AWARD/CONTRACT                                             PAGE  1  OF  16 PAGES

1.  THIS  CONTRACT  IS  A  RATED  ORDER  UNDER  DPAS  (15  CFR  350)   RATING:

2.  CONTRACT  (Proc.  Inst.  Ident.)  NO.   3.  EFFECTIVE  DATE
   HQ0006-03-C-0146                       09  JUL  2003

4.  REQUISITION/PURCHASE  REQUEST/PROJECT  NO.

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

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

7.  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:

8.  DELIVERY  [  ]  FOB  ORIGIN  [X]  OTHER  (see  below)

9.  DISCOUNT  FOR  PROMPT  PAYMENT

10.  SUBMIT  INVOICES  (4  copies  unless  otherwise  specified)   ITEM
    TO  THE  ADDRESS  SHOWN  IN:

11.  SHIP  TO/MARK  FOR   CODE:
    SEE  SCHEDULE

12.  PAYMENT  WILL  BE  MADE  BY               CODE:  HQ0339
    DFAS/CO-WEST  ENTITLEMENT  OPERATIONS
    PO  BOX  182381
    3990  EAST  BROAD  STREET  BLDG  21
    COLUMBUS  OH  43218-2381

13.  AUTHORITY  FOR  USING  OTHER  THAN  FULL  AND  OPEN  COMPETITION:
    [  ]  10  U.S.C.  2304(c)(   )   [  ]  41  U.S.C.  253(c)(   )

14.  ACCOUNTING  AND  APPROPRIATION  DATA
    SEE  SCHEDULE

15A.  ITEM  NO.   15B.  SUPPLIES/SERVICES   15C.  QUANTITY   15D.  UNIT
                     SEE  SCHEDULE

15E.  UNIT  PRICE   15F.  AMOUNT   15G.  TOTAL  AMOUNT OF CONTRACT:  $800,000.00

16.  TABLE  OF  CONTENTS
    X  SEC.  DESCRIPTION                           PAGES
    ----------------------------------------------------
        --  PART  I.  -  THE  SCHEDULE  --
    X  A   SOLICITATION/CONTRACT  FORM            1
    X  B   SUPPLIES  OR  SERVICES  AND  PRICES/COSTS  2-3
    X  C   DESCRIPTION/SPECS/WORK  STATEMENT      4
    X  D   PACKAGING  AND  MARKING                 5
    X  E   INSPECTION  AND  ACCEPTANCE             6
    X  F   DELIVERIES  OR  PERFORMANCE             7
    X  G   CONTRACT  ADMINISTRATION  DATA          8-9
    X  H   SPECIAL  CONTRACT  REQUIREMENTS         10-13
        --  PART  II  -  CONTRACT  CLAUSES  --
    X  I   CONTRACT  CLAUSES                      14-16
        --  PART  III  -  LIST  OF  DOCUMENTS,  EXHIBITS  AND  OTHER ATTACHMENTS
       J   LIST  OF  ATTACHMENTS
        --  PART  IV  -  REPRESENTATIONS  AND  INSTRUCTIONS
       K   REPRESENTATIONS,  CERTIFICATIONS  AND  OTHER  STATEMENTS  OF OFFERORS
       L   INSTR.,  CONDS.,  AND  NOTICES  TO  OFFERORS
       M   EVALUATION  FACTORS  FOR  AWARD

CONTRACTING  OFFICER  WILL  COMPLETE  ITEM  17  OR  18  AS  APPLICABLE

17.  [  ]  CONTRACTOR'S  NEGOTIATED  AGREEMENT  (Contractor  is required to sign
    this  document  and  return  ___  copies  to  issuing  office.)
    Contractor  agrees  to  furnish  and  deliver  all  items or perform all the
    services  set  forth  or  otherwise identified above and on any continuation
    sheets  for  the consideration stated herein.  The rights and obligations of
    the  parties  to  this  contract  shall  be  subject  to and governed by the
    following  documents:  (a)  this  award/contract,  (b)  the solicitation, if
    any,  and  (c)  such  provisions,  representations,  certifications,  and
    specifications,  as  are  attached  or  incorporated  by  reference  herein.
    (Attachments  are  listed  herein.)

18.  [  ]  AWARD  (Contractor  is  not  required  to  sign  this  document.)
    Your  offer  on  Solicitation  Number ___ including the additions or changes
    made  by  you  which  additions  or  changes are set forth in full above, is
    hereby  accepted  as  to  the  items  listed  above  and on any continuation
    sheets.  This  award  consummates  the  contract  which  consists  of  the
    following  documents:  (a) the Government's solicitation and your offer, and
    (b)  this  award/contract.  No  further  contractual  document is necessary.

