HQ0006-04-D-0002

                                                                     Page 1 of 1


Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

AWARD/CONTRACT
1.  THIS  CONTRACT  IS  A RATED ORDER UNDER DPAS (15 CFR 350)  |  RATING DXC9  |
                                                          PAGE  1  OF  26  PAGES
2.  CONTRACT  NO.  HQ0006-04-D-0002
3.  EFFECTIVE  DATE  01  MAR  2004
4.  REQUISITION/PURCHASE  REQUEST/PROJECT NO.
5.  ISSUED  BY
         MISSILE DEFENSE AGENCY (MDA) CODE:  HQ0006
         7100  DEFENSE  PENTAGON
         WASHINGTON  DC  20301-7100
6.  ADMINISTERED  BY
         DCMA  SAN  DIEGO CODE:  S0514A
         7675  DAGGET  STREET
         100/200
         SAN  DIEGO  CA  92111-2241
              FACILITY  CODE
7.  NAME  AND  ADDRESS  OF CONTRACTOR
         SPACEDEV,  INC.
         CODE:  1J2T1
         RICHARD  SLANSKY
         13855  STOWE  DRIVE
         POWAY  CA  92064
8.  DELIVERY  [  ] FOB ORIGIN  [X] OTHER (See  below)
9.  DISCOUNT  FOR PROMPT PAYEMENT  N/A
10. SUBMIT INVOICESG
    4 COPIES UNLESS OTHERWISE SPECIFIED TO THE ADDRESS SHOWN IN:
      ITEM:  SECTION
11. SHIP TO/MARK FOR     CODE:
     SEE  SCHEDULE
12. PAYMENT WILL BE BY     CODE:  HQ0339
         DFAS/CO - WEST ENTITLEMENT OPERATIONS
         P.O.  BOX  182381
         3990  EAST  BROAD  STREET  BLDG  21
         COLUMBUS  OH  43218-2381
13.  AUTHORITY  FOR  USING  OTHER  THAN   FULL  AND  OPEN  COMPETITION:
     [  ]  10 U.S.C. 2304(c)(    )   [  ] 41 U.S.C.
14. ACCOUNTING AND APPROPRIATION DATA253(c)(   )
15A.  ITEM  NO.
15B.  SUPPLIES/SERVICES
15C.  QUANTITY
15D.  UNIT
15E.  UNIT PRICE
15F.  AMOUNT
          SEE  SCHEDULE
15G.  TOTAL  AMOUNT  OF  CONTRACT:  $26,277,325.00
16.  TABLE  OF  CONTENTS
|(X)  |SEC. |  DESCRIPTION                                |PAGE(S)
            |  PART  I  -  THE  SCHEDULE
|  X  |  A  |  SOLICITATION/CONTRACT  FORM                |  1
|  X  |  B  |  SUPPLIES  OR  SERVICES  AND  PRICES/COSTS  |  2-5
|  X  |  C  |  DESCRIPTION/SPECS/WORK  STATEMENT          |  6-8
|  X  |  D  |  PACKAGING  AND  MARKING                    |  9
|  X  |  E  |  INSPECTION  AND  ACCEPTANCE                |  10
|  X  |  F  |  DELIVERIES  OR  PERFORMANCE                |  11
|  X  |  G  |  CONTRACT  ADMINISTRATION  DATA             |  12-14
|  X  |  H  |  SPECIAL  CONTRACT  REQUIREMENTS            |  15-21
            |PART  II  -  CONTRACT  CLAUSES
|  X  |  I  |  CONTRACT  CLAUSES                      |  22-25
            |PART  III  -  LIST  OF  DOCUMENTS,  EXHIBITS  AND
             OTHER  ATTACHMENTS
|  X  |  J  |  LIST  OF  ATTACHMENTS                   |  26
            |PART  IV  -  REPRESENTATIONS  AND  INSTRUCTIONS
|     |  K  |  REPRESENTATIONS,  CERTIFICATIONS  AND  OTHER
               STATEMENTS OF OFFERORS
|     |  L  |  INSTRS.,  CONDS.,  AND  NOTICES  TO  OFFERORS
|     |  M  |  EVALUATION  FACTORS  FOR  AWARD
CONTRACTING  OFFICER  WILL  COMPLETE  ITEM  17  OR  18  AS  APPLICABLE
17.  [X]  CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this
document  and return 1 copy to issuing office)  Contractor agrees to furnish and
deliver  all items or perform all the services set forth or otherwise identified
above  and  on any continuation sheets for the consideration stated herein.  The
rights  and  obligations of the parties to this contract shall be subject to and
governed  by  the  following  documents:  (a)  this   award/contract,   (b)  the
solicitation,  if any, and (c) such provisions, representations, certifications,
and  specifications,  as  are  attached  or  incorporated  by  reference herein.
(Attachments  are  listed  herein.)
18.  [  ]  AWARD  (Contractor is not required to sign this document)  Your offer
on Solicitation Number __________ including the additions or changes made by you
which additions or changes are set forth in full above, is hereby accepted as to
the  items  listed above and on any continuation sheets.  This award consummates
the  contract  which  consists  of the following documents: (a) the Government's
solicitation  and  your  offer,  and  (b)  this  award/contract.  No  further
contractual  document  is  necessary.
19A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)
Richard B. Slansky CFO

20A. NAME AND TITLE OF CONTRACTING  OFFICER
Karla Smith Jackson
CPCM Director Advanced Systems Contracting
TEL:
EMAIL:
19B.  NAME  OF CONTRACTOR                     19C. DATE SIGNED
     BY  /s/ Richard B. Slansky                 March 24, 2004
--------------------------------------------------------------



20B. UNITED STATES OF AMERICA 20C.                DATE  SIGNED
     BY  /s/ Karla Smith Jackson                March 31, 2004
--------------------------------------------------------------
STANDARD  FORM  26  (REV.  4-85)
                                                          PAGE  2  OF  26  PAGES
Section  B  -  Supplies  or  Services  and  Prices

   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0001                              130,626
               Micro  Sat  Distributed  Sensing  Experiment
               CPFF
               The  Contractor  shall  conduct  a  micro  satellite  distributed
               sensing  experiment and conduct other micro satellite studies and
               experiments  as  required  in  accordance  with  the Statement of
               Objectives  (SOO)  in  Section  C-1. NOTE: The unit of issue of 1
               Labor  Hour equates to 1 Direct Productive Labor Hour (DPLH). See
               Special  Contract  Requirement  H-1.

                                               ESTIMATED COST     $23,873,988.00
                                                     FIXED FEE     $2,013,867.00
                                                                  --------------
                                         TOTAL EST COST + FEE     $25,887,855.00
                                                                  --------------
               Funded Amount                                               $0.00

FOB:  Destination

                                                                HQ0006-04-D-0002

                                                                   Page 21 of 25


   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0002
               Other  Direct  Costs  -  Travel
               COST
               Travel  to  support  MDA/AS  in  accordance with the SOO (Section
               C-1).

                                                  ESTIMATED COST     $389,470.00
               Funded Amount                                               $0.00

FOB:  Destination



   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0003
               Data  and  Reports

               Provide data and reports for CLIN 0001 in accordance with the SOO
               (Section C-1). THIS LINE ITEM IS NOT SEPARATELY PRICED (NSP) FROM
               LINE  ITEM  0001.

