<PAGE>   1

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


                                                                  EXHIBIT 10.104

                                                             AGREEMENT NO. 48801
                                                                     AMENDMENT 5




                                AGREEMENT BETWEEN

                        ASTROTECH SPACE OPERATIONS, INC.

                                       AND

                 LOCKHEED MARTIN COMMERCIAL LAUNCH SERVICES, INC.

                                FOR PROVISION OF

                    PAYLOAD PROCESSING FACILITIES AND SUPPORT

                               IN CONJUNCTION WITH

                            COMMERCIAL ATLAS LAUNCHES




<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                      ------
<S>                                                                                                  <C>
Table of Contents                                                                                        i
Amendment 1                                                                                             iii
Amendment 2                                                                                             iv
Amendment 3                                                                                              v
Amendment 4                                                                                             vi
Amendment 5                                                                                             vii
Title & Preamble                                                                                         1
          1.  Recital                                                                                    1
          2.  Format of Agreement                                                                        2
          3.  Changes                                                                                    2
          4.  Description of Services                                                                    2
          5.  Documentation Requirements                                                                 3
              5.1     General                                                                            3
              5.2     Payload Processing Requirements Document                                           3
              5.3     Hazardous Procedures                                                               4
              5.4     Liquid Propellant Operations Crew Certification                                    4
          6.  Environmental, Safety, and Health Responsibilities                                         4
              6.1     Astrotech Obligations to LMCLS                                                     4
              6.2     LMCLS Obligations to Astrotech                                                     6
          7.  Coordination                                                                               7
              7.1     Agreement Coordinators and Technical Managers                                      7
              7.2     Coordination with USAF                                                             7
              7.3     Additional Coordination                                                            7
          8.  Schedule and Facility Assignment                                                           7
              8.1     Occupancy Period                                                                   7
              8.2     Key Dates                                                                          7
              8.3     Schedule Changes                                                                   8
          9.  Service Fees and Other Charges                                                             9
              9.1     Price                                                                              9
              9.2     Payments                                                                           9
              9.3     Billing and Payment Schedule                                                       9
          10 .Allocation of Certain Risks of Liability and Damage                                        10
              10.1    General                                                                            10
              10.2    Definitions                                                                        10
              10.3    Damage to Persons or Property Involved in Payload Processing Activity              11
              10.4    Risk of Patent Infringement                                                        13
              10.5    Assistance with Third Party Claims                                                 13
          11. Limitation of Astrotech and LMCLS Liability                                                14
</TABLE>



                                       i

<PAGE>   3

<TABLE>
<S>                                                                                                     <C>
          12. Termination                                                                                14
              12.1    Termination by LMCLS                                                               14
              12.2    Termination by Astrotech                                                           15
          13. Handling of LMCLS and Customer Provided Data                                               16
              13.1    Technical Data Furnished to Astrotech by LMCLS and Customer                        16
              13.2    Financial and Commercial Data                                                      16
          14. Patent and Data Rights                                                                     17
          15. Compliance With the International Traffic in Arms Regulation (ITAR)                        17
              15.1    Conduct of Activities                                                              17
              15.2    Technology Assistance Agreement                                                    17
              15.3    Signature Assistance                                                               17
          16. Permits and Licenses                                                                       17
          17. Warranty                                                                                   18
              17.1    Warranty of Services                                                               18
              17.2    Exclusivity of Warranties and Remedies                                             18
          18. Notices                                                                                    18
          19. Governing Law                                                                              19
          20. Severability                                                                               19
          21. Waiver                                                                                     19
          22. Disputes                                                                                   19
              22.1    Disputes Resolution                                                                19
              22.2    Performance During Submission of Dispute                                           20
          23. Headings                                                                                   20
          24. Assignability                                                                              20
          25. Disclaimer of Authority                                                                    20
          26. Complete Agreement                                                                         20
          27. Effective Date and Duration of Agreement                                                   20
</TABLE>

Appendix 1:  Agreement Exhibit Format
Appendix 2:  Spacecraft Services
Appendix 3:  Atlas Launch Vehicle Services
Appendix 4:  Price Schedule



                                       ii

<PAGE>   4

                                   AMENDMENT 1

         1.    Description of Amendment. Amendment 1 (i) extends the duration of
this Agreement from 4 March 1989 through 31 December 1994 to 4 March 1989
through 31 December 1997, (ii) and similarly extends the Appendix 4 Price
Schedule.

         2.    Incorporation of Amendment 1 Change Pages. Amendment 1 consists
of the following change pages: Coverpage; i; iii; iv; 24; Appendix 4, Page 1 of
3, Page 2 of 3, and Page 3 of 3. Where change pages contained in Amendment 1
have the same page number as pages in the previous issue of this Contract, the
Amendment 1 changes pages are to be substituted for and replace the
corresponding previous issue pages in their entirety. All pages of this contract
affected by Amendment 1 carry the notation "AMENDMENT 1" in either the upper or
lower righthand corner. The update of this Contract to Amendment 1 is
accomplished by the addition of substitution, as appropriate, of all Amendment 1
change pages.

         3.    Effective Date.  This Amendment 1 shall enter into force as of
the date of the last signature of the parties shown on Page 24.



                                      iii

<PAGE>   5

                                   AMENDMENT 2

         1.    Description of Amendment. Amendment 2 (i) extends the duration of
this Agreement from 4 March 1989 through 31 December 1994 to 4 March 1989
through ****, (ii) recognizes the change from NASA to USAF as the source of
Government support provided to Astrotech, and (iii) revises, and simplifies and
extends the Appendix 4 Price Schedule to cover the time period through the year
2000.

         2.    Incorporation of Amendment 2 Change Pages. Amendment 2 consists
of the following change pages: Coverpage; i; iv; 3; 6; 19; 21; and 24; and
Appendix 4 in its entirety. Where change pages in Amendment 2 have the same page
number as pages in the previous issue of this Contract, the Amendment 2 change
pages are to be substituted for and replace the corresponding previous issue
pages in their entirety. All pages of this Contract affected by Amendment 2
carry the notation "AMENDMENT 2" in either the upper or lower righthand corner.
The updaate of this Contract to Amendment 2 is accompliahed by the addition or
substitution, as appropriate, of all Amendment 2 change pages.

         3.    Effective Date.  This Amendment 2 shall enter into force as of
the date of the last signature of the parties shown on Page 24.



                                       iv

<PAGE>   6

                                   AMENDMENT 3

         1.    Description of Amendment.  Amendment 3  (i) recognizes that
Martin Marietta Commercial Launch Services, Inc. has been renamed Lockheed
Martin Commercial Launch Services, Inc. and that all references in this
Agreement to General Dynamics Commercial Launch Services, Inc. or GDCLS are to
be construed to be references to Lockheed Martin Commercial Launch Services,
Inc. (LMCLS), (ii) revises the expiration date of this Agreement to 31 December
1997, and (v) revises the Appendix 4 Price Schedule to extend the previous Price
Schedule for an additional one year period, with the option to elect an
Alternative Price Schedule for a multi-year period at a reduced per payload
price.

         2.    Incorporation of Amendment 3 Change Pages. Amendment 3 consists
of the following change pages: Coverpage; i; ii; v; and 24; and Appendix 4 in
its entirety. Where change pages in Amendment 3 have the same page number as
pages in the previous issue of this Contract, the Amendment 3 change pages are
to be substituted for and replace the corresponding previous issue pages in
their entirety. All pages of this Contract affected by Amendment 3 carry the
notation "AMENDMENT 3" in either the upper or lower righthand corner. The update
of this Contract to Amendment 3 is accomplished by the addition or substitution,
as appropriate, of all Amendment 3 change pages.

         3.    Effective Date.  This Amendment 3 shall enter into force as of
the date of the last signature of the parties shown on Page 24.



                                       v

<PAGE>   7

                                   AMENDMENT 4

         1.    Description of Amendment. Amendment 4 (i) recognizes that all
references in this Agreement to General Dynamics Commercial Launch Services,
Inc. or GDCLS are to be construed to be references to Lockheed Martin Commercial
Launch Services, Inc. (LMCLS), (ii) incorporates LMCLS's commitment to exclusive
use of Astrotech Services, (iii) revises the termination provisions to be
consistent with the exclusive use commitment, (iv) retains the expiration date
of this Agreement as 31 December 1999, (v) revises the Appendix 3 Services for
Payload Fairing Encapsulation to indicate GDCLS responsibility for transport,
and (vi) revises the Appendix 4 Price Schedule.

         2.    Incorporation of Amendment 4 Change Pages. Amendment 4 consists
of the following change pages: Coverpage; i; vi; 2; 16; 16a, 24; Appendix 3 Page
1 of 3, and Appendix 4 in its entirety. Where change pages in Amendment 4 have
the same page number as pages in the previous issue of this Contract, the
Amendment 4 change pages are to be substituted for and replace the corresponding
previous issue pages in their entirety. All pages of this Contract affected by
Amendment 4 carry the notation "AMENDMENT 4" in either the upper or lower
righthand corner. The update of this Contract to Amendment 4 is accompliahed by
the addition or substitution, as appropriate, of all Amendment 4 change pages.

         3.    Effective Date.  This Amendment 4 shall enter into force as of
the date of the last signature of the parties shown on Page 24.



                                       vi

<PAGE>   8

                                   AMENDMENT 5

         1.    Description of Amendment.  Amendment 5  (i) changes all
references to General Dynamics Commercial Launch Services, Inc. or GDCLS to
Lockheed Martin Commercial Launch Services, Inc. (LMCLS), (ii) changes all
references to Astrotech Space Operations, L.P. to Astrotech Space Operations,
Inc., (iii) incorporates reference to Facility Requirements Document for Florida
TICO facility expansion, (iv) incorporates references and standard services for
Astrotech Vandenberg AFB payload processing services, (v) revises the Appendix 2
and Appendix 3 Services for Spacecraft Processing and Payload Fairing
Encapsulation to meet Atlas V requirements, (vi) revises the Agreement
expiration date to ****, (vii) provides for **** one-year option periods for
calendar years **** through **** inclusive, and (viii) revises the Appendix 4
Price Schedule.