19A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)

19B.  NAME  OF  CONTRACTOR                           19C.  DATE  SIGNED
     BY  (signature  of  person  authorized  to  sign)

20A.  NAME  AND  TITLE  OF  CONTRACTING  OFFICER

     TEL:                             EMAIL:

20B.  UNITED  STATES  OF  AMERICA                     20C.  DATE  SIGNED
     BY  (signature  of  contracting  officer)

STANDARD  FORM  26


Section  B  -  Supplies  or  Services  and  Prices




   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
                       0001          4,267     Labor Hours
     Micro  Satellite  Experiment
     CPFF
     The  contractor  shall  commence  design  of  a  distibuted  sensing  Micro
Satellite  experiment  as  identified  in the Statement of Work at attachment 1.

                                                  ESTIMATED COST     $724,090.00
                                                        FIXED FEE     $65,168.00
                                            TOTAL EST COST + FEE     $789,258.00
                                                                     -----------


FOB:  Destination




   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
                     0002          10,742     Dollars, U.S.
     Other  Direct  Costs
     CPFF
     Travel

                                                   ESTIMATED COST     $10,742.00
                                                             FIXED FEE     $0.00
                                             TOTAL EST COST + FEE     $10,742.00
                                                                      ----------


FOB:  Destination




   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
                                            0003          1     Lot          NSP
     Data  and  Reports
     CPFF
     Provide  data  and  reports for CLIN 0001 in accordance with CDRLs, DD Form
1423-1  (Exhibit  A)

                                                        ESTIMATED COST     $0.00
                                                             FIXED FEE     $0.00
                                                  TOTAL EST COST + FEE     $0.00
                                                                           -----


FOB:  Destination

CLAUSES  INCORPORATED  BY  FULL  TEXT


B-1     ESTIMATED  COST  AND  FIXED  FEE

     The  total  estimated  cost  and  fixed  fee  of  this  contract  are:

     Estimated  Cost:               $734,832
     Fixed  Fee:               $  65,168
     Estimated  Cost  Plus  Fixed  Fee:     $800,000

B-2     CONTRACT  TYPE  (JAN  2001)

     This is a Cost-Plus-Fixed-Fee, Completion contract with a 6-month period of
performance.

B-3     PAYMENT  OF  FIXED  FEE  (JAN  2001)

     The  Government will make payments to the Contractor when requested as work
progresses  in  accordance  with  Federal Acquisition Regulation (FAR) 52.216-7.
The Contractor shall invoice the fee based on the cumulative percentage of DPLHs
performed.  Fee  shall  be payable, subject to other provisions of FAR 52.216-8,
"Fixed  Fee",  in  amounts  commensurate  with the percentage of DPLHs performed
relative  to the quantity of DPLHs ordered by the Government pursuant to Special
Contract  Requirement  H-1,  Level  of  Effort,  as  specified in Provision G-9,
"Accounting  and  Appropriation  Data".


<PAGE>
Section  C  -  Descriptions  and  Specifications

CLAUSES  INCORPORATED  BY  FULL  TEXT


C-1     SCOPE  OF  WORK  (JAN  2001)

     The  Contractor  shall  perform  the  work  specified  in  the SOW or other
Attachments  and  Exhibits  in Section J of this contract, and shall provide any
material,  equipment,  and  facilities  incidental  to  performance.



C-2     TECHNICAL  REPORTS  AND  OTHER  DELIVERABLES  (JAN  2001)

     a.  The  Contractor  shall  submit  all  reports  and other deliverables in
accordance  with  the delivery schedule set forth in Section F, and the attached
Contract  Data  Requirements  Lists,  DD  Form  1423-1.

     b.  Reports  delivered by the Contractor in the performance of the contract
shall be considered Technical Data, as defined in DFARS 252.227-7013, "Rights in
Technical  Data  --  Noncommercial  Items."

     c.  Bulky reports shall be mailed by other than first-class mail unless the
urgency  of submission requires use of first-class mail.  In this situation, one
copy shall be mailed first-class and the remaining copies forwarded by less than
first-class.

     d.  The following information shall be provided with all reports.  However,
if  the  report incorporates a BMDO logo or letterhead, this information will be
provided  on  a  severable cover sheet and not on the same sheet of paper as the
BMDO  logo  or  letterhead.