                                                                  ESTIMATED COST
               Funded Amount                                               $0.00

FOB:  Destination

                                                          PAGE  3  OF  26  PAGES


   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0101                              71,000
   OPTION      Laser  Communications  Experiment
               CPFF
               The  Contractor  shall conduct a laser communications experiment,
               and  conduct  other  micro  satellite  studies and experiments as
               required  in accordance with the Statement of Objectives (SOO) in
               Section C-1. NOTE: The unit of issue of 1 Labor Hour equates to 1
               Direct  Productive  Labor  Hour  (DPLH).   See  Special  Contract
               Requirement  H-1.
                                               ESTIMATED COST     $15,448,082.00
                                                     FIXED FEE     $1,309,373.00
                                                                  --------------
                                         TOTAL EST COST + FEE     $16,757,455.00
                                                                  --------------
               Funded Amount                                               $0.00

FOB:  Destination


   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0102
   OPTION      Other  Direct  Costs  -  Travel
               COST
               Travel  to  support  MDA/AS  in  accordance with the SOO (Section
               C-1).
                                                  ESTIMATED COST     $327,491.00
               Funded Amount                                               $0.00

FOB:  Destination



   ITEM NO     SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
   0103
   OPTION      Data  and  Reports

               Provide data and reports for CLIN 0101 in accordance with the SOO
               (Section C-1). THIS LINE ITEM IS NOT SEPARATELY PRICED (NSP) FROM
               LINE  ITEM  0001.
                                                                  ESTIMATED COST
               Funded Amount                                               $0.00

FOB:  Destination


                                                          PAGE  4  OF  26  PAGES
------

SECTION  B
----------
B-2     ESTIMATED  COST  AND  FEE
        -------------------------

     The  total  estimated  cost  and  fixed fee of this contract, including all
options  that  may  be  exercised,  is:

          Estimated  Cost                                            $40,039,031
          Fixed  Fee                                                $  3,323,240
                                                                    ------------
          Estimated  Total  Cost  Plus  Fixed  Fee                   $43,362,271

     For  task  orders  under  CLIN  0001and  CLIN  0101  the fixed fee shall be
determined  by  applying  8.3% percent against the negotiated estimated cost for
each  task  order  exclusive  of  Travel.

B-3     CONTRACT  TYPE
        --------------

     This  is  a  Cost-Plus-Fixed-Fee  Indefinite  Delivery/Indefinite Quantity,
Completion  and Level-of-Effort Task Order contract with a five-year base period
with  an  option  for  the  laser  communications  experiment  as  specified  in
Section/Paragraph  F-1  which  may  be  issued concurrently.  The minimum amount
ordered  under  this  contract  will  be  7,663  DPLH.

B-4     PAYMENT  OF  FIXED  FEE  (ORDERING)
        -----------------------------------

     a.     The  fee  paid for CLIN 0001 will be the total of all fees earned on
the  negotiated  task  orders  performed under CLIN 0001.  The fee for each CLIN
0001  task  order  will  be  calculated using the fixed fee rates in clause B-2.

     b.     Both  Level  of  Effort  (LOE)  and  Completion orders may be issued
against  CLIN  0001,  and  if  exercised  CLIN  0101.

     c.     For completion task orders the Government will  make   fee   payment
in  accordance  with Paragraph B-4e, Completion/Ordering, of this contract.  For
LOE  task  orders,  the  Government  will  make  fee  payment in accordance with
Paragraph  B-4f,  LOE/Ordering,  of  this  contract.

     d.     Direct productive labor hours (DPLH's) will be included in each task
order.  The  purpose  of  including labor hours in the completion task orders is
solely  for  application  to the maximum DPLH for the contract.  THE LABOR HOURS
ARE NOT INCLUDED FOR THE PURPOSE OF FEE PAYMENT OR TO ESTABLISH A CEILING IN THE
COMPLETION  TASK  ORDERS.

     e.     Completion/Ordering:  The  Government  will  make  payments  to  the
Contractor  when  requested  as work progresses in accordance with FAR 52.216-7.
Each  invoice  shall  contain a statement by the Contractor as to the cumulative
percentage of work performed and the cumulative percentage of fee invoiced.  Fee
shall  be  payable, subject to other provisions of FAR 52.216-8, "Fixed Fee," in
amounts  commensurate  with  the  percentage  of  work  performed.

          (1)  For tasks issued by MDA, the contractor shall submit fee invoices
     to  the  MDA Contracting Officer's Representative (COR) for verification of
     completion  or delivery and acceptance of the deliverable. Upon approval by
     the  MDA  COR  it  will  be  sent  to  DFAS.

          (2) For tasks issued by agencies external to MDA, the contractor shall
     submit  fee  invoices  to  the  Task  Manager  identified  in  the task for
     verification  of  completion or delivery and acceptance of the deliverable.
     Upon  approval  by  the  agency's  Task  Manager  it  will be sent to DFAS.

     In  no case shall the cumulative amount of the fee invoiced, when expressed
as a percentage of the total fixed fee for the applicable task order, exceed the
cumulative  percentage  of  work performed for that task order at the end of the
task  order  period  of  performance.

     f.  LOE/Ordering:  For  those  task orders designated "LOE," the Contractor
shall  invoice  the  fee  separately.

                                                          PAGE  5  OF  26  PAGES

          (1) For tasks issued by MDA, the contractor shall submit such invoices
     to  the  MDA  COR for verification of the percentage of DPLHs performed for
     the  billing period. Upon approval by the MDA COR, the invoice will be sent
     to  DFAS.

          (2) For tasks issued by agencies external to MDA, the contractor shall
     submit  such  invoices to the agency's Task Manager for verification of the
     percentage  of DPLHs performed for the billing period. Upon approval by the
     agency's  Task  manager,  the  invoice  will  be  sent  to  DFAS.

     Each  invoice for fee shall contain a statement by the Contractor as to the
cumulative  percentage  of  DPLHs performed and the cumulative percentage of fee
invoiced.  Fee  shall  be  payable, subject to other provisions of FAR 52.216-8,
"Fixed  Fee," in amounts commensurate with the percentage of work performed.  In
no  case  shall  the  cumulative amount of the fee invoiced, when expressed as a
percentage  of  the  total  Fixed  Fee for the applicable task order, exceed the
cumulative percentage of DPLHs performed for that task order (as verified by the
MDA  COR  or other agency's Task Manager) at the end of the billing period. Upon
approval by the MDA COR or other agency's Task Manager, the invoice will be sent
to DFAS.  As outlined in Special Contract Requirement H-02, Level of Effort, the
fixed  fee shall be automatically adjusted and shall be reduced in proportion to
the  ratio  of  the  DPLHs  actually  delivered  to  the maximum DPLHs.  Also as
outlined  in  Special Contract Requirement H-02, the fixed fee shall be adjusted
in  the  event  DPLHs delivered by labor category exceed the specified variance.

B-5     COMPUTATION  OF  DIRECT  PRODUCTIVE  LABOR  HOURS  (DPLH)
        ---------------------------------------------------------

     a.     The  minimum  number  of  DPLH  that  may be ordered under each CLIN
(0001,  and  if  exercised CLIN 0101) is 7,663.  The maximum number of DPLH that
may  be  ordered  under  this  contract  is  201,626  DPLH.

     b.     The  actual  number  of  DPLH  within  the maximum ordered under the
contract  is  computed  as  follows:

          1.  For  level  of  effort  task orders, the number of DPLH ordered is
     defined  as  the  number  of  DPLH  ordered  in the individual task orders.

          2.  For  completion task orders, the number of DPLH ordered is defined
     as  the number of DPLH negotiated in determining the estimated costs of the
     individual  task  orders.

     c.     The  total  DPLH  ordered  for  all  tasks, both level of effort and
completion,  shall  not  exceed  the  maximum number of DPLH that may be ordered
under  the  total  contract.

<PAGE>

     Confidential treatment has been requested for portions of this exhibit. The
copy  filed herewith omits the information subject to a confidentiality request.
Omissions  are  designated  ******.  A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

                                                          PAGE  6  OF  26  PAGES

Section  C  -  Descriptions  and  Specifications

CLAUSES  INCORPORATED  BY  FULL  TEXT


C-01     SCOPE  OF  WORK  (JAN  2001)

     The  Contractor  shall  perform  the  work  specified  in the SOO and other
Attachments  in  Section  J  of  this  contract, and shall provide any material,
equipment,  and  facilities  incidental  to  performance  of  this  requirement.

                             STATEMENT OF OBJECTIVES
                                 BASIC CONTRACT
                                HQ0006-04-D-0002

                         DISTRIBUTIVE SENSING EXPERIMENT

                                 14 JANUARY 2004

1.0     BACKGROUND
        ----------

This  is  a task order contract to conduct a micro satellite Distributed Sensing
Experiment and, possibly as an option, a laser communications experiment, and to
conduct  other  micro  satellite  studies  and  experiments  as  required.  The
experiments  and  studies  shall  require SpaceDev, Inc. to procure hardware and
software  pursuant  to  design, build, test, integrate with launch vehicles, and
operate  micro  satellites  for  the purpose of supporting the Ballistic Missile
Defense  System  (BMDS).