         2.    Incorporation of Amendment 5 Changes.  Amendment 5 is a complete
revision to the Agreement, replacing the original issue and Amendments 1 through
4 in their entirety.

         3.    Effective Date.  This Amendment 5 shall enter into force as of
the date of the last signature of the parties shown on Page 21.



                                      vii

<PAGE>   9

                                AGREEMENT BETWEEN
                        ASTROTECH SPACE OPERATIONS, INC.
                                       AND
                LOCKHEED MARTIN COMMERCIAL LAUNCH SERVICES, INC.
                                FOR PROVISION OF
                    PAYLOAD PROCESSING FACILITIES AND SUPPORT
                               IN CONJUNCTION WITH
                            COMMERCIAL ATLAS LAUNCHES

         This Agreement is entered into by and between Astrotech Space
Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of
SPACEHAB, Inc. (hereinafter called "Astrotech"), and Lockheed Martin Commercial
Launch Services, Inc., a Delaware corporation (hereinafter called "LMCLS"), and
sets forth the terms and conditions under which Astrotech shall furnish Payload
Processing Facilities and Activities to LMCLS and to each LMCLS customer
(hereinafter called "Customer") so identified in a duly executed Exhibit to this
Agreement in conjunction with commercial Atlas launches.

         1.    Recital. LMCLS has established a program to provide Atlas
expendable launch vehicle launch services on a commercial basis utilizing launch
facilities at Cape Canaveral Air Station, Florida and Vandenberg AFB,
California. Under its contract with Customer for Atlas launch services, LMCLS
acts as the agent of Customer to arrange for all Customer-required prelaunch
Payload Processing Facilities and Activities. Therefore, in conjunction with
these commercial Atlas launches, LMCLS will require specialized facilities and
support (hereinafter called "Services") for the preparation of each Customer
spacecraft and its respective upper stage system, if applicable, the payload
fairing, and all other associated property to be flown aboard the Atlas launch
vehicle (hereinafter called "Payload"), and for Atlas payload fairing
encapsulation activities. Astrotech has built and operates specialized Payload
Processing Facilities in Titusville, Florida adjacent to the NASA-John F.
Kennedy Space Center (hereinafter called "Astrotech TICO") and at Vandenberg
AFB, California (hereinafter called "Astrotech VAFB") wherein Astrotech offers
such Services. Under this Agreement LMCLS will utilize Astrotech Services for
the prelaunch processing of the Payloads for commercial Atlas launches for the
duration of this Agreement. Additionally, as mutually agreed, LMCLS will
provide, without cost to Astrotech, engineering support services to Astrotech
(e.g., reviewing Astrotech drawings and analyses) for facility modifications
necessary to satisfy future LMCLS and Customer payload processing requirements.



                                        1

<PAGE>   10

         2.    Format of Agreement. This Agreement is in the form of a Basic
Purchase Order Agreement. The Title, Preamble, Sections 1 through 27, and the
Appendices of this Agreement constitute the general terms and conditions
(hereinafter called "General Terms and Conditions") applicable to the Services
to be provided by Astrotech for all Payload Processing Activities performed
under this Agreement. The mission specific details and requirements for each
Payload are contained in a series of Exhibits, modeled after Appendix 1, which
will be attached to and made part of this Agreement as they are mutually agreed
to and signed by authorized representatives of LMCLS and Astrotech. Any
alteration or exception to the General Terms and Conditions for a specific
mission will be clearly stated and identified in the applicable Exhibit.

         3.    Changes. Changes to the Services defined herein to be provided by
Astrotech to LMCLS under this Agreement may be agreed to by LMCLS and Astrotech
and shall be evidenced by a written amendment to the General terms and
Conditions or applicable Exhibit of this Agreement, as appropriate, prior to
implementation of such change.

         4.    Description of Services. The description and specifications of
the Astrotech TICO facilities and equipment, as they pertain to this Agreement,
are those contained in the Astrotech document titled "Facility Accommodation
Handbook/TICO" dated June 1994, and subsequent revisions that do not diminish
the previously stated capabilities, which is explicitly incorporated by
reference herein and the Lockheed Martin Astronautics Astrotech Satellite
Processing Facility, Bldg. 10, Facility Requirements Document (SPF-FRD-99) dated
19 January 2000, and subsequent revisions mutually approved by LMCLS and
Astrotech. The date for LMCLS beneficial occupancy of the Bldg. 10 facility
shall be ****. The description and specifications of the Astrotech VAFB
facilities and equipment, as they pertain to this Agreement, are those contained
in the Astrotech document titled "Facility Accommodation Handbook/VAFB" dated
March 1998, and subsequent revisions that do not diminish the previously stated
capabilities, which is explicitly incorporated by reference herein. Astrotech
shall maintain the TICO and VAFB facilities to ensure readiness to support LMCLS
and LMCLS Customer requirements consistent with the capabilities specified in
the above documentation. In addition to operating and maintaining the Astrotech
TICO and Astrotech VAFB facilities, Astrotech shall provide to LMCLS for each
Customer Payload to be processed under this Agreement the "Spacecraft Services"
set forth in Appendix 2 of this Agreement and for each associated Payload
fairing encapsulation to be accomplished under this Agreement the "Atlas Launch
Vehicle Services" set forth in Appendix 3 of this Agreement. It is recognized by
LMCLS and Astrotech (i) that certain of the Services to be provided to LMCLS
will be obtained by Astrotech from the U.S. Government pursuant to "Department
of the Air Force/Astrotech Space Operations Commercial Space Operations Support
Agreement", executed 15 November 1999, and subsequent revisions, and (ii) that
LMCLS and Customer or their respective contractors or



                                        2

<PAGE>   11

subcontractors, other than Astrotech, shall perform all activity involving
assembly, servicing and checkout of the Payload and use of its associated ground
support equipment, unless otherwise expressly provided for in this Agreement.

         5.    Documentation Requirements.

               5.1  General. LMCLS shall provide Astrotech the documentation
described in Sections 5.2, 5.3 and 5.4 below applicable to the activities
planned to occur at the Astrotech Facility. While it is essential that the
required content of this documentation be complete as defined below, Astrotech
will accept the documentation in any format convenient to LMCLS and Customer. In
particular, to the extent the required documentation has been prepared for and
approved for activity in Government facilities such documentation shall be fully
acceptable to Astrotech, except to the extent additional information may be
required to adequately define a planned activity at the Astrotech Facility.
Astrotech will evaluate such LMCLS provided documentation only from the
standpoint of facility compatibility and safety, and will not attempt to
evaluate, in any way, the probability of Payload success. All such documentation
shall be written in the English language.

               5.2  Payload Processing Requirements Document. A Payload
Processing Requirements Document (or Documents) for each Payload shall be
submitted to Astrotech nominally nine months prior to the beginning of the
Occupancy Period set forth in Section 8.1 below for the particular Payload,
unless otherwise agreed to in writing by Astrotech. This document shall provide
a description of the Payload (including a description of each hazardous system),
outline all Payload and Payload fairing activities planned to occur at the
Astrotech Facility, and detail all services and support requested by LMCLS to be
provided to LMCLS and Customer by Astrotech. The hazardous systems description
shall include drawings, schematics, summary test data, and any other available
information which will aid in appraising the respective systems. Hazardous
systems description shall include ordnance devices, radioactive materials,
propellants, pressurized systems, toxic material, cryogenic material, and radio
frequency (RF) radiation, and any other system which is a source of danger
either to personnel or equipment. Astrotech will review the Payload Processing
Requirements Document, which, when mutually agreed to by Astrotech and LMCLS,
will constitute the detailed definition of the Services to be provided by
Astrotech for the particular Payload and associated Payload fairing
encapsulation. For repeat payload processing operations, to the extent that
identical Spacecraft processing operations and Payload fairing encapsulation
operations are to be performed, a one-time submittal will suffice for all such
operations.



                                        3

<PAGE>   12

               5.3  Hazardous Procedures. Detailed procedures must be prepared
for all operations at the Astrotech Facility involving hazardous systems, as
defined in Section 5.2 above. Hazardous procedures planned for use at Astrotech
VAFB must be prepared in accordance with WR 127-1. All such procedures shall be
clearly labeled as "Hazardous" and shall be submitted to Astrotech for review no
later than forty-five (45) days prior to planned use at the Astrotech Facility,
unless otherwise agreed to in writing by Astrotech. Once mutually agreed to by
Astrotech and LMCLS, hazardous procedures shall be followed without exception.
Any changes to an approved hazardous procedure must be mutually agreed to by the
Astrotech and LMCLS Technical Managers prior to use.

               5.4  Liquid Propellant Operations Crew Certification. A Liquid
Propellant Operations Crew Certiciation shall be submitted by LMCLS to Astrotech
no later than one week prior to the beginning of liquid propellant operations
for each Payload. This document shall identify all personnel who will be
directly involved in handling liquid propellents at the Astrotech Facility and
shall state that each individual is properly qualified for such activity. At
Astrotech VAFB, the personnel so identified, by means of Astrotech sponsorship,
may be required to obtain medical certification and attend USAF training courses
as required by Air Force safety regulations.

         6.    Environmental, Safety, and Health Responsibilities.

               6.1  Astrotech Obligations to LMCLS

                    6.1.1     Astrotech, at its own cost and expense, shall
operate the Astrotech Facilities and conduct all Astrotech Payload Processing
Activities in compliance with all applicable federal, state and local laws,
regulations, rules, ordinances, and other regulatory requirements and standards
relating to the regulation and protection of the environment, safety and health,
in effect at any time during the period of this contract ("ESH Laws").

