ORDER  FOR  SUPPLIES  OR SERVICES                                   PAGE 1 OF 18

1.  CONTRACT/PURCH  ORDER/AGREEMENT  NO.   2.  DELIVERY  ORDER/CALL  NO.
   F29601-03-M-0166

3.  DATE  OF  ORDER/CALL          4. REQUISITION/PURCH REQUEST NO.   5. PRIORITY
   2003  JUL  09                    SEE  CONTINUATION                   DO-C9

6.  ISSUED  BY  AFRL/PKVV  CODE:  FA9453
   DET  8  AF  RESEARCH  LABORATORY
   DIRECTORATE  OF  CONTRACTING/PK
   2251  MAXWELL  AVE  SE
   KIRTLAND  AFB,  NM  87117-5773
   WILEY  R.  COX   505-846-2146
   WILEY.COX@KIRTLAND.AF.MIL

7.  ADMINISTERED  BY  (If  other  than  6)   CODE:  S0514A   8.  DELIVERY  FOB
   DCMA  SAN  DIEGO                                        [X]  DESTINATION
   7675  DAGGET  ST  SUITE  200                              [  ]  OTHER
   SAN  DIEGO,  CA  92111-2241                                 (See  Schedule
                                                              If  other)
   SCD:  C   PAS:  (NONE)

9.  CONTRACTOR   CODE:  1J2T1   FACILITY:   10.  DELIVERY TO FOB POINT BY (DATE)
   SPACEDEV,  INC.                             SEE  CONTINUATION
   13855  STOWE  DR
   POWAY,  CA  92064-6800
   858-375-2011

11.  X  IF  BUSINESS  IS          12.  DISCOUNT  ITEMS
    [X]  SMALL                     N
    [  ]  SMALL  DISADVANTAGED
    [  ]  WOMEN  OWNED

13.  MAIL  INVOICES  TO  ADDRESS  IN  BLOCK   14.  SHIP  TO   CODE:
    SEE  CONTINUATION                        SEE  CONTINUATION

15.  PAYMENT  WILL  BE  MADE  BY   CODE:  HQ0339   MARK  ALL  PACKAGES  AND
    DFAS-CO/WEST  ENTITLEMENT  OPER            PAPERS  WITH  IDENTIFICATION
    P  O  BOX  182381                           NUMBERS  IN  BLOCKS  1  AND  2
    COLUMBUS,  OH  43218-2381

    EFT:T

16.  TYPE  OF  ORDER
    [  ]  DELIVERY/CALL This delivery order/call is issued on another Government
        agency  or  in  accordance  with  and subject to terms and conditions of
        above  numbered  contract.
    [X]  PURCHASE  Reference  your     furnish  the following on items specified
        herein.

    ACCEPTANCE.  The  contractor  hereby  accepts  the  offer represented by the
    numbered  purchase  order as it may previously have been or is now modified.
    Subject  to  all  of  the  terms  and  conditions  set  forth. And agrees to
    perform  the  same.

    NAME  OF  CONTRACTOR-SIGNATURE-TYPED  NAME AND TITLE-DATE SIGNED (YYYYMMMDD)

[X]  If  this  box  is  marked,  supplier  must  sign  Acceptance and return the
    following  number  of  copies:  1

17.  ACCOUNTING  AND  APPROPRIATION  DATA/LOCAL  USE

18.  ITEM  NO.   19.  SCHEDULE  OF  SUPPLIES/SERVICES
                   SEE  CONTINUATION

20.  QUANTITY  ORDERED/ACCEPTED*   21.  UNIT   22.  UNIT  PRICE   23.  AMOUNT

    *if  quantity  accepted  by  the  government  is  same  as quantity ordered,
     indicate  by  X.  If  different,  enter  actual  quantity  accepted  below
     quantity  ordered  and  encircle.

24.  UNITED  STATES  OF  AMERICA   25.  TOTAL
    ~~~  Info  Copy  Only  ~~~         $99,917.000

    BY:  F.  TAPIA     CONTRACTING/ORDERING  OFFICER

26.  QUANTITY  IN  COLUMN  20  HAS  BEEN
    [  ]  INSPECTED  [  ]  RECEIVED  [  ] ACCEPTED, AND CONFORMS TO THE CONTRACT
                                   EXCEPT  AS  NOTED

27.  SHIP  NO.   [  ]  PARTIAL  [  ]  FINAL

28.  D.O.  VOUCHER  NO.   29.  DIFFERENCES   30.  INITIALS

31.  PAYMENT  [  ]  COMPLETE  [  ]  PARTIAL  [  ]  FINAL   32.  PAID  BY

33.  AMOUNT  VIERIFIED  CORRECT  FOR   34.  CHECK  NUMBER   35.  BILL  OF LADING

36.  I  CERTIFY  THIS  ACCOUNT  IS  CORRECT  AND  PROPER  FOR  PAYMENT.

    DATE  -  SIGNATURE  AND  TITLE  OF  CERTIFYING  OFFICER

37.  RECEIVED  AT   38.  RECEIVED  BY  (Print)  39.  DATE  RECEIVED  (YYYYMMMDD)

40.  TOTAL  CONTAINERS   41.  S/R  ACCOUNT  NO.   42.  S/R  VOUCHER  NO.

DD  FORM  1155,  JAN  1998  (EG)

               Qty     Unit  Price
ITEM     SUPPLIES  OR  SERVICES     Purch  Unit     Total  Item  Amount
----     ----------------------     -----------     -------------------

0001
     Noun:     RESEARCH  AND  DATA
     NSN:     N  -  Not  Applicable
     Descriptive  Data:
The  contractor  shall  perform  research  in  accordance  with Section I Clause
5352.215-9005,  "Incorporation  of  Contractor's  Technical  Proposal."  The
Contractor's  Proposal  entitled "Small Satellite Bus Technologies" submitted in
response to topic number AF03-029 is included as Attachment 1.  Reports shall be
delivered  as  shown  in  the  following  subCLINs.