     CONTRACT  NUMBER                    NAME  OF  CONTRACTOR

     CONTRACT  EXPIRATION  DATE          CONTRACTOR'S  PROJECT
     AND  TOTAL  DOLLAR  VALUE               DIRECTOR  AND  PHONE  NUMBER

     SHORT  TITLE  OF  CONTRACT  WORK          GOVERNMENT  SPONSOR

e.  All  reports  generated  under  this  contract  will  contain  the following
disclaimer  statement  on  the  cover  page:

The  views,  opinions,  and  findings  contained in this report are those of the
author(s)  and  should  not  be  construed  as an official Department of Defense
position,  policy,  or  decision,  unless  so  designated  by  other  official
documentation.

     f.  Except  as  provided  by  the Contract Data Requirements Lists, DD Form
1423-1,  Exhibit  A,  and the Contract Security Classification Specification, DD
Form 254, the distribution of any contract report in any stage of development or
completion  is  prohibited  without  the  approval  of  the Contracting Officer.

<PAGE>
Section  D  -  Packaging  and  Marking

CLAUSES  INCORPORATED  BY  FULL  TEXT


D-1     PACKAGING  AND  MARKING  OF  TECHNICAL  DATA  (JAN  2001)

     Technical  data  items  shall be preserved, packaged, packed, and marked in
accordance with the best commercial practices to meet the packaging requirements
of  the  carrier  and  insure  safe  delivery  at  destination.

<PAGE>
Section  E  -  Inspection  and  Acceptance


INSPECTION  AND  ACCEPTANCE  TERMS

E-1     FAR  52.252-2  CLAUSES  INCORPORATED  BY  REFERENCE  (FEB  1998)
        ----------------------------------------------------------------

     This  contract incorporates one or more clauses by reference, with the same
force and effect if they were given in full text.  Upon request, the Contracting
Officer  will  make  their full text available.  Also, the full text of a clause
may  be  accessed  electronically  at  this address: http://farsite.hill.af.mil/
                                                     ---------------------------

A.     FEDERAL  ACQUISITION  REGULATION  (48  CFR  CHAPTER  1)
       -------------------------------------------------------

CLAUSE  NO.                    TITLE                              DATE

52.246-5                    Inspection  of Services - Cost Reimbursement     APR
1984

B.     DEPARTMENT  OF  DEFENSE  FEDERAL  ACQUISITION  REGULATION
       ---------------------------------------------------------
SUPPLEMENT  (48  CFR  CHAPTER  2)
---------------------------------

CLAUSE  NO.                    TITLE                              DATE

252.246-7000                    Material  Inspection  and  Receiving  Report
DEC  1991

E-2     INSPECTION  AND  ACCEPTANCE
        ---------------------------

     Final  inspection  and  acceptance of the work called for herein will be by
the  Contracting  Officer's  Representative  (COR)  at:

     Office  of  the  Secretary  of  Defense
     Missile  Defense  Agency  (MDA/AS)
     7100  Defense  Pentagon
     Washington  DC  20301-7100


<PAGE>
Section  F  -  Deliveries  or  Performance


CLAUSES  INCORPORATED  BY  FULL  TEXT


F-1     FAR  52.252-2     CLAUSES  INCORPORATED  BY  REFERENCE  (FEB  1998)
        -------------     -------------------------------------------------

     This  contract incorporates one or more clauses by reference, with the same
force and effect if they were given in full text.  Upon request, the Contracting
Officer  will  make  their full text available.  Also, the full text of a clause
may  be  accessed  electronically  at  this address:  HTTP://FARSITE.HIL.AF.MIL/
                                                      --------------------------


          FEDERAL  ACQUISITION  REGULATION  (48  CFR  CHAPTER  1)
          -------------------------------------------------------

CLAUSE  NO.                    TITLE                         DATE
-----------                    -----                         ----

52.242-15                    Stop-Work  Order                    AUG  1989
                         Alternate  I

52.247-34                    F.O.B.  Destination               NOV  1991

F-2     DELIVERY  SCHEDULE/PERIOD  OF  PERFORMANCE  (JAN  2001)
        -------------------------------------------------------

     The  Contractor  shall accomplish the work required by CLIN 0001for the SOW
for  a  period  of  six  months  after  the  effective  date  of  the  contract.