                    6.1.2     With respect to all Payload Processing Activities
performed under this Agreement that are conducted on United States
government-owned property, the term "ESH Laws" also includes all applicable base
permits, operational plans and procedures and other site specific requirements
relating to the environment, safety and health at the particular
government-owned property in question.

                    6.1.3     Astrotech shall be considered the owner and
operator of the Astrotech Facilities for the purposes of all applicable ESH
Laws. Astrotech shall obtain, at its own cost and expense, any and all permits
or licenses, maintain records and prepare any reports, manifests, or other
documentation



                                        4

<PAGE>   13

necessary to operate the Astrotech Facilities and conduct all Astrotech Payload
Processing Activities in compliance with all ESH Laws.

                    6.1.4     Upon LMCLS's or the Customer's reasonable notice
and request, Astrotech shall make available all permits, licenses, plans,
procedures, manuals, protocols and other documents pertaining to the Astrotech
Facilities (including any amendments or revisions thereto) that Astrotech has
developed or maintained pursuant to applicable ESH laws.

                    6.1.5     Astrotech shall notify LMCLS  and the Customer(s)
of any potentially hazardous operations (as defined in Section 5.3) that are
being conducted at the Astrotech Facilities by Astrotech or any of its other
customers at the facility concurrent with LMCLS or the Customer's activities.

                    6.1.6     Astrotech shall be responsible for all permitted
and unpermitted releases or discharges of pollutants, contaminants, hazardous
substances, or petroleum products to the environment from or at the Astrotech
Facilities related to activities performed by Astrotech, LMCLS, their agents
(i.e., LMA) and their Customers. Notwithstanding the foregoing, and with the
express agreement that Astrotech shall be responsible for reporting and other
regulatory requirements, Astrotech shall not be responsible for any damages or
penalties resulting from releases caused solely by the negligence of LMCLS, its
agents or Customer(s).

                    6.1.7     For the purposes of ESH Laws pertaining to the
generation, storage, transportation, treatment and disposal of hazardous waste,
Astrotech shall be considered the generator of and, at its own cost and expense,
shall manage all hazardous waste generated in connection with the Payload
Processing Activities. In addition, Astrotech agrees to provide proper disposal
for any hazardous materials identified as excess by the Customer. For such
excess materials, Astrotech agrees to pay up to **** per mission towards the
disposal costs. Any costs in excess of **** will be billed to LMCLS as a
reimbursable expense without Astrotech mark-up.

                    6.1.8     Astrotech, at its own cost and expense, shall
provide Hazardous Materials Storage lockers for use by LMCLS and Customer
personnel working at the Astrotech Facility. Storage lockers shall meet
applicable OSHA and NFPA Code 30 requirements.

                    6.1.9     Astrotech, at its own cost and expense, shall
provide Astrotech Facility Orientation to all LMCLS and Customer personnel. This
orientation course will include a summary of Astrotech site-specific hazardous
material requirements. Upon LMCLS's reasonable notice and request,



                                        5

<PAGE>   14

Astrotech shall make available to LMCLS all course materials that will be used
to provide Customer orientation.

                    6.1.10    Astrotech, as its own cost and expense, will
review all customer-submitted operating procedures for compliance with all
applicable ESH and OSHA standards.

               6.2  LMCLS Obligations to Astrotech

                    6.2.1     LMCLS shall require the Customer to agree to
notify Astrotech, within 60 days prior to the arrival of the Payload to the
Astrotech Facility, of the types and amounts of hazardous chemical products or
articles, including but not limited to cleaners, propellants and ordnance, that
will be required for preparation of any payload. Such notification shall include
the submission of applicable Material Safety Data Sheets (MSDS) or similar
documents.

                    6.2.2     LMCLS shall require the Customer to agree to
comply with applicable requirements of the Toxic Substances Control Act, 15
U.S.C. Sections 2601 to 2692, including those requirements that pertain to the
import or export of chemicals, and all other applicable ESH laws while in
residence at the Astrotech Facility.

                    6.2.3     LMCLS shall require the Customer to agree to
minimize the generation of hazardous waste in its Payload Processing Activities.
As part of this obligation, LMCLS shall require the Customer to agree to
minimize the amount of hazardous materials used in connection with its Payload
Processing Activities to be performed at the Astrotech facility.

                    6.2.4     LMCLS shall require the Customer to agree to
submit all hazardous operating procedures to be performed at the Astrotech
facility to Astrotech safety for review and approval prior to use. Customers
shall be required to execute the procedures as approved, and coordinate any
required deviations with Astrotech safety prior to performance.

                    6.2.5     While occupying the Astrotech facilities and
except as otherwise provided herein, LMCLS, their agents (i.e., LMA) and their
Customers will be responsible for appropriately handling all hazardous materials
brought on to the Astrotech Facility and utilized by their respective personnel
in the performance of their operations to include: (i) storage of all hazardous
materials in Astrotech-provided, hazardous material storage lockers, (ii)
monthly update of locker inventories and submittal to Astrotech, and (iii) at
the completion of mission processing operations removal of hazardous material
that LMCLS or the Customer, in its sole descretion, determines it can use in its
ongoing



                                        6

<PAGE>   15

operations and transfer to Astrotech of all other hazardous material or waste
for disposal per Section 6.1.7.

         7.    Coordination.

               7.1  Agreement Coordinators and Technical Managers. LMCLS and
Astrotech shall each designate an Agreement Coordinator who shall be responsible
for coordinating with each other all financial, general scheduling, and other
administrative matters related to this Agreement. In addition, LMCLS and
Astrotech shall each designate a Technical Manager, who shall be responsible for
coordinating with each other all technical activities, including the day-by-day
activity schedules, to be performed under this Agreement.

               7.2  Coordination with USAF. The Astrotech Technical Manager
shall provide all coordination with USAF for any U.S. Government support
provided to LMCLS and Customer under this Agreement.

               7.3  Additional Coordination. The Astrotech Technical Manager
and LMCLS Technical Manager shall, through consultation and with the assistance
of the Customer Technical Manager, coordinate the activities of Astrotech,
LMCLS, and Customer related to the furnishing of Services provided under this
Agreement, and will call upon individuals from their respective organizations,
including contractors and consultants, to participate as necessary and
appropriate in such consultations.

         8.    Schedule and Facility Assignment.

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

               8.2  Key Dates. Key milestone dates relating to all critical
events that could affect the Occupancy Period or Services to be performed for
each Payload under this Agreement shall be exchanged between the Astrotech
Technical Manager and the LMCLS Technical Manager. Each party shall advise



                                        7

<PAGE>   16

the other, in a timely manner, of any event which occurs that would
significantly alter the agreed to Occupancy Period or Services.

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

                    8.3.1     Schedule Changes Requested or Caused by LMCLS.  In
the event that LMCLS requests or causes a change in the Occupancy Period or the
schedule for the use of the respective Astrotech facilities for a particular
Payload, as long as the resulting change does not exceed the duration of the
previously established schedule such change shall not affect the Service Fee or
other charges to LMCLS, except that LMCLS shall be charged any increase or
credited with any decrease in the Service Fee applicable to any change in launch
date associated with the rescheduled Occupancy Period, in accordance with the
Price Schedule set forth in Appendix 4 of this Agreement applicable to the
particular Payload

                    8.3.2     Schedule Changes Requested by Astrotech.  In the
event that Astrotech requests and LMCLS agrees to a change in the Occupancy
Period, such change shall not affect the Service Fee or other charges to LMCLS,
except that LMCLS shall be credited with any decrease in the Service Fee
applicable to any change in launch date associated with the rescheduled
Occupancy Period, calculated in accordance with the Price Schedule set forth in
Appendix 4 of this Agreement applicable to the particular Payload.



                                        8

<PAGE>   17

         9.    Service Fees and Other Charges.

               9.1  Price. LMCLS shall pay Astrotech a firm fixed price
Service Fee (hereinafter called "Service Fee") specified in the applicable
Exhibit for each Payload to be processed at the Astrotech facilities under this
Agreement, determined pursuant to the Price Schedule set forth in Appendix 4 of
this Agreement, plus any additional charges agreed to or otherwise due and
payable under this Agreement. The stated Service Fee and additional charges are
exclusive of any taxes, if applicable. The Appendix 4 Price Schedule provides
per mission pricing on a calendar year basis through the expiration date of the
current Agreement, ****, plus pricing terms for **** one-year option periods for
**** through **** inclusive.

               9.2  Payments. All payments defined in this Agreement shall be
(i) in United States Dollars, (ii) payable to Astrotech Space Operations, Inc.,
and (iii) delivered, at LMCLS expense, to the offices of Astrotech Space
Operations, Inc. at 6305 Ivy Lane, Suite 520, Greenbelt, MD 20770-6318 or other
address specified by Astrotech in writing. As an alternative to sending payments
to Astrotech as specified in clause (iii) above, LMCLS may pay by wire transfer
to Astrotech's bank in accordance with instructions available upon request from
Astrotech. All payments made under this Agreement shall reference the number of
the applicable Exhibit shown on the invoice.

               9.3  Billing and Payment Schedule. Each Exhibit of this
Agreement sets forth the billing schedule for the Service Fee applicable for
that particular Payload. The amount and billing dates of the three partial
payments for each Payload are determined in accordance with Sections 9.3.1,
9.3.2, and 9.3.3 below. In addition to these three scheduled payments, Astrotech
shall provide LMCLS a separate invoice for any additional charge or charges
agreed to or otherwise due and payable under this Agreement determined in
accordance with Section 9.3.4 below, unless otherwise expressly provided for in
this Agreement. All payments shall be due and payable within thirty (30) days of
the billing date of the invoice.

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

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



                                        9

<PAGE>   18

cumulative total of the First and Second Partial Payments will equal fifty
percent (50%) of the applicable Service Fee.