0001AA               1     $8,000.00
               Each     $8,000.00
     Noun:     STATUS  REPORT  NO.  1
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0001AB               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  2
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).



<PAGE>

               Qty     Unit  Price
ITEM     SUPPLIES  OR  SERVICES     Purch  Unit     Total  Item  Amount
----     ----------------------     -----------     -------------------

0001AC               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  3
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0001AD               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  4
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0001AE               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  5
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).



<PAGE>

               Qty     Unit  Price
ITEM     SUPPLIES  OR  SERVICES     Purch  Unit     Total  Item  Amount
----     ----------------------     -----------     -------------------

0001AF               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  6
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0001AG               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  7
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0001AH               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  8
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).



<PAGE>

               Qty     Unit  Price
ITEM     SUPPLIES  OR  SERVICES     Purch  Unit     Total  Item  Amount
----     ----------------------     -----------     -------------------

0001AJ               1     $8,000.00
               Lot     $8,000.00
     Noun:     STATUS  REPORT  NO.  9
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).


0002               1     $27,917.00
               Lot     $27,917.00
     Noun:     SCIENTIFIC  &  TECHNICAL  REPORT/DD  FORM  882  PATENT  REPORT
     ACRN:     AA
     NSN:     N  -  Not  Applicable
     Contract  type:     J  -  FIRM  FIXED  PRICE
     Inspection:     DESTINATION
     Acceptance:     DESTINATION
     FOB:     DESTINATION
     Descriptive  Data:
The  Contractor  shall deliver Data and Reports in accordance with the specified
delivery  schedule  and  Section  I Clause 5352.235-9000 entitled Small Business
Innovation  Research  (SBIR)  Phase  I  and  Phase II Contract Requirements (May
2003).



<PAGE>
CONTINUATION
                                                     SECTION F  F29601-03-M-0166
                                                     ---------------------------
                                                                   PAGE 8 OF  18


<PAGE>

               SHIP     MARK     TRANS
ITEM     SUPPLIES  SCHEDULE  DATA     QTY     TO     FOR     PRI
----     ------------------------     ---     --     ---     ---
DATE
----

0001AA          1     U               11  Aug  2003

     Noun:     STATUS  REPORT  NO.  1
     ACRN:     AA
     Descriptive  Data:
The  contractor  shall  deliver  Status  Report  No.  1  as  required.


0001AB          1     U               09  Sep  2003

     Noun:     STATUS  REPORT  NO.  2
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  2  as  required.


0001AC          1     U               09  Oct  2003

     Noun:     STATUS  REPORT  NO.  3
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  3  as  required.


0001AD          1     U               10  Nov  2003

     Noun:     STATUS  REPORT  NO.  4
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  4  as  required.


0001AE          1     U               09  Dec  2003

     Noun:     STATUS  REPORT  NO.  5
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  5  as  required.


0001AF          1     U               09  Jan  2004

     Noun:     STATUS  REPORT  NO.  6
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  6  as  required.



<PAGE>
               SHIP     MARK     TRANS
ITEM     SUPPLIES  SCHEDULE  DATA     QTY     TO     FOR     PRI
----     ------------------------     ---     --     ---     ---
DATE
----

0001AG          1     U               09  Feb  2004

     Noun:     STATUS  REPORT  NO.  7
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  7  as  required.




0001AH          1     U               09  Mar  2004

     Noun:     STATUS  REPORT  NO.  8
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  8  as  required.


0001AJ          1     U               09  Apr  2004

     Noun:     STATUS  REPORT  NO.  9
     ACRN:     AA
     Descriptive  Data:
The  Contractor  shall  deliver  Status  Report  No.  9  as  required.



0002          1     U               09  Jul  2004

     Noun:     SCIENTIFIC  &  TECHNICAL  REPORT/DD  FORM  882  PATENT  REPORT
     ACRN:     AA
     Descriptive  Data:
The  technical  period  of  performance  ends  9  Apr  2004.

The  Contractor  shall deliver the draft version of the Scientific and Technical
Report  NLT  10  MAY  2004.

The  Government  shall  provide  comments  on the draft Scientific and Technical
Report  to  the  Contractor  NLT  9  JUN  2004.

The  Contractor  shall deliver the final version of the Scientific and Technical
Report  NLT  9  JUL  2004.

The  final  DD  Form  882,  Patent  Report,  shall  be delivered NLT 9 JUL 2004.




