Uab Research Foundation Agreement.

SPACEHAB, INC. LETTERHEAD
Date: 28 April 1997


CHANGE ORDER
to
AGREEMENT between SPACEHAB, Inc.
and the UAB Research Foundation
Dated July 15, 1996


To: From: David Day SPACEHAB, INC. UABRF 1595 Spring Hill Road 701 South 20th Street Suite 360 Suite 1120G Vienna, VA 22182 Birmingham, AL 35294


WHEREAS SPACEHAB, Inc. desires to purchase the "Optional Services" set forth in the Statement of Work ("SOW") to subject Agreement, UABRF is directed to perform the tasks described in the SOW, (Section II. Optional Services) and the parties hereby agree to the following changes to the Agreement.


1. Paragraph 2 is deleted in its entirety and replaced with the following:


"2. SHI shall pay UABRF a fixed price of $629,294 for all of the "Standard
Services" hardware, supplies and services pursuant to the SOW, and a
fixed price of $134,635 for the "Optional Services" set forth in the
SOW if requested by SHI. Payment shall be made as follows for the
Standard Services:


$40,000 upon submission of this Agreement to UABRF (hereby
acknowledged and accepted by UABRF)


$211,717 within 20 days of execution of this Agreement by
SHI


$125,859 upon UABRF/CMC's delivery to SHI of Phase III
Safety Data Package on or before November 1, 1996
(currently L-6mos.)


$125,859 upon delivery of all flight hardware due hereunder
to SHI's Payload Processing Facility at L-2 mos.
(currently March 1, 1997)


$125,859 on L+1 mo. (currently June 1, 1997)


2
UAB/SPACEHAB, Inc. Agreement
Change Order
April 28, 1997


Payment for the $61,080 of Optional Services shall be made within 30 days of request for such services by SHI or by December 15, 1996, whichever is later."


2. Exhibit A, SHI/UABRF STATEMENT OF WORK is amended as follows:


II. OPTIONAL SERVICES (IF REQUIRED) B. is deleted in its entirety and replaced
with the following.


"B. Provision of passive thermal containers and internal refrigerant and packing materials required to transport the required quantity of sample blocks from the UAB CMC to Tokyo's Narita Airport via commercial airliner. Purchase of a dedicated passenger compartment seat onboard the aircraft to safely accommodate and protect these containers. Provision of a trained technical to accompany these crystal-laden containers to a designated place in head office of Mitsubishi Corporation."


Except as hereby modified, all conditions of said agreement as heretofore modified, remain unchanged and in full force and effect.


/s/ Nelda Wilbanks - ---------------------------- ---------------------------------- Nelda Wilbanks UAB Research Foundation SPACEHAB, Inc.


3
AGREEMENT


This agreement ("Agreement") is made this 15th day of July, 1996, between SPACEHAB, Incorporated in Washington state, with its principal offices located in Vienna, Virginia ("SHI") and the UAB Research Foundation ("UABRF") on behalf of The University of Alabama at Birmingham Center for Macromolecular Crystallography, located in Birmingham, Alabama ("CMC").


WHEREAS SHI has contracted with Mitsubishi International Corporation to provide NASDA with certain experiment flight hardware and related services for conducting microgravity protein crystal growth experiments on the Space Shuttle STS-84 SPACEHAB Double Module mission no sooner than May 1997; and


WHEREAS SHI desires to lease UABRF/CMS's Commercial Vapor Diffusion Apparatus ("CVDA") and certain UABRF/CMS's, to provide said hardware and services to NASDA as part of the requirements under the NASDA Contract and


WHEREAS desire to provide said CVDA and related services to SHI through a subcontract win CMC for the aforesaid purpose;


NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:


1. UABRF/CMC shall provide to SHI and SHI's customers NASDA, at the times
and locations set forth therein, all the hardware, supplies and
services set forth in the Statement of Work ("SOW') attached hereto as
Exhibit A and incorporated herein by the reference.


2. SHI shall pay UABRF a fixed price of $629,294 for all of the "Standard
Services" hardware, supplies and services pursuant to the SOW, and a
fixed price of $123,555 for the "Optional Services" set forth in the
SOW if requested by SHI. Payment should be made as follows for the
Standard Services:


$40,000 upon submission of this Agreement to UABRF (hereby
acknowledged and accepted by UABRF)


$211,717 within 20 days of execution of this Agreement by
SHI


$125,859 upon UABRF/CMC's delivery to SHI of Phase III
Safety Data Package on or before November 1, 1996
(currently L-6 mos.)


$125,859 upon delivery of al ...