2.0     SCOPE
        -----

2.1     SpaceDev,  Inc.  shall  be  the  prime  contractor  providing all labor,
material,  and  administrative  activities necessary to perform the Distributive
Sensing  Experiment.  This  experiment will be conducted in phases with separate
task  orders  for  each  phase.  The  phases are Experiment Analysis; Design and
Development;  Fabrication,  Integration  and  Test;  and Launch, Operations, and
Maintenance.
2.2     The  Government  may  request  additional  studies  and  experiments  to
integrate micro satellites into the BMDS.  Specifically, based on the results of
the  first  two phases of the Distributed Sensing Experiment, the Government may
opt  to  purchase  up  to  three additional satellite buses for integration of a
to-be-defined  laser  communications  experiment.  Task  orders  for  the  Laser
Communications Experiment will be for the same phases as the Distributed Sensing
Experiment.

3.0     PERIOD  OF  PERFORMANCE
        -----------------------

The  period  of  performance  is  60  months  from  date  of  contract  award.

4.0     REQUIREMENTS
        ------------

4.1     SpaceDev, Inc. and its subcontractors shall provide all labor, material,
and  administrative  activities  necessary  to  perform the Distributive Sensing
Experiment.  The  experiment and studies shall require SpaceDev, Inc. to procure
hardware  and  software  pursuant  to design, build, test, integrate with launch
vehicles,  and  operate  micro  satellites  for  the  purpose  of supporting the
Ballistic  Missile  Defense  System  (BMDS).
4.1.1     The  micro satellite distributed sensing experiment shall consist of a
cluster  of  three  micro satellites, mission control center and ground stations
for  the purpose of detecting and tracking ballistic missiles in their boost and
midcourse  phases.
4.1.2     [******]

<PAGE>
Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

                                                          PAGE  7  OF  26  PAGES

4.1.3     [******]
4.1.4     [******]
4.1.5     [******]
4.1.6     [******]
4.1.7     Technical reviews shall be conducted at the end of each phase and will
serve  as  Government decision points for the next phase.  All technical reviews
will  be  joint with all payload and other MDA-contracted subsystem and analysis
contractors  participating.
4.2     If  the  Government  exercises  the  option,  SpaceDev,  Inc.  and  its
subcontractors  shall provide all labor, material, and administrative activities
necessary  to  perform the Laser Communications Experiment.  [******] The Laser
Communications  Experiment  shall  have the same requirements as the Distributed
Sensing  Experiment  except  [******].

5.0     DELIVERABLES
        ------------

For  each  experiment  phase,  SpaceDev,  Inc. shall provide a monthly Funds and
Labor  Hours  expenditure  Report  and  a Monthly Status Report.  SpaceDev, Inc.
shall  also provide all relevant documentation and a briefing for each technical
review.  Task  orders  for  each  experiment  phase  will  include  a  detailed
description  of  the  deliverables.

6.0     GOVERNMENT  FURNISHED  EQUIPMENT  (GFE)
        ---------------------------------------

[******]  The  Government  does  not plan any additional GFE for this contract.
The  Government  reserves the right to provide additional GFE or services, which
will  be  specified  in  each  task  order.



C-02     TECHNICAL  REPORTS  AND  OTHER  DELIVERABLES  (JAN  2001)

     a.  The  Contractor  shall  submit  all  reports  and other deliverables in
accordance  with the delivery schedule set forth in Section F, and as delineated
in  each  order.

     b.  Reports  delivered by the Contractor in the performance of the contract
shall be considered Technical Data, as defined in DFARS 252.227-7013, "Rights in
Technical  Data  --  Noncommercial  Items."

     c.  Bulky reports shall be mailed by other than first-class mail unless the
urgency  of submission requires use of first-class mail.  In this situation, one
copy shall be mailed first-class and the remaining copies forwarded by less than
first-class.

     d.  The following information shall be provided with all reports.  However,
if  the  report  incorporates a MDA logo or letterhead, this information will be
provided  on  a  severable cover sheet and not on the same sheet of paper as the
MDA  logo  or  letterhead.

     CONTRACT  NUMBER                               NAME  OF  CONTRACTOR

     CONTRACT  EXPIRATION  DATE                     CONTRACTOR'S  PROJECT
     AND  TOTAL  DOLLAR  VALUE                      DIRECTOR  AND  PHONE  NUMBER

                                                          PAGE  8  OF  26  PAGES

     SHORT  TITLE  OF  CONTRACT  WORK               GOVERNMENT  SPONSOR

     e.  All  reports  generated  under this contract will contain the following
disclaimer  statement  on  the  cover  page:

The  views,  opinions,  and  findings  contained in this report are those of the
author(s)  and  should  not  be  construed  as an official Department of Defense
position,  policy,  or  decision,  unless  so  designated  by  other  official
documentation.

     f. Except as provided by the deliverables identified in each order, and the
Contract Security Classification Specification, DD Form 254, the distribution of
any  contract  report  in  any  stage of development or completion is prohibited
without  the  approval  of  the  Contracting  Officer.


C-03  TASKING  PRECEDENCE
-------------------------
C-03     TASKING  PRECEDENCE

     The  Government  reserves the right to establish task precedence concerning
contract  SOO  tasking.  This may be necessary during performance any time there
is  a  conflict  between  parties  over technical methodology, critical path, or
engineering  strategy  needed to accomplish the goal of the BMD program affected
by,  or  under,  this  contract.  Prioritization  of  conflicting tasking by the
Contracting  Officer, or his delegate (the COR), does not constitute a change to
the  contract  under  the  Changes Clause (FAR 52.243), or exempt the Contractor
from  the requirements of the Limitation of Funds or Limitation of Cost clauses,
if  applicable.

                                                          PAGE  9  OF  26  PAGES

Section  D  -  Packaging  and  Marking

CLAUSES  INCORPORATED  BY  REFERENCE


252.211-7003     Item  Identification  and  Valuation     JAN  2004


CLAUSES  INCORPORATED  BY  FULL  TEXT


D-01     PACKAGING  AND  MARKING  OF  TECHNICAL  DATA  (JAN  2001)

     Technical  data  items  shall be preserved, packaged, packed, and marked in
accordance with the best commercial practices to meet the packaging requirements
of  the  carrier  and  insure safe delivery at destination.  Classified reports,
data  and  documentation  shall  be prepared for shipment in accordance with the
National  Security  Program  Operation  Manual  (NISPOM),  DoD  5220.22-M.

                                                          PAGE 10  OF  26  PAGES

Section  E  -  Inspection  and  Acceptance

CLAUSES  INCORPORATED  BY  REFERENCE


<TABLE>
<CAPTION>



<C>           <S>                                                          <C>
    52.246-8    Inspection Of Research And Development Cost Reimbursement  MAY 2001
252.246-7000    Material Inspection And Receiving Report. . . . . . . . .  MAR 2003
252.246-7001    Warranty Of Data. . . . . . . . . . . . . . . . . . . . .  DEC 1991
</TABLE>


                                                          PAGE 11  OF  26  PAGES

Section  F  -  Deliveries  or  Performance

CLAUSES  INCORPORATED  BY  REFERENCE
<TABLE>
<CAPTION>



<C>              <S>                                            <C>
52.242-15 Alt I    Stop-Work Order (Aug 1989) -  Alternate I    APR 1984
      52.247-34    F.O.B. Destination                           NOV 1991
252.247-7023       Transportation of Supplies by Sea            MAY 2002
</TABLE>


DELIVERY  SCHEDULE/PERIOD  OF  PE
---------------------------------
F-1     DELIVERY  SCHEDULE/PERIOD  OF  PERFORMANCE  (JAN  2003)
        -------------------------------------------------------

     a.  The  Contractor shall accomplish the work required by CLIN 0001 for the
SOO (Section C-1) for a period of five (5) years after the effective date of the
contract.

     b.  In  the  event  the  Government  exercises Option 1, in accordance with
Special  Provision  H-13  "Exercise of Options," the Contractor shall accomplish
the  work  required  by  CLIN  0101for  the  SOO during the five (5) year period
commencing  from  the  effective  date  of  the  contract.