<PAGE>
CONTINUATION
                                                     SECTION G  F29601-03-M-0166
                                                     ---------------------------
                                                                   PAGE 9 OF  18


<PAGE>
                              Obligation
ACRN     Appropriation/Lmt  Subhead/Supplemental  Accounting  Data     Amount
----     ---------------------------------------------------------     ------

AA                              $99,917.00
     57   33600  293  4735  663005  6VXTSB  58800  65502F  503000  F03000
      Funding  breakdown:     On  CLIN  0001AA:     $8,000.00
                    On  CLIN  0001AB:     $8,000.00
                    On  CLIN  0001AC:     $8,000.00
                    On  CLIN  0001AD:     $8,000.00
                    On  CLIN  0001AE:     $8,000.00
                    On  CLIN  0001AF:     $8,000.00
                    On  CLIN  0001AG:     $8,000.00
                    On  CLIN  0001AH:     $8,000.00
                    On  CLIN  0001AJ:     $8,000.00
                    On  CLIN  0002:     $27,917.00
     PR/MIPR:          GAFRL036251246       $99,917.00
     JON:  3005VPFM



<PAGE>
CLAUSES
                                                                F29601-03-M-0166
                                                                ----------------
                                                                  PAGE 21 OF  18


<PAGE>


I.  NOTICE:  The following contract clauses pertinent to this section are hereby
incorporated  by  reference:


A.  FEDERAL  ACQUISITION  REGULATION  CONTRACT  CLAUSES
-------------------------------------------------------

52.215-08     ORDER  OF  PRECEDENCE--UNIFORM  CONTRACT  FORMAT  (OCT  1997)
52.215-17     WAIVER  OF  FACILITIES  CAPITAL  COST  OF  MONEY  (OCT  1997)
52.219-06     NOTICE  OF  TOTAL  SMALL  BUSINESS  SET-ASIDE  (JUL  1996)
52.227-01     AUTHORIZATION  AND  CONSENT  (JUL  1995)  - ALTERNATE I (APR 1984)
52.227-11     PATENT  RIGHTS  --  RETENTION BY THE CONTRACTOR (SHORT FORM)  (JUN
1997)
     Para  (l),  Communications:  'G014  IMPLEMENTATION OF PATENT RIGHTS CLAUSE'
52.232-02     PAYMENTS  UNDER  FIXED-PRICE  RESEARCH  AND  DEVELOPMENT CONTRACTS
(APR  1984)
52.232-09     LIMITATION  ON  WITHHOLDING  OF  PAYMENTS  (APR  1984)
52.242-15     STOP-WORK  ORDER  (AUG  1989)
52.243-01     CHANGES  --  FIXED-PRICE  (AUG  1987)  -  ALTERNATE  V  (APR 1984)
52.246-09     INSPECTION  OF  RESEARCH  AND DEVELOPMENT (SHORT FORM)  (APR 1984)
52.249-09     DEFAULT  (FIXED-PRICE  RESEARCH  AND  DEVELOPMENT)  (APR  1984)

B.  DEFENSE  FEDERAL  ACQUISITION  REGULATION  SUPPLEMENT  CONTRACT  CLAUSES
----------------------------------------------------------------------------

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)
252.227-7018     RIGHTS  IN NONCOMMERCIAL TECHNICAL DATA AND COMPUTER SOFTWARE--
SMALL  BUSINESS  INNOVATION  RESEARCH  (SBIR)  PROGRAM  (JUN  1995)
252.227-7019     VALIDATION  OF  ASSERTED  RESTRICTIONS--COMPUTER SOFTWARE  (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)
     Para  (a),  name  of  contracting  agency(ies):  'United  States Air Force'
     Para  (a),  contract  number(s):  'F29601-03-M-0179'
     Para  (b),  name  of  contracting  agency(ies):  'United  States Air Force'
252.242-7000     POSTAWARD  CONFERENCE  (DEC  1991)
252.243-7001     PRICING  OF  CONTRACT  MODIFICATIONS  (DEC  1991)
252.246-7000     MATERIAL  INSPECTION  AND  RECEIVING  REPORT  (MAR  2003)

C.  AIR  FORCE  MATERIEL  COMMAND  FEDERAL  ACQUISITION  REGULATION  SUPPLEMENT
-------------------------------------------------------------------------------
CONTRACT  CLAUSES
-----------------

5352.227-9000     EXPORT-CONTROLLED  DATA  RESTRICTIONS  (AFMC)  (JUL  1997)

A.  FEDERAL  ACQUISITION  REGULATION  CONTRACT  CLAUSES  IN  FULL  TEXT
-----------------------------------------------------------------------

52.211-15  DEFENSE  PRIORITY  AND  ALLOCATION  REQUIREMENTS  (SEP  1990)

This  is  a  rated  order certified for national defense use, and the Contractor
shall  follow  all  the  requirements  of the Defense Priorities and Allocations
System  regulation  (15  CFR  700).

52.213-04  TERMS  AND CONDITIONS--SIMPLIFIED ACQUISITIONS (OTHER THAN COMMERCIAL
ITEMS)  (SEP  2002)

     (a)  The  Contractor  shall  comply  with the following Federal Acquisition
Regulation  (FAR)  clauses  that  are  incorporated  by  reference:

          (1)  The clauses listed below implement provisions of law or Executive
order:

               (i)  52.222-3,  Convict  Labor  (Aug  1996)  (E.O.  11755).

               (ii)  52.222-21,  Prohibition of Segregated Facilities (Feb 1999)
(E.O.  11246).

