1
Exhibit 10.80

TITLE DATE

PURCHASING OFFICE - BUREAU DES ACHATS OSTEOPOROSISI EXPERIMENTS IN ORBIT 21-May-98

Space Sciences and Communications Division/
Division des Sciences aerospatiales des CONTRACT NO. BUYER ID
Communication 9F007 - 7- 6671- 6671/001/ST 003st
11 Laurier St./11, rue Laurie
11C1, Place du Portage
Hull, Quebec K1A 0S5 CLIENT REFERENCE NO.
9F007 - 7- 6671

REQUISITION REFERENCE NO. DATE
9F007 -7-6671 21-May-98

FILE NO.
003st. 9F007-7-6671
CONTRACT - CONTRAT

YOU ARE REQUESTED to sell to Her Majesty the
Queen in right of Canada, in accordance with
the terms and conditions set out herein,
referred to herein or attached hereto, the
supplies and/or services listed herein and
on any attached sheets at the price or
prices set out therefor.

FINANCIAL CODE(S)
0301 5410 1434 2331 62602

NOUS VOUS DEMANDONS de vendre a Sa Majeste
la Reine du chef du Canada, aux conditions
enoncees ou incluses par reference dans les
presentes, et aux annexes ci-jointes, les
articles et/ou les services enumeres dans
les presentes, et sur toute feu il le
ci-annexee, au(x) prix indique(s).

F.O.B. - F.A.B.
Destination

GST/HST-TPS/TVH DUTY- DROITS
See Herein Included

DESTINATION -OF GOODS AND SERVICES:

SPACE AGENCY
RM 8
100 SUSSEX DR.
OTTAWA
Ontario
K1A0R6
CANADA

INVOICES - ORIGINAL AND TWO COPIES
TO BE SENT TO: For complete
Invoicing Instructions refer to the
Method of Payment clause specified
herein:

ATTENTION: Rose Spirito

ADDRESS ENQUIRIES TO: ROSE SPIRITO

TELEPHONE NO FAX NO.
(819) 956-1389 (819) 997-2229

TOTAL ESTIMATED COST- CURRENCY TYPE-DEVISE
$570,000.00 USD

FOR THE MINISTER - POUR LE MINISTRE

The vendor hereby accepts/acknowledges this
contract. Le Foumisseur accepts le present
contract/en accuse reception.

SIGNATURE DATE

Name, tide of person authorized to sign
(type or print) Nom et titre du signataire
autorise (caractere d' impression)

COMMENTS - COMMENTAIRES
The Provision of Technical Support for STS-95
Osteoporosis Experiments in Orbit

Vendor Name and Address
Raison socials et adresse du fournisseur
X2987
SpaceHab, Inc.
1331 Gemini Avenue
Houston, Texas
77058
United States
PURCHASING OFFICE:
OSTEOPOROSISI EXPERIMENTS IN ORBIT 21-May-98

CONTRACT NO. BUYER ID
9F007 - 7- 6671/001/ST 003 st

CLIENT REFERENCE NO.
9F007 - 7- 6671

REQUISITION REFERENCE NO. DATE
9F007 -7-6671 21 - May-98

FILE NO.
003st. 9F007-7-6671

FINANCIAL CODE(S)
0301 5410 1434 2331 62602

F.O.B. - F.A.B.
Destination

GST/HST-TPS/TVH DUTY- DROITS
See Herein Included

DESTINATION -OF GOODS AND SERVICES:

CANADIAN SPACE AGENCY
RM 8
100 SUSSEX DR.
OTTAWA
Ontario
K1A0R6
CANADA

INVOICES - ORIGINAL AND TWO COPIES
TO BE SENT TO:
For complete Invoicing Instructions
refer to the Method of Payment
clause specified herein:

ATTENTION: Rose Spirito

ADDRESS ENQUIRIES TO: ROSE SPIRITO

TELEPHONE NO FAX NO.
(819) 956-1389 (819) 997-2229

TOTAL ESTIMATED COST- CURRENCY TYPE-DEVISE
$570,000.00 USD

FOR THE MINISTER - POUR LE MINISTRE

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - ID de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

CLAUSES AND CONDITIONS
4
SECTION A: INTRODUCTION
SECTION B: REQUIREMENT
SECTION C: AUTHORITIES
SECTION D: PAYMENT
SECTION E: OTHER TERMS AND CONDITIONS

SECTION A: INTRODUCTION

CONTRACT TITLE:

The Provision of Technical Support for STS-95
OSTEOPOROSIS EXPERIMENTS IN ORBIT

STANDARD INSTRUCTIONS AND CONDITIONS

REVISION OF DEPARTMENTAL NAME

Reference to the Minister of Supply and Services or to the Department of Supply
and Services contained in any term, condition or clause of this contract shall
be interpreted as a reference to the Minister of Public Works and Government
Services or to the Department of Public Works and Government Services, as the
case may be.

