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                                                                    EXHIBIT 10.7



                 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of the 31st day of December, 1997, is made by and
between SPACEHAB, INCORPORATED, a Washington corporation ("SPACEHAB") and
ASTROTECH SPACE OPERATIONS, INC., a Delaware corporation ("Astrotech";
Astrotech and SPACEHAB are also referred to individually as a "Borrower" and
collectively as the "Borrowers") and FIRST UNION NATIONAL BANK, a National
banking association, successor by merger to Signet Bank, a Virginia banking
corporation (the "Lender").

                                   RECITALS


A. The Lender and the Borrowers entered into a Loan and Security Agreement
dated as of the 16th day of June, 1997 (as amended through the date hereof, the
"Agreements) pursuant to which the Lender has agreed to extend credit to the
Borrowers, and the Borrowers have agreed to obtain credit from the Lender, on
the terms and conditions set forth in such Agreement.

B. The Borrowers have requested that the Lender make certain modifications to
the Agreement, including extending the Termination Date and altering certain
financial covenants, and the Lender has consented to such request subject to
the execution of this Amendment and the satisfaction of the conditions
specified herein.

C. The Borrowers and the Lender now desire to execute this Amendment to set
forth their agreements with respect to the modifications to the Agreement.

         Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Borrowers
agree as follows:

         SECTION 1. Definitions. Capitalized terms used in this Amendment and
not defined herein are defined in the Agreement.

         SECTION 2. Amendments to Agreement. The Agreement is hereby amended as
follows:

                 2.1. Amendments to Section 1. Section 1 of the Agreement is
amended as follows:

                          2.1(a) Termination Date. The definition of the term
Termination Date is replace in its entirety with the following definition:

              "Termination Date" means October 15, 1999, and any extension or
         extensions thereof granted by the Lender in its sole discretion.

                 2.2. Amendments to Section 5.

                          2.2(a)  Section 5.12.  Section 5.12 is restated in 
its entirety as follows:

              5.12. Financial Covenants.

              (a)   EBITDA. Cause EBITDA for the twelve-month period ending on
         the last day of each calendar quarter (i.e. March 31, June 30,
         September 30 or December 31), commencing with the calendar quarter
         ending on December 31, 1997, to be not less than $12,000,000.00.  The
         Lender shall calculate EBITDA for the purpose of measuring the
         Borrowers' compliance with foregoing covenant using information
         contained in the consolidated financial statements of SPACEHAB
         included in each Form 10-Q or Form 10-K that the Borrowers are
         required to deliver to the Lender under this Agreement.





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              (b)   Minimum Tangible Net Worth. Cause Tangible Net Worth to be 
         at least $72,500,000.00 through December 30, 1998 and at least
         $80,000,000.00 from and after December 31, 1998. The Lender shall
         calculate Tangible Net Worth for the purpose of measuring the
         Borrowers' compliance with foregoing covenant using information
         contained in the consolidated balance sheet of SPACEHAB included in
         each Form 10-Q or Form 10-K that the Borrowers are required to deliver
         to the Lender under this Agreement.

              (c)   Current Ratio. Cause the Current Ratio to be at least 1.2 to
         1 through December 30, 1998 and at least 2.0 to 1 from and after
         December 31, 1998. The Lender shall calculate the Current Ratio for
         the purpose of measuring the Borrowers' compliance with foregoing
         covenant using information contained in the consolidated financial
         statements of SPACEHAB included in each Form 10-Q or Form 10-K that
         the Borrowers are required to deliver to the Lender under this
         Agreement.