               (iii)  52.222-26,  Equal  Opportunity  (Apr  2002)  (E.O. 11246).

               (iv)  52.225-13,  Restrictions  on Certain Foreign Purchases (Jul
2000)  (E.O.'s  12722,  12724,  13059,  13067,  13121,  and  13129).

               (v)  52.233-3,  Protest  After Award (Aug 1996) (31 U.S.C. 3553).

          (2)  Listed  below  are  additional  clauses  that  apply:

               (i)  52.232-1,  Payments  (Apr  1984).

               (ii)  52.232-8,  Discounts  for  Prompt  Payment  (Feb  2002).

               (iii)  52.232-11,  Extras  (Apr  1984).

               (iv)  52.232-25,  Prompt  Payment  (Feb  2002).

               (v)  52.233-1,  Disputes  (July  2002).

               (vi)  52.244-6,  Subcontracts  for  Commercial  Items (Dec 2001).

               (vii)  52.253-1,  Computer  Generated  Forms  (Jan  1991).

     (b)  The  Contractor  shall  comply  with  the  following  FAR  clauses,
incorporated  by  reference,  unless  the  circumstances  do  not  apply:

          (1)  The clauses listed below implement provisions of law or Executive
order:

               (i)  52.222-19,  Child  Labor-Cooperation  with  Authorities  and
Remedies  (Sept 2002) (E.O. 13126). (Applies to contracts for supplies exceeding
the  micro-purchase  threshold.)

               (ii)  52.222-20, Walsh-Healey Public Contracts Act (DEC 1996) (41
U.S.C.  35-45)  (Applies  to supply contracts over $10,000 in the United States,
Puerto  Rico,  or  the  U.S.  Virgin  Islands).

               (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans,
Veterans  of  the Vietnam Era, and Other Eligible Veterans (DEC 2001) (38 U.S.C.
4212)  (Applies  to  contracts  of  $25,000  or  more).

               (iv)  52.222-36, Affirmative Action for Workers with Disabilities
(Jun  1998)  (29 U.S.C. 793) (Applies to contracts over $10,000, unless the work
is  to be performed outside the United States by employees recruited outside the
United  States.)  (For  purposes  of  this clause, United States includes the 50
States,  the  District  of  Columbia, Puerto Rico, the Northern Mariana Islands,
American  Samoa,  Guam,  the  U.S.  Virgin  Islands,  and  Wake  Island.)

               (v)  52.222-37,  Employment Reports on Special Disabled Veterans,
Veterans  of  the Vietnam Era, and Other Eligible Veterans (DEC 2001) (38 U.S.C.
4212)  (Applies  to  contracts  of  $25,000  or  more).

               (vi)  52.222-41,  Service  Contract  Act of 1965, As Amended (May
1989)  (41  U.S.C.  351, et seq.) (Applies to service contracts over $2,500 that
are  subject  to  the  Service  Contract Act and will be performed in the United
States,  District  of  Columbia,  Puerto  Rico,  the  Northern  Mariana Islands,
American  Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wade Island, or
the  outer  continental  shelf  lands).

               (vii)  52.223-5,  Pollution  Prevention  and  Right-to-Know
Information  (Apr  1998)  (E.O. 12856) (Applies to services performed on Federal
facilities).

               (viii)  52.225-1, Buy American Act-Supplies (May 2002) (41 U.S.C.
10a-10d)  (Applies  to  contracts  for  supplies,  and to contracts for services
involving  the  furnishing  of supplies, for use within the United States if the
value of the supply contract or supply portion of a service contract exceeds the
micro-purchase  threshold  and  the  acquisition--

                    (A)  Is  set  aside  for  small  business  concerns;  or

                    (B)  Cannot  be  set  aside for small business concerns (see
19.502-2),  and  does  not  exceed  $25,000.)

               (ix)  52.232-33,  Payment  by  Electronic  Funds Transfer-Central
contractor  Registration  (May  1999). (Applies when the payment will be made by
electronic  funds  transfer  (EFT)  and  the  payment  office  uses  the Central
Contractor  Registration  (CCR)  database  as  its  source  of EFT information.)

               (x)  52.232-34,  Payment  by Electronic Funds Transfer-Other than
Central  Contractor  Registration  (May 1999). (Applies when the payment will be
made  by  EFT and the payment office does not use the CCR database as its source
of  EFT  information.)

               (xi)  52.247-64  Preference  for  Privately  Owned  U.S.-Flag
Commercial  Vessels  (June  2000)  (46  U.S.C.  1241).  (Applies  to  supplies
transported  by  ocean  vessels.)

          (2)  Listed  below  are  additional  clauses  that  may  apply:

               (i)  52.209-6,  Protecting  the  Government's  Interest  When
Subcontracting  with  Contractors Debarred, Suspended, or Proposed for Debarment
(JULY  1995)  (Applies  to  contracts  over  $25,000).

               (ii) 52.211-17, Delivery of Excess Quantities (Sep 1989) (Applies
to  fixed-price  supplies).

               (iii) 52.247-29, F.o.b. Origin (Jun 1988) (Applies to supplies if
delivery  is  f.o.b.  origin).

               (iv)  52.247-34,  F.o.b.  Destination  (Nov  1991)  (Applies  to
supplies  if  delivery  is  f.o.b.  destination).