STANDARD ACQUISITION CLAUSES AND CONDITIONS MANUAL

All instructions, general terms, conditions and clauses identified herein by
title, number and date are set out in the Standard Acquisition Clauses and
Conditions (SACC) Manual, issued by the Department of Public Works and
Government Services (DPWGS), bearing Catalogue No. P60-4/1-1991E and revised as
of 16 February 1998.

The SACC Manual may be obtained from the Government of Canada, Communication
Co-ordination Services Branch, telephone (819) 9564800, and may also be viewed
on the Government Electronic Tendering Service (GETS), provided by MERX,
telephone: 1 - 800 - 964 - 6379, Internet Address: http : // www.merx.
cebra.com. m e r x . c e b r a . c o m .
5

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - ID de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

TERMS AND CONDITIONS OF CONTRACT

1. Pursuant to the Department of Public Works and Government Services Act,
S.C.1996, c.16,

(a) the general terms, conditions and clauses identified herein by
title, number and date, are hereby incorporated by reference
into and form part of this contract, as though expressly set
out herein, subject to any other express terms and conditions
herein contained.

(b) the "Conditions" set out in part B of the Standard
Instructions and Conditions DSS-MAS 9403-5 (09/97)
Professional and Research and Development Services set out in
the SACC Manual are hereby incorporated by reference into and
form part of this Contract.

GENERAL CONDITIONS. DSS-MAS 9624

General Conditions- Research and Development, DSS-MAS 9624(16/02/98), with the
following modifications, SHALL APPLY TO AND FORM PART OF THIS CONTRACT.

1. K341 OD (04/01/94) CANADA TO OWN FOREGROUND INFORMATION

2. K001 7C (04/01/94) General Conditions- Research and Development,
DSS-MAS 9624; and

3. SUPPLEMENTAL to articles 28 and 29 of General Conditions Research and
Development, DSS-MAS 9624(16/02/98):

1) The Contractor may, by giving written notice to Canada,
terminate this Contract:

a) in the event Canada delivers any payload described in the
Statement of Work so late beyond the mutually agreed upon
delivery date that the Contractor is unable to process such
payload in time to meet the launch schedule, or as a result of
breach by Canada if Canada has not cured the breach within a
reasonable time after written notice to Canada or immediately
in the case of a non-curable breach;

b) as a result of any action or inactions by NASA which prevents
the manifesting of the Exhibit A experiment on STS-95

2) Subject to subsection 3, upon the giving of a notice provided
for in paragraph (1) (a), the Contractor shall retain all
payments made by Canada to the date of termination and Canada
may be further liable for all costs incurred by the Contractor
as a result of such failure or breach of the Contract. Subject
to subsection 3, upon the giving of a notice provided for in
paragraph (1)(b), the Contractor shall be entitled to all
applicable payments hereunder received, plus the Integration
and Optional Services (if any) actual costs incurred up to the
time of termination, as well as termination charges which may
be imposed by third parties, such as NASA or subcontractors.

3) Notwithstanding anything in subsection (2), the total of the
amounts to which the Contractor is entitled under subsection
(2), together with any amounts paid or due or becoming due to
the Contractor under other provisions of the Contract, shall
not exceed the Contract Price."
6

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

SECTION B: REQUIREMENT

PRIORITY OF DOCUMENTS

The documents specified below form part of and are incorporated into this
Contract. If there is a discrepancy between the wording of any other document
which appears on the list, the wording of the document which first appears shall
prevail over the wording of any document which subsequently appears on the list:

1) these articles of agreement;

2) General Conditions- Research and Development, DSS-MAS 9624 (16102198);

3) Annex "A", Statement of Work

4) Annex "B", Disclosure Certification

5) Annex "C", Treasury Board Travel and Living Guidelines

6) Claim for Progress Payment, Form DSS 1111 (2/90)

7) The Contractor's proposal dated March 25, 1998 submitted to Public Works
and Government Services Canada (PWGSC) in response to the Request for
Proposal (RFP) dated March 18, 1998.