                    9.3.3     Third Partial Payment.  On the last day of the
Occupancy Period for each Payload, LMCLS will be billed fifty percent (50%) of
the Service Fee applicable to that particular Payload plus any outstanding
unpaid balance or credit due toward the Service Fee for that particular Payload
as a result of Changes to this Agreement. The cumulative total of the First,
Second, and Third Partial Payments will equal one hundred percent (100%) of the
applicable Service Fee based upon the actual launch date.

                    9.3.4     Final Billing.  As soon as practicable, but not
later than sixty (60) days after the end of the Occupancy Period for each
Payload, LMCLS will be billed for any additional charges agreed to or otherwise
due and payable for that particular Payload under this Agreement.

         10.   Allocation of Certain Risks of Liability and Damage.

               10.1 General. Certain risks of Liability and Damage, as
defined below, arising out of the Services to be provided by Astrotech and its
contractors and subcontractors under this Agreement, including the use of any U.
S. Government facilities and support arranged by Astrotech under this Agreement,
shall be allocated between LMCLS and Astrotech (hereinafter called the
"Parties") as set forth in this Section 10.

               10.2 Definitions.  The following definitions shall be applicable
to this Agreement.

                    10.2.1    Liability.  "Liability" shall include payments
made pursuant to any judgment by a court of competent jurisdiction or award of
an arbitration tribunal, and administrative and litigation costs, and settlement
payments made after consultation between the Parties.

                    10.2.2    Damage.  "Damage" shall mean bodily injury to or
death of any person, damage to or loss of any property, and loss of revenue or
profits or other direct, indirect or consequential damages arising therefrom.

                    10.2.3    Payload Processing Activity.  "Payload Processing
Activity" shall mean all activity conducted at the Astrotech Facility or at a
U.S. Government installation, where use of the U.S. Government installation is
arranged by Astrotech under this Agreement, including that associated with the
preparation of the Payload or another payload for launch aboard a Government or
commercial launch



                                       10

<PAGE>   19

vehicle, post flight processing of the Payload or another payload, the storage
of all or a portion of the Payload or another payload, the handling and
transportation of all or a portion of the Payload or another payload outside the
confines of the Astrotech Facility by Astrotech or its contractors or
subcontractors, or outside a U.S. Government installation by the U.S. Government
or its contractors or subcontractors, and Manufacturing Support Activity.

                    10.2.4    Manufacturing Support Activity.  "Manufacturing
Support Activity" shall mean all activity conducted at the Astrotech Facility
that is not directly related to the prelaunch or post flight processing,
storage, or handling and transportation of the Payload or another payload.

               10.3 Damage to Persons or Property Involved in Payload Processing
Activity.

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

                    10.3.2    Extension of Inter-Party Waiver.  The Parties
agree that this common goal will also be advanced through extension of the
inter-party waiver of liability to other participants in Payload Processing
Activity. Accordingly, the Parties agree to extend the waiver as set forth in
Section 10.3.1 above to the LMCLS Customer, to other customers of Astrotech, to
contractors and subcontractors at every tier of Astrotech, LMCLS, LMCLS
Customer, and to all other participants (excluding the U.S. Government) in
Payload Processing Activity, as third party beneficiaries, whether or not such
participants causing damage bring property or employees to the Astrotech
Facility or retain title to or other interest in property provided by them to be
used, or otherwise involved, in Payload Processing Activity. Further, the
Parties recognize and agree that, although the U.S. Government will not
participate in this inter-party



                                       11

<PAGE>   20

waiver, the U.S. Government will also be a third party beneficiary.
Specifically, the Parties intend to protect these contractors, subcontractors
and the U.S. Government from claims, including "products liability" claims,
which might otherwise be pursued by the Parties, or the contractors or
subcontractors of the Parties, or other participants in Payload Processing
Activity. Moreover, it is the intent of the Parties that each will take all
necessary and reasonable steps in accordance with Section 10.3.4 below to
foreclose claims for Damage by any participant in Payload Processing Activity,
under the same conditions and to the same extent as set forth in Section 10.3.1
above, except for claims between LMCLS and its contractors and subcontractors,
claims between LMCLS Customer and its contractors or subcontractors, claims
between Astrotech and its contractors or subcontractors, and claims by the U.S.
Government for Damage to U.S. Government persons or property.

                    10.3.3    Broad Construance of Inter-Party Waiver.  The
Parties intend that the inter-party waiver of liability set forth in Sections
10.3.1 and 10.3.2 above be broadly construed to achieve the intended objectives.

                    10.3.4    Agreement to Extend Inter-Party Waiver.  Astrotech
will require all customers entering into Agreements for services to be provided
by Astrotech utilizing the Astrotech Facility to agree to the inter-party waiver
of liability as set forth in Sections 10.3.1 and 10.3.2 above. Further,
Astrotech will require all the following to agree to the waiver of liability set
forth in Section 10.3.2 above: (i) all its contractors; and (ii) all its
subcontractors who will have persons or property involved in Payload Processing
Activity. If Astrotech fails to fulfill its obligation under this Section
10.3.4, Astrotech will indemnify LMCLS and the U.S. Government for any Liability
LMCLS or the U.S. Government may sustain as a result of Astrotech's failure.
LMCLS will require the following to agree to the waiver of liability set forth
in Section 10.3.2 above: (i) LMCLS Customer and all other persons and entities
to whom it assigns all or part of its right to Services; (ii) any person or
entity to whom LMCLS Customer has sold or leased or otherwise agreed, prior to
the completion of Services for a particular Payload, to provide all or any
portion of its Payload or Payload services; (iii) all LMCLS's and LMCLS
Customer's prime contractors; and (iv) all LMCLS's and LMCLS Customer's
subcontractors who will have persons or property involved in Payload Processing
Activity. If LMCLS fails to fulfill its obligation under this Section 10.3.4,
LMCLS will indemnify Astrotech and the U.S. Government for any Liability
Astrotech or the U.S. Government may sustain as a result of LMCLS's failure.
Failure of LMCLS, or LMCLS Customer, or Astrotech, or any other participant
(excluding the U.S. Government) in Payload Processing to obtain a waiver
agreement required above shall not affect LMCLS's, or LMCLS Customer's, or
Astrotech's, or such other participant's right to the protection otherwise
provided by this Section 10.



                                       12

<PAGE>   21

                    10.3.5    Damage to U.S. Government Persons or Property.
The Parties acknowledge that, except as a third party beneficiary, the U.S.
government is not a participant in the inter-party waiver set forth in Sections
10.3.1, 10.3.2, 10.3.3, and 10.3.4 above.

               10.4 Risk of Patent Infringement.

                    10.4.1    Astrotech Indemnity of LMCLS.  Astrotech agrees to
indemnify LMCLS, its officers, employees and agents against any United States
Patent infringement costs (including, but not limited to, any judgment against
LMCLS by a court of competent jurisdiction, reasonable administrative and
litigation costs, and settlement payments made as a result of an administrative
claim) incurred by LMCLS which are attributable to products, processes or
articles of manufacture used in the facilities and support to be furnished to
LMCLS by Astrotech hereunder.

                    10.4.2    LMCLS Indemity of Astrotech.  LMCLS agrees to
indemify Astrotech, its officers, employees and agents against any United States
Patent infringement costs (including, but not limited to, any judgment against
Astrotech by a court of competent jurisdiction, reasonable administrative and
litigation costs, and settlement payments made as a result of an administrative
claim) incurred by Astrotech which are attributable to products, processes or
articles of manufacture used in the Payload and any supporting equipment and
facilities brought to the Astrotech Facility by LMCLS, LMCLS Customer, or their
respective contractors or subcontractors, and to any activity which entails
infringement of a United States Patent and which is performed at the Astrotech
Facility by LMCLS, LMCLS Customer, or their respective contractors or
subcontractors.

               10.5 Assistance with Third Party Claims. In the event a third
party claim is asserted against Astrotech or LMCLS as a result of patent
infringement, use of proprietary data, or Damage, including claims of their
respective contractors or subcontractors, or LMCLS Customer or LMCLS Customer's
contractors or subcontractors arising from or in connection with the Services
provided by Astrotech under this Agreement, Astrotech and LMCLS each agree to
give prompt notice to the other of any such claim and agree to provide each
other with all assistance practicable in the defense against such claim. If a
claim asserted against either LMCLS or Astrotech is a claim in which one party
has agreed to indemnify the other party under this Agreement, the party who has
agreed to indemnify shall have the right to intervene and defend, the right to
control litigation of, and the right to determine the appropriateness of any
settlement related to such claim.



                                       13

<PAGE>   22

         11.   Limitation of Astrotech and LMCLS Liability. Notwithstanding
Section 10.2.2 above, to the extent that a risk of Damage is not dealt with
expressly in this Agreement, Astrotech's liability to LMCLS, and LMCLS's
liability to Astrotech arising out of this Agreement, whether or not arising as
a result of an alleged breach of this Agreement, (i) shall be limited to direct
damages only and shall not include any loss of revenue, profits or other
indirect or consequential damages, and (ii) shall not exceed the total price
paid to Astrotech by LMCLS for the Services to be provided for the particular
Payload under this Agreement.

         12.   Termination.

               12.1 Termination by LMCLS.

                    12.1.1    Termination for Convenience.  LMCLS shall have the
right to terminate for convenience, in whole or in part, its obligation to
obtain Astrotech Services under this Agreement by providing written notification
to Astrotech.

                         12.1.1.1    Termination Charge.  In the event of
termination by LMCLS pursuant to Section 12.1.1, LMCLS shall pay Astrotech
liquidated damages as specified. In the event of an overpayment, Astrotech shall
refund the amount of such overpayment to LMCLS.

                         12.1.1.1.1  In Whole.  The termination liability charge
to LMCLS shall be the greater of the unpaid balance of payments for all
guaranteed missions through the end of the contract period, ****, or ****. The
termination liability limit to LMCLS is ****. Per mission pricing is specified
in Appendix 4 for each year through the end of the contract period.