     (c)  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(es):  http://farsite.hill.af.mil.

     (d)  Inspection/Acceptance. The Contractor shall tender for acceptance only
those  items  that  conform to the requirements of this contract. The Government
reserves  the  right  to inspect or test any supplies or services that have been
tendered  for  acceptance.  The  Government may require repair or replacement of
nonconforming supplies or reperformance of nonconforming services at no increase
in  contract  price.  The  Government must exercise its postacceptance rights --

          (1) Within a reasonable period of time after the defect was discovered
or  should  have  been  discovered;  and

          (2) Before any substantial change occurs in the condition of the item,
unless  the  change  is  due  to  the  defect  in  the  item.

     (e)  Excusable  delays.  The  Contractor shall be liable for default unless
nonperformance  is  caused by an occurrence beyond the reasonable control of the
Contractor  and  without  its  fault  or  negligence, such as acts of God or the
public  enemy,  acts  of  the  Government in either its sovereign or contractual
capacity,  fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe  weather,  and delays of common carriers. The Contractor shall notify the
Contracting  Officer  in  writing as soon as it is reasonably possible after the
commencement  of  any  excusable  delay,  setting  forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable dispatch,
and  shall  promptly  give  written  notice  to  the  Contracting Officer of the
cessation  of  such  occurrence.

     (f)  Termination  for the Government's convenience. The Government reserves
the  right  to  terminate  this  contract,  or  any  part  hereof,  for its sole
convenience.  In the event of such termination, the Contractor shall immediately
stop all work hereunder and shall immediately cause any and all of its suppliers
and  subcontractors  to  cease  work. Subject to the terms of this contract, the
Contractor  shall  be  paid  a  percentage  of the contract price reflecting the
percentage  of  the  work  performed  prior  to  the notice of termination, plus
reasonable  charges  that  the Contractor can demonstrate to the satisfaction of
the Government, using its standard record keeping system, have resulted from the
termination.  The  Contractor  shall  not  be  required  to comply with the cost
accounting  standards  or  contract  cost  principles  for  this  purpose.  This
paragraph  does  not  give  the  Government  any right to audit the Contractor's
records.  The  Contractor  shall  not  be  paid  for any work performed or costs
incurred  that  reasonably  could  have  been  avoided.

     (g)  Termination  for cause. The Government may terminate this contract, or
any  part hereof, for cause in the event of any default by the Contractor, or if
the  Contractor fails to comply with any contract terms and conditions, or fails
to  provide  the  Government,  upon  request, with adequate assurances of future
performance.  In the event of termination for cause, the Government shall not be
liable  to  the Contractor for any amount for supplies or services not accepted,
and  the Contractor shall be liable to the Government for any and all rights and
remedies  provided  by  law.  If it is determined that the Government improperly
terminated  this  contract  for  default,  such  termination  shall  be deemed a
termination  for  convenience.

     (h)  Warranty. The Contractor warrants and implies that the items delivered
hereunder  are merchantable and fit for use for the particular purpose described
in  this  contract.

52.252-06  AUTHORIZED  DEVIATIONS  IN  CLAUSES  (APR  1984)

     (a)  The  use  in  this solicitation or contract of any Federal Acquisition
Regulation  (48  CFR Chapter 1) clause with an authorized deviation is indicated
by  the  addition  of  "(DEVIATION)"  after  the  date  of  the  clause.

     (b)  The  use  in  this  solicitation  or  contract  of any Defense Federal
Acquisition  Regulation Supplement (48 CFR  Chapter 2) clause with an authorized
deviation  is  indicated  by the addition of "(DEVIATION)" after the name of the
regulation.

B.  AIR  FORCE  MATERIEL  COMMAND  FEDERAL  ACQUISITION  REGULATION  SUPPLEMENT
-------------------------------------------------------------------------------
CONTRACT  CLAUSES  IN  FULL  TEXT
---------------------------------

5352.215-9005  INCORPORATION  OF  CONTRACTOR'S  TECHNICAL  PROPOSAL (AFMC)  (AUG
1998)  (TAILORED)

     (a)  The  following documents are incorporated herein by reference and made
a  part  of  this  contract:

The Contractor's Technical Proposal entitled, "Small Satellite Bus Technologies"
submitted  in  response  to  SBIR  topic  number  AF03-029.

     (b)  Nothing  contained  in  the  Contractor's  technical  proposal  shall
constitute  a waiver to any other requirement of this contract.  In the event of
any  conflict  between  the  Contractor's  technical  proposal  and  any  other
requirement  of  the contract, the conflict shall be resolved in accordance with
the  Order of Precedence clause.  For purposes of the Order of Precedence clause
the  document(s)  listed  above  shall  rank  Shall  Rank  Last.

     (c)  The  detailed  technical  content  of the Contractor's proposal was an
important  factor in the selection of the Contractor for award of this contract.
The  documents listed above are now contractually binding.  The Contractor shall
not  change  or  otherwise  deviate  from the content of these documents without
prior  written  approval  from  the  Contracting  Officer.

     (d) If it is necessary to change the performance, design, configuration, or
other  items  specified  in  the  technical proposal in order to comply with the
requirements  of  the  contract  clauses,  special  contract  requirements,  or
statement  of  work,  the  contract  shall  be  modified  appropriately.