PERIOD OF CONTRACT

The Contract is in effect from (DATE OF AWARD PENDING PWGSC AUTHORIZATION) TO
DECEMBER 31. 1998 OR 30 DAYS FOLLOWING THE STS-95 LANDING. WHICHEVER IS LATER
inclusive.

PRIOR RIGHTS AND OBLIGATIONS

1. The Work undertaken by the Contractor from the 22 DAY OF OCTOBER, 1997 to
the date hereof shall be considered to have been undertaken solely in
support of its obligations and undertakings herein contained, and the
benefits of this Precontractual Work shall vest in and remain the property
of Canada from the date of the Contract. All rights moral and otherwise,
title, and interest in and to the technical data, intellectual property,
patents and trademarks, inventions and acquisitions, except as otherwise
provided in the Contract, shall be and are hereby transferred and assigned
irrevocably to Canada.

2. In consideration of the foregoing, the Contractor shall be paid a sum for
such Precontractual work calculated in accordance with the Basis of
Payment herein
7

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

and the said sum shall form part of Canada's liability to the Contractor as set
forth UNDER the Limitation of Expenditure.

STATEMENT OF WORK

The Contractor shall perform the Work as outlined in the Statement of Work
attached hereto as Annex "A" and in accordance with the Contractor's technical
and management portions of the Contractor's proposal dated March 25, 1998, and
forming part of this Contract.

DELIVERABLES:

All deliverables must be received by the Scientific Authority
on/before 31 DECEMBER 1998, OR 30 DAYS FOLLOWING THE STS-95 LANDING.
WHICHEVER IS LATER

The Contractor shall deliver to the Scientific Authority at the place and time
designated hereunder the sunder as detailed in the Statement of Work attached
hereto as Annex "A".

DELIVERABLES DELIVERY DATE
VARIOUS TASK REPORTS Dates as noted in Annex A
(refer to the Statement of Work)

POST FLIGHT REPORT -
FINAL/PROJECT REPORT on or before 31 December 1998, or
(see Item 1 hereunder) 30 DAYS FOLLOWING THE STS-95
LANDING, WHICHEVER IS LATER
DISCLOSURE CERTIFICATION
(see Item 2 hereunder)

The Contractor shall notify the Science Contracting Officer. in writing. once
these items have been delivered.
8

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

1. FINAL REPORT - (Post Flight Report)

A final report in electronic format with five (5) hard copies shall be
submitted to the Scientific AUTHORITY ON OR BEFORE 31 DECEMBER 1998, OR 30
DAYS FOLLOWING THE STS-95 LANDING, WHICHEVER IS LATER. It must be a
comprehensive report on all facets of the Work and must include sufficient
drawings, sketches, photographs and a discussion of problems and successes
associated with the Work to facilitate a full and accurate evaluation of
the Work by the Scientific Authority. The report will be prepared in
accordance with good engineering/professional practices and will include,
as a minimum, the following: a title page, a table of contents, an
executive summary, an introduction, a technical discussion with
conclusions and include, as applicable, supporting graphs, tables and
figures.

NOTE:

One copy of the title page of the final report shall be submitted to the Science
Contracting Officer.

DISCLOSURE CERTIFICATION

On completion of the Work under this Contract, the Contractor shall submit a
certification to the Scientific Authority and to the Science Contracting Officer
stating that all applicable disclosures were submitted or that there were no
disclosures to submit under section 22 of General Conditions - Research and
Development, DSS-MAS 9624. A copy of a Disclosures Certification is attached as
ANNEX "B".
9

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

3. GOVERNMENT FURNISHED HARDWARE/INFORMATION -

NON-CONSUMABLE EQUIPMENT AND MATERIAL
(Cross- reference with Annex "A", Statement of Work, Section 3.0
entitled "CANADIAN SPACE AGENCY RESPONSIBLILITIES")

The Crown will provide the Contractor with access to the appropriate
equipment required in performance of the work for this contract as noted
in Annex "A under item 3 "CANADIAN SPACE AGENCY RESPONSIBLILITIES".

The Contractor shall take reasonable and proper care of all non-consumable
equipment and material charged against this Contract while it is in the
possession of the Contractor. Concurrently with the submission of the
final report, the Contractor shall provide the Scientific Authority with a
detailed list of all such equipment and material and request disposal
instructions.

