EXHIBIT 10.39

                                 SPACEDEV, INC.
                             AMENDMENT NO. 1 TO THE
                        1999 EMPLOYEE STOCK PURCHASE PLAN


         SpaceDev,  Inc.  (the  "Company")  established  its 1999 Employee Stock
Purchase  Plan  as  follows:

         1.   Purpose  of  the  Plan.  The  purpose  of  this Plan is to provide
eligible  employees  who wish to become stockholders in the Company a convenient
method of doing so.  It is believed that employee participation in the ownership
of  the  business  will  be  to the mutual benefit of both the employees and the
Company.

         2.   Definitions.

              2.1  "Base  pay" means regular straight time earnings, plus review
cycle  bonuses  and  overtime payments, payments for incentive compensation, and
other  special  payments except to the extent that any such item is specifically
excluded  by  the  Board  of  Directors  of  the  Company  (the  "Board").

              2.2  "Account" shall mean the funds accumulated with respect to an
individual  employee  as a result of deductions from the employee's paycheck for
the  purpose  of  purchasing  stock  under this Plan.  The funds allocated to an
employee's  account  shall remain the property of the respective employee at all
times  but  may  be  commingled  with  the  general  funds  of  the  Company.

         3.   Employees Eligible to Participate.  Any employee of the Company or
any  of its subsidiaries who is in the employ of the Company or subsidiary on an
offering  commencement  date is eligible to participate in that offering, except
(a) employees whose customary employment is less than 20 hours per week, and (b)
employees  whose  customary  employment  is for not more than five months in any
calendar  year.

         4.   Offerings.  There will be separate consecutive six-month offerings
pursuant  to  the  Plan.  The  first  offering  commenced  on September 1, 1999.
Thereafter,  offerings commenced on each subsequent September 1 and March 1.  No
shares  were  issued  under the Plan between 1999 and 2003.  Effective August 1,
2003,  the  offering  periods  were  changed to August 1 and February 1, and the
final  offering period under this Plan was extended by the Board of Directors to
February  1,  2010,  whereby  the  Plan  will terminate on July 31, 2010, unless
subsequently extended by the Board of Directors.  In order to become eligible to
purchase  shares,  an  employee must sign an Enrollment Agreement, and any other
necessary  papers  on  or before the commencement date (revised to February 1 or
August  1)  of  the  particular  offering  in  which s/he wishes to participate.
Participation  in  one offering under the Plan shall neither limit, nor require,
participation  in  any  other  offering.

         5.   Price.  The  purchase  price  per share shall be the lesser of (1)
95%  of  the  fair market value of the stock on the offering date; or (2) 95% of
the  fair  market  value  of the stock on the last business day of the offering.
Fair  market  value  shall  mean  the  closing  ask  price  as  reported  on the
Over-the-Counter  Bulletin  or,  if the stock is traded on a stock exchange, the
closing  price  for  the  stock  on  the  principal  such  exchange.

         6.   Offering  Date.  The "offering date" as used in this Plan shall be
the  commencement  date of the offering, if such date is a regular business day,
or the first regular business day following such commencement date.  A different
date  may  be  set  by  resolution  of  the  Board.

         7.   Number of Shares to be Offered.  The maximum number of shares that
will  be  offered  under the Plan is 1,000,000 shares.  The shares to be sold to
participants  under  the  Plan  will  be  common stock of the Company and may be
restricted  to  resale  pursuant to the Securities Act of 1933 Rule 701 and Rule
144.  If  the  total number of shares for which options are to be granted on any
date  in  accordance with Section 10 exceeds the number of shares then available
under  the  Plan  (after  deduction  of  all  shares for which options have been
exercised or are then outstanding), the Company shall make a pro rata allocation
of  the  shares  remaining  available  in as nearly a uniform manner as shall be
practicable  and  as  it  shall  determine  to be equitable.  In such event, the
payroll  deductions  to be made pursuant to the authorizations therefor shall be
reduced  accordingly and the Company shall give written notice of such reduction
to  each  employee  affected  thereby.

         8.   Participation.

              8.1  An  eligible  employee may become a participant by completing
an  Enrollment  Agreement provided by the Company and filing it with Shareholder
Services  prior  to  the  Commencement  of  the  offering  to  which it relates.

              8.2  Payroll  deductions  for  a participant shall commence on the
offering  date,  and  shall  end on the termination date of such offering unless
earlier  terminated  by  the  employee  as  provided  in  Paragraph  14.

         9.   Payroll  Deductions.

              9.1 At the time a participant files his or her authorization for a
payroll  deduction, the participant shall elect to have deductions made from the
participant's  pay  on  each  payday during the time s/he is a participant in an
offering  at  the  rate of 2%, 4%, 6%, 8%, or 10% of the participant's base pay.