     (e)  The  Contractor  agrees  that  the documents listed above reflects the
results/responses  to  exchanges  and /or Evaluation Notices (ENs) issued during
the  negotiation  process.  If,  after  contract  award,  it  is discovered that
changes  made  during  negotiations  were  not  incorporated  in  the SOW and/or
technical  proposal,  such  changes  to  the  Contractor's  documents  shall  be
considered administrative in nature and shall be made by unilateral modification
to  the  contract,  at  no  change  in contract cost or price or other terms and
conditions.

5352.215-9008  ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SERVICE CONTRACTORS
(AFMC)  (JUL  1997)  (TAILORED)

     (a)  The Air Force has entered into contracts with "Aerospace Corporation",
"Leader  Communications  Inc.,  with  DataCom  Sciences  as  a subcontractor for
services  to  provide  engineering  and  acquisition  management  support.

     (b)  Service  tasks  involve the application of a broad range of education,
skills,  knowledge,  and  experience  in  many  disciplines in support of weapon
system  acquisition  tasks.  Tasks  involve  tasks  involve  "independent tests,
evaluation  and  analysis  of  Contractor's  proposals  and  financial  business
management  support".

     (c) In the performance of this contract, the Contractor agrees to cooperate
with  agrees  to  cooperate  with  all  companies  stated  in  paragraph (a) by:
"responding  to  invitations  from  authorized  personnel  to  attend  meetings;
providing access to technical information and research, development and planning
data,  test  data  and  results,  schedule  and  milestone  data, financial data
including  the  Contractor's  cost/schedule  management  system/records  and
accounting  system,  all  in  original  form or reproduced; discussing technical
matters  related  to  the  program;  providing  access  to Contractor facilities
utilized  in  the  performance  of  this  contract;  and allowing observation of
technical  activities  by  appropriate  support  Contractor technical personnel"

     (d)  The  Contractor  further agrees to include in each subcontract over $1
million  or  10  percent  of  prime  contract value, whichever is less, a clause
requiring  compliance by a subcontractor and succeeding levels of subcontractors
with  the  response  and  access  provisions  of paragraph (c) above, subject to
coordination  with  the  Contractor.  This  agreement  does  not  relieve  the
Contractor of responsibility to manage subcontracts effectively and efficiently,
nor  is  it intended to establish privity of contracts between the Government or
the  service  Contractor(s)  and  such  subcontractors.

     (e)  Service Contractor personnel are not authorized to direct a Contractor
in  any  manner.

     (f) Service contracts contain an organizational conflict of interest clause
that  requires  the  service  Contractors  to protect the data and prohibits the
service  Contractors  from  using  the  data for any purpose other than that for
which  the  data  was  presented.

     (g)  Neither  the  Contractor nor their subcontractors shall be required in
the  satisfaction  of  the  requirements of this clause to perform any effort or
supply  any  documentation  not  otherwise  required  by  their  contract  or
subcontract.

C.  OTHER  CONTRACT  CLAUSES  IN  FULL  TEXT
--------------------------------------------

E006  RECEIVING  REPORT  (DD  FORM  250)  MAILING  ADDRESS  (APR  1998)

     (a)  Submit  original  DD  Form(s) 250 for all items deliverable under this
contract (e.g. hardware, software, exhibit line items, status reports, services,
etc.)  to  the  following  address:

               Det  8  AFRL/VSSV
               Attn:  (Name)  Project  Manager
               2251  Maxwell  Avenue,  SE
               Kirtland  AFB,  NM  87117-5773

     (b)  In  addition,  a copy of the DD Form 250 shall accompany each shipment
for all deliverable items.  Shipment addresses are specified in Section F of the
schedule  and/or  on  the  Contract  Data  Requirements  List.

     (c)  PROCESSING  STATUS.  Any  inquiry  as to the processing status of a DD
Form  250  should  be  made  to  the  following  office:


               AFRL/VSSV
               Attn:  (Name  )  Project  Manager
               2251  Maxwell  St  SE,  Bldg  472
               Kirtland  AFB,  NM  87117-5776

     (d)  Submit  original  Z-coded  DD  Form  250  for the final Scientific and
Technical  Report  to  the  following  address:


               AFRL/VSIR
               3550  Aberdeen  Avenue  SE
               Kirtland  AFB,  NM  87117-5776

     (e)  PROCESSING  STATUS.  Any  inquiry  as  to the processing status of the
Z-coded  DD  Form  250  should  be  made  to  the  following  office:

               Det  8  AFRL/PKVV
               Attn:  Mr.  Wiley  Cox
               2251  Maxwell  St  SE,  Bldg  424
               Kirtland  AFB,  NM  87117-5773

E007  INSPECTION  AND  ACCEPTANCE  AUTHORITY  (APR  1998)

Inspection  and  acceptance  for all Contract and Exhibit Lines or Subline Items
shall  be  accomplished  by  the Program Manager, Air Force Research Laboratory,
3550  Aberdeen  Ave.  SE  Kirtland  AFB,  NM  87117-5776  .

F005  DELIVERY  OF  REPORTS  (OCT  1998)  (TAILORED)

(a)  All  data shall be delivered in accordance with the delivery schedule shown
in  Section  F.