                         12.1.1.1.2  In Part.  The termination liability charge
for a given Payload that represents a mission over and above the annual
guaranteed mission quantity of four per year shall be the pro-rated share of the
Service Fee applicable for that particular Payload based on the portion of the
contracted Occupancy Period elapsed as of the date Customer vacates the
Astrotech Facility, computed on a daily basis, but not less than five percent
(5%) of the Service Fee for that Payload, plus any additional charges agreed to
or otherwise due and payable under this Agreement as of the date Customer
vacates the Astrotech Facility. The minimum 5% termination fee also applies if
termination by LMCLS occurs prior to the start of the Facility Occupancy Period
for the Payload. For a Payload that is one of the guaranteed minimum missions
for a particular calendar year, the termination charge shall equal the full
amount of the applicable Servce Fee.



                                       14

<PAGE>   23

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

                         12.1.2.1    Termination Charge.  In the event of
termination by LMCLS pursuant to Section 12.1.2, LMCLS shall not be required to
pay Astrotech any termination charge associated with that particular Payload and
LMCLS's obligation to guarantee Astrotech a minimum of **** processings in that
caldendar year shall be reduced by **** Payload

               12.2 Termination by Astrotech.

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

                    12.2.2    Non-performance by LMCLS.  Astrotech shall have
the right to terminate, in whole or in part, its commitment to furnish Services
under this Agreement in the event LMCLS fails to make any required payment when
due or LMCLS fails to meet any other material provision of this Agreement, and
such failure continues for thirty (30) days beyond receipt by LMCLS of written
notice from Astrotech which specifies such failure. Astrotech shall promptly
notify LMCLS in writing, if LMCLS fails to make such payment or if LMCLS fails
to meet any such other material provision of this Agreement.

                    12.2.3    Termination Charge.  In the event of a termination
of Services for a Payload by Astrotech pursuant to Section 12.2.1, LMCLS shall
not be required to pay Astrotech any termination



                                       15

<PAGE>   24

charge. In the event of a termination pursuant to Section 12.2.2, the
termination charge shall be computed in accordance with Section 12.1.1.1. In the
event of overpayment, Astrotech shall refund the amount of such overpayment to
LMCLS.

         13.   Handling of LMCLS and Customer Provided Data.

               13.1 Technical Data Furnished to Astrotech by LMCLS and Customer.
Astrotech and LMCLS shall exchange all documents and information required for
each party to fulfill its responsibilities under this Agreement, including
certain documents that are prepared by and are the property of Customer.

                    13.1.1    Nonrestrictive Markings.  All technical data
furnished to Astrotech under this Agreement shall be provided with unrestricted
rights for use by Astrotech and its contractors and subcontractors in
performance of this Agreement (the right to use, duplicate, and disclose in any
manner and for any purpose whatsoever in performance of this Agreement), and
without a restrictive legend, except as provided pursuant to Section 13.1.2
below. It is the intent of the parties that the designation of technical data as
proprietary or a trade secret shall be kept to a minimum in order to facilitate
implementation of this Agreement.

                    13.1.2    Proprietary Data.  In the event any of the
technical data required to be furnished to Astrotech under this Agreement is
considered by LMCLS or Customer to be proprietary or a trade secret (such as
detailed design, manufacturing and processing information) and LMCLS or Customer
desires to maintain proprietary or trade secret rights for such data, the LMCLS
Technical Manager shall inform the Astrotech Technical Manager that the data is
considered proprietary or a trade secret. Any data so provided shall be marked
by LMCLS or Customer "PROPRIETARY" or "TRADE SECRET" prior to submittal to
Astrotech. Astrotech agrees that such data will not, without permission of
LMCLS, be duplicated, used or disclosed by Astrotech or its contractors and
subcontractors for any purpose other than as necessary to carry out Astrotech's
obligations under this Agreement. If such data is required by Astrotech's
contractors and subcontractors, the data will only be furnished to them after
the contractors and subcontractors have agreed with Astrotech in writing to
protect the data from unauthorized use, duplication and disclosure.

               13.2 Financial and Commercial Data. It is recognized that
Astrotech may receive or otherwise have access to certain financial and
commercial (business) data of LMCLS or Customer, or their respective contractors
and subcontractors, which may be considered confidential or privileged, and
which, if subsequently disclosed to the public, could cause substantial harm to
LMCLS's or Customer's competitive position or impair Astrotech's ability to
obtain necessary information in the future. Such data



                                       16

<PAGE>   25

shall be considered by Astrotech to be proprietary and handled pursuant to
Section 13.1 above, provided it is marked by LMCLS or Customer as "PROPRIETARY"
prior to submittal to Astrotech.

         14.   Patent and Data Rights. Astrotech will not acquire, as a result
of the Services provided under this Agreement, any rights to LMCLS's or
Customer's copyrights, trade secrets, inventions, or patents that may be used in
or result from the Payload or any rights to LMCLS's or Customer's proprietary
data, except for the right to use such proprietary data as set forth in Section
13 above.

         15.   Compliance With the International Traffic in Arms Regulation
(ITAR).

               15.1 Conduct of Activities. LMCLS and Astrotech hereby agree to
conduct all Activities at the Astrotech Facility in full compliance with the
ITAR as it pertains to safeguarding the transfer of U.S. technology to non-U.S.
citizens. Certain LMCLS Customers and other customers of Astrotech are non-U.S.
based organizations represented by foreign national personnel that will
participate in the Activities at the Astrotech Facility. LMCLS and Astrotech
shall coordinate all LMCLS, Customer, and Astrotech Activities in such a way as
to prevent the transfer of unauthorized data pertaining to operations,
procedures and hardware to non-U.S. citizens participating in Activities at the
Astrotech Facility.

               15.2 Technical Assistance Agreements. Astrotech shall submit
Technical Assistance Agreement (TAA) applications to the United States
Department of State for the performance of those activities that constitute
"defense services" as defined in the ITAR. LMCLS shall obtain an U.S. Department
of State TAA for each mission involving a non-U.S. Customer organization. The
respective TAAs define the approved limits of technical interchange between
Astrotech and the foreign Customer and LMCLS and the foreign Customer. LMCLS
agrees that for all future TAA submittals they will include the Astrotech scope
of work contained in this Agreement in the LMCLS TAA.

               15.3 Signature Assistance.  LMCLS shall provide assistance to
Astrotech in obtaining approval signatures from the LMCLS Customers on the
Astrotech TAA for missions involving non-U.S. Customers.

         16.   Permits and Licenses. Astrotech shall obtain any permit or
license that may be required to provide the Services to be furnished under this
Agreement. LMCLS will be responsible for obtaining any permit or license that
may be required to perform an activity unique to the Payload that is not
included in the foregoing, such as tests involving use of radioactive materials.

         17.   Warranty.



                                       17

<PAGE>   26

               17.1 Warranty of Services. Astrotech warrants that the Services
performed by Astrotech will reflect competent professional knowledge, judgement
and workmanship. In the event any portion of the Services furnished to LMCLS
fails to comply with this warranty obligation and Astrotech is so notified in
writing prior to the launch date after completion of such portion of the
Services, Astrotech will either promptly reperform such portion of the Services
without additional compensation from LMCLS or at LMCLS's option Astrotech will
refund a portion of the compensation paid to Astrotech for such portion of
Services.

               17.2 Exclusivity of Warranties and Remedies. THE WARRANTIES
SET FORTH IN THIS SECTION 17 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE). The remedies set forth in this
Section 17 are the exclusive remedies of LMCLS for any failure by Astrotech to
comply with its warranty obligations. Correction of noncomformance or refund of
compensation paid in the manner provided herein, shall constitute complete
fulfillment of all the liabilities of Astrotech for defective or nonconforming
Services, whether the claims by LMCLS are based in contract, in tort (including
negligence and strict liability), or otherwise.

         18.   Notices. All notices, requests, demands, and other communications
hereunder shall be in writing, in English, and shall be delivered to the other
party as follows:

               To Astrotech:  Astrotech Space Operations, Inc.
                              6305 Ivy Lane, Suite 520
                              Greenbelt, MD  20770-6318
                              Attention: Mr. John B. Satrom
                              Voice:     (301) 982-7876
                              Facsimile: (301) 982-7808

               To LMCLS:      Lockheed Martin
                               Commercial Launch Services, Inc.
                              12999 Deer Creek Canyon Road
                              Littleton, CO  80127
                              Attention: Mr. Jack Zivic
                                         MZ  DC-1400
                              Voice:     (303) 971-5394
                              Facsimile: (303) 971-9456



                                       18

<PAGE>   27

The effective date of each notice, demand, request, or other communication shall
be deemed to be: (i) the date of confirmed receipt for communications delivered
personally, or transmitted by facsimle machine, or sent by mail, courier or
overnight express with the exception of billing invoices as stipulated in
Section 9.3, or (ii) the date of transmission with a confirmed answerback, if
transmitted by telex. If multiple transmission means are used, the earliest
date, determined in accordance with the foregoing, shall be applicable. Either
party may change its address or designee for purposes hereof by informing the
other party in writing of such action and the effective date of such change.

         19.   Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with the laws in force in the State of Florida, and
Astrotech and LMCLS further agree that they will not commence any action,
whether in a court of law or equity or before an arbitration panel, other than
in the State of Florida.

         20.   Severability. Any provision of this Agreement that is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality, or unenforceability
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal, or unenforceable in any other jurisdiction.

         21.   Waiver. A failure by either Astrotech or LMCLS to assert its
rights under this Agreement shall not be deemed a waiver of such rights, nor
shall any waiver be implied from any such act or omission. No waiver by either
Astrotech of LMCLS with respect to any right shall extend its effect to any
subsequent breach of the terms hereof of like or different kind, unless such
waiver explicitly provides otherwise.

