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 Executives 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 Executives 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 Executives 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 Executives performance; or

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