived by Executive, either individually or with others, during the term of
his employment with the Company, which invention, improvement or discovery is
related to any of the lines of business or work of the Companies, any projected
or potential activities which the Companies have investigated or hereinafter
investigates, or which result from or are suggested by any service performed by
Executive for the Company, whether patentable or not, shall be promptly and
fully disclosed by Executive to the Company.  Executive assigns each such
invention, improvement or discovery, and the patents thereof, or related
thereto, to the Company.





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Executive shall, during the term of his employment with the Company and
thereafter without charge to the Company, but at the request and expense of the
Company, assist the Company in obtaining or vesting in itself patents upon such
improvements and inventions.  All such inventions, improvements or discoveries
shall at all times become and remain the exclusive property of the Company.
Executive represents that he does not claim ownership of any inventions,
improvements, formulae or discoveries which are excluded from this Agreement.

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

                 10.      Definitions

                 "Business" means (a) the design, manufacture, lease and
operation of pressurized habitable space capsules and those other businesses
and activities that are described in the Company's final prospectus, forming a
part of the Company's Form S-1 Registration Statement (File No. 33-97812), or
(b) any similar, incidental or related business conducted or pursued by, or
engaged in, or proposed to be conducted or pursued by or engaged in, by the
Companies prior to the date hereof or at any time during the Term of
Employment.

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

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

                 "Company" is defined in the introduction.

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

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





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respect to, information that is or becomes generally available to the public
other than as a result of a disclosure by Executive not permissible hereunder.

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

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

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

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

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

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

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

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

                 11.      Notice

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

                 If to Executive:          David A. Rossi
                                           2319 Ontario Road, N.W.
                                           Washington, D.C. 20009-2601
                                       
                 If to Company:            SPACEHAB, Incorporated
                                           1595 Spring Hill Road, Suite 3600
                                           Vienna, Virginia 22182
                                           Attention:  Chairman




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

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

                 12.      Previous Agreements; Executive's Representation

                 (a)      Attached hereto as Annex A are all previous
employment or severance agreements, if any, by and between Executive and the
Company (collectively, the "Prior Employment Agreements").  Executive and the
Company hereby cancel, void and render without force and effect all Prior
Employment Agreements, and the Executive releases and discharges the Company
from any further obligations or liabilities thereunder.  Notwithstanding the
foregoing, the terms and provisions in any Prior Employment Agreement relating
to any grants of stock options or other derivative securities for the purchase
of the Company's common stock, no par value per share, shall remain in full
force and effect and shall not be amended in any manner as a result of the
execution of this Agreement.

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

                 13.      Other Matters

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

                 14.      Validity

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

                 15.      Severability

                 Whenever possible, each provision of this Agreement will be
interpreted in such





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

                 16.      Waiver of Breach; Specific Performance

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

                 17.      Assignment; Third Parties

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

                 18.      Amendment; Entire Agreement

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

                 19.      Litigation




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                 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF VIRGINIA, EXCEPT THAT NO
DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF
VIRGINIA, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY
THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT,
MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY
FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON.  SUBJECT TO SECTION
20, EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR
ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE STATE OF
VIRGINIA OR THE UNITED STATES DISTRICT COURTS IN ARLINGTON, VIRGINIA.
EXECUTIVE AND THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL
BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON
CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 19 SHALL NOT BE
DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR
THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER
JURISDICTION.

                 20.      Arbitration

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

                 21.      Further Action

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

                 22.      Counterparts




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





                                      13
<PAGE>   14



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

                              EXECUTIVE:

                                  /s/   DAVID A. ROSSI
                              ------------------------------------------
                                    David A. Rossi




                              SPACEHAB, INCORPORATED

                              By: /s/  SHELLEY A. HARRISON
                                 ---------------------------------------
                                    Shelley A. Harrison
                                    Chairman and Chief Executive Officer





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