<PAGE>
Section  G  -  Contract  Administration  Data


CLAUSES  INCORPORATED  BY  FULL  TEXT


G-1     FAR  52.252-2     CLAUSES  INCORPORATED  BY  REFERENCE  (FEB  1998)

     This  contract  incorporates one or more clauses by reference with the same
force  and  effect  as  if  they  were  given  in  full text.  Upon request, the
Contracting Officer will make their full text available.  Also, the full text of
a  clause  may  be  accessed  electronically  at  this  address:
HTTP://FARSITE.HILL.AF.MIL/
                      -----

     DEPARTMENT  OF  DEFENSE  FEDERAL  ACQUISITION  REGULATION
     SUPPLEMENT  (48  CFR  CHAPTER  2)

CLAUSE  NO.                    TITLE                    DATE
----------                     -----                    ----

252.242-7000                    Postaward  Conference          DEC  1991

G-2     CONTRACT  ADMINISTRATION  (JAN  2001)

     Administration  of  this contract will be performed by the cognizant office
indicated  on  the cover page of the award document.  No changes, deviations, or
waivers  shall  be  effective without a modification of the contract executed by
the  Contracting  Officer or his duly authorized representative authorizing such
changes,  deviations,  or  waivers.



G-3     IDENTIFICATION  OF  CORRESPONDENCE  (JAN  2001)

     All correspondence and data submitted by the Contractor under this contract
shall  reference  the  contract  number.



G-4     TAXPAYER  IDENTIFICATION  NUMBER  (TIN)  (JAN  2001)

     The Contractor's taxpayer identification number is 84-1374613.  This number
                                                        ----------
shall  appear  in the space identifying the Contractor in the appropriate blocks
of  contract  forms  and  billing  submittals.



G-5     PATENT  INFORMATION  (JAN  2001)

     Patent  information,  in  accordance  with FAR 52.227-11, "Patent Rights --
Retention  by  the Contractor (Short Form)," or FAR 52.227-12, "Patent Rights --
Retention  by  the  Contractor  (Long  Form),"  shall  be  forwarded through the
Procuring  Contracting  Officer  to:

          Office  of  the  Secretary  of  Defense
          Missile  Defense  Agency
          7100  Defense  Pentagon,  MDA/GC
          Washington,  DC  20301-7100



G-6     SUBMISSION  OF  VOUCHERS  (JAN  2001)

     a.  The  Contractor's  vouchers  for  costs  incurred shall be submitted in
quadruplicate  to the cognizant DCAA office for review and provisional approval.

     b.  Final payment shall be made in accordance with FAR 52.216-7, "Allowable
Cost  and Payment."  The Contractor shall establish compliance with all terms of
the  contract  by  submitting  a  signed  copy  of  the  Material Inspection and
Receiving  Report  (DD  Form  250)  or  Letter  of  Transmittal,  as applicable.

G-7     REMITTANCE  ADDRESS

     Payment  of  invoices  furnished  by  the  Contractor  shall be sent to the
following  address:

     SpaceDev  Corporation
     ---------------------
     13855  Stowe  Drive
     -------------------
     Poway,  CA  92064
     -----------------
     Attn:  Controller
     -----------------

     The  following  information is provided pursuant to FAR 52.232-33, "Payment
by  Electronic  Funds  Transfer - Central Contractor Registration, Section I (if
applicable):

     _________________

     _________________

     _________________

G-8     ALLOTMENT  OF  FUNDS

     The  total  amount  of  funds  available  under  CLINs 0001and 0002 will be
detailed  in  Section/Paragraph  G-9,  Accounting  and  Appropriation  Data.

G-9     ACCOUNTING  AND  APPROPRIATION  DATA

     ACRN:               AA
     ACCT  CLASS:          9730400.2520  40603175C  2525  012123  BMDO0135335094
     AMOUNT:          $800,000   (INCREASE)
     ACRN  TOTAL:          $800,000

<PAGE>
Section  H  -  Special  Contract  Requirements

CLAUSES  INCORPORATED  BY  FULL  TEXT



H-1     TRAVEL  AND  TRAVEL  COSTS  (JAN  2001)

     a.  Travel.  All  contractor  travel (non-local) under this contract (other
than  extended  commuting  travel  as  defined under paragraph c. below) must be
approved  in  advance  by the Contracting Officer's Representative (COR) through
the  submission  of  a  written  quarterly  travel  plan  to include # of trips,
location  with  to/from  cities,  #  of  days,  cost by individual items (hotel,
airfare, per diem, etc.).  Trips not included in the quarterly travel plan shall
be  approved  in  advance  by  the  COR  using  MDA Form 110 (Dated March 2001).
Submission  of  the  MDA  Form  110  via  fax  is  acceptable.

     Extended  Commuting  Travel.

