Exhibit 10.1


EMPLOYMENT
AND NON-INTERFERENCE AGREEMENT


This Employment and Non-Interference Agreement (this
“Agreement”), is dated as of June 4, 2007, by and between Michael J. Bowker
(the “Executive”) and SPACEHAB, Incorporated, a Washington corporation (the
“Company”).


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


WHEREAS, Executive is willing, upon the terms and
conditions set forth in this Agreement, to provide services hereunder; and


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


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


1.             Nature
of Employment


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


2.             Extent
of Employment


(a)           During
the Term of Employment, Executive shall perform his obligations hereunder
faithfully and to the best of his ability under the direction of the Chief
Executive Officer,  or such other
appropriately authorized or designated executive officer of the Company, and
shall abide by the rules, customs and usages from time to time established by
the Company.


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


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














regulatory or
administrative body, agent or authority, any court or judicial authority, or
any public, private or industry regulatory authority.


3.             Term
of Employment; Termination


(a)           The
“Term of Employment” shall commence on June 25, 2007 and shall continue through
June 25, 2008 (the “Initial Term”), 
subject to automatic annual 
renewal for one-year terms thereafter (the “Additional Term”), unless
either the Company or Executive notifies the other party of its intent not to
renew at least ninety (90) days prior to the end of the Initial Term or
Additional Term as the case may be.  
Should Executive’s employment by the Company be earlier terminated
pursuant to Section 3(b), the Term of Employment shall end on the date of such
earlier termination.


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


(i)            upon
the death of Executive;


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


(iii)          for
Cause or Material Breach (each as defined in Section 10);


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


(v)           for
any other reason not referred to in clauses (i) through (iv), or for no reason,
such that this Agreement shall be construed as terminable at will by the
Company. Executive acknowledges that no representations or promises have been
made concerning the grounds for termination or the future operation of the
Company’s business, and that nothing contained herein or otherwise stated by or
on behalf of the Company modifies or amends the right of the Company to
terminate Executive at any time, with or without Material Breach or Cause.  Termination shall become effective upon the
delivery by the Company to Executive of notice specifying such termination and
the reasons therefor, subject to the requirements for advance notice and an
opportunity to cure provided in this Agreement, if and to the extent
applicable.



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


(i)            upon
the death of Executive;


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


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


(iv)          voluntarily
or for any reason not referred to in clauses (i) through (iii), or for no
reason, in each case, after 30 days’ prior written notice to the Company and
its Board of Directors.


(d)           For
the purposes of this Section 3,


 (i)           In the event Executive’s employment is
terminated pursuant  to Section 3(b)(v)
[without cause], 3(b)(vi) [change of control], or 3(c)(iii) [material
reduction],  the Company will: (A) pay to
Executive (or his estate or representative) the full amounts to which  the Executive would be entitled to under
Section 4(a) for the period from effectiveness of termination through the  fourth month anniversary of termination; and
(B) pay to Executive (or his estate or 
representative) the benefits described in Section 6 through the fourth
month anniversary of termination.  Payment
of the amounts and provision of the benefits described  above will be made in accordance with the
timetable and schedule for such payments contemplated therefor as if such
termination did not  occur, and will be
subject to the other provisions of this Agreement,  including Section 3(g) and Sections 7 and 8.
If the Company makes the payments required by this Section 3(d)(i), such
payments will constitute severance and liquidated damages, and the Company will
not  be obligated to pay any further
amounts to Executive under this 
Agreement or otherwise be liable to Executive in connection with
any  termination.


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



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


(f)            In
the event the Term of Employment is terminated and the Company is obligated to
make payments pursuant to Section 3(d)(i), Executive hereby waives any and all
claims against the Company and its respective officers, directors, employees,
agents, or representatives, stockholders and affiliates relating to his
employment during the term hereof and this Agreement.


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


4.             Compensation


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


(a)           As
base compensation for his services hereunder, in bi-weekly installments, a base
salary at a rate of not less than $178,000 per annum.  Such amounts may be increased (but not
decreased) annually at the discretion of the Compensation Committee of the
Board of Directors based upon an annual review by the Compensation Committee of
the Board of Directors of Executive’s performance.


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


(c)           An
annual stock option grant, if any, based on Executive’s, Company’s and/or
Company Stock performance as determined and approved by the Compensation
Committee of the Board of Directors.


