AMENDMENT NO. 1

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                                                                    EXHIBIT 10.6

                                AMENDMENT NO. 1

                                       TO

                   EMPLOYMENT AND NON-INTEREFERENCE AGREEMENT

                 This Amendment No. 1 (the "Amendment") to the Employment and
Non-Interference Agreement dated as of April 1, 1997 (the "Employment
Agreement"), by and between SPACEHAB, Incorporated (the "Company") and Xxxxxxx
X. Xxxxxxxx ("Executive") is entered into as of this 15th day of January 1998.

                 WHEREAS, the Company and the Executive entered into the
Employment Agreement as of April 1, 1997; and

                 WHEREAS, the Company and the Executive  have decided to amend
the Employment Agreement in certain material respects; and

                 WHEREAS, said changes have been approved by the Company's
Compensation Committee.

                 NOW THEREFORE, in consideration of the mutual premises and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree to amend the Employment Agreement as follows:

                 1.  Term of Employment

                 Section 3(a) of the Employment Agreement is hereby amended to
strike the date "March 31, 2000" and to insert in lieu thereof "March 31,
2002."





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                 2.  Termination

                 Section 3(d) of the Employment Agreement is hereby amended to
strike the words "eighteenth month" in the final line of separately numbered
paragraph (i) under the definition of "Material Breach" and to insert in lieu
thereof the words "thirtieth month."

                 3.  Compensation

                 The first sentence of Section 4(a) of the Employment Agreement
is hereby deleted in its entirety and the following is hereby inserted in lieu
thereof:

                          "(a)    As base compensation for his services
                 hereunder, in bi-monthly installments, a base salary at a rate
                 in the first year of this Agreement of $275,000 per annum, in
                 the second year of the Agreement of $300,000 per annum, in the
                 third year of the Agreement of $325,000, in the fourth year of
                 the Agreement of $350,000 and in the fifth year of the
                 Agreement of $375,000."

                 In all other respects, the Employment Agreement shall remain
in full force and effect.

                 COMPANY:                     
                                              
                           SPACEHAB, Incorporated         
                                                          
                                                          
                           By: /s/ XXXXX X. XXXXX
                              --------------------------
                              Xxxxx X. Xxxxx                 
                              President                      
                                              
                                              
                 EMPLOYEE: 
                            /s/ XXXXXXX X. XXXXXXXX 
                           -----------------------------
                           Xxxxxxx X. Xxxxxxxx          
                                              




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