     All  contractor  extended  commuting  travel  under  this  contract must be
approved  by  the COR AND THE PROCURING CONTRACTING OFFICER (PCO) using MDA Form
110  (dated  March 2001) based on documentation from the contractor showing that
extended  commuting  travel  is  the  most  effective  means  of  fulfilling the
government's  requirement  -  cost  and  other  factors  considered.

b.     Extended  Commuting  Travel may be authorized for up to 90 days at a time
and  must  be  authorized  in advance in writing using MDA Form 110 (dated March
2001).

c.  Definition:  Extended  Commuting Travel - is travel that occurs regularly in
the  performance  of  this contract where an individual(s) travel back and forth
from  their normal place, or city of employment to another location or locations
over  a  30  day  (or  longer)  period>



H-2     INSURANCE  (JAN  2001)

     The  Contractor  shall  maintain the types of insurance and coverage listed
below:

     TYPES  OF  INSURANCE          MINIMUM  AMOUNT

     Workmen's Compensation and all occupational disease          As required by
State  law

     Employer's  Liability  including all occupational disease          $100,000
per  accident
     when  not  covered  by  Workmen's  Compensation  above

     General  Liability  (Comprehensive)  Bodily  Injury  per          $500,000
     occurrence

     Automobile  Liability  (Comprehensive)
     Bodily  Injury  per  person          $200,000
     Bodily  Injury  per  accident          $500,000
     Property  Damage  per  accident          $  20,000

H-3     PUBLIC  RELEASE  OF  INFORMATION  (JAN  2001)

     a.  The  policies  and  procedures  outlined  herein  apply  to information
submitted  by  the  Contractor  and  his  subcontractors for approval for public
release.  Prior  to public release, all information shall be cleared as shown in
the  "Industrial  Security  Manual for Safeguarding Classified Information" (DoD
5220.22-M).

     b.  All  public  information  materials prepared by the Contractor shall be
submitted  to  the BMDO (see paragraph e. below) for clearance prior to release.
These  materials include but are not limited to, technical papers, and responses
to  news  queries  which  relate  to  a  Contractor's  work under this contract.

     c.  However,  once information has been cleared for public release, it does
not  have  to  be cleared again for later use.  The information shall be used in
its  originally  cleared  context.

     d.  The  BMDO  Director  for External Affairs is responsible for processing
Contractor-originated  material  for  public  release.

     e.  All  material  to  be  cleared  shall  be  sent  to:

               Office  of  the  Secretary  of  Defense
               Missile  Defense  Agency
               7100  Defense  Pentagon,  ATTN:  MDA/DC
               Washington,  DC  20301-7100

     Subcontractor  proposed  public  releases  shall  be submitted for approval
through  the  prime  Contractor.

     f.  The Contractor shall submit the material proposed for public release to
the  above  addressee  by a letter of transmittal which states:  (1) to whom the
material  is  to  be released; (2) the desired date for public release; (3) that
the  material  has been reviewed and approved by officials of the Contractor, or
the  subcontractor,  for  public  release;  (4)  the  contract  number  and  the
applicable  COTR.

     g.  Two  (2)  copies of each item, including written material, photographs,
drawings, "dummy layouts" and the like shall be submitted at least six (6) weeks
in  advance  of  the  proposed  release  date.

     h.  The items submitted must be complete.  Photographs shall have captions.

     i.  Abbreviated materials or abstracts may be submitted if the intent is to
determine  the  feasibility  of  going further in preparing a complete paper for
clearance.  However,  final  approval  for release or disclosure of the material
cannot  be  given  on  the  basis  of  abstracts.

     j.  Outlines  or  rough  drafts  will  not  be  cleared.

     k.  Materials  submitted  to BMDO for release purposes shall be void of all
Contractor  logos  or  other  attributions  to  the  Contractor.


H-4     ENABLING  CLAUSE  FOR  BMD  INTERFACE  SUPPORT  (JAN  2001)

     a.  It  is  anticipated  that, during the performance of this contract, the
Contractor  will be required to support Technical Interface/Integration Meetings
(TIMS)  with  other  BMD Contractors and other Government agencies.  Appropriate
organizational  conflicts  of  interest  clauses will be negotiated as needed to
protect  the  rights  of  the  Contractor  and  the  Government.

     b.  Interface support deals with activities associated with the integration
of the requirements of this contract into Ballistic Missile Defense System plans
and  the  support  of  the  key  MDA  program  reviews.

     c.  The  Contractor  agrees  to cooperate with BMD Contractors by providing
access  to  technical  matters,  provided,  however,  the Contractor will not be
required  to  provide  proprietary  information  to  non-Government  entities or
personnel  in  the  absence of a non-disclosure agreement between the Contractor
and  such  entities.

