SPACEDEV, INC.
                                13855 STOWE DRIVE
                                 POWAY, CA 92064




November  17,  2003

Dan  DaPra
13855  Stowe  Drive
Poway,  CA  92064

Dear  Dan:

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  Engineering

     Reporting  to:                Chief  Executive  Officer

     Responsible  for:             Engineering   management    and    leadership
                                   functions,  intellectual  property protection
                                   (in  conjunction with legal and CFO), project
                                   management  and analysis, technical strategic
                                   planning  and any other programs, projects or
                                   assignments  from  the  CEO.

     Classification:               Exempt

     Annual  Salary:               US$125,000  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:  25,000   shares
                                   immediately  vested upon joining the Company;
                                   125,000  shares  vested  upon meeting certain
                                   performance  goals  that  will be established
                                   with the CEO and 100,000 shares shall vest 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:     Ten  (10)  days  PTO  (paid time-off). Twelve
                                   (12)  holidays  (fixed   and  floating)   off
                                   granted  under  Standard  SpaceDev  Plan  per
                                   Employee  Handbook.

     Medical/Dental/Other
     Benefits:                     Standard SpaceDev Plan per Employee Handbook.
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     Reimbursements:               All  reasonable  and   appropriate   business
                                   expenses  shall  be  reimbursed  in  a timely
                                   manner    with   proper    receipts    and/or
                                   documentation.

     Severance:

If,  as  a  result  of  a  Change  in  Control  or  within twelve (12) months of
employment with SpaceDev, Employee is either involuntarily terminated other than
for  Cause  or  resigns  for  Good Reason within the Election Window, as defined
herein, the Company shall pay Employee the full amount of the accrued but unpaid
salary  earned  through  the  date  of  termination, plus a cash payment for all
unused  PTO  time which Employee may have accrued as of the date of termination.
In  addition,  the Company shall pay Employee a severance allowance equal to six
(6)  months  compensation  at Employee's then current Base Salary less taxes and
social  security  required  to  be  withheld,  payable  biweekly pursuant to the
payroll  procedures  regularly  established  by  the Company, and shall maintain
health  benefits  for Employee for a period of six (6) months following the date
of termination. If required by a successor company, Executive will not engage in
any  competitive  activity  for  a  period of one (1) year following a Change in
Control. Executive will not engage in any solicitation of employees for a period
of  one  (1)  year  following  termination  of  employment.

For purposes of this provision, "Election Window" shall mean the thirty (30) day
period  beginning  on  the  earlier  of the date a Change in Control is publicly
announced  or  the  date  a  Change in Control takes effect. A Change in Control
shall  be  deemed  to  have  occurred  if:

(A)  The acquisition (other than from Company) by any person, entity or "group",
within  the  meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Exchange Act
(excluding,  for  this  purpose,  any  employee  benefit  plan of Company or its
subsidiaries  which  acquires  beneficial  ownership  of  voting  securities  of
Company)  of  beneficial ownership (within the meaning of Rule 13d-3 promulgated
under  the Exchange Act) of 50% or more of either the then outstanding shares of
Common  Stock  or the combined voting power of Company's then outstanding voting
securities  entitled  to  vote  generally  in  the  election  of  directors;  or

(B)  Approval  by  the  stockholders  of  Company  of  a reorganization, merger,
consolidation,  in each case, with respect to which the shares of Company voting
stock  outstanding  immediately  prior   to  such   reorganization,   merger  or
consolidation  do  not constitute or become exchanged for or converted into more
than 50% of the combined voting power entitled to vote generally in the election
of  directors  of  the  reorganized,  merged  or  consolidated  company's   then
outstanding  voting securities, or a liquidation or dissolution of Company or of
the  sale  of all or substantially all of the assets of Company.  A reduction of
Mr.  Benson's  stock  below  50%  shall  NOT  be considered a Change of Control.

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"Good  Reason" shall mean a resignation of Employee's employment during the Term
as a result of any of the following: (i) a meaningful and detrimental alteration
in  your  position,  titles, responsibilities or reporting responsibilities from
that contemplated under this Agreement; provided, however, that a change in your
position,  titles, responsibilities or reporting responsibilities as a result of
or  in connection with a Change in Control shall not constitute an event of Good
Reason for purposes of this Agreement; (ii) the failure of the Company to obtain
an  agreement  reasonably  satisfactory  to you from any successor to assume and
agree to perform this Agreement; or (iii) the significant mandatory reduction by
the  Company  in  your  annual  rate  of  Base Salary; or (iv) relocation of the
principal place of employment of Employee by a distance greater than thirty-five
(35)  miles  from  the  current  headquarters  of  the  Company.

     Start  Date:                    December  8,  2003  or  January  6,  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
November 6, 2003.  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/  Dan  DaPra                 November  17, 2003
                         -------------------------------------------------------
                         Dan  DaPra                           Date

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