5.             Reimbursement
of Expenses


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



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6.             Benefits


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


7.             Confidential
Information


(a)           Executive
acknowledges that his employment hereunder gives him access to Confidential
Information relating to the Company’s Business and its customers which must
remain confidential.  Executive
acknowledges that this information is valuable, special, and a unique asset of
the Company’s Business, and that it has been and will be developed by the
Company at considerable effort and expense, and if it were to be known and used
by others engaged in a Competitive Business, it would be harmful and
detrimental to the interests of the Company. 
In consideration of the foregoing, Executive hereby agrees and covenants
that, during and after the Term of Employment, Executive will not, directly or
indirectly in one or a series of transactions, disclose to any person, or use
or otherwise exploit for Executive’s own benefit or for the benefit of anyone
other than the Companies, Confidential Information (as defined in Section 10),
whether prepared by Executive or not; provided, however, that any Confidential
Information may be disclosed to officers, representatives, employees and agents
of the Companies who need to know such Confidential Information in order to
perform the services or conduct the operations required or expected of them in
the Business (as defined in Section 10). 
Executive shall use his best efforts to prevent the removal of any Confidential
Information from the premises of the Companies, except as required in his
normal course of employment by the Company. 
Executive shall use his best efforts to cause all persons or entities to
whom any Confidential Information shall be disclosed by him hereunder to
observe the terms and conditions set forth herein as though each such person or
entity was bound hereby.  Executive shall
have no obligation hereunder to keep confidential any Confidential Information
if and to the extent disclosure of any thereof is specifically required by law;
provided, however, in the event disclosure is required by applicable law,
Executive shall provide the Company with prompt notice of such requirement,
prior to making any disclosure, so that the Company may seek an appropriate
protective order.  At the request of the
Company, Executive agrees to deliver to the Company, at any time during the
Term of Employment, or thereafter, all Confidential Information which he may
possess or control.  Executive agrees
that all Confidential Information of the Companies (whether now or hereafter
existing) conceived, discovered or made by him during the Term of Employment
exclusively belongs to the Companies (and not to Executive).  Executive will promptly disclose such
Confidential Information to the Company and perform all actions reasonably
requested by the Company to establish and confirm such exclusive ownership.



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


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


8.             Non-Interference


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


(i)            During
the Restricted Period (which shall not include any  period of violation of this Agreement by the
Executive), Executive  will not, without
the express written approval of the Board of Directors of  the Company, anywhere in the Market, directly
or indirectly, in one or  a series of
transactions, own, manage, operate, control, invest or  acquire an interest in, or otherwise engage
or participate in, whether  as a
proprietor, partner, stockholder, lender, director, officer,  employee, joint venturer, investor, lessor,
supplier, customer, agent, 
representative or other participant, in any Competitive Business  without regard to (A) whether the Competitive
Business has its office,  manufacturing
or other business facilities within or without the  Market, (B) whether any of the activities of
Executive referred to  above occur or are
performed within or without the Market or (C) 
whether Executive resides, or reports to an office, within or
without  the Market; provided, however,
that (x) Executive may, anywhere in the Market, directly or indirectly, in one
or a series of transactions,  own, invest
or acquire an interest in up to five percent (5%) of the  capital stock of a corporation whose capital
stock is traded publicly,  or that (y) Executive
may accept employment with a successor company 
to the Company.


(ii)           During
the Restricted Period (which shall not include any  period of violation of this Agreement by
Executive), Executive will  not without
the express prior written approval of the Board of  Directors of the Company (A) directly or
indirectly, in one or a  series of
transactions, recruit, solicit or otherwise induce or  influence any proprietor, partner,
stockholder, lender, director,  officer,
employee, sales agent, joint venturer, investor, lessor,  supplier, customer, agent, representative or
any other person which  has a business
relationship with the Company or had a 



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business  relationship with the Company within the
twenty-four (24) month period  preceding
the date of the incident in question, to discontinue, reduce  or modify such employment, agency or business
relationship with the  Company, or (B)
employ or seek to employ or cause any Competitive  Business to employ or seek to employ any
person or agent who is then  (or was at
any time within six months prior to the date Executive or  the Competitive Business employs or seeks to
employ such person)  employed or retained
by the Company.  Notwithstanding the
foregoing, nothing herein shall prevent Executive from providing a letter of
recommendation to an employee with respect to a future employment opportunity.


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


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


9.             Inventions


(a)           Each
invention, improvement or discovery made or conceived by Executive, either
individually or with others, during the term of his employment with the
Company, which invention, improvement or discovery is related to any of the
lines of business or work of the Companies, any projected or potential
activities which the Companies have investigated or hereinafter investigates,
or which result from or are suggested by any service performed by Executive for
the Company, whether patentable or not, shall be promptly and fully disclosed
by Executive to the Company.  Executive
assigns each such invention, improvement or discovery, and the patents thereof,
or related thereto, to the Company. 
Executive shall, during the term of his employment with the Company and
thereafter without charge to the Company, but at the request and expense of the
Company, assist the Company in obtaining or vesting in itself patents upon such
improvements and inventions. All such inventions, improvements or discoveries
shall at all times become and remain the exclusive property of the
Company.  Executive represents that he
does not claim ownership of any inventions, improvements, formulae or
discoveries which are excluded from this Agreement.


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


10.           Definitions


“Business” means (a) payload processing services, the
design, manufacture, lease and operation of 
pressurized and unpressurized space modules, flight hardware and
subsystems, and those other businesses and activities that are described in the
Company’s 



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Form 10-K for the fiscal
year ended June 30, 2006, and Form 10-Q for the quarter ending March 31, 2007,
or (b) any similar, incidental or related business conducted or pursued by, or
engaged in, or proposed to be conducted or pursued by or engaged in, by the
Companies prior to the date hereof or at any time during the Term of
Employment.