              9.2  All  payroll  deductions  made  for  a  participant  shall be
credited  to  the  participant's  account under the Plan.  A participant may not
make  any  separate cash payment into such account nor may payment for shares be
made  other  than  by  payroll  deduction.

              9.3  A participant may discontinue his or her participation in the
Plan  as  provided  in  Section  14,  but  no other change can be made during an
offering  and,  specifically, a participant may not alter the rate of his or her
payroll  deductions  for  that  offering.

         10.  Granting  of  Option.  On  the  offering  date, this Plan shall be
deemed  to  have granted to the participant an option for as many full shares as
s/he  will  be  able  to  purchase  with  the payroll deductions credited to the
participant's  account  during  his  or  her  participation  in  that  offering.

         11.  Exercise  of  Option.  Each  employee  who  continues  to  be  a
participant  in  an  offering on the last business day of that offering shall be
deemed  to  have exercised his or her option on such date and shall be deemed to
have  purchased  from  the  Company  such  number of full shares of common stock
reserved  for  the  purpose of the Plan as the participant's accumulated payroll
deductions  on  such  date  will  pay  for  at  the  option  price.

         12.  Employee's  Rights  as  a  Shareholder.  No participating employee
shall  have  any  right  as  a  shareholder with respect to any shares until the
shares have been purchased in accordance with Section 11 above and the stock has
been  issued  by  the  Company.

         13.  Evidence  of  Stock  Ownership.

              13.1  Promptly  following  the end of each offering, the number of
shares  of common stock purchased by each participant shall be deposited into an
account  established  in  the  participant's  name at a stock brokerage or other
financial  services  firm  designated  by  the  Company (the "ESPP Broker"). The
shares  that the employees purchase under the Stock Purchase Plan are restricted
securities.  They  are  not  free trading. Therefore the employees must sell the
securities  pursuant  to  the  conditions  and  terms  of  Rule  144.

              13.2  The participant may direct, by written notice to the Company
at  the time of the participant's enrollment in the Plan, that the participant's
ESPP Broker account be established in the names of the participant and one other
person  designated  by  the  participant,  as  joint  tenants  with  right  of
survivorship, tenants in common, or community property, to the extent and in the
manner  permitted  by  applicable  law.

              13.3  A  participant  shall be free to undertake a disposition (as
that  term  is  defined  in  Section  424(c)  of  the Code) of the shares in the
participant's  account  at  any  time, whether by sale, exchange, gift, or other
transfer of legal title, but in the absence of such a disposition of the shares,
the shares must remain in the participant's account at the ESPP Broker until the
holding period set forth in Section 423(a) of the Code has been satisfied.  With
respect  to  shares  for  which  the  Section  423(a)  holding  period  has been
satisfied, the participant may move those shares to another brokerage account of
participant's  choosing  or  request  that  a  stock  certificate  be issued and
delivered  to  him  or  her.

              13.4  A  participant  who is not subject to payment of U.S. income
taxes  may  move  his  or  her  shares  to  another  brokerage  account  of  the
participant's  choosing  or  request  that  a  stock  certificate  be issued and
delivered  to  him or her at any time, without regard to the satisfaction of the
Section  423(a)  holding  period.

         14.  Withdrawal.

              14.1  An  employee may withdraw from an offering, in whole but not
in  part,  at  any  time  prior  to  the  last  business day of such offering by
delivering  a  Withdrawal Notice to the Company, in which event the Company will
refund the entire balance of the participant's deductions as soon as practicable
thereafter.

              14.2  To  re-enter  the  Plan,  an  employee  who  has  previously
withdrawn  must  file a new Enrollment Agreement in accordance with Section 8.1.
The  employee's  re-entry  into  the  Plan  will not become effective before the
beginning  of  the next offering following the employee's withdrawal, and if the
withdrawing  employee is an officer of the Company within the meaning of Section
16  of the Securities Exchange Act of 1934 s/he may not re-enter the Plan before
the  beginning  of  the  second  offering  following  his  or  her  withdrawal.

         15.  Carryover  of  Account.  At  the  termination of each offering the
Company shall automatically re-enroll the employee in the next offering, and the
balance  in the employee's account shall be used for option exercises in the new
offering,  unless  the  employee  has  advised  the  Company  otherwise.  Upon
termination  of  the  Plan,  the  balance  of  each  employee's account shall be
refunded  to  him  or  her.

         16.  Interest.  No interest will be paid or allowed on any money in the
accounts  of  participating  employees.

         17.  Rights  Not Transferable.  No employee shall be permitted to sell,
assign, transfer, pledge, or otherwise dispose of or encumber either the payroll
deductions  credited  to the employee's account or any rights with regard to the
exercise  of an option or to receive shares under the Plan other than by will or
the  laws  of descent and distribution, and such right and interest shall not be
liable for, or subject to, the debts, contracts, or liabilities of the employee.
If  any  such  action  is taken by the employee, or any claim is asserted by any
other  party in respect of such right and interest whether by garnishment, levy,
attachment  or otherwise, such action or claim will be treated as an election to
withdraw  funds  in  accordance  with  Section  14.