                                                          PAGE 12  OF  26  PAGES

Section  G  -  Contract  Administration  Data


CLAUSES  INCORPORATED  BY  FULL  TEXT


G-01     CONTRACT  ADMINISTRATION  (JAN  2001)

     Administration  of  this contract will be performed by the cognizant office
indicated  on  the cover page of the award document.  No changes, deviations, or
waivers  shall  be  effective without a modification of the contract executed by
the  Contracting  Officer or his duly authorized representative authorizing such
changes,  deviations,  or  waivers.


G-02     IDENTIFICATION  OF  CORRESPONDENCE  (JAN  2001)

     All correspondence and data submitted by the Contractor under this contract
shall  reference  the  contract  number.


G-03     TAXPAYER  IDENTIFICATION  NUMBER  (TIN)  (JAN  2001)

     The Contractor's taxpayer identification number is 84-1374613.  This number
shall  appear  in the space identifying the Contractor in the appropriate blocks
of  contract  forms  and  billing  submittals.



G-04     PATENT  INFORMATION  (JAN  2001)

     Patent  information,  in  accordance  with FAR 52.227-11, "Patent Rights --
Retention  by  the Contractor (Short Form)," or FAR 52.227-12, "Patent Rights --
Retention  by  the  Contractor  (Long  Form),"  shall  be  forwarded through the
Procuring  Contracting  Officer  to:

          Office  of  the  Secretary  of  Defense
          Missile  Defense  Agency
          7100  Defense  Pentagon,  MDA/DGC
          Washington,  DC  20301-7100


G-05     SUBMISSION  OF  VOUCHERS  (JAN  2001)

     a.  The  Contractor's  vouchers  for  costs  incurred shall be submitted in
quadruplicate  to the cognizant DCAA office for review and provisional approval.

     b.  Final payment shall be made in accordance with FAR 52.216-7, "Allowable
Cost  and Payment."  The Contractor shall establish compliance with all terms of
the  contract  by  submitting  a  signed  copy  of  the  Material Inspection and
Receiving  Report  (DD  Form  250)  or  Letter  of  Transmittal,  as applicable.

REMITTANCE  ADDRESS
-------------------
G-06     REMITTANCE  ADDRESS  (JAN  2003)
         --------------------------------

     Payment  of  invoices  furnished  by  the  Contractor  shall be sent to the
following  address:

                                                          PAGE 13  OF  26  PAGES

          North  Fork  Bank
          320  Park  Avenue
          New  York,  NY  10022
          Assigned  for  SpaceDev,  Inc.
          13855  Stowe  Drive
          Poway,  CA  92064

     The  following  information is provided pursuant to FAR 52.232-33, "Payment
by  Electronic  Funds  Transfer  -  Central  Contractor  Registration," Contract
Section  I  (if  applicable):

          North  Fork  Bank
          320  Park  Avenue
          New  York,  NY  10022
          Assigned  for  SpaceDev,  Inc.
          13855  Stowe  Drive
          Poway,  CA  92064
          Acct.  #  2704048921
          Routing  #  021407912

CLAUSES  INCORPORATED  BY  FULL  TEXT


G-07     ALLOTMENT  OF  FUNDS  (JAN  2001)

     Pursuant to FAR 52.232-22, "Limitation of Funds," the total amount of funds
presently  available for payment and allotted to this contract (which covers all
items,  including  fee  payable),  and  the estimated period of performance said
funds  cover,  are  detailed  in  each  Task  Order.



G-08     PAYMENT  INSTRUCTIONS  FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS
(JAN  2001)

     This  task  order/contract  may  be  funded  by  multiple  accounting
classifications.   The  Contractor  shall segregate costs and submit vouchers as
required  by  G-5,  Submission  vouchers.  As  required  by  DFAR  204.7104,
informational  subline items are used to identify each accounting classification
assigned to an end item.   DFAS shall make payments from those ACRNs assigned to
each  CLIN  as  described  in  the  schedule  for  each  task  order.


PAYMENT  OF  FIXED  FEE  (ORDERING
----------------------------------
G-09     PAYMENT  OF  FIXED  FEE  (ORDERING  -  LEVEL  OF  EFFORT)  (JAN  2003)
         ----------------------------------------------------------------------

     The  Government will make payments to the Contractor when requested as work
progresses  in  accordance  with  Federal Acquisition Regulation (FAR) 52.216-7.
The  Contractor shall invoice the fee separately and submit such invoices to the
MDA  Contracting  Officer's  Representative  (COR)  for  verification  of  the
percentage  of  DPLHs  performed  for  the billing period.  Each invoice for fee
shall  contain  a statement by the Contractor as to the cumulative percentage of
DPLHs performed and the cumulative percentage of fee invoiced.  Each invoice for
fee  shall contain a statement by the Contractor as to the cumulative percentage
of  work  performed and the cumulative percentage of fee invoiced.  Fee shall be
payable,  subject  to  other provisions of FAR 52.216-8, "Fixed Fee," in amounts
commensurate  with  the  percentage  of  work  performed.  In  no case shall the
cumulative  amount  of  the  fee invoiced, when expressed as a percentage of the
total  fixed  fee  for  the applicable CLIN, exceed the cumulative percentage of
DPLHs  performed  for  that  CLIN (as verified by the MDA COR) at the end of the
billing  period.

                                                          PAGE 14  OF  26  PAGES

CONTRACTING  ACTIVITY  REP.
---------------------------
G-10     CONTRACTING  ACTVITIY  REPRESENTATIVE
         -------------------------------------

     Contracting  matters  POC:

          Name:  Ms.  Diana  L.  Eichfeld
          Organizational  Code:  MDA/CTV
          Telephone  Number:  (703)  882-6587
          E-Mail:  diana.eichfeld@mda.osd.mil
                   --------------------------

G-11     CONTRACTING  OFFICER'S  REPRESENTATIVE  (COR)
         ---------------------------------------------

     Contracting  Officer's  Representative  (COR):

          Name:  CDR  Doug  Small
          Organizational  Code:  MDA/AS
          Telephone  Number:  (703)  882-6179
          E-Mail:  douglas.small@mda.osd.mil
                   -------------------------




                                                          PAGE 15  OF  26  PAGES

Section  H  -  Special  Contract  Requirements

H-2  TASK  ORDERS
-----------------
H-01     TASK  ORDERS  (MAR  2003)

     a.  GENERAL  The  task  order procedures in this clause shall apply to CLIN
0001,  and  if  exercised CLIN 0101.  The Government may order up to the maximum
DPLHs  specified in the Schedule.  For purposes of this contract, the term "Task
Order"  is  synonymous  and  interchangeable  with  the  word "order" as used in
section  I clauses FAR 52.216-18, 52.216-19, and 52.216-22.  All Task Orders are
subject to the terms and conditions of this contract; in the event of a conflict
between  a  Task  Order  and  this  contract,  the  contract  shall  prevail.

     b.  ORDERING.  Task  Orders  will  be  issued  in  written   form  by   the
Contracting  Officer.  Normally,  prior to issuing a Task Order, the Contracting
Officer  will  request,  and  the  Contractor  shall  provide,  a  Task Plan for
accomplishing  the  work.

          (1)  DRAFT  TASK ORDER The contracting Officer will issue a draft Task
     Order  to  the Contractor with a request to the Contractor to submit a plan
     for accomplishing the task. The draft Task Order will include the following
     information:

               (a)  contract  number,  CLIN,  and  SOO  reference;

               (b)  description  of  the  task  to  be  performed;

               (c)  a  period  of  performance  for  the  task;

               (d)  description  of  the  deliverables  (as  appropriate);

               (e)  specify  either  LOE  or  completion  and  number  of  DPLH.

               NOTE:  ISSUANCE  OF  A  DRAFT  TASK  ORDER  DOES  NOT  AUTHORIZE
               PERFORMANCE  OF  THE  TASK.

