Consulting Agreement

EXHIBIT 10.23


CONSULTING AGREEMENT


AGREEMENT, made this 25th day of August, 1996, between SPACEHAB, INC., a corporation organized under the laws of Washington with its principal place of business at 1595 Spring Hill Road, Vienna, Virginia 22182 (hereinafter referred to as "SPACEHAB") and Gordon S. Macklin with offices at 8212 Burning Tree Road, Bethesda, Maryland 20817("Consultant").


WHEREAS, Consultant desires to provide certain consulting services to SPACEHAB and SPACEHAB desires to obtain such services from Consultant in a capacity in which Consultant may receive or contribute confidential or proprietary information;


NOW, THEREFORE, in consideration of such Consulting Services, and other good and valuable consideration given or to be given, SPACEHAB and Consultant hereby AGREE:


1. Consultant shall render workmanlike consulting services for SPACEHAB in connection with potential strategic acquisition opportunities and investor relations support, as more fully described in Exhibit A attached hereto and incorporated by this reference ("Consulting Services") for a term of one year from the above referenced date. Consultant recognizes that all information regarding such strategic acquisitions and/or investor relations (as well as all other SPACEHAB related business information) which (i) may be or shall have been imparted to Consultant by SPACEHAB or its agents, or (ii) is created or obtained by Consultant while performing, or as a result of performing (directly or indirectly) Consulting Services, is confidential and proprietary to SPACEHAB. Furthermore, the identity and character of services and products required by SPACEHAB'S customers, as well as all actual or potential business acquisitions, joint ventures, alliances and other business arrangements of any kind constitute confidential and/or proprietary business information of SPACEHAB.


2. The attached Confidentiality and Nondisclosure Agreement between Consultant and SPACEHAB shall be executed simultaneously with this Agreement and shall govern Consultant's rights and responsibilities with respect to all SPACEHAB confidential and/or proprietary information disclosed to or otherwise obtained by Consultant as noted in Paragraph 1 above. It is understood that the success of SPACEHAB requires that SPACEHAB exert extraordinary measures to safeguard the confidentiality of all such information, and Consultant agrees to abide by all such measures established by SPACEHAB.


3. Consultant shall be directed by Margaret Grayson (SPACEHAB's Chief Financial Officer) in performance of the Consulting Services. Ms. Grayson shall request and direct the specific Consulting Services tasks hereunder.


4. For the Consulting Services, SPACEHAB agrees to pay Consultant a retainer fee of $2,000/month for the term hereof, and an Option to purchase 10,000 shares of SPACEHAB Common Stock at an exercise price per share corresponding to the price of SPACEHAB Common Stock on the NASDAQ market as of close of business August 15, 1996. The Options shall vest immediately upon their granting. Actual expenses for travel, hotel accommodations and automobile rental incurred by Consultant during performance of Consulting Services tasks hereunder shall be reimbursed by SPACEHAB within 30 days of submittal of expense documents to the company.


5. Either Consultant or SPACEHAB may terminate this Agreement, without cause, with three days notice to the other party.


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6. Upon termination of the Consulting Services, Consultant shall promptly deliver to SPACEHAB all (of whatever media, including but not limited to written, digital or other computerized media, tape, disk, CD, etc.) all documents and media, including all copies thereof, and any other materials of a proprietary or confidential nature relating to SPACEHAB's business and which are in the possession or under the control of Consultant. Consultant shall promptly return to SPACEHAB any information, of whatever nature, that relates to, or is generated by any, actual or potential, customer of SPACEHAB's services, or any actual or potential business acquisition or other relationship (including but not limited to joint ventures, alliances and partnerships). SPACEHAB shall pay Consultant for the days actually worked by Consultant up to the date of termination (including any partial day on a pro-rata basis).


7. The parties hereto desire and agree that any controversy or claim arising out of, or relating to this Agreement, or breach thereof, shall be settled by arbitration in Tysons Comer, Virginia, in accordance with the rules of the American Arbitration Association, and final judgment upon award rendered may be entered in any court having jurisdiction thereof.


8. This Agreement constitutes the complete agreement and understanding with respect to the subject matter hereof between the parties and supersedes all previous or contemporaneous written or oral representations, ...