Amendment No. 1 To Asset Purchase Agreement

Exhibit 10.28


Amendment No. 1

To Asset Purchase Agreement

This amendment (" Amendment No. 1" ) is made as of this 3rd day of July, 2001 by and between Astrium, GmbH, a German corporation (" Astrium" ), and Spacehab, Incorporated (" SHI" ), a state of Washington corporation.

WHEREAS, Astrium and SHI have entered into an Asset Purchase Agreement dated December 19, 2000 (" Asset Purchase Agreement" ) for the sale of certain commercial space hardware known as the integrated cargo carrier (" ICC" ) and related assets (the " ICC System Assets" ) and known as vertical cargo carrier (" VCC" ) and related assets (the " ICC-V System Assets" );


WHEREAS, SHI desires to split the delivery of the ICC-V System assets into one partial delivery (the " Partial Delivery" ) and one final delivery (the " Final Delivery" );

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, it is hereby agreed that:

Amendment No. 1 to Asset Purchase Agreement 1. Article 3.2 (b) of the Asset Purchase Agreement is hereby deleted in its entirety and replaced by the following wording:

" The Second Closing shall occur in two separate steps, i.e. the Partial Delivery and the Final Delivery of the ICC-V System Assets. Upon the Partial Delivery Seller shall deliver those items to Purchaser as identified for partial delivery in Schedule 1, Section 2, and Purchaser shall make a partial payment of One Million Five Hundred Thousand Dollars ($1,500,000). The Partial Delivery shall take place in August 2001. Upon the Final Delivery Seller shall deliver to Purchaser those items identified as ICC-V System Assets as far as they have not been delivered under the Partial Delivery and the Purchaser shall pay Seller Two Million Nine Hundred Thousand Dollars ($2,900,000). The Final Delivery shall occur at such place and on such date and at such time as the parties mutually agree after the ICC-V system has ...