          (2)  TASK  PLAN. The Contractor shall submit a Task Plan within thirty
     (30) calendar days after receipt of a draft Task Order. The Task Plan shall
     include:

               (a)  a brief description of the method and approach to accomplish
          the  Task  Order;

               (b)  estimated  level  of  effort,  in  DPLHs  by labor category,
          required to perform the task in the period of performance specified by
          the Task Order. (DPLHs to be delivered by the Contractor shall include
          all  reimbursable  labor  hours  worked regardless of source, prime or
          authorized  subcontractor);

                                                          PAGE 16  OF  26  PAGES

               (c)  the  Contractor's  cost  estimate,  including all travel and
          other  direct  costs,  with  supporting  rationale to perform the Task
          Order.

               (d)  upon  completion  of  negotiations, a certificate of Current
          Cost and Pricing Data, as required by FAR 15.403-4, shall be submitted
          to  the  Contracting  Officer.

          (3) TASK ORDER ISSUANCE Within thirty (30) calendar days after receipt
     of  the  Task Plan, the Contracting Officer will provide either an executed
     Task  Order, or advise the Contractor of changes required to the Task Plan.
     Once  the Contractor and Contracting Officer have agreed on the contents of
     the  Task  Plan,  the  Contracting Officer will issue the Task Order, which
     include  the  following:

               (a)  Contracting  Officer  signature  and  date  of  order;

               (b)  contract  number,  CLIN,  order  number,  and SOW reference;

               (c)  description  of  the  Task  to  be  performed;

               (d)  for  LOE  tasks,  the maximum number of labor hours by labor
          category  and  total cost-plus-fixed-fee ceiling to be expended on the
          task;  for  completion  tasks,  estimated  labor  hours  and
          cost-plus-fixed-fee;

               (e)  the  period  of  performance  for  the  task;

               (f)  deliverables  including  applicable  CDRLs.

          (4) ALTERNATE PROCEDURE When time will not permit the preparation of a
     Task  Plan before commencement of work, the Contracting Officer may issue a
     Task  Order specifying a maximum DPLH and estimated cost not to be exceeded
     pending  agreement  on  the  Task  Plan.

               (a)  The Contractor shall begin performance promptly and submit a
          Task  Plan  within  ten  (10)  calendar days after receipt of the Task
          Order.

               (b) Within ten (10) calendar days after receipt of the Task Plan,
          the  Contracting  Officer  will  provide  either  a  written Notice of
          Approval,  issue  an  amendment  to  the  Task  Order,  or  advise the
          Contractor  of  changes  required  to  the  Task  Plan.

               (c)  Until  such  time as a Task Plan is approved, the Contractor
          shall limit the expenditure of DPLHs and costs at a rate such that the
          Task  Order maximum DPLHs and ceiling price will not be exceeded prior
          to  the  completion  of  the  task.

     c.     TASK ORDER AMENDMENTS.  Task Orders normally will be amended using
the  standard  procedures  for issuing Task Orders.  In emergency circumstances,
Task  Orders  may  be amended orally by the Contracting Officer; oral amendments
will  be  confirmed by issuance of a written Task Order modification within five
working  days  from  the  time  of  the  oral  communication amending the order.

     d.     PERFORMANCE.  Subject  to  the  contract  terms  and conditions, and
unless  otherwise  directed  by  the  Contracting  Officer, the Contractor shall
initiate  performance  on new task orders promptly upon receipt of a signed Task
Order.  Performance of work on new task orders prior to execution of an approved
Task  Order  is  not  authorized  and  is  at  the  Contractor's  own  risk.

     e.     COST AND LABOR HOUR LIMITATION

               (1)  The Contractor shall incur costs under this contract only in
          the  performance of Task Orders and amendments to orders issued by the
          Contracting Officer. No other costs are authorized without the express
          written consent of the Contracting Officer. THE CONTRACTOR WILL NOT BE
          PAID  FOR  EXPENDITURES  ABOVE  THE MAXIMUM DPLHS FOR LOE TASKS OR THE
          COST-PLUS-FIXED-FEE  CEILING  OF  ANY  INDIVIDUAL  TASK  ORDER (LOE OR
          COMPLETION).

               (2)  To  allow  the  Contractor  the  flexibility  to utilize the
          optimum  labor  mix  in performing each LOE Task Order, the Contractor
          may,  without  notice  to  the  Government,  increase  or decrease the
          approved  number  of  hours by no more than 10% for any labor category
          unless  otherwise  stated  in  the  Task  Order. These adjustments are
          allowable  only to the extent that the maximum DPLHs (LOE) and ceiling
          price  for  the  Task  Order  are  not  exceeded.

     f.     REPORTING  The labor hours and dollars approved by the Government in
the  Task  Order  shall  become the baseline to which the Contractor will report
expenditures  of  dollars  and  actual  labor  hours  in the "Funds & Labor Hour
Expenditure  Report"  in  accordance  with  the  SOO.

                                                          PAGE 17  OF  26  PAGES

LOE  AND  COMPLETION  ORDERS  -FEE
----------------------------------
H-02     LEVEL  OF  EFFORT  (LOE)  AND  COMPLETION  ORDERS  -  FEE DETERMINATION
         -----------------------------------------------------------------------
        (MAR  2003)
        -----------

     a.  In  the  performance of LOE-type Task Orders issued pursuant to Special
Provision  H-2,  TASK  ORDERS,  the  Contractor  shall provide DPLHs.  DPLHs are
defined  as  actual  employee,  and/or  authorized  subcontractor,  labor  hours
exclusive  of  vacation,  holiday, sick leave, and other absences.  Direct labor
costs  are  calculated  consistent  with  the  Contractor's  standard accounting
practices.

     b.  For LOE-type Task Orders it is understood and agreed that the rate
of  labor  hours  per month may fluctuate in pursuit of the technical objective,
provided  that  such fluctuation does not result in the utilization of the total
labor  hours  of effort prior to the expiration of the term thereof or present a
materially  different  labor  mix  than  specified  by  the  Task  Order.  It is
understood  and agreed that the contractor may without notice to the Government,
increase  or decrease the approved number of labor hours for each labor category
by  no  more  than 10% to the extent that the ceiling price and maximum DPLH for
the  Task  Order are not exceeded.  If for any labor category the DPLH delivered
are  greater than 110% of the DPLH specified for that labor category in the Task
Order,  then  the  DPLH  in  excess  of 110% for that labor category are non-fee
bearing.  The  contracting  officer shall reduce the fixed fee of the Task Order
by  an  amount  equal  to  the  fee  per  hour  for  each  non-fee bearing hour.

     c.  For  LOE  Task Orders, the fixed fee shall be paid based on delivery of
DPLHs.  If,  at the end of each task order period of performance, the contractor
has  delivered  less  than the ordered quantity of DPLHs, the fixed fee shall be
automatically  adjusted  and  shall be reduced in proportion to the ratio of the
DPLHs  actually  delivered  to  the  maximum  T.O.  DPLHs:

          (DPLHs  Delivered  /  Maximum TO DPLHs)  X  TO Fixed Fee = Adjusted TO
Fixed  Fee

     It  is  understood by the parties that the Contractor may use subcontractor
hours  to  the  extent  authorized  by  the  Contracting Officer, to satisfy its
obligation  of  providing  the  Task  Order  and  contract specified DPLHs.  The
subcontractors  contemplated  would  be  those  additional subcontractors and or
current  subcontractor  providing  new  or  additional  work  scope,  initially
contemplated  to be performed by the Contractor, as identified in the negotiated
Task  Order.  Further,  such  subcontractor effort shall be counted as delivered
LOE  by the Contractor, to the extent such subcontractor effort is comparable to
the  LOE  contemplated to have been provided by the Contractor in the negotiated
Task  Order.

     d.  For  completion  task  orders, the fixed fee shall be prorated based on
the  percentage  of work completed.  If, at the end of each task order period of
performance the contractor has not completed the task, the fee may be reduced to
reconcile  the  fee  entitlement.  No  additional  fee shall be paid on any cost
overrun.

     e.     Nothing  in  this  provision  shall  be  construed  to  constitute
authorization  for  the  work  not  in  accordance  with the LIMITATION OF FUNDS
provision  of  the  contract.  In  addition,  nothing in this provision shall be
construed  to  diminish the rights of the parties pursuant to the "LIMITATION OF
FUNDS" provision of this contract.  Nothing in this provision shall be construed
to authorize the Contractor to start work under any task order issued under this
contract.