A copy of the list shall also be forwarded to the Science Contracting
Officer.

THE CONTRACTOR SHALL NOTIFY THE SCIENCE CONTRACTING OFFICER, IN WRITING, ONCE
THESE ITEMS HAVE BEEN DELIVERED.

INSPECTION AND ACCEPTANCE: WORK PERFORMED UNDER THIS CONTRACT SHALL BE SUBJECT
TO INSPECTION AND ACCEPTANCE BY THE SCIENTIFIC AUTHORITY DESIGNATED HEREIN.
10

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

provided that:

(a) the Contractor submits a claim for payment on form DSS-MAS 1111,
Claim for Progress Payment. A sample is attached as Annex "C";

(b) all of the certificates appearing on the said form are signed by the
respective persons indicated thereon or their delegate; and

2. The claim must show the following:

(a) amount currently claimed;

(b) total of all previous claims against the Contract and the extensions
of the total to date; Requisition Number (RN), Financial Code (FC),
and Contract Number as shown on page 1 of this Contract.

3. The Contractor shall prepare and certify an original and four (4) copies
of its claim on form DSS-MAS 1111. The claim will be forwarded to the
ScienceContracting Officer who will certify the claim and forward it to
the Scientific Authority for certification and payment.

4. The balance of the amount payable will be made following:

(a) delivery and acceptance of all deliverable items; (b) the approval
of the final claim by the Science Contracting Officer and by the
Scientific Authority.

5. Payment by Canada to the Contractor for the Work shall be made:

(a) In the case of a milestone payment other than the final payment,
within thirty (30) days following the date of receipt of a duly
completed milestone claim on form DSS-MAS 1111;

(b) in the case of a final payment, within thirty (30) days following
the date of receipt of a duly completed final milestone claim, on
form DSS-MAS 1111, or within thirty (30) days following the date on
which the Work is completed, whichever date is the later;
11

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

(c) if Canada has any objection to the form of the milestone claim, within
fifteen (15) days of its receipt, Canada shall notify the Contractor of
the nature of the objection. "Form of the claim" means a claim which
contains or is accompanied by such substantiating documentation as Canada
requires. Failure by Canada to act within fifteen (15) days will only
result in the date specified in subparagraphs 5(a) and (b) of this clause
applying for the sole purpose of calculating interest on overdue accounts.

SECTION E: OTHER TERMS AND CONDITIONS

WORK FORCE REDUCTION PROGRAMS

1. It is a term of this contract:

(a) that the Contractor has declared to the Contracting Authority
whether the Contractor has received a lump sum payment made pursuant
to any work force reduction program, including but not limited to
the Work Force Adjustment Directive, the Early Departure Incentive
Program, the Early Retirement incentive Program or the Executive
Employment Transition Program, which has been implemented to reduce
the public service;

(b) that the Contractor has informed the Contracting Authority of the
terms and conditions of that work force reduction program, pursuant
to which the Contractor was made a lump sum payment, including the
termination date, the amount of the lump sum payment and the rate of
pay on which the lump sum payment was based; and

(c) that the Contractor has informed the Contracting Authority of any
exemption in respect of the abatement of a contract fee received by
the Contractor under the Early Departure Incentive Program Order or
paragraph 4 of Policy Notice 1995-8, of July 28, 1995.

2. The Contractor represents and warrants that the information
submitted with its bid is accurate and complete. The Contractor
acknowledges that the Minister has relied upon such representation
to enter into this Contract. Such representation may be verified in
such manner as the Minister may reasonably require.

3. The Contractor acknowledges that in the event of a breach of such
covenant. the Minister shall have the right to rescind the Contract.