         18.  Termination of Employment.  Upon termination of employment for any
reason whatsoever, including but not limited to death or retirement, the balance
in  the account of a participating employee shall be paid to the employee or the
employee's  estate.

         19.  Amendment or Discontinuance of the Plan.  The Board shall have the
right  to  amend,  modify,  or  terminate  the  Plan at any time without notice,
provided  that  no  employee's  existing  rights under any offering already made
under  Section  4 hereof may be adversely affected thereby, and provided further
that  no  such  amendment  of  the Plan shall, except as provided in Section 20,
increase  above 1,000,000 shares the total number of shares to be offered unless
shareholder  approval  is  obtained  therefor.

         20.  Changes  in  Capitalization.  In  the  event  of  reorganization,
recapitalization,  stock  split,  stock dividend, combination of shares, merger,
consolidation,  offerings of rights, or any other change in the structure of the
common  shares of the Company, the Board may make such adjustment, if any, as it
may  deem appropriate in the number, kind, and the price of shares available for
purchase  under  the  Plan,  and  in  the  number of shares which an employee is
entitled  to  purchase.

         21.  Share Ownership.  Notwithstanding anything herein to the contrary,
no  employee  shall  be  permitted to subscribe for any shares under the Plan if
such  employee,  immediately after such subscription, owns shares (including all
shares  which  may  be purchased under outstanding subscriptions under the Plan)
possessing 5% or more of the total combined voting power or value of all classes
of  shares  of the Company or of its parent or subsidiary corporations.  For the
foregoing  purposes  the rules of Section 425(d) of the Internal Revenue Code of
1986 shall apply in determining share ownership.  In addition, no employee shall
be  allowed  to  subscribe  for  any  shares  under  the  Plan which permits the
employee's  rights  to purchase shares under all "employee stock purchase plans"
of the Company and its subsidiary corporations to accrue at a rate which exceeds
$25,000  of  the  fair  market value of such shares (determined at the time such
right  to  subscribe  is  granted) for each calendar year in which such right to
subscribe  is  outstanding  at  any  time.

         22.  Administration.  The Plan shall be administered by the Board.  The
Board  may  delegate  any or all of its authority hereunder to such committee of
the  Board  or  officer  of  the Company as it may designate.  The administrator
shall  be  vested  with  full  authority to make, administer, and interpret such
rules  and  regulations  as  it  deems necessary to administer the Plan, and any
determination,  decision,  or action of the administrator in connection with the
construction,  interpretation,  administration, or application of the Plan shall
be  final, conclusive, and binding upon all participants and any and all persons
claiming  under  or  through  any  participant.

         23.  Notices.  All  notices or other communications by a participant to
the  Company  under  or in connection with the Plan shall be deemed to have been
duly given when received by Shareholder Services of the Company or when received
in  the  form  specified  by  the  Company  at  the  location, or by the person,
designated  by  the  Company  for  the  receipt  thereof.

         24.  Termination  of  the  Plan.  This  Plan  shall  terminate  at  the
earliest  of  the  following:

              24.1  September  30,  2010;

              24.2  The  date of the filing of a Statement of Intent to Dissolve
by  the  Company  or the effective date of a merger or consolidation wherein the
Company is not to be the surviving corporation, which merger or consolidation is
not  between  or  among  corporations  related  to  the  Company.  Prior  to the
occurrence  of either of such events, on such date as the Company may determine,
the  Company  may  permit  a  participating  employee  to exercise the option to
purchase shares for as many full shares as the balance of the employee's account
will allow at the price set forth in accordance with Section 5.  If the employee
elects  to purchase shares, the remaining balance of the employee's account will
be  refunded  to  the  employee  after  such  purchase.

              24.3  The  date the Board acts to terminate the Plan in accordance
with  Section  19  above.

              24.4  The  date  when all shares reserved under the Plan have been
purchased.

         25.  Limitations  on  Sale of Stock Purchased Under the Plan.  The Plan
is  intended  to  provide  common  stock for investment and not for resale.  The
Company  does  not, however, intend to restrict or influence any employee in the
conduct  of  the employee's own affairs.  An employee, therefore, may sell stock
purchased  under  the  Plan at any time s/he chooses, subject to compliance with
any  applicable Federal or state securities laws.  THE EMPLOYEE ASSUMES THE RISK
OF  ANY  MARKET  FLUCTUATIONS  IN  THE  PRICE  OF  THE  STOCK.

         26.  Governmental  Regulation.  The  Company's  obligation  to sell and
deliver  shares  of the Company's common stock under this Plan is subject to the
approval  of  any  governmental  authority  required  in  connection  with  the
authorization,  issuance,  or  sale  of  such  shares.