SPACEDEV, INC.
                                13855 STOWE DRIVE
                                 POWAY, CA 92064




January  16,  2004

Randall  K.  Simpson
13997  Pequot  Drive
Poway,  CA  92064

Dear  Randy:

SpaceDev,  Inc.  is  dedicated  to  providing  innovative  and  affordable space
solutions.  As  a  small,  growing  company,  we  highly  value the professional
competence  and personal commitment of each member of our team.  We believe that
your  capabilities and professional experience match our needs and expectations.
I am therefore pleased to make the following offer, subject to Board of Director
approval:

     Position:                      Vice  President  of  Business Development,
subject to Board approval

     Reporting  to:                 Chief  Executive  Officer

     Responsible for:              Generating  direct  sales from government and
                                   commercial    customers     and    prospects;
                                   generating  Congressional  Adds, developing a
                                   sales  and  business  development  team  over
                                   time; creating process and procedures related
                                   to  sales, marketing and proposal generation;
                                   training  engineers in system engineering and
                                   project  management  techniques; assisting in
                                   intellectual  property  protection;  and, any
                                   other  programs, projects or assignments from
                                   the  CEO.

     Classification:                Exempt

     Annual  Salary:                US$115,000  per  annum

     Cash  Bonus:                   TBD

     Stock  Options:               Incentive  stock  options   (defined  in  the
                                   Company's 1999 Stock Option Plan) to purchase
                                   up  to  250,000  shares  of  SpaceDev  common
                                   stock,  subject to Board approval. Vesting of
                                   these  options will be: 125,000 shares vested
                                   upon  meeting  certain performance goals that
                                   will  be established with the CEO and 125,000
                                   shares  shall  vest  during employment in ten
                                   (10)  equal  semi-annual installments over 60
                                   months  on  every  6-month anniversary of the
                                   Grant Date, at an exercise price equal to the
                                   Fair  Market  Value  of SpaceDev stock at the
                                   Grant  Date,  with  a six (6) year expiration
                                   date.

     Paid  Time  Off  &  Holidays: Fifteen (15) days PTO (paid time-off). Twelve
                                  (12)  holidays  (fixed  and floating)  granted
                                  under  our  standard  SpaceDev  Plan   per our
                                   Employee  Handbook.
     Medical/Dental/Other
     Benefits:                    Standard  SpaceDev  Plan  per   our   Employee
                                   Handbook.

     Reimbursements:              All  reasonable   and   appropriate   business
                                  expenses  shall  be  reimbursed  in  a  timely
                                  manner  with  proper  receipts  and/or
                                  documentation.

     Start  Date:                  January  26,  2004

We  look  forward  to  your acceptance of this offer and to a mutually rewarding
professional  relationship.  This  offer  is  good  until  the close of business
January 19, 2004.  After accepting this offer, please acknowledge by signing and
returning  this  offer  letter.

Sincerely,

SpaceDev,  Inc.

By:  /s/  Richard  B.  Slansky
------------------------------

Richard  B.  Slansky
Chief  Financial  Officer

--------------------------------------------------------------------------------

I  understand  that  employment with SpaceDev, Inc. is not for a specified term,
and  is  at  the  mutual  consent of the employee and the Company.  Accordingly,
either  the employee or the Company can terminate the employment relationship at
will,  with or without cause, at any time.  Nothing in this offer is intended or
understood  to  create  a different relationship with the Company.  My signature
below  is  acceptance  of  this  compensation  offer  stated.  Please return the
original  signed  letter  and  maintain  the  copy  for  your  records.

                          By:  /s/  Randall  K.  Simpson      January  19,  2004
                          ------------------------------------------------------
                          Randall  K.  Simpson                Date