4. Nothing in this clause shall be interpreted as limiting the rights
and remedies which Canada or the Minister may otherwise have in
relation to or pursuant to this Contract.
12

Contract No. - N. du contest Amd. No. - N. de la modif. Buyer ID - Id de l'acheteur
9F007-7-6671/001/ST 003ST

Client Ref. No File No. - N. du dossier CCC Client ref. No. - CCC N. de reef. du client
9F007-7-6671 003ST9F007-7-6671

INTERNATIONAL SANCTIONS

1. Persons and companies in Canada are bound by economic sanctions imposed by
Canada by regulations passed pursuant to the United Nations Act,
R.S.C. 1985, c.U-2, the Special Economic Measures Act, S.C. 1992, c.
17 or the Export and Import Permits Act, R.S.C. 1985, c. E-19. As a
result, the Government of Canada cannot accept delivery of goods or
services that originate, either directly or indirectly, from the
countries subject to economic sanctions. As of this date, the
following regulations implement economic sanctions:

(a) United Nations Iraq Regulations;

(b) United Nations Libya Regulations;

2. It is a condition of this Standing Offer and of any ensuing
call-ups, if any, that the Offeror not supply to the Government of
Canada any goods or services which are subject to economic sanctions
as described in paragraph 1 above.

3. During the performance of any call-up under the Standing Offer,
should the addition of a country to the list of sanctioned countries
or the addition of a good or service to the list of sanctioned goods
and services prevent the Offeror from performing all or part of its
obligations pursuant to a call-up made against this Standing Offer,
the Offeror shall treat the situation as a force majeure. The
Offeror shall forthwith inform Canada of the situation and follow
the procedures applicable to force mature.

APPLICABLE LAWS

This Contract shall be interpreted and governed, and the relations between the
Parties, determined by the laws in force in ONTARIO.

C0101D 01/05/96 DISCRETIONARY AUDIT
13
ANNEX "A"
PAGE 1 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS ORBIT

1.0 INTRODUCTION

This project consists of a suite of three Canadian experiments examining the
effects of the space environment on bone cell activity utilising a Canadian bone
cell culture system (OSTEO). The hardware contractor, Millenium Biologix Inc.,
Kingston, Ontario, produces a commercial product that is being used to perform
the cell culture experiments and has adapted their terrestrial procedure for
spaceflight. As well, industry support has been attracted and Allelix
Biopharmaceuticals Inc., Mississauga, Ontario, is supporting its own experiment
and science team.

For STS-95, SPACEHAB has been contracted as sole agent by the National
Astronautics and Space Administration, NASA, to commercialize a portion of the
SPACEHAB resources on the Space Shuttle to all international partners as well as
others.

This document defines the Statement of Work for the integration of the OSTEO
hardware aboard the SPACEHAB mission STS-95 utilizing a MIDDECK locker, the
launch and operation of the OSTEO hardware by trained crew during orbit, return
of the hardware to the launch site and the de-integration of the OSTEO hardware
and return of hardware to the Crown.

SPACEHAB will provide, times, and locations set forth in the following document,
the supplies, and services described in the Statement of Work for a payload
chargeable mass not to exceed 35 kg.

2.0 TASKS

1. SPACEHAB SHALL PROVIDE THE NECESSARY FACILITIES, FUNCTIONS, AND
DOCUMENTATION FOR THE OPERATION OF THE OSTEO EXPERIMENTS ON BOARD STS-95.
SPACEHAB will negotiate and execute all agreements with NASA, which are
required to manifest OSTEO onboard STS-95 in the MIDDECK.

2. PROVISION OF OSTEO INTERFACE DEFINITION AND ANALYTICAL INTEGRATION.
SPACEHAB will assess the Crown-developed hardware data, performance
analyses, and SPACEHAB subsystem resource requirements and perform the
following experiment requirements and analysis tasks:
14
\ ANNEX "A"
PAGE 2 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

a) Development and maintenance of the core SPACEHAB/OSTEO Interface
Control Documents (ICD); the respective ICD Appendix A (Ground
Operations Interface Requirements); the respective ICD Appendix B
(Safety Verification Requirements); and the respective ICD Appendix
C (Flight Operations Interface Requirements).

b) Development of OSTEO stowage requirements.

c) Analysis of all OSTEO tesVanalytical data as they pertain to the
physical (structural) interface with a MIDDECK locker

d) Performance of OSTEO's mass/centre of gravity (c.g.) analysis:

e) Performance of OSTEO's materials analysis.

f) Performance of OSTEO's resource requirements assessment.