         22.   Disputes.

               22.1 Disputes Resolution. Any controversy or claim arising out
of or relating to this Agreement, whether or not involving an alleged breach of
this Agreement, which cannot be resolved in a timely manner by the mutual
agreement of the Technical Managers or Agreement Coordinators of Astrotech and
LMCLS shall in the first instance be submitted in writing, by either Astrotech
or LMCLS, to the President or equivalent senior official of LMCLS and the
President of Astrotech for resolution, whose joint decision shall be made in
writing within thirty (30) days after such submittal and shall be final and
conclusive. In the event any controversy or claim submitted for joint resolution
hereunder is not jointly resolved in writing within thirty (30) days from the
date of such submittal, either party shall have the right to seek other
appropriate relief.



                                       19

<PAGE>   28

               22.2 Performance During Submission of Dispute. The decision to
submit a dispute under this Section 22 shall not excuse either Astrotech or
LMCLS from the timely performance of its obligations hereunder which are not the
subject matter of such dispute. Further, if the lack of resolution of the matter
in dispute will adversely impact the timely completion of the Payload Processing
Activity, upon the request of LMCLS, Astrotech will perform, while reserving all
rights, the subject matter of such dispute within the framework of this
Agreement and without prejudice to the final resolution of the matter in
dispute.

         23.   Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         24.   Assignability. Except for LMCLS's right to assign to Customer its
rights to Services for Customer's spacecraft under its role as agent of
Customer, neither party to this Agreement shall be entitled to assign, directly
or indirectly, by operation of law or otherwise, this Agreement or its rights or
obligations hereunder or any interest herein, except to a related or successor
entity, or with the prior written consent of the other.

         25.   Disclaimer of Authority. This Agreement shall not constitute
either Astrotech or LMCLS as the legal representative, agent, or
attorney-in-fact of the other, nor, except as expressly set forth herein, shall
Astrotech or LMCLS have the right or authority to assume, create or incur any
liability or obligation of any kind, express or implied, against or in the name
of or on behalf of the other party.

         26.   Complete Agreement. This Agreement and the Appendices, Exhibits,
and Annexes hereto, together with the documents here inbefore incorporated by
reference, as amended and supplemented, and any Amendments to this Agreement
constitute the entire agreement between the parties hereto with respect to the
transactions contemplated hereby and supersede all previous oral and written and
all contemporaneous oral negotiations, commitments, agreements, and
understandings. The terms of this Agreement may not be waived, altered, modified
or amended, except by a written agreement of the parties hereto executed by duly
authorized officers thereof.

         27.   Effective Date and Duration of Agreement. This Agreement, which
entered into force on 4 March 1989, shall continue in force through ****, unless
amended or terminated or extended by LMCLS's right to exercise any or all of the
**** one-year Agreement option periods for calendar years **** through ****
inclusive pursuant to the provisions of this Agreement prior to said expiration
date.



                                       20

<PAGE>   29

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.

LOCKHEED MARTIN                          ASTROTECH SPACE OPERATIONS, INC.
 COMMERCIAL LAUNCH SERVICES, INC.



By:                                        By:
     ----------------------------              --------------------------------
     John A. Zivic, Jr.                        John B. Satrom
     Manager                                   Vice President
     Commercial Contracts                      Payload Processing Operations

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



                                       21
<PAGE>   30
                                                                     Page 1 of 6

                                   APPENDIX 1

                              EXHIBIT 48801 - (xxx)
                                 (Payload Name)
                    MISSION SPECIFIC DETAILS AND REQUIREMENTS
                                       FOR
                               ASTROTECH SERVICES

         This Exhibit 48801-(xxx) sets forth the mission specific details and
requirements for the Services to be provided by Astrotech to Lockheed Martin
Commercial Launch Services, Inc. (hereinafter called LMCLS) under Agreement No.
48801 to support the launch of the (Name) Payload.

1.     Launch Date. The (Name) Payload is scheduled for launch launch from (CCAS
       or VAFB) on (Date), which is the launch date for purposes of this
       Agreement.

2.     Occupancy Period. The Occupancy Period and facility assignments at
       Astrotech (TICO/VAFB) for the Payload established pursuant to Section 8.1
       of the General Terms and Conditions are set forth in Annex A, which is
       attached to and made part of this Exhibit.

3.     Additional Services. Astrotech shall provide additional Services as set
       forth in Annex B, which is attached to and made part of this Exhibit.

4.     Financial Arrangements.

       4.1    Service Fee. Based on the launch date set forth in Section 1 above
              and pursuant to Section 9.1 of the General terms and Conditions,
              the Service Fee applicable to the (Name) Payload is ****.

       4.2    Charges for Additional Services. LMCLS shall pay Astrotech
              additional charges for certain additional Services, as specified
              in Annex B, which is attached to and made part of this Exhibit.

       4.3    Billing Schedule. The billing schedule established pursuant to
              Section 9.3 of the General Terms and Conditions is set forth in
              Annex C, which is attached to and made part of this Exhibit.




<PAGE>   31

                                                                     Page 2 of 6

5.     Agreement Coordinators and Technical Managers: Pursuant to Section 7.1 of
       the General Terms and Conditions, the representatives of LMCLS, the
       Spacecraft Customer, and Astrotech designated as Agreement Coordinators
       and Technical Managers are identified in Annex D, which is attached to
       and made part of this Exhibit.

6.     Alterations and Exceptions to the General terms and Conditions. Under
       this Exhibit 48801-(xxx) (there are no alterations or exceptions to the
       General Terms and Conditions of this Agreement) or (the following are the
       alterations and/or exceptions to the General Terms and Conditions of this
       Agreement:).

7.     Effective Date. This Exhibit 48801-(xxx) shall be incorporated into
       Agreement No. 48801 and Astrotech's commitment to provide Services for
       the (Name) Payload shall commence as of the date of the last signature of
       the parties below.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Exhibit.

LOCKHEED MARTIN                              ASTROTECH SPACE OPERATIONS, INC.
    COMMERCIAL LAUNCH SERVICES, INC.

By:             (Signature)                  By:            (Signature)
     --------------------------------              ----------------------------

                 (Name)                                        (Name)
     --------------------------------              ----------------------------
                 (Title)                                       (Title)
     --------------------------------              ----------------------------

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




<PAGE>   32

                                                                     Page 3 of 6

                                     ANNEX A

                    OCCUPANCY PERIOD AND FACILITY ASSIGNMENTS
                                       FOR

                                 (Name) PAYLOAD
                                       AT
                              ASTROTECH (TICO/VAFB)

PROGRAM LAUNCH DATE: _____________________
OCCUPANCY PERIOD: __________ TO __________

<TABLE>
<CAPTION>

FACILITY ASSIGNMENTS:
           BUILDING/ROOM                               ENTRY DATE                  DEPARTURE DATE

FOR ASTROTECH TICO:
<S>                                                         <C>
Building 1/High Bay Complex ("A", "B", "C" or "D")
Building 1/LMCLS Office Area                                        CONTINUOUS
Building 2/("North" or "South") High Bay Complex
Building 2/("North" or "South") Encapsulation Bay
Building 2/Spin Bay

Buildings 3, 4 and 6/ Warehouse Storage                         SHARED SPACE, AS REQUIRED & AVAILABLE

Building 5/Customer Office Space
      (Receptionist Area & 4 Offices)

Building 7/Lockheed Martin Technical Office                                   CONTINUOUS

Building 10/High Bay Complex
Building 10/Payload Encapsulation Bay

FOR ASTROTECH VAFB:

Building 1032/High Bay Complex ("East" or "West")

Building 1036/Technical Support Building
      (Receptionist Area & 4 Desks)

Building 1034/Warehouse Storage                                 SHARED SPACE, AS REQUIRED & AVAILABLE
</TABLE>




<PAGE>   33

                                                                     Page 4 of 6

                                     ANNEX B

                               ADDITIONAL SERVICES
                                       AND
                          ASSOCIATED ADDITIONAL CHARGES
                                       FOR
                                 (Name) PAYLOAD

      1. Telephone, Facsimile and Telex Service. Astrotech shall provide LMCLS
and Customer, without separate charge, commercial telephone service at the
Astrotech Facility , except that LMCLS shall reimburse Astrotech for all
long-distance calls charged to its assigned telephone extensions. In addition,
Astrotech shall provide access for LMCLS and Customer use of existing Astrotech
facsimile transmission machine and telex capability via personal computer
without separate charge, except that LMCLS shall reimburse Astrotech for all
associated long-distance and telex transmission charges. Astrotech will submit
an itemized summary of these separate charges along with the billing invoice.