     d.  The  Contractor  further agrees to include a clause in each subcontract
requiring  compliance  with  the  response and access provisions of paragraph c.
above,  subject  to  coordination  with the Contractor.  This agreement does not
relieve  the  Contractor  of  its  responsibility  to  manage  its  subcontracts
effectively,  nor  is  it  intended to establish privity of contract between the
Government  and  such  subcontractors.

     e.  Personnel  from  BMD  Contractors  or  other  Government  agencies  or
Contractors  are  not  authorized  to  direct the Contractor in any manner.  The
Contractor agrees to accept technical direction as follows:  Whenever it becomes
necessary  to modify the contract and redirect the effort, a change order signed
by  the  Contracting  Officer,  or  a  supplemental agreement signed by both the
Contracting  Officer  and  the  Contractor,  will  be  issued.

     f.  This  clause  shall  not prejudice the Contractor or its subcontractors
from  negotiating  separate  organizational conflict of interest agreements with
BMD  Contractors;  however,  these  agreements  shall  not  restrict  any of the
Government's  rights  established  pursuant  to  this  clause.


H-5     BMDO  VISIT  AUTHORIZATION  PROCEDURES  (JAN  2001)

     a.  The Contractor shall submit all required visit clearances in accordance
with  NISPOM  regulations  and  will forward all visit requests, identifying the
contract  number,  to:

          Office  of  the  Secretary  of  Defense
          Missile  Defense  Agency
          7100  Defense  Pentagon,  MDA/SOC
          Washington,  DC  20301-7100
          Telephone  No.:(703)695-8048  Facsimile  No.:(703)693-1526

     b.  The  COR  is  authorized  to approve visit requests for the Contracting
Officer.


H-6     KEY  PERSONNEL  (JAN  2001)

     The Contractor shall notify the Contracting Officer and COR prior to making
any  changes  in  key  personnel.  Key  personnel  are  defined  as  follows:

          (1)  Personnel  identified  in  the  proposal as key individuals to be
assigned  for  participation  in  the               performance of the contract.

          (2)  Individuals  who  are designated as key personnel by agreement of
the  Government  and               Contractor  during  negotiations.

     The  key  personnel  identified  for  this  contract  are  as  follows:

-     Program  Manager  -  Jeff  Janicik
-     GN&C  Engineer  -  Cliff  Sedlund
-     System  Engineer  -  Jonathan  Wolff

     Key  personnel shall not be replaced unless the Contractor has demonstrated
to  the  satisfaction of the Contracting Officer and COR that the qualifications
of  the  proposed  substitute  personnel  are  equal  to  or  better  than  the
qualification  of  the  personnel  being  replaced.



H-7  ACQUISITION  OF  FACILITIES  (JAN  2001)

     The Contractor agrees to provide all necessary facilities (as defined under
FAR  45.301 and further defined under FAR 45.101  definitions of Plant Equipment
and  Real  Property)  for the performance of this contract.  The term facilities
includes  all  general  purpose  office equipment and automated data/information
processing  equipment  and  software.  Accordingly,  the  Contractor  shall  not
purchase  or  lease  facilities  for  the  account of the Government without the
express permission of the Contracting Officer.  In no case shall the cost to the
Government  for  leased  facilities,  acquired  under  this contract, exceed the
constructive  cost  of  ownership.  Additionally,  acquisition  or  lease  of
facilities,  if  approved by the Contracting Officer, shall be provided at cost,
applicable  burdens  applied,  exclusive of prime Contractor fee/profit of other
profit  centers  or  business  units  of  the  prime  Contractor.