“Cause” shall mean
any of the following: (i) Executive’s conviction of any crime or criminal
offense involving the unlawful theft or conversion of substantial monies or
other property or any other felony (other than a criminal offense arising solely
under a statutory provision imposing criminal liability on the Executive on a
per se basis due to the offices held by the Executive); or (ii) Executive’s
conviction of fraud or embezzlement. “Material Breach” shall mean any of the
following: (i) Executive’s breach of any of his fiduciary duties to the Company
or its stockholders or making of a willful misrepresentation or omission which
breach, misrepresentation or omission would reasonably be expected to
materially adversely affect the business, properties, assets, condition
(financial or other) or prospects of the Company; (ii) Executive’s willful,
continual and material neglect or failure to discharge his duties,
responsibilities or obligations prescribed by Sections 1 and 2 (other than
arising solely due to physical or mental disability); (iii) Executive’s
habitual drunkenness or substance abuse which materially interferes with
Executive’s ability to discharge his duties, responsibilities or obligations
prescribed by Sections 1 and 2; (iv) Executive’s willful, continual and
material breach of any noncompetition or confidentiality agreement with the
Company, including without limitation, those set forth in Sections 7 and 8 of
this Agreement; and (v) Executive’s gross neglect of his duties and responsibilities,
as determined by the Company’s Board of Directors; in each case, for purposes
of clauses (i) through (v), after the Company or the Board of Directors has
provided Executive with 30 days’ written notice of such circumstances and the
possibility of a Material Breach, and Executive fails to cure such
circumstances and Material Breach within those 30 days.


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


“Company” is defined in the introduction.


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


“Confidential Information” means any trade secret,
confidential study, data, calculations, software storage media or other
compilation of information, patent, patent application, copyright, trademark,
trade name, service mark, service name, “know-how”, trade secrets, customer
lists, details of client or consultant contracts, pricing policies, sales
techniques, confidential information relating to suppliers, information
relating to the special and particular needs of the Companies’ customers
operational methods, marketing plans or strategies, products and formulae,
product development techniques or plans, business acquisition plans or any
portion or phase of any scientific or technical information, ideas,
discoveries, designs, computer programs (including source of object codes),
processes, procedures, research or technical data, improvements or other
proprietary or intellectual property of the Companies, whether or not in
written or 



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tangible form, and
whether or not registered, and including all files, records, manuals, books,
catalogues, memoranda, notes, summaries, plans, reports, records, documents and
other evidence thereof.  The term
“Confidential Information” does not include, and there shall be no obligation
hereunder with respect to, information that is or becomes generally available
to the public other than as a result of a disclosure by Executive not
permissible hereunder.


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


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


“Material Breach” is defined in Section 3(d).


“Restricted Period” means the period commencing on the
date of this Agreement and continuing through the fourth month anniversary of
termination.


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


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


11.           Notice


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




	
  If to Executive:

  	
  Michael J. Bowker

  
	
   

  	
  4015 Elm Crest
  Trail

  
	
   

  	
  Houston, Texas
  77059

  
	
   

  	
   

  
	
  If to Company:

  	
  SPACEHAB, Incorporated

  
	
   

  	
  Attention: Chief Financial Officer

  
	
   

  	
  12130 Highway 3,
  Bldg. 1

  
	
   

  	
  Webster, Texas
  77598-1504

  






 


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



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12.           Executive’s
Representation


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


13.           Other
Matters


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


14.           Validity


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


15.           Severability


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


16.           Waiver
of Breach; Specific Performance


The waiver by the Company or Executive of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other breach of such other party.  Each of the parties (and third party
beneficiaries) to this Agreement will be entitled to enforce its rights under
this breach of any provision of this Agreement and to exercise all other rights
existing in its favor.  The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of Sections 7, 8 and 9 of this Agreement and
that any party (and third party



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beneficiaries) may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions in order to enforce
or prevent any violations of the provisions of this Agreement.  In the event either party takes legal action
to enforce any of the terms or provisions of this Agreement against the other
party, the party against whom judgment is rendered in such action shall pay the
prevailing party’s costs and expenses, including but not limited to, attorneys’
fees, incurred in such action.


17.           Assignment;
Third Parties


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


18.           Amendment;
Entire Agreement


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


19.           Litigation


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



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IN SUCH FORUM OR THE
TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER
JURISDICTION.


20.           Arbitration


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


21.           Further
Action


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


22.           Counterparts


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



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


	
  

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael J. Bowker

  
	
   

  	
   

  	
  Michael J. Bowker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPACEHAB, INCORPORATED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brian K. Harrington

  
	
   

  	
   

  	
  Brian K. Harrington, Senior Vice President and Chief
  Financial Officer

  



 



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