<PAGE>   34

                                                                     Page 5 of 6

                                     ANNEX C

                            PROGRESS PAYMENT SCHEDULE
                                     FOR THE
                                 (NAME) PAYLOAD

<TABLE>
<CAPTION>
SERVICE FEE PROGRESS PAYMENT                 BILLING DATE                AMOUNT
----------------------------                 ------------                ------
<S>                                       <C>                           <C>
Deposit and First Partial Payment  (5%)     EFFECTIVE DATE*             $  ****

Second Partial Payment  (45%)               ****                        $  ****

Third Partial Payment  (50%)                ****                        $  ****

            Total                                                       $  ****
                                                                        -------
</TABLE>

       (* Invoice will be issued on the Effective Date of this Agreement)



<PAGE>   35

                                                                     Page 6 of 6


                                    ANNEX D

                            AGREEMENT COORDINATORS
                            AND TECHNICAL MANAGERS
                                      FOR
                                (Name) PAYLOAD

<TABLE>
<CAPTION>
<S>                                                         <C>
LMCLS Agreement Coordinator.                                                      (Name)
---------------------------                                  -------------------------------------------
                                                                           (Title or Position)
                                                             -------------------------------------------
                                                             Lockheed Martin Commercial Launch Services, Inc.
                                                                                (Address)
                                                             -------------------------------------------
                                                                                (Address)
                                                             -------------------------------------------
                                                             Telephone:
                                                                       ---------------------------------
                                                             Facsimile:
                                                                       ---------------------------------


LMCLS Technical Manager.                                                          (Name)
-----------------------                                      -------------------------------------------
                                                                           (Title or Position)
                                                             -------------------------------------------
                                                             Lockheed Martin Commercial Launch Services, Inc.
                                                                                (Address)
                                                             -------------------------------------------
                                                                                (Address)
                                                             -------------------------------------------
                                                             Telephone:
                                                                       ---------------------------------
                                                             Facsimile:
                                                                       ---------------------------------


Customer Technical Manager.                                                       (Name)
--------------------------                                   -------------------------------------------
                                                                           (Title or Position)
                                                             -------------------------------------------
                                                                         (Customer Organization)
                                                                                (Address)
                                                             -------------------------------------------
                                                                                (Address)
                                                             -------------------------------------------
                                                            Telephone:
                                                                      ----------------------------------
                                                            Facsimile:
                                                                      ----------------------------------


Astrotech Agreement Coordinator.                                                  (Name)
-------------------------------                              -------------------------------------------
                                                                           (Title or Position)
                                                             -------------------------------------------
                                                             Astrotech Space Operations, Inc.
                                                             6305 Ivy Lane, Suite 520
                                                             Greenbelt, MD 20770-6318
                                                             Telephone: (301) 982-7876
                                                             Facsimile: (301) 982-7808

Astrotech Technical Manager.                                                     (Name)
----------------------------                                 -------------------------------------------
                                                                                 (Title)
                                                             -------------------------------------------
                                                             Astrotech Space Operations, Inc.
                                                                                (Address)
                                                             -------------------------------------------
                                                                                (Address)
                                                             -------------------------------------------
                                                             Telephone:
                                                                       ---------------------------------
                                                             Facsimile:
                                                                       ---------------------------------
</TABLE>




<PAGE>   36

                                                                     Page 1 of 5

                                   APPENDIX 2

                               SPACECRAFT SERVICES

         This Appendix 2 describes the scope of Basic Services to be provided by
Astrotech in conjunction with the processing of each Customer spacecraft,
spacecraft with integral upper stage, or spacecraft with PAM or other autonomous
upper stage under this Agreement at either Astrotech TICO or Astrotech VAFB
(the"Astrotech Facility"). The specific Basic Services to be provided by
Astrotech will be as detailed in the Payload Processing Requirements Document
pursuant to Section 5.2 of the General Terms and Conditions of this Agreement.

         1.    Arrival and Departure Transportation. Astrotech will provide
transportation of crated flight hardware and associated ground support equipment
by commercially available ground transportation vehicles from and to terminals
within a 50 mile radius of the Astrotech Facility. This service will accommodate
shipment by air to and from commercial or Government airports in the vicinity of
Astrotech TICO and Astrotech VAFB. Any specialized loading equipment required,
other than forklifts, must be provided by the transporting airline.

         2.    Local Transportation. By means of commercially available ground
transportation vehicle, Astrotech will provide transportation and delivery of
the crated Payload or Payload elements, and ground support equipment, within the
Astrotech Facility and (i ) to and from Astrotech TICO and designated facilities
at the Kennedy Space Center (KSC) or Cape Canaveral Air Station (CCAS), or (ii)
to and from Astrotech VAFB and designated facilities at Vandenberg AFB (VAFB),
as applicable.

         3.    Use of Astrotech Facilities. Astrotech will provide use of the
following portions of the applicable Astrotech Facility. The total mission
occupancy period shall be up to fourteen (14) weeks from the time of Customer
arrival until Customer departure from the facility.

(A) For Payloads processed at Astrotech TICO:

               (1)  In Building 1: up to fourteen (14) weeks use of one High Bay
Complex, consisting of the High Bay, the associated Garment Change Room, Control
Room (Ground Station), and one contiguous Office Area (minimum of 985 ft2) for
use by the spacecraft contractor;




<PAGE>   37

                                                                     Page 2 of 5

               (2)  In Building 2:

                    (a)      for Spacecraft only or Spacecraft with an integral
upper stage up to three (3) weeks use of either (i) the South High Bay Complex,
consisting of the High Bay and the adjacent Fuel and oxidizer Cart Storage
Rooms, the South Garment Change Room, and the South Control Room, or (ii) the
North High Bay Complex, consisting of the North High Bay, the North Garment
Change Room, and the North Control Room for handling and loading of liquid
propellants, and preparation and installation of the Spacecraft apogee kick
motor and/or integral upper stage system, if applicable, and other ordnance, and
use of the Spin High Bay, if required, for spin balancing the Spacecraft or
related ordnance preparations, and

                    (b)      for Spacecraft with PAM or other Autonomous Upper
Stage up to three (3) weeks use for Spacecraft processing of either (i) the
South High Bay Complex, consisting of the High Bay and the adjacent Fuel and
oxidizer Cart Storage Rooms, the South Garment Change Room, and the South
Control Room, or (ii) the North High Bay Complex, consisting of the North High
Bay, the North Garment Change Room, and the North Control Room for handling and
loading of liquid propellants, and preparation and installation of the
Spacecraft apogee kick motor and/or integral upper stage system, if applicable,
and other ordnance, and use of the Spin High Bay, if required, for spin
balancing, and up to nine (9) weeks use for Upper Stage processing of either the
Spin High Bay, North High Bay Complex, or South High Bay Complex;

               (3)  In Buildings 3, 4 and 6:  storage, on a shared space basis,
of flight hardware elements,  shipping containers, ground support equipment,
etc.;

               (4)  In Building 5:  use of up to 4 offices and shared use of
conference rooms and reception area for the Customer; and

               (5)  In Building 10: for Spacecraft only or Spacecraft with an
integral upper stage, priority use for up to four (4) weeks of one Satellite
Processing Cell, its associated Garment Change Room, and adjacent Control Room
for handling and loading of liquid propellants, and preparation and installation
of the Spacecraft apogee kick motor and/or integral upper stage system, if
applicable, and other ordnance.




<PAGE>   38

                                                                     Page 3 of 5

(B) For Payloads processed at Astrotech VAFB:

         (1)    In Building 1032: up to fourteen (14) weeks use of one High Bay
Complex, consisting of the High Bay, the associated Garment Change Room,
adjacent Control Room, and associated Cart Storage Room(s);

         (2)    In Building 1036: use of one Office Area; and

         (3)    In Building 1034: storage, on a shared space basis, of shipping
containers, ground support equipment, etc.

         4.    Ordnance Handling and Storage. Astrotech will provide receiving,
inspection, and storage of ordnance items; bridge-wire checking; and, for
Payloads processed at Astrotech TICO, cold soak and x-ray of solid rocket
motors.

         5.    Communications. For Payloads processed at Astrotech TICO,
Astrotech will provide radio frequency (RF) links, data circuits, and voice
communications between Astrotech TICO and KSC/CCAS, between Building 1 and
Building 2, and between Building 1 and Building 10, in accordance with the
defined Astrotech capabilities; closed-circuit television in and between
Building 1, Building 2 and Building 10. For Payloads processed at Astrotech
VAFB, Astrotech will provide command and data circuits and voice communications
between Astrotech VAFB and designated locations on VAFB, and between Building
1032 and Building 1036, in accordance with defined Astrotech capabilities; and
closed-circuit television between the High Bays in Building 1032 and Building
1036. For Payloads processed at either site, Astrotech will provide on-site
Local Area Network (LAN) connectivity, local and long distance telephone service
and dedicated use of a facsimile machine, except that Astrotech will be
reimbursed by LMCLS for all commercial long distance charges incurred by LMCLS
and LMCLS Customer pursuant to the General Terms and Conditions of this
Agreement.

         6.    Electrical Power.  Astrotech will provide 60Hz, and for Payloads
processed at Astrotech TICO 50Hz, electrical power as defined in the Facility
Accomodation Handbook, for electrical ground support equipment.

         7.    U.S. Government Coordination.  Astrotech will provide
coordination with the U.S. Government (NASA and USAF) for any Services requiring
U.S. Government support.




<PAGE>   39

                                                                     Page 4 of 5

         8.    Security. Astrotech will provide 24 hour-a-day perimeter security
at the Astrotech Facility. At Astrotech TICO periodic security patrols will be
conducted during non-work hours; digital cypher locks are on all internal and
external doors leading into the Payload Processing Areas; and all buildings are
electronically monitored 24 hours-a-day for smoke/fire detection. At Astrotech
VAFB access via the perimeter gate and all internal and external doors leading
into the Payload Processing Areas is controlled by a card readerkeypad system;
the electronic security system is directly linked to Air Police Headquarters;
and all buildings are electronically monitored 24 hours-a-day for smoke/fire
detection.

         9.    Solvents and Gases.  Astrotech will provide moderate quantities
of gaseous nitrogen, liquid nitrogen, gaseous helium, isopropyl alcohol,
deionized water, and other general purpose cleaning agents and solvents.

         10.   Hazardous Waste Disposal.  Astrotech will provide for disposal of
hazardous materials, such as propellants and solvents, resulting from Payload
Processing Activities pursuant to Section 6.1 of the General Terms and
Conditions of this Agreement.

         11.   Sampling and Analysis.  Astrotech will provide sampling and
analysis of up to 25 samples of gases, propellants, and cleaning materials.

         12.   Photographic Services. Astrotech will provide use of a 35mm
single lense reflex camera with color film and processing fees for up to 100
8xl0 inch color prints, use of video camera/recorder (1/2 inch VHS format) and
up to three blank video tapes, and photographer, as required.

         13.   Emergency Medical and Fire Protection.  Astrotech will provide
emergency medical assistance and fire protection at Astrotech TICO utilizing the
services of Brevard County and the City of Titusville, Florida, respectively. At
Astrotech VAFB these services are provided through the U.S. Air Force.