------
SEGREGATION  OF  COSTS
----------------------
H-03     SEGREGATION  OF  COSTS  (JAN  2003)

     The Contractor agrees to segregate and bill costs/hours incurred under this
contract  by  Task  Order.  Vouchers shall contain actual hours and cost by cost
element  (cost  elements  shall  be  at  the  lowest  level  of
identification/discrimination  consistent  with the Contractor's cost accounting
system)  expended  by  Task  Order  and overall cumulative summaries of all work
vouchered  to  date.

                                                          PAGE 18  OF  26  PAGES

CLAUSES  INCORPORATED  BY  FULL  TEXT


H-04     TRAVEL  AND  TRAVEL  COSTS  (JAN  2001)

     All  travel  must  be  approved  in  advance  in writing by the Contracting
Officer  Representative  (COR)  using  MDA  Form  110  (MAR  2001).

     Any  travel  or  associated  travel  costs appearing to be unreasonable, or
reflective  of  an  unfavorable trend, i.e. extended commuting for a duration of
more than one month, may be challenged by the Contracting Officer.  Accordingly,
the  Contractor  may  be  required  to  submit  additional  information  or
cost-effectiveness analysis in accordance with contract clauses 52.242-1, Notice
of  Intent  to  Disallow  Cost  and  FAR  52.216-7,  Allowable Cost and Payment.



H-05     INSURANCE  (JAN  2003)

     The  Contractor  shall  maintain the types of insurance and coverage listed
below:
<TABLE>
<CAPTION>

<S>                                                         <C>
  TYPES OF INSURANCE                                         MINIMUM AMOUNT

  Workmen's Compensation and all occupational disease        As required by State law


  Employer's Liability including all occupational disease.  $100,000 per accident
  when not covered by Workmen's Compensation above

  General Liability (Comprehensive) Bodily Injury per       $500,000
  occurrence

  Automobile Liability (Comprehensive)
  Bodily Injury per person                                  $200,000
  Bodily Injury per accident                                $500,000
  Property Damage per accident                              $ 20,000
</TABLE>



H-06     PUBLIC  RELEASE  OF  INFORMATION  (JAN  2003)

     a.  The  policies  and  procedures  outlined  herein  apply  to information
submitted  by  the  Contractor  and  his  subcontractors for approval for public
release.  Prior  to public release, all information shall be cleared as shown in
the  "National  Industrial  Security Program Operations Manual" (DoD 5220.22-M).

     b.  All  public  information  materials prepared by the Contractor shall be
submitted  to  the  MDA (see paragraph e. below) for clearance prior to release.
These  materials include but are not limited to, technical papers, and responses
to  news  queries  which  relate  to  a  Contractor's  work under this contract.

<PAGE>

     c.  However,  once information has been cleared for public release, it does
not  have  to  be cleared again for later use.  The information shall be used in
its  originally  cleared  context.

     d.  The  MDA  Director  for  External Affairs is responsible for processing
Contractor-originated  material  for  public  release.

                                                          PAGE 19  OF  26  PAGES

     e.  All  material  to  be  cleared  shall  be  sent  to:

               Office  of  the  Secretary  of  Defense
               Missile  Defense  Agency
               7100  Defense  Pentagon,  ATTN:  MDA/DC
               Washington,  DC  20301-7100

     Subcontractor  proposed  public  releases  shall  be submitted for approval
through  the  prime  Contractor.

     f.  The Contractor shall submit the material proposed for public release to
the  above  addressee  by a letter of transmittal which states:  (1) to whom the
material  is  to  be released; (2) the desired date for public release; (3) that
the  material  has been reviewed and approved by officials of the Contractor, or
the  subcontractor,  for  public  release;  (4)  the  contract  number  and  the
applicable  COTR.

     g.  Two  (2)  copies of each item, including written material, photographs,
drawings, "dummy layouts" and the like shall be submitted at least six (6) weeks
in  advance  of  the  proposed  release  date.

     h.  The items submitted must be complete.  Photographs shall have captions.

     i.  Abbreviated materials or abstracts may be submitted if the intent is to
determine  the  feasibility  of  going further in preparing a complete paper for
clearance.  However,  final  approval  for release or disclosure of the material
cannot  be  given  on  the  basis  of  abstracts.

     j.  Outlines  or  rough  drafts  will  not  be  cleared.

     k.  Materials  submitted  to  MDA for release purposes shall be void of all
Contractor  logos  or  other  attributions  to  the  Contractor.



H-07     ENABLING  CLAUSE  FOR  BMD  INTERFACE  SUPPORT  (JAN  2003)

     a.  It  is  anticipated  that, during the performance of this contract, the
Contractor  will be required to support Technical Interface/Integration Meetings
(TIMS)  with  other  BMD Contractors and other Government agencies.  Appropriate
organizational  conflicts  of  interest  clauses will be negotiated as needed to
protect  the  rights  of  the  Contractor  and  the  Government.

     b.  Interface support deals with activities associated with the integration
of the requirements of this contract into Ballistic Missile Defense System plans
and  the  support  of  the  key  MDA  program  reviews.

     c.  The  Contractor  agrees  to cooperate with BMD Contractors by providing
access  to  technical  matters,  provided,  however,  the Contractor will not be
required  to  provide  proprietary  information  to  non-Government  entities or
personnel  in  the  absence of a non-disclosure agreement between the Contractor
and  such  entities.

     d.  The  Contractor  further agrees to include a clause in each subcontract
requiring  compliance  with  the  response and access provisions of paragraph c.
above,  subject  to  coordination  with the Contractor.  This agreement does not
relieve  the  Contractor  of  its  responsibility  to  manage  its  subcontracts
effectively,  nor  is  it  intended to establish privity of contract between the
Government  and  such  subcontractors.

     e.  Personnel  from  BMD  Contractors  or  other  Government  agencies  or
Contractors  are  not  authorized  to  direct the Contractor in any manner.  The
Contractor agrees to accept technical direction as follows:  Whenever it becomes
necessary  to modify the contract and redirect the effort, a change order signed
by  the  Contracting  Officer,  or  a  supplemental agreement signed by both the
Contracting  Officer  and  the  Contractor,  will  be  issued.

                                                          PAGE 20  OF  26  PAGES

     f.  This  clause  shall  not prejudice the Contractor or its subcontractors
from  negotiating  separate  organizational conflict of interest agreements with
BMD  Contractors;  however,  these  agreements  shall  not  restrict  any of the
Government's  rights  established  pursuant to this clause or any other existing
agreement  or  contract.



H-08     MDA  VISIT  AUTHORIZATION  PROCEDURES  (JAN  2003)

     a.  The Contractor shall submit all required visit clearances in accordance
with  NISPOM  regulations  and  will forward all visit requests, identifying the
contract  number,  to:

          Office  of  the  Secretary  of  Defense
          Missile  Defense  Agency
          7100  Defense  Pentagon,  MDA/ACC
          Washington,  DC  20301-7100
          Telephone  No.:(703)697-8048  Facsimile  No.:(703)693-1526

     b.  The  COR  is  authorized  to approve visit requests for the Contracting
Officer.



H-09  ACQUISITION  OF  FACILITIES  (JAN  2003)

     The Contractor agrees to provide all necessary facilities (as defined under
FAR  45.301 and further defined under FAR 45.101  definitions of Plant Equipment
and  Real  Property)  for the performance of this contract.  The term facilities
includes  all  general  purpose  office equipment and automated data/information
processing  equipment  and  software.  Accordingly,  the  Contractor  shall  not
purchase  or  lease  facilities  for  the  account of the Government without the
express permission of the Contracting Officer.  In no case shall the cost to the
Government  for  leased  facilities,  acquired  under  this contract, exceed the
constructive  cost  of  ownership.  Additionally,  acquisition  or  lease  of
facilities,  if  approved by the Contracting Officer, shall be provided at cost,
applicable  burdens  applied,  exclusive of prime Contractor fee/profit of other
profit  centers  or  business  units  of  the  prime  Contractor.