<PAGE>
Section  I  -  Contract  Clauses

CLAUSES  INCORPORATED  BY  REFERENCE


52.202-1     Definitions     DEC  2001
52.203-3     Gratuities     APR  1984
52.203-5     Covenant  Against  Contingent  Fees     APR  1984
52.203-6     Restrictions  On Subcontractor Sales To The Government     JUL 1995
52.203-7     Anti-Kickback  Procedures     JUL  1995
52.203-8     Cancellation,  Rescission,  and  Recovery  of  Funds for Illegal or
Improper  Activity     JAN  1997
52.203-10     Price  Or  Fee Adjustment For Illegal Or Improper Activity     JAN
1997
52.203-12     Limitation  On  Payments To Influence Certain Federal Transactions
JUN  1997
52.204-2     Security  Requirements     AUG  1996
52.204-4     Printed  or  Copied  Double-Sided  on  Recycled  Paper     AUG 2000
52.209-6     Protecting  the  Government's  Interest  When  Subcontracting  With
Contractors  Debarred,  Suspended,  or  Proposed  for  Debarment     JUL  1995
52.211-15     Defense  Priority  And  Allocation  Requirements     SEP  1990
52.215-2     Audit  and  Records--Negotiation     JUN  1999
52.215-8     Order  of  Precedence--Uniform  Contract  Format     OCT  1997
52.215-10     Price  Reduction  for  Defective Cost or Pricing Data     OCT 1997
52.215-12     Subcontractor  Cost  or  Pricing  Data     OCT  1997
52.215-13     Subcontractor  Cost  or  Pricing  Data--Modifications     OCT 1997
52.215-15     Pension  Adjustments  and  Asset  Reversions     DEC  1998
52.215-18     Reversion or Adjustment of Plans for Postretirement Benefits (PRB)
Other  than  Pensions     OCT  1997
52.215-19     Notification  of  Ownership  Changes     OCT  1997
52.215-21     Requirements  for  Cost  or Pricing Data or Information Other Than
Cost  or  Pricing  Data--Modifications     OCT  1997
52.216-7     Allowable  Cost  And  Payment     DEC  2002
52.216-8     Fixed  Fee     MAR  1997
52.217-8     Option  To  Extend  Services     NOV  1999
52.217-9     Option  To  Extend  The  Term  Of  The  Contract     MAR  2000
52.219-8     Utilization  of  Small  Business  Concerns     OCT  2000
52.222-2     Payment  For  Overtime  Premiums     JUL  1990
52.222-3     Convict  Labor     AUG  1996
52.222-21     Prohibition  Of  Segregated  Facilities     FEB  1999
52.222-26     Equal  Opportunity     APR  2002
52.222-35     Equal  Opportunity  For Special Disabled Veterans, Veterans of the
Vietnam  Era  and  Other  Eligible  Veterans     DEC  2001
52.222-36     Affirmative  Action  For  Workers  With  Disabilities     JUN 1998
52.222-37     Employment  Reports  On Special Disabled Veterans, Veterans Of The
Vietnam  Era,  and  Other  Eligible  Veterans     DEC  2001
52.223-6     Drug  Free  Workplace     MAY  2001
52.223-14     Toxic  Chemical  Release  Reporting     OCT  2000
52.225-13     Restrictions  on  Certain  Foreign  Purchases     JUL  2000
52.226-1     Utilization  Of  Indian  Organizations  And  Indian-Owned  Economic
Enterprises     JUN  2000
52.227-1  Alt  I     Authorization And Consent (Jul 1995) -  Alternate I     APR
1984
52.227-2     Notice  And  Assistance Regarding Patent And Copyright Infringement
AUG  1996
52.227-10     Filing  Of  Patent Applications--Classified Subject Matter     APR
1984
52.227-11     Patent  Rights--Retention  By  The Contractor (Short Form)     JUN
1997
52.228-7     Insurance--Liability  To  Third  Persons     MAR  1996
52.232-9     Limitation  On  Withholding  Of  Payments     APR  1984
52.232-17     Interest     JUN  1996
52.232-18     Availability  Of  Funds     APR  1984
52.232-22     Limitation  Of  Funds     APR  1984
52.232-23  Alt I     Assignment of Claims (Jan 1986) -  Alternate I     APR 1984
52.232-25  Alt  I     Prompt  Payment  (Feb  2002)  Alternate  I     FEB  2002
52.232-33     Payment  by  Electronic  Funds  Transfer--Central  Contractor
Registration     MAY  1999
52.233-1     Disputes     JUL  2002
52.233-3  Alt  I     Protest  After Award (Aug 1996) -  Alternate I     JUN 1985
52.237-2     Protection  Of  Government  Buildings,  Equipment,  And  Vegetation
APR  1984
52.237-3     Continuity  Of  Services     JAN  1991
52.242-1     Notice  of  Intent  to  Disallow  Costs     APR  1984
52.242-3     Penalties  for  Unallowable  Costs     MAY  2001
52.242-4     Certification  of  Final  Indirect  Costs     JAN  1997
52.242-13     Bankruptcy     JUL  1995
52.243-2 Alt I     Changes--Cost-Reimbursement (Aug 1987) -  Alternate I     APR
1984
52.244-2  Alt  I     Subcontracts  (Aug  1998)  -  Alternate  I     AUG  1998