(b)  All  reports and correspondence submitted under this contract shall include
the  contract number and project number and be forwarded prepaid.  A copy of the
letters  of  transmittal shall be delivered to the Procuring Contracting Officer
(PCO) and Administrative Contracting Officer (ACO).  The addresses are set forth
on  the  contract  award  cover  page.  All  other  address(es)  and code(s) for
consignee(s)  are  as  set  forth  in the contract or incorporated by reference.

(c)  Shipment  Addresses:



AFRL/VSSV
Project  Manager
3550  Aberdeen  Avenue  SE
Kirtland  AFB,  NM  87117-5776
Marked  For:   F29601-03-M-0179


AFRL/VSIR
Attn:  Ms.  Jan  Mosher
3550  Aberdeen  Avenue  SE,  Bldg  414,  Rm  3A
Kirtland  AFB,  NM  87117-5776
Marked  For:  F29601-03-M-0179


Det  8  AFRL/PKVV
Attn:  Mr.  Wiley  Cox
2251  Maxwell  St  SE,  Bldg  424
Kirtland  AFB,  NM  87117-5773
Marked  For:   F29601-03-M-0179


AFRL/VSOT  SBIR
Attn:  Mr.  Bob  Hancock
3550  Aberdeen  Avenue  SE,  Bldg  497
Kirtland  AFB,  NM  87117-5776
Marked  For:   F29601-03-M-0179


ACO:     S0514A
DCMA  SAN  DIEGO
7675  DAGGETT  STREET  SUITE  200
SAN  DIEGO  CA  92111-2241
     Marked  For:   F29601-03-M-0166



G014  IMPLEMENTATION  OF  PATENT  RIGHTS  CLAUSE  (SEP  1999)

All  documents  and  information  required  by  the  patent rights and/or patent
reporting  clauses set forth in Section I of this contract shall be submitted to
the  Administrative  Contracting  Officer  and  to  the  Procurment  Contracting
Officer.
The  377  ABW/JAN  patent  administrator  can  be  reached  at  505  846  1542
This  notice  also  constitutes  a  request  (see  FAR 52.227-12(f)(10) or DFARS
252.227-7039(c),  as  applicable)  for  submission  of  a  copy  of  the  patent
application, when filed, along with the patent application serial number, filing
date,  subsequent  U.S.  patent  number  and  issue  date,  as  received.

G016  SBIR  INFORMATION  AVAILABLE  ON  WORLD  WIDE  WEB  (MAR 1999)  (TAILORED)

Information,  instructions, and the associated 'hyperlinks' for SBIR actions are
available  on the World Wide Web at  URL 'www.afrl.af.mil/sbir/index.htm'for the
following:  'Air  Force  Proposal  Preparation  Instructions' (for SBIR Phase II
proposals);  'Report Documentation Page', 'SF 298', 'Fast Track Procedures'; and
'Sample  DD250'  (for  using  the  DD  250  as  an  invoice  ).

H029  IMPLEMENTATION  OF  DISCLOSURE  OF  INFORMATION  (OCT  1997)

In  order  to  comply  with  DFARS  252.204-7000, Disclosure of Information, the
following copies of the information to be released are required at least 45 days
prior  to  the  scheduled  release  date:

     (a)  3  copy(ies)  to:  Office of Public Affairs, Office of Public Affairs,
AFRL/VSOT,  3550  Aberdeen  Ave

<PAGE>

SE,  Kirtland  AFB,  NM  87117-5776.

     (b)  1 copy(ies) to:  Contracting Officer, Det 8 AFRL/PKVV, Attn: Mr. Wiley
Cox,  2251  Maxwell  St  SE,  Kirtland  AFB,  NM  87117-5773.

     (c)  1  copy(ies)  to:  Program  Manager, AFRL/VSSV, Attn: Program Manager,
3550  Aberdeen  Ave  SE,  Kirtland  AFB,  NM  87117-5776

H032  PRINCIPAL  INVESTIGATOR  (MAR  1998)

The  SpaceDev  Principal  Investigator for this effort is Jeffrey Janicik, (858)
375-2042.  No  substitution  shall be made without the prior written approval of
the  Air  Force  Procuring  Contracting  Officer  (PCO).

PRS-I001  5352.235-9000 SMALL BUSINESS INNOVATIVE RESEARCH) PHASE I AND PHASE II
CONTRACT  REQUIREMENTS  (AFMC)  TAILORED  FOR  PHASE  I  SBIR)  (MAY  2003)

The  following  requirements  from the FY 2002 Department of Defense (DoD) Small
Business  Innovation  Research  (SBIR)  solicitation  are  incorporated  herein:

1.  Status  Report  DI-MGMT-80368

      AFRL  determines  which  Phase I contractors will receive an invitation to
prepare a proposal for Phase II SBIR awards.  Therefore, it is critical that the
contractor  deliver  timely  reports  that  discuss  status  in  achieving goals
included  in the SBIR proposal "Work-Plan" or Statement of Work.  The contractor
shall  prepare  a DD 250 for all deliverable data.  Prepare the final DD 250 for
the contract by coding the shipment number with a "Z" and submitting it with the
Final  Report.

     The  contractor  shall  mark  all  data  delivered IAW DODD 5230.24 and the
following Distribution Statement B:  "Distribution authorized to U.S. Government
Agencies  only,  Proprietary  Information,  1  Mar  01.  Other requests for this
document  shall  be  referred  to  the  Air Force Research laboratory/VSSV, 3550
Aberdeen  Avenue,  SE,  Kirtland  AFB  NM  87117-5776."

