AMENDMENT NO. 1 TO NOTE

                                 March 31, 2004

     Reference  is  made  to that certain Secured Convertible Note dated June 3,
2003  (as  amended,  modified  or supplemented from time to time, the "Borrowing
Note"),  made  by  SpaceDev,  Inc.,  a Colorado corporation (the "Borrower"), in
favor  LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box
1234  G.T.,  Queensgate House, South Church Street, Grand Cayman, Cayman Islands
("Laurus") in the original principal amount of One Million Dollars ($1,000,000),
and (ii) that certain Security Agreement, dated as of  June 3, 2003 (as amended,
modified  or  supplemented from time to time, the "Security Agreement"), between
the Borrower and Laurus.  Capitalized terms used herein without definition shall
have  the  meanings  ascribed  to  such  terms in the applicable Note or, if not
defined  therein,  in  the  Security  Agreement.

     WHEREAS,  the  Borrower  and  Laurus have agreed to amend, pursuant to this
Amendment  No.  1  (this  "Amendment"),  the  Note and the Security Agreement to
change  certain terms of the Note and the Borrower desires to make such changes;

     NOW,  THEREFORE,  in  consideration  for  the execution and delivery by the
Borrower  of  this Amendment, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which  is hereby acknowledged, the parties hereto
agree  as  follows:


     1.     Section  3.2  of  the Note is hereby deleted in its entirety and the
following  new  Section  3.2  is  inserted  in  lieu  thereof:

          "CONVERSION PRICE.  Subject  to adjustment as provided in  Section 3.7
hereof,  the  Conversion  Price  per  share  for  the  first One Million Dollars
($1,000,000)  of  conversions  made  hereunder,  shall  be  $0.55   (the  "FIXED
CONVERSION PRICE") which price shall be determined at closing by multiplying the
volume weighted average closing price of the Borrower's Common Stock for the ten
(10) trading days prior to closing by 103%.  If an Event of Default has occurred
and  shall  be continuing hereunder, then the Conversion Price shall be equal to
the  lower of (i) the Fixed Conversion Price; or (ii) eighty three percent (83%)
of  the  average  of the three lowest closing prices for the Common Stock on the
principal  trading  exchange  or  market  for  the Common Stock, (the "PRINCIPAL
MARKET"),  or on any securities exchange or other securities market on which the
Common  Stock  is  then being listed or traded, for the thirty (30) trading days
prior  to  but  not  including  the  Conversion Date.  For the next Five Hundred
Thousand  Dollars  ($500,000)  converted  hereunder,  the Fixed Conversion Price
therefore  shall  be  set at eight five cents ($0.85) per share of Common Stock.
The  Fixed Conversion Price shall then immediately be reset to equal 103% of the
volume  weighted  average  closing  price  of  the Common Stock for the ten (10)
trading  days  prior to the last day on which such Five Hundred Thousand Dollars
($500,000)  has  been  converted.  Thereafter  for  every  One  Million  Dollars
($1,000,000) of conversions made hereunder, the Fixed Conversion Price per share
of  Common Stock shall thereafter be adjusted upward to equal 103% of the volume
weighted average closing price of the Common Stock for the ten (10) trading days
prior  to  the  last  day  on  which  One  Million Dollars ($1,000,000) has been
converted."



     2.  This  Amendment  shall be effective as of the date hereof following the
execution  of  same  by  the  Borrower  and  Laurus.

     3.  There  are  no  other amendments to the Notes or the Security Agreement
(other  than,  in  each  case,  as  have  been  agreed in writing by the parties
hereto),  and  all of the other forms, terms and provisions of each Note and the
Security  Agreement  remain  in  full  force  and  effect.

     4.  The  Borrower  hereby  represents and warrants to Laurus that as of the
date  hereof  all  representation,  warranties and covenants made by Borrower in
connection  with  each  Note  and  the  Security  Agreement are true correct and
complete,  all of Borrower's covenants requirements have been met and no Default
or  Event  of  Default  has  occurred  and  is  continuing.

     5. This Amendment shall be governed by and construed in accordance with the
laws  of  the State of New York, without giving effect to applicable conflict of
laws  provisions.


                               *     *     *     *

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     IN  WITNESS  WHEREOF,  each  of  the  Borrower  and  Laurus has caused this
Amendment  No.  1 to Note to be signed in its name effective as of this 31st day
of  March,  2004.


    SPACEDEV,  INC.


    By:  /s/ Richard B. Slansky
    ---------------------------
    Name:  Richard B. Slansky
    Title: Chief Financial Officer



    LAURUS  MASTER  FUND,  LTD.


    By:  /s/ David Grin
    -------------------
    Name:  David Grin
    Title:  Director