INCREMENTAL  FUNDING  OF  TO
----------------------------
H-10   INCREMENTAL  FUNDING  OF  TASK  ORDERS
       --------------------------------------

     Pursuant  to FAR 52.232-22, "Limitation of Funds," task orders issued under
this  contract  may  be  incrementally  funded.  When  an order is incrementally
funded,  the  following  clause  will  be  set  forth in full text in the order:

     LIMITATION  OF  GOVERNMENT  LIABILITY  - INCREMENTAL FUNDING OF TASK ORDERS
     ---------------------------------------------------------------------------

     This  task order is incrementally funded and the amount currently available
for  payment hereunder is limited to $_____________, inclusive of fee subject to
the  provisions  of  FAR 52.232-22 "Limitation of Funds."  No legal liability on
the  part  of  the  Government  for payment in excess of $43,362,271 shall arise
unless  additional  funds  are  made  available  and  are  incorporated  as  a
modification  to  this task order.  It is estimated that the incremental funding
provided  herein  shall  be  adequate  for  services performed hereunder through
February  2009.

INCORPORATION  OF  SECTION  K
-----------------------------
H-11     INCORPORATION  OF  SECTION  K
         -----------------------------

                                                          PAGE 21  OF  26  PAGES

     The  provisions  of  Section  K , Representations, Certifications and Other
Statements  of  Offerors,  as  completed  by  the  offeror  in its proposal, are
incorporated  herein  by  reference.


EDA  CLAUSE
-----------
H-12     COMPANY  POINT  OF  CONTACT  FOR  ELECTRONIC  DOCUMENT  ACCESS  (EDA)
         ---------------------------------------------------------------------

     Due to the Department of Defense (DoD) mandate to go paperless, the offeror
is  hereby  notified  that  MDA  will  be  posting contract documents to the DoD
Electronic  Document  Access  (EDA)  website  located  on  the  internet  at:
http://eda.ogden.disa.mil/.  There  will  no  longer  be  hard  copy  paper
          ----------------
distribution  of  contract  documentation  and  payment  of  contract  invoices.
          -

     Access  to the EDA website is restricted to registered users.  All offerors
must  provide  a  company  appointed  EDA  point  of  contact  (POC).  The below
identified  EDA POC should be for all contract actions related to this contract.

Name  of  Company  EDA  POC:  Mr.  Richard  Slansky

E-Mail  Address:  richard.slansky@spacedev.com

Telephone  Number:  (858)  375-2030

     The above POC must register on-line to become an EDA partner.  Instructions
on  becoming  an  EDA partner are identified at the above website.  To eliminate
registration  delays, please refer to the on-line Vendor/Contractor Registration
Instructions  at  the EDA website for registration.  Once at the website you can
either  "proceed"  if  you have already registered in the EDA system, or utilize
"register"  if  you  are  a  new  user.


EXERCISE  OF  OPTIONS
---------------------
H-13     EXERCISE  OF  OPTIONS  (JAN  2003)
         ----------------------------------

     This contract is renewable in one (1) increment at the unilateral option of
the  Government.  An option shall be exercised by issuance, within 30 days prior
to  the end of the current contract period, of a unilateral modification for the
subsequent  option  requirements,  as  set  forth  in  Sections  B  and  F.


                                                          PAGE 22  OF  26  PAGES

Section  I  -  Contract  Clauses

CLAUSES  INCORPORATED  BY  REFERENCE


52.202-1     Definitions                                               DEC  2001
52.203-3     Gratuities     APR  1984
52.203-5     Covenant  Against  Contingent  Fees                       APR  1984
52.203-6     Restrictions  On Subcontractor Sales To The Government    JUL  1995
52.203-7     Anti-Kickback  Procedures                                 JUL  1995
52.203-8     Cancellation,  Rescission,  and  Recovery  of  Funds for
             Illegal or Improper  Activity                             JAN  1997
52.203-10    Price  Or  Fee Adjustment For Illegal Or Improper
             Activity                                                  JAN  1997
52.203-12    Limitation  On  Payments To Influence Certain Federal
             Transactions                                              JUN  2003
52.204-2     Security  Requirements                                    AUG  1996
52.204-4     Printed  or  Copied  Double-Sided  on  Recycled  Paper     AUG 2000
52.209-6     Protecting  the  Government's  Interest  When
             Subcontracting  With Contractors  Debarred,
             Suspended,  or  Proposed  for  Debarment                  JUL  1995
52.211-15    Defense  Priority  And  Allocation  Requirements          SEP  1990
52.215-2     Audit  and  Records--Negotiation                          JUN  1999
52.215-8     Order  of  Precedence--Uniform  Contract  Format          OCT  1997
52.215-10    Price  Reduction  for  Defective Cost or Pricing Data      OCT 1997
52.215-11    Price  Reduction for Defective Cost or Pricing
             Data--Modifications                                       OCT  1997
52.215-12    Subcontractor  Cost  or  Pricing  Data                    OCT  1997
52.215-13    Subcontractor  Cost  or  Pricing  Data--Modifications      OCT 1997
52.215-15    Pension  Adjustments  and  Asset  Reversions              JAN  2004
52.215-17    Waiver  of  Facilities  Capital  Cost  of  Money          OCT  1997
52.215-18    Reversion or Adjustment of Plans for Postretirement
             Benefits (PRB) Other  than  Pensions                      OCT  1997
52.215-19    Notification  of  Ownership  Changes                      OCT  1997
52.215-21    Requirements  for  Cost  or Pricing Data or
             Information Other Than Cost  or  Pricing
             Data--Modifications                                       OCT  1997
52.216-7     Allowable  Cost  And  Payment                             DEC  2002
52.216-8     Fixed  Fee                                                MAR  1997
52.216-22    Indefinite  Quantity                                      OCT  1995
52.222-2     Payment  For  Overtime  Premiums                          JUL  1990
52.222-3     Convict  Labor                                            JUN  2003
52.222-21    Prohibition  Of  Segregated  Facilities                   FEB  1999
52.222-26    Equal  Opportunity                                        APR  2002
52.222-35    Equal  Opportunity  For Special Disabled Veterans,
             Veterans of the Vietnam  Era,  and  Other  Eligible
             Veterans                                                  DEC  2001
52.222-36    Affirmative  Action  For  Workers  With  Disabilities      JUN 1998
52.222-37    Employment  Reports  On Special Disabled Veterans,
             Veterans Of The Vietnam  Era,  and  Other  Eligible
             Veterans                                                  DEC  2001
52.223-5     Pollution  Prevention  and  Right-to-Know  Information     AUG 2003
52.223-6     Drug-Free  Workplace                                      MAY  2001
52.223-10    Waste  Reduction  Program     AUG  2000
52.223-14    Toxic  Chemical  Release  Reporting     AUG  2003
52.225-8     Duty-Free  Entry     FEB  2000
52.225-13    Restrictions  on  Certain  Foreign  Purchases             JAN  2004
52.227-1     Authorization And Consent (Jul 1995)
Alt I        -  Alternate I                                              APR1984