3. PROVISION OF MISSION ANALYTICAL INTEGRATION.

Based upon OSTEO's data and operational requirements, provided by the
Crown, SPACEHAB will locate OSTEO in a MIDDECK locker within the
Shuttle/SPACEHAB pressurised volume (with a compatible complement of
payloads), will integrate OSTEO's resource requirements and safety data
with those of other payloads, and will develop flight procedures and
timelines for operation of OSTEO in-orbit. Specifically, SPACEHAB will
perform the following mission integration tasks for the Crown:

a) Development of an integrated Mission Requirements and
AllocationsDocument (MRAD) which incorporates the MIDDECK or
SPACEHAB module and Shuttle mission resource requirements necessary
for successful imlementation of all of OSTEO's objectives.

b) Development and submittal to NASA of the required Shuttle programme
documentation data as they pertain to OSTEO's requirements for
Shuttle resources.
15
ANNEX "A"
PAGE 3 0F 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

c) DEVELOPMENT AND IMPLEMENTATION OF AN INTEGRATED CREW TRAINING PLAN which
includes documentation requirements for OSTEO's flight crew training,
scheduling of all OSTEO's crew training sessions with the NASA Training
Co-ordinator, Co-ordination of all OSTEO's training sessions with the
Crown OSTEO PROJECT MANAGER, and direction of all integrated timeline
training session at the SPACEHAB Payload Processing Facility (SPPF).

d) Development and production of a flight-qualified Experiment Operation/
checklist (EOC) for onboard use by the flight crew.

e) Development of OSTEO's crew activity timeline inputs for inclusion
by NASA in the integrated Shuttle Crew Activity Plan. and production
of a flight-qualified Experiment Operations Checklist (EOC) for
onboard use by the flight crew.

f) Integration of the Crown-provided OSTEO flight and ground safety
data

g) into mission safety packages for review by the NASA Flight and
Ground Payload Safety Review Boards.

h) Representation of the Crown and OSTEO to NASA at all NASA payload
integration process forums and meetings, payload safety reviews.

4. PROVISION OF HARDWARE PHYSICAL INTEGRATION AND REINTEGRATION.

This task involves the physical integration and Reintegration of the OSTEO
MIDDECK locker to the Shuttle MIDDECK interface bulkhead. SPACEHAB will provide
both the MIDDECK Locker and foam insert for the OSTEO MIDDECK Locker. (the Crown
will integrate the OSTEO experiment components into the SPACEHAB-provided
MIDDECK locker using SPACEHAB-provided foam.) The task also includes logistics
and ground operations planning, ground procedures development, integrated
schedule development, hardware physical installation and removal and the Crown
personnel accommodation. The physical payload integration activities not
performed by the Crown personnel in Canada associated with this function will be
performed either within the SPPF at Cape
16
ANNEX "A
PAGE 4 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

Canaveral, Florida or on the Kennedy Space Centre grounds. Specifically,
SPACEHAB will provide to the Crown the following services:

a) DESIGN AND FABRICATION OF THE FOAM REQUIRED TO SAFELY SECURE THE OSTEO
experiment inside a MIDDECK locker.

b) Coordination of shipping and receiving of OSTEO training hardware to and
from Canada to the SPPF, Marshall Space Flight Centre, or Johnson Space
Centre (JSC), wherever training activities may occur.

The Crown is responsible for shipping training hardware to the SPPF;
SPACEHAB is responsible for returning the training hardware to the Crown.
Customs coordination will be performed by SPACEHAB personnel. For training
activities at Johnson Space Centre or Marshall Space Flight Centre,
SPACEHAB personnel will arrange for transportation between the SPPF and
the specific training site. However, the hardware must not be out the SPPF
inventory for over 1 20 days.

c) Coordination of shipping and receiving of OSTEO flight hardware from
Canada to the Kennedy Space Centre, if the Crown is unable to perform
flight preparation activities in Canada.

The Crown is responsible for shipping flight hardware to and from the
SPPF. Customs coordination will be performed by SPACEHAB personnel.

d) Provision of a Customer Work Area at the SPPF, with the necessary security
and administrative/laboratory equipment for the Crown to control, store,
and prepare for flight all OSTEO parts, experiment materials and
supporting equipment. This provision will only be required if the Crown is
unable to perform flight preparation activities in

e) Provision of a Customer Work Area during the mission for the maintenance
by the Crown of the OSTEO ground control hardware and experiments.

f) Provision at the SPPF or JSC for access to a high fidelity mockup of the
MIDDECK or the SPACEHAB module for use in OSTEO interface checks and in
integrated timeline training with the flight crew.
17
ANNEX "A"
PAGE 5 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

g) INTEGRATION OF OSTEO MIDDECK LOCKER INTO SHUTTLE MIDDECK AND performance
of MIDDECK resource accommodations InterfaceVerification Test (IVT).

