European Marketing Agreement

Revised Draft: 11 June 1998


SPACEHAB, INC. AND


INTOSPACE GmbH


EUROPEAN MARKETING AGREEMENT 2 This Agreement is made and entered into on this __ day of _________ 1998, by and between SPACEHAB, Inc., a corporation organized under the laws of the State of Washington, United States of America with its principal place of business located at 1595 Spring Hill Road, Vienna, Virginia 22182 (hereinafter referred to as "SPACEHAB") and INTOSPACE, GmbH, a corporation organized under the laws of the Federal Republic of Germany with its principal offices located at Sophienstrasse 6, D-30159 Hannover, Germany (hereinafter referred to as "INTOSPACE").


Since 1989 SPACEHAB and INTOSPACE have maintained a close and mutually beneficial relationship in marketing research payload flight opportunities on SPACEHAB's Space Shuttlebased carriers to user organizations in Europe.


SPACEHAB, following consultations with its European partners Alenia Aerospazio and Daimler-Benz Aerospace, and INTOSPACE, following consultations with its Steering Board, now seek to enhance their relationship by concluding a new marketing Agreement to replace the "Exclusive European Broker Agreement" entered into on February 15, 1989.


This Agreement is intended to focus INTOSPACE's marketing efforts on attracting additional European customers for research payload flight opportunities on SPACEHAB's Shuttle-based carriers, particularly customers from the industrial and national government sectors. In so doing, SPACEHAB and INTOSPACE hope to promote increased microgravity research and prepare for scientific and commercial utilization of the International Space Station.


ARTICLE I -- RESPECTIVE RESPONSIBILITIES


In implementing this Agreement, INTOSPACE shall act as the principal European agent for SPACEHAB in the marketing of research opportunities on SPACEHAB's Space Shuttle-based carriers.


In carrying out its responsibilities, INTOSPACE shall:


- - Market Space Shuttle research payload flight opportunities on SPACEHAB's
Shuttle-based carriers to prospective customers in the European territory
as defined in Article III below.


- - Establish a new SPACEHAB-INTOSPACE Joint Customer Support Office as
described in Article II below.


- - Assist SPACEHAB in meeting current customer requirements for technical
information.


- - Conduct accommodation studies for potential new customers within the
capabilities of the Joint Office.


- - Assist SPACEHAB in concluding contracts with European customers of SPACEHAB
research flight services consistent with customer requests. 3 - - Promote enhanced European and international microgravity research through
continued publication and distribution of the INTOSPACE "Low G" journal on
a quarterly basis including SPACEHAB special editions for international
missions provided the Joint Office planned target budget (discussed in
Article II, below) is reached.


- - Promote SPACEHAB research payload flight opportunities to the European
market through:


- Distribution of a bimonthly newsletter "INTOSPACEHAB"


- Participation in European exhibitions, workshops and symposia.


- Periodic presentations to key European government and industry
decision-makers.


In carrying out its responsibilities, SPACEHAB shall:


- - Keep INTOSPACE informed regarding confirmed and prospective research
payload flight opportunities for SPACEHAB's Shuttle-based carriers.


- - Ensure INTOSPACE has current information regarding SPACEHAB pricing,
accommodation requirements and procedures and other relevant technical
information.


- - Pay INTOSPACE marketing fees for executed contracts in accordance with the
conditions and fee structure discussed in Article V below.


- - Assist INTOSPACE in its European marketing activities through:


- Technical support for accommodations studies and proposal preparation.


- Provision of SPACEHAB marketing literature, exhibition support and
other materials.


- Participation of SPACEHAB personnel in selected workshops, symposia,
marketing meetings and presentations to key European decision-makers
within available marketing and sales resources.


- - Support the SPACEHAB-INTOSPACE Joint Customer Support Office by
periodically arranging for SPACEHAB personnel to visit and temporarily work
at the Office in connection with SPACEHAB's customer support and marketing
activities.


- - Distribute the quarterly INTOSPACE "Low G" journal to interested
organizations in the United States. 4
ARTICLE II -- JOINT EUROPEAN CUSTOMER SUPPORT OFFICE


In support of this marketing Agreement and as noted above, INTOSPACE will establish a Joint SPACEHAB-INTOSPACE Customer Support Office in The Netherlands as agreed in the Share Purchase Agreement dated ______.


The activities of the Joint Customer Support Office will begin operations on September 1, 1998 and continue through June 2001. During the third year of operations, INTOSPACE and SPACEHAB will review the current status and accomplishments of the Joint Customer Support Office to determine whether and under what conditions the Joint Office should be continued.


INTOSPACE and SPACEHAB will jointly recruit a manager for the Joint Office. In this new capacity, the Joint Office manager will carry a business card representing the Joint Customer Support Office.


To guide the operation of the Joint Customer Support Office, INTOSPACE and SPACEHAB will prepare an office operations plan. This plan will include a baseline office budget as well as a target budget for the three-year period. The baseline and target budget figures will be based on the estimates developed by INTOSPACE and SPACEHAB in March 1998. The office operations plan will also elaborate on INTOSPACE's planned marketing activities on SPACEHAB's behalf. The operations plan will be completed no later than August 30, 1998 and will be reviewed annually in June.


INTOSPACE's Managing Director and SPACEHAB's Vice President for Marketing and Sales will be jointly responsible for the overall direction of the Joint Customer Support Office, and for approval review and changes to the joint office operations plan. Both representatives must approve the annual office operations plan, and any amendments thereto.


INTOSPACE will be responsible for providing office space and other necessary services, and for all expenses associated with the operation of the Joint Office. SPACEHAB's sole contribution to these expenses will be made through SPACEHAB's purchase of INTOSPACE shares as set forth in Paragraph 1.4 of the SPACEHAB/INTOSPACE Share Purchase Agreement dated _____________.


INTOSPACE and SPACEHAB will each maintain general liability insurance to cover the acts of their respective employees who support the activities of the Joint Customer Support Office and other related SPACEHAB marketing activities in Europe.


ARTICLE III -- MARKETING TERRITORY


For the purposes of this Agreement, the marketing activities will be performed in Europe, which shall be defined as the geographic territory of the member nations of the European Union as of January 1, 1998 plus Switzerland and Norway. These European Union member states are Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain, Sweden, and the United Kingdom.


ARTICLE IV -- NON-EXCLUSIVITY


INTOSPACE will be SPACEHAB's principal European Shuttle microgravity flight opportunity marketing agent. In this role, INTOSPACE shall promote and market research payload flight opportunities on SPACEHAB's shuttle-based carriers on a non-exclusive basis throughout the European territory. 5 SPACEHAB reserves the right to establish additional marketing arrangements with, and to place contracts through, other European companies in order to expand its marketing presence in Europe. SPACEHAB will consult with INTOSPACE prior to concluding any new European marketing arrangements. SPACEHAB will also take into account concrete, pre-existing business arrangements that INTOS ...