         14.   Test Equipment.  Astrotech will provide test equipment and tools,
as available, on a non-interference basis.

         15.   Calibration.  Astrotech will provide standard equipment
calibration services for up to ten (10) items of scientific equipment.

         16. Personnel Protective Suits. Astrotech will provide self-contained,
air hose-type personnel protective suits, splash suits, and related training and
support for the Spacecraft team to support Payload




<PAGE>   40

                                                                     Page 5 of 5

propellant handling, transfer, and fueling operations. In addition, upon request
Astrotech will arrange for attendance at available related NASA training
courses.

         17.   Technical Shop Support.  Astrotech will provide unplanned shop
support, as available, on a non-interference basis.

         18.   Dynamic Balancing.  For Payloads processed at Astrotech TICO,
Astrotech will support the dynamic balancing of the Payload or Payload
components, as required, within the capabilities of the Astrotech Schenck-Trebel
Model E7S aerospace balance machine.

         19.   Weighing.  Astrotech will weigh the Payload, as requested,
utilizing the available Astrotech weighing equipment.

         20.   U.S. Customs Clearance.  Astrotech TICO is part of the Port
Canaveral Foreign Trade Zone (FTZ No. 136) and, in this capacity, for Payloads
processed at Astrotech TICO Astrotech will arrange for duty-free entry of the
Payload and any Payload processing materials and equipment entering the U.S.
from another country for the duration of the Occupancy Period. Astrotech VAFB is
part of the Santa Maria Public Airport District Foreign Trade Zone (FTZ No. TBD)
and, in this capacity, for Payloads processed at Astrotech VAFB Astrotech will
arrange for duty free entry of the Payload and any Payload processing materials
and equipment entering the U.S. from another country for the duration of the
Occupancy Period.




<PAGE>   41

                                                                     Page 1 of 3

                                   APPENDIX 3

                          ATLAS LAUNCH VEHICLE SERVICES

         This Appendix 3 describes the scope of Services to be provided by
Astrotech in conjunction with the processing of each Atlas payload fairing
(including base module) and Payload encapsulation activity associated with the
Customer Payload for the Service Fee under this Agreement at Astrotech TICO or
Astrotech VAFB (the Astrotech Facility). The specific Services to be provided by
Astrotech will be as specified in the Payload Processing Requirements Document
pursuant to Section 5.2 of the General Terms and Conditions of this Agreement.

         1.    Arrival and Departure Assistance.  Astrotech will assist LMCLS
with the loading and off-loading of hardware and equipment at the Astrotech
Facility.

         2.    Transportation of Encapsulated Payload. For Payloads processed at
Astrotech TICO, Astrotech will arrange for and obtain the necessary permits and
licenses (Wide Load, HazMat, etc.) as required by the State of Florida
Department of Transportation for transport of the encapsulated Payload from
Astrotech TICO to the launch complex at KSC/CCAS. LMCLS will be responsible for
providing the transport vehicle and for conduct of the transportation operation.

         3.    Use of Astrotech Facilities.  Astrotech will provide use of the
following portions of the applicable Astrotech Facility for the duration stated:

(A) For Payloads processed at Astrotech TICO:

               (1)  In Building 1:  dedicated use of one Customer Office Area
(minimum of 600 ft2) for LMCLS use for the duration of this Agreement;

               (2)  In Building 2:  up to four (4) weeks use of one
Encapsulation Bay or one High Bay and the associated Garment Change Room for
payload fairing preparation and encapsulation of the Customer Payload;

               (3)  In Buildings 3, 4, and 6:  storage, on a shared basis, of
flight hardware elements, shipping containers, ground support equipment, etc.;




<PAGE>   42

                                                                     Page 2 of 3

               (4)  In Building 7:  dedicated use of one Launch Vehicle
Technical Support/Break Area for the duration of this Agreement; and

               (5)  In Building 10: up to four (4) weeks use, on a priority
basis, of one airlock, the Encapsulation Bay and the associated Garment Change
Room for payload fairing preparation and encapsulation of the Customer Payload,
and continuous occupancy of the Conditioned Storage Area for storage of flight
hardware elements and ground support equipment.

(B) For Payloads processed at Astrotech VAFB:

               (1)  In Building 1032:  up to four (4) weeks use of one High Bay
and the associated Garment Change Room for payload fairing preparation and
encapsulation of the Customer Payload;

               (2)  In Building 1034:  storage, on a shared space basis, of
shipping containers, ground support equipment, etc.

         4.    Communications. For Payloads processed at Astrotech TICO,
Astrotech will provide radio frequency (RF) links, data circuits, and voice
communications within Astrotech TICO between Building 1 and Building 2, and
between Building 1 and Building 10, in accordance with the defined Astrotech
capabilities; closed-circuit television in and between Building 1, Building 2
and Building 10. For Payloads processed at Astrotech VAFB, Astrotech will
provide command and data circuits and voice communications within Astrotech VAFB
between Building 1032 and Building 1036, in accordance with defined Astrotech
capabilities; and closed-circuit television between the High Bays in Building
1032 and Building 1036. For Payloads processed at either site, Astrotech will
provide on-site Local Area Network (LAN) connectivity, local and long distance
telephone service and dedicated use of a facsimile machine, except that
Astrotech will be reimbursed by LMCLS for all commercial long distance charges
incurred by LMCLS and LMCLS Customer pursuant to the General Terms and
Conditions of this Agreement.

         5.    Technical Shop Support.  Astrotech will provide unplanned shop
support, as available,on a non-interference basis.

         6.    Electrical Power.  Astrotech will provide 60Hz, and for Payloads
processed at Astrotech TICO 50Hz, electrical power as defined in the Facility
Accomodation Handbook, for electrical ground support equipment.




<PAGE>   43

                                                                     Page 3 of 3


         7.    U.S. Government Coordination.  Astrotech will provide
coordination with the U.S. Government (NASA and USAF) for any Services requiring
U.S. Government support.

         8.    Security. Astrotech will provide 24 hour-a-day perimeter security
at the Astrotech Facility. At Astrotech TICO periodic security patrols will be
conducted during non-work hours; digital cypher locks are on all internal and
external doors leading into the Payload Processing Areas; and all buildings are
electronically monitored 24 hours-a-day for smoke/fire detection. At Astrotech
VAFB access via the perimeter gate and all internal and external doors leading
into the Payload Processing Areas is controlled by a card reader,keypad system;
the electronic security system is directly linked to Air Police Headquarters;
and all buildings are electronically monitored 24 hours-a-day for smoke/fire
detection.

         9.    Solvents and Gases.  Astrotech will provide moderate quantities
of gaseous nitrogen, liquid nitrogen, gaseous helium, isopropyl alcohol,
deionized water, and other general purpose cleaning agents and solvents.

         10.   Hazardous Waste Disposal.  Astrotech will provide for disposal of
hazardous materials, such as propellants and solvents, resulting from Payload
Processing Activities pursuant to Section 6.1 of the General Terms and
Conditions of this Agreement.

         11.   Photographic Services. Astrotech will provide use of a 35mm
single lense reflex camera with color film and processing fees for up to 100
8xl0 inch color prints, use of video camera/recorder (1/2 inch VHS format) and
up to three blank video tapes, and photographer, as required.

         12.   Emergency Medical and Fire Protection.  Astrotech will provide
emergency medical assistance and fire protection at Astrotech TICO utilizing the
services of Brevard County and the City of Titusville, Florida, respectively. At
Astrotech VAFB these services are provided through the U.S. Air Force.

         13.   Test Equipment.  Astrotech will provide test equipment and tools,
as available, on a non-interference basis.

         14.   Pathfinder Operations.  Astrotech will provide support as
required for LMCLS payload fairing pathfinder operations consistent with the
services specified in this Appendix 3 on a non-interference basis to Spacecraft
processing operations at no cost to LMCLS.




<PAGE>   44
                                                                    Page 1 of 1

                                   APPENDIX 4

                                 PRICE SCHEDULE
                     ASTROTECH PAYLOAD PROCESSING SERVICES
             FOR SPACECRAFT AND, IF APPLICABLE, UPPER STAGE SYSTEM
                     FOR ALL ATLAS MISSIONS (CCAS AND VAFB)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                              FIRM FIXED PRICE PER PAYLOAD
                                                              ----------------------------
-------------------------------------------------------------------------------------------------------------------------------
                                                                          PAYLOADS
                                                                            **-**
 CALENDAR YEAR                    PAYLOADS **-**                       IN SAME YEAR
 -------------                     IN SAME YEAR                        (with addition                          PAYLOADS **+
                                                                   of 2nd cell in CY2005)                      IN SAME YEAR
-------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                   <C>                                   <C>
      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

      ****                             ****                                 ****                                   ****
-------------------------------------------------------------------------------------------------------------------------------

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


         NOTE 1.  Alternate pricing is provided for addition of 2nd Processing
                  Cell in ****.

         NOTE 2.  Prices stated are based on a guaranteed minimum of ****
                  missions per year. Should LMCLS fail to process a minimum of
                  **** Payloads during any calendar year, LMCLS agrees to pay
                  Astrotech for the balance of the **** processings upon
                  receipt of an invoice to be issued in December of the
                  applicable calendar year.

         NOTE 3.  Pricing is shown for **** one-year option periods from ****
                  through ****. Addition of 2nd Processing Cell in ****
                  requires exercise of all **** options periods.

         NOTE 4.  Prices stated are on a "per-payload" basis. Dual manifested
                  GEO spacecraft will be charged **** the rate shown in the
                  price table. Multiple-LEO spacecraft missions utilizing a
                  single processing cell will be charged ****.

         NOTE 5.  Services as provided support all Atlas V/5 meter Payload
                  Fairing Operations at CCAS and all Atlas V/4 meter Payload
                  Fairing Operations at VAFB.

         NOTE 6.  Prices stated are exclusive of any taxes, if applicable.