52.244-5     Competition  In  Subcontracting     DEC  1996
52.245-1     Property  Records     APR  1984
52.245-5  Alt  I     Government Property (Cost-Reimbursement, Time-and-Material,
Or  Labor-Hour  Contracts)  (Jan  1996)  Alternate  I     JUL  1985
52.245-19     Government  Property  Furnished  "As  Is"     APR  1984
52.246-25     Limitation  Of  Liability--Services     FEB  1997
52.247-67     Submission  Of  Commercial  Transportation  Bills  To  The General
Services  Administration  For  Audit     JUN  1997
52.249-6     Termination  (Cost  Reimbursement)     SEP  1996
52.249-14     Excusable  Delays     APR  1984
52.251-1     Government  Supply  Sources     APR  1984
52.253-1     Computer  Generated  Forms     JAN  1991
252.201-7000     Contracting  Officer's  Representative     DEC  1991
252.203-7001     Prohibition  On  Persons  Convicted  of  Fraud  or  Other
Defense-Contract-Related  Felonies     MAR  1999
252.203-7002     Display  Of  DOD  Hotline  Poster     DEC  1991
252.204-7000     Disclosure  Of  Information     DEC  1991
252.204-7003     Control  Of  Government  Personnel  Work  Product     APR  1992
252.204-7004     Required  Central  Contractor  Registration     NOV  2001
252.205-7000     Provisions  Of  Information  To  Cooperative  Agreement Holders
DEC  1991
252.208-7000     Intent  To  Furnish  Precious  Metals  As Government--Furnished
Material     DEC  1991
252.209-7000     Acquisition  From  Subcontractors Subject To On-Site Inspection
Under  The  Intermediate  Range  Nuclear  Forces  (INF)  Treaty     NOV  1995
252.209-7004     Subcontracting  With  Firms That Are Owned or Controlled By The
Government  of  a  Terrorist  Country     MAR  1998
252.215-7000     Pricing  Adjustments     DEC  1991
252.215-7002     Cost  Estimating  System  Requirements     OCT  1998
252.216-7001     Economic Price Adjustment--Nonstandard Steel Items     JUL 1997
252.223-7004     Drug  Free  Work  Force     SEP  1988
252.223-7006     Prohibition  On  Storage  And  Disposal  Of Toxic And Hazardous
Materials     APR  1993
252.225-7001     Buy  American  Act And Balance Of Payments Program     APR 2003
252.225-7002     Qualifying  Country  Sources  As  Subcontractors     APR  2003
252.225-7012     Preference  For  Certain  Domestic  Commodities     FEB  2003
252.225-7013     Duty-Free  Entry     APR  2003
252.225-7025     Restriction  on  Acquisition  of  Forgings     APR  2003
252.225-7031     Secondary  Arab  Boycott  Of  Israel     APR  2003
252.226-7001     Utilization  of  Indian Organizations and Indian-Owned Economic
Enterprises--DoD  Contracts     SEP  2001
252.227-7013     Rights  in  Technical  Data--Noncommercial  Items     NOV  1995
252.227-7014     Rights  in  Noncommercial  Computer  Software and Noncommercial
Computer  Software  Documentation     JUN  1995
252.227-7016     Rights  in  Bid  or  Proposal  Information     JUN  1995
252.227-7017     Identification  and  Assertion  of  Use, Release, or Disclosure
Restrictions     JUN  1995
252.227-7019     Validation  of Asserted Restrictions--Computer Software     JUN
1995
252.227-7025     Limitations  on  the  Use or Disclosure of Government-Furnished
Information  Marked  with  Restrictive  Legends     JUN  1995
252.227-7030     Technical  Data--Withholding  Of  Payment     MAR  2000
252.227-7034     Patents--Subcontracts     APR  1984
252.227-7036     Declaration  of  Technical  Data  Conformity     JAN  1997
252.227-7037     Validation  of  Restrictive  Markings on Technical Data     SEP
1999
252.227-7039     Patents--Reporting  Of  Subject  Inventions     APR  1990
252.231-7000     Supplemental  Cost  Principles     DEC  1991
252.235-7010     Acknowledgment  of  Support  and  Disclaimer     MAY  1995
252.235-7011     Final  Scientific  or  Technical  Report     SEP  1999
252.242-7004     Material  Management  And  Accounting  System     DEC  2000
252.243-7002     Requests  for  Equitable  Adjustment     MAR  1998
252.244-7000     Subcontracts  for  Commercial  Items  and Commercial Components
(DoD  Contracts)     MAR  2000
252.245-7001     Reports  Of  Government  Property     MAY  1994
252.247-7023     Transportation  of  Supplies  by  Sea     MAY  2002
252.247-7024     Notification  Of Transportation Of Supplies By Sea     MAR 2000
252.249-7002     Notification  of  Anticipated  Program Termination or Reduction
DEC  1996
252.251-7000     Ordering  From  Government  Supply  Sources     OCT  2002