5. PROVISION FOR FLIGHT OPERATIONS SUPPORT

For the Flight Phase, SPACEHAB will provide accommodations for the
Crown management, technical, and scientific personnel in the Mission
Control Centre (MCC) at NASA's JSC. The following services will be
provided at the MCC:

a) Physical accommodations, orientation, and training for
personnel to monitor real-time operations during the
Pre-launch, Flight, and Post-landing phases of the STS-95
mission.

b) Voice and video data as required to monitor and control the
progress of OSTEO operations throughout the duration of the
mission.

c) Provision of a Mission Console Handbook which provides
administrative, technical, and logistics information about
OSTEO and other experiments aboard the SPACEHAB module as well
as about the cadre of NASA, the Crown, and SPACEHAB personnel
supporting the mission.

d) Administrative services for acquiring/copying and routing of
mission-related data and correspondence to local and remote
sites.

6. PROVISION OF SUPPORT TO POST-FLIGHT DATA ANALYSIS

SPACEHAB will provide or coordinate the timely provision (not more
than 30 days post-landing) of the required historical OSTEO flight
data including MIDDECK or SPACEHAB module environmental data and
as-flown timeline information in support of OSTEO post-flight
analysis activities.
18
ANNEX "A"
PAGE 6 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

7. PROVISION OF FURTHER SERVICES

SPACEHAB will acquire from NASA the following services required by the
Crown to achieve OSTEO's experimental objectives:

a) SPACEHAB will negotiate with NASA to have the OSTEO payload stowed
in a MIDDECK locker in the Orbiter MIDDECK.

b) Provision by SPACEHAB to arrange pre-launch baggage and customs
clearance for the Crown personnel at KSC.

c) Perform OSTEO e.g. and weight assessment and evaluation of
verification test documentation provided by the Crown personnel, at
KSC.

d) Provision by SPACEHAB of powered transport of the flight ready OSTEO
for late installation into the Launch Vehicle.

e) Provision by SPACEHAB of the installation of OSTEO into the MIDDECK
during the latest allowable period prior to Shuttle launch. This
includes the performance of an electrical Interface Verification
Test after OSTEO is installed in the MIDDECK locker.

f) Provision by SPACEHAB to perform an OSTEO experiment maintenance
procedure in the event of a scrub and a decision by the Crown to
maintain the OSTEO flight unit onboard the Launch Vehicle.

g) Provision by SPACEHAB of support to all the required launch
scrub/turnaround activities at the launch site.

8. PROVISION OF OSTEO PROJECT MANAGEMENT

SPACEHAB will provide the following OSTEO project management personnel and
methods to organize, schedule, and manage the provision of the services
previously described:
19
ANNEX "A"
PAGE 7 0F 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

a) SPACEHAB will designate a SPACEHAB Contract Development and Implementation
Manager (CDIM) who will be responsible for coordinating with the Crown all
financial, scheduling, implementation progress reporting and policy
matters relating to this contract. The CDIM will:

1. Coordinate SPACEHAB inputs to the development and maintenance
of this contract with the Crown personnel, as required.

2. Establish methods for communication of contract implementation
activities between Spacehab and the Crown (teleconferences,
email lists, key meetings).

b) SPACEHAB will designate a SPACEHAB OSTEO Payload Coordinator (PC)
for the OSTEO project. The PC will:

1. Be the principle SPACEHAB advocate for the successful flight
of OSTEO.

2. Be responsible for coordinating with SPACEHAB, the Crown, and
NASA, all technical points of contact and resources of all
SPACEHAB support related to the technical and operations
implementation of the services described above.

3. Be responsible for the identification and resolution of all
technical and operational issues pertaining to the flight of
the OSTEO payload.

9. PROVISION OF OSTEO PROJECT REPORTING

In order to facilitate the routine exchange of mission integration
and scheduling information and a team-oriented approach to problem
identification and resolution, the following methods of
communication will be established:

a) The PC will hold weekly (or as required) teleconferences with key
project participants to plan and/or assess status of integration
activities and to solve issues.
20
ANNEX "A"
PAGE 8 OF 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

b) The PC will develop and maintain a detailed, date specific OSTEO
Integration Milestones Template, which identifies all key deliverables as
well as all key mission preparation milestones.

c) The SPACEHAB CDIM will provide regular reports (verbal or written as
appropriate) to the Crown on the status of the OSTEO mission integration
activities.

