AMENDMENT  OF  SOLICITATION/MODIFICATION  OF CONTRACT          PAGE 1 OF 2 PAGES

1.  CONTRACT  ID  CODE   U

2.  AMENDMENT/MODIFICATION  NO.   3.  EFFECTIVE  DATE
   U00001                          09  JUL  2003

4.  REQUISITION/PURCHASE  REQUEST  NO.     5.  PROJECT  NO.  (if  applicable)

6.  ISSUED  BY                     CODE:  HQ0006
   MISSILE  DEFENSE  AGENCY  (MDA)
   7100  DEFENSE  PENTAGON
   WASHINGTON  DC  20301-7100

7.  ADMINISTERED  BY  (If  other  than  Item  5)   CODE:  S0514A
   DCMA  SAN  DIEGO
   7675  DAGGET  STREET
   SUITE  100/200
   SAN  DIEGO  CA  92111-2241

8.  NAME  AND  ADDRESS  OF CONTRACTOR (Street, city, county, state and zip code)
   SPACEDEV,  INC.
   RICHARD  SLANSKY
   13855  STOWE  DRIVE
   POWAY,  CA  92064

   CODE:  1J2T1   FACILITY  CODE:

9A.  AMENDMENT  OF  SOLICITATION  NO.

9B.  DATED  (SEE  ITEM  11)

10A.  MOD.  OF  CONTRACT/ORDER  NO.
     HQ0006-03-C-0146

10B.  DATED  9SEE  ITEM  13)
     06  AUG  2003

11.  THIS  ITEM  ONLY  APPLIES  TO  AMENDMENTS  OF  SOLICITATIONS
    [  ]  The  above  numbered  solicitation is amended as set forth in Item 14.
    The  hour  and  date  specified  for  receipt  of  Offer
    [  ]  is  extended,  [  ]  is  not  extended.
    Offer  must  acknowledge  receipt  of  this  amendment prior to the hour and
    date  specified  in  the  solicitation or as amended by one of the following
    methods:  (a)  By completing Items 8 and 15, and returning ___ copies of the
    amendment;  (b)  By  acknowledging receipt of this amendment on each copy of
    the  offer  submitted;  or (c) By separate letter or telegram which includes
    a  reference  to  the  solicitation  and  amendment numbers. FAILURE OF YOUR
    ACKNOWLEDGMENT  TO  BE  RECEIVED  AT THE PLACE DESIGNATED FOR THE RECEIPT OF
    OFFERS  PRIOR  TO  THE  HOUR  AND  DATE SPECIFIED MAY RESULT IN REJECTION OF
    YOUR  OFFER.  If  by  virtue of this amendment you desire to change an offer
    already  submitted,  such change may be made by telegram or letter, provided
    each  telegram  or  letter  makes  reference  to  the  solicitation and this
    amendment,  and  is  received  prior to the opening hour and date specified.

12.  ACCOUNTING  AND  APPROPRIATION  DATA  (if  required)

13.  THIS  ITEM  APPLIES  ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES
    THE  CONTRACT/ORDER  NO.  AS  DESCRIBED  IN  ITEM  14.

[  ]  A.  THIS  CHANGE  ORDER  IS  ISSUED  PRUSUANT  TO: (Specify authority) THE
       CHANGES  SET  FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM
       10A.

[  ]  B.  THE  ABOVE  NUMBERED  CONTRACT/ORDER  IS  MODIFIED  TO  REFLECT  THE
       ADMINISTRATIVE  CHANGES  (such as change sin paying office, appropriation
       date,  etc.)  SET  FORTH  IN  ITEM  14,  PURSUANT TO THE AUTHORITY OF FAR
       43.103(B).

[  ]  C.  THIS  SUPPLMENTAL  AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

[X]  D.  OTHER  (specify  type  of  modification  and  authority)
       BILATERAL  PURSUANT  TO  MUTUAL  AGREEMENT  OF  THE  PARTIES.

    E.  IMPORTANT:  Contractor [ ] is not, [x] is required to sign this document
       and  return  __3__  copies  to  the  issuing  office.

14.  DESCRIPTION  OF  AMENDMENT/MODIFICATION (Organized by UCF section headings,
    including  solicitation/contact  subject  matter  where  feasible.)

    The  purpose  of  this  modification  is to reduce the CLIN 0001 ceiling and
    increase  the  CLIN  0002  ceiling  to  support  the  purchase  of  software
    pursuant  to  the  Special  Contract Requirements Clause H-7 "Acquisition of
    Facilities".  The  total contract value remains unchanged at $800,000.  This
    modification  also  revises  the  period  of performance from July 9, 2003 -
    January  8,  2004 to July 9, 2003 - February 29, 2004 at no additional costs
    to  the  Government.

    Except  as  provided  herein,  all  terms  and  conditions  of  the document
    referenced  in  Item 9A or 10A, as heretofore changed, remains unchanged and
    in  full  force  and  effect.

15A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)

15B.  NAME  OF  CONTRACTOR/offeror                   15C.  DATE  SIGNED
     BY  (signature  of  person  authorized  to  sign)

16A.  NAME  AND  TITLE  OF  CONTRACTING  OFFICER

     TEL:                             EMAIL:

16B.  UNITED  STATES  OF  AMERICA                     16C.  DATE  SIGNED
     BY  (signature  of  contracting  officer)

STANDARD  FORM  30

SECTION  SF  30  BLOCK  14  CONTINUATION  PAGE

SUMMARY  OF  CHANGES


SECTION  B  -  SUPPLIES  OR  SERVICES  AND  PRICES

The purpose of this modification is to decrease the CLIN 0001 cost and fixed fee
amounts in the amount of $11,990 and reallocate that amount to CLIN 0002 for the
purchase  of  software.  This  modification  changes the detailed description of
CLIN  0002  -  Other  Direct  Costs,  from  "Travel" to "Travel and Other Direct
Costs".  Additionally,  the  period  of performance for this contract is revised
from  July  9,  2003 - January 8, 2004 to July 9, 2003 - February 29, 2004 at no
additional  cost  to  the  Government.

        CLIN  0001
                The  estimated/max  cost  has  decreased  by  $11,000.00  from
$724,090.00  to  $713,090.00.
                The  fixed  fee  has  decreased  by  $990.00  from $65,168.00 to
$64,178.00.
                The  total  cost  of  this line item has decreased by $11,990.00
from  $789,258.00  to  $777,268.00.

        CLIN  0002
              The  detailed  description  for  this  line  item has changed from
"travel"  to  "travel  and  other  direct  costs"
     The  estimated/max  cost  has  increased  by  $11,990.00 from $10,742.00 to
$22,732.00.
              The  total cost of this line item has increased by $11,990.00 from
$10,742.00  to  $22,732.00.

The  total  value  of  this  contract  remains  unchanged  at  $800,000.

Except  as  provided  herein,  all  other  terms and conditions of this contract
remain  unchanged  and  in  full  force  and  effect.

(End  of  Summary  of  Changes)