     EXPORT  CONTROL  WARNING:  All  technical  data shall be marked as follows:
"WARNING:  This  document  contains technical data whose export is restricted by
the Arms Export Control Act (Title 22, U.S.C., Sec. 2751, et seq.) or the Export
Administration  Act  of  1979,  as  amended,  Title  50 U.S.C. app. 2401 et seq.
Violations  of  these  export  laws  are  subject  to severe criminal penalties.
Disseminate  IAW  the  provisions  of  the  DOD  Directive  5230.25.

                 The  contractor shall deliver the first Status Report within 10
calendar  days  after  completion  of  the FIRST full month.  Subsequent reports
shall  be  delivered every 30 calendar days thereafter through completion of the
contract  technical  effort.  Distribution  of  reports  shall  be  as  follows:

Addresses               Copies
               Draft     Final
AFRL/VSSV          0     1
Det  8  AFRL/PKVV  0     1
ACO                0     1
Total              0     3

2.   Scientific  and Technical Report-Final Report  DI-MISC-80711and Interim and
Final  Patent  Reports  (DD  Form  882)  DI-MISC.-80508A

       The Final Report shall be prepared IAW PS Pamphlet 61-201, Preparation of
Technical  Reports.  PS  Pamphlet  61-201  may  be accessed via the internet at:
http://www.vs.afrl.af.mil/publications   .   The  contractor  shall complete and
submit  with  the  Final Report, an SF 298, Report Documentation Page, available
at:  http://www.vs.afrl.af.mil/abstracts   .  The  Final Report shall contain in
detail  the  project  objectives,  work

<PAGE>

performed,  results  obtained,  and  estimates  of  technical  feasibility.  An
electronic  copy  shall be delivered with a hard copy of the draft version(s) as
well as with a hard copy of the final version of the technical report.  The most
current  version  of  MS Word shall be used.  A CD-ROM (CD-RW) or a zip disk are
the  acceptable  media  for  submittal.  Reports  shall  not  be  submitted  by
electronic  mail.  The  contractor  shall  incorporate all required changes upon
receipt of the technically reviewed and edited draft.  The "Z" coded DD Form 250
shall  be  delivered  to  AFRL/VSIR,  STINFO  Officer.

AFRL/VSIR  will  send  this  report  to the Defense Technical Information Center
(DTIC).  Under  no circumstances shall the contractor submit either the draft or
the  final  technical  report  to  DTIC.

The  contractor shall mark all data delivered IAW DODD 5230.24 and the following
distribution  statement:  "Distribution  authorized  to U.S. Government Agencies
only, Proprietary Information, 1 Mar 01.  Other requests for this document shall
be  referred  to  the Air Force Research Laboratory/VSSV, 3550 Aberdeen Ave, SE,
Kirtland  AFB  NM  87117-5776."

     EXPORT  CONTROL  WARNING:  All  technical  data shall be marked as follows:
"WARNING:  This  document  contains technical data whose export is restricted by
the Arms Export Control Act (Title 22, U.S.C., Sec. 2751, et seq.) or the Export
Administration  Act  of  1979,  as  amended,  Title  50 U.S.C. App. 2401 et seq.
Violations  of  these  export  laws  are  subject  to severe criminal penalties.
Disseminate  IAW  the  provisions  of  the  DoD  Directive  5230.25.

     The  contractor  shall  deliver the Final Scientific & Technical Report, in
draft,  within  30  calendar  days  after  completion  of the contract technical
effort.  The  USAF  will  review,  edit  and  return  the draft no later than 30
calendar  days  after  receipt  of the draft Final Report.  The contractor shall
incorporate  all required changes and deliver the Final Report as a camera-ready
copy  within  30  calendar  days after receipt of AF comments on the draft Final
Report.  The  "Z"  coded  DD  Form  250  shall be delivered to AFRL/VSIR, STINFO
Officer.

Addresses                  Copies
                  Draft     Final
AFRL/VSSV             2     2
AFRL/VSIR  (Mosher)   1     0
AFRL/VSOT-SBIR        0     1
Det  8  AFRL/PKVS Ltr  only Ltr  only
ACO               Ltr  only Ltr  only
Total                 3     3

     The  contractor shall deliver the Final Patent Report (DD Form 882), within
90  calendar days after completion of the contract technical effort.  A negative
report is required.  Failure to submit as required will result in withholding of
payment.

Addresses     Copies
               Final
AFRL/VSSV          1
Det  8  AFRL/PKVS  1
ACO                1
Total              3

PRS-I002  PUBLIC  LAW  102-564,  SEC.  306  (FEB  2003)  (MAY  2003)

Section  306(b)  of this Public Law requires this notice to be given to all SBIR
awardees:

     PURCHASE  OF  AMERICAN-MADE  EQUIPMENT AND PRODUCTS  --  It is the sense of
the  Congress  that an entity that is awarded a funding agreement under the SBIR
program  of  a  Federal agency under Section 9 of the Small Business Act should,
when  purchasing  any  equipment  or  a  product with funds provided through the
funding  agreement,  purchase  only American-made equipment and products, to the
extent  possible  in  keeping  with  the  overall  purposes  of  that  program





<PAGE>

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