Contract No. Shi-sfs-03001 For Thermal Conditioning Service

Exhibit 10.25


CONTRACT No. SHI-SFS-03001

18 December 2003


FOR


THERMAL CONDITIONING SERVICE

FOR GRANADA CRYSTALLIZATION FACILITIES


BETWEEN

VJF RUSSIAN CONSULTING, LTD.

5521 Grand Lake

Bellair, TX 77402

AND


SPACEHAB, INCORPORATED

12130 Highway 3, Building 1 Webster, Texas USA 77598

Contract No. SHI-SFS-03001

18 December 2003


SPACEHAB, Inc. (SHI), with offices at 12130 Highway 3, Building 1, Webster, Texas 77598-1504 (hereinafter SHI) and VJF Russian Consulting, Ltd. (VJF), with offices at 5521 Grand Lake, Bellaire, TX 77401 (hereinafter VJF)


Individually and together referred to as Party or Parties respectively, have entered into this Contract (Contract) as follows.


Article 1. Subject of the Contract

Pursuant to the terms and conditions of this Contract, VJF shall provide and SHI shall pay to procure thermal conditioning service for up to nine Granada Crystallization Facilities (GCFs) using the Thermal Biological Universal (TBU) Incubator or other thermal conditioning means aboard the Service Module (SM) of the International Space Station (ISS) Russian Segment (RS).

Principal requirements of the Service are provided in the Statement of Work provided as Attachment 1 .


Article 2. Period of Performance 2.1 The period of performance for this Contract shall be from the December 18, 2003 through January 31, 2006 and shall include the receipt of final payments as provided in Article 4.

2.2 The period of performance for this Contract may be extended by mutual written agreement of the Parties.

2.3 Completion of this Contract does not terminate obligations of SHI and VJF to comply with Article 9 and Article 15 .

Article 3. Contract price

The firm fixed price to be paid for the effort performed under this Contract is $2,650,000 USD (Two Million, Six Hundred Fifty Thousand United States Dollars).


The Parties agree that the Contract price shall include the following expenses:

ullet delivery of all required documentation and original Acts on Completion and Acceptance of Work via express mail ullet obtaining customs clearance and necessary approvals required by Russian government agencies

ullet travel of VJF and its subcontractors

Article 4. Milestone Payment Schedule

All payments under this Contract shall be made upon receipt of a complete invoice from VJF in accordance with the payment schedule below:

Page 1 of 6

Contract No. SHI-SFS-03001

18 December 2003


Milestone

Payment Date Payment Amount
USD)


1 Reservation Agreement December 19, 2003 $ 1,060,000

2 Pre-Flight Guarantee April 30, 2004 $ 250,000

3 Launch of TBU and GCF Unit 1 July 15, 2004 $ 250,000

4 GCF Mission 1 (GCF experiment #4) Completion of Operations November 15, 2004 $ 350,000

5 GCF Mission 2 (GCF experiment #4) Completion of Operations May 15, 2005 $ 370,000

6 GCF Mission 3 (GCF experiment #5) Completion of Operations November 15, 2005 $ 370,000


Article 5. Payment

5.1 VJF shall submit invoices upon completion of each milestone in accordance with the Milestone Payment Schedule identified in Article 4 of this Contract. 5.2 All payments shall be made in United States Dollars 30 days from receipt of properly submitted VJF invoice.

Article 6. Technical Direction 6.1 Steve Brock is assigned as SHI project manager and is authorized to provide technical direction for this contract.

Article 7. Hardware and Documentation Delivery 7.1 The deliverable documentation under this Contract is provided in Section 3, Deliverables, of the Statement of Work. 7.2 The delivery of documentation shall be made to the following address:

SPACEHAB, Inc.

12130 Highway 3,

Webster, TX 77598, USA

Article 8. Technology Export Control

In the event that export/import of hardware or documentation containing any technologies or technical data subject to export/import restrictions imposed by any government organization binding on either Party is required, the Party that is subject to such restrictions shall seek all necessary approvals and licenses, and the other Party agrees to assist it. Approval of the providing party shall be required prior to the re-export of any hardware or documentation provided under this Contract.


Page 2 of 6

Contract No. SHI-SFS-03001

18 December 2003


Article 9. Intellectual Property Rights

9.1 All Intellectual Property utilized in the performance of this Contract shall remain the exclusive property of the party(s) who had the rights in the IP prior to this Contract.

9.2 Any Intellectual Property first conceived, reduced to practice or developed during the Contract Term by employees or consultants of any party shall be owned by such party.

9.3 Any Intellectual Property jointly developed by the employees or consultants of the Parties shall be the joint property of the parties.

Article 10. Document Translation 10.1 All textual documents provided by VJF shall be in Russian.

Article 11. Excusable Delays

11.1 VJF shall not be held liable for any damage, loss, or failure to perform obligations hereunder if it was caused by an occurrence of extraordinary events that took place after the Contract execution, such as flood, fires, earthquakes, storms, epidemics, adverse weather conditions at the launch site, quarantine, war, military actions, armed conflicts, riots, sabotage, acts of terror, embargo, siege, strikes or any labor conflicts, sovereign acts by the Government of the Russian Federation or any Russian governmental/federal authorities, as well as any Government and/or governmental/federal authority of the ISS Partner States, as well as cancellations or delays of the ISS Russian Segment assembly sequence and/or any spacecraft launch dates in support of the ISS Program, and any other activities that cannot be controlled, foreseen or prevented through all available means by VJF (hereinafter " Force Majeure" ).

11.2 If VJF is prevented from, or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, VJF shall promptly notify SHI by telephone (to be confirmed in writing within fifteen (15) days of the inception of the delay) of the occurrence of a Force Majeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented, together with a good faith estimate of a revised completion date.

11.3 The period of performance of the Contract shall be extended by the duration of the Force Majeure Event and the time required for the correction of its consequences provided conditions of Article 11 hereof are met. If required, the Parties may agree to implement changes to the Contract price.

11.4 The Parties further agree that the waiver of liability with respect to VJF similar to that described above shall be also applicable when the Contract performance in whole or in part is delayed due to SHI' s failure to fulfill its obligations hereunder due to a Force Majeure Event.

11.5

In the occurrence of the event described in paragraph 11.1, VJF shall be entitled to such extension of the period of performance as may be required under the


Page 3 of 6

Contract No. SHI-SFS-03001

18 December 2003


circumstances, but under no circumstances shall the extension of the period of performance exceed the duration of the Force Majeure Event.

11.6 If the duration of a Force Majeure Event exceeds 6 (six) months, each Party may terminate t ...