3.0 CANADIAN SPACE AGENCY RESPONSIBILITIES

The Crown will provide, in a timely manner, (to be negotiated) the
following:

1. Timely selection and identification of all OSTEO hardware and materials
for flight. All OSTEO hardware and experiment materials shall conform to
established NASA payload safety requirements documentation and will be
subject to review and approval by the NASA Flight and Ground Safety Review
Boards.

2. Identification of a the Crown OSTEO Project Manager who will provide
timely coordination with the SPACEHAB PC in the development of the OSTEO
Experiment Requirements Document, Functional Objectives and flight and
ground operations protocols and procedures.

3. Timely delivery of the following Government Furnished Equipment

a) flight-ready OSTEO hardware complete with documentation b) OSTEO
hardware and materials to the SPPF for pre-flight processing.

4. Support to meetings, teleconferences, flight crew training sessions,
integrated mission simulations and real-time mission operations.

5. Designation of the Crown technical points of contact that will be
responsible for coordinating with SPACEHAB PC all technical activities to
be performed under this contract.
21
ANNEX "A"
PAGE 9 0F 9
STATEMENT OF WORK
OSTEOPOROSIS EXPERIMENTS IN ORBIT

4.0 LIST OF DELIVERABLES

The following are a list of deliverables required from SPACEHAB.

ITEM QUANTITY DUE DATE

1. Jointly signed agreement, COMMERCIAL REQUIREMENTS
DOCUMENT, between NASA and SPACEHAB to provide OSTEO
Space Shuttle Transportation on STS-95

2. SPACEHAB/OSTEO Interface Control Documents 3 copies March 31, 1998

3. Integrated Mission Requirements and Allocations
Documents

4. MISSION TRAINING PLAN

5. Flight-qualified Experiment Operations Checklist

6. Integration hardware as may be required for OSTEO
interfaces with MIDDECK locker. (i.e. foam packaging)

7. Customer Work Area at the SPPF.

8. Access to a high fidelity mockup of MIDDECK locker

9. Report on the Interface Verification Test.

10. Accommodation and orientation for the CROWN personnel
in the JSC MCC

11. Voice and video data required to monitor OSTEO
operations.

12. Historical OSTEO flight data including environmental
data from the MIDDECK locker location.

13. Mission Console Handbook. 5 copies

14. POST FLIGHT REPORT- Landing + 30 days. 5 copies

5.0 SCHEDULE

See SPACEHAB/OSTEO - INTEGRATED CONTROL DOCUMENTS (ICD)
22
ANNEX "B"
INTELLECTUAL PROPERTY DISCLOSURE CERTIFICATION

This form is to be completed and signed by the Contractor upon completion of the
contract and returned to:

ROSE SPIRITO, Science Contracting Officer Science Directorate,
Public Works and Government Services Canada Place du Portage,
Phase III, floor 11C1 11 Laurier Street,
Hull, Quebec K1A 0S5

Contract Title: The Provision of Technical Support for STS-95 OSTEOPOROSIS
EXPERIMENTS IN ORBIT"

Contract Number: 9F007-7-6671/001/ST the Crown-Client
Reference Number: 9F007-7-6671

It is a term of the referenced contract that, regardless of its ownership, all
Foreground Information' that could be Inventions' and all other Foreground
Information, shall be promptly and fully disclosed to Canada.

defined in the General Conditions identified in the Contract

CONSEQUENTLY, THE UNDERSIGNED, BEING A DULY AUTHORIZED OFFICER OF THE
CONTRACTOR, CERTIFIES THAT DURING THE TENURE OF THE CONTRACT (MARK APPROPRIATE
BOX):

[ ] No Foreground Information was conceived, developed or produced as part of
the Work and, therefore the Contractor has nothing to disclose.

[ ] All Foreground Information which was conceived, developed or produced as
part of the Work was fully disclosed and documented in the technical
reports delivered by the Contractor to the Technical Authority designated
in the Contract, and the Contractor has nothing further to disclose.

[ ] All Foreground Information conceived, developed or produced as part of the
Work by the Contractor is hereby fully disclosed in the attached document.

Signature:
--------------------------------

Print Name:
-------------------------------

Title:
----------------------------

COMPANY/CONTRACTOR NAME: SPACEHAB INC.

Date:
-----------------------------------