         SECTION 3. Representations and Warranties of the Borrowers. Each
Borrower represents and warrants to the Lender that:

              (a)   It has the power and authority to enter into and to perform 
this Amendment, to execute and deliver all documents relating to this
Amendment, and to incur the obligations provided for in this Amendment, all of
which have been duly authorized and approved in accordance with such Borrower's
corporate documents;

              (b)   This Amendment, together with all documents executed 
pursuant hereto, shall constitute when executed the valid and legally binding
obligations of the Borrowers in accordance with their respective terms:

              (c)   Except with respect to events or circumstances occurring
subsequent to the date thereof and known to the Lender, all representations and
warranties made in the Agreement are true and correct as of the date hereof,
with the same force and effect as if all representations and warranties were
fully set forth herein;

              (d)   Each Borrower's obligations under the Loan Documents remain 
valid and enforceable obligations, and the execution and delivery of this
Amendment and the other documents executed in connection herewith shall not be
construed as a novation of the Agreement or any of the other Loan Documents; and

              (e)   As of the date hereof, no Borrower has any offsets or 
defenses against the payment of any of the Obligations.


     SECTION 4. Waiver of Claims. As a specific inducement to the Lender
without which the Borrowers acknowledge the Lender would not enter into this
Amendment and the other documents executed in connection herewith, the
Borrowers hereby waive any and all claims that they may have against the
Lender, as of the date hereof, arising out of or relating to the Agreement or
any other Loan Document whether sounding in contract, tort or any other basis.

     SECTION 5. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Borrowers have executed and completed this
Amendment, have delivered this Amendment to the Lender, and have reimbursed the
Lender for the Lender's costs and expenses incurred in connection with the
Amendment, but upon the occurrence of such conditions, this Amendment shall be
deemed to be effective as of December 31, 1997.

              
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     SECTION 6. Miscellaneous.

          6.1. Reference To Agreement. Upon the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement" and each
reference in the other Loan Documents to the Agreement, shall mean and be a
reference to the Agreement as amended hereby.

          6.2. Effect on Loan Documents and Accrued and Unpaid Interest, Fees
and Other Charges. Except as specifically amended above, the Agreement and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.  Without limiting the generality of the foregoing, all
Collateral given to secure the Obligations of the Borrowers under the Agreement
and the other Loan Documents prior to the date hereof does and shall continue
to secure all Obligations of the Borrowers under the Agreement, as amended
hereby and the other Loan Documents, and, except as provided in the Agreement
and the other Loan Documents, no such Collateral shall be released until all
conditions to such release contained in the Loan Documents are satisfied.  Any
interest, fees and other charges due under the Agreement which have accrued and
remain unpaid as of the effective date of this Amendment shall be paid on the
next succeeding date that any such charge which has accrued on or after the
effective date of this Amendment is due under the Agreement, as amended hereby,
unless any such charge is discontinued by this Amendment, in which event the
Borrowers shall pay the accrued and unpaid portion thereof upon execution of
this Amendment.

          6.3. No Waiver. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Lender under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.

          6.4. Costs, Expenses and Taxes. The Borrowers agree to pay on demand
all costs and expenses of the Lender in connection with the preparation,
reproduction, execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, including the reasonable
fees and out-of-pocket expenses of counsel for the Lender with respect thereto.

          6.5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia, without giving
effect to conflict of law provisions.



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          IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Amendment to be signed by their duly authorized representatives under seal all
as of the day and year first above written.

                              SPACEHAB INCORPORATED, a Washington corporation


ATTEST:                       By:  /s/ MARGARET E. GRAYSON
                                  ----------------------------------
/s/ WILLIAM DAWSON
--------------------------    Name:  Margaret E. Grayson
(Asst) Secretary                    --------------------------------
[corporate seal]
                              Title: Vice President of Finance & CFO
                                     -------------------------------
                                     
                              ASTROTECH SPACE OPERATIONS, INC., a Delaware 
                              corporation

ATTEST:                       By:    /s/ CHESTER M. LEE 
                                    ------------------------------
                              Name:  Chester M. Lee 
/s/ WILLIAM DAWSON                  ------------------------------
--------------------------
(Asst) Secretary              Title:   President                              
[corporate seal]                    ------------------------------   
                                                                     
                                                                     

                              FIRST UNION NATIONAL BANK, a National banking
                              association, successor by merger to Signet Bank, a
                              Virginia banking corporation

                              By: /s/ JOHN O. SATERI
                                  -----------------------------
                                  John O. Sateri, Vice President






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