                                                          PAGE 23  OF  26  PAGES

52.227-2     Notice  And  Assistance Regarding Patent
             And Copyright Infringement                                AUG  1996
52.227-10    Filing  Of  Patent Applications--Classified
             Subject Matter                                            APR  1984
52.227-11    Patent  Rights--Retention  By  The Contractor
             (Short Form)                                              JUN  1997
52.228-7     Insurance--Liability  To  Third  Persons                  MAR  1996
52.230-2     Cost  Accounting  Standards                               APR  1998
52.230-6     Administration  of  Cost  Accounting  Standards           NOV  1999
52.232-9     Limitation  On  Withholding  Of  Payments                 APR  1984
52.232-17    Interest                                                  JUN  1996
52.232-18    Availability  Of  Funds                                   APR  1984
52.232-20    Limitation  Of  Cost                                      APR  1984
52.232-22    Limitation  Of  Funds                                     APR  1984
52.232-23    Assignment  Of  Claims                                    JAN  1986
52.232-25    Prompt  Payment                                           OCT  2003
52.232-33    Payment  by  Electronic  Funds  Transfer--Central
             Contractor Registration                                   OCT  2003
52.233-1     Disputes  (Jul  2002)  -  Alternate  I                    DEC  1991
Alt  I
52.233-3     Protest  After Award (Aug 1996) -  Alternate I            JUN  1985
Alt  I
52.242-13    Bankruptcy                                                JUL  1995
52.242-15    Stop-Work  Order  (Aug  1989)  -  Alternate I             APR  1984
Alt  I
52.243-2     Changes--Cost-Reimbursement (Aug 1987) -  Alternate V     APR  1984
Alt  V
52.243-7     Notification  Of  Changes                                 APR  1984
52.244-2     Subcontracts  (Aug  1998)  -  Alternate  I                AUG  1998
Alt  I
52.244-5     Competition  In  Subcontracting                           DEC  1996
52.244-6     Subcontracts  for  Commercial  Items                      APR  2003
52.245-5     Government Property (Cost-Reimbursement,
Alt  I       Time-and-Material, Or  Labor-Hour  Contracts)
             (Jun  2003)  Alternate  I                                 JUN  2003
52.245-18    Special  Test  Equipment                                  FEB  1993
52.245-19    Government  Property  Furnished  "As  Is"                 APR  1984
52.249-6     Termination  (Cost  Reimbursement)                        SEP  1996
52.249-14    Excusable  Delays                                         APR  1984
52.251-1     Government  Supply  Sources                               APR  1984
52.252-4     Alterations  in  Contract                                 APR  1984
52.252-6     Authorized  Deviations  In  Clauses                       APR  1984
52.253-1     Computer  Generated  Forms                                JAN  1991
252.201-7000 Contracting  Officer's  Representative                    DEC  1991
252.203-7001 Prohibition  On  Persons  Convicted  of  Fraud
             or  Other Defense-Contract-Related  Felonies              MAR  1999
252.203-7002 Display  Of  DOD  Hotline  Poster                         DEC  1991
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
Alt  A       Alternate A                                               NOV  2003
252.204-7005 Oral  Attestation  of  Security  Responsibilities         NOV  2001
252.208-7000 Intent  To  Furnish  Precious  Metals
             As Government--Furnished Material                         DEC  1991
252.209-7000 Acquisition  From  Subcontractors Subject To
             On-Site Inspection Under  The  Intermediate
             Range  Nuclear  Forces  (INF)  Treaty                     NOV  1995
252.209-7004 Subcontracting  With  Firms That Are Owned
             or Controlled By The Government  of  a
             Terrorist  Country                                        MAR  1998
252.215-7000 Pricing  Adjustments                                      DEC  1991
252.215-7002 Cost  Estimating  System  Requirements                    OCT  1998
252.219-7011 Notification  to  Delay  Performance                      JUN  1998
252.223-7004 Drug  Free  Work  Force                                   SEP  1988

                                                          PAGE 24  OF  26  PAGES

252.223-7006 Prohibition  On  Storage  And  Disposal  Of
             Toxic And Hazardous Materials                             APR  1993
252.225-7012 Preference  For  Certain  Domestic  Commodities           FEB  2003
252.225-7016 Restriction  On Acquisition Of Ball and Roller Bearings   APR  2003
252.225-7031 Secondary  Arab  Boycott  Of  Israel                      APR  2003
252.227-7013 Rights  in  Technical  Data--Noncommercial  Items         NOV  1995
252.227-7014 Rights  in  Noncommercial  Computer  Software
             and Noncommercial Computer  Software  Documentation       JUN  1995
252.227-7017 Identification  and  Assertion  of  Use, Release,
             or Disclosure Restrictions                                JUN  1995
252.227-7019 Validation  of Asserted Restrictions--Computer
             Software                                                  JUN  1995
252.227-7022 Government  Rights  (Unlimited)                           MAR  1979
252.227-7025 Limitations  on  the  Use or Disclosure of
             Government-Furnished Information  Marked  with
             Restrictive  Legends                                      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
252.235-7011 Final  Scientific  or  Technical  Report                  SEP  1999
252.243-7002 Requests  for  Equitable  Adjustment                      MAR  1998
252.244-7000 Subcontracts  for  Commercial  Items  and
             Commercial Components (DoD  Contracts)                    MAR  2000
252.245-7000 Government-Furnished  Mapping,  Charting,
             and Geodesy Property                                      DEC  1991
252.247-7023 Transportation  of  Supplies  by  Sea                     MAY  2002
252.247-7024 Notification  Of Transportation Of Supplies By Sea        MAR  2000
252.249-7000 Special  Termination  Costs                               DEC  1991
252.249-7002 Notification  of  Anticipated  Program
             Termination or Reduction                                  DEC  1996
252.251-7000 Ordering  From  Government  Supply  Sources               OCT  2002


CLAUSES  INCORPORATED  BY  FULL  TEXT


52.216-18      ORDERING.  (OCT  1995)

(a)  Any  supplies  and  services  to  be furnished under this contract shall be
ordered  by  issuance  of  delivery  orders or task orders by the individuals or
activities  designated  in  the Schedule. Such orders may be issued from date of
award  through  sixty  months.

(b)  All  delivery orders or task orders are subject to the terms and conditions
of  this  contract.  In  the  event of conflict between a delivery order or task
order  and  this  contract,  the  contract  shall  control.

(c)  If  mailed,  a delivery order or task order is considered "issued" when the
Government  deposits  the  order  in  the  mail. Orders may be issued orally, by
facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End  of  clause)


                                                          PAGE 25  OF  26  PAGES


52.216-19      ORDER  LIMITATIONS.  (OCT  1995)

(a) Minimum order.  When the Government requires supplies or services covered by
this  contract in an amount of less than $1,000, the Government is not obligated
to  purchase,  nor  is  the  Contractor  obligated to furnish, those supplies or
services  under  the  contract.

(b)  Maximum  order.  The  Contractor  is  not  obligated  to  honor:

(1)  Any  order  for  a  single  item  in  excess  of  $43,000,000;

(2)  Any  order  for  a  combination  of  items  in  excess  of  $43,000,000; or

(3)  A  series  of  orders  from  the  same ordering office within 180 days that
together call for quantities exceeding the limitation in subparagraph (1) or (2)
above.

(c)  If  this is a requirements contract (i.e., includes the Requirements clause
at  subsection  52.216-21  of  the  Federal  Acquisition  Regulation (FAR)), the
Government  is  not  required  to  order  a part of any one requirement from the
Contractor  if  that  requirement  exceeds  the  maximum-order  limitations  in
paragraph  (b)  above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any
order  exceeding  the  maximum  order  limitations in paragraph (b), unless that
order  (or  orders)  is  returned  to  the  ordering office within 30 days after
issuance,  with  written  notice stating the Contractor's intent not to ship the
item  (or  items)  called  for and the reasons.  Upon receiving this notice, the
Government  may  acquire  the  supplies  or  services  from  another  source.

(End  of  clause)



52.217-9     OPTION  TO  EXTEND  THE  TERM  OF  THE  CONTRACT  (MAR  2000)

(a) The Government may extend the term of this contract by written notice to the
Contractor  within  THIRTY  (30)  days;  provided  that the Government gives the
Contractor  a  preliminary written notice of its intent to extend at least sixty
60) days before the contract expires. The preliminary notice does not commit the
Government  to  an  extension.

(b)  If  the  Government  exercises  this option, the extended contract shall be
considered  to  include  this  option  clause.

(c)  The  total duration of this contract, including the exercise of any options
under  this  clause,  shall  not  exceed  sixty  (60)  months.
                                          -------------------
(End  of  clause)



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:  http://farsite.hill.af.mil/.
                                                  ---------------------------


                                                          PAGE 26  OF  26  PAGES

Section  J  -  List  of  Documents,  Exhibits  and  Other  Attachments

Exhibit/Attachment  Table  of  Contents

DOCUMENT  TYPE     DESCRIPTION     PAGES     DATE
Attachment  1     DD254     14     29-DEC-2003